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Primax Audit Report / Information 2016

Nov 10, 2016

52436_rns_2016-11-10_6ea1e3e7-51a5-49ac-8a03-74e232e8182e.pdf

Audit Report / Information

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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, 2016 and 2015 (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.

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 811
(4) Summary of significant accounting policies 1223
(5) Significant accounting assumptions and judgments, and major sources 2324
of estimation uncertainty
(6) Explanation of significant accounts 2458
(7) Related-party transactions 5963
(8) Pledged assets 63
(9) Commitments and contingencies 63
(10) Losses due to major disasters 63
(11) Subsequent events 63
(12) Other 64
(13) Other disclosures
(a) Information on significant transactions 6468
(b) Information on investees 6869
(c) Information on investments in mainland China 6971
(14) Segment information 71
9. Statement of major accounting items 72~82

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, 2016 and 2015, the statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2016 and 2015, 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, 2016 and 2015, 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 under the 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 4% of the total assets, as of December 31, 2016 and 2015. The related share of profit of associates accounted for using the equity method amounted constituting 11% and 9% of the profit before tax, for the years ended December 31, 2016 and 2015, 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.

3-1

In our professional judgments, key audit matters to be communicated in the independent auditors’ report are listed below:

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 analyse the changes of the aging of inventories; inspecting the reasonability for allowance provided on inventory valuation in the past and compare it to the current year to ensure that the measurements and assumptions are reasonable; sampling the inventories sold in subsequent period to assess whether the allowance for inventories are reasonable.

2. 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 imapirment 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 invetories”. 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.

3. Disposal of subsidiaries

Please refer to Note 4(h) “Investments in subsidiaries”, Note 6(c) “Available-for-sale financial assetsnoncurrent of the financial statements”, and Note 6(f) “Investments accounted for using equity method” of the consolidated financial statements.

Description of key audit matter:

The Company sold parts of its shares in its subsidiary, Global TEK Fabrication Co., Ltd, and lost control over the subsidiary on October 3, 2016. This is a non-recurring transaction to the Company, wherein the trading parties are its related parties. Therefore, the disposal of subsidiaries is one of the key audit matters for our audit.

How the matter was addressed in our audit:

The principal audit procedures on the disposal of its subsidiary included: assessing whether the transactions complies with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies and the Regulations of Internal Control System of PRIMAX ELECTRONICS LTD.; reading the contracts to fully understand the trading parties involved, prices, and other agreements; inspecting the external materials of cash proceeds and amendment of shares register; obtaining the audit report from other auditors on the date the Company lost its control over the subsidiary to be the base to recognize its profit (loss) using equity method accordingly; 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.

3-3

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.

  5. 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.

  6. 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.

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.

3-4

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 YUNG-HUA HUANG and CHI-LUNG YU.

KPMG

Taipei, Taiwan (Republic of China) March 7, 2017

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, 2016 and 2015

(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, 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
December 31, 2015
Amount
%
2,267,560
8
79,052
-
9,321,764
34
2,052,505
8
28,841
-
2,551,571
9
28,453
-
16,329,746
59
567,897
2
10,088,961
37
65,554
-
258,709
1
29,514
-
293,519
1
62,016
-
11,366,170
41
27,695,916
100
Liabilities and Equity
Current liabilities:
2100
Short-term borrowings (note 6(j))
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 (note 6(o))
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, 2016 December 31, 2016 December 31, 2015
Amount % Amount
%
1,120,518
4
264
-
11,340,202
41
52,765
-
1,583,478
6
411,680
1
147,176
1
548,889
2
15,204,972
55
-
-
767,778
3
1,018,732
3
274,053
1
2,060,563
7
17,265,535
62
4,411,877
16
15,174
-
777,368
3
611,322
2
97,300
-
3,951,934
15
565,406
2
10,430,381
38
27,695,916
100
$ -
783,593
9,352,640
150,430
2,331,760
359,279
219,856
382,222
13,579,780
781,263
218,889
1,159,073
345,574
2,504,799
16,084,579
4,421,343
3,024
791,466
788,634
97,300
4,779,419
118,538
10,999,724
$
27,084,303
-
3
35
1
8
1
1
1
50
3
1
4
1
9
59
16
-
3
3
-
18
1
41
100

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, 2016 and 2015

(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), (o), (p), (s), 7 and 12)
Gross profit
Operating expenses (notes 6(m), (o), (p), (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
Unrealised gains on available-for-sale financial assets (notes 6(c) and (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)
2016 %
100
92
8
2
1
2
5
3
-
1
1
-
2
5
1
4
-
-
(1)
-
(1)
(1)
3
4.40
4.36
2015
Amount
$ 45,739,783
42,106,442
3,633,341
670,475
442,145
970,860
2,083,480
1,549,861
33,468
371,406
424,575
(31,786)
797,663
2,347,524
413,454
1,934,070
(1,340)
(1,340)
(610,956)
110,706
(500,250)
(501,590)
$
1,432,480
$
$
Amount
%
51,638,181
100
48,703,633
94
2,934,548
6
610,013
1
414,570
1
983,295
2
2,007,878
4
926,670
2
22,053
-
283,488
-
755,092
1
(53,380)
-
1,007,253
1
1,933,923
3
160,801
-
1,773,122
3
(8,100)
-
(8,100)
-
(71,337)
-
294,053
-
222,716
-
214,616
-
1,987,738
3
4.06
4.01

See accompanying notes to financial statements.

6

(English Translation of Financial Statements and Report Originally Issued in Chinese) PRIMAX ELECTRONICS LTD.

Statements of Changes in Equity

For the years ended December 31, 2016 and 2015

(Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2015
Profit
Other comprehensive income
Comprehensive income
Appropriation and distribution of retained earnings:
Legal reserve
Cash dividends on ordinary share
Issuance of restricted employee stock
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, 2015
Profit
Other comprehensive income
Comprehensive income
Appropriation and distribution of retained earnings:
Legal reserve
Cash dividends on 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 option and abandonment
Balance at December 31, 2016
Share capital Share capital Share capital Capital
surplus
Retained earnings Retained earnings Retained earnings Retained earnings Retained earnings Exchange
differences on
translation of
foreign
financial
statements
Exchange
differences on
translation of
foreign
financial
statements
Unrealized
gains (losses)
on available-
for-sale
financial
assets
Unrealized
gains (losses)
on available-
for-sale
financial
assets
Unearned
employee
compensation
Total
equity
(18,241)
9,150,513
-
1,773,122
-
214,616
-
1,987,738
-
-
-
(791,107)
(121,693)
-
13,058
-
46,477
46,477
-
4,087
-
32,673
-
-
(80,399) 10,430,381
-
1,934,070
-
(501,590)
-
1,432,480
-
-
-
(927,933)
10,200
-
43,182
43,182
-
2,517
-
19,097
-
-
(27,017)
10,999,724
Ordinary
shares
Capital
collected
in advance
Legal
reserve
Special
reserve
Unappropri
ated
retained
earnings
$ 4,346,578
-
-
-
-
-
30,000
(2,800)
-
-
-
38,099
4,411,877
-
-
-
-
-
(3,850)
-
-
-
13,316
$ 4,421,343
38,903
-
-
673,543
-
-
456,853
-
-
97,300
-
-
3,132,488
1,773,122
(8,100)
1,765,022
(154,469)
(791,107)
-
-
-
-
-
-
3,951,934
1,934,070
(1,340)
1,932,730
(177,312)
(927,933)
-
-
-
-
-
4,779,419
422,382
-
(71,337)
(71,337)
-
-
-
-
-
-
-
-
351,045
-
(610,956)
(610,956)
-
-
-
-
-
-
-
(259,911)
707
-
294,053
- - - - 294,053
154,469
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
611,322
-
-
97,300
-
-
294,760
-
110,706
- - 110,706
177,312
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
788,634 97,300 405,466

Note1 For the years ended December 31, 2016 and 2015, the Directors’ remuneration amounted to 36,803 and 31,907, and the employee remuneration amounted to 74,000 and 78,269, respectively. The amounts were deducted from the statements of comprehensive income in 2016 and 2015, 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, 2016 and 2015

(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 from disposal of property, plan and equipment
Gain on disposal of available-for-sale financial assets
Impairment losses on 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 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 using equity method
Acquisition of share of subsidiaries using equity method
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
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
Increase (decrease) in guarantee deposits
Cash dividends
Exercise of employee stock options
Net cash flows used in financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
2016
2015
$ 2,347,524
1,933,923
41,765
36,999
32,516
175,361
(336,211)
(121,262)
43,345
(4,603)
31,383
53,380
(11,599)
(13,235)
43,182
49,041
(424,575)
(755,092)
(248,006)
-
474
269
(140,969)
-
-
939
(968,695)
(578,203)
3,477,770
(2,686,191)
(1,022,082)
(19,177)
225,636
(1,268,443)
(5,079)
(4,688)
(54,750)
(229,498)
(62,265)
(58,729)
2,559,230
(4,266,726)
(422,970)
3,306,055
(52,401)
23,768
569,820
679,328
72,680
86,321
132,613
51,366
299,742
4,146,838
1,890,277
(698,091)
4,237,801
1,235,832
11,599
13,235
(31,315)
(53,265)
(234,992)
(159,152)
3,983,093
1,036,650
559,498
-
-
(808,020)
1,280
1,600
220,270
-
(23,062)
(23,292)
476,552
1,076,851
(23,710)
(9,862)
(441)
(684)
91
(35)
1,210,478
236,558
(1,120,518)
(1,028,282)
(715,556)
(183,333)
34,977
(37,478)
(927,933)
(791,107)
19,097
32,673
(2,709,933)
(2,007,527)
2,483,638
(734,319)
2,267,560
3,001,879
$
4,751,198
2,267,560

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, 2016 and 2015

(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 7, 2017.

(3) New standards, amendments and interpretations adopted:

  • (a) Impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the FSC but not yet in effect

According to Ruling No. 1050026834 issued on July 18, 2016, by the FSC, public entities are required to conform to the IFRSs which were issued by the International Accounting Standards Board (IASB) before January 1, 2016, and were endorsed by the FSC on January 1, 2017 in preparing their financial statements. The related new standards, interpretations and amendments are as follows:

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"

(Continued)

9

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

Effective date per
New, Revised or Amended Standards and Interpretations IASB
IFRS 14 "Regulatory Deferral Accounts" January 1, 2016
Amendment to IAS 1 "Disclosure Initiative" January 1, 2016
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 "Recoverable Amount Disclosures for Non-Financial January 1, 2014
Assets"
Amendments to IAS 39 "Novation of Derivatives and Continuation of Hedge January 1, 2014
Accounting"
Annual improvements cycles 2010-2012 and 2011-2013 July 1, 2014
Annual improvements cycle 2012-2014 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) Newly released or amended standards and interpretations not yet endorsed by the FSC

A summary of the new standards and amendments issued by the IASB but not yet endorsed by the FSC is listed below. As of the date the Company’s financial statements were issued, except for IFRS 9 and IFRS 15, which should be applied starting January 1, 2018, the FSC has yet to announce the effective dates of the other IFRSs.

effective dates of the other IFRSs.
Effective date
New, Revised or Amended Standards and Interpretations per IASB
IFRS 9 "Financial Instruments" January 1, 2018
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 15 "Revenue from Contracts with Customers" January 1, 2018
IFRS 16 "Leases" January 1, 2019
Amendment to IFRS 2 "Clarifications of Classification and Measurement of January 1, 2018
Share-based Payment Transactions"
Amendment to IFRS 15 "Clarifications of IFRS 15" January 1, 2018
Amendment to IAS 7 "Disclosure Initiative" January 1, 2017
Amendment to IAS 12 "Recognition of Deferred Tax Assets for Unrealized January 1, 2017
Losses"
Amendments to IFRS 4 "Insurance Contracts" January 1, 2018

(Continued)

10

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

Effective date
New, Revised or Amended Standards and Interpretations per IASB
Annual Improvements to IFRSs 2014 - 2016 Cycle :
IFRS 12 "Disclosure of Interests in Other Entities" January 1, 2017
IFRS 1 "First-time Adoption of International Financial Reporting Standards" January 1, 2018
and IAS 28 "Investments in Associates and Joint Ventures"
IFRIC 22 "Foreign Currency Transactions and Advance Consideration" January 1, 2018
IAS 40 "Transfers of Investment Property" January 1, 2018

Those standards that possibly impact the Company’s financial statements are listed below:

Issuance / Release
Dates
May 28, 2014
April 12, 2016
Standards or
Interpretations
Content of amendment
IFRS 15 "Revenue from
Contracts with Customers"
IFRS 15 establishes a five-step model for
recognizing revenue that applies to all contracts
with customers, and will supersede IAS 18
"Revenue," IAS 11 "Construction Contracts," and
a number of revenue-related interpretations.

Final amendments issued on April 12, 2016, clarify how to (i) identify performance obligations in a contract; (ii) determine whether a company is a principal or an agent; (iii) account for a license for intellectual property (IP); and (iv) apply transition requirements.

clarify how to (i) identify performance obligations
in a contract; (ii) determine whether a company is
a principal or an agent; (iii) account for a license
for intellectual property (IP); and (iv) apply
transition requirements.
November 19, 2013 IFRS 9 "Financial The standard will replace IAS 39 "Financial
July 24, 2014 Instruments" Instruments: Recognition and Measurement", and
the main amendments are as follows:
  • Classification and measurement: Financial assets are measured at amortized cost, fair value through profit or loss, or fair value through other comprehensive income, based on both the entity’s business model for managing the financial assets and the financial assets’ contractual cash flow characteristics. Financial liabilities are measured at amortized cost or fair value through profit or loss. Furthermore, there is a requirement that "own credit risk" adjustments be measured at fair value through other comprehensive income.

  • Impairment: The expected credit loss model is used to evaluate impairment.

  • Hedge accounting: Hedge accounting is more closely aligned with risk management activities, and hedge effectiveness is measured based on the hedge ratio.

(Continued)

11

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

Issuance / Release
Dates
January 13, 2016
January 29, 2016
June 20, 2016
December 8, 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.
Amendments to IAS 7
"Disclosure Initiative"
The amendments will require entities to provide
disclosures that enable investors to evaluate
changes in liabilities arising from financing
activities, including changes arising from cash
flows and non-cash changes.
Amendments to IFRS 2
"Clarifications of
Classification and
Measurement of Share
based Payment
Transactions"
The amendments, which were developed through
the IFRS Interpretations Committee, provide
requirements on the accounting for:
the
effects
of
vesting
and
non-vesting

conditions on the measurement of cash-settled
share-based payments;
share-based payment transactions with a net

settlement
feature
for
withholding
tax
obligations; and
a modification to the terms and conditions of a

share-based
payment
that
changes
the
classification of the transaction from cash-
settled to equity-settled.
IFRIC 22 "Foreign
Currency Transactions and
Advance Consideration"
IFRIC 22 clarifies the transaction date used to
determine the exchange rate. The transaction date
is the date on which the Company initially
recognizes the prepayment or deferred income
arising from the advance consideration.

The Company is evaluating the impact on its financial position and financial performance of the initial adoption of the abovementioned standards or interpretations. The results thereof will be disclosed when the Company completes its evaluation.

(Continued)

12

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

(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.

  • (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.

(Continued)

13

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

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.

  • (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.

(Continued)

14

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

(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.

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.

(Continued)

15

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

3) Impairment of financial assets

Except for financial assets at fair value through profit or loss, financial assets are assessed for impairment at each reporting date. A financial asset is impaired if, and only if, there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a “loss event”) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset that can be estimated reliably.

Objective evidence that financial assets are impaired includes default or delinquency by a debtor, restructuring of an amount due to the 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.

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.

(Continued)

16

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

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.

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.

(Continued)

17

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

  • 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.

  • (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.

(Continued)

18

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

(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.

  • (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.

(Continued)

19

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

(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.

  • (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:

(Continued)

20

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

  • (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.

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.

(Continued)

21

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

(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.

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.

(Continued)

22

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

(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.

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.

(Continued)

23

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

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.

(s) Operating segments

Please refer to the Company’s consolidated financial statements for the years ended December 31, 2016 and 2015, 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.

(Continued)

24

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

  • (b) Valuation of inventories and assessment of impairment of intangible assets of investments 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 imapirment 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.

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 on hand
Checking accounts and demand deposits
Time deposits
December 31,
2016
December 31,
2015
$ 543
625
931,183
1,075,455
3,819,472
1,191,480
$
4,751,198
2,267,560

Please refer to note 6(w) for the currency risk and the interest rate risk of the Company’s cash and cash equivalents.

(Continued)

25

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

  • (b) Financial assets and liabilities at fair value through profit or loss

  • (i) The derivative financial instruments was as follows:

Financial assets at fair value through profit or loss
– current:
Forward exchange contracts
Foreign exchange swap contracts
Financial liabilities at fair value through profit or
loss – current:
Forward exchange contracts
Foreign exchange swap contracts
December 31,
2016
December 31,
2015
$ 141,317
79,052
-
-
$
141,317
79,052
$ (72,909)
(52,765)
(77,521)
-
$
(150,430)
(52,765)
  • (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, 2016 and 2015:
December 31, 2016
Derivative financial
instruments
Forward exchange contracts
– buy USD / sell TWD
Forward exchange contracts
– buy TWD/sell USD
Forward exchange 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
December 31, 2015
Derivative financial
instruments
Forward exchange contracts
– buy USD / sell TWD
Forward exchange contracts
– buy CNY / sell USD
Forward exchange contracts
– buy TWD/sell USD
Nominal amount
Maturity date
Predetermined rate
USD
205,000 January 7, 2016~
February 26, 2016
32.754~32.892
USD
40,000 January 19, 2016
6.6380
USD
205,000 January 7, 2016~
February 26, 2016
32.802~33.010

(Continued)

26

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

  • (iii) Please refer to note 6(w) for the liquidity risk of the Company’s financial instruments.

  • (iv) The Company did not provide any of the aforementioned financial assets at fair value through profit or loss – current as collateral.

  • (c) Available-for-sale financial assets – non-current

Stocks listed in domestic markets
Stocks unlisted in domestic markets
December 31,
2016
December 31,
2015
$ 586,404
551,600
287,517
16,297
$
873,921
567,897
  • (i) WK Technology Fund IV Ltd. refunded $1,600 and $1,280 to the Company due to capital reduction in July, 2015 and April, 2016, respectively.

  • (ii) Titan 1 Venture Capital Co., Ltd. and Neosonica Technologies Inc. were closed and finished the liquidation process in August and March 2015, respectively. The Company received $175 due to the liquidation and recorded it as other gains and losses.

  • (iii) The impairment loss was $939 for the years ended December 31, 2015 and was recognized as other gains and losses.

  • (iv) 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 for further information on losing control of subsidiaries.

  • (v) In the second quarter of 2016, the Company sold 841 thousand shares of Nien Made Enterprise Co., Ltd. for $220,270. The gain on disposal which was recognized as other gains and losses, amounted to $140,969, deducting the cost of $79,301.

  • (vi) The unrealized gains were $111,105 and $294,900 for the years ended December 31, 2016 and 2015, respectively, and were recognized as unrealized gains on available-for-sale financial assets.

  • (vii) The Company did not provide any of the aforementioned available-for-sale financial assets as collateral.

(Continued)

27

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

  • (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,
2016
December 31,
2015
$ 7,437,179
9,376,338
513,446
2,052,505
1,050,923
28,841
(76,977)
(19,647)
(20,494)
(34,927)
$
8,904,077
11,403,110
  • (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, 2016 and 2015.

  • (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, 2016 and 2015, the details of transferred accounts receivable which conformed to the criteria for derecognition were as follows:

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
December 31, 2015
Amount
derecognized
NT$
Amount not
received
NT$
336,651
37,406
533,157
59,240
404,146
44,905
1,273,954
141,551
Buyer
Mega International
Commercial Bank
HSBC Bank
Bank of Taiwan
Credit
facilities
US$ (expressed
in thousand)
25,000
64,400
26,000
115,400
Cash received
in advance
NT$
Interest
rate
Guarantee
(promissory note)
expressed in
thousands
-
US
7,000
-
US
58,000
-
NT
725,400
-
Amount
derecognized
NT$
Amount not
received
NT$
-
-
-
-
-
-
-
-

(Continued)

28

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

  • (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,
2016
December 31,
2015
$ 102,684
1,188
2,190,735
2,550,383
$
2,293,419
2,551,571

The Company did not provide any of the aforementioned inventories as collateral.

For the years ended December 31, 2016 and 2015, the Company recognized the following items as cost of goods sold:

Gains (losses) on inventory valuation
Loss on disposal of inventories
Losses on physical inventories, net
2016
2015
$ (10,601)
9,500
(19,737)
(184,276
(2,178)
(585
$
(32,516)
(175,361
  • (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,
2016
December 31,
2015
$
9,317,894
10,088,961
  • (i) Please refer to the Company’s consolidated financial statements for the years ended December 31, 2016, for details of subsidiaries.

  • (ii) The Company did not provide investments accounted for using the equity method as collateral.

(Continued)

29

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

(g) Property, plant and equipment

The cost, and depreciation of the property, plant and equipment of the Company for the years ended December 31, 2016 and 2015, were as follows:

Cost or deemed cost:
Balance on January 1, 2016
Additions
Disposals
Reclassifications
Balance on December 31, 2016
Balance on January 1, 2015
Additions
Disposals
Reclassifications
Balance on December 31, 2015
Depreciation:
Balance on January 1, 2016
Depreciation
Disposals
Balance on December 31, 2016
Balance on January 1, 2015
Depreciation
Disposals
Balance on December 31, 2015
Carrying amounts:
Balance on December 31, 2016
Balance on December 31, 2015
Balance on January 1, 2015
Land Buildings
and
additional
equipment
Machinery
and
equipment
67,355
10,148
(8,759)
2,770
71,514
49,896
15,268
(513)
2,704
67,355
44,394
12,712
(8,590)
48,516
34,829
10,078
(513)
44,394
22,998
22,961
15,067
Other
equipment
Testing
equipment
Total
204
276,970
8,334
23,062
-
(11,818)
(3,892)
(1,122)
4,646
287,092
889
259,605
5,268
23,292
-
(2,982)
(5,953)
(2,945)
204
276,970
-
211,416
-
18,065
-
(11,174)
-
218,307
-
198,318
-
15,811
-
(2,713)
-
211,416
4,646
68,785
204
65,554
889
61,287
$ 22,879
-
-
-
$
22,879
$ 22,879
-
-
-
$
22,879
$ -
-
-
$
-
$ -
-
-
$
-
$
22,879
$
22,879
$
22,879
141,789
-
-
-
44,743
4,580
(3,059)
-
46,264
44,152
2,756
(2,469)
304
44,743
35,445
4,995
(2,584)
37,856
32,271
5,374
(2,200)
35,445
8,408
9,298
11,881
141,789
141,789
-
-
-
141,789
131,577
358
-
131,935
131,218
359
-
131,577
9,854
10,212
10,571

(i) The unamortized deferred revenue of equipment subsidy amounted to $1,159,073 and $1,018,732 for the years ended December 31, 2016 and 2015, respectively.

(ii) The Company did not provide property, plant and equipment as collateral.

(Continued)

30

PRIMAX ELECTRONICS LTD.

Notes to Financial Statements

(h) Investment property

Cost or deemed cost:
Balance on January 1, 2016
Additions
Balance on December 31, 2016
Balance on January 1, 2015
Additions
Balance on December 31, 2015
Depreciation and impairment losses:
Balance on January 1, 2016
Depreciation
Balance on December 31, 2016
Balance on January 1, 2015
Depreciation
Balance on December 31, 2015
Carrying amounts:
Balance on December 31, 2016
Balance on December 31, 2015
Balance on January 1, 2015
Fair value:
Balance on December 31, 2016
Balance on December 31, 2015
Balance on January 1, 2015
Land
$ 162,012
-
$
162,012
$ 162,012
-
$
162,012
$ 33,941
-
$
33,941
$ 33,941
-
$
33,941
$
128,071
$
128,071
$
128,071
Buildings and
other
equipment
Total
172,167
334,179
-
-
172,167
334,179
172,167
334,179
-
-
172,167
334,179
41,529
75,470
3,560
3,560
45,089
79,030
37,969
71,910
3,560
3,560
41,529
75,470
127,078
255,149
130,638
258,709
134,198
262,269
$
629,690
$
592,092
$
561,338
  • (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.

(Continued)

31

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

(i) Intangible assets

The cost and amortization of the intangible assets of the Company for the years ended December 31, 2016 and 2015, were as follows:

Cost:
Balance at January 1, 2016
Acquisition
Balance at December 31, 2016
Balance at January 1, 2015
Acquisition
Balance at December 31, 2015
Amortization:
Balance at January 1, 2016
Amortization
Balance at December 31, 2016
Balance at January 1, 2015
Amortization
Balance at December 31, 2015
Carrying amount:
Balance at December 31, 2016
Balance at December 31, 2015
Balance at January 1, 2015
Trademarks Patents
64,271
-
64,271
64,271
-
64,271
62,337
1,934
64,271
58,468
3,869
62,337
-
1,934
5,803
Copyrights
Total
30,832
120,687
-
-
30,832
120,687
30,832
120,687
-
-
30,832
120,687
12,846
91,173
2,056
6,548
14,902
97,721
10,791
82,690
2,055
8,483
12,846
91,173
15,930
22,966
17,986
29,514
20,041
37,997
$ 25,584
-
$
25,584
$ 25,584
-
$
25,584
$ 15,990
2,558
$
18,548
$ 13,431
2,559
$
15,990
$
7,036
$
9,594
$
12,153

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,
2016
December 31,
2015
$
-
1,120,518
$
10,044,220
6,960,042
0.93%~1.27%
0.85%~1.38%

(Continued)

32

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

(k) Long-term borrowings

Unsecured bank loans
Less: current portion
Total
Unused credit lines
Unsecured bank loans
Less: current portion
Total
Unused credit lines
December 31, 2016
Annual interest
rate
Maturity year
Amount
0.95%~1.56%
2017~2020
$ 601,111
(382,222)
$
218,889
$
-
December 31, 2015
Annual interest
rate
Maturity year
Amount
0.95%~1.56%
2017~2020
$ 1,316,667
(548,889)
$
767,778
$
150,000
Currency Annual interest
rate
TWD
Currency Annual interest
rate
TWD 0.95%~1.56%
  • (i) Pursuant to the loan agreements with Industrial Bank of Taiwan, 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, 2016, 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.

  • (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,
2016
December 31,
2015
$ 90,708
90,708
93,430
184,138
$
184,138
274,846

The Company leases a number of offices under operating leases. The lease terms are 15 years.

(Continued)

33

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

(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 are receivable as follows:

Less than one year
between two and five years
More than five years
December 31,
2016
December 31,
2015
$ 10,957
1,060
37,775
-
84,857
-
$
133,589
1,060

(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,
2016
December 31,
2015
$ 160,593
160,913
96,865
97,683
63,728
63,230
-
-
$
63,728
63,230

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 $96,865 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.

(Continued)

34

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

  • 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, 2016 and 2015, were as follows:

2016 2015
Defined benefit obligation on January 1 $ 160,913 162,598
Business combinations
Benefits paid (4,995) (14,885)
Current service costs and interest cost 3,417 4,685
Remeasurement of net defined benefit liabilities 1,258 8,515
Defined benefit obligation on December 31 $ 160,593 160,913
  • 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, 2016 and 2015, 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
2016
2015
$ 97,683
104,919
942
2,167
(271)
603
3,506
4,879
(4,995)
(14,885)
$
96,865
97,683
  • 4) Expenses recognized in profit or loss

The expenses recognized in profit or loss for the Company for the years ended December 31, 2016 and 2015, were as follows:

Current service costs
Net interest of net liabilities for defined benefit
Expenses
2016
2015
$ 1,401
1,322
1,074
1,196
$
2,475
2,518

(Continued)

35

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

  • 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, 2016 and 2015, was as follows:

Balance on January 1
Recognized during the period
Balance on December 31
2016
2015
$ 2,892
(5,020)
1,529
7,912
$
4,421
2,892

6) Actuarial assumptions

The principal actuarial assumptions at the reporting date were as follows:

Discount rate
Future salary increase rate
December 31,
2016
December 31,
2015
%
1.375
%
1.750
%
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 $3,336. The weighted-average lifetime of the defined benefit plans is 12 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.

If the actuarial assumptions had changed, the impact on the present value of the defined benefit obligation shall be as follows:

December 31, 2016
Discount rate
Future salary increase rate
December 31, 2015
Discount rate
Future salary increase rate
Influences of defined
benefit obligations
Increased 0.25%
Decreased 0.25%
$ (3,586)
3,708
$ 3,545
(3,447)
$ (3,835)
3,971
$ 3,811
(3,701)

(Continued)

36

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

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 2016 and 2015.

(ii) Defined contribution plans

The Company allocates 6% of each employee’s monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under this defined contribution plan, the Company allocates a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligation.

The Company recognized pension costs under the defined contribution method amounting to $41,230 and $39,743 for the years ended December 31, 2016 and 2015, 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, 2016 and 2015, were as follows:
Current tax expense
Deferred tax expense
Income tax expense
2016
2015
$ 432,225
366,500
(18,771)
(205,699)
$
413,454
160,801
  • (ii) The Company had no income tax recognized directly in equity or other comprehensive income for the years ended December 31, 2016 and 2015.

  • (iii) Reconciliation of income tax expenses and profit before tax for the years ended December 31, 2016 and 2015, 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
2016
2015
$ 2,347,524
1,933,923
399,079
328,767
(47,655)
(105,331)
(41,196)
(83,224)
7,106
157
65,978
60,246
(50,023)
-
80,165
(39,814)
$
413,454
160,801

(Continued)

37

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

(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,
2016 2015
Aggregate amount of temporary differences related
to investments in subsidiaries $ 422,133 475,399
  • 2) Unrecognized deferred tax assets

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

Deductible temporary differences December 31,
2016
December 31,
2015
$
109,500
60,300

The deductible temporary differences cannot be realized. Therefore, they were not recognized as deferred tax assets.

  • 3) Recognized deferred tax assets and liabilities

Changes in the amount of deferred tax assets and liabilities for the years ended December 31, 2016 and 2015, were as follows:

Deferred tax liabilities:
Balance on January 1, 2016
Recognized in profit or loss
Balance on December 31, 2016
Balance on January 1, 2015
Recognized in profit or loss
Balance on December 31, 2015
Investment
income
recognized
under the equity
method
(overseas)
Unrealized
foreign exchange
gains
Unrealized
foreign exchange
gains
Others
Total
$ 112,054
24,523
$
136,577
$ 89,222
22,832
$
112,054
-
-
5,528
117,582
11,456
35,979
16,984
153,561
1,061
93,783
4,467
23,799
5,528
117,582
-

(Continued)

38

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

Deferred tax assets:
Balance on January 1, 2016
Recognized in profit or loss
Balance on December 31, 2016
Balance on January 1, 2015
Recognized in profit or loss
Balance on December 31, 2015
Bad debt
in excess
of tax limit
$ 20,939
4,515
$
25,454
$ 11,521
9,418
$
20,939
Unfunded
pension fund
contribution
14,473
(175)
14,298
14,875
(402)
14,473
Unrealized
sales returns
and
allowances
44,241
13,374
57,615
29,977
14,264
44,241
Loss on
inventory
valuation
3,267
1,303
4,570
4,382
(1,115)
3,267
Deferred
granted
revenue
173,185
23,857
197,042
-
173,185
173,185
Unrealized
exchange
losses
17,339
(17,290)
49
-
17,339
17,339
Others
Total
20,075
293,519
29,166
54,750
49,241
348,269
3,266
64,021
16,809
229,498
20,075
293,519
  • (v) The Company’s income tax returns have been examined by the tax authority through the years up to 2013. However, the Company disagreed with the examination of the income tax returns for 2008 and requested an administrative remedy. The tax effect of the administrative remedy has been recognized by the Company.

  • (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,
2016
December 31,
2015
$
4,779,419
3,951,934
$
508,028
420,838
2016 (estimated)
2015 (actual)
19.06
%
13.69
%

The above information was prepared in accordance with information letter No. 10204562810 issued by the Ministry of Finance, ROC, on October 17, 2013.

(o) Capital and other equity

As of December 31, 2016 and 2015, the nominal ordinary shares amounted to $5,000,000. Face value of each share is $10 (dollars), which means in total there were 500,000 thousand authorized ordinary shares, of which 442,134 and 441,188 thousand shares, respectively, were issued. All issued shares were paid up upon issuance.

(Continued)

39

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

Reconciliation of shares outstanding for the years ended December 31, 2016 and 2015, was as follows:

(in thousands of shares)
Balance on January 1
Exercise of employee stock options
Issued for restricted stock
Redemption of restricted stock
Balance on December 31
Ordinary shares
2016
2015
441,188
434,658
1,331
3,810
-
3,000
(385)
(280)
442,134
441,188
  • (i) Ordinary shares

  • 1) The Company issued 1,331 thousand and 3,810 thousand new shares of ordinary shares for the exercise of employee stock options in 2016 and 2015, 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, 2016 and 2015, were as follows:

Exercise price per share: $25.20
Exercise price per share: $11.42
Exercise price per share: $26.50
December 31, 2016
Exercised shares
(in thousands)
Exercise price
120
$
3,024
December 31, 2015
Exercised shares
(in thousands)
Exercise price
235 $ 2,679
472
12,495
707
$
15,174
  • (ii) Capital surplus

The balances of capital surplus as of December 31, 2016 and 2015, were as follows:

Additional paid-in capital
Employee stock options
Restricted employee stock options
December 31,
2016
December 31,
2015
$ 508,583
447,630
229,175
236,277
53,708
93,461
$
791,466
777,368

(Continued)

40

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

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 by the directors’ distribution proposals proposed to the resolution at the stockholders’ meeting.

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.

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, 2016.

(Continued)

41

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

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 June 20, 2016, and June 29, 2015, the stockholders’ meeting resolved the distribution of earnings for 2015 and 2014, respectively. The distribution was NT$2.1 and 1.8 (dollars) per share, which amounted to $927,933 thousand and $791,107 thousand, 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.

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.

(Continued)

42

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

  • 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.

  • 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.

(Continued)

43

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

  • 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 $2,517 and $1,523 in 2016 and 2015, respectively.

  • 7) As of December 31, 2016, 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 1)
December 30, 2008/
November 12, 2009
11.42
30,828
5 years
(May 23, 2005~
November 11, 2014)
2 ~ 3 years
Plan 2 (note 2)
December 30, 2008/
November 12, 2009
11.42
7,224
6~8 years
(January 2, 2008~
November11, 2017)
3 ~ 5 years
Plan 3 (note 3)
Issued in
November 2011
Issued in
October 2012
November 24, 2011
October 22, 2012
16.20
25.2
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 1: 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.

  • Note 2: 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.

Note 3: 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
34.78%~44.59%
38.98%~48.44%
-
-
2.439%~2.665%
2.509%~2.538%
Exercise price of Primax Holdings’s
stock options (USD)
Expected time until expiration (years)
Stock price per share of Primax
Holdings (USD)
Expected volatility of stock price
Expected cash dividend rate
Risk-free interest rate

(Continued)

44

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

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:

Period of stock options
Exercise price of stock options
(NT dollars)
Expected time until expiration
(years)
Stock price per share (NT dollars)
Expected volatility of stock price
Expected cash dividend rate
Risk-free interest rate
Plan 1
11.42
5
16.50
45.18%
-
2.26%
Plan 2
11.42
8
16.50
45.18%
-
2.26%
Plan 3
Issued in
November 2011
Issued in October
2012
18.2
28.25
5
5
26.02
28.25
29.12%
32.38%~34.61%
6%
3.77%
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:

Granted options
Granted units
Plan 1
Before the
modification
After the
modification
Primax Holdings
the Company
7,365
21,654
Plan 2
Before the
modification
Primax Holdings
7,365
Before the
modification
After the
modification
Primax Holdings
the Company
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
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%
USD0.20
0.39~3.89
USD1.12
33.56%~45.36%
-
1.005%~1.5%

(Continued)

45

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

9) The related information on compensatory employee stock option plans was as follows:

Outstanding at January 1
Granted during the year
Forfeited during the year
Exercised during the year
Expired during the year
Outstanding at December 31
Exercisable at December 31
2016
Weighted-
average
exercise
price
Stock
options
(in
thousands)
24.66
1,728
-
-
25.20
(25)
25.62
(746)
-
-
22.16
957
22.16
957
2015
Weighted-
average
exercise
price
Stock
options
(in
thousands)
22.66
3,724
-
-
25.66
(169)
18.67
(1,750)
27.70
(77)
24.66
1,728
24.66
1,728
Weighted-
average
exercise
price
24.66
-
25.20
25.62
-
22.16
22.16

As of December 31, 2016 and 2015, 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,
2016
December 31,
2015
-
-
211
211
-
-
746
1,517
957
1,728
0.82
1.82
  • (ii) Restricted stock

  • 1) As of December 31, 2016, the outstanding restricted stock of the Company was as follows:

follows:
Plan 1 (note 1) Plan 2 (note 1)
Grant date October 1, 2013 November 20, 2013 February 10, 2014 July 17, 2014 February 24, 2015 August 18, 2015
Fair value on grant date (per share) 22.80 25.15 27.30 52.00 43.70 38.40
Exercise price Free grants Free grants Free grants Free grants Free grants Free grants
Granted units (thousand shares) 1,450 186 135 220 1,225 1,775
Vesting period 1~3 years 1~2 years 1~2 years 1~2 years 1~3years 1~3 years
(notes 2 and 3) (notes 3 and 4) (notes 3 and 4) (note 3) (notes 2 and 3) (note 2)

(Continued)

46

PRIMAX ELECTRONICS LTD. Notes to 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.

  • 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.

  • 2) The related information on restricted stock of the Company for 2016 and 2015 was as follows:
(Thousand shares)
Outstanding at January 1
Granted during the year
Forfeited during the year
Vesting during the year
Expired during the year
Outstanding at December 31
2016
2015
3,270
1,310
-
3,000
-
-
(1,214)
(660)
(285)
(380)
1,771
3,270

(Continued)

47

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

(iii) Expenses and liabilities attributable to share-based payment for 2016 and 2015 were as follows:

Expenses attributable to employee stock options

Restricted stock
Total

Salary payable:
Current
2016
2015
$ -
2,564
43,182
46,477
$
43,182
49,041
$
1,938
4,092

(q) Earnings per share

  • (i) Basic earnings per share

The calculation of basic earnings per share for the years ended December 31, 2016 and 2015, 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)
2016
2015
$
1,934,070
1,773,122
439,169
436,372
$
4.40
4.06

Weighted-average number of ordinary shares (thousand shares)

Ordinary shares at January 1
Exercise of employee stock options
Vesting of restricted stock
Ordinary shares at December 31
2016
2015
437,818
433,348
760
2,818
591
206
439,169
436,372
  • (ii) Diluted earnings per share

The calculation of diluted earnings per share for the years ended December 31, 2016 and 2015, 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)
$
2016
2015

1,934,070
1,773,122
443,212
441,810

4.36
4.01

(Continued)

48

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

Weighted-average number of ordinary shares at
December 31 (basic)
Effect of employee stock options
Effect of employee stock bonuses
Effect of restricted stock
Weighted-average number of ordinary shares at
December 31 (diluted)
2016
2015
439,169
436,372
745
1,707
2,174
2,769
1,124
962
443,212
441,810

(r) Operating revenue

The details of operating revenue for the years ended December 31, 2016 and 2015, were as follows:

Goods sold
Services rendered
Total
2016
2015
$ 44,778,842
50,323,410
960,941
1,314,771
$
45,739,783
51,638,181
  • (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, 2016 and 2015, were as follows:

Employee remuneration
Directors’ remuneration
2016
2015
$ 74,000
78,269
36,803
31,907
$
110,803
110,176

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 2016 and 2015. Any differences between the estimated amounts in the financial statements and the actual amounts approved by the Board of Directors, if any, shall be accounted for as a change in accounting estimate and recognized in the distribution year.

(Continued)

49

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

The differences between the amounts approved in the directors’ meeting and those recognized in the financial statements for the distributions of earnings for 2015 were as follows:

Employee remuneration
Stock
Cash
Directors’ remuneration
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 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, 2016 and 2015, were as follows:

Interest revenue of cash in banks
Rent revenue
Cash dividend revenue
2016
2015
$ 11,599
13,235
7,177
8,555
14,692
263
$
33,468
22,053

(u) Other gains and losses

The details of other gains and losses for the years ended December 31, 2016 and 2015, were as follows:

Net gains (losses) on financial assets/liabilities measured at
fair value through profit or loss
Foreign currency exchange gains, net
Impairment loss on available-for-sale financial assets
Gain on sale of or liquidate of available-for-sale financial
assets
Gain on disposal of subsidiaries
Compensation loss
Other
2016
2015
$ (9,113)
26,287
160,646
263,893
-
(939)
140,969
175
248,006
-
(180,000)
-
10,898
(5,928)
$
371,406
283,488

(Continued)

50

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

  • (v) Reclassification adjustments of components of other comprehensive income

The reclassification adjustment for other comprehensive income for the year ended December 31, 2016 and 2015 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
2016
2015
$ 251,675
294,053
(140,969)
-
$
110,706
294,053
  • (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
December 31,
2016
December 31,
2015
$ 505,192
989,857
208,462
8,870
10,926
7,107
4,028
855
$
728,608
1,006,689

The Company assesses the uncollectible amount of accounts and other receivables (including related parties) based on the aging analysis, the collection history, and the customers’ current financial 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 year ended December 31, 2016 and 2015, were as follows:

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
$ -
-
-
-
$
-
Collectively
assessed
impairment
Total
19,647
19,647
57,778
57,778
-
-
(448)
(448
76,977
76,977

(Continued)

51

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

Balance on January 1, 2015
Impairment loss recognized
Amounts written off
Exchange differences on translation of foreign
currency
Balance on December 31, 2015
Individually
assessed
impairment
$ -
-
-
-
$
-
Collectively
assessed
impairment
Total
19,430
19,430
-
-
(625)
(625)
842
842
19,647
19,647

(ii) Liquidity risk

The following table shows the contractual maturities of financial liabilities:

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
December 31, 2015
Non-derivative financial liabilities:
Short-term borrowings
Notes and accounts payable
Accounts payable - related parties
Other payables
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
$ 1,120,518
264
11,340,202
1,025,313
1,316,667
90,726
52,765
-
-
$
14,946,455
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
1,120,518
264
11,340,202
1,025,313
1,342,525
90,726
-
52,765
-
14,972,313
Within 6
months
783,593
9,352,640
1,520,893
-
277,546
-
-
2,766,941
(2,615,359)
12,086,254
1,120,518
264
11,340,202
1,025,313
282,503
-
-
52,765
-
13,821,565
6~12
months
-
-
-
-
110,096
-
-
-
-
110,096
-
-
-
-
280,977
-
-
-
-
280,977
1~2 years
-
-
-
-
137,431
-
-
-
-
137,431
-
-
-
-
555,552
-
-
-
-
555,552
2~5 years
Over 5
years
-
-
-
-
-
-
781,263
-
84,580
-
-
125,703
-
-
-
-
-
-
865,843
125,703
-
-
-
-
-
-
-
-
223,493
-
-
90,726
-
-
-
-
-
-
223,493
90,726

The Company does not expect that the cash flows included in the maturity analysis could occur significantly earlier or at significantly different amounts.

(Continued)

52

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

(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, 2016
Foreign
currency
Exchange
rate
TWD
$ 416,943
32.279
13,458,517
376,297
32.279
12,146,505
December 31, 2016
Foreign
currency
Exchange
rate
TWD
$ 416,943
32.279
13,458,517
376,297
32.279
12,146,505
December 31, 2015 December 31, 2015
Foreign
currency
$ 416,943
376,297
Exchange
rate
32.279
32.279
Foreign
currency
411,446
392,674
Exchange
rat
TWD
33.066
13,604,883
33.066
12,984,166

  • 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, 2016 and 2015, would have increased or decreased the net profit after tax by $54,449 and $25,760, respectively. The analysis is performed on the same basis for both periods.

  • 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 2016
Exchange
gains
and losses
Average
exchange
rate
$ 160,646
1
2015
Exchange
gains
and losses
$ 160,646
Exchange
gains
and losses
Average
exchange
rate
263,893
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.

(Continued)

53

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

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 $6,678 and decreased or increased by $2,585 for the years ended December 31, 2016 and 2015, respectively. This is mainly due to bank savings and borrowings with variable interest rates.

(v) Other price risk

If the market price had changed of the equity securities 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 variables remain constant):

Securities’ price on
December 31
10% rise
10% fall
2016
2015
Other ecomprehensive
income after tax
Other ecomprehensive
income after tax
$ 58,640
55,160
$ (58,640)
(55,160)

(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 **
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
Fair Value
Level 1
-
586,404
-
Level 2
-
-
-
Level 3
Total
141,317
141,317
287,517
873,921
150,430
150,430

(Continued)

54

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

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
Gurantee deposits
Total
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
Salary payable
Gurantee deposits
Total
December 31, 2016 December 31, 2016 December 31, 2016
Carrying
amounts
$ 601,111
10,136,233
2,331,760
781,263
359,279
125,703
$ 14,335,349
Fair Value
Level 1
Level 2
Level 3
Total
December 31, 2015
Fair Value
Level 1
-
551,600
-
Level 2
-
-
-
Level 3
Total
79,052
79,052
16,297
567,897
52,765
52,765

(Continued)

55

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

  • 2) Fair value 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 stock 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.

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 stocks. The fair value is based on a valuation technique in the emerging market of stocks, the estimated fair value is adjusted for the lack of liquidity. When prices listed in the emerging market are unavailable, the fair value is estimated on the basis of unadjusted prior trade prices.

  • 3) Transfers between Level 1 and 3

The fair value of shares of Nien Made Enterprise Co., Ltd. amounted to $586,404 and $551,600 as of December 31, 2016 and 2015, respectively. The shares of Nien Made Enterprise Co., Ltd. have been listed on the TWSE since December 2015 and have quoted prices. Thus, the fair value measurement transferred from Level 3 to Level 1 on December 31, 2015.

  • 4) Reconciliation of Level 3 fair values
Balance on January 1
Recognized in profit or loss
Recognized in other
comprehensive income
Transfer out of Level 3
Acquisition / disposal
Balance on December 31
2016 Total
42,584
(9,113)
(3,000)
-
247,933
278,404
2015
Available
for sale
Total
275,536
273,799
(939)
25,348
294,900
294,900
(551,600)
(551,600)
(1,600)
137
16,297
42,584
Fair value
through
profit or loss
$ 26,287
(9,113)
-
-
(26,287)
$
(9,113)
Available
for sale
16,297
-
(3,000)
-
274,220
287,517
Fair value
through
profit or loss
(1,737)
26,287
-
-
1,737
26,287

(Continued)

56

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

  • 5) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement

The fair value measurements of the Company which are categorized within Level 3 are classified as financial assets and liabilities at fair value through profit or loss – derivative financial instruments and available-for-sale financial assets – equity securities. The quantitative information about significant unobservable inputs was as follows:

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.

(x) Financial risk management

(i) Briefings

The Company is exposed to the following risks arising 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.

(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.

(Continued)

57

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

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 $4,634,282 (including restricted deposits) in DBS Bank and 7 other financial institutions, and $1,909,353 (including restricted deposits) in CTBC Bank and 3 other financial institutions, representing 17% and 7% of total assets, as of December 31, 2016 and 2015, 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, 2016 and 2015, totaled 21% and 26%, respectively. As of December 31, 2016 and 2015, 7% and 15%, 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.

(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.

(Continued)

58

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

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 $10,044,220 and $7,110,042 as of December 31, 2016 and 2015, 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.

(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.

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, 2016 and 2015, was 59% and 62%, respectively.

(Continued)

59

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

(7) Related-party transactions:

(a) The Company and its subsidiaries

Percentage of Percentage of Percentage of
shareholding
December December
Name of investor Name of subsidiary Principal activities 31, 2016 31, 2015 Description
The Company Primax Industries (Cayman Holding) Ltd. Holding company 100.00 % 100.00 %
(Primax Cayman)
The Company Primax Technology (Cayman Holding) Holding company 100.00 % 100.00 %
Ltd. (Primax Tech.)
The Company Destiny Technology Holding Co., Ltd. Holding company 100.00 % 100.00 %
(Destiny BVI.)
The Company Primax Destiny Co., Ltd. Market development and 100.00 % 100.00 %
(Destiny Japan) customer service
The Company Primax Electronics Korea Co., Ltd. Market development and - % 100.00 % Primax Korea was
(Primax Korea) customer service closed and finished
the liquidation
process in March
2016
The Company Diamond (Cayman) Holdings Ltd. Holding company 100.00 % 100.00 %
(Diamond)
The Company Gratus Technology Corp. Market development and 100.00 % 100.00 %
(Gratus Tech.) customer service
The Company Global TEK Fabrication Co., Ltd. Manufacture and sale of - % 30.00 % (notes 2 & 3)
(Global TEK) sophisticated machinery
components, automotive
parts, industrial
automation parts,
communication parts and
aerospace components
Primax Cayman Primax Industries (Hong Kong) Ltd. Export and import 100.00 % 100.00 %
(Primax HK) trading
Diamond Tymphany Worldwide Enterprises Ltd. Holding company 70.00 % 70.00 % (note 1)
(TWEL)
Global TEK Global TEK Co., Ltd. (GT) Manufacture of - % 100.00 % (notes 2 & 3)
sophisticated machinery
components and
automotive parts
Global TEK Global TEK Fabrication Co., Ltd. Holding company - % 100.00 % (notes 2 & 3)
(Samoa) (GTF-S)
Primax HK Dongguan Primax Electronic & Manufacture of 100.00 % 100.00 %
and Primax Tech. Telecommunication Products Ltd. multifunctional
(PCH2) peripherals, computer
mice, mobile phone
accessories, consumer
electronics products, and
shredders
Primax HK Primax Electronics (KS) Corp., Ltd. Manufacture of 100.00 % 100.00 %
(PKS1) computer, peripherals and
keyboards
Primax HK Primax Electronics (Chongqing) Corp., Manufacture of computer 100.00 % 100.00 %
Ltd. (PCQ1) peripherals and
keyboards

(Continued)

60

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

Name of investor Name of subsidiary Principal activities
Sale of multi-function
printers and computer
peripheral devices
Research and
development of computer
peripheral devices and
software
Sale of audio accessories,
amplifiers and their
components
Market development and
customer service of
amplifiers and their
components
Manufacture, research
and development, design,
and sale of audio
accessories, amplifiers
and their components
Sale of audio accessories,
amplifiers and their
components
Manufacture, research
and development, design,
and sale of audio
accessories, amplifiers
and their components
Research and
development, design, and
sale of audio accessories,
amplifiers and their
components
Sale of automotive parts,
industrial automation
parts, communication
parts and aerospace
components
Holding company
Holding company
Manufacture of
sophisticated machinery
components
Manufacture of industrial
automation parts,
communication parts and
aerospace components
Manufacture of
sophisticated machinery
components and
automotive parts
Percentage of
shareholding
December
31, 2016
December
31, 2015
Description
Percentage of
shareholding
December
31, 2016
December
31, 2015
Description
December
31, 2016
Primax Tech.
Destiny BVI.
TWEL
TWEL
TYM HK
TYM HK
TYM HK
Tymphany
Dongguan
GT
GTF-S
GTF-S
GTF-HK
GTS
GTS and WUXI
GLOBAL TEK
Polaris Electronics Inc. (Polaris)
Destiny Electronic Corp.
(Destiny Beijing)
Tymphany HK Ltd. (TYM HK)
TYP Enterprises, Inc. (TYP)
Premium Loudspeakers (Hui Zhou) Co.,
Ltd. (Premium Hui Zhou)
TYMPHANY LOGISITCS, INC.
(TYML)
Dongguan Tymphany Acoustic
Technology Co., Ltd.
(Tymphany Dongguan)
Dongguan Dongcheng Tymphany
Acoustic Technology Co., Ltd.
(TYDC)
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)
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
-
%
-
%
-
%
-
%
-
%
-
%
100.00
%
100.00
%
100.00
(note 1)
%
100.00
(note 1)
%
100.00
(note 1)
%
100.00
TYML was
incorporated in May
2015
%
100.00
Tymphany
Dongguan was
incorporated in
September 2015
%
-
TYDC was
incorporated in
October 2016
%
100.00
(notes 2 & 3)
%
100.00
(notes 2 & 3)
%
100.00
(notes 2 & 3)
%
100.00
(notes 2 & 3)
%
100.00
(notes 2 & 3)
%
100.00
(notes 2 & 3)

(Continued)

61

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

  • Note 1: TWEL was incorporated in October 2013, acquiring all shares of TYM HK by issuing new ordinary shares. The Company acquired 70% of the shares of TWEL by cash through its subsidiary Diamond on January 10, 2014. Therefore, the Company indirectly acquired all shares of TWEL’s subsidiaries, and included them in the consolidated financial statements from the same date.

  • Note 2: The Company acquired 30% of the shares of Global TEK by cash on January 5, 2015. Therefore, the Company indirectly acquired all shares of Global TEK’s subsidiaries. The Company has control over its relevant activities by acquiring more than 50% of the board of directors’ voting rights based on the resolution of its interim meeting of shareholders held on February 13, 2015. The Company included all Global TEK’s subsidiaries in the consolidated financial statements from the same date. Before the Company has control, investments in subsidiaries are accounted for using the equity method.

  • Note 3: The Board resolved to dispose 20% of the shares of Global TEK on June 21 and September 21, 2016. The disposal transaction has been settled on October 3, 2016, and the Company lost control over Global TEK on the same date.

(b) Parent company and ultimate controlling company

The Company is the ultimate controlling party of the Company and its subsidiaries.

  • (c) Significant transactions with related-party

  • (i) Sales

The amounts of significant sales by the Company to related parties and the outstanding balances were as follows:

Subsidiaries Sales
2016
2015
$
4,445,229
6,264,761
Accounts receivable – related parties
2016
$
4,445,229
December 31, 2016
December 31, 2015
513,446
2,052,505

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 significant purchases by the Company from related parties and the outstanding balances were as follows:

Subsidiaries Purchases
2016
2015
$
41,258,401
49,233,250
Accounts payable – related parties
2016
$
41,258,401
December 31, 2016
December 31, 2015
9,352,640
11,340,202

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 and 45 or 90 days, respectively.

Accounts payable to subsidiaries over normal payment terms agreed by both sides was reclassified to long-term payable. On December 31, 2016, long-term accounts payable to related parties is $781,263.

The Company’s sales of products to subsidiaries’ customers on behalf of its subsidiaries amounted to $883,662 and $1,209,503 for the years ended December 31, 2016 and 2015, respectively. Related sales and purchases were eliminated and recorded on a net basis.

(Continued)

62

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

(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
2016
2015
$
28,448
45,293
Other payables
2016
$
28,448
December 31, 2016
December 31, 2015
1,540
3,490
  • (iv) Receivable and payable on behalf of related parties

The other payables arising from receiving the equipment subsidy on behalf of subsidiaries amounted to $9,828 and 60,958 for the years ended December 31, 2016 and 2015.

The other receivables arising from the materials purchased on behalf of the subsidiaries amounted to $854,518 and 17,018 for the years ended December 31, 2016 and 2015.

  • (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
Investment using
equity method
201 6 Gains or
losses
from
disposal
164,785
20 15
Trading
quantities
11,020
(thousand)
Trading
targets
Shares
Proceeds
from
disposal
(note)
549,347
Trading
quantities
-
Trading
targets
-
Proceeds
from
disposal
Gains or
losses
from
disposal
-
-
Other related
parties

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 related parties were as follows:

Purchasing of raw materials December 31,
2016
December 31,
2015
$
338,930
384,227

(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 2016 amounted to $8,640 and there were no receivables on December 31, 2016. Please refer to note 6(l) for non-cancellable receivable.

(Continued)

63

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

(d) Key management personnel compensation

Short-term employee benefits
Post-employment benefits
Termination benefits
Other long-term benefits
Share-based payments
2016
2015
$ 121,107
123,092
1,129
721
-
-
-
-
17,088
15,124
$
139,324
138,937

Please refer to note 6(p) for information related to share-based payments.

(8) Pledged assets:None

(9) Commitments and contingencies:

  • (a) Please refer to notes 7 and 13 for guarantees and endorsements provided to subsidiaries.

  • (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,
2016
December 31,
2015
$
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,
2016
December 31,
2015
$
2,805,777
2,874,690
$
2,160,000
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:None

(Continued)

64

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

(12) Other:

Employee benefit, depreciation, and amortization expenses are summarized by function as below:

By function
By item
2016 2016 2016 2015 2015 2015
Operating
cost
Operating
expenses
Total Operating
cost
Operating
expenses
Total
Employee benefits
Salaries
Labor and health insurance
Pension
Others
Depreciation
Amortization
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
121,905
6,190
3,415
4,040
10
-
1,209,513
66,821
38,846
57,451
15,801
17,628
1,331,418
73,011
42,261
61,491
15,811
17,628

The average number of the Company’s employees for the years ended December 31, 2016 and 2015, was 783 and 752, respectively.

(13) Other disclosures:

  • (a) Information on significant transactions:

The following is the information on significant transactions required to be disclosed by the Regulations for the Company:

(i) Loans to other parties:

No. Name of
lender
Name of
borrower
Account
name
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
Coll ateral Individual
funding
loan limits
Maximum
limit of
fund
financing
Item Value
1
2

PKS1
Global
TEK

The
Company
GLOBAL
TEK
WUXI
GT
GTS
Other
accounts
receivable
Other
accounts
receivable
Other
accounts
receivable
Other
accounts
receivable
781,263
96,846
101,353
30,000
781,263
47,049
30,000
-
781,263
47,049
30,000
-
-
0%~2%
2.896%
2.000%
Necessary to
loan to other
parties


-
-
-
-
Operating
capital


-
-
-
-
-
-
-
-
920,598
217,391
217,391
217,391
920,598
434,782
434,782
434,782
  • Note 1: The Board of directors approved PKS1 to extend loan to any indiviual of the parent company or subsidiaries having 100% voting share, with the loan amount and the total amount not exceeding its net worth in the latest financial statements.

Note 2: The loan amount and the total loan amount for the Company shall not exceed 10% and 20%, respectively, of its net worth in the latest financial statements. The Company lost control over Global TEK group in October 2016. The information on Global TEK group was disclosed as of September 30, 2016.

(Continued)

65

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

(ii) Guarantees and endorsements for other parties:

No. Name of
guarantor
Counter-party of
guarantee and
endorsement
Counter-party of
guarantee and
endorsement
Limitation 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
endorsemen
ts 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 Relationship
with the
Company
0
1

2
3
The
Company

PCH2



Global
TEK

GT





PCH2
PCQ1
PKS1
GT
Global
TEK
Global
TEK
WUXI
The
subsidiary of
PHK1 and
PTH2
The same
parent
company

The same
parent
company
The same
parent
company
3,299,917
1,336,851
1,336,851
217,391
50,761
50,761
390,432
235,200
100,800
30,000
50,000
50,400
338,930
193,674
96,837
-
-
47,049
20,917
26,560
56,676
-
-
27,445
-
-
-
-
-
-
%
3.08
%
4.35
%
2.17
%
-
%
-
%
46.34
8,799,779

3,564,936

3,564,936

543,478

91,370

91,370
Y
-
-
Y
-
-
-
-
-
-
Y
-
Y
Y
Y
-
-
Y

Note 1: The amount and the total amount of the guarantee to a company shall not exceed 30% and 80%, respectively, of its net worth in the latest financial statements. Note 2: The amount and the total amount of the guarantee to a company shall not exceed 30% and 80%, respectively, of PCH2’s net worth in the latest financial statements. Note 3: The amount and the total amount of the guarantee to a company shall not exceed 20% and 50%, respectively, of Global TEK’s net worth in the latest financial statements. The Company lost control over Global TEK group in October, 2016. The information for Global TEK group ended on September 30, 2016.

Note 4: The amount and the total amount of the guarantee to a company shall not exceed 50% and 90%, respectively, of GT’s net worth in the latest financial statements. The Company lost control over Global TEK group in October 2016. The information on Global TEK group was disclosed as of September 30, 2016.

  • (iii) Securities held as of December 31, 2016 (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.
Nien Made
Enterprise Co., Ltd.
Global TEK
Shares:
Echo. Bahn.
WK Global
Investment III Ltd.
-
-
-
-
-
-
-
-
-
-
Available-for-sale
financial asset-non-
current







Available-for-sale
financial asset-non-
current
359
512
179
53
6
917
1,764
5,510
400
630
4,000
3,820
2,802
646
749
-
586,404
275,500
873,921
-
13,880
13,880
3.59
0.38
1.66
0.76
0.02
2.04
0.60
10.00
11.90
1.32
4,000
3,820
2,802
646
749
-
586,404
275,500
-
13,880

(Continued)

66

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

  • (iv) Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20% of the Company’s issued 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 Sales Sales Sales Sales Ending Balance Ending Balance
Shares
(thousands)
Amount Shares
(thousands)
Amount Shares
(thousands)
Price Cost Gain (loss)
on disposal
Shares
(thousands)
Amount
The
Company
PCH2
PCH2
PCQ1
Premium
Huizhou
Shares:
Global TEK
Financial
instruments
of floating
income and
capital
guaranteed
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


Related
parties
Initial
offerings


Other related
parties
None


16,530
-
-
-
-
555,091
-
-
-
-
-
-
-
-
-
-
7,308,498
667,960
559,312
534,061
11,020
-
-
-
-
549,347
7,315,451
667,774
558,388
527,401
384,562
7,308,498
666,565
557,754
526,428
248,004
(note 1)
6,953
(note 1)
(186)
(note 1)
(924)
(note 1)
(6,660)
(note 1)
5,510
-
-
-
-
275,500
-
-
-
-

Note 1: Gains of disposal include valuation and exchange differences on translation.

  • (v) Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20% of the Company’s issued capital:None

  • (vi) Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20% of the Company’s issued capital:None

  • (vii) Related-party transactions for purchases and sales with amounts exceeding the lower of NT$100 million or 20% of the Company’s issued capital:

Name of
company
Related party Nature of
relationship
Transaction details Transaction details Transaction details Transactions wi
from
th 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 HK
PCH2
PKS1
PCQ1
Polaris
TYM HK
Tymphany
Dongguan
Subsidiary
The subsidiary of
Primax Cayman
The subsidiary of
Primax HK
The subsidiary of
Primax HK
The subsidiary of
Primax HK
The subsidiary of
Primax Tech
The subsidiary of
TWEL
The subsidiary of
TYM HK
Purchase
Purchase
Purchase
Purchase
Purchase
(Sale)
(Sale)
(Sale)
429,806
16,357,886
18,234,471
1,012,723
5,189,828
(3,804,963)
(400,149)
(239,956)
%
1
%
39
%
45
%
2
%
13
%
(8)
%
(1)
%
(1)
60 days




90 days
60 days
Price agreed by
both side






The same as
general purchasing




The same as
general selling

(49,873)
-
(6,971,192)
(409,294)
(1,922,281)
226,050
165,384
-
-%
-%
(69)%
(4)%
(19)%
3%
2%
-%

(Continued)

67

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

Name of
company
Related party Nature of
relationship
Transaction details Transaction details Transaction details Transaction details Transactions with terms different
from others
Transactions with terms different
from others
Notes/Accounts receivable
(payable)
Notes/Accounts receivable
(payable)
Note
Purchase/
Sale
Amount Percentage of
total
purchases/sales
Payment
terms
Unit price Payment terms Ending
balance
Percentage of
total
notes/accounts
receivable
(payable)
Primax
Cayman
Primax HK

PCH2

PKS1
PCQ1
Polaris
TYM HK


Premium Hui
Zhou
Tymphany
Dongguan

Global TEK
GT
Global TEK
XI'AN
Global TEK
WUXI
The Company
The Company
PCH2
Primax HK
The Company
The Company
The Company
The Company
Premium Hui
Zhou
The Company
Tymphany
Dongguan
TYM HK
The Company
TYM HK
Global TEK
XI'AN
Global TEK
WUXI
Global TEK
GT
Parent
Parent
Subsidiary
Parent
The parent of
Primax Cayman
The parent of
Primax Cayman
The parent of
Primax Cayman
The parent of
Primax Tech
Subsidiary
The parent of
Diamond
Subsidiary
Parent
Parent
Parent
The subsidiary of
GTS
The subsidiary of
GTS and WUXI
Global TEK
The parent of
GTF-HK
The subsidiary of
Global TEK
(Sale)
(Sale)
Purchase
(Sale)
(Sale)
(Sale)
(Sale)
Purchase
Purchase
Purchase
Purchase
(Sale)
Purchase
(Sale)
Purchase
Purchase
(Sale)
(Sale)
(429,806)
(16,357,886)
16,272,682
(16,272,682)
(18,234,471)
(1,012,723)
(5,189,828)
3,804,963
3,825,446
400,149
3,871,980
(3,825,446)
239,956
(3,871,980)
122,441
393,728
(122,441)
(393,728)
%
(100)
%
(100)
%
100
%
(36)
%
(40)
%
(100)
%
(88)
%
99
%
47
%
5
%
48
%
(94)
%
6
%
(100)
%
32
%
63
%
(71)
%
(37)


30 days

60 days


90 days
60 days






90 days




















The same as
general purchasing
The same as
general selling



The same as
general purchasing



The same as
general selling
The same as
general purchasing
The same as
general selling
The same as
general purchasing

The same as
general selling
49,873
-
(305,434)
305,434
6,971,192
409,294
1,922,281
(226,050)
(986,123)
(165,384)
(1,191,888)
986,123
-
1,191,888
(35,080)
(236,385)
35,080
236,385
100%
-%
(100)%
3%
65%
34%
89%
(24)%
(40)%
(7)%
(49)%
98%
-%
99%
(27)%
(42)%
58%
40%

Note 1: Accounts receivables over payment terms has been classified as other receivables-non-current.

Note 2: The Company has lost control over Global TEK in October, 2016. The information for Global TEK group are disclosed as of September 30, 2016.

(Continued)

68

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

(viii) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20% of the Company’s issued 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
The Company

CH2

KS1
CQ1
remium Hui
Zhou
Tymphany
Dongguan
Global TEK
WUXI
Polaris
TYM HK
Primax HK
The Company
The Company
The Company
TYM HK
TYM HK
GT
The Subsidiary of
Primax Tech
The Subsidiary of
TWEL
Parent
The Parent of Primax
Cayman
The Parent of Primax
Cayman
The Parent of Primax
Cayman
Parent
Parent
The Subsidiary of
Global TEK
226,050
165,384
305,434
6,971,192
1,190,557
1,922,281
986,123
1,191,888
236,385
12.72
0.43
3.11
5.23
1.36
3.92
4.37
6.50
2.41
-
-
-
-
781,263
-
-
-
-
Reclassify to Long-term payable, and
enhance the control of receivables
226,050
86,141
1,316
6,550,647
241,863
1,241,674
600,391
426,604
19,726
-
-
-
-
-
-
-
-
-

Note 1: Amounts collected as of March 7, 2017.

Note 2: The Company has lost control over Global TEK in October, 2016. The information for Global TEK group are disclosed as of September 30, 2016.

  • (ix) Trading in derivative instruments: Please refer to note 6(b) in the consolidated financial statements for the year ened December 31, 2016.

(b) Information on investees:

The following is the information on investees for the year ended December 31, 2016 (excluding information on investees in Mainland China):

Name of
investor
Name of
investee
Location Main
businesses and products
Original investment
amount
Original investment
amount
Balance as of Decembe Balance as of Decembe r 31, 2016 Net income
(losses)
of investee
Share of
profits/losses
of investee
Note
December 31,
2016
December 31,
2015
Shares
(thousands)
Percentage
of wnership
Carrying
value
The
Company






Primax
Cayman
Primax Tech.
Destiny BVI.
Destiny Japan
Primax Korea
Diamond
Global TEK
Gratus Tech.
Total
Cayman Islands
Cayman Islands
Virgin Island
Japan
Korea
Cayman Islands
Taiwan
USA
Holding company
Holding company
Holding company
Market development and
customer service
Market development and
customer service
Holding company
Manufacture and sale of
sophisticated machinery
components, automotive
parts, industrial automation
parts, communication parts,
and aerospace components
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
9,101
2,517,298
545,490
9,330
6,557,199
8,147,636
285,067
1,050
0.50
-
84,050
-
300
100.00
100.00
100.00
100.00
-
100.00
-
100.00
4,336,069
1,922,225
26,320
16,146
-
3,007,259
-
9,875
9,317,894
211,690
(24,669)
(3,452)
242
-
144,863
79,912
75
251,896
11,354
(3,452)
242
-
145,891
18,569
75
424,575
(note 3)
(note 4)
408,661

(Continued)

69

PRIMAX ELECTRONICS LTD.

Notes to Financial Statements

Name of
investor
Name of
investee
Location Main
businesses and products
Original investment
amount
Original investment
amount
Balance as of December 31, 2016 Balance as of December 31, 2016 Balance as of December 31, 2016 Net income
(losses)
of investee
Share of
profits/losses
of investee
Note
December 31,
2016
December 31,
2015

Shares
(thousands)
Percentage
of wnership
Carrying
value
Primax
Cayman
Primax HK Hong Kong


Sale of multi-function
printers and computer
peripheral devices
2,375,164 2,375,164 602,817 100.00 4,433,962 213,540 213,540
Primax
Tech.
Polaris USA


Sale of multi-function
printers and computer
peripheral devices
52,680 52,680 1,600 100.00 394,322 11,071 11,071
Diamond TWEL Cayman Islands
Holding company 2,515,800 2,515,800 38,501 70.00 2,904,380 349,720 166,285
TWEL
TYM HK
TYP
Hong Kong



USA



Holding company and sale of
audio accessories, amplifiers
and their components
Market development and
customer service of
amplifiers and their
components
76,280
(note 1)
15
(note 1)
76,280
(note 1)
15
(note 1)

144,395

0.50
100.00
100.00
1,540,112
4,876
337,425
2,692
337,425
2,692
TYM HK TYML USA


Sales audio accessories,
amplifiers and their
components
6,628 6,628 200 100.00 (10,786) 3,436 4,674
Global TEK
GT
GTF-S
Taiwan



Samoa Islands
Manufacture of sophisticated
machinery components and
automotive parts
Holding company
-
-
166,000
(note 2)
360,029
(note 2)

-

-
-
-
-
-
(31,844)
116,707
(31,844)
116,543
(note 4)
(note 4)
GT GP USA



Sale of automotive parts,
industrial automation parts,
communication parts and
aerospace components
- 641
(note 2)

-
- - (110) (110) (note 4)
GTF-S
GTS
GTF-HK
Samoa Islands

Hong Kong
Holding company
Holding company
-
-
330,650
(note 2)
123,916
(note 2)

-

-
-
-
-
-
94,849
22,001
94,849
22,001
(note 4)
(note 4)

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 amount is the initial investment costs from the original stockholders prior to the acquisition of the Company through Global TEK. Note 3: The liquidation of Primax Korea was completed in March 2016.

Note 4: The Company has lost control over Global TEK in October 2016.

(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, 2016
Investm ent flows Accumulated
outflow of
investment from
Taiwan as of
December 31, 2016
Net
income
(losses)
of the
investee
Percentage
of
ownership
Investment
income
(losses)
Book
value
Accumu-late
remittance o
earnings in
current
period
Outflow Inflow
PCH2
Destiny
Bejing
PKS1
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
2,075,044
41,105
908,593
Indirect
investment
through Primax
Cayman and
Primax Tech.

Indirect
investment
through
Destiny BVI.

Indirect
investment
through Primax
Cayman
1,817,427
(note 2)
34,719
(note 2)
727,452
(note 2)
-
-
-
-
-
-
1,773,902
(note 2)
33,893
(note 2)
710,138
(note 2)
(103,572)
(3,452)
69,114
100%
100%
100%
(103,572)
(3,452)
69,114
4,456,136
26,316
920,591
-
-
-

(Continued)

70

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

Name of
investee
Main
businesses
and
products
Total
amount
of paid-in
capital
Method
of
investment
Accumulated
outflow of
investment from
Taiwan as of
January 1, 2016
Investm ent flows Accumulated
outflow of
investment from
Taiwan as of
December 31, 2016
Net
income
(losses)
of the
investee
Percentage
of
ownership
Investment
income
(losses)
Book
value
Accumu-lated
remittance of
earnings in
current
period
Outflow Inflow
PCQ1
Premiurn
Hui Zhou
Tymphany
Dongguan
TYDC
WUXI
Global
TEK
Global
TEK
XI'AN
Global
TEK
WUXI
Manufacture of computer,
peripherals and keyboards
Research and development,
design, and sale of audio
accessories, amplifiers and their
components
Research and development,
design, and sale of audio
accessories, amplifiers and their
components

Manufacture of sophisticated
machinery components
Manufacture of industrial
automation parts,
communication parts and
aerospace components
Manufacture of sophisticated
machinery components and
automotive parts
583,149
146,303
(note 3)
16,140
93,064
-
-
-
Indirect
investment
through Primax
Cayman
Indirect
investment
through
Diamond
Indirect
investment
through
Diamond

Indirect
investment
through Global
TEK
Indirect
investment
through Global
TEK
Indirect
investment
through Global
TEK
661,320
(note 2)
2,777,544
16,533
-
102,306
(note 4)
21,245
(note 4)
286,467
(note 4)
-
-
-
-
-
-
-
-
-
-
-
102,306
21,245
286,467
645,580
(note 2)
2,711,436
16,140
-
-
-
-
246,273
125,942
35,972
-
24,478
7,238
124,651
100%
70%
70%
70%
30%
30%
30%
246,273
88,159
25,180
-
7,343
2,171
37,395
915,196
410,738
33,904
65,144
-
-
-
-
-
-
-
-
-
-

Note 1: The above information on the exchange rate is as follows: HKD:TWD $4.1623; USD:TWD 32.279; CNY:TWD 4.6532.

Note 2: The difference 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.

Note 3: The amount is the initial investment costs from the original stockholders prior to the acquisition of the Company through Diamond.

  • Note 4: The amount is the initial investment costs from the original stockholders prior to the acquisition of the Company through Global TEK.

Note 5: The Company has lost control over Global TEK in October 2016.

(ii) Limitation on investment in Mainland China:

Name of
Company
Accumulated Investment in
Mainland China as of
December 31, 2016
Investment Amounts
Authorized by Investment
Commission, MOEA
Upper Limit on Investment
The Company 5,980,672 6,797,921 None(Note 1)

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)

71

PRIMAX ELECTRONICS LTD. Notes to Financial Statements

  • (iii) Significant transactions:

The significant inter-company transactions with the subsidiary 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 years ended December 31, 2016 and 2015, for details.

72

PRIMAX ELECTRONICS LTD.

Statement of cash and cash equivalents

December 31, 2016

(Expressed in thousands of New Taiwan Dollars)

Item
Cash on hand
Checking accounts and demand deposits
Time deposits
Description
Amount
$ 543
931,183
USD118,327 thousand ; Exchange rate32.279
3,819,472
$
4,751,198

Statement of accounts receivable

Item
Accounts receivable:
Corporation A
Corporation S
Corporation P
Corporation T
Corporation Q
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
$ 567,098

509,727

477,199

439,073

419,081

5,025,001
7,437,179
(76,977)
(20,494)
$
7,339,708

73

PRIMAX ELECTRONICS LTD.

Statement of other receivables

December 31, 2016

(Expressed in thousands of New Taiwan Dollars)

Item
Other receivablesrelated parties
Other receivablesother
Taxes receivables
Other (individual amount not exceeding 5%)
Total
Description
Amount
Payable on behalf of related parties
$ 854,518
Remaining receivable due to sale of
accounts receivable
141,551
Income and sales tax refund receivable
48,272
6,582
$
1,050,923

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
$ 2,228,739
2,424,891
(38,004)
2,190,735
102,736
98,207
(52)
2,523,098
102,684
$
2,293,419
Cost
Net realizable value
$ 2,228,739
2,424,891
(38,004)
2,190,735
102,736
98,207
(52)
2,523,098
102,684
$
2,293,419
2,424,891
98,207
2,523,098

74

PRIMAX ELECTRONICS LTD.

Statement of changes in available-for-sale financial asset non-current

From January 1 to December 31, 2016

(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.
Beginning Balance
Number of
shares
Amount
1,680 $ 7,000
640
5,100
179
2,802
53
646
6
749
-
-
2,605
551,600
917
-
$
567,897
Additions
Number of
shares
Amount
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Disposal
Number of
shares
Amount
-
-
-
-
-
-
-
-
-
-
-
-
(841)
(79,301)
-
-
(79,301)
Other adjustments
(note)
Number of
shares
Amount
(1,321)
(3,000)
(128)
(1,280)
-
-
-
-
-
-
5,510
275,500
-
114,105
-
-
385,325
Ending Balance
Pledged
Number of
shares
Amount
or
guaranteed
359
4,000
None
512
3,820

179
2,802

53
646

6
749

5,510
275,500

1,764
586,404

917
-

873,921
Number of
shares
-
-
-
-
-
-
-
-
Number of
shares
-
-
-
-
-
-
(841)
-
Number of
shares
(1,321)
(128)
-
-
-
5,510
-
-

Note: Other adjustments comprise capital reduction for covering accumulated deficits, capital reduction to refund, reclassification from using equity method, and unrealized gains or losses on available-for-sale financial assets.

75

PRIMAX ELECTRONICS LTD.

Statement of changes in investment accounted for using equity method

From January 1 to December 31, 2016

(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.
Primax Electronics Korea Co.,Ltd
Diamond (Cayman) Holdings Ltd.
Global TEK Co., Ltd.
Gratus Technolgy Corp.
Beginning Balance
Number
of shares
Amount
8,147,636 $ 4,504,851
285,067
2,057,568
1,050
32,943
0.5
15,746
67
10,468
84,050
2,902,254
16,530
555,091
300
10,040
$10,088,961
Additions
Number
of shares
Amount
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Disposal
Number
of shares
Amount
-
-
-
-
-
-
-
-
(67)
(10,149)
-
-
(16,530)
(576,843)
-
-
(586,992)
Other adjustments
Number
of shares
Amount
(Note1)
-
(168,782)
-
(135,343)
-
(6,623)
-
400
-
(319)
-
105,005
-
21,752
-
(165)
(184,075)
Ending Balance
Number
of shares
Percentage
of holding
shares
Amount
8,147,636
%
100.00
4,336,069
285,067
%
100.00
1,922,225
1,050
%
100.00
26,320
0.5
%
100.00
16,146
-
%
-
-
84,050
%
100.00
3,007,259
-
%
-
-
300
%
100.00
9,875
9,317,894
Ending Balance
Number
of shares
Percentage
of holding
shares
Amount
8,147,636
%
100.00
4,336,069
285,067
%
100.00
1,922,225
1,050
%
100.00
26,320
0.5
%
100.00
16,146
-
%
-
-
84,050
%
100.00
3,007,259
-
%
-
-
300
%
100.00
9,875
9,317,894
Market
value or
book value
Pledged of
guaranteed
4,447,153
None
1,955,366

26,320

16,146

-

3,007,259

-

9,875

9,462,119
Number
of shares
-
-
-
-
-
-
-
-
Number
of shares
-
-
-
-
(67)
-
(16,530)
-
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.

76

PRIMAX ELECTRONICS LTD.

Statement of changes in property, plant and equipment

From January 1 to December 31, 2016

(Expressed in thousands of New Taiwan Dollars)

Please refer to note 6(g) for Property, plant and equipment.

Statement of change in investment property

Please refer to note 6(h) for Investment property.

77

PRIMAX ELECTRONICS LTD.

Statement of other payables

December 31, 2016

(Expressed in thousands of New Taiwan Dollars)

Item
Expense payables
Others (note)
Total
Description
Amount
Payables for allowance for sales return and discount
$ 681,917
Taxes related to income and tariff
524,832
Research and development expense for projects and inspection
413,887
Employee and director remuneration
274,666
Compensation payment
180,000
Accounts payable for maintenance and equipment, labor
and health insurance and employee benefits
256,458
$
2,331,760

Note : individual amount not exceeding 5%

Statement of notes and accounts payable

Item
Corporation
Corporation
Corporation
Other (individual amount not exceeding 5%)
Description
Amount
Operating cost
$ 652,922

86,961

41,655
2,055
$
783,593

78

PRIMAX ELECTRONICS LTD.

Statement of other current liabilities

December 31, 2016

(Expressed in thousands of New Taiwan Dollars)

Item Description Amount
Sales revenue received in advance Advance sales receiptsnon-related parties $ 212,326
Other (note) 7,530
Total $ 219,856
Note : (individual amount not exceeding 5%)

Statement of other non-current liabilities

Item Amount
Deferred tax liabilitiesnon-current $ 153,561
Gurantee deposits 125,703
Accured pension liabilities 63,728
Other (note) 2,582
$ 345,574
Note : (individual amount not exceeding 5%)

79

PRIMAX ELECTRONICS LTD.

Statement of long-term borrowings

December 31, 2016

(Expressed in thousands of New Taiwan Dollars)

Creditor
Industrial Bank of Taiwan
CTBC Bank
The Export-Import Bank of
the Republic of China
Total
Description
Long-term borrowings


Less: Current portion
Amount
$ 166,667
240,000
194,444
(382,222)
$
218,889
Term of
contract
2014.1~2017.1
2015.1~2018.1
2015.2~2020.2
Interest
rate
Pledged on
guaranteed
Note 1
None
Note 1

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.

80

PRIMAX ELECTRONICS LTD.

Statement of operating revenue

From January 1 to December 31, 2016

(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
86,962
$ 24,692,372
209,586
20,750,838
45,443,210
(113,753)
(550,615)
44,778,842
960,941
$
45,739,783

81

PRIMAX ELECTRONICS LTD.

Statement of operating costs

From January 1 to December 31, 2016

(Expressed in thousands of New Taiwan Dollars)

Item Amount
Raw material On January 1, 2016 $ 1,240
Add: Purchases 101,496
Less: Raw material on December 31, 2016 (102,736)
Raw material used -
Manufacturing overhead 184,676
Manufacturing cost 184,676
Add: Finished goods and merchandises on January 1, 2016 2,577,786
Purchases from triangular trade 40,783,089
Less: Finished goods and merchandises on December 31, 2016 (2,228,739)
Losses on physical inventories (2,178)
Loss on disposal of inventories (19,737)
Cost of finished goods and merchandises 41,294,897
Service costs 779,029
Loss on inventory valuation, obsolescence and physical inventories 12,779
Loss on disposal of inventories 19,737
Operating costs $ 42,106,442

82

PRIMAX ELECTRONICS LTD.

Statement of selling, administrative, research and development expenses

From January 1 to December 31, 2016

(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
$ 278,763
17,084
37,934
31,765
57,848
57,778
46,083
143,220
$
670,475
Administrative
expenses
Research and
development
expenses
251,619
648,062
23,207
49,095
12,717
59,100
86,955
7,223
-
-
-
-
49
872
67,598
206,508
442,145
970,860

Note : individual amount not exceeding 5%