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Primax Interim / Quarterly Report 2016

Nov 10, 2016

52436_rns_2016-11-10_de5992d4-2b64-45d5-b65e-a048cc5f8579.pdf

Interim / Quarterly Report

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PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES

Consolidated Financial Statements

September 30, 2016 and 2015

(With Independent Auditors' Review Report Thereon)

要侯建業群合會計師事務府 KPMG

台北市11049信義路5段7號68樓(台北101大樓) 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, Xinyi Road, Taipei City 11049, Taiwan (R.O.C.)

Telephone 電話 + 886 (2) 8101 6666 傳真 + 886 (2) 8101 6667 Fax 網址 kpmg.com/tw Internet

Independent Auditors' Review Report

The Board of Directors Primax Electronics Ltd.:

We have reviewed the accompanying consolidated balance sheets of Primax Electronics Ltd. and its subsidiaries as of September 30, 2016 and 2015, and the related restated consolidated statements of comprehensive income, changes in stockholders' equity, and cash flows for the three months and for the nine months ended September 30, 2016 and 2015. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to issue a report on these consolidated financial statements based on our reviews. The financial statements of Tymphany Worldwide Enterprises Ltd. were reviewed by other auditors. Therefore, our report, insofar as it relates to Tymphany Worldwide Enterprises Ltd., is based solely on the reports of the other auditors. The assets of Tymphany Worldwide Enterprises Ltd. amounted to NT\$4,353,056 thousand, constituting 10.6% of the consolidated total assets as of September 30, 2016. Its operating revenue amounted to NT\$2,156,067 thousand and NT\$5,654,910 thousand, constituting 11.7% and 12.1% of the consolidated operating revenue for the three months and nine months ended September 30, 2016, respectively.

Except as described in the following paragraph, we conducted our reviews in accordance with Statement on Auditing Standards No. 36, "Engagements to Review Financial Statements". Those guidelines require that we plan and perform the review, consisting principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the auditing standards generally accepted in the Republic of China, with the objective of expressing an opinion regarding the consolidated financial statements taken as a whole. Accordingly, we do not express such an opinion.

Also included in the accompanying consolidated financial statements are the financial statements of nonmajor subsidiaries, which were not reviewed by independent auditors. The total assets of these subsidiaries amounted to NT\$5,170,051 thousand and NT\$12,452,302 thousand, constituting 12.5% and 30.4% of the total consolidated assets as of September 30, 2016 and 2015, respectively. The total liabilities amounted to NT\$4,058,872 thousand and NT\$4,225,379 thousand, constituting 14.5% and 14.7% of the total consolidated liabilities as of September 30, 2016 and 2015, respectively. The comprehensive income amounted to NT\$30,515 thousand and NT\$367,673 thousand, constituting 5.9% and 47.4% of the total consolidated comprehensive income for the three months ended September 30, 2016 and 2015, respectively. Also, for the nine months ended September 30, 2016 and 2015, the comprehensive income amounted to NT\$90,775 thousand and NT\$660,183 thousand, constituting 7.9% and 45.6% of the total consolidated comprehensive income.

Based on our reviews and the reviews of other auditors, except for the effects of the adjustments, if any, that might have emerged had the financial statements of the said consolidated subsidiaries been reviewed by independent auditors, we are not aware of any material modifications that should be made to the accompanying consolidated financial statements described in the first paragraph for them to be in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standards No. 34, "Interim Financial Reporting" which was endorsed by the Financial Supervisory Commission.

$\mathbf{r}$

KPM G

November 10, 2016

The accompanying consolidated financial statements are intended only to present the consolidated financial position, results of operations and consolidated cash flows in accordance with the Regulations Governing the Preparation of Financial Report by Securities Issuers and IAS 34 Interim Financial Reporting as endorsed by the Financial Supervisory Commission in the Republic of China and not those of any other jurisdictions. The standards, procedures, and practices to review such financial statements are those generally accepted and applied in the Republic of China.

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

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES

As of September 30, 2016 and 2015 reviewed only, not audited in accordance with generally accepted auditing standards.

Consolidated Balance Sheets

$\frac{1}{2}$

$\ddot{\phantom{a}}$

September 30, 2016 and December 31 and September 30, 2015
(expressed in thousands of New Taiwan dollars)

September 30, 2016 $\frac{\text{December 31,2015}}{\text{Amount}}$ September 30, 2015 September 30, 2016 December 31, 2015 September 30, 2015
Assets
Current assets:
ر
په
Amount
$A$ mount ×, Liabilities and equity
Current liabilities:
่ำ
Amount
Amount ำ∣ี่ Amount ×
Cash and cash equivalents (note 6(a)) $\tilde{=}$
6,700,586
u,
7,623.380 B 7,949,345 Short-term borrowings (note 6(k)) 2,892,208
69
1,350,565 4,086,918
Financial assets at fair value through profit or loss -- Notes and accounts payable
16,157,807
18,723,930 16,452,740 ্ব
current (note 6(b)) 69,673 88,717 193,053 Financial liabilities at fair value through profit or loss-
Notes and accounts receivable, net (note 6(d)) $\mathcal{S}$
14,592,671
14,424,622 13,681,614 నె Other payables (note 7(b))
current (note 6(b))
60,578
3.162,843
60, ICS 140,024
Accounts receivable -- related parties, net 998,131 1,891,786
227,107
270,329
(notes $6(d)$ and $7(b)$ ) 68,825 54.995 53,196 Salary payable (note 6(q)) ,075,675
Other receivables (note 6(d)) 108,783 462,242 489,888 Other current liabilities 292,856 279,120 349,896
Inventories, net (note 6(e)) 6,449,479 7,350,609 7,294,433 Current portion of long-term borrowings (note 6(1)) 715,555 622,347 679,709
Non-current assets held for sale (note 6(f)) 3,660,447 Liabilities directly associated with non-current assets held
Other current assets (note 8) 42.77 408.596 458,937 for sale (note 6(f)) 1.710,877 26,055.291 · 적
32.093,236 30,413,161 30,120,466 ଖ୍
25,990,850
26,154,964 63
Non-current liabilities:
Non-current assets: Long-term borrowings (note 6(l)) 218,889 1,055,140 1,0.56,574
Available-for-sale financial assets - non-current Long-term deferred revenue (note 6(h)) 1,464,370 1,084,133 1,034,570
$($ note $6(c)$ 730,803 584,430 319,061 Other non-current liabilities 381,348 $-320.911$
$2,660.184$
521,695
Property, plant and equipment (notes 6(h) and 8) 4.760,409 6,284,023 6,129,265 2,064,607 2,612,845
Investment property, net (note 6(1)) 35,792 258.709 259,599 Total liabilities ๆะ
28.055.457
28,815,148 ଞ୍ 28,668,136 ಿಗಿ
Intangible assets (note 6(J) 2,703,302 3,322,191 3,471,832
Deferred tax assets 469,404 390,414 137,449 Equity attributable to stockholders of parent:
Long-term prepaid rent (note 8) 276,668 306,125 356,185 Common stock (note 6(p)) 4.417.478 411,877 1,412,137
Other non-current assets (note 8) 171,310 172,680 165,927 ٠ Capital collected in advance 0740 15,174 3,406
$\tilde{a}$
9,147,688
11,318.572 $\overline{E}$ 10,839,318 $\frac{56}{5}$ Capital surplus (note 6(p)) 784,936 777,368 780,058
Legal reserve (note 6(p)) 788,634 611,322 611,322
Special reserve (note 6(p)) 9.300 97,300 97,300
Unappropriated retained carnings (note 6(p)) 4,256,076 3,951,934 3,455,346
Other equity 264,778 565,406 432,931
Non-controlling interests (note 6(g)) ၂၁
2.566.52
2,486.20 2,499,148
Total equity 13,185,467 12.916.585 12,291,648 శి
Total assets
$$ -41.240.924$
41,731,733 40,959,784 Total liabilities and equity
\$ 41.240.924
41,731,733 40,959,784

$\overline{\phantom{a}}$

$\bar{\bar{z}}$

$\ddot{\phantom{0}}$

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Consolidated Statements of Comprehensive Income

For the three months and for the nine months ended September 30, 2016 and 2015 (expressed in thousands of New Taiwan dollars, except earnings per share)

$\ddot{\phantom{0}}$

$\bar{z}$

2016
2015 (restated)
2016
2015 (restated)
%
$\%$
%
Amount
Amount
Amount
$\frac{1}{2}$
Amount
100
18,488,446
100
Operating revenue (notes 6(s) and 7(b))
\$
17,220,627
46,794,027
100
43,804,569
100
Operating cost (notes 6(e), (n), (q) and (t) and 12(a))
16,294,983
88
15,375,245
89
89
41,631,843
39,145,882
89
12
Gross profit
2,193,463
1,845,382
11
5,162,184
$\mathbf{\mu}$
4,658,687
$\mathbf{11}$
Operating expenses (notes 6(n), (q) and (t) and 12(a)):
Selling expenses
3
417,538
386,425
3
1.111,663
$\mathbf{2}$
1,025,083
3
Administrative expenses
$\overline{c}$
$\overline{2}$
$\mathbf{2}$
347,496
327,163
821,924
$\boldsymbol{2}$
845,154
Research and development expenses
3
$\overline{3}$
535,264
$\overline{\mathbf{3}}$
586,091
1,565,682
3
1,440,943
8
8
$\frac{7}{4}$
1,351,125
1,248,852
3,499,269
3,311,180
8
3
842,338
4
Net operating income
596,530
1,662,915
1,347,507
$\overline{\mathbf{3}}$
Non-operating income and expenses:
Other income (note 6(u))
51,286
50,477
148,040
125,192
Other gains and losses (notes 6(c) and (v))
(62, 785)
140,066
1
288,412
297,249
1
Share of profit of subsidiaries accounted for using equity method
3,772
÷
Finance costs
(34,300)
(81, 671)
(85,090)
(109, 834)
$\bullet$
(45, 799)
108,872
328,514
339,227
$\overline{a}$
$\overline{4}$
4
796,539
705,402
4
1,991,429
4
Income before income taxes
1,686,734
213,692
Income tax expense (note 6(o))
217,231
581,770
-1
414,593
3
3
3
3
Net income from continuing operations
582,847
488,171
1,409,659
1,272,141
Net income from discontinued operations (note 12(b))
49,221
50,411
146,284
33,111
$\overline{\mathbf{3}}$
3
3
633,258
537,392
1.555,943
1,305,252
3
Other comprehensive income (loss):
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operation's
financial statements
(298,990)
(1)
233,515
(642,998)
(1)
1
114,631
Unrealized gains and losses on available-for-sale
financial assets (notes 6(c) and (v))
184,984
5,475
$\mathbf{I}$
229,209
28,684
Income tax relating to items that may be reclassified to profit or
loss
(413,789)
$\omega$
(114,006)
238.990
143,315
238,990
143.315
(114,006)
(413,789)
(1)
Other comprehensive income
$\mathbf{1}$
519,252
3
776,382
1.448,562
Comprehensive income
4
1,142,154
$\overline{\mathbf{z}}$
3
S
Net income attributable to:
Stockholders of parent
S
561,764
3
501,294
3
1,409,387
3
1,268,434
3
36,098
71.494
Non-controlling interests
146,556
36,818
÷.
$\overline{\mathbf{3}}$
3
537,392
3
633,258
1.555.943
1.305.252
3
s
Comprehensive income attributable to:
s
705,056
Stockholders of parent
491,024
3
4
1,062,631
2
1,380,844
3
Non-controlling interests
28,228
71,326
79,523
67.723
$\overline{2}$
519.252
3
776,382
1.142.154
\$
1,448,567
$\overline{\mathbf{3}}$
Earnings per share (note 6(r)):
Basic earnings per share (NT dollars)
Net income from continuing operations
\$
1 28
1.12
3.15
2.89
Net income from discontinued operations
0.03
0.06
0.02
1.28
1.15
3.21
2.91
Net income
$\cdot$
s
Diluted earnings per share (NT dollars)
Net income from continuing operations
\$
1.27
1.11
3.12
2.85
0.03
0.06
Net income from discontinued operations
0.02
1.27
1.14
S
3.18
2.87
Net income
For the three months ended September 30 For the nine months ended September 30

$\bar{z}$

Consolidated Statements of Changes in Equity
For the nine months ended September 30, 2016 and 2015
(expressed in thousands of New Taiwan dollars)

Equity attributable to stockholders of parent
Capital Retained earnings differences on
Exchange
translation of
foreign
Unrealized
Common collected
Capital
Capital Legal Special Unappropriated
retained
operation's
financial
available-for-sale
gains (losses) on
Unearned
employee
controlling
Non-
stock in advance surplus reserve reserve carnings statements financial assets compensation Total interests Total equity
Balance on January 1, 2015 \$4,346,578 38,903 673,543 456,853 97,300 3,132,488 422,382 707 (18, 241) 9,150,513 1,158,234 10,308,747
Net income 1,268,43 1,268,434 36,818 1,305,252
Other comprehensive income 83,726 28,684 112,410 30,905 143,31
Comprehensive income 1,268,434 83,726 28.684 $-1.380.844$ 67,723 1,448,567
Appropriation and distribution of retained earnings:
Legal reserve 154,469 (154, 469)
Cash dividends (791, 107) (791, 107) (791, 107)
Issuance of restricted stock 30,000 91,693 (121, 693)
Amortization expense of restricted stock 31,604 31,604 31,604
Retirement of restricted stock (900) (4,862) 5,762
Compensation cost of share-based payment 3,147 3,147 3,528
Exercise of employee stock options 17,499 17,499 17,499
Issuance of common stock for employee stock options and abandonment 36,459 (32,996) 16, 337
Changes in non-controlling interests $\cdot$ Н 1.272.810 1.272.81
Balance on September 30, 2015 $5 + 412.13$ 电阻 $-80,058$ TETTE 电子机 145.34 $-506,108$ 29.39 $-0.02,568$ 19, 192, 50 2.499.148 ग्रिपेल
Balance on January 1, 2016 4,411,877
ú
15,174 777,368 611,322 97,300 3,951,934 351,045 294,760 (80, 399) 10,430.38 2,486,204 12,916,58
Net income 1,409,387 1,409.387 146,556 1,555,94
Other comprehensive income (5.5,96) 229.209 1346.750 (67,033) (413.789
Comprehensive income 1,409,387 (573,965 229.20 1.062.63 $-23.523$ 1,142,154
Appropriation and distribution of retained earnings:
Legal reserve 17,312 (177, 312)
Cash dividends (921, 933) (92, 933) (927, 933)
Amortization expense of restricted stock 35,929 35,929 35,929
Retirement of restricted stock (3,850) (6,349) 10,199
Compensation cost of share-based payment 1,861 1,861 264 2,659
Exercise of employee stock options 16,073 16,073 16,073
Issuance of common stock for employee stock options 21.307
Balance on September 30, 2016 S 4417.478 $\frac{9}{4}$ 12.056
284.936
$-33.63$ $\frac{1}{2}$ 1,256,076 121.910 $-22.969$ 134.21) 10,618,942 2.566.525 11185.46

See accompanying notes to consolidated financial statements.

ł,

$\bar{\mathcal{A}}$

$\hat{\mathcal{A}}$

$\bar{z}$

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the nine months ended September 30, 2016 and 2015 (expressed in thousands of New Taiwan dollars)

For the nine months ended September 30
2016 2015
Cash flows from operating activities:
Income before income taxes from continuing operations \$
1,991,429
1,686,734
Income before income taxes from discontinued operations 202,982 50,847
Income before income taxes 2,194,411 1,737,581
Adjustments:
Adjustments to reconcile (profit):
Depreciation and amortization 1,231,025 1,069,445
Losses related to inventories 733,331 235.768
Provision (reversal of provision) for bad debt allowance and sales returns 61,119 (2,002)
Gain on disposal of available-for-sale financial assets (140, 969)
Interest expenses 91,983 119,963
Interest income (103, 892) (137, 461)
Compensation cost of share-based payment 38,588 35,132
Other 5,016 2,506
1,916,201 1,323,351
Changes in operating assets and liabilities:
Notes and accounts receivable (958, 940) (2,610,930)
Accounts receivable - related parties (13, 830) 7,385
Other receivables – current and non-current 272,878 (106, 119)
Inventories (275, 156) (2, 288, 713)
Other current assets (176, 211) 79,562
Financial assets at fair value through profit or loss 18,041 (95, 565)
Other (109, 696) 67,059
Changes in operating assets (1,242,914) (4,947,321)
Notes and accounts payable (2,009,472) 3,427,459
Salary payable (228, 976) 22,043
Other payables (166, 648) 235,973
Other current liabilities 27,377 192,802
Other 4,476 57,079
Changes in operating liabilities (2,373,243) 3,935,356
Changes in operating assets and liabilities (3,616,157) (1,011,965)
Adjustments (1,699,956) 311,386
Cash flows from operations 494,455 2,048,967
Interest received 103,892 137,461
Interest paid (91, 933) (54, 885)
Income taxes paid (839,064) (291, 478)
Net cash flows provided by (used in) operating activities (332, 650) 1,840,065
Cash flows from investing activities:
Acquisition of subsidiary (minus cash acquired) (39,041)
Cash from non-current assets held for sale (439, 531)
Proceeds from disposal of available-for-sale financial assets 220,270
Acquisition of property, plant and equipment (683, 149) (1,320,170)
Proceeds from disposal of property, plant and equipment 48,707 38,264
Acquisition of other deferred assets
Other
(37, 451)
27,968
(47, 728)
21,866
Net cash flows used in investing activities
Cash flows from financing activities:
(863,186) (1,346,809)
Increase in short-term borrowings 1,909,114 1,635,710
Decrease in long-term borrowings (417, 568) (202, 606)
Decrease in guarantee deposits (5,668) (54, 176)
Decrease in other payables – related parties (63,994) (21, 408)
Cash dividend (927, 933) (791, 107)
Exercise of employee stock options 16,073 17,499
Net cash flows provided by financing activities 510,024 583,912
Effect of foreign currency exchange translation (236,982) 58,154
Net increase (decrease) in cash and cash equivalents (922, 794) 1,135,322
Cash and cash equivalents at beginning of period 7,623,380 6,814,023
Cash and cash equivalents at end of period \$
6,700,586
7,949,345

See accompanying notes to consolidated financial statements.

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2016 and 2015 (expressed in thousands of New Taiwan dollars unless otherwise specified)

(1) Organization

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 consolidated financial statements of the Company as at and for the years ended September 30, 2016, comprised the Company and subsidiaries (together referred to as "the Group"). The major business activities of the Group were the manufacture and sale of multi-function printers, scanners, digital camera modules, computer mice, keyboards, track pads, mobile phone accessories, consumer electronics products, shredders, amplifiers, speakers, audio systems and industrial automation parts. Please refer to note 13 for further information.

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) Financial Statements Authorization Date and Authorization Process

The consolidated financial statements were authorized for issuance by the board of directors on November 10, 2016.

(3) New Standards and Interpretations Not Yet Adopted

(a) Impact of the International Financial Reporting Standards ("IFRSs") endorsed by the Financial Supervisory Commissions R.O.C. ("FSC") but not yet in effect

PRIMAX ELECTRONICS, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

According to the 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 (excluding IFRS 9 "Financial Instruments", IFRS 15 "Revenue from Contracts with Customers", and others which have yet to be approved by the FSC in order for them to take effect) in preparing their financial statements. The related new standards, interpretations and amendments are as follows:

Effective date
New, Revised or Amended Standards and Interpretations per IASB
Amendments to IFRS 10, IFRS 12 and IAS 28 "Investment Entities: January 1, 2016
Applying the Consolidation Exception"
Amendments to IFRS 11 "Accounting for Acquisitions of Interests in January 1, 2016
Joint Operations"
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 January 1, 2016
Methods of Depreciation and Amortization"
Amendments to IAS 16 and IAS 41 "Agriculture: Bearer Plants" January 1, 2016
Amendments to IAS 19 "Defined Benefit Plans: Employee July 1, 2014
Contributions"
Amendment to IAS 27 "Equity Method in Separate Financial January 1, 2016
Statements"
Amendments to IAS 36 "Recoverable Amount Disclosures for January 1, 2014
Non-Financial Assets"
Amendments to IAS 39 "Novation of Derivatives and Continuation of January 1, 2014
Hedge 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 Group assessed that the initial application of the above IFRSs would not have any material impact on the consolidated financial statements.

Notes to Consolidated 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 as of the end of reporting date is as follows:

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 Effective date to be
Between an Investor and Its Associate or Joint Venture" 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 January 1, 2018
of 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 January 1, 2017
Unrealized Losses"

The Group is still currently determining the potential impact of the standards listed below:

Issuance / Release
Dates
Standards or
Interpretations
Content of amendment
May 28, 2014
April 12, 2016
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;

$\boldsymbol{4}$

$\ddot{\phantom{a}}$

Reviewed only, not audited in accordance with generally accepted auditing standards. PRIMAX ELECTRONICS, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Issuance / Release Standards or
Dates Interpretations Content of amendment
(iii) account for a license for
intellectual property (IP); and (iv)
apply transition requirements.
November 19, 2013
July 24, 2014
IFRS 9 "Financial
Instruments"
The standard will replace IAS 39
"Financial 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.

Notes to Consolidated Financial Statements

Issuance / Release Standards or
Dates Interpretations Content of amendment
January 13, 2016 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.
January 19, 2016 Amendments to IAS 12
"Recognition of Deferred Tax
Assets for Unrealized
Losses"
The objective of this project is to
clarify the accounting for deferred
tax assets for unrealized losses on
debt instruments measured at fair
value. It clarifies that taxable profit
excluding tax deductions' used for
assessing the utilization of
deductible temporary differences is
different from taxable profit on
which income taxes are payable.
January 29, 2016 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.

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

(Continued)

$\overline{5}$

6

Reviewed only, not audited in accordance with generally accepted auditing standards. PRIMAX ELECTRONICS, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(4) Summary of Significant Accounting Policies

(a) Statement of compliance

These consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers ("the Regulations") and the guidelines of IAS 34 Interim Financial Reporting, which were endorsed by the FSC. These consolidated financial statements do not include all of the information required by the International Financial Reporting Standards, the International Accounting Standards, IFRIC Interpretations and SIC Interpretations endorsed by the FSC ("the IFRS endorsed by the FSC") for the annual financial statements.

Except as described in the following paragraph, the significant accounting policies adopted in the preparation of the consolidated financial statements are applied consistently with those of the consolidated financial statements for the year ended December 31, 2015. For other related information, please refer to Note (4) of the consolidated financial statements for the year ended December 31, 2015.

  • (b) Basis of consolidation
    1. Except as described in the following paragraph, the principles of preparation of the consolidated financial statements are consistent with the consolidated financial statements for the year ended December 31, 2015. Please refer to note $4(c)$ of the consolidated financial statements for the year ended December 31, 2015 for further information.
    1. List of subsidiaries in the consolidated financial statements

The consolidated financial statements comprise the Company and its subsidiaries. The Group controls an entity when it is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its control over the entity.

The details of the subsidiaries included in the consolidated financial statements are as follows:

Name of Name of Principal Percentage of shareholding
investor subsidiarv activities 2016 September 30. December 31,
2015
September 30,
2015
Description
The Company Primax Industries
(Cayman Holding) Ltd.
(Primax Cayman)
Holding company 100.00% 100.00% 100.00%
The Company Primax Technology
(Cayman Holding) Ltd.
(Primax Tech.)
Holding company 100.00% 100.00% 100.00%

Notes to Consolidated Financial Statements

Name of Name of Principal Percentage of shareholding
September 30, December 31, September 30,
investor subsidiary activities 2016 2015 2015 Description
The Company Destiny Technology
Holding Co., Ltd.
(Destiny BVI.)
Holding company 100.00% 100.00% 100.00%
The Company Primax Destiny Co., Ltd. Market development and
(Destiny Japan)
customer service 100.00% 100.00% 100.00%
The Company Primax Electronics Korea Market development and
Co., Ltd.
(Primax Korea)
customer service 100.00% 100.00% Primax Korea
was closed and
finished the
liquidation
process in
March 2016
The Company Diamond (Cayman)
Holdings Ltd.
(Diamond)
Holding company 100.00% 100.00% 100,00%
The Company (Gratus Tech.) Gratus Technology Corp. Market development and
customer service
100.00% 100.00% 100.00%
The Company Global TEK Fabrication
Co., Ltd.
(Global TEK)
Manufacture and sale of
sophisticated machinery
components, automotive
parts, industrial
automation parts,
communication parts and
aerospace components
30.00% 30,00% 30.00% (note 2 & 3)
Kong) Ltd.
(Primax HK)
Primax Cayman Primax Industries (Hong Export and import trading 100.00% 100.00% 100.00%
Diamond Tymphany Worldwide
Enterprises Ltd.
(TWEL)
Holding company 70.00% 70.00% 70.00% (note 1)
Global TEK Global TEK Co., Ltd.
(GT)
Manufacture of
sophisticated machinery
components and
automotive parts
100.00% 100.00% 100.00% (note 2 & 3)
Global TEK Global TEK Fabrication
Co., Ltd. (Samoa)
$(GTF-S)$
Holding company 100.00% 100.00% 100.00% (note 2 & 3)
Primax Tech. Primax HK and Dongguan Primax
Electronic &
Telecommunication
Products Ltd.
(PCH2)
Manufacture of
multifunctional
peripherals, computer
mice, mobile phone
accessories, consumer
electronics products, and
shredders
100.00% 100.00% 100.00%
Primax HK Primax Electronics (KS)
Corp., Ltd. (PKS1)
Manufacture of computer,
peripherals and keyboards
100.00% 100.00% 100.00%
Primax HK Primax Electronics
(Chongqing) Corp., Ltd.
(PCQ1)
Manufacture of computer
peripherals and keyboards
100.00% 100.00% 100.00%

$\bf{8}$

L.

Reviewed only, not audited in accordance with generally accepted auditing standards. PRIMAX ELECTRONICS, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Name of Name of Principal Percentage of shareholding
investor subsidiary activities 2016 September 30, December 31,
2015
September 30,
2015
Description
Primax Tech. Polaris Electronics Inc.
(Polaris)
Sale of multi-function
printers and computer
peripheral devices
100.00% 100.00% 100.00%
Destiny BVI. (Destiny Beijing) Destiny Electronic Corp. Research and development
of computer peripheral
devices and software
100.00% 100.00% 100.00%
TWEL Tymphany HK Ltd.
(TYM HK)
Sale of audio accessories.
amplifiers and their
components
100.00% 100.00% 100.00% (note 1)
TWEL TYP Enterprises, Inc.
(TYP)
Market development and
customer service of
amplifiers and their
components
100.00% 100.00% 100.00% (note 1)
TYM HK Premium Loudspeakers
(Hui Zhou) Co., Ltd.
(Premium Hui Zhou)
Manufacture, research and
development, design, and
sale of audio accessories,
amplifiers and their
components
100.00% 100.00% 100.00% (note 1)
TYM HK Tymphany Australia Pty
Ltd. (TYM Australia)
Research and development,
design, and sale of audio
accessories, amplifiers and
their components
100.00% TYM Australia
was closed and
finished the
liquidation
process in
August 2015
TYM HK TYMPHANY
LOGISITCS, INC.
(TYML)
Sale of audio accessories,
amplifiers and their
components
100.00% 100.00% 100.00% TYML was
incorporated in
May 2015
TYM HK Dongguan Tymphany
(Tymphany Dongguan)
Manufacture, research and
Acoustic Technology Co., development, design, and
sale of audio accessories.
amplifiers and their
components
100.00% 100.00% 100.00% Tymphany
Dongguan was
incorporated in
September 2015
GT GP Tech, Inc. (GP) Sale of automotive parts,
industrial automation parts,
communication parts and
aerospace components
100.00% 100.00% 100.00% (note 2 & 3)
GTF-S Global TEK Fabrication
Co., Ltd. (HK) (GTF-HK)
Holding company 100.00% 100.00% 100.00% (note 2 & 3)
GTF-S Global TEK Co., Ltd.
(Samoa) (GTS)
Holding company 100.00% 100.00% 100.00% (note 2 & 3)
GTF-HK WUXI GLOBAL TEK
FABRICATION CO.,
LTD. (WUXI GLOBAL
TEK)
Manufacture of
sophisticated machinery
components
100.00% 100.00% 100.00% (note 2 & 3)
GTS GLOBAL TEK (XI' AN)
CO., LTD. (GLOBAL
TEK XI' AN)
Manufacture of industrial
automation parts,
communication parts and
aerospace components
100.00% 100.00% 100.00% (note 2 & 3)

$\boldsymbol{Q}$

Reviewed only, not audited in accordance with generally accepted auditing standards. PRIMAX ELECTRONICS, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Name of Name of Principal Percentage of shareholding
investor subsidiarv activities September 30, December 31,
2016
2015 September 30.
2015
Description
GLOBAL TEK GTS and WUXI GLOBAL TEK CO.
(WUXI), LTD. (GLOBAL sophisticated machinery
TEK WUXI)
Manufacture of
components and
automotive parts
100.00% 100.00% 100.00% (note 2 & 3)
  • Note 1: TWEL was incorporated in October 2013, acquiring all shares of TYM HK by issuing new common stock. 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 transaction has been settled on October 13, 2016, and the Company lost control over Global TEK on the same date.
  • (c) Non-current assets held for sale and discontinued operations
    1. Non-current assets held for sale

Non-current assets or disposal groups comprising assets and liabilities that are expected to be recovered primarily through sale or distribution rather than through continuing use are reclassified as held for sale or held for distribution to owners. Non-current assets or disposal group under this classification must be available for instant sale, which is highly probable within a year, under current condition. The assets or components of a disposal group are re-measured in accordance with the Group's accounting policies before classifying them as held for sale or held for distribution to owners. Thereafter, generally, the assets or disposal groups are measured at the lower of their carrying amount and fair value, less, costs to sell.

Any impairment loss on a disposal group will first be allocated to goodwill, and then the remaining assets and liabilities will be apportioned on a pro rata basis, except that no loss is allocated to assets not within the scope of IAS 36 – Impairment of Assets. Such assets will continue to be measured in accordance with the Group's accounting policies. Impairment losses on assets initially classified as held for sale or held for distribution to owners and any subsequent gains or losses on re-measurement are recognized in profit or loss. Gains are not recognized in excess of any cumulative impairment loss.

When the assets classified as held for sale or held for distribution to owners are intangible assets or property, plant and equipment, they are no longer amortized or depreciated, and any equity-accounted investee is no longer equity accounted.

10

Reviewed only, not audited in accordance with generally accepted auditing standards. PRIMAX ELECTRONICS, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

2. Discontinued operations

A discontinued operation is a component, which is a single operating line or area, disposed or available for sale of the Group or a subsidiary acquired for resale. An operation will be classified as a discontinued operation upon disposal or when the operation meets the criteria to be classified as held for sale or held for distribution to owners, whichever comes first. When an operation is classified as a discontinued operation, the comparative statement of comprehensive income is re-presented as if the operation had been discontinued from the beginning of the comparative year. Therefore, the Group restates the comparative periods in the consolidated statements of comprehensive income.

(d) Income taxes

Tax expense in the financial statements is measured and disclosed according to paragraph B12 of IAS 34 "Interim Financial Reporting".

Income tax expense for the period is best estimated by multiplying the profit before tax for the reporting period by the effective annual tax rate as forecasted by the management. This should be recognized fully as tax expense for the current period.

If tax expense is recognized directly in equity or other comprehensive income, temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases shall be measured based on the effective tax rate at the time, of realization or liquidation.

(e) Employee benefits

Pension cost for the period is calculated on a year-to-date basis by using the actuarially determined pension cost rate at the end of the prior financial year adjusted for significant market fluctuations since that time and for significant curtailments, settlements, or other significant one-off events.

(5) Significant Accounting Assumptions and Judgments, and Major Sources of Estimation Uncertainty

The preparation of the consolidated financial statements in conformity with IAS 34 Interim Financial Reporting endorsed by the FSC requires management to make judgments, estimates and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may differ from these estimates.

In the preparation of this consolidated financial statements, the major sources of significant accounting assumptions, judgments and estimation uncertainty are consistent with note 5 of the consolidated financial statements for the year ended December 31, 2015.

Notes to Consolidated Financial Statements

(6) Explanation of Significant Accounts

Except as described on the following paragraphs, there were no significant change between the explanations on the significant accounts and those of the consolidated financial statements for the year ended December 31, 2015. Please refer to note 6 of the consolidated financial statements for the year ended December 31, 2015 for further information.

(a) Cash and cash equivalents

2016 2015 September 30, December 31, September 30,
2015
Cash on hand
Checking accounts and demand deposits
3.169
2,076,992
4.097
2,939,622
4,100
2,719,884
Time deposits 4,620,425 4,679,661 5,225,361
6,700,586 7,623,380 7,949,345

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

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

  1. The fair value of financial instruments was as follows:
September 30, December 31, September 30,
2016
2015 2015
Financial assets at fair value through profit or
loss – current:
Non-derivative financial assets:
Open-ended funds S 969 .20.
Derivative financial assets:
Forward exchange contracts \$
57,895
87,748 190,887
Foreign exchange swap contracts 11.778 963
S
69.673
87.748 191.850
Financial liabilities at fair value through profit
or loss – current:
Derivative financial liabilities:
Forward exchange contracts \$
(57,720)
(60, 105) (139, 528)
Foreign exchange swap contracts (2.858) (496)
S
(60.578)
(60.105) 40.024

$12$

Reviewed only, not audited in accordance with generally accepted auditing standards. PRIMAX ELECTRONICS, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

$\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\$

$\bar{z}$

  1. The Group held the following derivative financial instruments not designated as hedging instruments presented as held-for-trading financial assets as of September 30, 2016, and December 31 and September 30, 2015:
September 30, 2016
Derivative financial
instruments
Nominal amount Maturity date Predetermined rate
Forward exchange contracts - USD 371,000 thousand October 3, 2016~
buy USD / sell TWD
December 28, 2016 31.053~31.965
Forward exchange contracts - USD 262,000 thousand
buy TWD / sell USD
October 3, 2016 $\sim$
December 28, 2016
31.204~32.005
Forward exchange swap
contracts – swap in TWD /
swap out USD
USD 109,000 thousand November 4, 2016 $\sim$ December 28, 2016 31.192~31.654
$D$ . December 31, 2015
Derivative financial
instruments
Nominal amount Maturity date Predetermined rate
Forward exchange contracts - USD 205,000 thousand January 7, 2016~ 32.754~32.892
buy USD / sell TWD
Forward exchange contracts - USD 205,000 thousand
February 26, 2016
January 7, 2016~
32.802~33.010
buy TWD / sell USD February 26, 2016
Forward exchange contracts $-$ USD 63,500 thousand
buy USD / sell CNY
January 4, 2016~
May 19, 2016
6.4115~6.5934
Forward exchange contracts - USD 40,000 thousand
buy CNY / sell USD
January 19, 2016 6.6380
Foreign exchange contracts $-$ USD
buy JPY / sell USD
516 thousand January 25, 2016 120.75~122.40
September 30, 2015
Derivative financial
instruments
Nominal amount Maturity date Predetermined rate
Forward exchange contracts $-$ USD 145,000 thousand October 5, 2015 $\sim$
buy USD / sell TWD
November 17, 2015 32.187~33.029
Forward exchange contracts $-$ USD 155,000 thousand October 5, 2015 $\sim$
buy TWD / sell USD
November 17, 2015 32.325~33.203
Forward exchange contracts - USD 125,000 thousand
buy USD / sell CNY
October 16, 2015 $\sim$
January 19, 2016
$6.452 - 6.5208$
Forward exchange contracts - USD 125,000 thousand
buy CNY / sell USD
October 16, 2015~
January 19, 2016
$6.494 - 6.638$
Forward exchange contracts $-$ EUR
buy TWD / sell EUR
300 thousand October 20, 2015 35.825
Foreign exchange swap
contracts - swap in USD /
swap out TWD
USD. 10,000 thousand November 16, 2015 33.027
Foreign exchange swap
contracts - swap in TWD /
swap out USD
USD 800 thousand October 1, 2015 32.508
    1. Please refer to note 6(w) for the liquidity risk of the Group's financial instruments.
    1. The Group 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
2016 2015 September 30, December 31, September 30,
2015
Stocks listed in domestic markets 705,299 551,600
Stocks unlisted in domestic markets 12.017 16.297 302,497
Stocks unlisted in foreign markets 13.487 16,533 16,564
730.803 584.430 319.061
  1. In the second quarter of 2016, the Group 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.

Notes to Consolidated Financial Statements

  1. The unrealized gains and losses were recognized as unrealized gains and losses on available-for-sale financial assets. Details were as follows:
For the three months For the nine months
ended September 30 ended September 30
2016 2015 2016 2015
Unrealized gains (losses) 184.984 5.475 229,209 28,684
    1. The Group did not provide any of the aforementioned available-for-sale financial assets as collateral.
  • (d) Notes and accounts receivable, and other receivables (including related parties)

÷.

2016 2015 September 30, December 31, September 30,
2015
Notes receivable S 8,977 134,860 53,774
Accounts receivable 14,703,279 14,353,936 13,690,695
Accounts receivable – related parties 68,825 54,995 53,196
Other receivables 108,783 462,242 489,888
Less: allowance for doubtful accounts (69, 243) (29, 247) (25,702)
allowance for sales returns and discounts (50, 342) (34, 927) (37, 153)
S 14,770,279 14.941.859 14,224,698
    1. The Group did not provide any of the aforementioned notes and accounts receivable, and other receivables (including related parties) as collateral.
    1. Please refer to note 6(w) for changes in the allowance for doubtful accounts and the credit risk and currency risk.

$\sim$

14

  1. 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 September 30, 2016, and December 31 and September 30, 2015, the details of transferred accounts receivable which conformed to the criteria for derecognition were as follows:
September 30, 2016
Buver Amount sold
NTS
Credit facilities
US\$ (expressed in
thousands)
Cash received
in advance
NT\$
Interest rate Guarantee
(promissory note)
expressed in
thousands
Amount
derecognized
NTS
Amount
not received
Mega International \$
Commercial Bank
20.000 US\$
5,000
HSBC Bank
Bank of Taiwan
S 64.400
26,000
110,400
USS
58,000
772,200
NT\$
December 31, 2015
Buyer Amount sold
NTS
Credit facilities
US\$ (expressed in
thousands)
Cash received
in advance
NTS
Interest rate Guarantee
(promissory note)
expressed in
thousands
Amount
derecognized
NT\$
Amount
not received
Mega International \$
Commercial Bank
25,000 7,000
US\$
HSBC Bank
Bank of Taiwan
\$ 64.400
26.000
115,400
$\sim$ USS
58,000
NT S
725,400
Septebmer 30, 2015
Buyer Amount sold
NTS
Credit facilities
USS (expressed in
thousands)
Cash received
in advance
NTS
Interest rate Guarantee
(promissory note)
expressed in
thousands
Amount
derecognized
NT S
Amount
not received
Mega International \$ 25,000 7,000
USS
Commercial Bank
HSBC Bank
Bank of Taiwan
623,846
623,846
S
64,400
26.000
115.400
561,461
561.461
0.97%~1.14% 58,000
USS
NT\$
725,400
561,461
561.461
62,385
62,385
  1. Please refer to note 9 for guarantee notes provided by the Company to sell its accounts receivable.

Notes to Consolidated Financial Statements

(e) Inventories

September 30, December 31, September 30,
2016
2015 2015
Raw materials
Semi-finished goods and work in process
Finished goods and merchandise
1,551,115
1,368,635
3,529,729
S 6,449,479
1,465,472
1,488,325
4,396,812
7,350,609
1,972,834
2,180,421
3,141,178
7.294.433

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

The Group recognized the following items as cost of goods sold from continuing operations:

For the three months
ended September 30
For the nine months
ended September 30
2016 2015 2016 2015
Additional losses on inventory valuation
Unallocated manufacturing overhead resulting
from the actual production being lower than
\$(143, 496) (111, 477) (602,711) (90, 376)
the normal capacity (33,994) (16, 142) (115,070) (55, 516)
Losses on disposal of inventories (2,990) (19, 737) (87, 239)
Gain (losses) on physical inventories, net 2,351 (1,025) 4,187 (1,064)
(175, 139) (131.634) 733.331 (234, 195)

16

PRIMAX ELECTRONICS, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(f) Non-current assets held for sale

The Group resolved to dispose parts of the shares of Global TEK during the directors' meeting held on June 21, 2016, and started the selling progress. The said shares were sold on October 3, 2016. Please refer to note 11. Details of assets and liabilities held for sale as of September 30, 2016 were as follows:

September 30, 2016
Current assets:
Cash and cash equivalents S 439,531
Financial assets at fair value through profit or loss - current 1,003
Notes and accounts receivable, net 729,772
Other receivables 80,610
Inventories, net 442,955
Other current assets 108,397
1,802,268
Non-current assets:
Property, plant and equipment 1,209,963
Intangible assets 515,368
Deferred tax assets 34,145
Long-term prepaid rent 72,263
Other non-current assets 26,440
1,858,179
Reclassified as assets held for sale \$ 3,660,447
Current liabilities:
Short-term borrowings \$ 367,475
Notes and accounts payable 556,651
Other payables 309,682
Other current liabilities 13,641
Current portion of long-term borrowings 74,810
1,322,259
Non-current liabilities:
Long-term borrowings 250,665
Deferred tax liabilities 131,545
Other non-current liabilities 6,403
388,613
Reclassified as liabilities held for sale S 1.710.872

Reclassification of group held for sale is not retroactive on the reporting date; therefore, the comparative periods are not restated. Please refer to note 12(b) for the operating results and cash flows from discontinued operations.

Notes to Consolidated Financial Statements

(g) Details of subsidiaries that have material non-controlling interests

Details of subsidiaries that have material non-controlling interests were as follows:

Name of subsidiary Principal Place of
Business/Registered Country
Proportion of Ownership and Voting
Rights Held by Non-controlling Interests
September 30, December 31, September 30,
2016 2015 2015
TWEL and its
subsidiaries
Hong Kong and China/Cayman
Is.
30% 30% 30%
Global TEK and its
subsidiaries
Taiwan and China/Taiwan 70% 70% 70%

Summarized financial information in respect of each of the Group's subsidiaries that has material non-controlling interests is set out below. The summarized financial information prepared in accordance with the IFRSs endorsed by the FSC reflects the adjustments of fair value and differences in accounting policies. It represents amounts before intragroup eliminations.

  1. TWEL and its subsidiaries:
2016 2015 September 30, December 31, September 30,
2015
Current assets S 3,928,615 4,380,696 2,927,090
Non-current assets 3,122,470 3,126,982 3,109,549
Current liabilities (2,843,118) (3,440,368) (1,983,809)
Non-current liabilities (221, 183) (97, 340) (101, 871)
Net assets \$3.986,784 3,969,970 3,950,959
Non-controlling interests .196.035 .190.991 .185.288
ended September 30 For the nine months
ended September 30
2016
2016
2015
2015
2,163,868
1,701,532
5,680,021
Operating revenue
S
3,964,130
S
70,276
5,480
96,779
Net income
45,469
(40,482)
Other comprehensive income (loss)
61,305
(82, 626)
43,437
Comprehensive income
29,794
66,785
14.153
S.
88,906
Net income attributable to non-controlling
$$ -21,083$
1,643
29.034
interests
13,640
Comprehensive income attributable to
non-controlling interests
20.035
$$ -8,938$
4,246
26,672
105,853
(592, 821)
\$.
559,813
Cash flows from operating activities
6,026
(125, 396)
(61,989)
(200, 042)
Cash flows from investing activities
(85,299)
(361)
(430)
Cash flows from financing activities
(669)
10,047
Effect of foreign currency exchange translation
(29, 633)
56,742
(60, 408)
42,216
Net increase (decrease) in cash and cash
853.940)
equivalents
S
(49, 537)
554.136
(27.010)
Dividends paid to non-controlling interests
  1. Global TEK and its subsidiaries
September 30, December 31, September 30,
2016
2015 2015
Current assets 1,802,268 1,447,425 1,522,914
Non-current assets 1,858,179 1,805,801 1,877,293
Current liabilities (1,322,259) (994, 338) (1,084,426)
Non-current liabilities (388, 613) (408, 586) (438, 837)
Net assets \$1,949,575 1.850.302 1,876,944
Non-controlling interests \$1,370,490 295,213, 1.313.860

Notes to Consolidated Financial Statements

For the three months
ended September 30
For the nine months
ended September 30
2016 2015 2016 2015
Operating revenue
Net income
Other comprehensive income (loss)
Comprehensive income
S
S.
613,236
50,411
(31.121)
19.290
562.205
49,221
24,052
73.273
1,878,077
146,284
(47,012)
99,272
1,475,753
33,111
25,533
58,644
Net income attributable to non-controlling
interests
$$ -50,411$ 34,455 117,522 23,178
Comprehensive income attributable to
non-controlling interests
S 19.290 51.291 75.277 41,051
Cash flows from operating activities
Cash flows from investing activities
Cash flows from financing activities
Effect of foreign currency exchange translation
S 55,683
(38, 866)
128,964
(29, 105)
41,979
(65, 043)
31,516
(7, 288)
266,018
(157, 523)
102,080
(49,606)
70,284
(173, 562)
(186, 460)
12,960
Net increase (decrease) in cash and cash
equivalents
Dividends paid to non-controlling interests
S.
\$
116,676 1.164 60,969 276,778)

(h) Property, plant and equipment

$\mathcal{A}^{\mathcal{A}}$

The cost, depreciation, and impairment loss of the property, plant and equipment of the Group for the nine months ended September 30, 2016 and 2015, were as follows:

Land Buildings.
leasehold
improvement,
and additional
equipment
Machinery
and
equipment
Office and
other
equipment
Construction
in progress
and testing
equipment
Government
grants
Total
Cost or deemed cost:
Balance on January 1, 2016 S. 284,973 4,145,565 6,578,407 680,211 503,242 (12, 731) 12,179,667
Additions 35,631 287,320 29,869 722,543 1,075,363
Disposals (65, 505) (423, 858) (26, 198) (515, 561)
Reclassifications 111,822 325,418 455,865 (15, 126) (736,898) (4, 813) 136,268
Reclassifications to assets held for sale (262,096) (424, 878) (767, 431) (159, 034) (128,330) (1,741,769)
Effect of movements in exchange rates (295,037) (488.285) (44, 758) (30, 115) 1,104 (857.091)
Balance on September 30, 2016 S 134,699 3.721.194 5,642,018 464,964 330,442 (16.440) 10,276,877
Balance on January 1, 2015 22,879 3,062,153 4,741,057 578,964 779,029 (12, 911) 9,171,171
Additions 13,032 477,975 33,796 1,613,565 2,138,368
Disposals (28, 261) (156, 052) (19,903) (204, 216)
Acquisition from business combination 174,276 278,206 333,876 72,676 124,127 983.161
Reclassifications 49.329 862,735 (2,103) (971, 837) (61, 876)
Effect of movements in exchange rates 19,572 107,516 8,008 (12,577) (109) 122,410
Balance on September 30, 2015 197,155 3,394,031 6,367,107 671,438 ,532,307 (13.020) 12,149,018

Notes to Consolidated Financial Statements

Land Buildings,
leasehold
improvement,
and additional
equipment
Machinery
and
equipment
Office and
other
equipment
Construction
in progress
and testing
equipment
Government
grants
Total
Depreciation and impairments loss:
Balance on January 1, 2016 s 1,737,377 3,718,475 449,371 (9, 579) 5,895,644
Depreciation 177,042 848,556 56,864 (2, 881) 1,079,581
Disposals (62, 530) (376, 322) (23,003) (461, 855)
Reclassifications to assets held for sale (115, 154) (313, 558) (103, 094) (531, 806)
Reclassifications 52,850 (32, 772) (12, 105) 7,973
Effect of movements in exchange rates (129, 822) (309, 555) (34, 554) 862 (473,069)
Balance on September 30, 2016 s. .659.763 3,534,824 333.479 (11, 598) 5,516,468
Balance on January 1, 2015 1,643,871 3,214,184 384,695 (6, 724) 5,236,026
Depreciation 187,113 651,386 72,306 (2,193) 908,612
Disposals (28, 262) (115,700) (17, 486) (161, 448)
Reclassifications 5,521 (48,992) 11,434 (32,037)
Effect of movements in exchange rates 17,963 45,183 5,580 (126) 68,600
Balance on September 30, 2015 1,826,206 3,746,061 456,529 (9,043) 6,019,753
Carrying amounts:
Balance on January 1, 2016 \$284,973 2,408,188 2,859,932 230.840 503.242 (3,152) 6,284,023
Balance on September 30, 2016 S 134,699 2,061,431 2,107.194 131.485 330.442 (4, 842) 4,760,409
Balance on January 1, 2015 $-22,872$ 1.418.282 1,526,873 194,269 779.029 (6,187) 3,935,145
Balance on September 30, 2015 197.155 1.567.825 2,621,046 214.909 1,532,307 (3,977) 6.129.265
    1. The unamortized deferred revenue of equipment subsidy amounted to \$1,365,744, \$1,018,732 and \$967,345 as of September 30, 2016 and December 31 and September 30, 2015, respectively.
    1. Please refer to note 8 for further information on property, plant and equipment provided as collateral.

(i) Investment property

Land Buildings
and other
equipment
Total
Carrying amounts:
Balance on January 1, 2016 128,071
S
130.638 258,709
Balance on September 30, 2016 16,249
\$
19.543 35,792
Balance on January 1, 2015 128,071
S
134.198 262,269
Balance on September 30, 2015 S 131.528 259,599
  1. The Group reclassified \$222,053 as property, plant and equipment from investment property due to the change of the use of such property in the first quarter of 2016.

22

Reviewed only, not audited in accordance with generally accepted auditing standards. PRIMAX ELECTRONICS, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

    1. Except for the above paragraph, there was no significant additions, disposals, or recognition and reversal of impairment losses of the investment property for the nine months ended September 30, 2016 and 2015. Please refer to note 6(i) of the consolidated financial statements for the year ended December 31, 2015 for further information.
    1. The fair value of the investment property has no significant change from note 6(i) of the consolidated financial statements for the year ended December 31, 2015.
    1. The Group did not provide any of the aforementioned investment property as collateral.

(i) Intangible assets

The carrying amounts of the intangible assets of the Group as of September 30, 2016 and 2015, were as follows:

Goodwill Customer
Relationships Technology
Trademarks,
Patents and
Copyrights
Total
Carrying amount:
Balance at January 1, 2016 \$2,191,382 676,241 423.954 30,614 3,322,191
Balance at September 30, 2016 \$1,850,383 522,869 305,007 25,043 2,703,302
Balance at January 1, 2015 \$1.850,383 648,659 378,384 39,218 2,916,644
Balance at September 30, 2015 \$2,101,996 852,760 484,289 32,787 3,471,832
    1. Intangible assets were transferred out due to the resolution to dispose parts of shares of Global TEK approved by the board of directors' meeting. Please refer to note 6(f) for further detail.
    1. For the intangible assets from obtaining control over Global TEK and its subsidiaries on January 5, 2015, please refer to note 6(f) of the consolidated financial statements for the year ended December 31, 2015.
    1. Except for above paragraph, there was no significant change on intangible assets for the nine months ended September 30, 2016 and 2015, please refer to note 6(j) of the consolidated financial statements for the year ended December 31, 2015.
    1. The Group did not provide any of the aforementioned intangible assets as collateral.

(k) Short-term borrowings

The details were as follows:

2016 September 30, December 31, September 30,
2015
2015
Unsecured bank loans S 2.892,208 1,130,518 3,995,350
Secured bank loans 220,051 91,568
Short-term borrowings 2.892.208 1.350.569 4,086,918
Unused credit lines 6.800.992 10,729,002 6.412.143
Annual interest rates $0.93\%$ ~1.27% $0.85\% - 5.89\%$ $0.85\%$ ~5.89%

Please refer to note 8 for further information on assets provided as collateral.

(l) Long-term borrowings

September 30, 2016
Currency Annual interest rate Maturity year Amount
Unsecured bank loans TWD $0.95\%$ ~1.56% 2017~2020 S 934,444
Less: current portion (715, 555)
Total \$ 218,889
Unused credit lines \$
December 31, 2015
Currency Annual interest rate Maturity year Amount
Unsecured bank loans TWD 0.95%~2.78% 2016~2020 \$ 1,374,282
USD 2.66% 2018 41,037
Secured bank loans TWD 1 73% 2 13% 2016~2026 215,963
Ð USD 3.24%~3.3% 2018~2030 46,205
Less: current portion (622, 347)
Total S .055.140

Notes to Consolidated Financial Statements

September 30, 2015
Currency Annual interest rate Maturity year Amount
Unsecured bank loans TWD $0.95\%$ ~1.56% 2017~2020 S 1,316,667
Ħ USD 2.66% 2018 44,738
Secured bank loans TWD 1.80%~2.85% 2016~2026 326,449
USD 3.24% 2018 48,429
Less: current portion (679, 709)
Total S 1,056,574
Unused credit lines .974.274
    1. 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 September 30, 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.
    1. Please refer to note 9 for the details of the outstanding guarantee notes.
    1. Please refer to note 8 for further information on assets provided as collateral.

(m) Operating lease

  1. Lessee

Non-cancellable operating lease rentals are payable as follows:

2016 2015 September 30, December 31, September 30,
2015
Less than one year 230,713 251,403 236,502
Between one and five years 339,387 508,595 559,316
More than five years 6,818 7,203 17,130
576.918 767,201 812,948

The Group leases a number of offices, warehouses and pieces of equipment under operating leases. The lease terms are between 1 and 15 years.

2. Lessor

The Group leases out its investment property under operating leases. Please refer to note 6(i) for further information. Non-cancellable operating leases are receivable as follows:

September 30, December 31, September 30,
2016
2015 2015
Less than one year 1.414 1,060 2,318

(n) Employee benefits from continuing operations

  1. Defined benefit plans

There was no material volatility of the market, reimbursement and settlement or other material one-time events after the end of the prior fiscal year. As a result, the pension cost in the financial statements was measured and disclosed based on the actuarial calculation as of December 31, 2015 and 2014.

  1. Defined contribution plans

The Company contribute the pension cost on the defined contribution plans to the labor pension personal account at the Bureau of Labor Insurance. Subsidiaries other than the Company set up their defined contribution plans in accordance with the regulations of their respective countries.

  1. The Group recognized its pension costs from continuing operations and recorded them as operating expenses and operating cost in the statement of comprehensive income.
For the three months
ended September 30
For the nine months
ended September 30
2016 2015 2016 2015
Defined benefit plans 618 629 1.856 1.888
Defined contribution plans 94.001 104,817 276,957 269,423
S 94.619 105.446 278.813 71,311

Notes to Consolidated Financial Statements

  • (o) Income taxes from continuing operations
    1. Income tax expense for the period is best estimated by multiplying the profit before tax of the reporting period by the effective annual tax rate as forecasted by the management.
    1. The details of the Group's income tax expenses from continuing operations were as follows:
For the three months
ended September 30
For the nine months
ended September 30
2016 2015 2016 2015
Income tax expense 213.692 217.231 581,770 414.593
    1. There were no income tax recognized in equity or other comprehensive income.
    1. The income tax returns of the Company have been examined by the tax authority through 2013. However, the Company disagreed with the examination of the income tax return for 2008 and requested an administrative remedy. The tax effect of the administrative remedy had been recognized by the Company.
    1. Information related to the unappropriated earnings and tax deduction ratio is summarized below:
2016 2015 September 30, December 31, September 30,
2015
Unappropriated earnings in 1998 and after
Balance of imputation credit account
4,256,076
392.819
S
3,951,934
420.838
3,455,346
331,396
2015 (actual) 2014 (actual)
Creditable ratio for earnings distribution to
ROC residents stockholders
S 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.

Notes to Consolidated Financial Statements

(p) Capital and other equity

Except for the following paragraph, there were no significant change between the capital and the other equity for the nine months ended September 30, 2016 and 2015. Please refer to note 6(p) of the consolidated financial statements for the year ended December 31, 2015 for further information.

1. Common stock

As of September 30, 2016 and December 31 and September 30, 2015, the nominal common stock amounted to \$5,000,000. Face value of each share is \$10 (dollars), which means in total there were 500,000 thousand authorized common shares, of which 441,748, 441,188 and 441,214 thousand shares, respectively, were issued. All issued shares were paid up upon issuance.

Reconciliation of shares outstanding was as follows:

Ordinary shares
(in thousands of shares)
For the nine months
ended September 30
2016 2015
Balance on January 1 441,188 434,658
Exercise of employee stock options 945 3,646
Issued for restricted stock 3,000
Retirement of restricted stock (385) (90)
Balance on September 30 441.748

2. Capital surplus

The balances of capital surplus were as follows:

September 30,
2016
December 31,
2015
September 30,
2015
Additional paid-in capital 496,415 447,630 437,398
Employee stock options 231,741 236,277 237,162
Restricted employee stock options 56,780 93,461 105,498
784.936 777,368 780,058

3. 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 according to the resolution adopted 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.

(i) 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 stockholders' meeting, and the distribution amount is limited to the portion of legal reserve which exceeds 25 percent of the paid-in capital.

(ii) 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 The carrying amount of special reserve amounted to \$97,300 on proportionately. September 30, 2016.

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 Amounts of pertaining to prior periods due to the first-time adoption of IFRSs. subsequent reversals pertaining to the net reduction of other stockholders' equity shall qualify for additional distributions.

(iii) Earnings distribution

On June 20, 2016 and on 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 and \$791,107, respectively. The differences between the amounts approved in the stockholders' meeting and those recognized in the financial statements for employee bonuses and remuneration for directors and supervisors for 2014 were as follows:

2014
Actual earnings
distributed
Accrued in the
financial statements
Difference
Employee bonuses
Stock S $\overline{\phantom{a}}$
Cash 71,000 71,318 318
Directors' and supervisors'
remuneration
27,800 28,527 727

Differences between the amounts approved in the stockholders' meeting and those recognized in the financial statements for the distributions of earnings for 2014 were accounted for as changes in accounting estimates and recognized as profit or loss in the year 2015.

The information about the employee bonuses and the directors' and supervisors' remuneration approved in the board of stockholders' meetings can be accessed in the Market Observation Post System.

(a) Share-based payment

Except for the following paragraph, there were no significant change on the share-based payment for the nine months ended September 30, 2016 and 2015. Please refer to note $6(q)$ of the consolidated financial statements for the year ended December 31, 2015 for further information.

  1. Employee stock options and share-based payment

$\sim$ $\sim$

(i) As of September 30, 2016, outstanding employee stock options of the Company for equity-settled share-based payment were as follows:

Plan $3$ (note $3$ )
Plan 1 (note 1) Plan $2$ (note $2$ ) Issued in
November 2011
Issued in
October 2012
Modification/grant date December 30, 2008/
November 12, 2009
December 30, 2008/
November 12, 2009
November 24, 2011 October 22, 2012
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)
\$11.42
30,828
5 years
(May 23, 2005~
November 11, 2014)
$2 \sim 3$ years
\$11.42
7.224
$6 - 8$ years
(January 2, 2008~
November11, 2017)
$3 - 5$ years
\$16.20
1.500
5 vears
(November 24, 2011~
November 23, 2016)
$2 - 3$ years
\$25.20
3,500
5 years
(October 22, 2012~
October 21, 2017)
$2 - 3$ 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 Company applied the Black-Scholes option pricing model to measure the fair value of employee stock options.

Notes to Consolidated Financial Statements

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

For the nine months ended September 30
2016 2015
Weighted-average
exercise price
Stock options
(in thousands)
Weighted-average
exercise price
Stock options
(in thousands)
Outstanding at January 1 24.66 1,728 22.66 3,724
Granted during the period
Forfeited during the period $\overline{\phantom{a}}$ 25.10 (102)
Exercised during the period 25.70 (626) 16.76 (1,044)
Expired during the period 27.70 (77)
Outstanding at September 30 22.56 l.102 23.81 2,501
Exercisable at September 30 22.56 1.102 20.72 162

As of September 30, 2016 and December 31 and September 30, 2015, the information on the employee stock option plans outstanding was as follows:

September 30, December 31, September 30,
2016
2015 2015
Employee stock option plan 1
Employee stock option plan 2 211 211 446
Employee stock option plan 3
-Issued in November 2011
Employee stock option plan 3
-Issued in October 2012 891 1.517 2.055
Outstanding at end of period ⊟ 1 O 2 1.728 2.501

(ii) As of September 30, 2016, the outstanding employee stock options of TWEL for equity-settled share-based payment were as follows:

November 2014 July 2015
Grant date November 18, 2014 July 1, 2015
Exercise price \$15.74 \$18.82
Granted units (thousand) 700 2,750
Service period 5 years 5 years
Vesting period $3 - 4$ years $3 \sim 5$ years

TWEL applied the Black-Scholes option pricing model to measure the fair value of employee stock options.

l,

Notes to Consolidated Financial Statements

The related information on compensatory employee stock option plans of TWEL was as follows:

For the nine months ended September 30
2016 2015
Weighted-average
exercise price
Stock options
(in thousands)
Weighted-average
exercise price
Stock options
(in thousands)
Outstanding at January 1
Granted during the period
Forfeited during the period
Exercised during the period
18.20 3,450 15.74
18.82
700
2,750
Expired during the period
Outstanding at September 30
Exercisable at September 30
16.50
18.27
(142)
3.308
18.195 3.450
  1. Restricted stock

As of September 30, 2016, the outstanding restricted stocks of the Company were as follows:

Plan 1 (note 1) Pl an 2 (note 1)
Grant date
air value on grant date (per share)
Exercise price
Granted units (thousand shares)
Vesting period
October 1, 2013
22.80
Free grants
1.450
$1 - 3$ years
(notes 2 and 3)
November 20, 2013 February 10, 2014
25.15
Free grants
186
$1-2$ years
(notes 3 and 4)
27.30
Free grants
135
$1 - 2$ years
(notes 3 and 4)
July 17, 2014
52.00
Free grants
220
$1 - 2$ years
(note 3)
February 24, 2015 August 18, 2015
43.70
Free grants
1.225
$1 - 3$ years
(note 2 and 3)
38.40
Free grants
1,775
$1 - 3$ years
(note 2)
  • 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.

$\mathbf{r}$

PRIMAX ELECTRONICS, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

$\ddot{\phantom{a}}$

  • 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 related information on restricted stock of the Company was as follows:

For the nine months
ended September 30
2016 2015
(Thousand shares)
Outstanding at January 1 3,270 1,310
Granted during the period 3,000
Forfeited during the period
Vesting during the period (974) (155)
Expired during the period (285 (140)
Outstanding at September 30 2.011 4.015
  1. Expenses and liabilities attributable to share-based payment from continuing operations were as follows:
For the three months
ended September 30
For the nine months
ended September 30
2016 2015 2016 2015
Expenses attributable to
employee stock options \$
932
1,843 2,659 3,528
Restricted stock 8,736 13,297 35,929 31,604
Total \$
9.668
5.140 38,588 35,132
2016 September 30, December 31, September 30,
2015
2015
Salary payable:
Current
S
.938
4,092 4.884

Notes to Consolidated Financial Statements

(r) Earnings per share

The calculation of basic earnings and diluted earnings per share was as follows:

  1. Basic earnings per share
For the three months
ended September 30
For the nine months
ended September 30
2016 2015 2016 2015
Profit attributable to common stockholders
Continuing operations
Discontinued operations
Total
\$ 561,764
$$ -561,764$
486,528
14,766
501.294
1,380,625
28,762
1,409,387
1,258,501
9,933
1,268,434
Weighted-average number of common
shares (thousand shares)
Basic earnings per share (NT dollars)
439.380 437,115 438,857 435,961
Continuing operations \$ 1.28 1.12 3.15 2.89
Discontinued operations 0.03 0.06 0.02
Total \$ 0.28 l.15 3.21 2.91
  1. Diluted earnings per share
ended September 30 ended September 30
2016 2015 2016 2015
Profit attributable to ordinary common 1,380,625 1,258,501
Continuing operations \$ 561,764 486,528
Discontinued operations 14,766 28,762 9,933
Total \$ 561,764 501.294 1,409,387 1,268,434
Weighted-average number of common
shares (diluted / thousand shares)
442,685 441.101 442,884 441.845
Diluted earnings per share (NT dollars):
Continuing operations \$ 1.27 1.11 3.12 2.85
Discontinued operations 0.03 0.06 0.02
Total S 1.14 3.18 2.87

For the three months

For the nine months

For the three months
ended September 30
For the nine months
ended September 30
2016 2015 2016 2015
Weighted-average number of common
shares at September 30 (basic) 439,380 437,115 438,857 435,961
Effect of employee stock options 698 1,063 759 1,886
Effect of employee stock remuneration 1,444 1,537 2,105 2,735
Effect of restricted stock 1,163 1,386 1,163 1,263
Weighted-average number of common
shares at September 30 (diluted) 442,685 441.101 442.884 441.845

(s) Operating revenue

The operating revenue was as follows:

For the three months
ended September 30
For the nine months
ended September 30
2016 2015 2016 2015
Goods sold \$18,220,719 16,748,135 45,673,753 42,390,727
Services rendered 267,727 472,492 1,120,274 1,413,842
Continuing operations 18,488,446 17,220,627 46,794,027 43,804,569
Discontinued operations 613,236 562,204 1,878,077 1,475,753
Total \$19,101,682 17.782.831 48,672,104 45,280,322

Please refer to note 12(b) for operating results and cash flows from discontinued operations.

(t) Remuneration to employees and directors

The Company shall distribute 2 to 10 percent of distributable profit of the current year as employee remuneration, and not more than 2% of the profit as directors remuneration; provided, however, that the Company shall first reserve a sufficient amount to offset its accumulated losses. Employees from subsidiaries who meets the requirements are also included in the condition.

36

Reviewed only, not audited in accordance with generally accepted auditing standards. PRIMAX ELECTRONICS, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Details of remuneration to employees and directors were as follows:

For the three months
ended September 30
For the nine months
ended September 30
2016 2015 2016 2015
Employee remuneration
Directors remuneration
\$
24,970
9.988
31,966
12.786
66,365
26.546
65,631
26.252
34.958 44.752 92.91 , 91.883

The amounts were calculated based on the Company's income before income taxes, excluding remuneration to employees and directors, by using the earnings allocation method as stated under the Company's articles. These benefits were expensed under operating costs or operating expenses during each period. The differences between the amounts approved in the directors' meeting and those recognized in the financial statements, if any, are accounted for as changes in accounting estimates and recognized as profit or loss in the distribution year.

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

2015
Actual earnings
distributed
Accrued in the
financial statements
Difference
Employee remuneration
Stock $\sim$
Cash 78,500 78,269 (231)
Directors remuneration 32,000 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.

Notes to Consolidated Financial Statements

(u) Other income

The other income from continuing operations was as follows:

$\ddot{\phantom{0}}$

For the three months
ended September 30
For the nine months
ended September 30
2016 2015 2016 2015
Interest revenue of cash in banks S 33,775 46,139 103,396 137,281
Rent revenue 1,969 3,872 3,229 8,991
Dividend revenue 14,692 14,692
Other 850 466 3,875 1,768
S 51,286 50,477 125,192 148,040

(v) Other gains and losses

The other gains and losses from continuing operations were as follows:

For the three months
ended September 30
For the nine months
ended September 30
2016 2015 2016 2015
Gain on disposal of available-for-sale
financial assets \$ 140,969
Net losses on disposal of property, plant
and equipment
(4, 439) (1,087) (5,016) (4,341)
Net gains (losses) on financial
assets/liabilities measured at fair value
through profit or loss (14,062) 49,702 9,097 52,053
Foreign currency exchange gains
(losses), net (1,043) 90,726 153,076 233.928
Loss on impairment of available-for-sale
financial assets (940)
Other (43.241) 725 (9, 714) 16.549
\$
(62.785)
40.066 288,412 297.249

38

Reviewed only, not audited in accordance with generally accepted auditing standards. PRIMAX ELECTRONICS, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The reclassifications to the other comprehensive income from the Group in this year ended September 30, 2016 and 2015 were as follows:

For the three months
ended September 30
2016
2015 For the nine months
ended September 30
2016
2015
Unrealized gains (losses) on
available-for-sale financial assets (after
tax)
Net changes measured at fair value
during the period
\$ 184,984 5,475 370,178 28,684
Net changes measured at fair value
reclassified to income statement
Net changes measured at fair value
(140,969)
recognized as other comprehensive
income
S 84.984 5.475 229.209 28,684

(w) Financial instruments

Except for the following paragraph, the credit risk, liquidity risk, currency risk and fair value have no significant change from the consolidated financial statements for the year ended December 31, 2015. Please refer to note $6(x)$ of the consolidated financial statements for the year ended December 31, 2015 for further information.

1. Credit risk

The aging analysis of notes, accounts, and other receivables (including related parties) that were past due but not impaired was as follows:

2016 September 30, December 31, September 30,
2015
2015
Past due 0-30 days \$
561,821
1,215,010 689,020
Past due 31-90 days 47,009 122,456 146,563
28,968
Past due 91-180 days 10,559
16,142
14,149
26,023
4,000
Past due 181-360 days
Past due over a year 635.531 .377,638 868.551

The Group assesses the uncollectible amount of notes, 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 Group's assessment, there is no significant change in the customers' credit quality and the collectability of related receivables.

The changes in the allowance for the nine months ended September 30, 2016 and 2015 were as follows:

Individually
assessed
impairment
Collectively
assessed
impairment
Total
\$ 29,247 29,247
Balance on January 1, 2016 $\overline{\phantom{0}}$ 45,704 45,704
Impairment loss recognized (865) (865)
Amounts written off
Reclassification to assets held for sale
(2,450) (2,450)
Exchange differences on translation of foreign
currency
(2.393) (2,393)
69,243
Balance on September 30, 2016 69.243
Individually
assessed
impairment
Collectively
assessed
impairment
Total
Balance on January 1, 2015
Impairment loss recognized
Acquisition from business combination
Amounts written off
\$ 26,034
375
469
(1,893)
26,034
375
469
(1, 893)
Exchange differences on translation of foreign
currency
Balance on September 30, 2015
S 717
25.702
717
25.702

40

Reviewed only, not audited in accordance with generally accepted auditing standards. PRIMAX ELECTRONICS, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

2. Liquidity risk

The following table shows the contractual maturities of financial liabilities:

Carrying
amount
Contractual
cash flows
Within 6
months
$6 - 12$ months 1-2 vears $2-5$ vears Over 5 years
September 30, 2016
Non-derivative financial
liabilities: \$ 2,892,208 2,892,208 2.892,208
Short-term borrowings
Notes and accounts
payable 16,157,807 16,157,807 16.157,807
Other payables 1.961,064 1.961,064 1,961,064 137,729 84,861
Long-term borrowings 934,444 944,148 611,474 110,084 ÷ 112,973
Guarantee deposits 112,973 112,973
Derivative financial
liabilities: 60,578 3,550,436
Outflow 3,550,436 (3.484, 502)
Inflow (3,484,502) 21,688,487 110.084 137,729 84.861 112,973
\$22,119,074 22,134.134
December 31, 2015
Non-derivative financial
liabilities: 1,350,569 1,350,569 1,350,569
Short-term borrowings 3
Notes and accounts 18,723,930 18,723,930 18,723,930
payable 2,737,288 2,737,288 2,737,288 326,777 96.264
Other payables
Long-term borrowings
1,677,487 1,735.887 338,378 332,881 641,587 118,641
Guarantee deposits 118,641 118,641
Derivative financial
liabilities: 60,105
Outflow 1.217.415 1,217,415
Inflow (1,157,310) (1.157, 310) 332.881 641,587 326,777 214.905
\$24,668,020 24,726,420 23,210,270
September 30, 2015
Non-derivative financial
liabilities: 4,086,918 4,086,918
Short-term borrowings S. 4,086,918
Notes and accounts 16,452,740 16,452,740 16,452,740
payable 2,252,512 2,252,512 2,252,512 101,616
Other payables 1,736,283 1,792,944 352,810 343,205 662,609 322,704 110,534
Long-term borrowings 110,534 110,534
Guarantee deposits
Derivative financial
liabilities: 140,024
Outflow 4,308,828 4,308,828
Inflow (4, 177, 754) (4, 177, 754) 662,609 332,704 212,150
24 779 011
¢
24.826.722 23,276,054 343,205

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

3. Currency risk

(i) Exposure to foreign currency risk

The Group's significant exposure to foreign currency risk was as follows:

Sentember 30, 2016 December 31, 2015 Sentember 30, 2015
Foreign
currency
Exchange
rate
TWD Foreign
currency
Exchange
rate
TWD Foreign
currency
Exchange
rate
TWD
Financial assets
Monetary items \$346,113 6,6778 10,856,180 472,140 64936 15,611,768 359,995 6.3613 11,925,914
USD:CNY 8.195.337
USD:HKD 70.180 7.7561 2.201.259 403,487 7,751 13.341.701 247.384 7.75
USD:TWD 382,290 31.366 11.990.895 430.293 33.066 14.228.077 400.390 33.128 13.264.106
Financial liabilities
Monetary items
USD:CNY 372,337 6.6778 11,678,725 434,501 6.4936 14.367.209 405,086 6.3613 13,419,695
USD:HKD 78.235 7.7561 2,453,910 395,385 7.751 13,073,812 242,013 7.75 8.017.395
USD:TWD 339,487 31,366 10,648,360 397,940 33.066 13,158,292 333,485 33.128 11,047,685

The Group's exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, notes and accounts receivable, other receivables, loans and borrowings, notes and accounts payable, and other payables that are denominated in foreign currency.

A weakening (strengthening) of 5% of the TWD, CNY and HKD against the USD as of September 30, 2016 and 2015, would have increased or decreased the net profit after tax by \$11,095 and \$37,374, respectively. The analysis is performed on the same basis for both periods.

As the Group deals in diverse foreign currencies, gains or losses on foreign exchange were summarized as a single amount. For the three months ended September 30, 2016 and 2015, the foreign exchange gains, including both realized and unrealized, amounted to \$(1,043) and \$90,726, respectively. For the nine months ended September 30, 2016 and 2015, the foreign exchange gains, including both realized and unrealized, amounted to \$153,076 and \$233,928, respectively.

(ii) Interest rate analysis

Please refer to the note of liquidity risk for the exposure of financial assets and liabilities to changes in interest rates.

Notes to Consolidated Financial Statements

The following sensitivity analysis is based on the exposure to interest rate risk of the non-derivative financial instruments on the reporting date. The analysis is based on the assumption that the assets and liabilities with floating interest rates outstanding at the reporting date were outstanding throughout the year. The rate of change is an interest rate increase or decrease of 0.25% when reporting to management internally, which also represents the assessment of the Group's management for the reasonably possible changes in interest rates.

If the interest rate had increased or decreased by 0.25%, the net profit after tax would have increased or decreased by \$1,235 and decreased or increased \$930 for the nine months ended September 30, 2016 and 2015, respectively, mainly as a result of bank savings and borrowings with variable interest rates.

4 Fair value

(i) Kinds of financial instruments and fair value

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information on financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value and on investments in equity instruments which do not have any quoted price in an active market.

September 30, 2016
Carrying Fair Value
amounts Level 1 Level 2 Level 3 Total
Financial assets at fair value through profit or
$loss - current$ 69,673 69.673 .69.673
Available-for-sale financial assets – non-current 730.803 705,299 25,504 730.803
Loans and receivables
Cash and cash equivalents 6,700,586
\$
Notes and accounts receivable (including related
parties)
14,661,496
Other receivables 108,783
Total $$ -21,470,865$
Financial liabilities at fair value through profit or
$loss - current$ 60.578
S
60.578 60.578
Financial liabilities carried at amortized cost
Borrowings \$
3,826,652
Notes and accounts payable 16,157,807
Salary payable 998,131
Other payables 3,162,843
Guarantee deposits received 112,972
Total 24,258,405

Notes to Consolidated Financial Statements

December 31, 2015
Carrying Fair Value
amounts Level 1 Level 2 Level 3 Total
Financial assets at fair value through profit or
$loss - current$ 88.717
s
969 87,748 88.717
Available-for-sale financial assets – non-current 584,430
S
551.600 32,830 584,430
Loans and receivables
Cash and cash equivalents \$
7,623,380
Notes and accounts receivable (including related
parties) 14,479,617
Other receivables 462,242
Total 22,565,239
S
Financial liabilities at fair value through profit or
$loss - current$ 60,105
S.
60,105 60.105
Financial liabilities carried at amortized cost
Borrowings 3,028,056
\$
Notes and accounts payable 18,723,930
Salary payable 1,227,107
Other payables 3,891,786
Guarantee deposits received 118,641
Total \$26,989,520
September 30, 2015
Carrying Fair Value
amounts Level 1 Level 2 Level 3 Total
Financial assets at fair value through profit or
$loss - current$ 193.053
\$.
1,203 191,850 193,053
Available-for-sale financial assets - non-current 319,061
S
319,061 319.061
Loans and receivables
Cash and cash equivalents \$
7,949,345
Notes and accounts receivable (including related
parties) 13,734,810
Other receivables 489,888
Total 22,174,043
\$_
Financial liabilities at fair value through profit or 140.024 140,024 140,024
$loss - current$ S.
Financial liabilities carried at amortized cost
Borrowings \$
5,823,201
Notes and accounts payable 16,452,740
Salary payable 1,075,675
Other payables 3,270,329
Guarantee deposits received 110,534
Total $$ -26,732,479$

Notes to Consolidated Financial Statements

(ii) 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 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 Group uses the following methods in determining the fair value of its financial instruments without a quoted price in an active market:

  • A. The fair value of derivative instruments is based on quoted prices. When quoted prices are unavailable, the fair value is estimated on the basis of the contract's spot exchange rate and swap point.
  • B. Available-for-sale financial assets non-current are investments in domestic or foreign non-listed stock. The fair value is based on a valuation technique. For stocks in the emerging market, 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.
  • (iii) There is no transferring of fair value hierarchy for the nine months ended September 30, 2016 and 2015.
For the nine months ended September 30
2016 2015
Fair value
through profit
or loss
Available
for sale
Total Fair value
through profit
or loss
Available
for sale
Total
Balance on January 1
Recognized in profit or loss
S 27.643
9095
32.830 60.473
9.095
15.695
51.826
292.916
(940)
308.611
50,886
Recognized in other
comprehensive income
Acquisition / disposal
Balance on September 30 S
(27, 643)
9.095
(3.792)
(3.534)
25.504
(3.792)
(31,177)
34,599
(15,695)
51.826
28,684
(1.599)
319,061
28,684
(17.294)
370.887

(iv) Changes in Level 3

(v) Fair value measurements using significant unobservable inputs (Level 3)

The fair value measurements of the Group 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 Valuation
technique
Significant
unobservable inputs
between significant
unobservable inputs
and fair value
Available-for-sale Guideline Lack-of-Marketability The higher the
$f$ inancial assets $-$ equity Public Discount(80% on Lack-of-Marketability
securities listed on Company September 30, 2015) Discount is, the lower
emerging stock market method the fair value will be.
Available-for-sale (note 1) (note 1) (note 1)
$f$ inancial assets $-$ equity
securities not listed on
emerging stock market
Financial assets and (note 2) (note 2) (note 2)
liabilities at fair value
through profit or loss
  • 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.
  • (vi) Sensitivity analysis for fair values of financial instrument using Level 3 Inputs

The Group's fair value measurement on financial instruments is reasonable. However, the measurement would be different if different valuation models or valuation parameters are used. For financial instruments using level 3 inputs, if the valuation parameters changed, the impact on net income or loss and other comprehensive income or loss are as follows:

Inter-relationships

Notes to Consolidated Financial Statements

Other comprehensive income
Input Variation Advantageous
change
Disadvantageous
change
September 30, 2015
Available-for-sale
$f$ inancial assets $-$ equity
securities listed on
Discount of lock
emerging stock market Marketability 10% 35,189
S
35.189

$(x)$ Financial risk management

The Group's objectives and policies on financial risk management are consistent with note 6(y) of the consolidated financial statements for the year ended December 31. 2015.

(y) Capital management

The Group's objectives, policies and process of managing capital are consistent with the consolidated financial statements for the year ended December 31, 2015. The information on capital management items has no significant change from that of the consolidated financial statements for the year ended December 31, 2015. Please refer to note 6(z) of the consolidated financial statements for the year ended December 31, 2015 for further information.

(7) Related-party Transactions

$\mathcal{A}$

$\bar{\beta}$

(a) Parent company and ultimate controlling company

The Company is the ultimate controlling party of the Group.

  • (b) Other related-party transactions
    1. Sale of goods to related parties

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

Sales Notes and accounts receivable
For the three months
ended September 30
2016
2015 For the nine months
ended September 30
2016
2015 September
30, 2016
December 31,
2015
September
30, 2015
Other related parties \$54,464 37.509 142.549 110.350 68.825 .54.995 53.196

Notes to Consolidated Financial Statements

There were no significant differences in the selling prices and trading terms between the related parties and other customers.

  1. Loans from related parties

The outstanding balance of loans to the Group from its related parties was as follows:

September
30, 2015
Key management personnel of Global TEK 103.936

The highest outstanding balance amounted to \$144,330 for the nine months ended September 30, 2015.

(c) Key management personnel compensation

Key management personnel compensation from continuing operations:

For the three months
ended September 30
For the nine months
ended September 30
2016 2015 2016 2015
Short-term employee benefits S 49,481 34,465 133,734 103,897
Post-employment benefits 262 231 834 721
Termination benefits
Other long-term benefits
Share-based payments 4,011 5,734 13,098 10,521
53.754 40,430 147.666 (15.139

$\bar{\mathbf{z}}$

For information related to share-based payments, please refer to note $6(q)$ .

Notes to Consolidated Financial Statements

(8) Pledged Assets

Assets pledged as collateral were as follows:

Book value of pledged assets
Pledged assets Pledged to secure September 30.
2016
2015 December 31, September 30,
2015
Other current assets $-$
restricted assets
Guarantee letters issued by
bank
4.502
Other non-current assets -
restricted assets
Loan collateral and guarantee
letters issued by bank
1.174 4,667 4.310
Property, plant and equipment Loan collateral 699.107 554.791
Long-term prepaid rent Loan collateral 99,832 i30.981

(9) Commitments and Contingencies

(a) The amounts of guarantee were as follows:

Guarantor Guarantee 2016 2015 September 30, December 31, September 30.
2015
The Company PCH 2 \$ 364,473 384,227 53,667
PCH 2 PCQ1 188,196 231,462 231,896
PCH 2 PKS1 94,098 99,198 99,384
Global TEK GT 30,000 30,000
Global TEK GLOBAL TEK CO (WUXI).,
LTD 49.692
GT Global TEK 50,000 50,000
GT GLOBAL TEK CO (WUXI).,
LTD 47,049 49,599 49,692
S 693.816 844,486 564.331

(b) The following are savings accounts provided by the Group to the banks in order for the banks to issue a guarantee letter to customs as guarantee deposits. Please refer to note 8.

September 30, December 31, September 30,
2016
2015 2015
Guarantee letters 99.527 39.912 24,935

(Continued)

48

(c) Guarantee notes provided as part of agreements with banks to sell accounts receivables, to acquire long-term borrowings, and to purchase materials were as follows. Please refer to note 6(d) for further information on sales of accounts receivable.

2016 September 30, December 31, September 30,
2015
2015
Sales of accounts receivable 2,748,258 2,874,690 2,878,720
Long-term borrowings 2,160,000 2,598,906 5.498,836
Purchase of material × 39.732

(d) The aggregate unpaid amounts of contracts pertaining to the purchase of equipment were as follows:

September 30, December 31, September 30, 2015 2015
Property, plant and equipment 47.902 66.482 33,979

(e) TWEL Group entered into patent license agreements with several companies in July 2015. According to the agreements, the amounts that TWEL Group shall pay in the future were as follows:

2016 2015 September 30, December 31, September 30,
2015
Patent license agreements Contract Contract Contract
ъb
69.670 99.384

(10) Loss Due to Major Disasters: None

(11) Subsequent Events:

The Board resolved to dispose 11,020 thousands of its 16,530 thousands shares in Global TEK, at NT\$50 per share, on June 21 and September 21, 2016. The related transaction has been settled on October 3, 2016. The Company recognized a gain on disposal of \$245,762 thousands, including the gain from revaluing the rest of its shares at fair value amounting to \$82,471 thousands due to its loss of control over Global TEK.

$\Delta \sim 1$

Notes to Consolidated Financial Statements

$(12)$ Others

(a) The following is a summary statement of current-period employee benefit, depreciation, and amortization expenses from continuing operations by function:

By function For the three months ended
September 30, 2016
For the three months ended
September 30, 2015
By item Operating
cost
Operating
expenses
Total Operating
cost
Operating
expenses
Total
Employee benefit expenses
Salaries
Labor and health insurance
Pension
Others
Depreciation
Amortization
1,070,495
26,009
69,790
12,751
319,817
5,163
767,526
25,263
24,829
39,939
26,463
39,774
1,838,021
51,272
94,619
52,690
346,280
44,937
1,121,000
30,636
80,501
18,689
273,131
3,447
661,447
24,706
24,945
39,543
31,210
67,944
1,782,447
55,342
105,446
58,232
304,341
71,391
By function For the nine months ended
September 30, 2016
For the nine months ended
September 30, 2015
By item Operating
cost
Operating
expenses
Total Operating
cost
Operating
expenses
Total
Employee benefit expenses
Salaries 2,838,473 1,846,733 4,685,206 3,019,415 1,707,948 4,727,363
Labor and health insurance 79,678 81,096 160,774 80.751 80,409 161,160
Pension 204,299 74,514 278,813 200,001 71.310 271,311
Others 38,486 109,771 148,257 61,353 110,529 171,882
Depreciation 955,234 85,062 1,040,296 751,908 93,244 845,152
Amortization 15,161 119,970 135,131 9,818 146,971 156,789

(b) Discontinued operations

The Group resolved to dispose parts of the shares of Global TEK in the directors' meeting held on June 21, 2016. Since the business of Global TEK and its subsidiaries continued to operate on September 30, 2015, the comparative periods in the consolidated statements of comprehensive income are restated. Income from continuing and discontinued operations are disclosed respectively.

Details of discontinued operations were as follow:

For the three months
ended September 30
For the nine months
ended September 30
2016 2015 2016 2015
Operating revenue
Operating cost
Gross profit
S 613,236
(455,683)
157,553
562,204
(423,353)
138,851
1,878,077
(1, 413, 933)
464,144
1,475,753
(1, 172, 290)
303,463
Operating expenses
Net operating income
Non-operating income (expenses)
Income before income taxes
Income tax expense
(98, 788)
58,765
9,200
67,965
(17, 554)
(93, 544)
45,307
10,527
55,834
(6.613)
(270,040)
194,104
8,878
202,982
(56, 698)
(243,552)
59,911
(9,064)
50,847
(17, 736)
Net income from discontinued operations s 50,411 49,221 146,284 33.111
Net income attributable to:
Stockholders of parent
Non-controlling interests
\$
S
50,411
50,411
14,766
34,455
49,221
28,762
117,522
146.284
9,933
23,178
33.111
Cash flows from discontinued operations:
Cash flows from operating activities
Cash flows from investing activities
Cash flows from financing activities
Effect of foreign currency exchange
translation
Net increase (decrease) in cash and cash in
\$ 55,683
(38, 866)
128,964
(29, 105)
41,979
(65, 043)
31,516
(7, 288)
266,018
(157, 523)
102,080
(49,606)
70,284
(173, 562)
(186, 460)
12,960
equivalents S 116,676 1.164 160.969 (276, 778)

(13) Segment Information

For the nine months ended September 30, 2016 and 2015, the Group's segment information has no significant change. Please refer to note 13 of the consolidated financial statements for the year ended December 31, 2015 for further information.

For the three months ended September 30, 2016
Computer Non-computer
Peripherals Peripherals Total
External revenue S 6,586,438 12,515,244 19,101,682
Intra-group revenue
Elimination from discontinued operations (613, 236) (613, 236)
Total revenue 6.586.438 11.902.008 18,488,446
Profit from segments reported \$ 394,401 470,103 864,504
Elimination from discontinued operation (67, 965) (67, 965)
Total profit S 394,401 402,138 796,539

PRIMAX ELECTRONICS, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(restated)
Computer
Peripherals
Non-computer
Peripherals
Total
External revenue \$ 7,605,687 10,177,144 17.782,831
Intra-group revenue
Elimination from discontinued operation
(562, 204) (562, 204)
17,220,627
Total revenue
Profit from segments reported
7.605,687
408,255
9,614,940
352,981
761,236
Elimination from discontinued operation
Total profit
S 408,255 (55, 834)
297,147
(55, 834)
705,402

For the nine months ended September 30, 2016

Computer
Peripherals
Non-computer
Peripherals
Total
External revenue S 19,628,038 29,044,066 48,672,104
Intra-group revenue (1,878,077)
Elimination from discontinued operation
Total revenue
19.628.038 (1,878,077)
27,165,989
46,794,027
Profit from segments reported S 1,173,653 1,020,758
(202, 982)
2,194,411
(202,982)
Elimination from discontinued operation
Total profit
173.653 817.776 1,991,429

$\ddot{\phantom{a}}$

$\mathbf{r}$

For the nine months ended September 30, 2015

(restated)
Computer
Peripherals
Non-computer
Peripherals
Total
External revenue \$ 21,095,329 24,184,993 45,280,322
Intra-group revenue
Elimination from discontinued operation
(1,475,753) (1,475,753)
Total revenue
Profit from segments reported
\$ 21,095,329
1,158,495
22,709,240
579,086
43,804,569
1,737,581
Elimination from discontinued operation
Total profit
S .158.495 (50, 847)
528,239
(50, 847)
1,686,734

For the three months ended September 30, 2015