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Primax Interim / Quarterly Report 2017

Nov 14, 2017

52436_rns_2017-11-14_945c2be8-469f-4c52-b7e7-1f0d6870919d.pdf

Interim / Quarterly Report

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1

Stock Code:4915

(English Translation of Consolidated Interim Financial Statements and Report Originally Issued in Chinese)

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES

CONSOLIDATED INTERIM FINANCIAL STATEMENTS

March 31, 2017 and 2016 (With Independent Auditors’ Review Report Thereon)

Address: No. 669, Ruey Kuang Road, Neihu, Taipei Telephone: (02)2798-9008

The auditors’review report and the accompanying consolidated interim 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’ review report and consolidated interim financial statements, the Chinese version shall prevail.

2

Table of contents

Contents Page
1. Cover Page 1
2. Table of Contents 2
3. Independent Auditors’ Review Report 3
4. Consolidated Balance Sheets 4
5. Consolidated Statements of Comprehensive Income 5
6. Consolidated Statements of Changes in Equity 6
7. Consolidated Statements of Cash Flows 7
8. Notes to the Consolidated Interim Financial Statements
(1) Company history 8
(2) Approval date and procedures of the consolidated financial statements 8
(3) New standards, amendments and interpretations adopted 811
(4) Summary of significant accounting policies 1215
(5) Significant accounting assumptions and judgments, and major sources 15
of estimation uncertainty
(6) Explanation of significant accounts 1544
(7) Related-party transactions 4445
(8) Pledged assets 46
(9) Significant commitments and contingencies 4647
(10) Losses due to major disasters 47
(11) Subsequent events 47
(12) Other 4748
(13) Other disclosures
(a) Information on significant transactions 4953
(b) Information on investments 5354
(c) Information on investment in mainland China 5455
(14) Segment information 5556

3

Independent Auditors’ Review Report

To the Board of Directors PRIMAX ELECTRONICS LTD.:

We have reviewed the accompanying consolidated balance sheets of PRIMAX ELECTRONICS LTD. and its subsidiaries (the “Group”) as of March 31, 2017 and 2016, and the related restated consolidated statements of comprehensive income, changes in equity and cash flows for the three months ended March 31, 2017 and 2016. These consolidated interim financial statements are the responsibility of the Group’ s management. Our responsibility is to issue a report on these consolidated interim financial statements based on our review. We have not reviewed the financial statements of Tymphany Worldwide Enterprises Ltd. with total assets of NT$4,975,022 thousand and NT$3,151,814 thousand, constituting 16.5% and 9.0% of the related consolidated total assets, as of March 31, 2017 and 2016, respectively, and with operating revenue of NT$2,829,895 thousand and NT$1,848,459 thousand, constituting 22.0% and 13.2%, of the related consolidated operating revenue for the three months ended March 31, 2017 and 2016, respectively. Those financial statements were reviewed by other auditors, whose reports have been furnished to us, and our review, insofar as it relates to the amounts included for those companies, is based solely on the reports of the other auditors.

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”. A review consists principally of inquiries of the Group’s personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with the generally accepted auditing standards, the objective of which is the expression of an opinion regarding the consolidated interim financial statements taken as a whole. Accordingly, we do not express such an opinion.

Also included in the accompanying consolidated interim financial statements are the financial statements of certain consolidated subsidiaries, which were not reviewed by independent auditors. These consolidated subsidiaries had the total assets of NT$1,558,936 thousand and NT$5,625,596 thousand, constituting 5.2% and 16.0% of the Group’s consolidated total assets as of March 31, 2017 and 2016, respectively. Total liabilities of NT$1,852,664 thousand and NT$2,705,646 thousand, constituting 10.4% and 12.4% of the Group’ s consolidated total liabilities as of March 31, 2017 and 2016, respectively. The comprehensive loss of NT$88,811 thousand and NT$13,707 thousand, constituting 1,134.0% and 4.0% of the Group’s consolidated comprehensive income for the three months ended March 31, 2017 and 2016, respectively.

3-1

Based on our reviews and the reports of the 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 consolidated interim financial statements referred to in the first paragraph in order for them to be in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Accounting Standard 34 “Interim Financial Reporting” endorsed by the Financial Supervisory Commission of the Republic of China.

KPMG

Taipei, Taiwan (Republic of China) May 11, 2017

Notes to Readers

The accompanying consolidated interim financial statements are intended only to present the consolidated statement of financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to review such consolidated interim financial statements are those generally accepted and applied in the Republic of China.

The auditors’review report and the accompanying consolidated interim 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’ review report and consolidated interim financial statements, the Chinese version shall prevail.

4

(English Translation of Consolidated Interim Financial Statements and Report Originally Issued in Chinese) Reviewed only, not audited in accordance with generally accepted auditing standards as of March 31, 2017 and 2016

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES

Consolidated Balance Sheets

March 31, 2017, December 31, and March 31, 2016 (Expressed in Thousands of New Taiwan Dollars)

Assets
Current assets:
1100
Cash and cash equivalents (note 6(a))
1110
Current financial assets at fair value through profit o
loss (note 6(b))
1170
Notes and accounts receivable, net (note 6(d))
1180
Accounts receivable from related parties, net
(notes 6(d) and 7(c))
1200
Other receivables, net (note 6(d))
1310
Inventories (note 6(e))
1470
Other current assets (note 8)
Non-current assets:
1523
Available-for-sale financial assetsnon-current
(note 6(c))
1600
Property, plant and equipment (notes 6(g) and 8)
1760
Investment property (note 6(h))
1780
Intangible assets (note 6(i))
1840
Deferred tax assets
1985
Long-term prepaid rents (note 8)
1990
Other non-current assets (note 8)
Total assets
March 31, 2017
Amount
%
$ 4,883,779
16
r
118,443
-
10,121,289
34
69,223
-
260,988
1
5,397,286
18
325,440
1
21,176,448
70
910,470
3
4,369,909
14
35,561
-
2,644,006
9
558,185
2
237,920
1
178,176
1
8,934,227
30
$
30,110,675
100
December 31, 2016
Amount
%
6,359,916
17
141,317
-
13,603,873
37
102,841
-
495,392
2
6,670,547
18
425,668
1
27,799,554
75
887,801
2
4,717,422
13
35,677
-
2,673,670
7
570,205
2
264,014
1
173,706
-
9,322,495
25
37,122,049
100
March 31, 2016
Amount
%
5,666,157
16
309,692
1
11,099,336
32
50,781
-
268,298
1
5,994,629
17
434,649
1
23,823,542
68
636,038
2
6,399,999
18
36,024
-
3,285,257
9
386,176
1
294,268
1
197,287
1
11,235,049
32
35,058,591
100
Liabilities and Equity
Current liabilities:
2100
Short-term borrowings (note 6(j))
2170
Notes and accounts payable
2120
Current financial liabilities at fair value through
profit or loss (note 6(b))
2200
Other payables (note 7(c))
2201
Salary payable (note 6(p))
2300
Other current liabilities
2320
Long-term borrowings, current portion (note 6(k))
Non-Current liabilities:
2540
Long-term borrowings (note 6(k))
2630
Long-term deferred revenue (note 6(g))
2600
Other non-current liabilities
Total liabilities
Equity attributable to owners of parent:
3110
Ordinary shares (note 6(o))
3140
Capital collected in advance
3200
Capital surplus (note 6(o))
3310
Legal reserve (note 6(o))
3320
Special reserve (note 6(o))
3350
Unappropriated retained earnings (note 6(o))
3400
Other equity interest
36XX
Non-controlling interests(note 6(f))
Total equity
Total liabilities and equity
March 31, 2017 December 31, 2016 December 31, 2016 March 31, 2016
Amount % Amount
%
2,875,356
8
11,340,015
32
264,151
1
3,234,476
9
514,424
1
284,698
1
808,675
2
19,321,795
54
574,286
2
1,346,173
4
535,473
2
2,455,932
8
21,777,727
62
4,417,938
13
3,684
-
787,085
2
611,322
2
97,300
-
4,352,649
13
492,815
1
2,518,071
7
13,280,864
38
35,058,591
100
-
16,892,918
150,430
3,878,606
1,146,183
350,860
382,222
-
46
-
10
3
1
1
61
1
4
1
6
67
12
-
2
2
-
13
-
4
33
100
22,801,219
218,889
1,408,138
449,345
2,076,372
24,877,591
4,421,343
3,024
791,466
788,634
97,300
4,779,419
118,538
1,244,734
12,244,458
37,122,049

See accompanying notes to consolidated interim financial statements.

5

(English Translation of Consolidated Interim Financial Statements and Report Originally Issued in Chinese) Reviewed only, not audited in accordance with generally accepted auditing standards PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the three months ended March 31, 2017 and 2016

(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Share)

4000
Operating revenue (notes 6(r) and 7(c))
5000
Operating costs (notes 6(e), (m), (p), (s), and 12(a))
Gross profit
Operating expenses (notes 6(m), (p), (s) and 12(a)):
6100
Selling expenses
6200
Administrative expenses
6300
Research and development expenses
Total operating expenses
Net operating income
Non-operating income and expenses:
7010
Other income (note 6(t))
7020
Other gains and losses (note 6(u))
7050
Finance costs
Total non-operating income and expenses
Profit from continuing operations before tax
7950
Less: income tax expense (note 6(n))
Profit from continuing operations
8100
Profit from discontinued operations, net of tax (note 12(b))
Profit
8300
Other comprehensive income (loss):
8360
Items that may be reclassified subsequently to profit or loss:
8361
Exchange differences on translation of foreign operation’s financial statements
8362
Unrealized gains on available-for-sale financial assets (note 6(c))
8399
Income tax expense related to items that may be reclassified to profit or loss
Components of other comprehensive income that will be reclassified to profit or loss
8300
Other comprehensive income after tax
Comprehensive income
Profit attributable to:
8610
Owners of parent
8620
Non-controlling interests
Comprehensive income attributable to:
8710
Owners of parent
8720
Non-controlling interests
Earnings per share (note 6(q))
9710
Basic earnings per share (NT dollars)
Profit from continuing operations
Profit from discontinued operations
Profit per share
9810
Diluted earnings per share (NT dollars)
Profit from continuing operations
Profit from discontinued operations
Profit per share
For the three months ended March 31
2016 (restated)
%
Amount
%
100
13,405,115
100
88
11,996,976
89
12
1,408,139
11
2
327,309
2
2
224,385
2
4
458,937
4
8
1,010,631
8
4
397,508
3
-
39,453
-
-
169,610
1
-
(11,052)
-
-
198,011
1
4
595,519
4
1
201,014
1
3
394,505
3
-
45,569
-
3
440,074
3
(3)
(148,733)
(1)
-
51,608
-
-
-
-
(3)
(97,125)
(1)
(3)
(97,125)
(1)
-
342,949
2
3
400,715
3
-
39,359
-
3
440,074
3
-
311,342
2
-
31,607
-
-
342,949
2
0.95
0.88
0.03
0.95
0.91
0.94
0.88
0.03
0.94
0.91
2017 %
100
88
12
2
2
4
8
4
-
-
-
-
4
1
3
-
3
(3)
-
-
(3)
(3)
-
3
-
3
-
-
-
0.95
0.95
0.94
0.94
Amount
$ 12,881,184
11,265,889
1,615,295
304,233
306,314
471,139
1,081,686
533,609
50,725
16,907
(11,234)
56,398
590,007
137,735
452,272
-
452,272
(446,064)
1,624
-
(444,440)
(444,440)
$
7,832
$ 418,436
33,836
$
452,272
$ 2,108
5,724
$
7,832
$ -
$
$ -
$

See accompanying notes to consolidated interim financial statements.

6

(English Translation of Consolidated Interim Financial Statements and Report Originally Issued in Chinese) Reviewed only, not audited in accordance with generally accepted auditing standards

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES

Consolidated Statements of Changes in Equity For the three months ended March 31, 2017 and 2016 (Expressed in Thousands of New Taiwan Dollars)

Equity attributable to owners of parent

Balance at January 1, 2016
Profit
Other comprehensive income
Comprehensive income
Retirement of restricted stock
Compensation cost of share-based payment
Amortization expense of restricted employee stock
Exercise of employee stock options
Issuance of ordinary shares for employee stock option and abandonment
Balance at March 31, 2016
Balance at January 1,2017
Profit
Other comprehensive income
Comprehensive income
Compensation cost of share-based payment
Amortization expense of restricted employee stock
Issuance of restricted stock
Exercise of employee stock options
Issuance of ordinary shares for employee stock option and abandonment
Balance at March 31, 2017
Share capital Share capital Share capital Capital
surplus
Retained earnings Retained earnings Retained earnings Retained earnings Retained earnings Exchange
differences on
translation of
operation’s
financial
statements
Unrealized
gains (losses) on
available-for-
sale financial
assets
Unrealized
gains (losses) on
available-for-
sale financial
assets
Unearned
employee
compensation
Unearned
employee
compensation
Total equity
attributable
to owners of
parent
Non-
controlling
interests
Total equity
Ordinary
shares
capital
collected in
advance
Legal
reserve
Special
reserve
Unappropriated
retained
earnings
$ 4,411,877
-
-
-
(1,000)
-
-
-
7,061
$
4,417,938
$ 4,421,343
-
-
-
-
-
24,500
-
1,700
$
4,447,543
15,174
-
-
777,368
-
-
611,322
-
-
97,300
-
-
3,951,934
400,715
-
351,045
-
(140,981)
(140,981)
-
-
-
-
-
210,064
(259,911)
-
(417,952)
(417,952)
-
-
-
-
-
(677,863)
294,760
-
51,608
(80,399)
-
-
-
-
-
16,782
-
-
(63,617)
(27,017)
-
-
-
-
12,182
(112,210)
-
-
(127,045)
10,430,381
400,715
(89,373)
311,342
-
604
16,782
3,684
-
10,762,793
10,999,724
418,436
(416,328)
2,108
656
12,182
-
1,890
-
11,016,560
2,486,204
12,916,585
39,359
440,074
(7,752)
(97,125)
31,607
342,949
-
-
260
864
-
16,782
-
3,684
-
-
2,518,071
13,280,864
1,244,734
12,244,458
33,836
452,272
(28,112)
(444,440)
5,724
7,832
281
937
-
12,182
-
-
-
1,890
-
-
1,250,739
12,267,299
- - - - 400,715 51,608
1,000
604
-
-
8,113
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
787,085 611,322 97,300 4,352,649 346,368
791,466
-
-
788,634
-
-
97,300
-
-
4,779,419
418,436
-
405,466
-
1,624
- - - 418,436 1,624
656
-
87,710
-
2,584
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
882,416 788,634 97,300 5,197,855 407,090

See accompanying notes to consolidated interim financial statements.

7

(English Translation of Consolidated Interim Financial Statements and Report Originally Issued in Chinese) Reviewed only, not audited in accordance with generally accepted auditing standards

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES

Consolidated Statements of Cash Flows

For the three months ended March 31, 2017 and 2016

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:
Profit from continuing operations before tax
Profit from discontinued operations before tax
Profit before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation and amortization
Losses related to inventories
Provision (reversal of provision) for bad debt expense and sales returns and discounts
Interest expense
Interest income
Compensation cost of share-based payments
Other
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:
Financial assets at fair value through profit or losscurrent
Notes and accounts receivable
Accounts receivable from related parties
Other receivablecurrent and non-current
Inventories
Other current assets
Other operating assets
Changes in operating assets
Financial liabilities at fair value through profit or loss - current
Notes and accounts payable
Salary payable
Other payables
Other current liabilities
Other operating liabilities
Changes in operating liabilities
Total changes in operating assets and liabilities
Total adjustments
Cash outflow generated from operations
Interest received
Interest paid
Income taxes paid
Net cash used in operating activities
Cash flows from (used in) investing activities:
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of unamortized expense
Acquisition of available-for-sale financial assets
Other investing activities
Net cash flows used in investing activities
Cash flows from (used in) financing activities:
Increase in short-term borrowings
Decrease in long-term borrowings
Increase in guarantee deposits
Increase in other payables to related parties
Exercise of employee share options
Net cash flows from (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
For the three months ended March 31,
2017
2016
$ 590,007
595,519
-
63,694
590,007
659,213
370,529
422,905
101,685
312,736
(52,919)
12,231
10,808
14,438
(48,459)
(39,051)
13,119
17,646
1,315
1,129
396,078
742,034
22,874
(220,975)
3,535,503
3,313,055
33,618
4,214
234,423
193,951
1,171,576
1,043,244
114,799
4,413
13,261
2,881
5,126,054
4,340,783
(52,133)
204,046
(5,625,846)
(7,383,915)
(677,559)
(712,683)
(440,617)
(723,218)
(14,031)
5,578
(3,062)
3,737
(6,813,248)
(8,606,455)
(1,687,194)
(4,265,672)
(1,291,116)
(3,523,638)
(701,109)
(2,864,425)
48,459
39,051
(10,791)
(14,421)
(35,654)
(186,005)
(699,095)
(3,025,800)
(300,349)
(139,573)
338
13,607
(17,476)
(10,551)
(21,045)
-
1,566
10,312
(336,966)
(126,205)
-
1,524,787
(274,444)
(294,526)
22,799
10,808
-
14
1,890
3,684
(249,755)
1,244,767
(190,321)
(49,985)
(1,476,137)
(1,957,223)
6,359,916
7,623,380
$
4,883,779
5,666,157

See accompanying notes to consolidated interim financial statements.

8

(English Translation of Consolidated Interim Financial Statements and Report Originally Issued in Chinese) AS OF MARCH 31, 2017 AND 2016 REVIEWED ONLY, NOT AUDITED IN ACCORDANCE WITH THE GENERALLY ACCEPTED AUDITING STANDARDS

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES

Notes to the Consolidated Interim Financial Statements

March 31, 2017 and 2016

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

(1) Company history

PRIMAX ELECTRONICS LTD. (“the Company”), formerly known as Hong Chuan Investments Ltd., was incorporated on March 20, 2006, and registered under the Ministry of Economic Affairs, ROC. The Company changed its name to Hong Chuan Electronics Ltd. and Primax Electronics Ltd. in October 2007 and February 2008, respectively. The address of the Company’s registered office is No. 669, Ruey Kuang Road, Neihu, Taipei.

Primax Electronics Holdings, Ltd. (Primax Holdings, formerly known as Apple Holdings Ltd.) acquired all shares of the Company from YWAN PANG Management Limited on April 2, 2007. The investment was approved by the Investment Commission, Ministry of Economic Affairs. However, all shares of the Company were sold by Primax Holdings to its shareholders 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 interim financial statements of the Company as at and for the years ended March 31, 2017, 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 14 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) Approval date and procedures of the consolidated financial statements:

The consolidated interim financial statements were authorized for issuance by the board of directors on May 11, 2017.

(3) New standards, amendments and interpretations adopted

  • (a) Impact of the International Financial Reporting Standards (”IFRSs”) endorsed by the FSC which have already taken effect.

The Group conform to the IFRSs which were issued by the International Accounting Standards Board (IASB) before January 1, 2016, and were endorsed by the FSC on January 1, 2017 in preparing their financial statements. The related new standards, interpretations and amendments are as follows:

(Continued)

9

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

Effective date
New, Revised or Amended Standards and Interpretations per IASB
Amendments to IFRS 10, IFRS 12 and IAS 28 “Investment Entities: Applying January 1, 2016
the Consolidation Exception”
Amendments to IFRS 11 “Accounting for Acquisitions of Interests in Joint January 1, 2016
Operations”
IFRS 14 “Regulatory Deferral Accounts” January 1, 2016
Amendment to IAS 1 “Disclosure Initiative” January 1, 2016
Amendments to IAS 16 and IAS 38 “Clarification of Acceptable Methods of January 1, 2016
Depreciation and Amortization”
Amendments to IAS 16 and IAS 41 “Agriculture: Bearer Plants” January 1, 2016
Amendments to IAS 19 “Defined Benefit Plans: Employee Contributions” July 1, 2014
Amendment to IAS 27 “Equity Method in Separate Financial Statements” January 1, 2016
Amendments to IAS 36 “Recoverable Amount Disclosures for Non-Financial January 1, 2014
Assets”
Amendments to IAS 39 “Novation of Derivatives and Continuation of Hedge January 1, 2014
Accounting”
Annual improvements cycles 2010-2012 and 2011-2013 July 1, 2014
Annual improvements cycle 2012-2014 January 1, 2016
IFRIC 21 “Levies” January 1, 2014

The Group assessed that the initial application of the above IFRSs would not have any material impact on the consolidated interim 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. The FSC announced that the Group should apply IFRS 9 and IFRS 15 starting January 1, 2018. As of the date the Group’s interim financial statements were issued, the FSC has yet to announce the effective dates of the other IFRSs. 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 Between Effective date to
an Investor and Its Associate or Joint Venture” be determined by
IASB
IFRS 15 “Revenue from Contracts with Customers” January 1, 2018
IFRS 16 “Leases” January 1, 2019
Amendment to IFRS 2 “Clarifications of Classification and Measurement of January 1, 2018
Share-based Payment Transactions”

(Continued)

10

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

Effective date New, Revised or Amended Standards and Interpretations per IASB Amendment to IFRS 15 “Clarifications of IFRS 15” January 1, 2018 Amendment to IAS 7 “Disclosure Initiative” January 1, 2017 Amendment to IAS 12 “Recognition of Deferred Tax Assets for Unrealized January 1, 2017 Losses” Amendments to IFRS 4 “Insurance Contracts” (“Applying IFRS 9 Financial January 1, 2018 Instruments with IFRS 4 Insurance Contracts”) Annual Improvements to IFRSs 2014 - 2016 Cycle : IFRS 12 “Disclosure of Interests in Other Entities” January 1, 2017 IFRS 1 “First-time Adoption of International Financial Reporting Standards” January 1, 2018 and IAS 28 “Investments in Associates and Joint Ventures” IFRIC 22 “Foreign Currency Transactions and Advance Consideration” January 1, 2018 IAS 40 “Transfers of Investment Property” January 1, 2018

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 IFRS 15 “Revenue from April 12, 2016 Contracts with Customers”

IFRS 15 establishes a five-step model for recognizing revenue that applies to all contracts with customers, and will supersede IAS 18 “ Revenue,” IAS 11 “ Construction Contracts,” and a number of revenue-related interpretations.

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

(Continued)

11

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

Issuance / Release
Dates
November 19, 2013
July 24, 2014
January 13, 2016
Standards or Interpretations
Content of amendment
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.
IFRS 16 “Leases”
The new standard of accounting for lease is
amended as follows:
For a contract that is, or contains, a lease,

the lessee shall recognize a right-of-use
asset and a lease liability in the balance
sheet. In the statement of profit or loss and
other comprehensive income, a lessee shall
present interest expense on the lease
liability separately from the depreciation
charge for the right-of use asset during the
lease term.
A lessor classifies a lease as either a

finance lease or an operating lease, and
therefore, the accounting remains similar
to IAS 17.

The 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)

12

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

(4) Summary of significant accounting policies:

(a) Statement of compliance

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

Except the following accounting policies mentioned below, the significant accounting policies adopted in the consolidated interim financial statements are the same as those in the consolidated financial statement for the year ended December 31, 2016. For the related information, please refer to note 4 of the consolidated financial statements for the year ended December 31, 2016.

(b) Basis of consolidation

  • (i) Except as described in the following paragraph, the principles of preparation of the consolidated interim financial statements are the same as those of the consolidated financial statements for the year ended December 31, 2016. For the related information, please refer to note 4(c) of the consolidated financial statements for the year ended December 31, 2016.

  • (ii) List of subsidiaries in the consolidated interim financial statements

The consolidated interim 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 interim financial statements are as follows:

Name of
investor
Name of subsidiary Principal
activities
Holding company
Holding company
Holding company
Market development
and customer service
Holding company
Market development
and customer service
Percentage of shareholding
March 31,
2017
December 31,
2016
March 31,
2016
Description
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
Percentage of shareholding
March 31,
2017
December 31,
2016
March 31,
2016
Description
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
March 31,
2017
December 31,
2016
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
The Company
The Company
The Company
The Company
The Company
The Company
Primax Industries (Cayman
Holding) Ltd. (Primax Cayman)
Primax Technology (Cayman
Holding) Ltd. (Primax Tech.)
Destiny Technology Holding Co.,
Ltd. (Destiny BVI.)
Primax Destiny Co., Ltd.
(Destiny Japan)
Diamond (Cayman) Holdings Ltd.
(Diamond)
Gratus Technology Corp.
(Gratus Tech.)
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00

(Continued)

13

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

Name of
investor
Name of subsidiary Principal
activities
Manufacture and sale
of sophisticated
machinery
components,
automotive parts,
industrial automation
parts, communication
parts and aerospace
components
Holding company and
customer service
Holding company
Manufacture of
sophisticated
machinery components
and automotive parts
Holding company
Manufacture of
multifunctional
peripherals, computer
mice, mobile phone
accessories, consumer
electronics products,
and shredders
Manufacture of
computer, peripherals
and keyboards
Manufacture of
computer peripherals
and keyboards
Sale of multi-function
printers and computer
peripheral devices
Research and
development of
computer peripheral
devices and software
Sale of audio
accessories, amplifiers
and their components
Market development
and customer service
of amplifiers and their
components
Manufacture, research
and development,
design, and sale of
audio accessories,
amplifiers and their
components
Percentage of shareholding
March 31,
2017
December 31,
2016
March 31,
2016
Description
%
-
%
-
%
30.00
(note 1)
%
100.00
%
100.00
%
100.00
%
70.00
%
70.00
%
70.00
%
-
%
-
%
100.00
(note 1)
%
-
%
-
%
100.00
(note 1)
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
Percentage of shareholding
March 31,
2017
December 31,
2016
March 31,
2016
Description
%
-
%
-
%
30.00
(note 1)
%
100.00
%
100.00
%
100.00
%
70.00
%
70.00
%
70.00
%
-
%
-
%
100.00
(note 1)
%
-
%
-
%
100.00
(note 1)
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
March 31,
2017
December 31,
2016
%
-
%
100.00
%
70.00
%
-
%
-
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
The Company
Primax Cayman
Diamond
Global TEK
Global TEK
Primax HK
and Primax Tech.
Primax HK
Primax HK
Primax Tech.
Destiny BVI.
TWEL
TWEL
TYM HK
Global TEK Fabrication Co., Ltd.
(Global TEK)
Primax Industries (Hong Kong)
Ltd. (Primax HK)
Tymphany Worldwide Enterprises
Ltd. (TWEL)
Global TEK Co., Ltd. (GT)
Global TEK Fabrication Co., Ltd.
(Samoa) (GTF-S)
Dongguan Primax Electronic &
Telecommunication Products Ltd.
(PCH2)
Primax Electronics (KS) Corp.,
Ltd. (PKS1)
Primax Electronics (Chongqing)
Corp., Ltd. (PCQ1)
Polaris Electronics Inc. (Polaris)
Destiny Electronic Corp.
(Destiny Beijing)
Tymphany HK Ltd. (TYM HK)
TYP Enterprises, Inc. (TYP)
Premium Loudspeakers (Hui
Zhou) Co., Ltd. (Premium Hui
Zhou)
%
-
%
100.00
%
70.00
%
-
%
-
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00

(Continued)

14

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

Name of
investor
Name of subsidiary Principal
activities
Sale of audio
accessories, amplifiers
and their components
Manufacture, research
and development,
design, and sale of
audio accessories,
amplifiers and their
components
Research and
Development , design,
and sale of audio
accessories, amplifiers
and their components
Research and
Development , design,
and sale of audio
accessories, amplifiers
and their components
and holdings
Research and
Development , design
of audio accessories,
amplifiers and their
components
Sale of automotive
parts, industrial
automation parts,
communication parts
and aerospace
components
Holding company
Holding company
Manufacture of
sophisticated
machinery components
Manufacture of
industrial automation
parts, communication
parts and aerospace
components
Manufacture of
sophisticated
machinery components
and automotive parts
Percentage of shareholding
March 31,
2017
December 31,
2016
March 31,
2016
Description
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
-
TYDC was
incorporated
in October
2016
%
100.00
%
-
%
-
(note 2)
%
100.00
%
-
%
-
(note 2)
%
-
%
-
%
100.00
(note 1)
%
-
%
-
%
100.00
(note 1)
%
-
%
-
%
100.00
(note 1)
%
-
%
-
%
100.00
(note 1)
%
-
%
-
%
100.00
(note 1)
%
-
%
-
%
100.00
(note 1)
Percentage of shareholding
March 31,
2017
December 31,
2016
March 31,
2016
Description
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
-
TYDC was
incorporated
in October
2016
%
100.00
%
-
%
-
(note 2)
%
100.00
%
-
%
-
(note 2)
%
-
%
-
%
100.00
(note 1)
%
-
%
-
%
100.00
(note 1)
%
-
%
-
%
100.00
(note 1)
%
-
%
-
%
100.00
(note 1)
%
-
%
-
%
100.00
(note 1)
%
-
%
-
%
100.00
(note 1)
March 31,
2017
December 31,
2016
%
100.00
%
100.00
%
100.00
%
-
%
-
%
-
%
-
%
-
%
-
%
-
%
-
TYM HK
TYMPHANY LOGISITCS, INC.
(TYML)
TYM HK
Dongguan Tymphany Acoustic
Technology Co., Ltd.
(Tymphany Dongguan)
Tymphann
Dongguan
Dong Guan Dong Cheng
Tymphany Acoustic Technology
Co., Ltd. (TYDC)
Premium Hui ZhouTymphany Acoustic Technology
HK Ltd. (TYM Acoustic HK )
TYM Acoustic HKTYMPHANY ACOUSTIC
TECHNOLOGY (UK) LIMITED
(TYM UK )
GT
GP Tech, Inc. (GP)
GTF-S
Global TEK Fabrication Co., Ltd.
(HK) (GTF-HK)
GTF-S
Global TEK Co., Ltd. (Samoa)
(GTS)
GTF-HK
WUXI GLOBAL TEK
FABRICATION CO., LTD.
(WUXI GLOBAL TEK)
GTS
GLOBAL TEK (XI’ AN)
CO., LTD. (GLOBAL TEK XI’
AN)
GTS and WUXI
GLOBAL TEK
GLOBAL TEK CO. (WUXI),
LTD. (GLOBAL TEK WUXI)
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
-
%
-
%
-
%
-
%
-
%
-

Note 1: The Board resolved to dispose 20% of the shares of Global TEK on June 21 and September 21, 2016. The disposal transaction has been settled on October 3, 2016, and the Company lost control over Global TEK on the same date.

Note 2: The Company was incorporated in January 2017.

(Continued)

15

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

(c) Income taxes

The income tax expenses have been prepared and disclosed in accordance with paragraph B12 of International Financial Reporting Standards 34 “Interim Financial Reporting”.

Income tax expenses for the period are best estimated by multiplying pre-tax income for the interim 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.

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 tax rates that have been enacted or substantively enacted at the time of the asset or liability is recovered or settled, and be recognized directly in equity or other comprehensive income as tax expense.

(d) Employee benefits

The pension cost in the consolidated interim financial statements was calculated and disclosed on a year-to-date basis by using the actuarially determined pension cost rate at the end of the prior fiscal 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 interim financial statements in conformity with the Regulations and IFRSs (in accordance with IAS 34 “ Interim Financial Reporting” and 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.

The preparation of the consolidated interim financial statements, estimates and underlying assumptions are reviewed on an ongoing basis which are in conformity with the consolidated financial statements for the year ended December 31, 2016. For the related information, please refer to note 5 of the consolidated financial statements for the year ended December 31, 2016.

(6) Explanation of significant accounts:

Except for the following disclosures, there is no significant difference as compared with those disclosed in the consolidated financial statements for the year ended December 31, 2016. Please refer to Note 6 of the 2016 annual consolidated financial statements.

(a) Cash and cash equivalents

Cash on hand
Checking accounts and demand deposits
Time deposits
March 31,
2017
$ 3,109
1,991,924
2,888,746
$
4,883,779
December 31,
2016
March 31,
2016
2,946
3,694
1,761,981
1,979,266
4,594,989
3,683,197
6,359,916
5,666,157
(Continued)

16

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

Please refer to note 6(v) 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

  • (i) The fair value of financial instruments was as follows:

Financial assets at fair value through profit
or loss – current:
Non-derivative financial assets:
Mutual funds
Derivative financial assets:
Forward exchange contracts
Foreign exchange swap contracts
Financial liabilities at fair value through
profit or loss – current:
Derivative financial liabilities:
Forward exchange contracts
Foreign exchange swap contracts
March 31,
2017
$
-
$ 86,437
32,006
$
118,443
$ (65,027)
(33,270)
$
(98,297)
December 31,
2016
March 31,
2016
-
1,000
141,317
308,692
-
-
141,317
308,692
(72,909)
(107,275)
(77,521)
(156,876)
(150,430)
(264,151)
  • (ii) The Group held the following derivative financial instruments not designated as hedging instruments presented as held-for-trading financial assets as of March 31, 2017, and December 31 and March 2016:

March 31, 2017

March 31, 2017
Derivative financial
instruments
Nominal amount Maturity date
Predetermined
rate
April 7, 2017~
June 5, 2017
30.028~30.982
April 7, 2017~
June 2, 2017
30.055~32.008
April 12, 2017
31.953
April 10, 2017~
June 5, 2017
30.210~30.944
Forward exchange contracts
buy USD / sell TWD
Forward exchange contracts
buy TWD / sell USD
Foreign exchange swap contracts
swap in USD / swap out TWD
Foreign exchange swap contracts
swap in TWD / swap out USD
USD 194,000 thousand
USD 153,200 thousand
USD
20,000 thousand
USD
80,300 thousand

(Continued)

17

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

December 31, 2016

December 31, 2016
Derivative financial
instruments
Nominal amount Maturity date
Predetermined
rate
January 5, 2017~
March 27, 2017
31.157~32.015
January 5, 2017~
March 27, 2017
31.765~32.290
January 5, 2017~
January 19, 2017
31.245~31.920
Forward exchange contracts
buy USD / sell TWD
Forward exchange contracts
buy TWD / sell USD
Foreign exchange swap contracts
swap in TWD / swap out USD
USD 252,000 thousand
USD 189,500 thousand
USD
81,000 thousand
March 31, 2016 Maturity date
Predetermined
rate
April 8, 2016~
May 31, 2016
32.510~33.578
April 1, 2016~
June 15, 2016
32.580~33.869
April 13, 2016~
June 15, 2016
32.8975~33.702
Derivative financial
instruments
Nominal amount
Forward exchange contracts
buy USD / sell TWD
Forward exchange contracts
buy TWD / sell USD
Foreign exchange swap contracts
swap in USD / swap out TWD
USD 141,100 thousand
USD 298,100 thousand
USD 150,000 thousand

(iii) Please refer to note 6(v) for the liquidity risk of the Group’s financial instruments.

  • (iv) 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

Stocks listed in domestic markets
Stocks unlisted in domestic markets
Stocks unlisted in foreign markets
March 31,
2017
$ 496,404
382,517
31,549
$
910,470
December 31,
2016
March 31,
2016
586,404
606,600
287,517
13,297
13,880
16,141
887,801
636,038
  • (i) The unrealized gains and losses were recognized as unrealized gains and losses on availablefor-sale financial assets. Details were as follows:
Unrealized gains For the three months
ended March 31
2017
2016
$
1,624
51,608

(Continued)

18

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

  • (ii) 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)

Notes receivable
Accounts receivable
Accounts receivable – related parties
Other receivables
Less: allowance for doubtful accounts
allowance for sales returns and discounts
Total
March 31,
2017
$ 114,869
10,145,830
69,223
260,988
(89,204)
(50,206)
$
10,451,500
December 31,
2016
March 31,
2016
3,761
410,556
13,798,350
10,763,700
102,841
50,781
495,392
268,298
(99,936)
(37,425)
(98,302)
(37,495)
14,202,106
11,418,415
  • (i) The Group did not provide any of the aforementioned notes and accounts receivable, and other receivables (including related parties) as collateral.

  • (ii) Please refer to note 6(v) for the movements in the allowance for doubtful accounts and the credit risk and currency.

  • (iii) The Company entered into agreements with banks to sell its accounts receivable without recourse. According to the agreements, within the limit of its credit facilities, the Company does not need to guarantee the capability of its customers to pay for reasons other than commercial disputes when transferring its accounts receivable. The Company receives partial advances upon sales of accounts receivable and pays interest calculated based on the interest rates agreed for the period through the collection of the accounts receivable. The remaining amounts are received upon the collection of the accounts receivable, and are recorded as other receivables. In addition, the Company shall pay handling charges based on a fixed rate. As of March 31, 2017, and December 31 and March 31, 2016, the details of transferred accounts receivable which conformed to the criteria for derecognition were as follows:

March 31, 2017
Buyer
Mega International
Commercial Bank
HSBC Bank
Bank of Taiwan
Amount sold
NT$
$ -
-
-
$
-
Credit
facilities
US$ (expressed
in thousand)
20,000
64,400
26,000
110,400
Cash received
in advance
NT$
Interest
rate
Guarantee
(promissory note)
expressed in
thousands
-
US$ 5,000
-
US$ 58,000
-
NT$ 772,200
-
Amount
derecognized
NT$
Amount not
received
NT$
-
-
-
-
-
-
-
-

(Continued)

19

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

December 31, 2016
Buyer
Mega International
Commercial Bank
HSBC Bank
Bank of Taiwan
Amount sold
NT$
$ 374,057
592,397
449,051
$
1,415,505
Credit
facilities
US$ (expressed
in thousand)
20,000
64,400
26,000
110,400
Cash received
in advance
NT$
Interest
rate
Guarantee
(promissory note)
expressed in
thousands
336,651
%
1.75
US$ 5,000
533,157
%
1.42
US$ 58,000
404,146
%
2.10
NT$ 772,200
1,273,954
March 31, 2016
Amount
derecognized
NT$
Amount not
received
NT$
336,651
37,406
533,157
59,240
404,146
44,905
1,273,954
141,551
Buyer
Mega International
Commercial Bank
HSBC Bank
Bank of Taiwan
Credit
facilities
US$ (expressed
in thousand)
25,000
64,400
26,000
115,400
Cash received
in advance
NT$
Interest
rate
Guarantee
(promissory note)
expressed in
thousands
-
US$ 7,000
-
US$ 58,000
-
NT$ 725,400
-
Amount
derecognized
NT$
Amount not
received
NT$
-
-
-
-
-
-
-
-

(iv) Please refer to note 9 for guarantee notes provided by the Company to sell its accounts receivable.

(e) Inventories

Raw materials
Semi-finished goods and work in process
Finished goods and merchandise
March 31,
2017
$ 1,266,667
1,291,194
2,839,425
$
5,397,286
December 31,
2016
March 31,
2016
1,618,227
1,393,131
1,485,837
1,207,622
3,566,483
3,393,876
6,670,547
5,994,629

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:

Losses on inventory valuation
Unallocated manufacturing overhead resulting from the actual
production being lower than the normal capacity
Loss on disposal of inventories
Gain on physical inventories
For the three months
ended March 31
2017
2016
$ (48,066)
(280,929
(35,906)
(32,024
(19,545)
(146
1,832
363
$
(101,685)
(312,736

(Continued)

20

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

  • (f) Material non-controlling interests of subsidiaries

The Material non-controlling interests of subsidiaries were as follows:

Name of subsidiaries Main operation place
Business/Registered Country
Proportion of Ownership and Voting
Rights Held by Non-controlling Interests
March 31,
2017
December 31,
2016
March 31,
2016
%
30
%
30
%
30
%
-
%
-
%
70

The following information of the aforementioned subsidiaries have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. Included in these information are the fair value adjustment made during the acquisition and relevant difference in accounting principles between the Group as at the acquisition date. Intra-group transactions were not eliminated in this information.

(i) TWEL and its subsidiaries:

March 31,
2017
Current assets
$ 4,364,113
Non-current assets
3,299,077
Current liabilities
(3,268,643)
Non-current liabilities
(225,418)
Net assets
$
4,169,129
Non-controlling interests
$
1,250,739


Operating revenue
$
Profit
$ Other comprehensive income
Comprehensive income
$
Profit attributable to non-controlling interests
$
Comprehensive income attributable to non-controlling
interests
$
March 31,
2017
Current assets
$ 4,364,113
Non-current assets
3,299,077
Current liabilities
(3,268,643)
Non-current liabilities
(225,418)
Net assets
$
4,169,129
Non-controlling interests
$
1,250,739


Operating revenue
$
Profit
$ Other comprehensive income
Comprehensive income
$
Profit attributable to non-controlling interests
$
Comprehensive income attributable to non-controlling
interests
$
December 31,
2016
March 31,
2016
4,510,885
2,803,337
3,377,729
3,109,687
(3,496,113)
(1,702,729)
(243,387)
(241,770)
4,149,114
3,968,525
1,244,734
1,190,558
For the three months
ended March 31
2017
2016
2,877,049
1,856,928
112,785
24,866
(93,708)
(27,177)
19,077
(2,311)
33,836
7,460
5,724
(694)
$
$ $
$
$

(Continued)

21

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

For the three months For the three months For the three months
ended March 31
2017 2016
Cash flows from operating activities $ 400,325 (640,411)
Cash flows from investing activities (63,294) (53,296)
Cash flows from financing activities (691) (197)
Effect of foreign currency exchange translation (65,493) (22,002)
Net increase (decrease) in cash and cash equivalents $ 270,847 (715,906)
Dividends paid to non-controlling interests $ - -
(ii) Global TEK and its subsidiaries
March 31, December 31, March 31,
2017 2016 2016
Current assets $ - - 1,496,334
Non-current assets - - 1,779,783
Current liabilities - - (1,007,116)
Non-current liabilities - - (372,553)
Net assets $ - - 1,896,448
Non-controlling interests $ - - 1,327,513
For the three months
ended March 31
2017 2016
Operating revenue $ - 607,448
Profit $ - 45,569
Other comprehensive income - 575
Comprehensive income $ - 46,144
Profit attributable to non-controlling interests $ - 31,899
Comprehensive income attributable to non-controlling
interests $ - 32,301
For the three months
ended March 31
2017 2016
Cash flows from operating activities $ - 12,317
Cash flows from investing activities - (8,563)
Cash flows from financing activities - (29,079)
Effect of foreign currency exchange translation - (9,665)
Net decrease in cash and cash equivalents $ - (34,990)
Dividends paid to non-controlling interests $ - -

(Continued)

22

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

(g) Property, plant and equipment

The cost, depreciation, and impairment loss of the property, plant and equipment of the Group for the three months ended March 31, 2017 and 2016, were as follows:

Cost or deemed cost:
Balance on January 1, 2017
Additions
Disposals
Reclassifications
Effect of movements in exchange
rates
Balance on March 31, 2017
Balance on January 1, 2016
Additions
Disposals
Reclassifications
Effect of movements in exchange
rates
Balance on March 31, 2016
Depreciation and impairments
loss:
Balance on January 1, 2017
Depreciation
Disposals
Reclassifications
Effect of movements in exchange
rates
Balance on March 31, 2017
Balance on January 1, 2016
Depreciation
Disposals
Reclassifications
Effect of movements in exchange
rates
Balance on March 31, 2016
Carrying amounts:
Balance on January 1, 2017
Balance on March 31, 2017
Balance on January 1, 2016
Balance on March 31, 2016
Land Buildings,
leasehold
improvement,
and
additional
equipment
Machinery
and
equipment
5,672,304
140,500
(61,396)
99,245
(318,819)
5,531,834
6,578,407
111,084
(180,809)
89,334
(115,557)
6,482,459
3,632,382
254,841
(59,660)
(152)
(209,984)
3,617,427
3,718,475
285,545
(168,694)
(2,657)
(72,393)
3,760,276
2,039,922
1,914,407
2,859,932
2,722,183
Office and
other
equipment
Construction
in progress
and testing
equipment
347,678
57,028
-
(156,014)
(16,801)
231,891
503,242
305,335
-
(256,524)
(8,218)
543,835
-
-
-
-
-
-
-
-
-
-
-
-
347,678
231,891
503,242
543,835
Government
grants
Total
(16,286)
10,451,612
-
228,929
-
(66,862)
-
(14,989)
897
(556,341)
(15,389)
10,042,349
(12,731)
12,179,667
-
434,373
-
(198,875)
-
188,451
240
(204,978)
(12,491)
12,398,638
(13,237)
5,734,190
(1,226)
322,764
-
(65,209)
-
(210)
765
(319,095)
(13,698)
5,672,440
(9,579)
5,895,644
(733)
370,196
-
(184,290)
-
28,468
191
(111,379)
(10,121)
5,998,639
(3,049)
4,717,422
(1,691)
4,369,909
(3,152)
6,284,023
(2,370)
6,399,999
$ 134,701
-
-
-
-
$
134,701
$ 284,973
-
-
111,822
-
$
396,795
$ -
-
-
-
-
$
-
$ -
-
-
-
-
$
-
$
134,701
$
134,701
$
284,973
$
396,795
510,457
9,252
(3,695)
2,179
(27,474)
490,719
680,211
10,763
(8,292)
2,308
(10,773)
674,217
383,934
13,329
(3,778)
(58)
(21,206)
372,221
449,371
23,303
(6,023)
(131)
(8,221)
458,299
126,523
118,498
230,840
215,918

(Continued)

23

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

  • (i) The unamortized deferred revenue of equipment subsidy amounted to $1,209,931, $1,310,945 and $1,282,334 as of March 31, 2017, and December 31 and March 31, 2016, respectively.

  • (ii) Please refer to note 8 for further information on property, plant and equipment provided as collateral.

  • (h) Investment property

Carrying amounts:
Balance at January 1, 2017
$
Balance at March 31, 2017
$
Balance at January 31, 2016
$
Balance at March 1, 2016
$
Land

16,249

16,249

128,071

16,249
Buildings and
other
equipment
Total
19,428
35,677
19,312
35,561
130,638
258,709
19,775
36,024
  • (i) The Group reclassified $220,053 as property, plant and equipment from investment property due to the change of the use of such property in the first quarter of 2016.

  • (ii) Except for the above paragraph, there was no significant additions, disposals, or recognition and reversal of impairment losses of the investment property for the three months ended March 31, 2017 and 2016. Please refer to note 6(j) of the consolidated financial statements for the year ended December 31, 2016 for further information.

  • (iii) The fair value of the investment property has no significant change from note 6(j) of the consolidated financial statements for the year ended December 31, 2016.

  • (iv) 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 March 31, 2017 and 2016, were as follows:

Carrying amounts:
Balance at January 1, 2017
Balance at March 31, 2017
Balance at January 1, 2016
Balance at March 31, 2016
Goodwill
$
1,850,383
$
1,850,383
$
2,191,382
$
2,191,382
Customer
Relationships
504,899
486,929
676,241
655,547
Technology
294,524
284,042
423,954
409,900
Trademarks,
Patents and
Copyrights
Total
23,864
2,673,670
22,652
2,644,006
30,614
3,322,191
28,428
3,285,257

(Continued)

24

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

  • (i) There was no significant change on intangible assets for the three months ended March 31, 2017 and 2016. Please refer to note 6(k) of the consolidated financial statements for the year ended December 31, 2016.

  • (ii) The Group did not provide any of the aforementioned intangible assets as collateral.

(j) Short-term borrowings

The details were as follows:

Unsecured bank loans
Secured bank loans
Short-term borrowings
Unused credit lines
Annual interest rates
March 31,
2017
$ -
-
$
-
$
14,790,839
1.09%~1.43%
December 31,
2016
March 31,
2016
-
2,724,304
-
151,052
-
2,875,356
13,301,651
8,605,863
0.93%~1.27%
0.96%~5.89%

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

  • (k) Long-term borrowings
Unsecured bank loans
Less: current portion
Total
Unused credit lines
March 31, 2017
Annual interest
rate
Maturity year
Amount
1.19%~1.48%
2018~2020
$ 326,667
(215,556)
$
111,111
$
-
Currency Annual interest
rate
TWD 1.19%~1.48%
Unsecured bank loans
Less: current portion
Total
Unused credit lines
December 31, 2016
Annual interest
rate
Maturity year
Amount
0.95~1.56%
2017~2020
$ 601,111
(382,222)
$
218,889
$
-
Currency Annual interest
rate
TWD 0.95~1.56%

(Continued)

25

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

Unsecured bank loans

Secured bank loans

Less: current portion
Total
Unused credit lines
March 31, 2016
Annual interest
rate
Maturity year
Amount
0.95%~2.31%
2016~2020
$ 1,069,194
2.66%
2018
36,734
1.66%~2.71%
2018~2026
225,457
3.24%~3.3%
2018~2030
51,576
(808,675)
$
574,286
$
94,749
Currency Annual interest
rate
TWD
USD
TWD
USD
0.95%~2.31%
2.66%
1.66%~2.71%
3.24%~3.3%
  • (i) Pursuant to the loan agreements with The Export-Import Bank of the ROC and CTBC Bank, the Company has to maintain the following financial ratios calculated based on the Company’s semi-annual audited (reviewed) consolidated financial statements. As of March 31, 2017, the Company had not violated the financial covenants. The financial covenants include (1) a current ratio of not less than 100%; (2) a financial debt ratio of not greater than 75%; (3) an interest coverage ratio of not less than 400%; and (4) shareholders’ equity of not less than $4,000,000. If the Company violates the financial covenants, the banks have the right to charge a default penalty or to require the Company to improve its financial ratios.

  • (ii) Please refer to note 9 for the details of the outstanding guarantee notes.

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

  • (l) Operating lease

  • (i) Lessee

Non-cancellable operating lease rentals are payable as follows:

Less than one year
Between one and five years
More than five years
March 31,
2017
$ 219,463
317,263
212,913
$
749,639
December 31,
2016
March 31,
2016
234,469
230,673
327,873
426,460
12,989
1,019
575,331
658,152

The Group leases a number of offices and warehouses and pieces of equipment under operating leases. The lease terms are between 1 and 20 years.

(Continued)

26

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

(ii) Lessor

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

Less than one year March 31,
2017
$
707
December 31,
2016
March 31,
2016
1,060
707
  • (m) Employee benefits from continuing operations

  • (i) Defined benefit plans

There was no material volatility of the market, no material reimbursement and settlement or other material one-time events since prior fiscal year. As a result, the pension cost in the accompanying interim consolidated financial statements was measured and disclosed according to the actuarial report as of December 31, 2016 and 2015.

(ii) 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.

  • (iii) The Group recognized its pension costs from continuing operations and recorded them as operating expenses and operating cost in the statement of comprehensive income.
Defined benefit plans
Defined contribution plans
Total
For the three months
ended March 31
2017
2016
$ 501
619
83,706
92,687
$
84,207
93,306
  • (n) Income taxes from continuing operations

  • (i) 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.

  • (ii) The details of the Group’s income tax expenses from continuing operations were as follows:

Income tax expense
For the three months
ended March 31
2017
2016
$
137,735
201,014

(Continued)

27

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

(iii) There were no income tax recognized in equity or other comprehensive income.

  • (iv) The Company’s income tax returns have been examined by the tax authority through the years up to 2013. However, the Company disagreed with the examination of the income tax return for 2008 and requested an administrative remedy. The tax effect of the administrative remedy has been recognized by the Company.

  • (v) Information related to the unappropriated earnings and tax deduction ratio is summarized below:

March 31, December 31, March 31,
2017 2016 2016
Unappropriated earnings of 1998 and after
$
5,197,855 4,779,419 4,352,649
Balance of imputation credit account $ 508,028 508,028 420,838
2016 (estimated) 2015 (actual)
Creditable ratio for earnings distribution to ROC
residents 19.06
%
13.69
%

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

(o) Capital and other equity

Except for the following disclosure, there was no significant change for capital and other equity for the three months ended March 31, 2017 and 2016. For the related information, please refer to note 6(q) of the consolidated financial statements for the year ended December 31, 2016.

  • (i) Ordinary shares

As of March 31, 2017 and December 31 and March 31, 2016, the nominal ordinary shares amounted to $5,000,000. Par value of each share is $10 (dollars), which means in total there were 500,000 thousand authorized common shares, of which 444,754, 442,134 and 441,794 thousand shares, respectively, were issued. All issued shares were paid up upon issuance.

Reconciliation of shares outstanding was as follows:

Balance on January 1
Exercise of employee stock options
Issuance of restricted stock
Retirement of restricted stock
Balance on March 31
Ordinary shares
(in thousands of shares)
For the three months
ended March 31
2017
2016
442,134
441,188
170
706
2,450
-
-
(100)
444,754
441,794

(Continued)

28

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

(ii) Capital surplus

The balances of capital surplus were as follows:

Additional paid-in capital
Employee stock options
Restricted employee stock options
March 31,
2017
$ 522,237
228,500
131,679
$
882,416
December 31,
2016
March 31,
2016
508,583
472,651
229,175
232,345
53,708
82,089
791,466
787,085

(iii) Retained earnings

According to the articles of the Company, when allocating the earnings for each year, the Company shall first offset its losses in previous year and set aside a legal capital reserve at 10% of the earing left over, until the accumulated legal capital reserve has equaled the total capital of the Company; then set aside a special capital reserve in accordance with relevant laws, the balance of the earnings shall combined into an aggregate amount of undistributed earnings, which shall become the aggregate distributable earnings to be distributed by the directors’ distribution proposals according to the resolution adopted at the shareholders’ meeting.

The Company is at the growth stage and considers its future cash demand, long-term financial plans, benefits to shareholders, and balanced dividends. Earnings distribution is made by stock dividend and cash dividend. The cash dividend shall not be less than 10 percent of the total dividends and could be adjusted depending on the Company’s operating condition.

1) Legal reserve

In accordance with the Company Act, 10 percent of the net income after tax should be set aside as legal reserve, until it is equal to share capital. If the Company experiences profit for the year, the distribution of the statutory earnings reserve, either by new shares or by cash, shall be decided at the shareholders’ meeting, and the distribution amount is limited to the portion of legal reserve which exceeds 25 percent of the paid-in capital.

2) Special reserve

By choosing to apply exemptions granted under IFRS 1 “ First-time Adoption of International Financial Reporting Standards” during the Company’s first-time adoption of the International Financial Reporting Standards endorsed by the FSC, retained earnings increased by $97,300 by recognizing the cumulative translation adjustments (gains) on the adoption date as deemed cost. In accordance with Ruling No. 1010012865 issued by the FSC on April 6, 2012, the increase in retained earnings due to the first-time adoption of IFRSs shall be reclassified as special reserve, and when the relevant asset is used, disposed of, or reclassified, this special reserve, shall be reversed as distributable earnings proportionately. The carrying amount of special reserve amounted to $97,300 on March 31, 2017.

(Continued)

29

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

In accordance with the guidelines of the above Ruling, a portion of current-period earnings and undistributed prior-period earnings shall be reclassified as special earnings reserve during earnings distribution. The amount to be reclassified should be equal to the difference between the total net current-period reduction of special earnings reserve resulting from the first-time adoption of IFRSs and the carrying amount of other shareholders’ 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 shareholders’ equity pertaining to prior periods due to the first-time adoption of IFRSs. Amounts of subsequent reversals pertaining to the net reduction of other shareholders’ equity shall qualify for additional distributions.

3) Earnings distribution

On March 7, 2017, the board of directors’ meeting resolved to appropriate the 2016 earnings. On June 20, 2016, the shareholders’ meeting resolved to distribute the 2015 earnings. The distributions were NT$2.5 and 2.1 (dollars) per share, which amounted to $1,111,886 and $927,933, respectively.

(p) Share-based payment

Except for the following disclosure, there were no significant changes for share-based payment for the three months ended March 31, 2017 and 2016. Please refer to note 6(r) of the consolidated financial statements for the year ended December 31, 2016 for further information.

After the shareholders’ meeting on June 20, 2016, the Company decided to issue 3,000 thousand shares of restricted stock to those full-time employees who meet the Company’s requirements. The restricted stock has been registered with and approved by the Securities and Futures Bureau of the FSC. The board of directors’ meeting resolved to issue 2,450 thousand shares on January 23, 2016.

  • (i) Employee stock options and share-based payment

  • 1) As of March 31, 2017, outstanding employee stock options of the Company for equitysettled share-based payment were as follows:

Modification and grant
date
Exercise price
Granted units (thousand)
Service period (from the
grant date of the original
stock options)
Vesting period (from the
grant date of the original
stock options)
Plan 1 (note)
December 30, 2008/
November 12, 2009
11.42
30,828
5 years
(May 23, 2005~
November 11, 2014)
2 ~ 3 years
Plan 2 (note)
December 30, 2008/
November 12, 2009
11.42
7,224
6~8 years
(January 2,
2008~November11,
2017)
3 ~ 5 years
Plan 3 (note)
Issued in
November 2011
Issued in
October 2012
November 24, 2011
October 22, 2012
16.20
25.20
1,500
3,500
5 years
(November 24,
2011~November 23,
2016)
5 years
(October 22, 2012~
October 21, 2017)
2 ~ 3 years
2 ~ 3 years

(Continued)

30

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

Note: Stock options under Plan 1 included those granted by Primax in May 2005, June and December 2006, and February and March 2007; those granted by Primax Holdings in January, May and November 2008; and those granted by the Company in November 2009.

Stock options under Plan 2 included those granted by Primax Holdings in January and May 2008, and those granted by the Company in November 2009.

Stock options under Plan 3 included those granted by the Company in November 2011 and October 2012.

The Company applied the Black-Scholes Option pricing model to measure the fair value of employee stock options.

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

Outstanding at January 1
Granted during the year
Exercised during the year
Expired during the year
Outstanding at March 31
Exercisable at March 31
For the three months ended March 31
2017
2016
Weighted-
average
exercise
price
Stock
options
(in
thousands)
Weighted-
average
exercise
price
Stock
options
(in
thousands)
22.16
957
24.66
1,728
-
-
-
-
25.20
(75)
26.50
(139)
-
-
-
-
21.90
882
24.50
1,589
21.90
882
24.50
1,589
2017
Weighted-
average
exercise
price
Stock
options
(in
thousands)
22.16
957
-
-
25.20
(75)
-
-
21.90
882
21.90
882
Weighted-
average
exercise
price
22.16
-
25.20
-
21.90
21.90

As of March 31, 2017, and December 31 and March 31, 2016, the information on the employee stock option plans outstanding was as follows:

Employee stock option plan 1
Employee stock option plan 2
Employee stock option plan 3
-Issued in November 2011
Employee stock option plan 3
-Issued in October 2012
Outstanding at end of year
March 31,
2017
December 31,
2016
March 31,
2016
-
-
211
211
-
-
746
1,378
957
1,589
-
211
-
671
882

(Continued)

31

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

  • 2) As of March 31, 2017, the outstanding employee stock options of TWEL for equitysettled share-based payment were as follows:
Grant date
Exercise price
Granted units (thousand)
Service period
Vesting period
November 2014
July 2015
November 18, 2014
July 1, 2015
$15.74
$18.82
700
2,750
5 years
5 years
3 ~4 years
3 ~5 years

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

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

Outstanding at January 1
Granted during the year
Forfeited during the year
Exercised during the year
Expired during the year
Outstanding at March 31
Exercisable at March 31
For the three months ended March 31
2017
2016
Weighted-
average
exercise price
Stock options
(in thousands)
Weighted-
average
exercise price
Stock options
(in thousands)
18.27
3,308
18.20
3,450
-
-
-
-
-
-
-
-
-
-
-
-
-
-
18.82
(215)
18.27
3,308
18.15
3,235
-
-
-
-
2017
Weighted-
average
exercise price
Stock options
(in thousands)
18.27
3,308
-
-
-
-
-
-
-
-
18.27
3,308
-
-
Weighted-
average
exercise price
18.27
-
-
-
-
18.27
-
  • (ii) Restricted stock

  • 1) As of March 31, 2017, the outstanding restricted stock of the Company was as follows:

Grant date
Fair value on grant date
(per share)
Exercise price
Granted units (thousand
shares)
Vesting period
Plan 1 (note 1)
October 1,
2013
November 20,
2013
February 10,
2014
July 17,
2014
22.80
25.15
27.30
52.00
Free grants
Free grants
Free grants
Free grants
1,450
186
135
220
1~3 years
(notes 2 and 3)
1~2 years
(notes 3 and 4)
1~2 years
(notes 3 and 4)
1~2 years
(note 3)
Plan 2 (note 1)
Plan 3 (note 1)
February 24,
2015
August 18,
2015
February 13,
2017
43.70
38.40
45.80
Free grants
Free grants
Free grants
1,225
1,775
2,450
1~3years
(note 2 and 3)
1~3 years
(note 2)
1~3 years
(note 2)

(Continued)

32

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

  • Note 1: Plan 1 –After the shareholders’ 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 shareholders’ meeting on June 24, 2014, the Company decided to issue shares of restricted stock to those full-time employees who meet the Company’s requirements. The restricted stock has been registered with and approved by the Securities and Futures Bureau of the FSC. The board of directors’ meeting resolved to issue 1,225 thousand shares and 1,775 thousand shares on January 28 and August 13, 2015, respectively.

  • Plan 3 –After the shareholders’ meeting on June 20, 2016, the Company decided to issue shares of restricted stock to those full-time employees who meet the Company’s requirements. The restricted stock has been registered with and approved by the Securities and Futures Bureau of the FSC. The board of directors’ meeting resolved to issue 2,450 thousand shares on January 23 2017.

  • 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:

(Thousand shares)
Outstanding at January 1
Granted during the year
Forfeited during the year
Vesting during the year
Expired during the year
Outstanding at March 31
For the three months
ended March 31
2017
2016
1,771
3,270
2,450
-
-
-
(289)
(389)
-
-
3,932
2,881

(Continued)

33

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

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

Expenses attributable to employee stock options
$ Restricted stock
Total
$
March 31,
2017
Salary payable:
Current
$
1,938
Expenses attributable to employee stock options
$ Restricted stock
Total
$
March 31,
2017
Salary payable:
Current
$
1,938
For the three months
ended March 31
2017
2016
937
864
12,182
16,782
13,119
17,646
December 31,
2016
March 31,
2016
1,938
1,938
$
1,938

(q) Earnings per share

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

(i) Basic earnings per share

Profit attributable to owners of parent
Continuing operations
Discontinued operations
Total
Weighted-average number of ordinary shares
(thousand shares)
Basic earnings per share (NT dollars)
Continuing operations
Discontinued operations
Total
For the three months
ended March 31
2017
2016
$ 418,436
387,045
-
13,670
$
418,436
400,715
440,499
438,198
$ 0.95
0.88
-
0.03
$
0.95
0.91

(Continued)

34

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

(ii) Diluted earnings per share

Profit attributable to owners of parent
Continuing operations
Discontinued operations
Total
Weighted-average number of ordinary shares (diluted)
(thousand shares)
Diluted earnings per share
Continuing operations
Discontinued operations
Total
Weighted-average number of ordinary shares at
March 31 (basic)
Effect of employee stock options
Effect of employee stock bonuses
Effect of restricted stock
Weighted-average number of ordinary shares at
March 31 (diluted)
For the three months
ended March 31
For the three months
ended March 31
2017
2016
$ 418,436
387,045
-
13,670
$
418,436
400,715
444,049
442,753
$ 0.94
0.88
-
0.03
$
0.94
0.91
For the three months
ended March 31
2017
2016
440,499
438,198
508
836
1,869
2,483
1,173
1,236
444,049
442,753

(r) Operating revenue

The operating revenue was as follows:

Goods sold
Services rendered
Continuing operations
Discontinued operations
Total
For the three months
ended March 31
2017
2016
$ 12,589,535
12,930,370
291,649
474,745
12,881,184
13,405,115
-
607,448
$
12,881,184
14,012,563

Please refer to note 12(b) for profit and loss, and cash flows from discontinued operations.

(Continued)

35

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

(s) Employee and directors’ and supervisors’ remuneration

In accordance with the Articles of incorporation, the Company should contribute 2 to 10 percent of the profit as employee remuneration and less than 2 percent as directors’ remuneration when there is profit for the year. However, if the Company has accumulated deficits, the profit should be reserved to offset the deficit. The recipients of shares and cash may include the employees of the Company’s affiliated companies who meet certain conditions.

Details of remuneration to employees and directors were as follows:

Employee remuneration
Directors’ remuneration
For the three months
ended March 31
2017
2016
$ 17,215
18,889
8,611
7,556
$
25,826
26,445

The estimated amounts mentioned above are calculated based on the net profit before tax, excluding the remuneration to employees, directors and supervisors of each period, multiplied by the percentage of remuneration to employees, directors and supervisors as specified in the Company’s articles. These remunerations were expensed under operating costs or operating expenses during each period. The differences between the amounts 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 2016 were as follows:

Employee remuneration
Stock
Cash
Directors’ remuneration
Employee remuneration
Stock
Cash
Directors’ remuneration
2016
Actual
earnings
Distributed
Accrued in
the financial
statement
Difference
$ -
-
-
74,000
74,000
-
36,800
36,803
3
2015
Actual
earnings
Distributed
Accrued in
the financial
statement
Difference
$ -
-
-
78,500
78,269
(231)
32,000
31,907
(93)
(Continued)

36

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

The differences were accounted for as changes in accounting estimates and recognized as profit or loss in the year 2017 and 2016. Information about the remuneration to employee and directors approved in the board of directors’ meetings can be accessed in the Market Observation Post System website.

(t) Other income

The other income from continuing operations was as follows:

Interest revenue of cash in banks
Rent revenue
Other
For the three months
ended March 31
2017
2016
$ 48,459
38,977
1,750
-
516
476
$
50,725
39,453

(u) Other gains and losses

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

For the three months For the three months
ended March 31
2017 2016
Net gains on disposal of financial assets measured at fair value
through profit or loss $ 4,888 286
Net losses on disposal of property, plant and equipment (1,315) (1,459)
Net gains on financial assets/liabilities measured at fair value
through profit or loss 20,148 44,540
Foreign currency exchange gains (losses), net (25,800) 114,384
Other 18,986 11,859
$ 16,907 169,610

(v) Financial instruments

Except for the following paragraph, there was no significant change in the fair value of the Group’s financial instruments and degree of exposure to credit risk, liquidity risk and market risk arising from financial instruments. Please refer to note 6(y) of the consolidated financial statements for the year ended December 31, 2016 for further information.

(Continued)

37

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

(i) Credit risk

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

Past due 0-30 days
Past due 31-90 days
Past due 91-180 days
Past due 181-360 days
Past due over a year
March 31,
2017
$ 702,674
14,771
196,806
989
-
$
915,240
December 31,
2016
March 31,
2016
763,565
595,183
213,509
251,229
17,593
15,159
13,247
18,620
-
-
1,007,914
880,191

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 movements in the allowance for the three months ended March 31, 2017 and 2016 were as follows:

Balance on January 1, 2017
Reversal gains recognized
Amounts written off
Exchange differences on translation of
foreign currency
Balance on March 31, 2017
Balance on January 1, 2016
Impairment loss recognized
Amounts written off
Exchange differences on translation of foreign
currency
Balance on March 31, 2016
Individually
assessed
impairment
$ -
-
-
-
$
-
Individually
assessed
impairment
$ -
-
-
-
$
-
Collectively
assessed
impairment
Total
99,936
99,936
(4,823)
(4,823)
-
-
(5,909)
(5,909)
89,204
89,204
Collectively
assessed
impairment
Total
29,247
29,247
9,663
9,663
(865)
(865)
(620)
(620)
37,425
37,425
(Continued)

38

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

(ii) Liquidity risk

The following table shows the contractual maturities of financial liabilities:

March 31, 2017
Non-derivative financial
liabilities:
Notes and accounts payable
Other payables
Long-term borrowings
Guarantee deposits
Derivative financial liabilities:
Outflow
Inflow
December 31,2016
Non-derivative financial
liabilities:
Notes and accounts payable
Other payables
Long-term borrowings
Guarantee deposits
Derivative financial liabilities:
Outflow
Inflow
March 31, 2016
Non-derivative financial
liabilities:
Short-term borrowings
Notes and accounts payable
Other payables
Long-term borrowings
Guarantee deposits
Derivative financial
liabilities:
Outflow
Inflow
Carrying
amount
$ 11,267,072
2,341,027
326,667
166,036
98,297
-
-
$
14,199,099
$ 16,892,918
2,713,494
601,111
143,237
150,430
-
-
$
20,501,190
$ 2,875,356
11,340,015
2,053,454
1,382,961
129,449
264,151
-
-
$
18,045,386
Contractual
cash flows
11,267,072
2,341,027
332,371
166,036
-
2,545,108
(2,444,943)
14,206,671
16,892,918
2,713,494
609,653
143,237
-
2,766,941
(2,615,359)
20,510,884
2,875,356
11,340,015
2,053,454
1,430,227
129,449
-
7,562,011
(7,298,960)
18,091,552
Within 6
months
11,267,072
2,341,027
110,089
-
-
2,545,108
(2,444,943)
13,818,353
16,892,918
2,713,494
277,546
-
-
2,766,941
(2,615,359)
20,035,540
2,875,356
11,340,015
2,053,454
333,440
-
-
7,562,011
(7,298,960)
16,865,316
6~12
months
-
-
109,024
-
-
-
-
109,024
-
-
110,096
-
-
-
-
110,096
-
-
-
493,153
-
-
-
-
493,153
1~2 years
-
-
57,051
-
-
-
-
57,051
-
-
137,431
-
-
-
-
137,431
-
-
-
309,247
-
-
-
-
309,247
2~5 years
Over 5
years
-
-
-
-
56,207
-
-
166,036
-
-
-
-
-
-
56,207
166,036
-
-
-
-
84,580
-
-
143,237
-
-
-
-
-
-
84,580
143,237
-
-
-
-
-
-
201,581
92,806
-
129,449
-
-
-
-
-
-
201,581
222,255

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

(Continued)

39

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

(iii) Currency risk

1) Exposure to foreign currency risk

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

F inancial assets
Monetary items
USD:CNY
USD:HKD
USD:TWD
inancial liabilities
Monetary items
USD:CNY
USD:HKD
USD:TWD
M arch 31, 201 7
TWD
8,673,062
2,872,334
9,545,040
8,504,728
2,451,240
8,081,541
De cember 31, 201 6
TWD
12,447,718
3,272,316
13,822,384
11,837,839
3,052,044
12,200,623
M arch 31, 2016
Foreign
currency
$ 285,900
94,684
314,644
280,351
80,803
266,401
Exchange
rate
6.8993
7.7721
30.3360
6.8993
7.7721
30.3360
Foreign
currency
385,629
101,376
428,216
366,735
94,552
377,974
Exchange
rat
6.937
7.755
32.279
6.937
7.755
32.279
Foreign
currency
261,227
148,148
311,579
268,684
144,572
246,614
Exchange
rat
TWD
6.4612
8,432,930
7.7542
4,782,502
32.282 10,058,408
6.4612
8,673,671
7.7542
4,667,063
32.282
7,961,205




F



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 March 31, 2017 and 2016, would have increased or decreased the net profit before tax by $102,646 and $98,595, 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 March 31, 2017 and 2016, the foreign exchange gains (losses), including both realized and unrealized, amounted to $(25,800) and $114,384, respectively.

2)

Interest rate analysis

Please refer to the notes on liquidity risk management and interest rate exposure of the Group’s financial assets and liabilities.

The following sensitivity analysis is based on the exposure to the interest rate risk of non-derivative financial instruments on the reporting date. Regarding assets with variable interest rates, the analysis is based on the assumption that the amount of assets outstanding at the reporting date was outstanding throughout the year. The rate of change is expressed as the interest rate increases or decreases by 0.25% when reporting to management internally, which also represents the Group management’s assessment of the reasonably possible interest rate change.

(Continued)

40

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

If the interest rate had increased or decreased by 0.25%, the net profit before tax would have increased or decreased by $1,601 and decreased or increased by $360 for the three months ended March 31, 2017 and 2016, respectively, mainly as a result of bank savings and borrowings with variable interest rates.

3)

  • Other price risk:

For the three months ended March 31, 2017 and 2016, the sensitivity analyses for the changes in the securities price at the reporting date were performed using the same basis for the other comprehensive income before tax as illustrated below:

Prices of securities at the reporting date For the three months ended March 31
2017
2016
Other
comprehensive
income before tax
Other
comprehensive
income before tax
$ 49,640
60,660
$ (49,640)
(60,660)
Increasing 10%
Decreasing 10%
  • (iv) Fair value

  • 1) Kinds of financial instruments and fair value

The carrying amount and fair value of the Group’ s financial assets and liabilities, including the information on fair value hierarchy were as follows; however, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, and for equity investments that has no quoted prices in the active markets and whose fair value cannot be reliably measured, disclosure of fair value information is not required :

Financial assets at fair value
through profit or loss – current
Available-for-sale financial assets –
non-current
Loans and receivables
Cash and cash equivalents
Notes and accounts receivable
(including related parties)
Other receivables
Refundable deposits
Total
March 31, 2017 March 31, 2017 March 31, 2017
Carrying
amounts
$
118,443
$
910,470
$ 4,883,779
10,190,512
260,988
42,829
$
15,378,108
Fair Value
Level 1
-
496,404
Level 2
-
-
Level 3
Total
118,443
118,443
414,066
910,470

(Continued)

41

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

March 31, 2017

Financial liabilities at fair value
through profit or loss – current
Financial liabilities carried at
amortized cost
Borrowings
Notes and accounts payable
Other payables
Salary payable
Guarantee deposits
Total
Carrying
amounts
$
98,297
$ 326,667
11,267,072
3,578,300
468,624
166,036
$
15,806,699
Fair Value Fair Value
Level 1
-
Level 2
-
Level 3
Total
98,297
98,297
Financial assets at fair value
through profit or loss – current
Available-for-sale financial assets –
non-current
Loans and receivables
Cash and cash equivalents
Notes and accounts receivable
(including related parties)
Other receivables
Refundable deposits
Total
Financial liabilities at fair value
through profit or loss – current
Financial liabilities carried at
amortized cost:
Borrowings
Notes and accounts payable
Other payables
Salary payable
Guarantee deposits
Total
December 31, 2016 December 31, 2016 December 31, 2016
Carrying
amounts
$
141,317
$
887,801
$ 6,359,916
13,706,714
495,392
44,429
$
20,606,451
$
150,430
$ 601,111
16,892,918
1,146,183
3,878,606
143,237
$
22,662,055
Fair Value
Level 1
-
586,404
-
Level 2
-
-
-
Level 3
Total
141,317
141,317
301,397
887,801
150,430
150,430

(Continued)

42

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

Financial assets at fair value
through profit or loss – current
Available-for-sale financial assets –
non-current
Loans and receivables
Cash and cash equivalents
Notes and accounts receivable
(including related parties)
Other receivables
Refundable deposits
Total
Financial liabilities at fair value
through profit or
loss – current
Financial liabilities carried at
amortized cost
Borrowings
Notes and accounts payable
Other payables
Salary payable
Guarantee deposits
Total
March 31, 2016 March 31, 2016 March 31, 2016
Carrying
amounts
$
309,692
$
636,038
$ 5,666,157
11,150,117
268,298
53,131
$
17,137,703
$
264,151
$ 4,258,317
11,340,015
514,424
3,234,476
129,449
$
19,476,681
Fair Value
Level 1
1,000
606,600
-
Level 2
-
-
-
Level 3
Total
308,692
309,692
29,438
636,038
264,151
264,151

2) Valuation techniques for financial instruments measured at fair value

If a financial instrument has a quoted price in an active market, the quoted price is used as fair value. The quoted price of a financial instrument obtained from major exchanges and over-the counter markets are the basis used to determine the fair value of a listed company’s stock and the quoted prices in an active market.

A financial instrument is regarded as being quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency and those prices represent actual and regularly occurring market transactions on an arm’s-length basis. If these conditions can not be reached, then the market is non-active. In general, a market with low trading volume or high bid-ask spreads is an indication of a non-active market.

(Continued)

43

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

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. If the price of capital increase by cash is reliable, the fair value will be estimated on the issuance price of ordinary shares, while others will be based on market approach of comparable business. For stocks in the emerging market, the estimated fair value is adjusted for the lack of liquidity. When prices listed in the emerging market are unavailable, the fair value is estimated on the basis of unadjusted prior trade prices.

  • 3) There is no transferring of fair value hierarchy for the three months ended March 31, 2017 and 2016.

  • 4) Changes in Level 3

For the three months ended March 31

Fair value
through profit
or loss
Balance on January 1
$ (9,113)
Recognized in profit or loss
20,146
Recognized in other
comprehensive income
-
Acquisition / disposal
9,113
Balance on March 31
$
20,146
2017 Total
292,284
20,146
91,624
30,158
434,212
2016
Available
for sale
Total
32,830
60,473
-
44,521
(3,392)
(3,392)
-
(27,643)
29,438
73,959
Fair value
through profit
or loss
Available
for sale
301,397
-
91,624
21,045
414,066
Fair value
through profit
or loss
27,643
44,521
-
(27,643)
44,521
  • 5) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement

The Group’s financial instruments that use Level 3 inputs to measure fair value include “financial assets and liabilities at fair value through profit or loss”, “derivative financial instruments” and “available-for-sale financial assets – equity investments”. Quantified information of significant unobservable inputs was as follows:

(Continued)

44

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

Item
Available-for-sale
financial assets –
equity securities not
listed on emerging
stock market
Financial assets and
liabilities at fair value
through profit or loss
Valuation
technique
(note 1)
(note 2)
Significant
unobservable inputs
Inter-relationships
between significant
unobservable inputs and
fair value measurement
(note 1)
(note 1)
(note 2)
(note 2)
  • note 1: The fair value is based on unadjusted prior trade prices, therefore there is no need to show the sensitivity analysis of unobservable inputs.

  • note 2: The fair value is based on the quotation of a third party, therefore there is no need to show the sensitivity analysis of unobservable inputs.

(w) Financial risk management

The Group’s objectives and policies on financial risk management are consistent with note 6(z) of the consolidated financial statements for the year ended December 31. 2016.

(x) Capital management

Management believes that the objectives, policies and processes of capital management of the Group has been applied consistently with those described in the consolidated financial statements for the year ended December 31, 2016. Also, management believes that there were no significant changes in the Group’s capital management information as disclosed for the year ended December 31, 2016. Please refer to Note 6(aa) of the consolidated financial statements for the year ended December 31, 2016 for further details.

(7) Related-party transactions:

  • (a) Parent company and ultimate controlling company

The Company is the ultimate controlling party of the Group.

  • (b) Names and relationship of the related parties

The followings are entities that have had transactions with related party during the periods covered in the consolidated interim financial statements.

Name Relationship
Specialty Technologies, LLC (Specialty) Real related party
HUANG, YA- HSING The general manager of GT
LIU, TSU- YING The chairman of the board of GT
Key management personnel Key management personnel of the Group

(Continued)

45

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

(c) Other related-party transactions

  • (i) Sales

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

Other related parties:
Specially
Sales
For the three months ended March 31
2017
2016
$
53,211
42,605
Accounts receivable - relatedparty
March 31,
December 31,
March 31,
2017
2016
2016
69,223
102,841
50,781
For the three month
2017
$
53,211

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

  • (ii) Loans from related parties

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

Other related parties:
HUANG, YA-HSING &
LIU, TSU-YING
For the three ended
March 31, 2017
Highest
balance
Ending
balance
$
-
-
For the three ended
March 31, 2016
Highest
balance
$
-
Highest
balance
Ending
balance
64,008
64,008
  • (d) Key management personnel transactions

Key management personnel compensation from continuing operations:

Short-term employee benefits
Post-employment benefits
Termination benefits
Other long-term benefits
Share-based payments
For the three months
ended March 31
2017
2016
$ 49,061
38,670
-
286
-
-
-
-
11,034
4,546
$
60,095
43,502

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

(Continued)

46

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

(8) Pledged assets:

The carrying amounts of pledged assets were as follows:

Pledged assets
Other current assets –
restricted assets
Other non-current assets –
restricted assets
Property, plant and equipment
Long-term prepaid rent
Pledged to secure March 31,
2017
$
-
$
1,099
$
-
$
-
December 31,
2016
March 31,
2016
-
6,116
1,163
6,477
-
651,699
-
90,866
Guarantee letters issued by bank
Loan collateral and guarantee
letters issued by bank
Loan collateral
Loan collateral

(9) Significant commitments and contingencies:

  • (a) The Group’s guarantee of purchasing materials and borrowings, please refer to note 13.

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

Guarantee letters
$
March 31,
2017


182,267
December 31,
2016
March 31,
2016
198,121
64,392
  • (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:
Sales of accounts receivable

Long-term borrowings

Purchase of material
March 31,
2017
$
2,683,368
$
880,000
$
-
December 31,
2016
March 31,
2016
2,805,777
2,823,730
2,160,000
2,595,488
-
21,988
  • (d) The aggregate unpaid amounts of contracts pertaining to the purchase of equipment were as follows:
March 31,
2017
Property, plant and equipment
$
33,164
December 31,
2016
March 31,
2016
42,286
62,445

(Continued)

47

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

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

March 31, December 31, March 31,
2017 2016 2016
$ - - 68,018
  • (f) The Group entered into lease agreements for its offices and warehouses. Please refer to note (6)(l) for future rent payables.

(10) Losses due to major disasters:None

(11) Subsequent events:None

(12) Other:

  • (a) Employee benefit, depreciation, and amortization expenses are summarized by function from continuing operations are below:
By function
By item
For the three months ended
March 31, 2017
For the three months ended
March 31, 2017
For the three months ended
March 31, 2017
For the three months ended
March 31, 2016
For the three months ended
March 31, 2016
For the three months ended
March 31, 2016
Operating
cost
Operating
expenses
Total Operating
cost
Operating
expenses
Total
Employee benefits
Salaries
Labor and health insurance
Pension
Others
Depreciation
Amortization
680,444
23,888
55,926
14,411
296,711
4,499
557,786
35,033
28,281
35,811
26,053
43,150
1,238,230
58,921
84,207
50,222
322,764
47,649
801,511
28,908
68,243
13,985
316,171
5,286
517,956
32,421
25,063
31,756
30,566
46,459
1,319,467
61,329
93,306
45,741
346,737
51,745
  • (b) Discontinued operations

The Group sold parts of the shares of Global TEK on October 3, 2016. Since the segment of Global TEK and its subsidiaries was not a discontinued operation or classified as held for sale on March 31, 2016, the comparative statement of comprehensive income has been restated to show the discontinued operation separately from continuing operations.

(Continued)

48

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

Profit and loss, and cash flows from discontinued operations are summarized as follows:

Operating revenue
Operating cost
Gross profit
Operating expenses
Net operating income
Non-operating income and expenses
Profit before income taxes
Income tax expense
Profit from discontinued operations
Profit attributable to:
Owners of Parent
Non-controlling interests
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 equivalents
Forthe three
months ended
March 31, 2016
$ 607,448
(448,421)
159,027
(93,992)
65,035
(1,341)
63,694
(18,125)
$
45,569
$ 13,670
31,899
$
45,569
$ 12,317
(8,563)
(29,079)
(9,665)
$
(34,990)

(c) The Board of the Company’ s subsidiary TWEL resolved to acquire 100% shares of Bang & Olufsen s.r.o. with the approximate amount of €18,000 on March 13, 2017. Through the acquisition, TWEL will extend its business scale in acoustic products throughout Europe, strengthen cooperation with its clients, and further expand the depth of its design, techniques, and manufacturing process.

(Continued)

49

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

(13) Other disclosures:

  • (a) Information on significant transactions:

The following is the information on significant transactions required by the Regulations for the Group:

(i) Loans to other parties:

No. Name of
lender
Name of
borrowe

r
Account
name
Highest
balance
of financing
to other
parties
during the
period
Ending
balance
Actual
usage
amount
during the
period
Range of
interest
rates during
the period

Purposes of
fund
financing
for the
borrower
Transaction
amount for
business
between two
parties
Reasons
for
short-term
financing
Allowance
for bad
debt
Coll ateral Individual
funding
loan limits
Maximum
limit of
fund
financing
Item Value
1
2
PKSI
Tymphany
Dongguan
The
Company
TYDC
Other
accounts
receivable
Other
accounts
receivable
781,263
38,341
734,235
37,814
734,235
37,814
-
2%
Necessary to
loan to other
parties
-
-
Operating
capital
-
-
-
-
855,712
25,850
855,712
25,850
  • Note 1: After approval by the Board of directors, PKS1 and Tymphany Dongguan can lend the individual and total amount shall not exceed its net worth in the latest financial statements to parent company and subsidiaries whose voting shares are 100% owned, directly or indirectly.

Note 2: Related transactions have been eliminated during preparing the consolidated interim financial statement.

  • (ii) Guarantees and endorsements for other parties:
No. Name of
guarantor
Counter-party of
guarantee and
endorsement
Counter-party of
guarantee and
endorsement
Limitation on

amount of
guarantees
and
endorsements
for a specific
enterprise
Highest
balance for
guarantees
and
endorsements
during
the period
Balance of
guarantees
and
endorsements
as of
reporting
date
Actual
usage
amount
during the
period
Property
pledged for
guarantees
and
endorsements
(Amount)
Ratio of
accumulated
amounts of
guarantees
and
endorsemen
ts to net
worth of the
latest
financial
statements
Maximum
amount for
guarantees
and
endorsements
Parent
company
endorsements/
guarantees to
third parties
on behalf of
subsidiary
Subsidiary
endorsements/
guarantees
to third parties
on behalf of
parent
company
Endorsements/
guarantees to
third parties
on behalf of
companies in
Mainland
China
Name
Relationship
with the
Company
0
1
The
Company
PCH2
PCH2
T
s
P
P
PCQ1
T
p
c
PKS1
he
ubsidiary of
HK1 and
TH2
he same
arent
ompany
3,304,968
1,261,399
1,261,399
338,930
193,674
166,848
318,528
133,478
166,848
1,573
16,304
53,555
-
-
-
%
2.89
%
3.17
%
3.97
8,813,249
3,363,730
3,363,730
Y
-
-
-
-
-
Y
Y
Y

Note 1: The amount of the guarantee to a company shall not exceed 30% of the Company’s net worth in the latest financial statements. The total amount of the guarantee to total company shall not exceed 80% of the Company’s net worth in the latest financial statements.

  • Note 2: The amount of the guarantee to a company shall not exceed 30% of the PCH2’s net worth in the latest financial statements. The total amount of the guarantee to total company shall not exceed 80% of the PCH2’s net worth in the latest financial statements.

Note 3: The above counter-parties of guarantee and endorsement are subsidiaries included in the consolidated interim financial statements.

(Continued)

50

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

(iii) Information regarding securities held at the reporting date (subsidiaries, associates and joint ventures not included):

Name of
holder
Category and
name of
security
Relationship
with company
Account
title
Ending balance Ending balance Ending balance Note
Shares/Units
(thousands)
Carrying
value
Percentage
of ownership (%)
Fair value
The Company
Primax Tech.
Shares:
Green Rich
Technology Co., Ltd.
WK Technology Fund
IV LTD.
Changing Information
Technology Inc.
Formosoft
International Inc.
Syntronix Corp.
Ricavision
International Inc.
Nien Made Enterprise
Co., Ltd.
Global TEK
Grove Ventures, L.P.
Shares:
Echo. Bahn.
WK Global Investment
III Ltd.
-
-
-
-
-
-
-
-
-
-
-
Available-for-sale
financial asset-non-
current








Available-for-sale
financial asset-non-
current
359
512
179
53
6
917
1,764
5,510
-
400
630
4,000
3,820
2,802
646
749
-
496,404
370,500
20,932
899,853
-
10,617
10,617
3.59
0.38
1.66
0.76
0.02
2.04
0.60
10.00
5.74
11.90
1.32
4,000
3,820
2,802
646
749
-
496,404
370,500
20,932
-
10,617

(iv) Information regarding purchase or sale of securities for the period exceeding 300 million or 20% of the Company’s paid-in capital:

Name of
company
Category
and
name of
security
Account
name
Name of
counter-
party

Relationship
with the
company
Beginning Balance Beginning Balance Purchases Purchases S S ales Ending Balance Ending Balance
Shares
(thousands)
Amount Shares
(thousands)
Amount Shares
(thousands)
Price Cost Gain (loss)
on disposal
Shares
(thousands)
Amount
PCH2
PCH2
Financial
instruments
of floating
income and
capital
guaranteed
Money
market fund
of RMB
Held-for-
trading
financial
assets
Initial
offerings
None
-
-
-
-
-
-
1,450,402
3,326,502
-
-
1,455,108
3,312,008
1,450,402

3,307,738
4,706
(note 1)
(14,494)
(note 1)
-
-
-
-

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

  • (v) Information on acquisition of real estate with purchase amount exceeding 300 million or 20% of the Company’s paid-in capital: None

  • (vi) Information regarding receivables from disposal of real estate exceeding 300 million or 20% of the Company’s paid-in capital: None

(Continued)

51

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

(vii) Information regarding related-parties purchases and/or sales exceeding 100 million or 20% of the Company’s paid-in capital:

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





Primax HK
PCH2

PKS1
PCQ1
Polaris
TYM HK



Premium Hui
Zhou
Tymphany
Dongguan

TYDC
PCH2
PKS1
PCQ1
Polaris
TYM HK
Tymphany
Dongguan
PCH2
Primax HK
The Company
The Company
Primax HK
The Company
Premium Hui
Zhou
The Company
Tymphany
Dongguan
TYDC
TYM HK
The Company
TYM HK
TYM HK
The subsidiary of
Primax HK
The subsidiary of
Primax HK
The subsidiary of
Primax HK
The subsidiary of
Primax Tech
The subsidiary of
TWEL
The subsidiary of
TYM HK
Subsidiary
Parent
The parent of
Primax Cayman
The parent of
Primax Cayman
The parent of
Primax Cayman
The parent of
Primax Tech
Subsidiary
The parent of
Diamond
Subsidiary
Subsidiary
Parent
The parent of
Diamond
Parent
Parent
Purchase
Purchase
Purchase
(Sale)
(Sale)
(Sale)
Purchase
(Sale)
(Sale)
(Sales)
(Sale)
Purchase
Purchase
Purchase
Purchase
Purchase
(Sale)
Purchase
(Sale)
(Sale)
6,041,274
204,008
1,222,896
(784,847)
(118,507)
(192,245)
-
-
(6,041,274)
(204,008)
(1,222,896)
784,847
781,185
118,507
1,266,814
100,863
(781,185)
192,245
(1,266,814)
(100,863)
%
81
%
3
%
16
%
(9)
%
(1)
%
(2)
%
-
%
-
%
(80)
%
(100)
%
(91)
%
100
%
31
%
5
%
50
%
4
%
(94)
%
15
%
(94)
%
(100)
60 days


90 days
60 days

30 days

60 days


90 days
60 days






Price agreed by
both side


















The same as
general purchasing


The same as
general selling


The same as
general purchasing
The same as
general selling



The same as
general purchasing




The same as
general selling
The same as
general purchasing
The same as
general selling
(4,575,937)
(265,598)
(1,201,926)
170,096
133,014
184,177
(300,191)
300,191
4,575,937
265,598
1,201,926
(170,096)
(651,878)
(133,014)
(975,685)
(44,409)
651,878
(184,177)
975,685
44,409
(74)%
(4)%
(19)%
3%
2%
3%
(100)%
4%
68%
27%
89%
(100)%
(34)%
(7)%
(51)%
(2)%
98%
(10)%
91%
100%

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

Note 2: Related transactions have been eliminated during preparing the consolidated interim financial statement.

(Continued)

52

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

(viii) Information regarding receivables from related-parties exceeding 100 million or 20% of the Company’s paid-in capital:

Name of
company
Counter-party Nature of
relationship
Ending
balance
(note 2)
Turnover
rate
Overdue Amounts received
in subsequent
period (note 1)
Allowance
for bad debts
Amount Action taken
The
Company


PCH2

PKS1
PCQ1
Premium Hui
Zhou
Tymphany
Dongguan
Polaris
TYM HK
Tymphany
Dongguan
Primax HK
The Company
The Company
The Company
TYM HK
TYM HK
The Subsidiary of
Primax Tech
The subsidiary of
TWEL
The Subsidiary of TYM
HK
Parent
The Parent of Primax
Cayman
The Parent of Primax
Cayman
The Parent of Primax
Cayman
Parent
Parent
170,096
133,014
184,177
300,191
4,575,937
999,833
1,201,926
651,878
975,685
15.85
3.18
8.35
-
4.19
2.42
3.13
3.82
4.68
-
-
-
-
-
734,235
-
-
-
Reclassify to Long-term
payable, and enhance the
control of receivables
170,096
57,278
131,935
-
2,294,421
7,743
153,443
326,771
548,212
-
-
-
-
-
-
-
-
-

Note 1: The above information ended May 11, 2017. Note 2: Related transactions have been eliminated during preparing the consolidated interim financial statement.

  • (ix) Information regarding trading in derivative financial instruments: Please refer to note 6(b).

  • (x) Significant transactions and business relationship between the parent company and its subsidiaries:

No.
(Note 1)
Name of
company
Name of
counter-party
Nature of
relationship
(Note 2)
Intercompany transactions for the three months ended, 2017 Intercompany transactions for the three months ended, 2017 Intercompany transactions for the three months ended, 2017 Intercompany transactions for the three months ended, 2017
Account name Amount Trading terms Percentage of the
consolidated net
revenue or total assets
0








The Company








PCH2

PKS1

PCQ1

Polaris

TYM HK
The subsidiary of
Primax HK

The subsidiary of
Primax HK



The subsidiary of
Primax Tech

The subsidiary of
TWEL
Purchase
Accounts payable
Purchase
Accounts payable
purchase
Accounts payable
Sale
Accounts
receivable
Sale
Accounts
receivable
6,041,274
4,575,937
204,008
265,598
1,222,896
1,201,926
784,847
170,096
118,507
133,014
Price agreed by
both side
60 days
Price agreed by
both side
60 days
Price agreed by
both side
60 days
Price agreed by
both side
90 days
Price agreed by
both side
60 days
46.90%
15.20%
1.58%
0.88%
9.49%
3.99%
6.09%
0.56%
0.92%
0.44%

(Continued)

53

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

No.
(Note 1)
Name of
company
Name of
counter-party
Nature of
relationship
(Note 2)
Intercompany transactions for the three months ended, 2017 Intercompany transactions for the three months ended, 2017 Intercompany transactions for the three months ended, 2017 Intercompany transactions for the three months ended, 2017
Account name Amount Trading terms Percentage of the
consolidated net
revenue or total assets


1
2





Primax HK
TYM HK



Tymphany
Dongguan



PCH2

Premium Hui
Zhou


Tymphany
Dongguan


TYDC
The subsidiary of
TYM HK

Subsidiary
Subsidiary

Subsidiary

Subsidiary
Sale
Accounts
receivable
Accounts payable
Purchase
Accounts payable
Purchase
Accounts payable
Purchase
192,245
184,177
300,191
781,185
651,878
1,266,814
975,685
100,863
Price agreed by
both side
60 days
30 days
Price agreed by
both side
60 days
Price agreed by
both side
60 days
Price agreed by
both side
1.49%
0.61%
1.00%
6.06%
2.16%
9.83%
3.24%
0.78%

Note 1: Disclosure of the amounts exceeding the lower of NT$100 million.

Note 2: Related transactions have been eliminated during preparing the consolidated interim financial statement.

(b) Information on investments:

The following are the information on investees for the three months ended March 31, 2017 (excluding information on investees in Mainland China):

Name of
investor
Name of
investee
Location Main
businesses
and products
Original investment amount Original investment amount Balance as of
March 31, 2017
Balance as of
March 31, 2017
Net income
(losses)
of investee
Share of
profits/losses
of investee
Note
March 31,
2017
December 31,
2016
Shares
(thousands)
Percentage
of ownership
Carrying
value
The
Company




Primax
Cayman
Primax Tech.
Destiny BVI.
Destiny Japan
Diamond
Gratus Tech.
Total
Cayman Islands

Cayman Islands

Virgin Island

Japan


Cayman Islands

USA

Holding company
Holding company
Holding company
Market development
and customer service
Holding company
Market development
and customer service
2,540,588
897,421
30,939
7,032
2,517,298
9,330
6,002,608
2,540,588
897,421
30,939
7,032
2,517,298
9,330
6,002,608
8,147,636
285,067
1,050
0.50
84,050
300
-
100.00
100.00
100.00
100.00
100.00
100.00
4,277,535
1,820,905
25,013
15,898
3,016,546
9,376
9,165,273
24,306
(5,115)
366
7
74,227
98
93,889
63,339
5,332
366
7
74,227
98
143,369
Primax
Cayman
Primax HK Hong Kong

Holding company and
customer service
2,375,164 2,375,164 602,817 100.00 4,339,955 27,866 27,866
Primax
Tech.
Polaris USA


Sale of multi-function
printers and computer
peripheral devices
52,680 52,680 1,600 100.00 373,444 2,874 2,874
Diamond TWEL Cayman Islands
Holding company 2,515,800 2,515,800 38,501 70.00 2,918,390 139,924 78,950
TWEL
TYM HK
TYP
Hong Kong




USA



Holding company and
sale of audio
accessories, amplifiers
and their components
Market development
and customer service of
amplifiers and their
components
76,280
(note 1)
15
(note 1)
76,280
(note 1)
15
(note 1)
144,395
0.50
100.00
100.00
1,576,045
5,148
129,312
583
129,312
583
TYM HK TYML USA


Sales of audio
accessories, amplifiers
and their components
6,628 6,628 200 100.00 (5,846) 664 4,539

(Continued)

54

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

Name of
investor
Name of
investee
Location Main
businesses
and products
Original investment amount Original investment amount Balance as of
March 31, 2017
Balance as of
March 31, 2017
Balance as of
March 31, 2017
Net income
(losses)
of investee
Share of
profits/losses
of investee
Note
March 31,
2017
December 31,
2016
Shares
(thousands)
Percentage
of ownership
Carrying
value
Premium
Hui Zhou
TYM
Acoustic
HK
TYM
Acoustic HK
TYM UK
Hong Kong
United
Kingdom
Research and
development, design,
and sale of audio
accessories, amplifiers
and their components
Research and
development design of
audio accessories,
amplifiers and their
components
-
-
-
-
-
-
100.00
100.00
-
-
-
-
-
-

Note 1: The amount is the initial investment costs from the original shareholders prior to the acquisition of the Company through Diamond. Note 2: Related transactions have been eliminated during preparing the consolidated interim financial statement.

(c) Information on investment in Mainland China:

(i) The names of investees in Mainland China, the main businesses and products, and other information:

Name of
investee
Main
businesses
and
products
Total
amount
of paid-in
capital
Method
of
investment
Accumulated
outflow of
investment from
Taiwan as of
January 1, 2017
Investm ent flows Accumulated
outflow of
investment from
Taiwan as of
March 31, 2017
Net
income
(losses)
of the
investee
Percentage
of
ownership
Investment
income
(losses)
Book
value
Accumulated
remittance of
earnings in
current
period
Outflow Inflow
PCH2







Destiny
Beijing




PKS1



PCQ1



Premium
Hui Zhou





Tymphany
Dongguan
TYDC
Manufacture of
multifunctional
peripherals, computer
mice, mobile phone
accessories, consumer
electronics products,
and shredders
Research and
development of
computer peripheral
devices and software
Manufacture of
computer, peripherals
and keyboards
Manufacture of
computer, peripherals
and keyboards
Research and
development, design,
and sale of audio
accessories, amplifiers
and their components

1,960,794
38,842
858,567
551,042
138,248
(note 3)
15,168
87,940
Indirect
investment
through Primax
Cayman and
Primax Tech.
Indirect
investment
through
Destiny BVI.
Indirect
investment
through Primax
Cayman
Indirect
investment
through Primax
Cayman
Indirect
investment
through
Diamond

1,773,902
(note 2)
33,893
(note 2)
710,138
(note 2)
645,580
(note 2)
2,711,436
16,140
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,666,084
(note 2)
31,853
(note 2)
667,392
(note 2)
606,720
(note 2)
2,548,224
15,168
-
(Note 2)
(8,972)
366
(14,843)
55,912
5,438
(20,030)
(32,531)
100%
100%
100%
100%
70%
70%
70%
(8,972)
366
(14,843)
55,912
3,807
(14,021)
(22,772)
4,204,663
25,009
855,712
919,193
391,667
18,095
39,160
-
-
-
-
-
-
-

Note 1: The above information on the exchange rate is as follows: HKD:TWD $3.9032; USD:TWD 30.336; RMB:TWD 4.3970.

Note 2: The difference between accumulated out flow of investments and paid-in capital derived was from the currency exchange on translation, capital increase from retained earnings and working capital.

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

Note 4: Related transactions have been eliminated during preparing the consolidated interim financial statement.

(Continued)

55

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

(ii) Upper limit on investment in Mainland China:

Name of
Company
Accumulated Investment in
Mainland China as of
March 31, 2017
Investment Amounts
Authorized by Investment
Commission, MOEA
Upper Limit on Investment
The Company 5,619,633 6,387,689 None(Note)

Note: The Company has received the Certificate issued by the Industrial Development Bureau, Ministry of Economic Affairs, allowing it to start the operating of its headquarters.

The above investment income (losses) in Mainland China, except for PCH2, was reviewed by the Company’s auditors, Premium Hui Zhou, Tymphany Dongguan and TYDC were reviewed by other auditors, and other information related to subsidiaries came from financial reports prepared by the investees, not reviewed by auditors.

  • (iii) Significant transactions:

The significant inter-company transactions with the subsidiary in Mainland China, which were eliminated in the preparation of consolidated interim financial statements for the three months ended March 31, 2017, are disclosed in “ Information on significant transactions” and “ Significant transactions and business relationship between the parent company and its subsidiaries.”

(14) Segment information:

For the three months ended March 31, 2017 and 2016, the Group’ s segment information has no significant change. Please refer to note 14 of the consolidated financial statements for the year ended December 31, 2016 for further information.

Revenue
External revenue
Intra-group revenue
Elimination from discontinued operations
Total segment revenue
Profit from segments reported
Elimination from discontinued operations
Total profit
For the three months ended March 31, 2017 For the three months ended March 31, 2017 For the three months ended March 31, 2017
Computer
Peripherals
Non-computer
Peripherals
Total
8,123,383
12,881,184
-
-
-
-
8,123,383
12,881,184
358,295
590,007
-
-
358,295
590,007
$ 4,757,801
-
-
$
4,757,801
$ 231,712
-
$
231,712

(Continued)

56

PRIMAX ELECTRONICS LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Interim Financial Statements

Revenue
External revenue
Intra-group revenue
Elimination from discontinued operations
Total segment revenue
Profit from segments reported
Elimination from discontinued operations
Total profit
For the three months ended March 31, 2016
(restated)
Computer
Peripherals
Non-computer
Peripherals
Total
$ 6,750,050
7,262,513
14,012,563
-
-
-
-
(607,448)
(607,448)
$
6,750,050
6,655,065
13,405,115
$ 341,174
318,039
659,213
-
(63,694)
(63,694)
$
341,174
254,345
595,519
For the three months ended March 31, 2016
(restated)
Computer
Peripherals
Non-computer
Peripherals
Total
$ 6,750,050
7,262,513
14,012,563
-
-
-
-
(607,448)
(607,448)
$
6,750,050
6,655,065
13,405,115
$ 341,174
318,039
659,213
-
(63,694)
(63,694)
$
341,174
254,345
595,519
Computer
Peripherals
$ 6,750,050
-
-
$
6,750,050
$ 341,174
-
$
341,174