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Primax Interim / Quarterly Report 2018

Nov 14, 2018

52436_rns_2018-11-14_14887d3b-f940-4cb4-8e2f-342492b3170f.pdf

Interim / Quarterly Report

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1

Stock Code:4915

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

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

With Independent Auditors’ Review Report for the Three Months Ended March 31, 2018 and 2017

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

The independent auditors’ review report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ review report and consolidated 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 Financial Statements
(1) Company history 8
(2) Approval date and procedures of the consolidated financial statements 8
(3) New standards, amendments and interpretations adopted 813
(4) Summary of significant accounting policies 1422
(5) Significant accounting assumptions and judgments, and major sources 22
of estimation uncertainty
(6) Explanation of significant accounts 2252
(7) Related-party transactions 5253
(8) Pledged assets 53
(9) Significant commitments and contingencies 5354
(10) Losses due to major disasters 54
(11) Subsequent events 54
(12) Other 54
(13) Other disclosures
(a) Information on significant transactions 5559
(b) Information on investees 60
(c) Information on investments in mainland China 6061
(14) Segment information 62

3

Independent Auditors’ Review Report

To the board of directors of PRIMAX ELECTRONICS LTD.:

Introduction

We have reviewed the accompanying consolidated balance sheets of the PRIMAX ELECTRONICS LTD. and its subsidiaries as of March 31, 2018 and 2017, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the three months ended March 31, 2018 and 2017, and notes to the consolidated financial statements, including a summary of significant accounting policies. Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standards (“ IASs” ) 34, “ Interim Financial Reporting” endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China. Our responsibility is to express a conclusion on the consolidated financial statements based on our reviews.

Scope of Review

Except as explained in the Basis for Qualified Conclusion paragraph, we conducted our reviews in accordance with Statement of Auditing Standards 65, “ Review of Financial Information Performed by the Independent Auditor of the Entity”. A review of the consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the generally accepted auditing standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Basis for Qualified Conclusion

As stated in Note 4(b), the consolidated financial statements included the financial statements of certain nonsignificant subsidiaries, which were not reviewed by independent auditors. These financial statements reflect total assets amounting to NT$4,752,505 thousand and NT$1,558,936 thousand, constituting 15.5% and 5.2% of consolidated total assets as of March 31, 2018 and 2017, respectively. Total liabilities amounting to NT$2,644,484 thousand and NT$1,852,664 thousand, constituting 15.3% and 10.4% of consolidated total liabilities as of March 31, 2018 and 2017, respectively, and total comprehensive income (loss) amounting to income NT$16,116 thousand and loss NT$88,811 thousand, constituting 3.5% and 1,134.0% of consolidated comprehensive income (loss) for the three months ended March 31, 2018 and 2017, respectively.

Furthermore, as stated in Note 6(g), the investments accounted for using equity method of the PRIMAX ELECTRONICS LTD. and its subsidiaries in its investee companies of NT$1,430,935 thousand as of March 31, 2018, and its related share of profit of associates accounted for using equity method of gain NT$2,361 thousand for the three months ended March 31, 2018, were recognized solely on the financial statements prepared by these investee companies, but not reviewed by independent auditors.

3-1

Qualified Conclusion

Except for the adjustments, if any, as might have been determined to be necessary had the financial statements of certain consolidated subsidiaries and equity accounted investee companies described in the Basis for Qualified Conclusion paragraph above been reviewed by independent auditors, based on our reviews and the review report of another auditor (please refer to Other Matter paragraph), nothing has come to our attention that causes us to believe that the accompanying consolidated financial statements do not present fairly, in all material respects, the consolidated financial position of the PRIMAX ELECTRONICS LTD. and its subsidiaries as of March 31, 2018 and 2017, and of its consolidated financial performance and its consolidated cash flows for the three months ended March 31, 2018 and 2017 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IASs 34, “Interim Financial Reporting” endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Other Matter

We did not review the financial statements of Tymphany Worldwide Enterprises Ltd., a subsidiary of the PRIMAX ELECTRONICS LTD. and its subsidiaries. Those financial statements were reviewed by another auditor, whose review report has been furnished to us, and our conclusion, insofar as it relates to the amounts included for Tymphany Worldwide Enterprises Ltd., is based solely on the review report of another auditor. The financial statements of Tymphany Worldwide Enterprises Ltd. reflect total assets amounting to NT$6,697,259 thousand and NT$4,975,022 thousand, constituting 21.8% and 16.5% of the related consolidated total assets, as of March 31, 2018 and 2017, respectively, and with operating revenue amounting to NT$3,796,226 thousand and NT$2,829,895 thousand, constituting 31.9% and 22.0% of the related consolidated operating revenue for the three months ended March 31, 2018 and 2017, respectively.

The engagement partners on the reviews resulting in this independent auditors’ review report are MEI-PIN WU and CHI-LUNG YU.

KPMG

Taipei, Taiwan (Republic of China) May 11, 2018

Notes to Readers

The accompanying consolidated financial statements are intended only to present the consolidated 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 financial statements are those generally accepted and applied in the Republic of China.

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

4

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) Reviewed only, not audited in accordance with generally accepted auditing standards as of March 31, 2018 and 2017

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES

Consolidated Balance Sheets

March 31, 2018, December 31 and March 31, 2017 (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(e))
1180
Accounts receivable from related parties, net
(notes 6(e) and 7)
1200
Other receivables, net
1310
Inventories (note 6(f))
1470
Other current assets
Non-current assets:
1550
Investments accounted for using equity method
(note 6(g))
1523
Non-current available-for-sale financial assets
(note 6(d))
1517
Non-current financial assets at fair value through
other comprehensive income (note 6(c))
1600
Property, plant and equipment (note 6(j))
1760
Investment property, net (note 6(k))
1780
Intangible assets (note 6(l))
1840
Deferred tax assets
1985
Long-term prepaid rents
1990
Other non-current assets (note 8)
Total assets
March 31, 2018
Amount
%
$ 4,523,636
15
r
151,443
1
8,949,526
29
99,125
-
612,625
2
6,013,255
20
420,468
1
20,770,078
68
1,430,935
4
-
-
388,682
1
4,400,026
14
35,098
-
2,702,707
9
566,273
2
212,971
1
214,628
1
9,951,320
32
$
30,721,398
100
December 31, 2017
Amount
%
7,821,011
21
141,151
-
13,014,207
35
105,911
-
737,687
2
6,791,093
18
530,360
1
29,141,420
77
-
-
402,997
1
-
-
4,437,684
12
35,214
-
2,730,188
7
548,995
1
217,520
1
261,125
1
8,633,723
23
37,775,143
100
March 31, 2017
Amount
%
4,883,779
16
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
Liabilities and Equity
Current liabilities:
2100
Short-term borrowings (note 6(m))
2170
Notes and accounts payable
2120
Current financial liabilities at fair value through
profit or loss (note 6(b))
2200
Other payables
2201
Salaries payable (note 6(s))
2300
Other current liabilities
2320
Long-term borrowings, current portion (note 6(n))
2365
Current refund liabilities
Non-Current liabilities:
2540
Long-term borrowings (note 6(n))
2630
Long-term deferred revenue (note 6(j))
2600
Other non-current liabilities
Total liabilities
Equity attributable to owners of parent:
3110
Ordinary shares (note 6(r))
3140
Capital collected in advance
3200
Capital surplus (note 6(r))
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings (note 6(r))
3400
Other equity interest
36XX
Non-controlling interests(note 6(i))
Total equity
Total liabilities and equity
March 31, 2018 December 31, 2017 December 31, 2017 March 31, 2017
Amount
%
-
-
11,267,072
37
98,297
-
3,575,500
12
468,624
2
336,829
1
215,556
1
-
-
15,961,878
53
111,111
-
1,301,288
4
469,099
2
1,881,498
6
17,843,376
59
4,447,543
15
630
-
882,416
3
788,634
3
97,300
-
5,197,855
17
(397,818)
(1)
1,250,739
4
12,267,299
41
30,110,675
100
Amount %
995,638
16,350,178
103,107
3,991,128
1,105,153
433,894
135,555
-
23,114,653
83,333
1,039,581
555,774
1,678,688
24,793,341

See accompanying notes to consolidated financial statements.

5

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

Consolidated Statements of Comprehensive Income

For the three months ended March 31, 2018 and 2017

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

4000
Operating revenue (notes 6(u), 6 (v) and 7)
5000
Operating costs (notes 6(f), (p), (s), (w) and 12)
Gross profit
Operating expenses (notes 6(p), (s), (w) and 12):
6100
Selling expenses
6200
Administrative expenses
6300
Research and development expenses
Total operating expenses
Net operating income
Non-operating income and expenses:
7010
Other income (note 6(x))
7020
Other gains and losses (note 6(y))
7060
Share of profit of associates accounted for using equity method (note 6(g))
7050
Finance costs
Total non-operating income and expenses
Profit before tax
7950
Less: income tax expense (note 6(q))
Profit
8300
Other comprehensive income (loss):
8310
Components of other comprehensive income that will not be reclassified to profit or loss:
8316
Unrealized gains (losses) from investments in equity instruments measured at fair value through
other comprehensive income
8349
Income tax related to components of other comprehensive income that will not be reclassified to
profit or loss
Components of other comprehensive income that will not be reclassified to profit or loss
8360
Components of other comprehensive income that will be reclassified to profit or loss:
8361
Exchange differences on translation of foreign operation’s financial statements
8362
Unrealized gains on available-for-sale financial assets
8399
Income tax expense related to components of other comprehensive income that will be reclassified
to profit or loss
Components of other comprehensive income that will be reclassified to profit or loss
8300
Other comprehensive income (loss) after tax
Comprehensive income
Profit attributable to:
8610
Owners of parent
8620
Non-controlling interests (note 6(i))
Comprehensive income attributable to:
8710
Owners of parent
8720
Non-controlling interests (note 6(i))
Earnings per share (note 6(t))
9710
Basic earnings per share (NT dollars)
9810
Diluted earnings per share (NT dollars)
For the three months ended March 31
2017
%
Amount
%
100
12,881,184
100
88
11,265,889
88
12
1,615,295
12
2
304,233
2
3
306,314
2
5
471,139
4
10
1,081,686
8
2
533,609
4
-
50,725
-
2
16,907
-
-
-
-
-
(11,234)
-
2
56,398
-
4
590,007
4
1
137,735
1
3
452,272
3
-
-
-
-
-
-
-
-
-
1
(446,064)
(3)
-
1,624
-
-
-
-
1
(444,440)
(3)
1
(444,440)
(3)
4
7,832
3
418,436
3
-
33,836
-
3
452,272
3
4
2,108
-
-
5,724
-
4
7,832
-
0.80
0.95
0.79
0.94
2018 %
100
88
12
2
3
5
10
2
-
2
-
-
2
4
1
3
-
-
-
1
-
-
1
1
4
3
-
3
4
-
4
0.80
0.79
Amount
$ 11,883,748
10,423,317
1,460,431
283,144
381,862
551,018
1,216,024
244,407
36,137
177,590
2,361
(7,631)
208,457
452,864
106,934
345,930
(14,315)
-
(14,315)
127,969
-
-
127,969
113,654
$
459,584
$ 352,493
(6,563)
$
345,930
$ 459,496
88
$
459,584
$
$

See accompanying notes to consolidated financial statements.

6

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

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity For the three months ended March 31, 2018 and 2017 (Expressed in Thousands of New Taiwan Dollars)

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
Balance at March 31, 2017
Balance at January 1,2018
Effects of retrospective application
Balance at January 1, 2018 after adjustments
Profit
Other comprehensive income
Comprehensive income
Retirement of restricted stock
Compensation cost of share-based payment
Amortization expense of restricted employee stock
Issuance of restricted stock
Issuance of ordinary shares for employee stock option
Balance at March 31, 2018
Equity attributable to Equity attributable to Equity attributable to Equity attributable to Equity attributable to owners of parent owners of parent owners of parent owners of parent Non-
controlling
interests
Total
equity
Share capital Capital
surplus
Retained earnings Other equity interest Total equity
attributable
to owners of
parent
Exchange
differences on
translation of
Unrealized gains
(losses)
from financial
assets measured
at fair value
operations
financial
statements
through other
comprehensive
income
Unrealized
gains (losses)
on available-
for-sale
financial assets
Unearned
employee
compensation
Ordinary
shares
Capital
collected in
advance
Legal
reserve
Special
reserve
Unappropriated
retained
earnings
$ 4,421,343
-
-
-
-
-
24,500
-
1,700
$
4,447,543
$ 4,456,883
-
4,456,883
-
-
-
-
-
-
11,000
1,280
$
4,469,163
3,024 791,466 788,634 97,300 4,779,419 (259,911)
-
(417,952)
(417,952)
-
-
-
-
-
(677,863)
(372,554)
-
(372,554)
-
121,318
121,318
-
-
-
-
-
(251,236)
- 405,466 (27,017)
-
-
-
-
12,182
(112,210)
-
-
(127,045)
(95,806)
-
(95,806)
-
-
-
4,820
-
27,275
(84,370)
-
(148,081)
10,999,724 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
1,596,530
12,981,802
-
-
1,596,530
12,981,802
(6,563)
345,930
6,651
113,654
88
459,584
-
-
680
2,027
-
27,275
-
-
-
-
1,597,298
13,470,688
-
-
-
-
-
-
-
-
418,436
-
-
-
-
1,624
- - - - 418,436 - 1,624
656
-
87,710
-
2,584
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
882,416 788,634 97,300 5,197,855 - 407,090
1,232,490
-
982,041
-
97,300
-
5,008,344
42,573
-
30,916
1,232,490 982,041 97,300 5,050,917 30,916
-
-
-
-
-
-
352,493
-
- - - 352,493
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
982,041 97,300 5,403,410

See accompanying notes to consolidated financial statements.

7

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

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the three months ended March 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:
Profit before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation and amortization
Bad debt expense and sales returns and discounts
Expected credit loss for bad debt expense
Interest expense
Interest income
Compensation cost of share-based payment
Losses related to inventories
Share of profit of associates accounted for using equity method
Loss on disposal of property, plant and equipment
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:
Financial assets at fair value through profit or loss
Notes and accounts receivable
Accounts receivable from related parties
Other receivable
Inventories
Other current assets
Other operating assets
Changes in operating assets
Financial liabilities at fair value through profit or loss
Notes and accounts payable
Salaries payable
Other payable
Other current liabilities
Refund 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 available-for-sale financial assets
Acquisition of investments accounted for using equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of unamortized expense
Other investing activities
Net cash flows used in investing activities
Cash flows from (used in) financing activities:
Decrease in short-term borrowings
Repayments of long-term borrowings
Increase in guarantee deposits received
Exercise of employee share options
Net cash 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
2018
2017
$ 452,864
590,007
390,115
370,529
-
(52,919)
12
-
6,650
10,808
(35,384)
(48,459)
29,302
13,119
37,388
101,685
(2,361)
-
4,084
1,315
429,806
396,078
(10,292)
22,874
4,117,345
3,535,503
6,786
33,618
125,062
234,423
740,024
1,171,576
111,249
114,799
(39)
13,261
5,090,135
5,126,054
(7,396)
(52,133)
(5,518,300)
(5,625,846)
(617,282)
(677,559)
(716,674)
(440,617)
(74,029)
(14,031)
(106,699)
-
(137,108)
(3,062)
(7,177,488)
(6,813,248)
(2,087,353)
(1,687,194)
(1,657,547)
(1,291,116)
(1,204,683)
(701,109)
35,384
48,459
(6,632)
(10,791)
(164,159)
(35,654)
(1,340,090)
(699,095)
-
(21,045)
(1,428,574)
-
(329,393)
(300,349)
1,811
338
(17,587)
(17,476)
40,358
1,566
(1,733,385)
(336,966)
(230,685)
-
(107,776)
(274,444)
47,399
22,799
-
1,890
(291,062)
(249,755)
67,162
(190,321)
(3,297,375)
(1,476,137)
7,821,011
6,359,916
$
4,523,636
4,883,779

See accompanying notes to consolidated financial statements.

8

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) As of March 31, 2018 and 2017 Reviewed only, not audited in accordance with the generally accepted auditing standards PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

March 31, 2018 and 2017

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

(1) Company history

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

Primax Electronics Holdings, Ltd. (Primax Holdings, formerly known as Apple Holdings Ltd.) acquired all shares of the Company from YWAN PANG Management Limited on April 2, 2007. The investment was approved by the Investment Commission, Ministry of Economic Affairs. However, all shares of the Company were sold by Primax Holdings to its stockholders in October 2009.

Based on the resolution approved by the Company’ s board of directors on November 5, 2007, the Company resolved to acquire and merge with Primax Electronics Ltd. (“Primax”, a listed company) on December 28, 2007. The Company is the surviving company, and Primax was dissolved upon completion of the merger.

The consolidated financial statements of the Company as at and for the three months ended March 31, 2018, 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 financial statements were authorized for issuance by the board of directors on May 11, 2018.

(3) New standards and interpretations adopted:

  • (a) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. (“FSC”) which have already been adopted

The following new standards, interpretations and amendments have been endorsed by the FSC and are effective for annual periods beginning on or after January 1, 2018. In addition, based on the announcement issued by the FSC on December 12, 2017, the Group can, and therefore, elected to early adopt the amendments to IFRS 9 “ Prepayment features with negative compensation” . The related new standards, interpretations and amendments are as follows:

(Continued)

9

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

Effective date
New, Revised or Amended Standards and Interpretations per IASB
Amendment to IFRS 2 “Classification and Measurement of Share-based January 1, 2018
Payment Transactions”
Amendments to IFRS 4 “Applying IFRS 9 Financial Instruments with IFRS 4 January 1, 2018
Insurance Contracts”
IFRS 9 “Financial Instruments” January 1, 2018
Amendments to IFRS 9 “Prepayment features with negative compensation” January 1, 2019
IFRS 15 “Revenue from Contracts with Customers” January 1, 2018
Amendment to IAS 7 “Statement of Cash Flows -Disclosure Initiative” January 1, 2017
Amendment to IAS 12 “Income Taxes- Recognition of Deferred Tax Assets for January 1, 2017
Unrealized Losses”
Amendments to IAS 40 “Transfers of Investment Property” January 1, 2018
Annual Improvements to IFRS Standards 2014–2016 Cycle:
Amendments to IFRS 12 January 1, 2017
Amendments to IFRS 1 and Amendments to IAS 28 January 1, 2018
IFRIC 22 “Foreign Currency Transactions and Advance Consideration” January 1, 2018

Except for the following items, the Group believes that the adoption of the above IFRSs would not have any material impact on its consolidated financial statements. The extent and impact of signification changes are as follows:

  • (i) IFRS 15 “Revenue from Contracts with Customers”

IFRS 15 establishes a comprehensive framework by five steps for determining whether, how much and when revenue is recognized. It replaces the existing revenue recognition guidance, including IAS 18 “Revenue” and IAS 11 “Construction Contracts”. The Group applies this standard retrospectively with the cumulative effect, it need not restate those contracts, but instead, continues to apply IAS 11, IAS 18 and the related Interpretations for comparative reporting period. The Group recognizes the cumulative effect upon the initially application of this Standard as an adjustment to the opening balance of retained earnings on January 1, 2018.

The Group uses the practical expedients for completed contracts, which means it need not restate those contracts that have been completed on January 1, 2018.

The following are the nature and impacts on changing of accounting policies:

  • 1) Sales of goods

For the sale of products, revenue was recognized when the goods are delivered to the customers’ premises, which is taken to be the point in time at which the customer accepts the goods and the related risks and rewards of ownership transfer. Revenue is recognized at this point provided that the revenue and costs can be measured reliably, the recovery of the consideration is probable and there is no continuing management involvement with the goods. Under IFRS 15, revenue will be recognized when a customer obtains control of the goods.

(Continued)

10

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

2) Rending of services

The Group provides services, such as model research, development, and design, to customers. If the services under a single arrangement are rendered in different reporting periods, then the consideration is allocated on a relative fair value basis between the different services. Revenue was recognized using the stage-of-completion method. Under IFRS 15, the total consideration in the service contracts will be allocated to all services based on their stand-alone selling prices. The stand-alone selling prices will be determined based on the list prices at which the Group sells the services in separate transactions.

3) Impacts on financial statements

The following tables summarize the impacts of adopting IFRS15 on the Group’ s consolidated financial statements:

Impacted line items on the
consolidated balance sheet
Accounts receivable
Impact on assets
Other payables
Refund liabilities
Impact on liabilities
March 31, 2018
Balances
prior to the
adoption of
IFRS 15
Impact of
changes in
accounting
policies
$ (26,733)
26,733
$
26,733
$ (977,239)
977,239
-
(1,003,972)
$
(26,733)
Balance
upon
adoption
of IFRS 15
  • (ii) IFRS 9 “Financial Instruments”

IFRS 9 “ Financial Instruments” replaces IAS 39 “ Financial Instruments: Recognition and Measurement” which contains classification and measurement of financial instruments, impairment and hedge accounting.

As a result of the adoption of IFRS 9, the Group adopted the consequential amendments to IFRS 7 “Financial Instruments: Disclosures” that are applied to disclosures about 2018 but generally have not been applied to comparative information.

The detail of new significant accounting policies and the nature and effect of the changes to previous accounting policies are set out below:

  • 1) Classification of financial assets and financial liabilities

IFRS 9 contains three principal classification categories for financial assets: measured at amortized cost, fair value through other comprehensive income (FVOCI) and fair value through profit or loss (FVTPL). The classification of financial assets under IFRS 9 is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. The standard eliminates the previous IAS 39 categories of held to maturity, loans and receivables and available-for-sale. Under IFRS

(Continued)

11

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

9, derivatives embedded in contracts where the host is a financial asset in the scope of the standard are never bifurcated. Instead, the hybrid financial instrument as a whole is assessed for classification. For an explanation of how the Group classifies and measures financial assets and accounts for related gains and losses under IFRS 9, please see note 4(c).

The adoption of IFRS 9 did not have any significant impact on its accounting policies on financial liabilities.

  • 2)

  • Impairment of financial assets

IFRS 9 replaces the incurred loss model in IAS 39 with the expected credit loss (ECL) model. The new impairment model applies to financial assets measured at amortized cost, contract assets and debt investments at FVOCI, but not to investments in equity instruments. Under IFRS 9, credit losses are recognized earlier than they are under IAS 39, please see note 4(c).

3) Transition

The adoption of IFRS 9 have been applied retrospectively, except as described below:

  • ‧Differences in the carrying amounts of financial assets resulting from the adoption of IFRS 9 are recognized in retained earnings and other equity interest as on January 1, 2018. Accordingly, the information presented for 2017 does not generally reflect the requirements of IFRS 9 and therefore is not comparable to the information presented for 2018 under IFRS 9.

  • ‧The following assessments have been made on the basis of the facts and circumstances that existed at the date of initial application:

    • The determination of the business model within which a financial asset is held.

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

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

  • ‧If an investment in a debt security had low credit risk at the date of initial application of IFRS 9, then the Group assumed that the credit risk on its asset will not increase significantly since its initial recognition.

  • 4)

  • Classification of financial assets on the date of initial application of IFRS 9

The following table shows the measurement categories and the carrying amount of the original measurement categories under IAS 39 and the new measurement categories under IFRS 9 for each class of the Group’s financial assets as of January 1, 2018. (The measurement categories and the carrying amount of financial liabilities do not change.)

(Continued)

12

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

Financial assets
Cash and cash
equivalents
Derivative instruments
Investment in equity
instruments
Receivables, net
Other financial assets
(Guarantee deposits
paid)
IAS39 IFRS9
Measurement categories
Loans and receivables
Held-for-trading
Available-for-sale (note 1)
Loans and receivables
(note 2)
Loans and receivables
Carrying
amount
Measurement categories
Carrying
amount
Amortized cost
7,821,011
Mandatorily at FVTPL
141,151
FVOCI
402,997
Amortized cost
13,857,805
Amortized cost
90,805
7,821,011
141,151
402,997
13,857,805
90,805

Note1: These equity securities (including financial assets measured at cost) represent investments that the Group intends to hold for the long term for strategic purposes. As permitted by IFRS 9, the Group has designated these investments at the date of initial application as measured at FVOCI. Accordingly, an increase of $402,997 thousand in those assets recognized, and a decrease of $42,573 thousand in the other equity interests, as well as the increase of $42,573 thousand in retained earnings were recognized on January 1, 2018.

  • Note2: Notes receivables, accounts receivables, lease receivables and other receivables that were classified as loans and receivables under IAS 39 are now classified at amortized cost.

The following table reconciles the carrying amounts of financial assets under IAS 39 to the carrying amounts under IFRS 9 upon transition to IFRS 9 on 1 January, 2018:

FVOCI
Beginning balance of available-for-sale (including
measured at cost) (IAS 39)
Available-for-sale reclassified to FVOCI
Total
2017.12.31
IAS 39
Carrying
amount
$ 402,997
-
$
402,997
Reclassifications
(402,997)
402,997
-
Remeasurements
-
-
-
2018.1.1
IFRS 9
Carrying
amount
402,997
2018.1.1
2018.1.1
Adjustments
of retained
earnings
Adjustments
of other
equity
interest
-
-
42,573
(42,573)
42,573
(42,573)

There is no material impact on the Group’s basic or diluted earnings per share for the three months ended March 31, 2018 and 2017.

(Continued)

13

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

(b) The impact of IFRS issued by IASB but not yet endorsed by the FSC

As of the date the following IFRSs that have been issued by the IASB, but not yet endorsed by the FSC:

Effective date New, Revised or Amended Standards and Interpretations per IASB Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between Effective date to an Investor and Its Associate or Joint Venture” be determined by IASB IFRS 16 “Leases” January 1, 2019 IFRS 17 “Insurance Contracts” January 1, 2021 IFRIC 23 “Uncertainty over Income Tax Treatments” January 1, 2019 Amendments to IAS 28 “Long-term interests in associates and joint ventures” January 1, 2019 Annual Improvements to IFRS Standards 2015–2017 Cycle January 1, 2019 Amendments to IAS 19 “Plan Amendment, Curtailment or Settlement” January 1, 2019

Those which may be relevant to The Group are set out below:

Issuance / Release
Dates
January 13, 2016
Standards or
Interpretations
Content of amendment
IFRS 16 “Leases”
The new standard of accounting for lease is
amended as follows:

For a contract that is, or contains, a lease,
the lessee shall recognize a right-of-use
asset and a lease liability in the balance
sheet. In the statement of profit or loss and
other comprehensive income, a lessee
shall present interest expense on the lease
liability separately from the depreciation
charge for the right-of-use asset during the
lease term.

‧A lessor classifies a lease as either a finance lease or an operating lease, and therefore, the accounting remains similar to IAS 17.

The Group is evaluating the impact on its consolidated financial position and consolidated 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)

14

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

(4) Summary of significant accounting policies:

(a) Statement of compliance

These consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Report by Securities Issuers (“ the Regulation” ) and guidelines of IAS 34 “Interim Financial Reporting” which are endorsed and issued into effect 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 and issued into effect 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 financial statements are the same as those in the consolidated financial statement for the year ended December 31, 2017. For the related information, please refer to note 4 of the consolidated financial statements for the year ended December 31, 2017.

(b) Basis of consolidation

  • (i) List of subsidiaries in the consolidated financial statements

The details of the subsidiaries included in the consolidated 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
Holding company
Holding company
and customer
service
Holding company
Percentage of shareholding
March 31,
2018
December 31,
2017
March 31,
2017
Description
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
(note 10)
%
100.00
%
100.00
%
100.00
(note 10)
%
100.00
%
100.00
%
100.00
(note 10)
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
(note 10)
%
100.00
%
-
%
-
(note 1)
(note 10)
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
70.00
(note 2)
Percentage of shareholding
March 31,
2018
December 31,
2017
March 31,
2017
Description
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
(note 10)
%
100.00
%
100.00
%
100.00
(note 10)
%
100.00
%
100.00
%
100.00
(note 10)
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
(note 10)
%
100.00
%
-
%
-
(note 1)
(note 10)
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
70.00
(note 2)
March 31,
2018
December 31,
2017
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
-
%
100.00
%
100.00
The Company
The Company
The Company
The Company
The Company
The Company
The Company
Primax Cayman
Diamond
Primax Industries (Cayman)
Holding Ltd. (Primax Cayman)
Primax Technology (Cayman)
Holding Ltd. (Primax Tech.)
Destiny Technology Holding Co.,
Ltd. (Destiny BVI.)
Primax Destiny Co., Ltd.
(Destiny Japan)
Diamond (Cayman) Holdings Ltd.
(Diamond)
Gratus Technology Corp.
(Gratus Tech.)
Primax AE (Cayman) Holdings
Ltd. (Primax AE)
Primax Industries (Hong Kong)
Ltd. (Primax HK)
Tymphany Worldwide Enterprises
Ltd. (TWEL)
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00

(Continued)

15

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

Name of
investor
Name of subsidiary Principal
activities
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
and market
development and
customer service
Research and
development of
computer peripheral
devices and
software
Sale of audio
accessories,
amplifiers and their
components
Manufacture,
research and
development,
design, and sale of
audio accessories,
amplifiers and their
components
Market
development and
customer service of
amplifiers and their
components
Research and
development,
design, and sale of
audio accessories,
amplifiers and their
components and
holdings
Percentage of shareholding
March 31,
2018
December 31,
2017
March 31,
2017
Description
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
(note 10)
%
100.00
%
100.00
%
100.00
(note 10)
%
100.00
%
100.00
%
100.00
(note 10)
%
100.00
%
100.00
%
100.00
(note 10)
%
-
%
-
%
100.00
(note 3)
%
66.44
%
66.44
%
-
(note 4)
%
-
%
-
%
100.00
(note 5)
%
100.00
%
100.00
%
-
(note 6)
Percentage of shareholding
March 31,
2018
December 31,
2017
March 31,
2017
Description
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
(note 10)
%
100.00
%
100.00
%
100.00
(note 10)
%
100.00
%
100.00
%
100.00
(note 10)
%
100.00
%
100.00
%
100.00
(note 10)
%
-
%
-
%
100.00
(note 3)
%
66.44
%
66.44
%
-
(note 4)
%
-
%
-
%
100.00
(note 5)
%
100.00
%
100.00
%
-
(note 6)
March 31,
2018
December 31,
2017
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
-
%
66.44
%
-
%
100.00
Primax HK
and Primax Tech.
Dongguan Primax Electronic &
Telecommunication Products Ltd.
(PCH2)
Primax HK
Primax Electronics (KS) Corp.,
Ltd. (PKS1)
Primax HK
Primax Electronics (Chongqing)
Corp., Ltd. (PCQ1)
Primax Tech.
Polaris Electronics Inc. (Polaris)
Destiny BVI.
Destiny Electronic Corp.
(Destiny Beijing)
TWEL
Tymphany HK Ltd. (TYM HK)
TWEL
Premium Loudspeakers (Hui
Zhou) Co., Ltd. (Premium Hui
Zhou)
TWEL
TYP Enterprise, Inc. (TYP)
Premium Hui ZhouTymphany Acoustic Technology
HK Ltd. (TYM Acoustic HK)
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
-
%
66.44
%
-
%
100.00

(Continued)

16

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

Name of
investor
Name of subsidiary Principal
activities
Manufacture,
research and
development,
design and sale of
audio accessories,
amplifiers and their
components
Research and
development,
design of audio
accessories,
amplifiers and their
components
Manufacture, install
and repair of audio
accessories and
their components
Market
development and
customer service of
amplifiers and their
components
Sale of audio
accessories,
amplifiers and their
components
Research and
development,
design of audio
accessories,
amplifiers and their
components
Sale of audio
accessories,
amplifiers and their
components
Manufacture,
research and
development,
design and sale of
audio accessories,
amplifiers and their
components
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
Percentage of shareholding
March 31,
2018
December 31,
2017
March 31,
2017
Description
%
100.00
%
100.00
%
-
(note 7)
%
100.00
%
100.00
%
-
(note 6)
%
100.00
%
100.00
%
-
(note 8)
(note 10)
%
100.00
%
100.00
%
-
(notes 5)
%
100.00
%
100.00
%
-
(note 3)
%
100.00
%
100.00
%
-
(note 9)
%
100.00
%
100.00
%
100.00
%
-
%
-
%
100.00
(note 4)
%
-
%
-
%
100.00
(note 7)
%
100.00
%
100.00
%
100.00
Percentage of shareholding
March 31,
2018
December 31,
2017
March 31,
2017
Description
%
100.00
%
100.00
%
-
(note 7)
%
100.00
%
100.00
%
-
(note 6)
%
100.00
%
100.00
%
-
(note 8)
(note 10)
%
100.00
%
100.00
%
-
(notes 5)
%
100.00
%
100.00
%
-
(note 3)
%
100.00
%
100.00
%
-
(note 9)
%
100.00
%
100.00
%
100.00
%
-
%
-
%
100.00
(note 4)
%
-
%
-
%
100.00
(note 7)
%
100.00
%
100.00
%
100.00
March 31,
2018
December 31,
2017
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
-
%
-
%
100.00
Premium Hui ZhouDongguan Tymphany Acoustic
Technology Co., Ltd. (Tymphany
Dongguan)
TYM Acoustic HKTYMPHANY ACOUSTIC
TECHNOLOGY (UK) LIMITED
(TYM UK)
TYM Acoustic HKTymphany Acoustic Technology
Europe, s.r.o (TYM Acoustic
Europe)
TYM Acoustic HKTYP
TYM Acoustic HKTYM HK
TYM Acoustic HKTymphany Acoustic Technoloigy
Limited (TYM Acoustic)
TYM HK
TYMPHANY LOGISTICS, INC
(TYML)
TYM HK
Premium Hui Zhou
TYM HK
Tymphany Dongguan
Tymphany
Dongguan
Dong Guan Dong Cheng
Tymphany Acoustic Technology
Co., Ltd. (TYDC)
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
-
%
-
%
100.00

(Continued)

17

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

Note 1: The Company was incorporated in January 2018.

  • Note 2: TWEL was incorporated in October 2013, acquiring all shares of TYM HK by issuing new ordinary shares. The Company acquired 70% of the shares of TWEL by cash through its subsidiary Diamond on January 10, 2014. Therefore, the Company indirectly acquired all shares of subsidiaries through TWEL, and included them in the consolidated financial statements from the same date. Also the Group acquired 5.5% of the shares of TWEL by cash and 24.5% of the shares of TWEL by exchanging the shares of Premium Hui Zhou on October 31, 2017.

  • Note 3: TYM HK was originally a 100% owned subsidiary of TWEL; however, after the restructuring of the Group in the third quarter of 2017, TYM HK became 100% owned subsidiary of TYM Acoustic HK.

  • Note 4: Premium Hui Zhou was originally a 100% owned subsidiary of TYM HK; however, after the restructuring of the Group in the third quarter of 2017, Premium Hui Zhou became 100% owned subsidiary of TWEL. TWEL owned Premium Hui Zhou decrease to 66.44% due to the shares exchange and exercise of employee stock option in the fourth quarter of 2017.

  • Note 5: TYP was originally a 100% owned subsidiary of TWEL; however, after the restructuring of the Group in the third quarter of 2017, TYP became 100% owned subsidiary of TYM Acoustic HK.

Note 6: The Company was incorporated in January 2017.

  • Note 7: Tymphany Dongguan was originally a 100% owned subsidiary of TYM HK; however, after the restructuring of the Group in the third quarter of 2017, Tymphany Dongguan became 100% owned subsidiary of Premium Hui Zhou.

Note 8: TYM Acoustic HK acquired all shares of Bang & Olufsen s.r.o (renamed as Tymphany Acoustic Technology Europe, s.r.o. after merger) by cash on June 1, 2017.

Note 9: The Company was incorporated in December 2017.

Note 10: The Company is a non-significant subsidiary, and its financial statements have not been reviewed.

  • (c) Financial instruments (applicable from January 1, 2018)

  • (i) Financial assets

Financial assets are classified into the following categories: measured at amortized cost, FVOCI and FVTPL.

The Group shall reclassify all affected financial assets only when it changes its business model for managing its financial assets.

  • 1) Financial assets measured at amortized cost

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

  • ‧it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

  • ‧its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A financial asset measured at amortized cost is initially recognized at fair value, plus any directly attributable transaction costs. These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses, and impairment loss, are recognized in profit or loss. Any accumulated gain or loss on derecognition is recognized in profit or loss.

(Continued)

18

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

2) FVOCI

A financial asset measured at FVOCI is initially recognized at fair value, plus any directly attributable transaction costs. These assets are subsequently measured at fair value. Dividends deriving from equity investments are recognized as income in profit or loss, unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses of financial assets measured at FVOCI are recognized in OCI, and accumulated in equity–unrealized gains (losses) from FVOCI. On derecognition, gains and losses accumulated in OCI of equity investments are reclassified to retain earnings instead of profit or loss.

Dividend income derived from equity investments is recognized on the date that the Group’s right to receive payment is established, which in the case of quoted securities is normally the ex-dividend date.

3) FVTPL

All financial assets not classified as amortized cost or FVOCI described as above are measured at FVTPL, including derivative financial assets. On initial recognition, the Group may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

Financial assets in this category are measured at fair value at initial recognition. Attributable transaction costs are recognized in profit or loss as incurred. Subsequent changes that are measured at fair value, which take into account any dividend and interest income, are recognized in profit or loss.

  • 4) Assemessment of whether contractual cash flows are solely payments of principal and interest

For the purposes of this assessment, principal is defined as the fair value of the financial assets on initial recognition. Interest is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs, as well as a profit margin.

In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Group considers:

‧contingent events that would change the amount or timing of cash flows;

‧terms that may adjust the contractual coupon rate, including variable rate features;

‧prepayment and extension features; and

(Continued)

19

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

  • ‧terms that limit the Group’s claim to cash flows from specified assets (e.g. non-recourse features)

  • 5) Impairment of financial assets

The Group recognizes loss allowances for expected credit losses on financial assets measured at amortized cost (including cash and cash equivalents, financial assets measured at amortized costs, notes and accounts receivable, other receivables, guarantee deposit paid and other financial assets, etc.).

The Group measures loss allowances at an amount equal to lifetime ECL, except for the following which are measured as 12-month ECL:

‧Bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

Loss allowance for accounts receivables are always measured at an amount equal to lifetime ECL.

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.

12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 month after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Group’s historical experience and informed credit assessment as well as forward-looking information.

The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 61 days past due.

The Group considers a financial asset to be in default when the financial asset is more than 361 days past due or the borrower is unlikely to pay its credit obligations to the Group in full.

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e the difference between the cash flows due to the Group in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset.

(Continued)

20

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

At each reporting date, the Group assesses whether financial assets carried at amortized cost and debt securities at FVOCI are credit-impaired. A financial asset is creditimpaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial assets is creditimpaired includes the following observable data:

  • ‧significant financial difficulty of the borrower or issuer;

  • ‧a breach of contract such as a default or being more than 361 days past due;

  • ‧the lender of the borrower, for economic or contractual reasons relating to the borrower’s financial difficulty, having granted to the borrower a concession that the lender would not otherwise consider;

  • ‧it is probable that the borrower will enter bankruptcy or other financial reorganization; or

  • ‧the disappearance of an active market for a security because of financial difficulties.

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets. The Group recognizes the amount of ECL (or reversal) in profit or loss, as an impairment gain or loss.

The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Group determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due.

  • 6) Derecognition of financial assets

Financial assets are derecognized when the contractual rights to the cash flows from the assets expire, or when the Group transfers substantially all the risks and rewards of ownership of the financial assets.

(ii) Derivative financial instruments

The Group holds derivative financial instruments to hedge its foreign currency and interest rate exposures. Derivatives are initially measured at fair value. Any attributable transaction costs thereof are recognized in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are recognized in profit or loss and are included in the line item of non-operating income and expenses of other gains and losses. When the fair value of a derivative instrument is positive, it is classified as a financial asset, whereas when the fair value is negative, it is classified as a financial liability.

(Continued)

21

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

(d) Revenue from contracts with customers (applicable from January 1, 2018)

Revenue is measured based on the consideration to which the Group expects to be entitled in exchange for transferring goods or services to a customer. The Group recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Group’s main types of revenue are explained below:

(i) Sale of goods

The Group manufactures computer peripherals and non-computer peripherals and sales them to customers. The Group recognizes revenue when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer’ s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Group has objective evidence that all criteria for acceptance have been satisfied.

The Group often offers discounts to its customers based on aggregate sales of components. Revenue from these sales is recognized based on the price specified in the contract, net of the estimated volume discounts. Accumulated experience is used to estimate the discounts, using the expected value method, and revenue is only recognized to the extent that it is highly probable that a significant reversal will not occur. A refund liabilities is recognized for expected volume discounts payable to customers in relation to sales made until the end of the reporting period. No element of financing is deemed present as the sales of components are made with a credit term of 45 days to 90 days, which is consistent with the market practice.

A receivable is recognized when the goods are delivered as this is the point in time that the Group has a right to an amount of consideration that is unconditional.

(ii) Rending of services

The Group provides services, such as model research, development, and design to customers. Revenue from providing services is recognized in the accounting period in which the services are rendered. For fixed-price contracts, revenue is recognized based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided.

Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances that give rise to the revision become known by management.

  • (iii) Financing components

The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the group does not adjust any of the transaction prices for the time value of money.

(Continued)

22

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

(e) 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.

(f) Employee benefits

The pension cost in the consolidated financial statements was calculated and disclosed on a year-todate 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 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 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, 2017. For the related information, please refer to note 5 of the consolidated financial statements for the year ended December 31, 2017.

(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, 2017. Please refer to Note 6 of the 2017 annual consolidated financial statements.

(a) Cash and cash equivalents

Cash on hand
Demand accounts and checking deposits
Time deposits
Cash and cash equivalents in the consolidated
statements of cash flows
March 31,
2018
$ 3,424
3,260,142
1,260,070
$
4,523,636
December 31,
2017
March 31,
2017
3,279
3,109
6,022,395
1,991,924
1,795,337
2,888,746
7,821,011
4,883,779

(Continued)

23

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

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

  • (i) Details of financial instruments were as follows:

Mandatorily measured at FVTPL:
Derivative instruments not used for
hedging
Forward exchange contracts
Foreign exchange swap contracts
Non-derivative financial assets
Mutual funds
Financial assets held-for-trading:
Derivative instruments not used for
hedging
Forward exchange contracts
Foreign exchange swap contracts
Financial liabilities held-for-trading:
Derivative instrument not used for
hedging
Forward exchange contracts
Foreign exchange swap contracts
March 31,
2018
$ 62,346
86,955
2,142
$
151,443
March 31,
2018

$ (91,915)
(3,796)
$
(95,711)
December 31,
2017
March 31,
2017
125,940
86,437
15,211
32,006
141,151
118,443
December 31,
2017
March 31,
2017
(69,167)
(65,027)
(33,940)
(33,270)
(103,107)
(98,297)

(ii) The Group held the following derivative instruments as held-for trading financial assets, without the application of hedge accounting, were classified as mandatorily measured at fair value through profit or loss as of March 31, 2018 and held-for-trading financial instruments as of December 31 and March 31, 2017:

(Continued)

24

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

March 31, 2018
Derivative financial
instruments
Nominal amount
(inthousands)
Maturity date
Predetermined
rate
April 2, 2018~
August 7, 2018
28.755~29.689
April 2, 2018~
May 30, 2018
29.046~29.337
April 9, 2018~
July 19, 2018
6.2821~6.6085
April 16 2018~
July 11, 2018
28.896~29.708
Forward exchange contracts
buy USD / sell TWD
Forward exchange contracts
buy TWD / sell USD
Forward exchange contracts
buy CNY/ sell USD
Foreign exchange swap contracts
swap in TWD / swap out USD
USD 530,000
USD 109,000
USD
99,300
USD 339,000
December 31, 2017 Maturity date
Predetermined
rate
January 4, 2018~
June 26, 2018
29.437~30.021
January 4, 2018~
March 26, 2018
29.792~30.328
January 19, 2018~
April 19, 2018
6.6085~6.6677
January 19, 2018~
April 19, 2018
6.5475~6.6875
January 12, 2018~
February 9, 2018
30.052~30.232
January 5, 2018~
June 26, 2018
29.583~30.0155
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
Derivative financial
instruments
Nominal amount
(inthousands)
Forward exchange contracts
buy USD / sell TWD
Forward exchange contracts
buy TWD / sell USD
Forward exchange contracts
buy USD / sell CNY
Forward exchange contracts
buy CNY/ sell USD
Foreign exchange swap contracts
swap in USD/ swap out TWD
Foreign exchange swap contracts
swap in TWD / swap out USD
USD 299,000
USD 276,500
USD
75,000
USD
66,000
USD 103,500
USD 116,000
March 31, 2017
Derivative financial
instruments
Nominal amount
(inthousands)
Forward exchange contracts
buy USD / sell TWD
Forward exchange contracts
buy TWD / sell USD
Foreign exchange swap contracts
swap in USD / swap out TWD
Forward exchange contracts
swap in TWD / swap out USD
USD 194,000
USD 153,200
USD
20,000
USD
80,300

(Continued)

25

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

(c) Financial assets at FVOCI

Equity investments at FVOCI
Stocks listed in domestic markets–Global TEK
Stocks unlisted in domestic markets–WK Technology Fund IV Ltd.
Stocks unlisted in domestic markets–Green Rich Technology Co.,
Ltd.
Stocks unlisted in domestic markets–Changing Information
Technology Inc.
Stocks unlisted in domestic markets–Syntronix Corp.
Equities unlisted in foreign markets–Grove Ventures L.P. (USD 550
thousand)
Stocks unlisted in foreign markets–WK Global Investment III Ltd.
(USD 193 thousand)
Total
March 31,
2018
$ 360,905
2,004
2,000
2,102
49
16,016
5,606
$
388,682

(i) The Group designated the investments above as equity securities as at FVOCI because these equity securities represent those investments that the Group intends to hold for long-term for strategic purposes and not for sale. These investments were classified as available-for-sale financial assets as of December 31 and March 31, 2017.

No strategic investments were disposed in the three months ended March 31, 2018, and there were no transfers of any cumulative gain or loss within equity relating to these investments.

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

(d) Available-for-sale financial assets

December 31, December 31, March 31,
2017 2017
Stocks listed in domestic markets $ - 496,404
Stocks unlisted in domestic markets 380,835 382,517
Stocks unlisted in foreign markets 22,162 31,549
$ 402,997 910,470

(i) These investments were classified as financial assets at FVOCI as of March 31, 2018. Please refer to note 6(c).

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

(Continued)

26

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

  • (e) Notes and accounts receivable (including related parties)
Notes receivable
Accounts receivable
Accounts receivable – related parties
Less: allowance for doubtful accounts
allowance for sales returns and discounts
Total
March 31,
2018
$ 232,125
8,841,932
99,125
(124,531)
-
$
9,048,651
December 31,
2017
March 31,
2017
175,324
114,869
13,019,199
10,145,830
105,911
69,223
(127,640)
(89,204)
(52,676)
(50,206)
13,120,118
10,190,512

(i) The Group did not provide any of the aforementioned notes and accounts receivable (including related parties) as collateral.

  • (ii) The Group applies the simplified approach to provide for its ECL, the use of lifetime ECL provision for all notes and accounts receivables, on March 31, 2018. To measure the ECL, notes and accounts receivable have been grouped based on shared credit risk characteristics and customer’s ability to pay all the amounts due based on the terms of the contract as well as incorporated forward looking information. The ECL allowance provision analysis as of March 31, 2018 was as follows:
Current
Past due 0 to 30 days
Past due 31 to 60 days
Past due 61 to 90 days
Past due 91 to 180 days
Past due 181 to 360 days
More than 361 days past due
Carrying
amounts of notes
and accounts
receivable
(including
related parties)
$ 8,474,025
329,782
47,111
81,572
61,701
1,411
177,580
$
9,173,182
Lifetime
ECL rate
Loss allowance
provision of
lifetime ECL
0%
-
3%
9,745
1%
479
9%
7,430
15%
9,210
1%
17
55%
97,650
124,531

(Continued)

27

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

(iii) As of December 31 and March 31, 2017, the Group applies the incurred loss model to consider the loss allowance provision of notes and accounts receivable, and the aging analysis of notes and accounts receivable, which were past due but not impaired, was as follows:

Past due 0 to 30 days
Past due 31 to 90 days
Past due 91 to 180 days
Past due 181 to 360 days
More than 361 days past due
December 31,
2017
March 31,
2017
$ 827,739
702,674
62,006
14,771
9,641
196,806
2,218
989
91,632
-
$
993,236
915,240

(iv) The movement in the allowance for notes and accounts receivable was as follows:

Balance on January 1, 2018 and 2017 per IAS 39
Adjustment on initial application of IFRS 9
Balance on January 1, 2018 per IFRS 9
Impairment losses recognized (reversed)
Effect of exchange rate changes
Balance on March 31, 2018 and 2017
For the three
months ended
March, 2018
$ 127,640
-
127,640
12
(3,121)
$
124,531
For the three months ended
March, 2017
Individually
assessed
impairment
Collectively
assessed
impairment
-
99,936
-
(4,823)
-
(5,909)
-
89,204
  • (v) 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, 2018, December 31 and March 31, 2017, the details of transferred accounts receivable which conformed to the criteria for derecognition were as follows:

(Continued)

28

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

March 31, 2018
Buyer
Mega International
Commercial Bank
HSBC Bank
Bank of Taiwan
EnTie Bank
Amount sold
NT$
$ -
-
-
129,419
$
129,419
Credit
facilities
US$ (expressed
in thousand)
15,000
45,000
29,250
9,000
98,250
Cash received
in advance
NT$
Interest
rate
Guarantee
(promissory note)
expressed in
thousands
-
-
US$ 3,750
-
-
US$ 13,500
-
-
NT$ 210,000
-
-
-
-
December 31, 2017
Amount
derecognized
NT$
Amount not
received
NT$
-
-
-
-
-
-
-
129,419
-
129,419
Buyer
Mega International
Commercial Bank
HSBC Bank
Bank of Taiwan
EnTie Bank
Credit
facilities
US$ (expressed
in thousand)
15,000
45,000
29,250
7,000
96,250
Cash received
in advance
NT$
Interest
rate
Guarantee
(promissory note)
expressed in
thousands
-
-
US$ 3,750
-
-
US$ 13,500
-
-
NT$ 210,000
-
-
-
-
March 31, 2017
Amount
derecognized
NT$
Amount not
received
NT$
-
-
-
-
-
-
-
81,751
-
81,751
Buyer
Mega International
Commercial Bank
HSBC Bank
Bank of Taiwan
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$
-
-
-
-
-
-
-
-

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

(f) Inventories

Raw materials
Semi-finished goods and work in process
Finished goods and merchandise
March 31,
2018
$ 1,858,368
1,287,881
2,867,006
$
6,013,255
December 31,
2017
March 31,
2017
1,797,211
1,266,667
1,351,885
1,291,194
3,641,997
2,839,425
6,791,093
5,397,286

(Continued)

29

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

The Group did not provide any of the aforementioned inventories as collateral. The Group recognized the following items as cost of goods sold:

nized the following items as cost of goods sold:
For the three months ended March 31
2018 2017
Losses on inventory valuation $ (22,283) (48,066)
Unallocated manufacturing overhead resulting from
the actual production being lower than the normal
capacity (16,661) (35,906)
Losse on disposal of inventories - (19,545)
Gains on physical inventories 1,556 1,832
$ (37,388) (101,685)

(g) Investments accounted for using equity method

The Group’s investments accounted for using the equity method are individually insignificant. The related information included in the consolidated financial statements was as follows:

Carrying amount of individually insignificant
associates’ equity
Attributable to the Group:
Profit
Other comprehensive income
Comprehensive income
March 31,
2018
December 31,
2017
March 31,
2017
$
1,430,935
-
-
For the three months ended
March 31
2018
2017
$ 2,361
-
-
-
$
2,361
-
March 31,
2018
December 31,
2017
March 31,
2017
$
1,430,935
-
-
For the three months ended
March 31
2018
2017
$ 2,361
-
-
-
$
2,361
-
March 31,
2018
December 31,
2017
March 31,
2017
$
1,430,935
-
-
For the three months ended
March 31
2018
2017
$ 2,361
-
-
-
$
2,361
-
2018
2017
$ 2,361
-
-
-
$
2,361
-

In order to expand the business scale and strengthen the Company’s competitiveness in the market, the Group acquire 37% shares of Belfast Limited, a company that engages in the manufacturing of electric power steering system and adaptive front lighting system, with amount of USD$48,100 by participating in its capital increase by cash, and purchasing its outstanding shares, and obtain significant influence over Belfast Limited in January 2018.

Investments accounted for by the equity method and the share of profit or loss and other comprehensive income of those investments were calculated based on the financial statements that have not been reviewed.

(Continued)

30

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

(h) Acquisition of subsidiaries

Based on the resolution approved during the board of directors’ meeting of TWEL, one of the main subsidiaries of the Company, held on March 13, 2017, acquired all shares of Bang & Olufsen s.r.o.(renamed as TYM Acoustic Europe after merger) amounting to EUR$18,000 through TYM Acoustic HK. Through this transaction, the Company will establish the market for its audio products in Europe, strengthen the cooperation with its clients and expand its technique, manufacturing process and global market. The purchase agreement was settled on June 1, 2017.

(i) Consideration transferred

According to the share purchase agreement, the consideration transferred was EUR$18,000. As of December 31, 2017, TYM Acoustic HK deposited EUR$1,500 in Escrow Account based on the share purchase agreement.

The seller raised an objection against the net assets of TYM Acoustic Europe on July 31, 2017. Both the seller and the Group resolved that TYM Acoustic Europe should pay an additional amount of $40,689 (EUR$1,139) to the seller on September 5, 2017.

(ii) Obtaining control

The Company indirectly holds 66.44% of TYM Acoustic Europe’s shares through TWEL. The Company has included TYM Acoustic Europe in its consolidated financial statements since the settlement date.

  • (iii) According to IFRSs, the fair value of net assets acquired should be measured on the acquisition date. Therefore, the Company evaluated the fair value and useful lives of intangible assets at the time of acquisition. As of the reporting date, the Company had engaged experts to evaluate the fair value of identifiable net assets, and based on the analysis results, the fair value of consideration transferred, assets acquired, and liabilities assumed at the date of acquisition were as follows:
Items
Consideration transferred
Cash
Fair value of identifiable assets acquired and liabilities assumed
Cash acquired
Accounts receivable
Other receivables
Inventories
Other current assets
Property, plant and equipment
Other non-current assets
Accounts payable
Other payables
Other current liabilities
Identifiable net assets
Goodwill
Amount
$ 653,796
7,158
402,115
5,592
411,816
8,813
33,358
935
(313,464)
(14,238)
(73,092)
468,993
$
184,803

(Continued)

31

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

(i) 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,
2018
December 31,
2017
March 31,
2017
%
33.56
%
33.56
%
30
March 31,
2018
%
33.56

The following information on 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.

TWEL and its subsidiaries:

March 31,
2018

Current assets
$ 6,618,907
Non-current assets
3,442,791
Current liabilities
(5,172,271)
Non-current liabilities
(129,897)
Net assets
$
4,759,530
Non-controlling interests
$
1,597,298
Operating revenue

Profit

Other comprehensive income
Comprehensive income

Profit attributable to non-controlling interests

Comprehensive income attributable to non-controlling
interests
December 31,
2017
March 31,
2017
10,455,985
4,364,113
3,479,864
3,299,077
(9,105,990)
(3,268,643)
(72,344)
(225,418)
4,757,515
4,169,129
1,596,530
1,250,739
For the three months ended
March 31
2018
2017
$
3,804,004
2,877,049
$ (19,557)
112,785
19,818
(93,708)
$
261
19,077
$
(6,563)
33,836
$
88
5,724

(Continued)

32

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

Cash flows from operating activities

Cash flows from investing activities
Cash flows from financing activities
Effect of exchange rate changes
Net increase (decrease) in cash and cash equivalents

Dividends paid to non-controlling interests
For the three months ended
March 31
2018
2017
$ (298,551)
400,325
(43,868)
(63,294)
(241,039)
(691)
34,229
(65,493)
$
(549,229)
270,847
$
-
-

(j) 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, 2018 and 2017, were as follows:

Cost or deemed cost:
Balance on January 1, 2018
Additions
Disposals
Reclassifications
Effect of exchange rate changes
Balance on March 31, 2018
Balance on January 1, 2017
Additions
Disposals
Disposal of subsidiaries
Effect of exchange rate changes
Balance on March 31, 2017
Depreciation and impairments loss:
Balance on January 1, 2018
Depreciation
Disposals
Reclassifications
Effect of exchange rate changes
Balance on March 31, 2018
Balance on January 1, 2017
Depreciation
Disposals
Reclassifications
Effect of exchange rate changes
Balance on March 31, 2017
Land
$ 134,701
-
-
-
-
$
134,701
$ 134,701
-
-
-
-
$
134,701
$ -
-
-
-
-
$
-
$ -
-
-
-
-
$
-
Buildings,
leasehold
improvement,
and additional
equipment
3,809,364
37,221
(33,799)
15,294
48,313
3,876,393
3,802,758
22,149
(1,771)
39,601
(194,144)
3,668,593
1,830,962
54,446
(33,799)
49
23,327
1,874,985
1,731,111
55,820
(1,771)
-
(88,670)
1,696,490
Machinery
and
equipment
6,024,654
36,420
(42,839)
39,419
83,400
6,141,054
5,672,304
140,500
(61,396)
99,245
(318,819)
5,531,834
4,311,178
262,019
(37,053)
(12,923)
61,709
4,584,930
3,632,382
254,841
(59,660)
(152)
(209,984)
3,617,427
Office and
other
equipment
597,200
12,027
(6,550)
14,858
7,407
624,942
510,457
9,252
(3,695)
2,179
(27,474)
490,719
399,884
16,700
(6,441)
3,511
5,099
418,753
383,934
13,329
(3,778)
(58)
(21,206)
372,221
Construction
in progress
and testing
equipment
413,789
156,943
-
(75,208)
6,080
501,604
347,678
57,028
-
(156,014)
(16,801)
231,891
-
-
-
-
-
-
-
-
-
-
-
-
Government
grants
Total
(2,284)
10,977,424
-
242,611
-
(83,188)
-
(5,637)
(32)
145,168
(2,316)
11,276,378
(16,286)
10,451,612
-
228,929
-
(66,862)
-
(14,989)
897
(556,341)
(15,389)
10,042,349
(2,284)
6,539,740
-
333,165
-
(77,293)
-
(9,363)
(32)
90,103
(2,316)
6,876,352
(13,237)
5,734,190
(1,226)
322,764
-
(65,209)
-
(210)
765
(319,095)
(13,698)
5,672,440

(Continued)

33

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

Carrying amounts:
Balance on January 1, 2018
Balance on March 31, 2018
Balance on January 1, 2017
Balance on March 31, 2017
Land
$
134,701
$
134,701
$
134,701
$
134,701
Buildings,
leasehold
improvement,
and additional
equipment
1,978,402
2,001,408
2,071,647
1,972,103
Machinery
and
equipment
1,713,476
1,556,124
2,039,922
1,914,407
Office and
other
equipment
197,316
206,189
126,523
118,498
Construction
in progress
and testing
equipment
413,789
501,604
347,678
231,891
Government
grants
Total
-
4,437,684
-
4,400,026
(3,049)
4,717,422
(1,691)
4,369,909
  • (i) The unamortized deferred revenue of equipment subsidy amounted to $808,207, $946,180 and $1,209,931 as of March 31, 2018, December 31, 2017 and March 31, 2017 respectively.

  • (ii) The Group did not provide any of the aforementioned property, plant and equipment as collateral.

  • (k) Investment property

Carrying amounts:
Balance on January 1, 2018
Balance on March 31, 2018
Balance on January 1, 2017
Balance on March 31, 2017
Land
$
16,249
$
16,249
$
16,249
$
16,249
Buildings and
other
equipment
Total
18,965
35,214
18,849
35,098
19,428
35,677
19,312
35,561
  • (i) The were no significant additions, disposal, or recognition and reversal of impairment losses of investment property for the three months ended March 31, 2018 and 2017. Please refer to Note 6(j) of the consolidated financial statements for the year ended December 31, 2017 for other further information.

  • (ii) The fair value of the investment property was not significantly different from those disclosed in the Note 6(j) of the consolidated financial statements for the year ended December 31, 2017.

  • (iii) The Group did not provide any of the aforementioned investment property as collateral.

(Continued)

34

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

(l) Intangible assets

The carrying amounts of the intangible assets of the Group for the three months ended March 31, 2018 and 2017, were as follows:

Carrying amounts:
Balance on January 1, 2018
Balance on March 31, 2018
Balance on January 1, 2017
Balance on March 31, 2017
Goodwill Customer
Relationships
433,019
415,049
504,899
486,929
Technology Trademarks,
Patents and
Copyrights
Total
19,080
2,730,188
17,881
2,702,707
23,864
2,673,670
22,652
2,644,006
$
2,025,495
$
2,027,665
$
1,850,383
$
1,850,383
252,594
242,112
294,524
284,042
  • (i) There were no significant additions, disposal, or recognition and the reversal of impairment losses of intangible assets for the three months ended March 31, 2018 and 2017. Please refer to Note 6(k) of the consolidated financial statements for the year ended December 31, 2017 for other further information.

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

(m) Short-term borrowings

The details were as follows:

Unsecured bank loans
Unused credit lines
Annual interest rates
March 31,
2018
$
764,953
$
18,189,297
1.20%~2.93%
December 31,
2017
March 31,
2017
995,638
-
17,453,299
14,790,839
0.97%~4.96%
1.09%~1.43%
  • (n) Long-term borrowings

March 31, 2018

Unsecured bank loans
Less: current portion
Unused credit lines
Currency Annual interest
rate
Maturity year
Amount
2020
$ 111,112
(55,556)
$
55,556
$
-
TWD 1.35%~1.48%

(Continued)

35

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

Unsecured bank loans
Less: current portion
Unused credit lines
Unsecured bank loans
Less: current portion
Unused credit lines
December 31, 2017
Annual interest
rate
Maturity year
Amount
1.19%~1.48%
2018~2020
$ 218,888
(135,555)
$
83,333
$
-
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
Currency Annual interest
rate
TWD 1.19~1.48%
  • (i) Pursuant to the loan agreements with CTBC Bank, the Company has to maintain the following financial ratios calculated based on the Company’ s semi-annual audited (reviewed) consolidated financial statements. The financial covenants include (1) a current ratio of not less than 100%; (2) a financial debt ratio of not greater than 75%; (3) an interest coverage ratio of not less than 400%; and (4) stockholders’ equity of not less than $4,000,000. If the Company violates the financial covenants, the banks have the right to charge a default penalty or to require the Company to improve its financial ratios.

The Company has already paid the bank loans back to CTBC Bank in January 2018.

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

  • (o) Operating lease

  • (i) Lessee

Non-cancellable operating lease rentals payable were as follows:

Less than one year
Between one and five years
More than five years
March 31,
2018
$ 268,897
465,371
457,431
$
1,191,699
December 31,
2017
March 31,
2017
299,316
219,463
489,361
317,263
461,370
212,913
1,250,047
749,639

The Group leases a number of offices and warehouses and pieces of equipment under operating leases. The lease terms are between 1 and 18 years.

(Continued)

36

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

(ii) Lessor

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

Less than one year
Between one and five years
March 31,
2018
$ 1,297
275
$
1,572
December 31,
2017
March 31,
2017
1,484
707
-
-
1,484
707
  • (p) Employee benefits

  • (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 period was measured and disclosed according to the actuarial report as of December 31, 2017 and 2016.

(ii) Defined contribution plans

The Company contribute the pension cost on the defined contribution plans to the labor pension 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 and recorded them as operating costs and operating expenses.
Defined benefit plans
Defined contribution plans
Total
For the three months ended March 31
2018
2017
$ 428
501
87,185
83,706
$
87,613
84,207

(q) Income taxes

  • (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.

According to the amendments to the “Income Tax Act” enacted by the office of the President of the Republic of China (Taiwan) on February 7, 2018, an increase in the corporate income

tax rate from 17% to 20% is applicable upon filing the corporate income tax return commencing with 2018. The Company reflects the change in the tax rate by an adjustment of deferred income tax benefit $19,199 to the estimated annual effective income tax rate.

(Continued)

37

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

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

The details of the Group’s income tax expenses were as follows:
Income tax expense
For the three months ended March 31
2018
2017
$
106,934
137,735
  • (iii) There were no income tax recognized in equity or other comprehensive income.

  • (iv) Except for 2014, the Company’s income tax returns have been examined by the tax authority through the years to 2015.

(r) 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, 2018 and 2017. For the related information, please refer to note 6(q) of the consolidated financial statements for the year ended December 31, 2017.

(i) Ordinary shares

As of March 31, 2018, December 31 and March 31, 2017, the nominal ordinary shares amounted to $5,500,000. Par value of each share is $10 (dollars), which means in total there were 550,000 thousand authorized common shares, of which 446,916, 445,688 and 444,754 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
Balance on March 31
Ordinary shares
(in thousands of shares)
For the three months ended March 31
2018
2017
445,688
442,134
128
170
1,100
2,450
446,916
444,754

(Continued)

38

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

(ii) Capital surplus

The balances of capital surplus were as follows:

Additional paid-in capital
Employee stock options
Restricted employee stock options
Long-term investment
March 31,
2018
$ 584,584
234,002
182,606
303,000
$
1,304,192
December 31,
2017
March 31,
2017
545,657
522,237
233,624
228,500
150,209
131,679
303,000
-
1,232,490
882,416

(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.

On March 13, 2018, the board of directors’ meeting resolved to appropriate the 2017 earnings. On May 25, 2017, the shareholders’ meeting resolved to distribute the 2016 earnings. The distributions were NT$3.2 and 2.5 (dollars) per share, which amounted to $1,430,068 and $1,111,886, respectively.

(s) Share-based payment

Except for the following disclosure, there were no significant changes for share-based payment for the three months ended March 31, 2018 and 2017. Please refer to note 6(r) of the consolidated financial statements for the year ended December 31, 2017 for further information.

After the shareholders’ meeting on May 25, 2017, the Company decided to issue 2,000 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 1,100 thousand shares on January 31, 2018.

As of March 31, 2018, the arrangements of the Group for share-based payment were as follows:

(i) Employee stock options and share-based payment

(Continued)

39

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

  • 1) The related information on compensatory employee stock option plans was as follows:
Outstanding on January 1
Granted during the year
Forfeited during the year
Exercised during the year
Expired during the year
Outstanding on March 31
Exercisable on March 31
For the three months ended March 31
2018
2017
Weighted-
average
exercise
price
Stock
options
(in
thousands)
Weighted-
average
exercise
price
Stock
options
(in
thousands)
-
-
22.16
957
-
-
-
-
-
-
-
-
-
-
25.20
(75)
-
-
-
-
-
-
21.90
882
-
-
21.90
882
2018
Weighted-
average
exercise
price
Stock
options
(in
thousands)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Weighted-
average
exercise
price
-
-
-
-
-
-
-

2) As of March 31, 2018 and December 31 and March 31 2017, 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,
2018
-
-
-
-
-
December 31,
2017
March 31,
2017
-
-
-
211
-
-
-
671
-
882
  • 3) The related information on compensatory employee stock option plans of the Group was as follows:
Outstanding on January 1
Granted during the year
Forfeited during the year
Exercised during the year
Expired during the year
Outstanding on March 31
Exercisable on March 31
For the three months ended March 31 For the three months ended March 31
2018
Weighted-
average
exercise price
Stock options
(in thousands)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2017
Weighted-
average
exercise price
-
-
-
-
-
-
-
Weighted-
average
exercise price
Stock options
(in thousands)
18.27
3,308
-
-
-
-
-
-
-
-
18.27
3,308
-
-

(Continued)

40

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

(ii) Restricted stock

1) As of March 31, 2018, 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)
February 24,
2015
August 18,
2015
43.70
38.40
Free grants
Free grants
1,225
1,775
1~3years
(note 2 and 3)
1~3 years
(note 2)
Plan 3 (note 1)
Plan 4 (note 1)
February 13,
2017
September 7,
2017
February 8,
2018
45.80
75.40
76.70
Free grants
Free grants
Free grants
2,450
550
1,100
1~3 years
(note 2)
1~3 years
(note 2)
1~3 years
(note 2)
  • Note 1: Plan 1 –After the stockholders’ meeting on June 25, 2013, the Company decided to issue shares of restricted stock to those full-time employees who meet the Company’s requirements. The restricted stock has been registered with and approved by the Securities and Futures Bureau of the FSC. The board of directors’ meeting resolved to issue 1,450 thousand shares, 186 thousand shares, 135 thousand shares, and 220 thousand shares on August 13 and November 12, 2013, and January 22 and June 27, 2014, respectively.

  • Plan 2 –After the stockholders’ meeting on June 24, 2014, the Company decided to issue shares of restricted stock to those full-time employees who meet the Company’s requirements. The restricted stock has been registered with and approved by the Securities and Futures Bureau of the FSC. The board of directors’ meeting resolved to issue 1,225 thousand shares and 1,775 thousand shares on January 28 and August 13, 2015, respectively.

  • Plan 3 –After the shareholders’ meeting on June 20, 2016, the Company decided to issue shares of restricted stock to those full-time employees who meet the Company’s requirements. The restricted stock has been registered with and approved by the Securities and Futures Bureau of the FSC. The board of directors’ meeting resolved to issue 2,450 thousand shares and 550 thousand shares on January 23 and August 10, 2017, respectively.

  • Plan 4 –After the shareholders’ meeting on May 25, 2017, 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 1,100 thousand shares on January 31, 2018.

  • 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.

(Continued)

41

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

  • Note 3: If the employees continue to provide service to the Company and meet the prior year’s performance indicator, 50% of the restricted stock shall be vested in year 1 after the grant date, and the remaining 50% shall be vested in year 2 after the grant date.

  • Note 4: If the employees continue to provide service to the Company and meet the prior year’s performance indicator, the restricted stock shall be vested in year 1 after the grant date.

The restricted stock is kept by a trust, which is appointed by the Company, before it is vested. These shares shall not be sold, pledged, transferred, gifted, or, by any other means, disposed of to third parties during the custody period. The voting rights of these shares are executed by the custodian, and the custodian will act based on law and regulations. If the shares remain unvested after the vesting period, the Company will cancel the unvested shares thereafter.

  • 2) The related information on restricted stock of the Company was as follows:
(Thousand shares)
Outstanding on January 1
Granted during the year
Forfeited during the year
Vesting during the year
Expired during the year
Outstanding on March 31
For the three months ended March 31
2018
2017
3,934
1,771
1,100
2,450
-
-
(1,027)
(289)
(101)
-
3,906
3,932

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

Expenses attributable to employee stock options
Restricted stock
Total
Salaries payable:
Current
For the three months ended March 31
2018
2017
$ 2,027
937
27,275
12,182
$
29,302
13,119
$
-
1,938

(Continued)

42

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

(t) Earnings per share

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

(i) Basic earnings per share

Profit attributable to owners of parent
Weighted-average number of ordinary shares
(thousand shares)
Basic earnings per share (NT dollars)
(ii)
Diluted earnings per share
Profit attributable to owners of parent
Weighted-average number of ordinary shares
(diluted)
(thousand shares)
Diluted earnings per share (NT dollars)
Weighted-average number of ordinary shares on
March 31 (basic)
Exercise of employee stock options
Estimated effect of employee stock bonuses
Effect of restricted stock
Weighted-average number of ordinary shares on
March 31 (diluted)
For the three months ended March 31
2018
2017
For the three months ended March 31
2018
2017
2018
$
352,493
418,436
442,384
440,499
$
0.80
0.95
For the three months ended March 31
2018
2017
$
352,493
418,436
445,183
444,049
$
0.79
0.94
For the three months ended March 31
2018
2017
442,384
440,499
59
508
867
1,869
1,873
1,173
445,183
444,049

(Continued)

43

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

(u) Revenue from contracts with customers

(i) Disaggregation of revenue

Goods sold
Service rendered
Mainland China
Americas
Other
For the three months ended March 31, 2018
Computer
Peripherals

For details on revenue for the three months ended March 31, 2017, please refer to note 6(v).

  • (ii) Contract balances
Notes and accounts receivable (including related
parties)
Less: allowance for impairment
March 31, 2018
January 1, 2018
$ 9,173,182
13,300,434
(124,531)
(127,640)
$
9,048,651
13,172,794

For details on accounts receivable and allowance for impairment, please refer to note 6(e).

  • (v) Operating revenue

The details of operating revenue for the three months ended March 31, 2017, was as follows:

Goods sold
Services rendered
Total
For the three
months ended
March 31, 2017
$ 12,589,535
291,649
$
12,881,184

(Continued)

44

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

(w) 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 for the three months ended March 31, 2018 and 2017, were as follows:

2017, were as follows:
Employee remuneration
Directors’ remuneration
For the three months ended March 31
2018
2017
$ 12,555
17,215
6,411
8,611
$
18,966
25,826

The estimated amounts mentioned above are calculated based on the net profit before tax, excluding the remuneration to employees, directors and supervisors of each period, multiplied by the percentage of remuneration to employees, directors and supervisors as specified in the Company’s articles. These remunerations were expensed under operating costs or operating expenses during each period. The differences between the amounts distributed and those accrued in the financial statements, if any, are accounted for as changes in accounting estimate 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 2017 and 2016 were as follows:

Employee remuneration–Stock
Employee remuneration–Cash
Director’s remuneration
Employee remuneration–Stock
Employee remuneration–Cash
Director’s remuneration
2017
Actual
earnings
distributed
Accrued in
the financial
statement
Difference
$ -
-
-
68,260
68,182
(78)
34,000
34,094
94
2016
Actual
earnings
distributed
Accrued in
the financial
statement
Difference
$ -
-
-
74,000
74,000
-
36,800
36,803
3

The differences were accounted for as changes in accounting estimates and recognized as profit or loss in the year 2018 and 2017. 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.

(Continued)

45

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

(x) Other income

The details of other income was as follows:

Interest revenue of cash in banks

Rent revenue
Other
For the three months ended March 31
2018
2017
$ 35,384
48,459
414
1,750
339
516
$
36,137
50,725

(y) Other gains and losses

The details of other gains and losses were as follows:

Net gains on financial assets/liabilities measured at FVTPL

Foreign currency exchange gains (losses), net
Net losses on disposal of property, plant and equipment
Other
For the three months ended March 31
2018
2017
$ 64,288
25,036
34,096
(25,800)
(4,084)
(1,315)
83,290
18,986
$
177,590
16,907

(z) Financial instruments

(i) Liquidity risk

The following table shows the contractual maturities of financial liabilities, including estimated interest payments:

Carrying
amount
March 31, 2018
Non-derivative financial liabilities:
Short-term borrowings
$ 764,953
Notes and accounts payable
10,831,878
Other payables
1,121,121
Refund liabilities
977,239
Long-term borrowings
111,112
Guarantee deposits
221,566
Derivative financial liabilities:
95,711
Outflow
-
Inflow
-
$
14,123,580
Contractual
cash flows
765,388
10,831,878
1,121,121
977,239
112,784
221,566
-
2,042,816
(1,941,466)
14,131,326
Within 6
months
765,388
10,831,878
1,121,121
977,239
28,477
-
-
2,042,816
(1,941,466)
13,825,453
6~12
months
-
-
-
-
28,289
-
-
-
-
28,289
1~2 years
-
-
-
-
56,018
-
-
-
-
56,018
2~5 years
Over 5
years
-
-
-
-
-
-
-
-
-
-
-
221,56
-
-
-
-
-
-
-
221,56

(Continued)

46

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

Carrying
amount
December 31, 2017
Non-derivative financial liabilities:
Short-term borrowings
$ 995,638
Notes and accounts payable
16,350,178
Other payables
2,858,327
Long-term borrowings
218,888
Guarantee deposits
174,167
Derivative financial liabilities:
103,107
Outflow
-
Inflow
-
$
20,700,305
March 31, 2017
Non-derivative financial liabilities:
Notes and accounts payable
$ 11,267,072
Other payables
2,341,027
Long-term borrowings
326,667
Guarantee deposits
166,036
Derivative financial liabilities:
98,297
Outflow
-
Inflow
-
$
14,199,099
Contractual
cash flows
997,078
16,350,178
2,858,327
221,752
174,167
-
3,187,373
(3,089,268)
20,699,607
11,267,072
2,341,027
332,371
166,036
-
2,545,108
(2,444,943)
14,206,671
Within 6
months
997,078
16,350,178
2,858,327
108,721
-
-
3,187,373
(3,089,268)
20,412,409
11,267,072
2,341,027
110,089
-
-
2,545,108
(2,444,943)
13,818,353
6~12
months
-
-
-
28,532
-
-
-
-
28,532
-
-
109,024
-
-
-
-
109,024
1~2 years
-
-
-
56,677
-
-
-
-
56,677
-
-
57,051
-
-
-
-
57,051
2~5 years
Over 5
years
-
-
-
-
-
-
27,822
-
-
174,167
-
-
-
-
-
-
27,822
174,167
-
-
-
-
56,207
-
-
166,036
-
-
-
-
-
-
56,207
166,036

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

(ii) 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
USD:EUR
inancial liabilities
Monetary items
USD:CNY
USD:HKD
USD:TWD
USD:EUR
M arch 31, 201 8 Dec ember 31, 20 17
TWD
15,790,922
7,828,236
10,784,026
598,060
12,323,269
7,752,673
10,301,737
214,983
M arch 31, 2017
Foreign
currency
$ 392,740
145,842
234,544
31,698
279,196
152,369
281,588
7,035
Exchange
rate
6.288
7.848
29.120
0.8130
6.288
7.848
29.120
0.813
TWD Foreign
currency
529,047
262,270
361,298
20,037
412,867
259,738
345,140
7,203
Exchange
rate
6.534
7.817
29.848
0.838
6.534
7.817
29.848
0.838
Foreign
currency
285,900
94,684
314,644
-
280,351
80,803
266,401
-
Exchange
rate
TWD
6.899
8,673,062
7.772
2,872,334
30.336
9,545,040
-
-
6.899
8,504,728
7.772
2,451,240
30.336
8,081,541
-
-
11,436,579
4,246,931
6,829,928
923,046
8,130,193
4,436,991
8,199,855
204,859





F




(Continued)

47

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

2) Sensitivity analysis

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, derivative financial instruments, 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, HKD and EUR against the USD as of March 31, 2018 and 2017, would have increased or decreased the profit before tax by $123,227 and $102,646 for the three months ended March 31, 2018 and 2017, respectively. The analysis is performed on the same basis for both periods.

Since the Group has many kinds of functional currency, the information on foreign exchange gain (loss) on monetary items is disclosed by total amount. For the three months ended March 31, 2018 and 2017, foreign exchange gain (loss) (including realized and unrealized portions) amounted to gain $34,096 and loss $25,800, respectively.

(iii) Interest rate analysis

Please refer to the note 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 nonderivative financial instruments on the reporting date. Regarding assets and liabilities with variable interest rates, the analysis is based on the assumption that the amounts of liabilities outstanding at the reporting date was outstanding throughout the year. The rate of change is expressed as the interest rate increases or decreases by 0.25% when reporting to management internally, which also represents the Group management’ s assessment of the reasonably possible interest rate change.

If the interest rate had increased or decreased by 0.25%, and assumed all other variables remain constant the profit before tax would have increased or decreased by $2,278 and $2,846 for the three months ended March 31, 2018 and 2017, respectively. This is mainly due to borrowings and bank savings with variable interest rates.

(iv) Other price risk:

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:

Price of securities at the reporting date
Increasing 10%
Decreasing 10%
For the three months ended March 31
2018
2017
Other
comprehensive
income before tax
Other
comprehensive
income before tax
$ 36,091
49,640
$ (36,091)
(49,640)

(Continued)

48

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

(v) 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 :

March 31, 2018

Financial assets at FVTPL – current
Financial assets at FVOCI–
non-current
Financial assets measured at
amortized cost:
Cash and cash equivalents
Notes and accounts receivable
(including related parties)
Other receivables
Refundable deposits
Total
Financial liabilities at FVTPL–
current
Financial liabilities measured at
amortized cost
Borrowings
Notes and accounts payable
Other payables
Salaries payable
Refund liabilities
Guarantee deposits
Total
Carrying
amounts
$
151,443
$
388,682
$ 4,523,636
9,048,651
612,625
50,447
$
14,775,484
$
95,711
$ 876,065
10,831,878
2,092,312
487,871
977,239
221,566
$
15,582,642
Fair Value Fair Value
Level 1
-
360,905
-
Level 2
-
-
-
Level 3
Total
151,443
151,443
27,777
388,682
95,711
95,711

(Continued)

49

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

Financial assets at FVTPL–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 FVTPL –
current
Financial liabilities measured at
amortized cost
Borrowings
Notes and accounts payable
Other payables
Salaries payable
Guarantee deposits
Total
December 31, 2017 December 31, 2017 December 31, 2017
Carrying
amounts
$
141,151
$
402,997
$ 7,821,011
13,120,118
737,687
90,805
$
21,769,621
$
103,107
$ 1,214,526
16,350,178
3,991,128
1,105,153
174,167
$
22,835,152
Fair Value
Level 1
-
-
-
Level 2
-
-
-
Level 3
Total
141,151
141,151
402,997
402,997
103,107
103,107
Financial assets at FVTPL – 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 FVTPL
– current
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
$
98,297
Fair Value
Level 1
-
496,404
-
Level 2
-
-
-
Level 3
Total
118,443
118,443
414,066
910,470
98,297
98,297

(Continued)

50

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

March 31, 2017

Financial liabilities measured at
amortized cost
Borrowings
Notes and accounts payable
Other payables
Salaries payable
Guarantee deposits
Total
Carrying
amounts
$ 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
  • 2) Fair value valuation techniques for financial instruments measured at fair value

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

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

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

  • a) The fair value of derivative instruments is based on quoted prices. When quoted prices are unavailable, the fair value is estimated on the basis of the contract’s spot exchange rate and swap point.

  • b) Financial assets at FVOCI – non-current are investments in domestic or foreign non-listed stock. The fair value is based on the 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.

(Continued)

51

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

  • 3) Transfers between Level 1 and Level 3

The Group holds an investment in equity shares of Global TEK, which is classified as FVOCI (available-for-sale financial assets), with a fair value of $360,905, $374,680 and $370,500 on March 31, 2018, December 31 and March 31, 2017, respectively. The fair value of the investment was previously categorized as Level 3 on March 31, 2017. This was because the shares were not based on quoted market price and the fair value was based on the significant unobservable inputs. In February, 2018, Global TEK listed its equity shares on an exchange and they are currently actively traded in that market. Because the equity shares now have a published price quotation in an active market, the fair value measurement was transferred from Level 3 to Level 1 of the fair value hierarchy on March 31, 2018.

  • 4) Reconciliation of Level 3 fair values
For the three months ended March 31, 2018
FVTPL
FVOCI
(available-for-
sale financial
assets)
Total
Balance on January 1
$ 38,044
402,997
441,041
Recognized in profit or loss
64,288
-
64,288
Recognized in other
comprehensive income
-
(14,315)
(14,315)
Acquisition /disposal
(46,600)
-
(46,600)
Transfer out of Level 3
-
(360,905)
(360,905)
Balance on March 31
$
55,732
27,777
83,509
For the three months ended March 31, 2018 For the three months ended March 31, 2018 For the three months ended March 31, 2018 For the three months ended March 31, 2018 For the three months ended March 31,2017
FVTPL
Available
for sale
Total
(9,113)
301,397
292,284
20,146
-
20,146
-
91,624
91,624
9,113
21,045
30,158
-
-
-
20,146
414,066
434,212
For the three months ended March 31,2017
FVTPL
Available
for sale
Total
(9,113)
301,397
292,284
20,146
-
20,146
-
91,624
91,624
9,113
21,045
30,158
-
-
-
20,146
414,066
434,212
For the three months ended March 31,2017
FVTPL
Available
for sale
Total
(9,113)
301,397
292,284
20,146
-
20,146
-
91,624
91,624
9,113
21,045
30,158
-
-
-
20,146
414,066
434,212
FVTPL FVOCI
(available-for-
sale financial
assets)
Total Available
for sale
Total
301,397
292,284
-
20,146
91,624
91,624
21,045
30,158
-
-
414,066
434,212
  • 5) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement

The fair value measurements of the Group which are categorized within level 3 are classified as financial assets and liabilities at FVTPL – derivative financial instruments and financial assets at FVOCI (available-for-sale financial assets) – equity securities. The quantitative information about significant unobservable inputs was as follows:

Item
Financial assets at
FVOCI (Available-
for-sale financial
assets) – equity
investment without an
active market
Financial assets and
liabilities at FVTPL
Valuation
technique
(note 1)
(note 2)
Significant
unobservable inputs
Inter-relationships
between significant
unobservable inputs
and fair value
(note 1)
(note 1)
(note 2)
(note 2)

(Continued)

52

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

  • note 1: The fair value is based on the market value, and it has considered the recent financing activities, comparable business, market and other economic conditions etc., to determine the assumptions. Also, the significant unobservable inputs are marketability discount, but any changes of marketability discount would not result in significant potential financial impact, therefore there is no need to show the quantified information on it.

  • 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.

  • (aa) 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, 2017.

  • (ab) 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, 2017. Also, management believes that there were no significant changes in the Group’s capital management information as disclosed for the year ended December 31, 2017. Please refer to Note 6(aa) of the consolidated financial statements for the year ended December 31, 2017 for further details.

(7) Related-party transactions:

  • (a) 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 financial statements.

Name Relationship Specialty Technologies, LLC (Specialty) Substantive related party

  • (b) Significant transactions with related parties

  • (i) Sales

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

Other related parties Sales
For the three months ended March 31
Sales
For the three months ended March 31
Notes
March 31, 2018
99,125
and accounts receivable
For the three month December 31, 2017
March 31, 2017
105,911
69,223
2018
$
78,445
2017
53,211

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

(Continued)

53

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

(c) Key management personnel compensation

Key management personnel compensation comprised:

Short-term employee benefits
Post-employment benefits
Other long-term benefits
Termination benefits
Share-based payments
For the three months ended March 31
2018
2017
$ 49,367
49,061
2,887
-
-
-
-
-
13,859
11,034
$
66,113
60,095

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

(8) Pledged assets:

The carrying amounts of pledged assets were as follows:

Pledged assets
Other non-current assets –
restricted assets
Pledged to secure
Guarantee letters issued by bank
March 31,
2018
$
1,158
December 31,
2017
March 31,
2017
1,142
1,099

(9) Significant commitments and contingencies:

  • (a) The Group’s unused letters of credit for guarantee of purchasing materials and borrowings were as follows:
March 31,
2018
$
291,200
December 31,
2017
March 31,
2017
298,480
-
  • (b) For the detail of the Group’s guarantee, please refer to note 13.

  • (c) The following are savings accounts provided by the Group to the bank in order for the bank to issue a guarantee letter to customs and Power Supply Bureau as guarantee deposits and power supply guarantee, respectively.

Guarantee letters
March 31,
2018
$
249,645
December 31,
2017
March 31,
2017
173,837
182,267

(Continued)

54

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

  • (d) Guarantee notes provided as part of agreements with banks to sell accounts receivable and to acquire long-term borrowings were as follows:
Sales of accounts receivable
Long-term borrowings
March 31,
2018
$
712,320
$
400,000
December 31,
2017
March 31,
2017
724,878
2,683,368
880,000
880,000
(e) The aggregate unpaid amounts of contracts pertaining The aggregate unpaid amounts of contracts pertaining to the purchase of equipment to the purchase of equipment were as follows:
March 31, December 31, March 31,
2018 2017 2017
Property, plant and equipment $ 98,591 41,209 33,164

(f) The Group entered into lease agreements for its offices and warehouses. Please refer to note 6(o) for future rent payables.

(10) Losses due to major disasters: None

(11) Subsequent events: None

(12) Other:

A summary of employee benefit, depreciation, and amortization expenses by function, is as follows:

By function
By item
For the three months ended
March 31,2018
For the three months ended
March 31,2018
For the three months ended
March 31,2018
For the three months ended
March 31,2017
For the three months ended
March 31,2017
For the three months ended
March 31,2017
Operating
cost
Operating
expenses
Total Operating
cost
Operating
expenses
Total
Employee benefits
Salaries
Labor and health insurance
Pension
Others
Depreciation
Amortization
768,781
29,764
55,514
26,142
297,665
4,704
645,378
40,009
32,099
44,262
35,500
52,130
1,414,159
69,773
87,613
70,404
333,165
56,834
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

(Continued)

55

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

(13) Other disclosures:

  • (a) Information on significant transactions:

The followings were the information on significant transactions required by the Regulations for the Group for the three months ended March 31, 2018:

(i) Lending to other parties:

No. Name of
lender
Name of
borrower
Account
name
Related
party
Highest
balance
of financing
to other
parties
during the
period
Ending
balance
Actual
usage
amount
during the
period
Range of
interest
rates during
the period
Purposes of
fund
financing
for the
borrower
Transaction
amount for
business
between two
parties
Reasons
for
short-term
financing
Allowance
for bad
debt
Coll ateral Individual
funding
loan limits
Maximum
limit of
fund
financing
Item Value
1
2
PKSI


TYM HK


The
Company

r
TYM
Acoustic
HK

r
Other
eceivable
Other
eceivables
Y
423,944
761,124
413,604
569,092
413,604
569,092
-

l
p
2%
Necessary to
oan to other
arties
-
-
Operating
capital
Investment
capital
-
-
-
-
850,877
565,919
850,877
565,919
  • Note 1: After approval by the Board of directors, PKS1 and TYM HK can lend the individual and total amount shall not exceed its net worth in the latest financial statements to parent company and subsidiaries whose voting shares are 100% owned, directly or indirectly.

Note 2: Related transactions have been eliminated during the preparation of the consolidated financial statements.

  • (ii) Guarantees and endorsements for other parties:
No. Name of
guarantor
Counter-party of
guarantee and
endorsement
Counter-party of
guarantee and
endorsement
Limitation on
amount of
guarantees
and
endorsements
for a specific
enterprise
Highest
balance for
guarantees
and
endorsements
during
the period
Balance of
guarantees
and
endorsements
as of
reporting
date
Actual
usage
amount
during the
period

Property
pledged for
guarantees
and
endorsements
(Amount)
Ratio of
accumulated
amounts of
guarantees
and
endorsements
to net worth
of the latest
financial
statements
Maximum
amount for
guarantees
and
endorsements
Parent
company
endorsements/
guarantees to
third parties
on behalf of
subsidiary
Subsidiary

endorsements/
guarantees
to third parties
on behalf of
parent
company
Endorsements/
guarantees to
third parties
on behalf of
companies in
Mainland
China
Name Relationship
with the
Company
0
1
The
Company
PCH2
PCH2
PCQ1
PKS1
The
subsidiary of
Primax HK
and Primax
Tech.
The same
parent
company
3,562,017
1,549,719
1,549,719
313,404
131,331
164,164
305,760
128,128
160,160
-
17,172
133,326
-
-
-
%
2.58
%
2.48
%
3.10
9,498,712
4,132,585
4,132,585
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 financial statements.

(Continued)

56

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

(iii) Securities held at the reporting date (excluding investment in subsidiaries, associates and joint ventures):

Company
holding
securities
Security type
and name
Relationship
with company
Account Ending balance Ending balance Note
Shares/Units
(thousands)
Carrying
value
Percentage
of ownership (%)
Fair value
The Company
Primax Tech.
Shares:
Green Rich
Technology Co., Ltd.
WK Technology Fund
IV LTD.
Changing Information
Technology Inc.
Formosoft
International Inc.
Syntronix Corp.
Ricavision
International Inc.
Global TEK
Grove Ventures L.P.
Shares:
Echo. Bahn.
WK Global Investment
III Ltd.
-
-
-
-
-
-
-
-
-
Financial assets at
FVOCI







Financial assets at
FVOCI
359
230
179
53
6
917
5,510
-
400
473
2,000
2,004
2,102
-
49
-
360,905
16,016
383,076
-
5,606
5,606
3.59
0.38
1.62
0.76
0.02
2.04
9.18
3.92
11.90
1.32
2,000
2,004
2,102
-
49
-
360,905
16,016
-
5,606

(iv) Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20% of the Company’s paid-in capital:

Name of
company
Security
type
and
name
Account Counter-
party
Relationship

with the
company
Beginning Balance Beginning Balance Purc hases Sa les Ending Balance Ending Balance
Shares Amount Shares Amount Shares Price Cost Gain (loss)
on disposal
Shares Amount
The
Company
Primax AE
PCH2
PCQ1
Premium
Hui Zhou
Shares:
Primax AE
Belfast
Money
market fund
of RMB
Money
market fund
of RMB
Money
market fund
of RMB
Investment
accounted
for using
equity
method

Financial
assets at
FVTPL

Initial
Offerings
Initial
Offerings


Subsidiary
None


-
-
-
-
-
-
-
-
-
-
48,200
30,279
-
-
-
1,431,540
1,428,574
1,190,621
572,145
435,567
-
-
-
-
-
-
-
1,201,630
574,369
438,299
-
-
1,196,565
572,931
438,299
-
-
11,009
(note 2)
2,224
(note 2)
4,874
(note 2)
48,200
30,279
-
-
-
1,433,759
(note 1)
1,430,935
(note 1)
-
-
2,142

Note 1: The difference between the ending balance and the purchasing price is the investment income (losses) accounted by using equity method. Note 2: Gains of disposal include valuation and exchange differences on translation.

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

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

(Continued)

57

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

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

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



PCH2
PKS1
PCQ1
Polaris
Premium Hui
Zhou
Tymphany
Dongguan
TYDC
TYM Acoustic
HK
TYM Acoustic
Europe


PCH2
PKS1
PCQ1
Polaris
The Company
The Company
The Company
The Company
TYM HK
TYM HK
TYM HK
TYM Acoustic
Europe
TYM Acoustic
HK
Premium Hui
Zhou
Tymphany
Dongguan
TYDC
The subsidiary of
Primax HK
The subsidiary of
Primax HK
The subsidiary of
Primax HK
The subsidiary of
Primax Tech
The parent of
Primax Cayman
The parent of
Primax Cayman
The parent of
Primax Cayman
The parent of
Primax Tech
The subsidiary of
TYM Acoustic HK
The subsidiary of
TYM Acoustic HK
The subsidiary of
TYM Acoustic HK
Subsidiary
Parent
The parent of
TYM Acoustic HK
The subsidiary of
Premium Hui Zhou
The subsidiary of
Tymphany
Dongguan
Purchase
Purchase
Purchase
(Sale)
(Sale)
(Sale)
(Sale)
Purchase
(Sale)
(Sale)
(Sale)
Purchase
(Sale)
Purchase
Purchase
Purchase
5,176,588
274,458
1,306,585
(671,661)
(5,176,588)
(274,458)
(1,306,585)
671,661
(1,205,435)
(1,518,662)
(523,977)
378,740
(378,740)
1,205,435
1,518,662
523,977
%
76
%
4
%
20
%
(9)
%
(86)
%
(100)
%
(88)
%
100
%
(93)
%
(95)
%
(100)
%
98
%
(92)
%
35
%
45
%
15
60 days

60 days
90 days
60 days


90 days
60 days


90 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

(4,569,772)
(455,414)
(1,306,233)
51,726
4,569,772
455,414
(note 1)
1,306,233
(51,726)
1,631,671
1,996,589
302,528
(394,516)
394,516
(1,631,671)
(1,996,589)
(302,528)
(71)%
(7)%
(20)%
1%
82%
100%
92%
(100)%
97%
94%
100%
(82)%
94%
(40)%
(49)%
(7)%

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

Note 2: Related transactions have been eliminated during the preparation of the consolidated financial statements.

(Continued)

58

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

(viii) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20% of the Company’s paid-in capital:

Name of
company
Counter-party Nature of
relationship
Ending
balance
Turnover
rate
Overdue Amounts received
in subsequent
period (note 1)
Allowance for
bad debts
Amount Action taken
PCH2
PKS1
PCQ1
Premium Hui
Zhou
Tymphany
Dongguan
TYDC
TYM
Acoustic
Europe
The Company
The Company
The Company
TYM HK
TYM HK
TYM HK
TYM Acoustic
HK
The Parent of Primax
Cayman
The Parent of Primax
Cayman
The Parent of Primax
Cayman
The subsidiary of TYM
Acoustic HK
The subsidiary of TYM
Acoustic HK
The subsidiary of TYM
Acoustic HK
Parent
4,569,772
869,018
1,306,233
1,631,671
1,996,589
302,528
394,516
%
3.87
%
2.50
%
3.42
%
2.74
%
1.77
%
11.38
%
3.64
-
413,604
-
-
-
-
-
-
Reclassify to Long-term
payable, and enhance the
control of receivables
-
-
-
-
-
1,412,228
107,823
286,604
882,995
1,392,641
253,241
211,924
-
-
-
-
-
-
-

Note 1: Amounts were collected as of May 11, 2018.

Note 2: Related transactions have been eliminated during the preparation of the consolidated financial statements.

(ix) Trading in derivative instruments: Please refer to note 6(b).

(x) Business relationships and significant intercompany transactions:

No Name of
company
Name of
counter-party
Nature of
relationship
Intercompany transactions Intercompany transactions
Account
name
Amount Trading terms Percentage of
consolidated total
operating revenues
or total assets
0






1

2
The Company






Premium Hui
Zhou

Tymphany
Dongguan
PCH2

PKS1

PCQ1

Polaris
TYM HK


The subsidiary of
Primax HK





The subsidiary of
Primax Tech
The subsidiary of
TYM Acoustick
HK


Purchase
Accounts
Payable
Purchase
Accounts
Payable
Purchase
Accounts
payable
Sale
Sale
Accounts
receivable
Sale
Accounts
receivable
5,176,588
4,569,772
274,458
455,414
1,306,585
1,306,233
671,661
1,205,435
1,631,671
1,518,662
1,996,589
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
Price agreed by both side
60 days
Price agreed by both side
60 days
%
43.56
%
14.87
%
2.31
%
1.48
%
10.99
%
4.25
%
5.65
%
10.14
%
5.31
%
12.78
%
6.50

(Continued)

59

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

No Name of
company
Name of
counter-party
Nature of
relationship
Intercompany transactions Intercompany transactions
Account
name
Amount Trading terms Percentage of
consolidated total
operating revenues
or total assets
3

4
TYDC

TYM
Acoustick HK
TYM HK

TYM
Acoustick
Europe
The subsidiary of
TYM Acoustick
HK




Subsidiary



Sale
Accounts
receivable
Purchase
Accounts
payable
523,977
302,528
378,740
394,516
Price agreed by both side
60 days
Price agreed by both side
90 days
%
4.41
%
0.98
%
3.19
%
1.28

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

Note 2: Related transactions have been eliminated during the preparation of the consolidated financial statements.

  • (b) Information on investees:

The following is the information on investees for the three months ended March 31, 2018 (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, 20
Balance as of
March 31, 20

18
Net income
(losses)
of investee
Share of
profits/losses
of investee
Note
March 31,
2018
December 31,
2017
Shares
(thousands)
Percentage
of ownership
Carrying
value
The
Company
















Primax
Cayman
Primax
Tech.
Destiny BVI.
Destiny
Japan
Diamond
Gratus Tech.
Primax AE
Total
Cayman Islands
Cayman Islands
Virgin Island
Japan
Cayman Islands
USA
Cayman Islands
Holding company
Holding company
Holding company
Market development
and customer service
Holding company
Market development
and customer service
Holding company
2,540,588
897,421
30,939
7,032
2,517,298
9,330
1,431,540
7,434,148
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
48,200
100.00
100.00
100.00
100.00
100.00
100.00
100.00
5,332,688
2,078,772
12,773
17,052
3,115,848
9,694
1,433,759
12,000,586
81,380
30,078
(2,030)
99
(5,315)
285
2,219
106,716
121,090
43,070
(2,030)
99
(5,315)
285
2,219
159,418
Primax
Cayman
Primax HK Hong Kong Holding company and
customer service
2,375,164 2,375,164 602,817 100.00 5,505,093 81,830 81,830
Primax
Tech.
Polaris USA Sale of multi-function
printers and computer
peripheral devices
52,680 52,680 1,600 100.00 366,088 2,061 2,061
Diamond
TWEL Cayman Islands Holding company 2,711,450 2,711,450 55,001 100.00 3,212,068 10,953 (7,013)
Primax AE
Belfast Cayman Islands Holding company 1,428,574 - 30 37.00 1,430,935 6,381 2,361
Premiurn
Hui Zhou

TYM
Acoustic HK
Hong Kong Research and
development, design,
and sale of audio
accessories, amplifiers
and their components
and holding company
19,497 19,497 5,000 100.00 2,447 (159,032) (159,032)

(Continued)

60

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

Name of
investor
Name of
investee
Location Main
businesses
and products
Original investment
amount
Original investment
amount
Balance as of
March 31, 2018
Balance as of
March 31, 2018
Balance as of
March 31, 2018
Net income
(losses)
of investee
Share of
profits/losses
of investee
Note
March 31,
2018
December 31,
2017
Shares
(thousands)
Percentage
of ownership
Carrying
value
TYM
Acoustic
HK



TYM HK
TYP
TYM UK
TYM
Acoustic
Europe
Tymphany
Acoustic
Hong Kong
USA
USA
Czech
Taiwan
Holding company and
sale of audio
accessories, amplifiers
and their components
Market development
and customer service of
amplifiers and their
components
Research and
development, design of
audio accessories,
amplifiers and their
components
Manufacture, install
and repair of audio
accessories and their
components
Research and
development, design,
and sale of audio
accessories, amplifiers
and their components
76,280
(note 1)
15
(note 1)
15,631
653,796
48,318
76,280
(note 1)
15
(note 1)
15,631
653,796
-
144,395
0.5
400
187,800
5,000
100.00
100.00
100.00
100.00
100.00
552,504
8,521
17,323
527,535
48,318
(157,865)
524
399
(25,845)
-
(154,741)
524
399
(25,845)
-
TYM HK TYML USA Sales of audio
accessories, amplifiers
and their components
6,628 6,628 200 100.00 166 3,853 3,853

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

  • (c) Information on investments in mainland China:

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

Name of
investee
Main
businesses
and
products
Total
amount
of paid-in
capital
Method
of
investment
Accumulated
outflow of
investment from
Taiwan as of
January 1, 2018
(note 2)
Investme nt flows Accumulated
outflow of
investment from
Taiwan as of
March 31, 2018
(note 2)
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
Manufacture of
multifunctional
peripherals,
computer mice,
mobile phone
accessories,
consumer
electronics
products, and
shredders
Research and
development of
computer
peripheral devices
and software
Manufacture of
computer,
peripherals and
keyboards
2,065,144
40,909
904,258
Indirect
investment
through Primax
Cayman and
Primax Tech.
Indirect
investment
through
Destiny BVI.
Indirect
investment
through Primax
Cayman
1,636,597
31,340
656,656
-
-
-
-
-
-
1,594,874
30,576
640,640
90,763
(2,030)
(28,428)
100%
100%
100%
90,763
(2,030)
(28,428)
5,165,732
12,769
850,877
-
-
-

(Continued)

61

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

==> picture [448 x 178] intentionally omitted <==

----- Start of picture text -----

Accumulated Accumulated
outflow of Investment flows outflow of Net
Main Total investment from investment from income Accumulated
businesses amount Method Taiwan as of Taiwan as of (losses) Percentage Investment remittance of
Name of and of paid-in of January 1, 2018 March 31, 2018 of the of income earnings in
investee products capital investment (note 2) Outflow Inflow (note 2) investee ownership (losses) Book value current period
PCQ1 Manufacture of 580,367 Indirect 596,960 - - 582,400 51,177 100% 51,177 1,142,640 -
investment
computer,
through Primax
peripherals and Cayman
keyboards
Premiurm Research and 1,329,117 Indirect 2,507,232 - - 2,446,080 7,485 66.44% 4,973 1,533,945 -
Hui Zhou development, investment
through
design, and sale Diamond
of audio
accessories,
amplifiers and
their components
Tymphany 〃 145,600 〃 14,924 - - 14,560 87,030 66.44% 57,822 292,143 -
Dongguan
TYDC 〃 92,620 〃 - - - - 25,235 66.44% 16,766 82,505 -
----- End of picture text -----

Note 1: The above information on the exchange rate is as follows: HKD:TWD 3.7103; USD:TWD 29.1200; CNY:TWD 4.6310.

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

Note 3: Related transactions have been eliminated during the preparation of the consolidated financial statements.

  • (ii) Limitation on investment in Mainland China:
Name of
Company
Accumulated Investment in
Mainland China as of
March 31, 2018
Investment Amounts
Authorized by Investment
Commission, MOEA
Upper Limit on Investment
The Company 5,389,947 6,127,216 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 financial statements for the three months ended March 31, 2018, are disclosed in “ Information on significant transactions” and “Business relationships and significant intercompany transactions.”

(Continued)

62

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

(14) Segment information:

For the three months ended March 31, 2018 and 2017, 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, 2017 for further information.

Revenue
External revenue
Intra-group revenue
Total segment revenue
Profit before tax from segments reported
Revenue
External revenue
Intra-group revenue
Total segment revenue
Profit before tax from segments reported
For the three months ended March 31, 2018 For the three months ended March 31, 2018
Computer
Peripherals
Non-computer
Peripherals
Total
$ 4,856,864
7,026,884
11,883,748
-
-
-
$
4,856,864
7,026,884
11,883,748
$
313,915
138,949
452,864
For the three months ended March 31, 2017
Non-computer
Peripherals
Total
8,123,383
12,881,184
-
-
8,123,383
12,881,184
358,295
590,007