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SINBON Electronics Annual Report 2015

Jun 15, 2015

52256_rns_2015-06-15_42f1fc02-fdff-4c79-9e02-8b0b1590e2cc.pdf

Annual Report

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Code: 3023

SINBON Electronics Co., LTD.

Annual Report 2014

Notice to readers

This English version annual report is a summary translation of the Chinese version and is not an official document of the shareholders’ meeting. If there is any discrepancy between the English version and Chinese version, the Chinese version shall prevail.

SINBON annual report is available at website:
http://mops.twse.com.tw

Printed on 30 April 2015

1. Spokesperson and acting spokesperson

(1)Spokesperson
Name: Chi-Chou Chang
Title: Director
Phone: (02) 2698-9999
E-mail:[email protected]
  • (2) Acting spokesperson
Name: Shu-ming Chang
Title: Senior Administrator
Phone: (02) 2698-9999
E-mail:[email protected]
2.Address and phone number of headquarters, branches, and factories
Headquarters: No. 582 Guohua Road, Miaoli City
Phone: (037) 330-099
Factory: No. 582 Guohua Road, Miaoli City
Phone: (037) 330-099
Office: 4F.-13, No.79, Sec. 1, Xintai 5th Rd., Xizhi Dist., New Taipei City
Phone: (02) 2698-9999

3. Stock transfer service

Name: Registrar Agency Department, Taishin Bank
Address: B1, No. 96, Section 1, Jianguo North Road, Taipei City.
Phone: (02) 2504-8125

4. Certifying CPA of last-year financial statements

CPA Firm: Ernst & Young Taiwan
CPA: Wen-pi Yan and Hong-kuang Lin
Address: 7F, No. 239, Minquan Road, Taichung City.
Phone: (04) 2305-5500
Website:http://www.ey.com/tw

5. Overseas listing: None

6. Corporate website: http://www.sinbon.com

Table of Contents

Table of Contents
Page
1. Letter to Shareholders 1
1.1. Business Performance 2014 2
1.2. Summary of Business Plan 2015 3
1.3. Future Development Strategy 3
1.4. Effect of External Competitions, Legislation, and the Overall Business
Environment
2. Company Profile
2.1. Establishment Date 4
2.2. Milestones 4
3. Corporate Governance
3.1. Organization 5
3.2. Information of Directors, Supervisors, President, Vice Presidents,
Assistant Vice Presidents, and Department and Subsidiary Managers 7
3.3. Remunerations Paid to Directors, President, and Vice Presidents Last 15
Year
3.4. Corporate Governance 20
3.5. Accountant Service Fees 35
3.6. CPA Change Information 36
3.7. Disclose the name, title, and the period of service at the CPA firm or its
affiliates if a director, the president, financial officer or accounting
officer of this company has worked at the CPA firm or its affiliates in the
last year. 36
3.8. Share transfer and share mortgage of directors, supervisors, executives,
and shareholders holding over 10% of shares in the last year and by the
report publishing date. 36
3.9. Information of Top Ten Shareholders Who Are Interested Parties,
Spouse, Relatives within Second Degree 38
3.10. Consolidated Percentage of Shares Held of Re-Invested Enterprises by
the Company, Directors, Supervisors, Executives, or Enterprises under
Direct/Indirect Control of the Company 39
4. Fundraising
4.1. Capital and Shares 41
4.2. Corporate Bonds 46
4.3. Issue of Preferred Shares 48
4.4. Issue of GDR 48
4.5. Issue of Certificates of Employee Stock Subscription 48
4.6. Issue of Employee Restricted Shares 48
4.7. Acquisition (including mergers, buyouts, and spin-offs) 48
4.8. Items to be Disclosed in Capital Utilization Plans 48
5. Operational Highlights
5.1. Business Activities 49
5.2. Market and Production-Sales 82
5.3. Number, Average Service Length, Average Age, and Education
Distribution of Employees in Last Two Years and by Report Publishing
Date 86
5.4. Environmental Expenses 86
5.5. Labor-Management Relations 87
5.6. Material Contracts 89
6. Financial Highlights
6.1. Condensed Balance Sheet, Integrated Income Statement, CPA Name 91
and Comments
6.2. Financial Analysis of the Last Five Years 96
6.3. Supervisor or Auditor Audit Report of Financial Statements in the Last 98
Year
6.4. Financial Statements in the Last Year (including CPA audit reports,
cross-reference of balance sheets of two years, integrated income
statements, equipment change list, case flows list, and remarks or 99
tables)
6.5. The Company or Affiliates Has/Have Financial Difficulty in the Last Year
and by Report Publishing Date, and Its Impact on Corporate Financial
Status 205
7. Review and Analysis of Financial Situation and Financial Performance and Risk
Items
7.1. Financial Situation 206
7.2. Financial Performance 206
7.3. Cash Flows 207
7.4. Impact of Major Capital Expenses on Finance in Recent Years 207
7.5. Re-investment Policies and Major Causes of Profits or Losses in Recent
Years, Improvement Plans, and Investment Plans in the Coming Year 207
7.6. Risk Items 208
7.7. Other Major Items 210
8. Special Notes
8.1. Information of affiliates 211
8.2. Private placement of securities in the last year and by the report
publishing date 218
8.3. Holding or settling corporate stocks in the last year and by the report
publishing date 218
8.4. Other supplementations 218
9. Incidents with significant impact on shareholder equities or market prices as
specified in item 2 of paragraph 2 of Article 32 of the Securities and Exchange
Act in the last year and by the report publishing date 218

1. Letter to Shareholders

1.1. Business Performance in 2014

  • 1.1.1. Performance of business plan 2014

The business performance of SINBON Electronics in 2014 was as follows: consolidated revenue came in at NT$11,642,719,000, 10.30% up from 2013; consolidated gross profit rate was 22%, 1% up from 2013; consolidated net profit after tax at NT$774,947,000, plus the minority interest (the interest of other shareholders of re-invested enterprises with non-controlling ownership) was NT$18,805,000, the sum was NT$793,752,000, 19.67% up from 2013; and consolidated EPS after tax was NT$3.82, NT$0.62 up from 2013.

  • 1.1.2. Budget execution

Compared to the business plan of 2014, revenue completion rate in 2014 was 98%, actual gross profit margin was 22%, equivalent to the planned gross profit margin; actual net operating income was NT$950,590,000, with the plan completion rate at 116%; and the actual net profit after tax was NT$793,752,000, with the plan completion rate at 106%. Revenue and profit completion was great.

  • 1.1.3. Revenue and profitability analysis
profit completion was great.
Revenue andprofitabilityanalysis
Item 2014 2013
Cash from operatingactivities(NT$1,000) 615,562 879,288
Cash from(used in)investingactivities(NT$1,000) 3,455 (6,101)
Cash used in financingactivities(NT$1,000) (224,257) (792,448)
Return on assets(%) 8.10 7.00
Return on equity (%) 15.92 13.88
Profit Before Tax to Capital Stock(%) 50.25 41.75
Profit Margin(%) 6.66 5.76
EPS(NT$) 3.82 3.20

Cash provided by operating activities was 29.99% less than in 2013 because the increases in both accounts receivable and inventory in 2014 were higher than that of 2013 and the increase in accounts payable was lower than that of 2013, thus reducing cash provided by operating activities. Variation of cash provided by investing activities in 2014 was 56.63% because of the settlement of available-for-sale financial assets. Cash used in operating activities was 71.70% less than in 2013 because of convertible bond offering at NT$300 million and increase in short-term loans in 2014.

  • 1.1.4. Research and development

Before 2014, we have successfully developed HDMI, DDR3, DDR4, and USB connectors and deepened photovoltaic (PV) product development, and our junction box, PV connector, and PV cable have passed TÜV and UL certification. In addition, we won a gold prize from iF Design Award 2013 for our latest Brezze® Nebulizer, a portable drug nebulizer developed by DigiO2 International Co., Ltd. (our re-invested enterprise) in collaboration with the NTUH Telehealth Center under the Telecare Service Project. In 2014 we invested a total of NT$351,754,000 on research and development, with 1.55% more than last year, to actively develop electronic parts and

  • 1 -

components for the Internet of Thing (IoT), robots, and smart home. At the 4 [th] board meeting of 2014, we even passed a cash capital increase at NT$150 million for DigiO2, a SINBON subsidiary, to develop telecare and OEM/ODM portable bio-electronic healthcare devices. It is estimated that we will invest at least NT$300 million each year or over 3% of revenue on research and development in the future.

  • 1.2. Summary of Business Plan 2015

  • 1.2.1. Business policy of 2014

  • (1) R&D, integration, and manufacture of electronic parts and components, such as cable assembly and manufacture of PCDA, LED backlight modules, and wireless communication parts and components. In recent years, we have successfully entered the following fields: autotronics, electronic medical device parts and components, green energy, and industrial control electronics.

  • (2) Distribution and trade of electronics-related parts and components, such as the connectors of HRS Japan, GPS modules, wireless antenna modules, driver ICs, and other strategic electronic parts and components.

  • (3) Expansion of the scope of operations of electronic parts and components through strategic alliances and acquisitions, such as acquisition of T-CONN Precision and investment in Comtek Electronics to enter the connector manufacture field.

  • (4) Provision of one-stop-service for total solutions: Apart from actively developing new products and providing total solutions, through organizational reform and IT system integration, we aim to integrate the resources of all re-invested enterprises to maximize their efficiency.

  • 1.2.2. Major production-marketing policies:

  • (1) Strategic alliance and acquisition

    • To deal with rapid industrial changes and achieve quick expansion through strategic alliances and acquisitions.
  • (2) Continual performance improvement

    • Establish a full-functional performance assessment department for the organization to directly supervise the operating performance of all business units within the organization.
  • (3) Development of niche products

    • Aiming to developing niche, high gross-profit products, we have successfully developed the oxygen sensor for car engines; aviation/ navigation/vehicular GPS parts and components; upper flammable limit (U.FL) cables for high-precision wireless communication; and high-end cables for electronic fetal movement counters, telecare platforms, portable physiological signal devices, X-ray machines, magnetic resonance imaging (MRI) machines, bone mineral density (BMD) testers, wind turbines, fuel dispenser, and CNC mills. We also actively engaged in the development of electronic parts and components for industrial controllers, industrial PCs, electronic medical devices, PV generators, and wind power generators.
  • (4) Cultivation of the iMAGIC industries

To deal with industrial development trends, apart from reinforcing the development of cable and PCBA products for the Medical, Automotive, Green

  • 2 -

energy, Industrial application, and Communication (MAGIC) industries, we began developing electronic parts and components for automatic warehousing systems, robots, and smart grids for use on the IoT, so as to enter the special the electronic parts and components field.

1.3. Future Development Strategy

  • 1.3.1. To continuously pursue high growth by extending the strategic matrix (old product new customer, new product current customer, new product new customer).

  • 1.3.2. To establish a dedicated department—strategic planning & marketing division—under the group administration department to capture market movements and future development trends, so as to search for next-generation products.

  • 1.3.3. Strategic alliance and acquisition: In recent years, we have been searching for strategic allies or partners through different channels.

  • 1.4. Effect of external competitions, legislation, and the overall business environment

  • Although the overall business environment began to recover slowly in 2014, thanks to successful organizational transformation, we successfully entered MAGIC industries to gradually transform from consumer products toward industrial application products. In addition to raising revenue by 10.30% higher than in 2013, it was the third year for our venue to surpass NT$10 billion, with net profit after tax growth by 19.67%. Looking into 2015, revenue will continue to increase when the business environment continue to recover and exchange rate is stabilized.

Lastly, we are grateful for the support and encouragement of all shareholders in the past, and we are looking forward to your comments and recommendations in the coming year. In 2015, we will uphold our operational belief to share increased profits with shareholders.

To the Shareholders’ Meeting of SINBON Electronics Co., Ltd.

Joseph Wang Chairman

  • 3 -

2. Company Profile

2.1. Establishment date: 6 December 1989

2.2. Milestones:

  • 2.2.1. Acquisitions, re-investments, and restructure in recent years and by the end or reporting period.

  • Mar 2014 The board passed an indirect cash capital increase of not more than US$3 million for re-invested enterprise “SINBON Electronics (Shenzhen) Co., Ltd.”.

  • Apr 2014 The board passed an investment of not more than US$2.5 million for establishing the US subsidiary SINBON USA Corporation.

  • Oct 2014 The board passed the cash capital increase at NT$150 million for subsidiary DigiO2.

  • Mar 2015 The board passed the settlement of selling enterprise SINACT Electronics at US$400,000 and the investment of NT$60 million in Top Taiwan Biotechnology Venture Capital.

  • 2.2.2. Mass transfer or replacement of shares of directors, supervisors, or shareholders holding over 10% of shares: On 14 October 2014 Chairman Joseph Wang granted 2,000,000 shares to his spouse.

  • 2.2.3. Change of management power and business policy or significant change of the scope of business: None.

  • 2.2.4. Other major events adequate to affect shareholders’ rights and benefits and their effect on the organization: On 13 March 2015 the board passed the distribution of cash dividends at NT$2.80/share and distribution of stock dividends for additional paid-in capital at NT$0.2/share. The proposal will be submitted to the shareholders’ meeting for recognition on 11 June 2015.

  • 4 -

3. Corporate Governance

3.1. Organization

3.1.1. Organizational structure of SINBIN

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

Shareholders’ Meeting
Supervisors
Board of Directors
Wage Compensation
Audit Office
Committee
CEO
COO
Group Administration Division Business Units Financial Division
Department
IT Department Service Division
10 Business Units
Subsidiary Financial
Human Resources Department Administration Department Legal Affairs Department Development Department Marketing and Strategic Development & Manufacture Public Affairs Department
----- End of picture text -----

3.1.2. Functions and duties of major departments

3.1.2. Functions and dutie s of major departments
Department and Supervisor Functions and Duties
Wage Compensation Committee
Chairman: Independent Director Chi-lin Wei
Committee member:
Independent Director Pi-Hsia Hsu-Chung
Committee member: Mu-xiao Liu
independent individual.
(1) Regularly review the Articles of Organization of the Wage
Compensation Committee and make suggestions for revision.
(2) Establish and regularly review the annual and long-term
performance indicators and remuneration policy, system, standard,
and structure of directors, supervisors, and managers.
(3) Regularly assess the achievement of performance indicators of
directors, supervisors, and managers and establish the content and
amount of remuneration for individual roles.
Audit Office
Associate Manager Hui-jun Li (4 staffs)
(1) Audit the operation and implementation of all systems within the
organization and submit a report periodically.
(2) Audit re-invested enterprises of the organization.
CEO
ConcurrentlytakingupbyChairman Joseph
Promote various policies and implement assignments assigned by the
board and be accountable for the organization’s businessperformance.
  • 5 -
Department and Supervisor Functions and Duties
Wang
COO
President Wei-mingLiang
Administer product manufacture, sales, human resources, and R&D
activities and establish strategic directions.
Business Units
Concurrently taking up by President
Wei-mingLiang
Manufacture, sales, distribution, technology improvement, and
process improvement of various electronic parts and components and
product R&D.
Development and Manufacture Service
Division
VP Chen-xingChen
Administer the organization’s R&D resources and develop new
products and technologies.
Financial Division
Director Chi-Chou Chang
(1) Take charge of accounting and cashier affairs.
(2) Provide relevant units and higher management with relevant
financial management information for the reference of decision
making.
(3) Direct organizational budgeting.
(4) Operate and assess overseas re-invested enterprises.
(5) Make financialplanningfor variousprojects.
Public Affairs Department
Concurrently taking up by Director Chi-Chou
Chang
Plan board meeting and shareholders’ meeting affairs, publish external
information, and operate investor relations and serve as the investor
contact window.
Group Administration Division
VP Huang-ji Lin
Administer the organization’s human resources, administration, IT,
legal affairs,and marketingand strategic development departments.
Human Resources Department
Associate Director Cheng-ling Li
(1) Make and implement human resources planning.
(2) Survey, plan, and implement organizational training needs.
(3) Implement wage management.
Administration Department
Associate Manager Kui-zhen Feng
(1) Implement personnel, general, and employee benefit affairs.
(2) Coordinate,contact,and communicate with relevant departments.
IT Department
Associate Director Jie-liang Chen
(1) Install, maintain, and manage IT equipment (hardware and
software).
(2) Promote computerization within the organization.
(3) Provide IT management reports for individual departments.
Legal Affairs Department
Associate Director Yun-ru Huang
(1) Plan and handle legal affairs.
(2) Manage andprotect intellectualproperty.
Marketing and Strategic Development
Department
Director Li-li Huang
(1) Industry research and analysis.
(2) Assess and research new business and products.
(3) Make overall marketing planning.
  • 6 -

3.2. Information of Directors, Supervisors, President, Vice Presidents, Assistant Vice Presidents, and Department and Subsidiary Managers 3.2.1. Directors and Supervisors

Information of Directors and Supervisors (I)

(by 13 April 2015) (by 13 April 2015) (by 13 April 2015) (by 13 April 2015)
Title1 Nationality
or Residency
Name Elected
(Inauguration)
Date

Term
(yrs.)
Initially
Elected
Date2
Shares Held When
Elected/Inaugurated
Shares Currently Held Shares Currently Held
by Spouse/Minor
Children
Shares Held
Under Other’s
Name
Major Experience
(Education)3
Position(s)
Concurrently Held in
this and other
Organizations
Spouse/2ndDegree
Relatives Holding
Officer/Director/
Supervisor Post of this
Organization.
Shares % Shares % Shares % Shares % Title Name Relation
ship
Chairman ROC Joseph Wang 15 Jun 2012 3 6 Dec 1989
6,625,023
3.66% 4,625,023 2.22% 2,029,295 0.98% 0 0% EMBA, Fudan
University.
BA in Mathematics,
Tamkang University.
Sales Management,
AMP of USA.
Sales Manager,
Kanagawa of Japan
4 N/A N/A N/A
Director ROC Xin-chi Yeh 15 Jun 2012 3 4 Nov
1997
2,154,160 1.19% 2,154,160 1.04% 73,522 0.04% 0 0% EMBA, Fudan
University.
BS in Agricultural
Machinery, National
Taiwan University.
President,T&B of USA.

5
N/A N/A N/A
Director ROC Cao-liang
Wang,
representativ
e of Argosy
Research Inc.
15 Jun 2012 3 16 May
1998
3,624,354 2.00% 3,624,354 1.74% 296,494
(Shares held
by Cao-liang
Wang)
0.14% 0 0% BA in Power
Mechanical
Engineering, National
Tsing Hua University.
Chairman, Argosy
Research Inc.
6 N/A N/A N/A
Director ROC Wei-ming
Liang
15 Jun 2012 3 6 May
2005
768,228 0.42% 1,001,228 0.48% 0 0.00% 0 0% IE & MBA, University
of Iowa.
BS in Industrial
Engineering, Tunghai
University.
VP, Chief Land
Electronic Co.,Ltd.
7 N/A N/A N/A
Director ROC Meng-ru
Zheng
15 Jun 2012 3 10 Jun
2009
1,803,000 1.00% 1,813,000 0.87% 0 0% 0 0% Bachelor (extension
education), Dayeh
University.
President of a family
business.
Chairman, Fuyu
Investment.
Chairman, Jincaiju
Construction.
N/A N/A N/A
Independen ROC Chi-lin Wei 15 Jun 2012 3 9 Jun 2006 0 0% 0 0% 0 0% 0 0% PhD in Economics, 8 N/A N/A N/A
- 7 -
Title1 Nationality
or Residency
Name Elected
(Inauguration)
Date

Term
(yrs.)
Initially
Elected
Date2
Shares Held When
Elected/Inaugurated
Shares Held When
Elected/Inaugurated
Shares Currently Held Shares Currently Held Shares Currently Held
by Spouse/Minor
Children
Shares Currently Held
by Spouse/Minor
Children
Shares Held
Under Other’s
Name
Shares Held
Under Other’s
Name
Major Experience
(Education)3
Position(s)
Concurrently Held in
this and other
Organizations
Spouse/2ndDegree
Relatives Holding
Officer/Director/
Supervisor Post of this
Organization.
Spouse/2ndDegree
Relatives Holding
Officer/Director/
Supervisor Post of this
Organization.
Spouse/2ndDegree
Relatives Holding
Officer/Director/
Supervisor Post of this
Organization.
Shares % Shares % Shares % Shares % Title Name Relation
ship
t director Paris University.
Chairman, Graduate
Institute of
International business,
National Taiwan
University.
Secretary General,
Executive Yuan.
Chairman, Lank Bank
of Taiwan.
Minister, Research,
Development and
Evaluation
Commission
Independen
t director
ROC Pi-Hsia
Hsu-Chung
15 Jun 2012 3 18 Jun
2002
0 0% 0 0% 0 0% 0 0% BA in Education,
National Cheng Chi
University.
High school teacher.
Chairperson, Cihsin
Culture Development
Association
Legislator
Chief Consultant,
Legislative Yuan
N/A N/A N/A
Supervisor ROC Min-zheng
Lin
15 Jun 2012 3 12 Apr
2001
128,908 0.07% 189,908 0.09% 0 0% 0 0% BA in Accounting,
National Cheng Kung
University
Accountant, Liyu CPA
Firm
Accountant, Liyu CPA
Firm
Director, Liyu Business
Administration
Consulting.
Supervisor, LEDTECH
Electronics.
Supervisor, Argosy
Technology,Inc.
N/A N/A N/A
Supervisor ROC Jun-xing
Liang
15 Jun 2012 3 6 Dec 1989
1,559,494
0.86% 859,494 0.41% 0 0% 0 0% MBA Program,
National Cheng Chi
University.
BA in Economics,
Tunghai University
Sales Staff, AMP of
USA
Independent Director,
TaiSol Electronics.
Member,
Compensation
Management
Committee, TaiSol
Electronics
Director (entity
representative),
DigiO2.
N/A N/A N/A
Supervisor ROC AndyT.C. 15 Jun 2012 3 18 Jun 109,931 0.06% 189,931 0.09% 0 0% 0 0% MBA,National Cheng 9 N/A N/A N/A
- 8 -
Title1 Nationality
or Residency
Name Elected
(Inauguration)
Date

Term
(yrs.)
Initially
Elected
Date2
Shares Held When
Elected/Inaugurated
Shares Held When
Elected/Inaugurated
Shares Currently Held Shares Currently Held Shares Currently Held
by Spouse/Minor
Children
Shares Currently Held
by Spouse/Minor
Children
Shares Held
Under Other’s
Name
Shares Held
Under Other’s
Name
Major Experience
(Education)3
Position(s)
Concurrently Held in
this and other
Organizations
Spouse/2ndDegree
Relatives Holding
Officer/Director/
Supervisor Post of this
Organization.
Spouse/2ndDegree
Relatives Holding
Officer/Director/
Supervisor Post of this
Organization.
Spouse/2ndDegree
Relatives Holding
Officer/Director/
Supervisor Post of this
Organization.
Shares % Shares % Shares % Shares % Title Name Relation
ship
Chiu 2002 Chi University.
President, Top Taiwan
Investment &
Development.
President, Top Taiwan
Venture Capital.
President,Taiwan Life
  • 1Corporate shareholders must list their name and representative (representatives of corporate shareholders must indicate the corporate shareholder they represent) and complete Table 1 below.

  • 2Fill in the date of being a director or supervisor of the Company for the first time. Please also specify the interruption, if any.

  • 3Please specify the title and duty for any past experiences related to the current position, such as working at the CPA firm auditing this report or an affiliate during the reporting period.

  • 4Chairman of SINBON Beijing (representative of corporate shareholder), chairman of SINBON Hong Kong (representative of corporate shareholder), chairman of SINBON Shanghai (representative of corporate shareholder), chairman of SINBON Shenzhen (representative of corporate shareholder), chairman of SINBON Jiangyin (representative of corporate shareholder), chairman of Guanze, chairman of SINBON International (representative of corporate shareholder), chairman of SINBON Japan (representative of corporate shareholder), director of SAMOA Smart & Diligent Co., Ltd. (representative of corporate shareholder), supervisor of Argosy Technology (representative of corporate shareholder), chairman of Liandign Venture Capital (representative of corporate shareholder), chairman of Fuding Venture Capital (representative of corporate shareholder), director of Heding Venture Capital (representative of corporate shareholder), director of Huading International Venture Capital (representative of corporate shareholder), independent director of AOPEN Inc, director of SINACT (Hong Kong) International Co., Ltd. (representative of corporate shareholder), director of INPAQ Technology (representative of corporate shareholder), director of T-CONN Precision (representative of corporate shareholder), director of T-CONN Precision Zhongshan (representative of corporate shareholder), director of Super Elite Ltd. (representative of corporate shareholder), director of Super Progressive Ltd. (representative of corporate shareholder), chairman of Xinbang Material Technology(representative of corporate shareholder), director of COMTEK Electronics (representative of corporate shareholder), and director Beijing SINBON Electronics (representative of corporate shareholder).

  • 5Director of SINBON Shenzhen (representative of corporate shareholder), director of Guanze (representative of corporate shareholder), director of Argosy Beijing (representative of corporate shareholder), chairman of T-CONN Precision (representative of corporate shareholder), chairman of T-CONN Precision Zhongshan (representative of corporate shareholder), and chairman of Super Elite Ltd. (representative of corporate shareholder).

  • 6Chairman of Argosy Technology, chairman of Argosy Technology B.V., chairman of Argosy Technology, Inc., chairman of Global Saber Electronics Co., Ltd., chairman of Rotec Limited, supervisor of INPAQ Technology (representative of corporate shareholder), director of Fuding Venture Capital (representative of corporate shareholder), director of Yuanding Venture Capital (representative of corporate shareholder), and director of Huanyu Precision (representative of corporate shareholder).

  • 7Director of Worldwide Wire Harnesses Ltd. (representative of corporate shareholder), chairman of SINACT Electronics (representative of corporate shareholder), chairman of SINBON Tongcheng (representative of corporate shareholder), chairman of DigiO2 International (representative of corporate shareholder), director of SINBON Jiangyin (representative of corporate shareholder), director of SINBON Hong Kong (representative of corporate shareholder), supervisor of SINBON Beijing (representative of corporate shareholder), director of SINBON Technologies (representative of corporate shareholder), director of SINBON Beijing (representative of corporate shareholder), director of SINBON Shenzhen (representative of corporate shareholder), and director of SINBON Shanghai (representative of corporate shareholder).

  • 8Chairman of Chiding Venture Investment, independent director of Inventec Besta, independent director of Formosa Plastics, director of AcBel Polytech Inc, supervisor of ELAN Microelectronics, and chairman of Waterland Financial Holdings.

9Chairman and president of Top Taiwan, Jiuding, Heding, and Wending venture capitals and Top Taiwan Venture Investment Consulting; chairman and president of Liding, Lianding, Fuding, Chiding, Huading, and Yuanding venture investment; independent director of Silitech Technology, Chicony Power Technology, and Goldsun Group; representative of corporate director of Depo Auto Parts, Share Hope Medicine, Chia Chang , and AMICCOM Electronics; director of ELAN Microelectronics; and managing director of Taiwan Allied Container Terminal.

- 9 -
Table 1: Major Shareholder of Corporate Shareholder
(13 April 2015)
Name of Corporate Shareholder1 Major Shareholders of Corporate Shareholder2
Guanze (17.40%), Cao-liang Wang (7.34%), Shu-zhen Chen (3.69%), SINBON Electronics
Argosy Research Inc. (3.50%), Yi-ben Yuan (2.48%), Yuanding Venture Capital (1.99%), Xiu-xi Chen (1.47%),
Sheng-wen Wang (1.36%), Hong-xun Yang (1.23%), and Xing-yi Liu(1.14%).

1 Directors and supervisors who are representatives of corporate shareholders must fill in the name of the corporate shareholders they represent in the table.

2 Fill in the major shareholders of that corporate shareholder (top ten shareholders) and their shares. If major shareholders are corporate shareholders, continue with Table 2.

Table 2: Major Shareholders of Major Corporate Shareholders in Table 1
(13 April 2015)
(13 April 2015)
Name of Corporate Shareholder in Table 11 Major Shareholders of Corporate Shareholder2
Guanze Co., Ltd. SINBON Electronics (100%)
SINBON Electronics Co., Ltd. Fubon Life Insurance Co., Ltd. (6.64%), Joseph Wang (2.22%), Argosy Research (1.74%), Taiyi
Venture Capital (1.70%), fiduciary account of the UBS (Lux) Equity SICAV– Emerging Markets
at Dunbei Branch of Standard Chartered Bank (1.51%), trust account of Joseph Wang at
Taishin Bank (1.44%), Guoxiang Investment (1.20%), Chen Pang Blind Industrial (1.10%),
Xin-ci Yeh(1.04%), and Fubon Property & Casualty Insurance(0.99%).
Yuanding Venture Capital Corporation Hontai Life Insurance (20.83%), Taiwan Life Insurance (19.92%), Shin Kong Life Insurance
(16.67%), Farglory Life Insurance (4.17%), ELAN Microelectronics (4.17%), Shin Kong
Insurance (4.17%), Guo-yi Yeh (4.17%), Ampire Co., Ltd. (3.33%), Taiwan Fire and Marine
Insurance(3.33%) and Sheng-wei Yin(2.08%).

1 Fill in the corporation name for corporate shareholders in Table 1.

2 Fill in the major shareholders of that corporate shareholder (top ten shareholders) and their shares.

- 10 -

Information of Directors and Supervisors (II)

Requirements
Name1
Do independent directors have over 5 years of
relevant experience and the following professional
qualifications?
Do independent directors have over 5 years of
relevant experience and the following professional
qualifications?
Do independent directors have over 5 years of
relevant experience and the following professional
qualifications?
Compliance with independency2 Compliance with independency2 Compliance with independency2 Compliance with independency2 Compliance with independency2 Compliance with independency2 Compliance with independency2 Compliance with independency2 Compliance with independency2 Compliance with independency2 Concurrently serving as an independent
director of other public companies.
A faculty member of the discipline
of commerce, law, finance,
accounting, or other academic
disciplines of a higher education
establishment relating to the
business of the Company
A judge, public prosecutor, attorney,
certified public accountant, or other
professional or technical specialist
who has passed a national
examination and has been awarded
a certificate in a profession required
by the business of the Company
Have work experience in
commerce, law, finance, or
accounting, or otherwise required
by the business of the Company
1 2 3 4 5 6 7 8 9 10
Joseph Wang No No Yes 1
Xin-chi Yeh No No Yes 0
Cao-liang Wang,
representative of
ArgosyResearch

No
No Yes 0
Wei-mingLiang No No Yes 0
Meng-ru Zheng No No Yes 0
Chi-lin Wei Yes No Yes 2
Pi-Hsia
Hsu-Chung
No No Yes 0
Min-zhengLin No No Yes 0
Jun-xingLiang No No Yes 1
AndyT.C. Chiu No No Yes 3

1Number of columns is subject to change as necessary.

  • 2Please tick the corresponding items when directors and supervisors comply with the following conditions two years before being elected and during their term.

  • (1) Not an employee of the Company or any of its affiliates.

  • (2) Not a director or supervisor of the Company or any of its affiliates (except as an independent director of the Company, or its parent company, or its subsidiary where the Company holds, either directly or indirectly, over 50% of the voting shares).

  • (3) Not an individual shareholder holding shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of one percent or more of the total number of shares issued by the Company or ranks as one of its top ten shareholders.

  • (4) Not a spouse, relative within the second degree by consanguinity, or lineal relative within the third degree by consanguinity, of any of the above persons in the above three items.

  • (5) Not a director, or supervisor, or employee of a corporate/institutional shareholder that directly holds five percent or more of the total number of shares issued by the Company or ranks as one of its top five shareholders.

  • (6) Not a director, supervisor, officer, or shareholder holding five percent or more of the shares of a specified company or institution that has a financial or business relationship with the Company;

  • (7) Not a professional or an owner, partner, director, supervisor, officer, or spouse of a sole proprietorship, partnership, company, or institution providing commercial, legal, financial, and accounting services or consultation to the Company or its affiliates; except for a member of the wage and compensation committee exercising powers with reference to Article 7 of the “Regulations Governing the Establishment and Exercise of Powers of Compensation Committees of Companies whose Stock is Listed on the TWSE or Traded on the GTSM”.

  • (8) Not a spouse or a relative within the second degree by affinity of a director of the Company.

  • (9) No violation of any items specified in Article 30 of the Company Act.

  • (10) Not a governmental, juridical person or its representative as specified in Article 27 of the Company Act.

- 11 -

3.2.2. President, Vice Presidents, Assistant Vice Presidents, Department or Branch Officers

(13 April 2015)

Title1 Nationality Name Inaugural
(elected)
Date
Shares Held Shares Held Shares Currently
Held by Spouse/
Minor Children
Shares Currently
Held by Spouse/
Minor Children
Shares Held Under
Other’s Name
Shares Held Under
Other’s Name
Major Experience (Education)2 Position(s)
Concurrently Held in
Other Organizations
Spouse/2ndDegree Relatives
Holding Manager Post of this
Organization.
Spouse/2ndDegree Relatives
Holding Manager Post of this
Organization.
Spouse/2ndDegree Relatives
Holding Manager Post of this
Organization.
Shares % Shares % Shares % Title Name Relations
hip
President ROC Wei-ming
Liang
5 Jan 1998 1,001,228 0.48% 0 0% 0 0% IE & MBA, University of Iowa.
BS in Industrial Engineering, Tunghai
University.
VP,Chief Land Electronic Co.,Ltd.
3 N/A N/A N/A
Vice
President
ROC Huang-ji Lin 6 Aug 2001 134,907 0.06% 0 0% 0 0% MS in Information Management, National
Sun Yat Sen University
BA in Management Science, National Chao
Tung University.
IT Director, Taiwan IC Packaging
MIS Manager, Walton Advanced
Engineering.
System Manager, Jianyuan Plant, Philips
Taiwan.
4 N/A N/A N/A
Vice
President
ROC Zhen-xing
Chen
1 Aug 2014 0 0% 0 0% 0 0% BS in Electronic Engineering, Tatung
Institute of Technology.
R&D Officer, Tatung Company.
R&D Officer, IISI.
R&D Officer,Tongya.
N/A N/A N/A N/A
Director ROC Han Tao 1 Jun 1990 784,783 0.38% 537,126 0.26% 0 0% MS in Industrial Engineering, Tunghai
University.
Engineer,Lucent Taiwan
N/A N/A N/A N/A
Director ROC Ping LI 1 Oct 1996 96,379 0.05% 0 0% 0 0% BA in Industrial Management, National
Cheng Kung University.
QC Manager,ChenfengMachinery
N/A N/A N/A N/A
Director ROC Qi-zhong
Chen
15 Aug 1997 44,793 0.02% 1,727 0% 0 0% BA in English, Tamkang University. 5 N/A N/A N/A
Director ROC Wen-sen
Huang
11 Feb 1998 217,611 0.10% 0 0% 0 0% Dip. in Industrial Design, National Taipei
Institute of Science and Technology.
Marketing Chief, AMP
MarketingManager,IR-TEC International.
N/A N/A N/A N/A
Director ROC Hong-kai
Luo
14 Jun 1999 0 0% 0 0% 0 0% Dip in Mechanical Engineering, Long Hua
Institute of Technology
R&D Chief, Pan International
R&D and Sales Manager, Tang
R&D Manager,North Star.
N/A N/A N/A N/A
Director ROC Jia-zhi Hsu 1 Nov 2000 31,838 0.02% 436 0% 0 0% BS in Industrial Engineering and
Management, National United University
Sales Manager, Rui Zun Electronics.
N/A N/A N/A N/A
- 12 -
Title1 Nationality Name Inaugural
(elected)
Date
Shares Held Shares Held Shares Currently
Held by Spouse/
Minor Children
Shares Currently
Held by Spouse/
Minor Children
Shares Held Under
Other’s Name
Shares Held Under
Other’s Name
Major Experience (Education)2 Position(s)
Concurrently Held in
Other Organizations
Spouse/2ndDegree Relatives
Holding Manager Post of this
Organization.
Spouse/2ndDegree Relatives
Holding Manager Post of this
Organization.
Spouse/2ndDegree Relatives
Holding Manager Post of this
Organization.
Shares % Shares % Shares % Title Name Relations
hip
Director ROC Jun-yu Chen 1 Oct 2000 55,371 0.03% 0 0% 0 0% LLM, Law School, Fudan University.
HR and Sales Manager, Tsankuen Shanghai.
Director, Administration Division, Want
Want Holdings Limited
N/A N/A N/A N/A
Director ROC Li-hua Zhang 1 Oct 2001 1,049 0.00% 1,226 0% 0 0% BA in Home Economics, Chinese Culture
University
Senior Secretary,AMP
N/A N/A N/A N/A
Director ROC Li-li Huang 21 Apr 1997 23,539 0.01% 0 0% 0 0% BA in International Trade, Chung Yuan
Christian University.
Product Manager, Marketing Department,
AMP
PR & Consumer Relations Staff,
Kimberly-Clark Taiwan.
N/A N/A N/A N/A
Financial/Ac
counting
Officer
ROC Chi-Chou
Chang
1 Octo 2000 209,705 0.10% 101,608 0.05% 0 0% MBA, National Chung Hsing University
BA in Accounting, Chung Yuan Christian
University.
Associate Manager,Diwan & Company
6 N/A N/A N/A
Director ROC Jun-qiang
Wang
1 Oct 2014 130,000 0.06% 150,000 0.07% 0 0% MBA, Rutgers University.
BS in Industrial Engineering, Tunghai
University.
Capital Market Assistant Manager, Taiwan
Securities
Director, SINBON
Shenzhen
Supervisor, Guanze.
Supervisor, DigiO2.
N/A N/A N/A
Ass. Director ROC Cheng-ling Li 1 Sep 2014 0 0% 0 0% 0 0% BA in Business Administration & Sociology,
Tunghai University
HR Manager, HONDA Taiwan
HR Manager, Infineon Group
Senior HR Manager,Foxconn Group
N/A N/A N/A N/A
Ass. Director ROC Xiu-sui Lin 1 Sep 2014 28,949 0.01% 0 0% 0 0% Ging Chung Business College
Sales Officer, Connector BU, SINBON
Taiwan.
N/A N/A N/A N/A
Ass. Director ROC Zhi-xiang
Zhang
1 Sep 2014 0 0% 0 0% 0 0% BS in Aerospace Engineering, Tamkang
University.
Product Manager,Speed Tek.
N/A N/A N/A N/A
Ass. Director ROC Jie-liang
Chen
1 Sep 2014 200 0% 0 0% 0 0% EMBA, National Chung Hsing University.
Data Systems
N/A N/A N/A N/A
Ass. Director ROC Yun-ru
Huang
1 Sep 2014 0 0% 60 0% 0 0% LLM, University of Southern California.
LLB, National Taiwan University.
Legal Affairs, AcBel.
Legal Affairs, Lin & Chang International Law
Offices
N/A N/A N/A N/A
Ass. Director ROC Jin-ze Zheng 1 Sep 2014 0 0% 0 0% 0 0% BA in Political Science, Soochow University.
VP,KeyMouse Electronic
N/A N/A N/A N/A
Ass. Director ROC Xin-chun Wu 1 Oct 2014 823 0% 0 0% 0 0% 7 N/A N/A N/A N/A
Ass. Director ROC Bing-chen 1 Oct 2014 1,609 0% 0 0% 0 0% PingTungCollege of Technology N/A N/A N/A N/A
- 13 -
Title1 Nationality Name Inaugural
(elected)
Date
Shares Held Shares Held Shares Currently
Held by Spouse/
Minor Children
Shares Currently
Held by Spouse/
Minor Children
Shares Held Under
Other’s Name
Shares Held Under
Other’s Name
Major Experience (Education)2 Position(s)
Concurrently Held in
Other Organizations
Spouse/2ndDegree Relatives
Holding Manager Post of this
Organization.
Spouse/2ndDegree Relatives
Holding Manager Post of this
Organization.
Spouse/2ndDegree Relatives
Holding Manager Post of this
Organization.
Shares % Shares % Shares % Title Name Relations
hip
Song Sales Manager,Wieson Technologies
Ass. Director ROC Hao-min Hsu 1 Oct 2014 75 0% 0 0% 0 0% Department of Shipping and Transportation
Management, National Taiwan Ocean
University.
Longwell Company
FedEx Taiwan
N/A N/A N/A N/A
Ass. Director ROC Kong-de
Yang
1 Oct 2014 0 0% 0 0% 0 0% College
Plant Manager,Golden Bridge Electech
N/A N/A N/A N/A

1The information of the president, vice presidents, assistant vice presidents, and department and branch officers and positions equivalent to a president, vice president, or assistant vice president, regardless of title, must be disclosed.

  • 2Experience related to the current position. If the person has worked at the accountant’s firm where this report is certified or an affiliate of the Company, his title and duty must be specified.

  • 3Director of Worldwide Wire Harnesses Ltd. (representative of corporate shareholder), director on of SINACT Electronics (representative of corporate shareholder), chairman of SINBON Tongcheng (representative of corporate shareholder), chairman of DigiO2 (representative of corporate shareholder), director of SINBON Jiangyin (representative of corporate shareholder), director of SINBON Hong Kong (representative of corporate shareholder), supervisor of SINBON Beijing (representative of corporate shareholder), director of SINBON Technologies (representative of corporate shareholder), director of SINBON Electronics Beijing (representative of corporate shareholder), director of SINBON Shenzhen (representative of corporate shareholder), and director of SINBON Shanghai (representative of corporate shareholder).

  • 4Director of SINBON Hong Kong (representative of corporate shareholder), supervisor of SINBON Jiangyin (representative of corporate shareholder), supervisor of SINBON Tongcheng (representative of corporate shareholder), supervisor of SINACT Electronics (representative of corporate shareholder).

  • 5Director of SINBON Tongcheng (representative of corporate shareholder), director of SINACT Electronics (representative of corporate shareholder), director of SINBON Jiangyin (representative of corporate shareholder), and supervisor of SINBON Electronics Beijing (representative of corporate shareholder).

  • 6Director of SINBON Hong Kong (representative of corporate shareholder), supervisor of SINBON Shenzhen (representative of corporate shareholder), supervisor of SINBON Shanghai (representative of corporate shareholder), supervisor of DigiO2 (representative of corporate shareholder), director of Guan Ze (representative of corporate shareholder), director of SINACT Electronics (representative of corporate shareholder), supervisor of COMTEK Electronics Dongguan (representative of corporate shareholder), supervisor of T-CONN (representative of corporate shareholder), director of Super Elite Ltd. (representative of corporate shareholder), supervisor of SINBON Electronics Beijing (representative of corporate shareholder), director of SINBON Tongcheng (representative of corporate shareholder), director of SINBON Jiangyin (representative of corporate shareholder).

  • 7Not provided.

- 14 -

3.3. Remunerations Paid to Directors, President, and Vice Presidents Last Year

3.3.1. Directors (including independent directors)

(31 December 2013/NT$1,000)
Title Name Remuneration Remuneration paid to directors paid to directors Proportion of
the sum of
items A-D in net
profit after tax11
Proportion of
the sum of
items A-D in net
profit after tax11
Compensation earned bydirectors holdingconcurrentposts at Compensation earned bydirectors holdingconcurrentposts at Compensation earned bydirectors holdingconcurrentposts at Compensation earned bydirectors holdingconcurrentposts at Compensation earned bydirectors holdingconcurrentposts at Compensation earned bydirectors holdingconcurrentposts at Compensation earned bydirectors holdingconcurrentposts at Compensation earned bydirectors holdingconcurrentposts at SINBON or affiliates SINBON or affiliates SINBON or affiliates SINBON or affiliates Proportion of
the sum of
items A-G in
net profit after
tax11
Proportion of
the sum of
items A-G in
net profit after
tax11
Compensation Paid to Directors from
Non-consolidated Affiliates12
Base
Compensation
(A)2
Severance
Pay and
Pensions (B)
Compensation
to Directors (C)3
Allowances
(D)4
Base
Compensation,
Bonuses, and
Allowances (E)5
Severance
Pay and
Pensions
(F)
Employee Profit Sharing (G)6 Exercisable
Employee
Stock
Options
(H)7
Granted
Employee
Restricted
Stock (I)13
From SINBON From All Consolidated Entities8 From SINBON From All Consolidated Entities8 From SINBON From All Consolidated Entities8 From SINBON From All Consolidated Entities8 From SINBON From All Consolidated Entities8 From SINBON From All Consolidated Entities8 From SINBON From All Consolidated Entities8 From SINBON From All
Consolidated
Entities8
From SINBON From All Consolidated Entities8 From SINBON From All Consolidated Entities8 From SINBON From All Consolidated Entities8
Cash Stock (Fair
Market Value)
Cash Stock (Fair
Market Value)
Chairman Joseph Wang 0 0 0 0 8,500 8,500 340 340 1.11% 1.14% 5,445 9,001 0 0 5,500 0 5,500 0 0 0 0 0 2.49% 3.01% N/A
Director Wei-ming
Liang
Director Xin-chi Yeh
Director Cao-liang
Wang,
representativ
e of Argosy
Research
Director Meng-ru
Zheng
Independen
t Director
Chi-lin Wei
Independen
t Director
Pi-Hsia
Hsu-Chung
- 15 -

Remuneration Intervals

Remuneration Intervals Remuneration Intervals Remuneration Intervals Remuneration Intervals
Intervals of Remuneration Paid to
Directors (NT$)
Director
Sum of A+B+C+D Sum of A+B+C+D+E+F+G
From SINBON9 From All Consolidated
Entities10 (I)

From SINBON9
From All Consolidated
Entities10 (J)
Under 2,000,000 All directors All directors Xin-chi Yeh,; Cao-liang
Wang, representative of
Argosy Research;
Meng-ru Zheng; Chi-lin
Wei;Pi-Hsia Hsu-Chung
Xin-chi Yeh,; Cao-liang
Wang, representative of
Argosy Research;
Meng-ru Zheng; Chi-lin
Wei;Pi-Hsia Hsu-Chung
2,000,000(incl.)-5,000,000(excl.) Wei-mingLiang Wei-mingLiang
5,000,000(incl.)-10,000,000(excl.) Joseph Wang Joseph Wang
10,000,000(incl.)-15,000,000(excl.)
15,000,000(incl.)-30,000,000(excl.)
30,000,000(incl.)-50,000,000(excl.)
50,000,000(incl.)-100,000,000(excl.)
Over 100,000,000
Total 8,840,000 8,840,000 19,785,000 23,341,000
  • 1The name of directors must be indicated individually (both the name of corporate shareholders and their representatives must be indicated). The

amount of remunerations must be expressed in sum. Directors concurrently taking the president or vice president posts must be specified in this table and the table below (3-1) or (3-2).

  • 2This refers to the remuneration for directors in the last year (including base compensation, allowances, severance pay, bonuses, and rewards).

  • 3This refers to the amount of compensations paid to directors approved by the board before profit allocation plan is approved by the shareholders’ meeting in the last year.

  • 4This includes all kinds of allowances for directors in the last year (including travel expense, special disbursement, allowances, housing, company car, etc.). When housing, company car and other transportation or personal expense are provided, the nature and cost of such assets, the actual rent or rent calculated based on fair market price, gasoline reimbursement, and other payments must be disclosed. If drivers are assigned, please specify the wage for these drivers without combining with the compensation for directors.

  • 5This includes all kinds of compensations for directors who are also employees (including president, vice presidents, and other managers and employees) in the last year, including salary, allowances, severance pay, bonuses, rewards, travel expense, special disbursement, subsidies, housing, company car, etc.). When housing, company car and other transportation or personal expense are provided, the nature and cost of such assets, the actual rent or rent calculated based on fair market price, gasoline reimbursement, and other payments must be disclosed. If drivers are assigned, please specify the wage for these drivers without combining with the compensation for directors.

  • 6This refer to the employee profit sharing (including stock and cash) of directors who are also employees (including president, vice presidents, and other managers and employees) in the last year. The amount of employee profit sharing approved by the board before the allocation plan is approved by the shareholders’ meeting in the last year must be disclosed. If the amount cannot be estimated, calculate the planned amount for this year based on the actual amount distributed last year and fill out Table 1-3.

  • 7It refers to the number of shares specified in the certificate of employee stock options (excluding the exercised section) for directors who are also employees by the report publishing date. In addition to this table, please also fill out Table 15.

  • 8The total amount of all remunerations paid to directors by all consolidated entities (including SINBON).

  • 9The name of directors must be disclosed in respective remuneration intervals based on the total amount of remunerations paid to each director by SINBON.

  • 10The name of directors must be disclosed in respective remuneration intervals based on the total amount of remunerations paid to each director by all consolidated entities (including SINBON).

  • 11This net profit after tax refers to the net profit after tax in the last year; or the net profit after tax of each entity or individual financial statements in the last year when IFRS is applied.

12

  • a. This refers to the amount compensation paid to directors from non-consolidated affiliates.

  • b. The amount of compensation paid to directors from non-consolidated affiliates must be included in the remuneration interval (J), and the column must be renamed as “all non-consolidated affiliates”.

c. Compensation refers to the remuneration, wage, employee profit sharing, and allowances paid by non-consolidated affiliates to directors who are also their directors, supervisors, or managers.

  • 13This refers to the number of shares obtained by directors who are also employees (including president, vice presidents, and other managers and employees) from granted employee restricted stock by report publishing date. In addition to this table, please fill out Table 15-1.

*As the remuneration structure disclosed in this table is different from the concept specified in the Income Tax Act, information disclosed in this table is not intended for use in taxation.

- 16 -

3.3.2. Remunerations Paid to Supervisors

(31 December 2014/NT$1,000) (31 December 2014/NT$1,000) (31 December 2014/NT$1,000)
Title Name Remunerationpaid to supervisors Proportion of the sum of
items A-C in net profit
after tax8
Compensation Paid to
Supervisors from
~~N~~on-co~~n~~solidated Affiliates9
Base Compensation (A)2 Compensation to
Supervisor(B)3
Allowances (C)4
From
SINBON
From All
Consolidated
Entities5
From
SINBON
From All
Consolidated
Entities5
From
SINBON
From All
Consolidated
Entities5
From
SINBON

From All
Consolidated
Entities5
Supervisor Min-cheng
Lin
0 0 1,000 1,000 40 40 0.13% 0.13% N/A
Supervisor Andy T.C.
Chiu
0 0 1,000 1,000 30 30 0.13% 0.13% N/A
Supervisor Jun-xing
Liang
106 106 1,000 1,000 40 40 0.14% 0.15% N/A
  • 1The name of supervisors must be indicated individually (both the name of corporate shareholders and their representatives must be indicated). The amount of remunerations must be expressed in sum.

  • 2This refers to the remuneration for supervisors in the last year (including base compensation, allowances, severance pay, bonuses, and rewards).

  • 3This refers to the amount of compensations paid to supervisors approved by the board before profit allocation plan is approved by the shareholders’ meeting in the last year.

  • 4This includes all kinds of allowances for supervisors in the last year (including travel expense, special disbursement, allowances, housing, company car, etc.). When housing, company car and other transportation or personal expense are provided, the nature and cost of such assets, the actual rent or rent calculated based on fair market price, gasoline reimbursement, and other payments must be disclosed. If drivers are assigned, please specify the wage for these drivers without combining with the compensation for supervisors.

  • 5The total amount of all remunerations paid to supervisors by all consolidated entities (including SINBON).

  • 6The name of supervisors must be disclosed in respective remuneration intervals based on the total amount of remunerations paid to each director by SINBON.

  • 7The name of supervisors must be disclosed in respective remuneration intervals based on the total amount of remunerations paid to each director by all consolidated entities (including SINBON).

  • 8This net profit after tax refers to the net profit after tax in the last year; or the net profit after tax of each entity or individual financial statements in the last year when IFRS is applied.

9

  • a. This refers to the amount compensation paid to supervisors from non-consolidated affiliates.

  • b. The amount of compensation paid to supervisors from non-consolidated affiliates must be included in the remuneration interval (J), and the column must be renamed as “all non-consolidated affiliates”.

  • c. Compensation refers to the remuneration, wage, employee profit sharing, and allowances paid by non-consolidated affiliates to supervisors who are also their directors, supervisors, or managers.

*As the remuneration structure disclosed in this table is different from the concept specified in the Income Tax Act, information disclosed in this table is not intended for use in taxation.

- 17 -

3.3.3. Remunerations Paid to President and Vice Presidents

(31 December 2014/NT$1,000) (31 December 2014/NT$1,000) (31 December 2014/NT$1,000) (31 December 2014/NT$1,000) (31 December 2014/NT$1,000) (31 December 2014/NT$1,000) (31 December 2014/NT$1,000) (31 December 2014/NT$1,000) (31 December 2014/NT$1,000) (31 December 2014/NT$1,000)
Title Name Base
Compensation
(A)2
Severance
Pay and
Pensions
(B)
Bonuses,
Special
Disbursement,
etc. (C)3
Employee Profit Sharing (D)4 Proportion of
the sum of
items A-D in
net profit after
tax9
Exercisable
Employee
Stock
Options5
Granted
Employee
Restricted
Stock11
Compensation Paid to Supervisors from
Non-consolidated Affiliates10
From SINBON From All Consolidated
Entities6
From SINBON From All Consolidated
Entities6
From SINBON From All Consolidated
Entities6
From
SINBON
From All
Consolidate
d Entities5
From SINBON From All Consolidated
Entities6
From SINBON From All Consolidated
Entities6
From SINBON From All Consolidated
Entities6
Cash Stock (Fair
Market Value)
Cash Stock (Fair
Market Value)
President Wei-ming
Liang
3,334 4,300 0 0 3,166 3,166 1,460 0 1,460 0 1.00% 1.15% 0 0 0 0 N/A
Vice
President
Huang-ji Lin
Zhen-xing
Chen

*Regardless of titles, the remuneration for employees equivalent to a president or vice president (e.g. general manager, CEO, director, etc.) must be disclosed.

Remuneration Intervals

Intervals of Remuneration Paid to President and Vice
Presidents (NT$)
Name of President and Vice Presidents Name of President and Vice Presidents
From SINBON7 From All Consolidated
Entities8
Under 2,000,000 - -
2,000,000 (incl.)-5,000,000 (excl.) Wei-ming Liang; Huang-ji
Lin;and Zhen-xingChen
Wei-ming Liang; Huang-ji Lin;
and Zhen-xingChen
5,000,000(incl.)-10,000,000(excl.) - -
10,000,000(incl.)-15,000,000(excl.) - -
15,000,000(incl.)-30,000,000(excl.) - -
30,000,000(incl.)-50,000,000(excl.) - -
50,000,000(incl.)-100,000,000(excl.) - -
Over 100,000,000 - -
Total 7,960,000 8,926,000
The name of presidents and vice presidents must be indicated individually. The amount of remunerations must be expressed in sum. Directors
concurrently taking the president or vice president posts must be specified in this table and the above table.
Fill in the base compensation, allowances, and severance pay of presidents and vice presidents in the last year.
This includes all kinds of bonuses, monetary rewards, travel expense, special disbursement, allowances, housing, company car, and amount of other
remunerations for presidents and vice presidents in the last year. When housing, company car and other transportation or personal expense are
provided, the nature and cost of such assets, the actual rent or rent calculated based on fair market price, gasoline reimbursement, and other
payments must be disclosed. If drivers are assigned, please specify the wage for these drivers without combining with the compensation for
presidents and vice presidents.
This refer to the amount of employee profit sharing (including stock and cash) for presidents and vice presidents in the last year approved by the
board before the allocation plan is approved by the shareholders’ meeting. Also complete Table 1-3. The net profit after tax refers to the net profit
after tax in the last year; or the net profit after tax of each entity or individual financial statements in the last year when IFRS is applied.
It refers to the number of shares specified in the certificate of employee stock options (excluding the exercised section) for presidents and vice
presidents by the report publishing date. In addition to this table, please also fill out Table 15.
The total amount of all remunerations paid to presidents and vice presidents by all consolidated entities (including SINBON).
  • 7The name of presidents and vice presidents must be disclosed in respective remuneration intervals based on the total amount of remunerations paid to each president and vice president by SINBON.

  • 8The name of presidents and vice presidents must be disclosed in respective remuneration intervals based on the total amount of remunerations paid to each president and vice president by all consolidated entities (including SINBON).

9This net profit after tax refers to the net profit after tax in the last year; or the net profit after tax of each entity or individual financial statements in the last year when IFRS is applied.

10

  • a. This refers to the amount compensation paid to presidents and vice presidents from non-consolidated affiliates.

  • b. The amount of compensation paid to presidents and vice presidents from non-consolidated affiliates must be included in the remuneration interval (E), and the column must be renamed as “all non-consolidated affiliates”.

  • c. Compensation refers to the remuneration, wage, employee profit sharing, and allowances paid by non-consolidated affiliates to presidents and vice presidents who are also their directors, supervisors, or managers.

- 18 -

11This refers to the number of shares obtained by directors who are also employees (including president, vice presidents, and other managers and employees) from granted employee restricted stock by report publishing date. In addition to this table, please fill out Table 15-1.

*As the remuneration structure disclosed in this table is different from the concept specified in the Income Tax Act, information disclosed in this table is not intended for use in taxation.

Name of Executives Receiving Employee Profit Sharing and Status of Profit Allocation

(31 December 2014/NT$1,000) (31 December 2014/NT$1,000) (31 December 2014/NT$1,000)
Title1 Name1 Amount of Profit
Sharingin Stock
Amount of Profit
Sharingin Cash
Total Proportion in Net
Profit after Tax(%)
Executives President Wei-mingLiang 0 2,480 2,480 0.31%
Vice President Huang-ji Lin
Vice President Zhen-xingChen
Director Han Tao
Director PingLI
Director Qi-zhongChen
Director Hong-kai Luo
Director Wen-sen Huang
Director Jia-zhi Hsu
Director Jun-yu Chen
Director Li-li Huang
Director Li-hua Zhang
Director Jun-qiangWang
Ass. Director Cheng-lingLi
Ass. Director Xiu-sui Lin
Ass. Director Zhi-xiangZhang
Ass. Director Jie-liangChen
Ass. Director Yun-ru Huang
Ass. Director Jin-ze Zheng
Ass. Director Hao-min Hsu
Ass. Director Bing-chen Song
Ass. Director Xin-chun Wu
CFO Chi-Chou Chang

1 The name and title of executives must be indicated individually. The amount of employee profit sharing must be expressed in sum.

2 Fill in the amount of employee profit sharing (including stock and cash) for executives in the last year approved by the board before the allocation plan is approved by the shareholders’ meeting. If the amount cannot be estimated, calculate the planned amount for this year based on the actual amount distributed last year. The net profit after tax refers to the net profit after tax in the last year; or the net profit after tax of each entity or individual financial statements in the last year when IFRS is applied.

3 Referring to order in Letter Tai-Cai-Zi 0920001301 issued on 27 March 2003, the scope of executives (or managerial personnel) must cover:

a. President and its equivalent.

  • b. Vice president and its equivalent.

c. Assistant vice president and its equivalent.

d. Financial department head.

  • e. Accounting department head.

f. Other personnel entitled to administer organization affairs and make approvals with their signature.

4 Directors, presidents and vice presidents receiving employee profit sharing (including stock and cash) must be disclosed in both Tale 1-2 and this table.

  • 3.3.4. Analysis of the proportion of the total amount of remunerations paid to directors, supervisors, presidents, and vice presidents by SINBON and all consolidated entities in last two years in net profit after tax; and the payment policy, standard, and combination of remunerations; procedure to remuneration determination; and their relevance to operational performance and future risk.
- 19 -

(31 December 2014)

(31 December 2014) (31 December 2014) (31 December 2014) (31 December 2014)
Item Proportion of Total Remuneration Amount in Net Profit after Tax(%)
2013 2014
SINBON All Consolidated
Entities
SINBON All Consolidated
Entities
Directors 2.81 3.60 2.49 3.01
Supervisors 0.44 0.47 0.40 0.41
Presidents and Vice Presidents 1.18 1.44 1.00 1.15
Note: Although the amount of remunerations in 2014 was higher than that of 2013, the percentage in net profit
after tax remains the same.
  • (1) Remunerations for directors and supervisors are calculated with reference to the organizational dividend policy and districted with approval of the shareholders’ meeting.

  • (2) Remunerations for presidents and vice presidents are approved based on the organizational compensation system and performance evaluation.

3.4. Corporate Governance

3.4.1. Board Operation

Between March 2014 and April 2015, six (A) board meetings were held, and
director attendances are as follows:
Title Name1 Actual
Participation
(Attendance)B
Agent
Attendance
Actual Participation
(Attendance) Rate
(%) (B/A)2
Remarks
Chairman Joseph Wang 6 0 100%
Director Wei-mingLiang 5 1 83%
Director Xin-chi Yeh 5 1 83%
Director Cao-liang Wang,
representative of
ArgosyResearch Inc.
6 0 100%
Director Meng-ru Zheng 6 0 100%
Independent
Director
Chi-lin Wei 6 0 100%
Independent
Director
Pi-Hsia Hsu-Chung 5 1 83%
Annotations
(1) For items listed in Article 14-3 of the Securities and Exchange Act and board resolutions with
dissenting opinion or qualified opinion expressed by independent directors and recorded in the
minutes or in writing, specify the date and term of the board meeting and proposal content of
corresponding board meetings, the opinion of all independent directors, and the management of
their opinion: N/A.
(2) For the recusal of proposals by directors for conflicts of interest, the name of directors, proposal
content, reason for recusal, and voting status must be specified: When reviewing the list of
independent directors at the 2ndboard meeting of 2015, Independent Director Chi-lin Wei was
recused from the discussion and voting because he was one of the candidates.
(3) Assessment of performance in improving board function and achieving relevant goals in this year and
last year: The board procedural regulations have been established and implemented with reference
to relevant regulations and two independent directors were established. In 2011, we established the
Wage and Compensation Committee with reference to the regulations of competent authorities.

1 If directors and supervisors are entities, the name of corporate shareholders and their representative must be disclosed.

2
  • (1) When directors or supervisors resign before the end of a fiscal year, the date of resignation must be specified in the Remarks, and their actual participation (attendance) rate (%) must be calculated with reference to their actual participation (attendance) frequency in the actual number of board meetings held during their term.

  • (2) When there is a director or supervisor re-election before the end of a fiscal year, the current and past directors and supervisors must be disclosed, and their status (past, current, or re-elected) must be specified in the Remarks.

- 20 -

Their actual participation (attendance) rate (%) must be calculated with reference to their actual participation (attendance) frequency in the actual number of board meetings held during their term.

3.4.2.Audit Committee Operation or Supervisor Participation in Board Operation:
SINBON adopted the supervisor system without establishing an audit committee.
Between March 2014 and April 2015, six (A) board meetings were held, and
supervisor attendances are as follows:
  • Actual Attendance Actual Attendance

  • Title Name Remarks (B) Rate (%) (B/A) (NB)

  • Supervisor Min-cheng Lin 6 100% Supervisor Jun-xing Liang 6 100% Supervisor Andy T.C. Chiu 5 83% Annotations (1) Formation and duty of supervisors 1) Communication between supervisors and employees/shareholders: Supervisors have attended shareholders’ meetings over the years to communicate with and report to shareholders face to face. In addition, we have established the spokesperson and acting spokesperson mechanism to communicate with shareholders and investors. Internally, each department gathers the opinion and comments of employees and submits them to the board to forward to supervisors. After detecting problems in an internal audit, the chief auditor will voluntarily report them to supervisors and exchange opinion with them.

  • 2) Communication between supervisors and chief auditor/CPA: Supervisors actively communicate organizational financial and sales situations with the chief auditor and CPA by phone, e-mail, or meeting. In addition, the chief auditor periodically submit the audit report to supervisors and CPA will send questionnaire to supervisors to implement two-way communication with supervisors.

  • (2) If supervisors express opinion at a board meeting, specify the date and term of the board meeting, the proposal content, board resolutions, and the handling of opinion expressed by supervisors: At the first board meeting held in 2014, Supervisor Min-cheng Lin recommended the board report the details and amount of endorsements made by the Company at the next board meeting. The recommendation was included in the report for the next board meeting by the chairperson.

Notes

  • (1) When supervisors resign before the end of a fiscal year, the date of resignation must be specified in the Remarks, and their actual attendance rate (%) must be calculated with reference to their actual attendance frequency in the actual number of board meetings held during their term.

  • (2) When there is a supervisor re-election before the end of a fiscal year, the current and past supervisors must be disclosed, and their status (past, current, or re-elected) must be specified in the Remarks. Their actual attendance rate (%) must be calculated with reference to their actual attendance frequency in the actual number of board meetings held during their term.

3.4.3. Corporate Governance and Compliance with Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies (BPP)

Assessment Item Status of Implementation1 Non-compliance
with the BPP
and reasons
Yes No. Performance Summary
1. Does the Company establish and
disclose a Corporate Governance
Best-Practice Principles for TSEC/
GTSM Listed Companies with
reference to the “BPP”?
The Company has established a Corporate Governance
Best-Practice Principles for TSEC/ GTSM Listed Companies
and disclosed it on the Market Observation Post System:
http://mops.twse.com.tw/mops/web/t100sb04_1
.
No.
2. Shareholding structure &
shareholders’ rights:
(1) Does the Company establish
and implement the internal
operation procedures to
handle shareholders’

(1) The Company has established the spokesperson
system to handle relevant affairs.
(2) The Company maintains a list of major shareholders
and their beneficial owners and has developed good
investor relations with major shareholders.
No
No
- 21 -
Assessment Item Status of Implementation1 Non-compliance
with the BPP
and reasons
Yes No. Performance Summary
suggestions, concern,
disputes and litigation
matters?
(2) Does the Company maintain a
list of major shareholders and
their beneficial owners?
(3) Has the Company established
and implemented a risk
management system and
“firewall” between the
Company and its affiliates?
(4) Has the Company established
internal rules prohibiting
insider trading on undisclosed
information?


(3) The Company has established the “Group Enterprise
Management Regulations”, “Re-investment
Management Regulations”, “Internal Control System”,
“Internal Audit System”, and relevant laws and
regulations to handle re-investments of the Company.
(4) The Company has established the “Code of Business
Ethics and Conduct” with reference to the Ethical
Corporate Management Best Practice Principles for
TWSE/GTSM Listed Companies to prohibit insider
trading.
No
No
3. Formation and responsibility of
the board of directors:
(1) Does the Company establish
and implement diversified
policies with reference to
board formation?
(2) After establishing the wage
and compensation committee
and audit committee by the
law, does the Company
voluntarily establish other
functional committees?
(3) Does the Company establish
board performance
evaluation regulations and
methods to evaluate board
performance every year?
(4) Does the Company assess the
independency of its CPAs?


(1) The Company has established two independent
directors. Board members have been selected from
qualified candidates by the chairperson with board
authorization.
(2) The Company does not establish any functional
committees, except for the Wage and Compensation
Committee. Functional committees will be established
where necessary.
(3) The chairman evaluates the performance of board
members. Based on the Company’s business
performance and articles of organization, the board
proposes the remuneration for directors and
supervisors for recognition by the shareholders’
meeting.
(4) The Company assesses the independency of CPAs on a
regular basis (once a year) with reference to Article 27
of the BPP and report the results to the board, and the
last report was presented on 24 April 2015. The
Company assesses the independency of CPA in terms
of financial interests, financing and guaranty, business
relations, family and individual relationship,
employment relations, gift and special offers, CPA
rotation and non-audit business. The Company has
obtained the statement of independency issued by
CPAs. So far, no incident or event affecting CPA
independencyhas been detected.
No.
No.
No.
No.
4. Does the Company establish
mechanisms for communicating
with stakeholders and a
stakeholder site on the corporate
website to appropriately respond
to material CSR topics they
concern about?
The Company has established the spokesperson system to
handle relevant affairs. By the end of December in 2015,
the Company will establish a stakeholder site on the
corporate website.
No.
5. Does the Company assign
professional registers to handle
shareholder meetingaffairs?
The Company has assigned the Register Department of
Taishin Commercial Bank as our register.
No.
- 22 -
Assessment Item Status of Implementation1 Non-compliance
with the BPP
and reasons
Yes No. Performance Summary
6. Information disclosure
(1) Has the Company established
a website to disclose own
financial and corporate
governance information?
(2) Does the Company disclose
such information with other
methods (e.g. English
website, assigning a staff to
gather and disclose relevant
information, implementing
the spokesperson system, and
posting the conference call on
the corporate website)?



(1) The Company discloses relevant financial information
and business information regularly and as necessary
over the corporate website (www.sinbon.com) and
MOPS(http://newmops.twse.com.tw
).
(2) The Company has established the spokesperson
system as required by authorities to handle relevant
affairs and discloses material information over the
Chinese and English versions of the corporate website
at www.sinbon.com.
No.
No.
7. Does the Company disclose other
information for investors better
understand its corporate
governance practices (including
but not limited to employee rights
and benefits, employee care,
investor relations, supplier
relations, stakeholder rights and
benefits, training for directors and
supervisors, implementation of
risk management policies and risk
assessment standards,
implementation of customer
relations policies, and insurance
for directors and supervisors)?
The Company has always been concerned about the rights
and benefits of customers, suppliers, shareholders, and
employees. Apart from implementing humanized
management, we value work environment safety and
health and has established the Employee Welfare
Committee, arrange liability insurance for directors and
supervisors, and establish the employee profit sharing
system in our articles of incorporation. Apart from
providing in-service corporate governance training for
directors and supervisors at least three hours each year, we
arrange 12 hours of corporate governance training for new
directors and supervisors. The result of implementation is
posted on the MOPS. Risk management policies and risk
assessment are established and implemented with
reference to the “Asset Acquisition and Settlement
Management Regulations”, “Endorsement and Guaranty
SOP”, “Code of Business Ethics”, “Board Procedural
Standards”, and “Internal Material Information Processing
SOP”. Investments with an amount of NT$300 million or
paid-in capital over 20% are submitted to the board for
resolution. The QA policy and customer rights and benefits
protection are included in our ISO. Every year we arrange
liability insurance for directors and supervisors as
prescribed in the articles of incorporation.
No.
8. Does the Company implement
self-evaluation of its corporate
governance practices or appoint a
third party to do so and maintain a
report? (If yes, please specify the
board opinion, self-evaluation or
third-party evaluation results,
major defects or
recommendations and
improvement.)2

The self-evaluation report of corporate governance
practices is posted on the MOPS at
http://mops.twse.com.tw/mops/web/t100sb10.
No.

1 Please describe the situation, either “yes” or “no” in the non-compliance column.

2 The self-evaluation report must contain the results of evaluation items for corporate governance practices, including the current condition of operation and implementation.

- 23 -

3.4.4. Disclosure of the formation, responsibility, and operation of the Compensation Committee, if any.

(1)Members of the Wage and Compensation Committee
(1) Members of the Wage and Co (1) Members of the Wage and Co (1) Members of the Wage and Co mpensation Committee mpensation Committee mpensation Committee mpensation Committee mpensation Committee mpensation Committee mpensation Committee mpensation Committee
Status1 Requirements
Name
Do committee directors have over 5 years
of relevant experience and the following
professionalqualifications?
Compliance with Independency2 Also a compensation committee member of other
public companies concurrently
Remarks3
A faculty member of the discipline of
commerce, law, finance, accounting, or
other academic disciplines of a higher
education establishment relating to the
business of the Company
A judge, public prosecutor, attorney,
certified public accountant, or other
professional or technical specialist who
has passed a national examination and
has been awarded a certificate in a
profession required by the business of
Have work experience in commerce, law,
finance, or accounting, or otherwise
required by the business of the Company
1 2 3 4 5 6 7 8
Independent
Director
Chi-lin Wei Yes No Yes 6 -
Independent
Director
Pi-Hsia
Hsu-Chung
No No Yes 0 -
Director Chao-liang
Wang
No No Yes 0 Relieved on 19
March 2014
after the end
of term
External
individual
Mu-xiao Liu No No Yes 0 Appointed
on 21 March
2014

1 Please specify member status: director, independent director, or others.

  • 2 Please tick the corresponding items when directors and supervisors comply with the following conditions two years before being elected and during their term.

  • (1) Not an employee of the Company or any of its affiliates.

  • (2) Not a director or supervisor of the Company or any of its affiliates (except as an independent director of the Company, or its parent company, or its subsidiary where the Company holds, either directly or indirectly, over 50% of the voting shares).

  • (3) Not an individual shareholder holding shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of one percent or more of the total number of shares issued by the Company or ranks as one of its top ten shareholders.

  • (4) Not a spouse, relative within the second degree by consanguinity, or lineal relative within the third degree by consanguinity, of any of the above persons in the above three items.

  • (5) Not a director, or supervisor, or employee of a corporate/institutional shareholder that directly holds five percent or more of the total number of shares issued by the Company or ranks as one of its top five shareholders.

  • (6) Not a director, supervisor, officer, or shareholder holding five percent or more of the shares of a specified company or institution that has a financial or business relationship with the Company;

  • (7) Not a professional or an owner, partner, director, supervisor, officer, or spouse of a sole proprietorship, partnership, company, or institution providing commercial, legal, financial, and accounting services or consultation to the Company or its affiliates.

  • (8) No violation of any items specified in Article 30 of the Company Act.

3 If a committee member is also a director of the Company, please specify compliance with paragraph 5 of Article 6 of the “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter”.

- 24 -
  • (2) Operation of the Wage and Compensation Committee

  • A. Committee members: 3.

  • B. Current term: 24 August 2012 to 14 June 2015. By 13 March 2015, six committee meetings (A) were held, and the qualification and

attendance of committee members are as follows:
Title Name Actual
Attendance(B)
Agent
Attendance
Actual Attendance
Rate(%) (B/A) (Note)
Remarks
Convener Chi-lin Wei 6 0 100%
Committee
Member
Pi-Hsia Hsu-Chung 6 0 100%
Committee
Member
Chao-liang Wang 3 0 50% An ordinary director
taking up the role
concurrently; relieved
on 20 March 2014
Committee
Member
Mu-xiao Liu 2 1 33.33% Appointed on 21 March
2014
Annotations
(1) If the board refuses or modifies the recommendation made by the committee, specify the date and term of the
board meeting and proposal content, board resolution and handling of committee opinion (if the compensation
approved by the board is better than the compensation recommended by the committee, specify the difference and
causes): N/A.
(2) When members disagree to or have reservations of a resolution made at the committee meeting with track records
or written statements, specify the date and term of the committee meeting, proposal content, opinion of all
members,and handlingof their opinion: N/A.

Note

(1) When committee members resign before the end of a fiscal year, the date of resignation must be specified in the Remarks, and their actual attendance rate (%) must be calculated with reference to their actual attendance frequency in the actual number of committee meetings held during their term.

(2) When there is a committee member re-election before the end of a fiscal year, the current and past committee members must be disclosed, and their status (past, current, or re-elected) must be specified in the Remarks. Their actual attendance rate (%) must be calculated with reference to their actual attendance frequency in the actual number of committee meetings held during their term.

3.4.5. CSR Performance

3.4.5. CSR Performanc e e
Assessment Item Implementation1 Non-compliance with the
Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM
Listed Companies and
Reasons
Yes No Performance Summary2
1. Corporate governance promotion
(1) Does the Company establish a CSR
policy or system and review the
effectiveness of implementation?
(2) Does the Company arrange CSR
training on a regular basis?
(3) Does the Company establish a
dedicated (concurrent) unit to promote
CSR with authorization from top
management and to report the
effectiveness of implementation to the
board?
(4) Does the Company establish a fair
wage and compensation policy
combing with the employee
performance evaluation system and




(1) The Company has established a Code of CSR
Practice and has passed SA8000 social
accountability certification and
OHSAS18000 occupational safety and
health certification. We also review the
effectiveness of their implementation on a
regular basis.
(2) Units of the Group Administration Division
arrange CSR-related training through
division of labor. These units include the
Administration, Marketing Planning, and
Human Resource departments.
(3) The Company reports the effectiveness and
progress of CSR implementation to the
board on a regular basis with reference to

No.
No.
No.
- 25 -
Assessment Item Implementation1 Non-compliance with the
Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM
Listed Companies and
Reasons
Yes No Performance Summary2
CSR policy and an effective and
well-defined reward and punishment
system?
relevant regulations.
(4) The wage and compensation policy of the
Company: 1) wage resource planning based
on cost efficiency and risk control; 2) wage
resource allocation through performance
differentiation; and 3) attraction, retention,
and encouragement of key talents. Our
employee performance evaluation system
includes: closely link employee work targets
with overall organizational targets to fulfill
both long- and short-term organizational
goals and provide a performance
communication channel for fair and
objective assessment of employee work
performance and enable employees to
make continual improvement; to provide a
reference for employee development and
transfer, promotion, and raise. Therefore,
employees are evaluated at the end of each
year. The reward and punishment system
includes: To optimize operational
management and maintain internal order to
maintain the decent rights and benefits of
the Company and employees. When
employees violate any rules, they will be
punished by a warning, minor demerit,
major demerit, suspension, or dismissal,
depending on the severity of offence.
Employees with deeds will be rewarded by
commendation, minor merit, and major
merit to encourage them and make them
an example for other employees.


No.
2. Development of a sustainable environment:
(1) Does the Company make efforts to
enhance resource efficiency and use
recycled materials with lower
environmental impact?
(2) Does the Company establish an
appropriate environmental
management system (EMS) according
to the characteristics of its industry?
(3) Has the Company noticed the effect of
climate change on its business
activities and does it implement GHG
inventory and establish an energy
conservation and GHG reduction
strategy?


(1) The Company sets RoHS, PFOA, PFOS as our
production targets with reference to
customer demand and international
environmental trends. No product return
due to RoHS issues was reported.
(2) The Company establishes and implements
the green product management system to
control environmental-concerned chemical
substances in the supply chain to reduce
environmental and health risks.
(3) The Company selects and uses eco-friendly
materials.
(4) The Company adopts the design for
life-cycle extension policy.
(5) The Company adopts power-saving design
and uses green packaging.
(6) The Company establishes the Green
Committee to supervise the effectiveness of
environmental policy implementation and
implement the ISO14001 EMS(passed

No.
No
No.
- 26 -
Assessment Item Implementation1 Non-compliance with the
Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM
Listed Companies and
Reasons
Yes No Performance Summary2
certification in 2002).
(7) In 2012, the Company passed ISO 14064-1
GHG inventory for enterprise certification,
and we implement GHG inventory every
year since then.
3. Implementation of philanthropy
(1) Does the Company establishes
relevant management policies and
procedures with reference to relevant
international regulations and
international human rights treaties?
(2) Does the Company establish
mechanisms and channels for and
properly handle employee grievances?
(3) Does the Company provide employees
with a safe and healthy work
environment and regularly arrange
safety and health training/education
for employees?
(4) Does the Company establish
mechanisms for periodic employee
communication and reasonably notify
employees of significant operational
changes that could substantially affect
them?
(5) Does the Company establish effective
training plans for employees to
develop employability?
(6) Does the Company establish policies
and procedures to protect consumer
rights and benefits in R&D,
procurement, production, operation,
and service processes?
(7) Does the Company follow relevant
regulations and international
standards to market and label
products and services?
(8) Does the Company assess if suppliers
have a record of causing impacts on
the environment and society?
(9) When signing contracts with major
suppliers, does the Company include
the following terms in the contract:
when suppliers violate the Company’s
CSR policy and have significant impact
on the environment and society, the
Company may terminate or rescind
the contract at any time?
(10) Does the Company establish ESH
standards and request suppliers to
comply with such standards, so as to
improve CSRperformance?









(1) The Company passed SA8000 social
accountability certification in 2013 and
voluntarily establishes our internal
management policy and procedures with
reference to the UN Global Compact.
(2) The Company sets up the employee
suggestion box and provide a hotline for
general grievances and sexual harassment.
(3) The Company passes GSV (Global Security
Verification) and OHSAS 18000
occupational health and safety certification
to implement organizational OHS
management and ensure the security of
employees and products. The Company also
implements periodic inspection and
maintenance of equipment and disaster
prevention exercise, arranges health
examinations for employees, and organizes
ESH workshops.
(4) The Company holds employee seminars
regularly to discuss employee problems and
make proper management afterwards.
(5) In response to organizational strategic
development goals and fulfill the work
competency need of employees, the
Company provides comprehensive learning
methods and channels, such as internal
training, external training, and annual
learning subsidies.
(6) The Company categorizes the problems
reflected in customer complaints and take
timely action to resolve them to regain
customer satisfaction.
(7) The Company markets and labels products
with reference to relevant regulations and
prohibits deception, misleading, fraud, and
any conduct that can damage consumer
trust and consumer rights and benefits.
(8) 10 The Company has added contents
(SA8000 and EICC) for implementing CSR in
our procurement contracts. Before any
business transactions, we request suppliers
to sign the CSR compliance agreement and
complete the self-evaluation sheet. We also
implement on-site audit of suppliers to
ensure CSR is implemented bysuppliers.


No.
No.
No.
No.
No.
No.
No.
No.
- 27 -
Implementation1 Non-compliance with the
Corporate Social
Assessment Item Yes No Performance Summary2 Responsibility Best Practice
Principles for TWSE/GTSM
Listed Companies and
Reasons
4. Reinforcement of disclosure of CSR
information. (1) The Company voluntarily discloses CSR No.
(1) Does the Company disclose relevant information on the corporate website, and
and reliable CSR information on the “environmental sustainability, green
corporate website and MOPS? proclamation, and social commitment” are
the three axes of implementation.
(2) In the future, the Company will publish the
CSR report to disclose our performance in
CSR implementation.
5. If the Company has established own code of CSR practice with reference to the “Corporate Social Responsibility Best Practice
Principles for TWSE/GTSM Listed Companies,” specify its operation and non-compliance with the best practice principles: No
difference.
  1. Other material information enabling a better understanding of CSR implementation:

  2. (1) The Company implements CSR with reference to the four aspects: human rights, labor, environment, and anti-corruptions prescribed in The Ten Principles of UN Global Compact.

  3. (2) The Company passed SA8000 social accountability certification at the end of 2013 and obtained the certificate in 2014.

  4. (3) In recent years, the Company has been devoted to green product design and development. The Company also establishes the green committee to supervise the effectiveness of environmental policy implementation and implement energy conservation and emission reduction through four aspects: green building, green procurement, green production, and green product. The Company has developed the Go Green employee green education platform and combined with the CSP employee creative idea activity to recognize green experts and reward green innovation proposals, so as to implement environmental sustainability through planning and real action.

  5. If the organizational CSR report has passed the verification standards of relevant certification authorities, please specify:

  6. (1) Quality management systems: ISO 9001, ISO 14001, ISO 13485, UL Wiring Harness, Medical Device Good Manufacture Practice (GMP), and TS16949.

  7. (2) Other systems: SA8000 social accountability system, GSV, OHSAS18000, and ISO 14064-1.

    • 1 Please describe the situation, either “yes” or “no” in the non-compliance column.

    • 2 If the Company has published a CSR report, please indicate the correspondence with the CSR report instead.

3.4.6. Performance in Fair and Ethical Business Operations and Measures

Fair and Ethical Business Operations

Assessment Item Implementation1 Implementation1 Implementation1 Non-compliance with Ethical
Corporate Management Best
Practice Principles for
TWSE/GTSM Listed
Companies and Reasons
Yes No Performance Summary
1. Policies and plans for fair and ethical
business operations
(1) Does the Company specify its
policies and practices to
maintain fair and ethical
business operations in relevant
regulations and external
documents? Do the board and
management actively implement
the commitments made in
relevant policies?
(2) Does the Company draw up
programs to prevent unethical
conduct and set out in each
program and implement SOPs,


(1) The Company has established and
implemented the “Code of Business
Ethics” and “Fair and Ethical
Operations SOP and Conduct
Guidelines”.
(2) The Company includes the above
code, SOP, and conduct guidelines
in annual training/education
courses.
(3) Internal audits are included in the
annual audit program to audit the
effectiveness of implementation of
relevant policies and practices
regularlyand irregularly.
No.
No.
- 28 -
conduct guidelines, penalties for
violation, and a grievance
system?
(3) Does the Company take
precautionary action to prevent
business activities specified in
paragraph 2 of Article 7 of the
Ethical Corporate Management
Best Practice Principles for
TWSE/GTSM Listed Companies
and other business activities
within its scope of business with
higher behavioral risk?
No.
2. Implementation of fair and ethical
business operations
(1) Does the Company assess if
trading counterparts are
involved in any unfair and
unethical business operations
and include the fair and ethical
business operations clause in the
transaction agreement signed
with them?
(2) Does the Company establish a
dedicated (concurrent) unit
directly under the board to
promote fair and ethical
business operations and report
the effectiveness of
implementation directly to the
board?
(3) Does the Company establish and
implement policies to prevent
conflicts of interest and provide
appropriate channels for
reporting such conflicts?
(4) Has the Company established
effective accounting and internal
control systems to implement
fair and ethical business
operations? Does the Company
have these system audited
regularly by the internal audit
unit or a CPA?
(5) Does the Company arrange
regular internal/external
training/ education for fair and
ethical business operations?




(1) The fair and ethical business
operations clause is included in our
standard contracts.
(2) The “Group Administration
Division” is the responsible unit and
will report to the board any
violation from time to time. The
internal audit unit also reports to
the board regularly and where
necessary.
(3) The Company has established
complaint channels and the
suggestion box responsible by the
“Administration Department”.
(4) These systems are established and
audited with reference to theEthical
Corporate Management Best
Practice Principles for TWSE/GTSM
Listed Companies, Code of Business
Ethics and Fair and Ethical
Operations SOP and Conduct
Guidelines.
(5) The board of the Company arranges
the report on the Code of Business
Ethics and include it in the training/
education for new employees.
No.
No.
No.
No.
No.
3. Operation of the whistleblower
system
(1) Has the Company established a
practical whistleblower and
reward system and channels to
facilitate reporting of unfair and
unethical business operations
and assign appropriate
personnel to handle a reported

(1) The Company establishes a hotline
and a dedicated e-mail for suppliers
and customers to report unfair/
unethical business operations, and
the audit office will handle all
relevant reports.
(2) The Company has establishes the
Informer Rights and Benefits
No.
No.
- 29 -
case?
(2) Does the Company establish a
SOP and a non-disclosure
mechanism of relevant
investigations?
(3) Does the Company establish and
implement an informer
protection policy to ensure no
informer will receive indecent
treatment?
Protection Policy.
(3) This protection policy includes
non-disclosure of information
sources, investigation by a
third-party unit, and the signing of a
non-disclosure agreement among
all parties involved.
No.
4. Reinforcement of information
disclosure
(1) Does the Company disclose the
content and effectiveness of
implementation of the Code of
Business Ethics on the corporate
website and MOPS?
(1) Our corporate website:
www.sinbon.com.
(2) MOPS website2.
(3) In 2014 no punishment for violation
of fair and ethical business
operations was reported.
No.
5. If the Company has established own code of business ethics with reference to the “Ethical Corporate Management Best
Practice Principles for TWSE/GTSM Listed Companies,” specify its operation and non-compliance with the best practice
principles: No difference.
6. Other material information enabling a better understanding of fair and ethical business operations (such as review and
revise the code of business ethics): The board arranges a report on the code of business ethics every year and included
and includes it in the training/education for new employees andperiodic internal audit.
  • 1 Please describe the situation, either “yes” or “no” in the non-compliance column.

2http://mops.twse.com.tw/mops/web/t100sb04_1 (market type: listed, search by stock number “3023” or by company name “SINBON”).

  • 3.4.7. Search for code of corporate governance and relevant information: http://mops.twse.com.tw/mops/web/t100sb04_1 (market type: listed, search by stock number “3023” or by company name “SINBON”).

  • 3.4.8. Other material information enabling a better understanding of corporate governance: See the corporate website of the Company.

  • 3.4.9. Items to be disclosed to support the effectiveness of internal control:

- 30 -

(1) Statement of Internal Control

Statement of Compliance of Internal Control System

(13 March 2015)
The results of the self-inspection of the internal control system of the Company in 2014 are
as follows:

1. We understand it is the responsibility for the board of directors and executives of the Company to establish, implement, and maintain an internal audit system, and we have established, implemented and maintained this system. This system aims to appropriately ensure the effectiveness and efficiency of organizational operations (including profit, performance, and protection of asset security), the reliability of financial statements, and the compliance with relevant legal requirements.

2. Given all internal controls have own limitations, regardless of how well a system is designed, even an effectively implemented internal control system can only appropriately ensure the achievement of the above three goals. In addition, system effectiveness is subject to change in line with changes in the environment and different scenarios. Thanks to the self-supervisory mechanism included in our internal control system, corrections are made immediately after a defect is detected.

3. We judge the effectiveness of design and implementation of our internal control system with reference to the effectiveness judgment criteria specified in the Regulations Governing Establishment of Internal Control Systems by Public Companies (System Establishment Regulations) / Criteria for Establishment of Internal Control Systems by Public Companies. Based on the process of management control, the System Establishment Regulations divided an internal control system into five componential elements: (1) control environment; (2) risk assessment; (3) control; (4) information and communication; and (5) supervision, and each item contains different items. Please refer to the System Establishment Regulations for details.

4. We have examined the effectiveness of design and implementation of our internal control system with reference to the above criteria.

5. Referring to the above inspection results, we ascertain that as of 31 December 2014 the design and implementation of our internal control system (including supervision and management of subsidiaries), covering the revelation of the level of achievement of operational effectiveness and efficiency, reliability of financial statements, and compliance with relevant legal requirements, are effective and can appropriately achieve the said goals.

6. This statement will form part of the annual report and prospectus of the Company and will be disclosed to the public. If the information disclosed is untrue or incomplete, this will involve the liability specified in Articles 20, 32, 171, and 174 of the Securities and Exchange Act.

7. This statement was approved unanimously at the board meeting held on 13 March 2015.

SINBON Electronics Co., Ltd.
Joseph Wang
Chairman
Wei-ming Liang
President
- 31 -
  • (2) The CPA audit review must be disclosed as the internal control system is audited by a CPA: N/A.

  • 3.4.10. Punishment of the Company and employees by the law, punishment of employees by the Company for violation of internal control system regulations, and major defects and improvement in the last year and by the report publishing date: None.

  • 3.4.11. Major resolutions made at the shareholders’ meeting and board meeting in the last year and by the report publishing date:

March 2014 Board Passed the consolidated financial statement and individual
Meeting financial statements of 2013.
Passed the Statement of Compliance of Internal Control System
Compliance of 2013
Passed the Business Plan 2014.
Passed the appointment of Mr. Mu-xiao Liu as a member of the
Wage and Compensation Committee.
Passed the CAP change proposal.
Passed the partial revision of the “Asset Acquisition and
Settlement SOP”.
Passed the indirect capital increase project at US$3 million for
re-invested enterprise “SINBON Shenzhen”.
Passed the back recognition of the investment settlement
project of INPAQ Technology.
Passed the plan for domestic issue of unsecured convertible
bonds for the fifth time at NT$300,000,000.
Passed the agenda and relevant affairs of the annual
shareholders’ meeting of 2014.
Passed the renewal of the integrated loan credit line at
Taichung Branch of Bangkok Bank.
Passed the renewal of the loan credit line at HSBC Bank
(Taiwan) Limited.
Passed the renewal of the loan credit line at Far Eastern
International Bank.
Passed the renewal of the loan credit line and financial product
trading credit line at Ta Chong Bank.
Passed the renewal of the loan credit line at First Bank.
Passed the renewal of the loan credit line at Chang Hua Bank.
Passed the addition of the integrated loan credit line at ANZ
Bank (Taiwan) Limited.
Passed the addition of the loan credit line at Shanghai Branch
of Land Bank of Taiwan.
Apr 2014 Board Passed the consolidated financial statement of Q1 2014.
Meeting Review of shareholders’ meeting proposals: No proposal.
Passed the profit allocation plan of 2013.
Passed the cash distribution of additional paid-in capital.
- 32 -
Passed the renewal of the integrated loan credit line at Bank
SinoPac.
Passed the addition of loan credit line at HSBC Bank (Taiwan)
Limited.
Passed the addition of integrated loan credit line at Hsinchu
Branch of the Export-Import Bank of the Republic of China.
Passed the investment project for the US subsidiary SINBON
USA Corporation.
Jun 2014 Shareholder’ Recognized the financial statement and consolidated financial
Meeting statement of 2013.
Implementation: Announced as required.
Recognized the profit allocation plan of 2013.
Implementation: Record date was 27 August 2014, distribution
was completed on 19 September 2014.
Passed the partial revision of the “Asset Acquisition and
Settlement SOP”.
Implementation: Announced and revision completed.
Passed the cash distribution of additional paid-in capital.
Implementation: Record date was 27 August 2014, distribution
was completed on 19 September 2014.
Jul 2014 Board Passed the consolidated financial statement of Q2 2014.
Meeting Passed the ex-dividend affairs for 2014.
Passed the renewal of the loan and transaction credit lines at
Taipei-Fubon Bank.
Passed the renewal of the loan credit line at HSBC (Taiwan)
Limited.
Passed the promotion of RD Director Zhen-xing Chen to be a
VP.
Oct 2014 Board Passed the consolidated financial statement of Q3 2014.
Meeting Passed the annual audit plan for 2015.
Passed the partial revision of the Internal Control System
Management Regulations and Internal Audit Management
Regulations.
Passed the capital increase project for DigiO2 International.
Passed the organizational wage structure standard.
Passed the renewal of the loan credit line at DBS Bank (Taiwan)
Ltd.
Passed the renewal of the integrated loan credit line at Mizuho
Bank, Ltd. Taiwan.
Passed the renewal of the short-term loan credit line at Land
Bank of Taiwan.
Passed the renewal of the integrated loan credit line at
Taichung Branch of Bangkok Bank.
Passed the renewal of the integrated loan and derivatives credit
lines at Taihsin Bank.
Passed the renewal of the integrated loan credit line at Mega
Bank.
- 33 -
Mar 2015 Board Passed the consolidated financial statement and individual
Meeting financial statements of 2014.
Passed the profit allocation plan of 2014.
Passed the issue of new shares by transferring additional
paid-in capital to capital increase.
Passed the Statement of Compliance of Internal Control System
Compliance of 2014.
Passed the Business Plan 2015.
Passed the partial revision of the “Code of Corporate
Governance Practice”.
Passed the partial revision of the “Code of Business Ethics”.
Passed the director and supervisor re-election.
Passed the relief of the non-competition restriction for new
directors and their representatives.
Passed the agenda and relevant affairs of the annual
shareholders’ meeting of 2014.
Passed the renewal of the load credit line at Shanghai Branch of
Land Bank of Taiwan.
Passed the renewal of the credit line at DBS Bank (China)
Limited.
Passed the renewal of the integrated loan and derivatives credit
lines at Ta Chong Bank.
Passed the settlement of re-investments in SINACT Electronics.
Passed the investment in Top Taiwan Biotechnology Venture
Capital.
Apr 2015 Board Passed the consolidated financial statement of Q1 2015.
Meeting Review of shareholders’ meeting proposals and the
qualification of independent director candidates: Announced.
Passed the partial revision of the “Articles of Incorporation”.
Determined the share renewal base date for the issue of
unsecured convertible bonds for the fifth time.
Reviewed the assessment results of CPA independency:
Complied.
Passed the establishment of the “Code of CSR Practice”.
Passed the renewal of the loan credit line at Far Eastern
International Bank.
Passed the addition of the integrated loan credit line at ANZ
Bank (Taiwan) Limited.
Passed the renewal of the integrated loan credit line at Bank
SinoPac.
  • 3.4.12. Summary of opinion difference in major resolutions at the board meeting between directors or supervisors in the last year and by the report publishing date with written records or statements: None.

  • 3.4.13. Resignation and relief of relevant roles (including the organization chairman, president, accounting officer, financial officer, chief internal auditor, and R&D officer) in the last year and by the report publishing date:

- 34 -
Summary of Resignation or Relief of Relevant Roles
(by 30 April 2015)
(by 30 April 2015)
Title Name Inaugural Date Relief Date Reasons for Resignation or Relief
N/A

Note: Relevant roles refer to organization chairman, president, accounting officer, financial officer, chief internal auditor, and R&D officer.

3.5. Accountant Service Fees:

  • 3.5.1. Disclose the amount of the audit and non-audit service fees and content of non-audit services when the amount of non-audit service fees paid to CPAs, their firms and affiliates for is over a quarter of the audit service fees: The amount of the audit and non-audit service fees and content of non-audit services of the Company are disclosed as follows:
(unit: NY$1,000)
Company are disclosed as follows: (unit: NY$1,000
CPA Firm Ernst & Young Taiwan
Name of CPA (1) Wen-bi Yan
Name of CPA (2) Hong-guang Lin
Audit Service Fee 5,150
Non-audit Service Fee System Design 0
Factory Registration 0
Human Resources 0
Others2 0
Subtotal 0
Does the audit period covers an
entire accounting year?
Coverage Yes
Audit period 2014
  • 3.5.2. Disclose the amount and proportion reduced and reasons when there is a change of CPA firm that the audit service fee is lower than the year before the CPA change: None.

  • 3.5.3. Disclose the amount and proportion reduced and reasons when the audit service fee is fifteen percent less than last year: None.

CPA Service Fee Interval

CPA Service Fee Interval CPA Service Fee Interval
CPA Firm Name of CPAs Audit Period Remarks
Ernst & Young Taiwan Wen-bi Yan Hong-guang Lin 2014 -

Note: If there is a CPA or CPA firm change in this year, please specify their audit periods and remark the reasons for change.

(unit: NT$1,000
Service Fee
Internal
Audit Service Fee Non-Audit Service Fee Total
1 Under 2,000
2 2,000(incl.)-4,000
3 4,000(incl.)-6,000 5,150 0 5,150
- 35 -
6,000(incl.)-8,000
8,000(incl.)-10,000
10,000 and over

CPA Service Fee

(unit: NT$1,000)
CPA Firm CPAs Audit
Service
Non-Audit Service Non-Audit Service Non-Audit Service Audit
Period
Remarks
System
Design3
Factory
Registration
Human
Resources
Others2 Subtotal
Ernst &
Young
Taiwan
Wen-bi Yan N/A N/A N/A N/A N/A N/A 2014 -
Hong-guang Lin 2014

1 If there is a CPA or CPA firm change in this year, please specify their audit periods, remark the reasons for change, and disclose the amount of audit and non-audit service fees and the content of non-audit services in order.

2 List all non-audit service items; if the amount of “others” shares 25% of all non-audit service fee, specify them in the Remarks.

3 The system design service fee refers the non-audit service fee for changing to IFRSs.

3.6. CPA Change Information

3.6.1. Information of Previous CPAs

Date of change N/A N/A N/A N/A N/A
Reasons for change N/A
Reasons for termination or
rejection of assignment of the
client or CPA.
PartyInvolved CPA Client
Voluntarytermination of assignment N/A N/A
Rejection of assignment N/A N/A
Comments and reasons for
issuing audit reports without
comments in last twoyears.
N/A
Different opinion with report
issuer.
Yes N/A Accounting principles orpractices
N/A Financial statement disclosures
N/A Audit range orprocedures
N/A Others
No N/A
Reasons: N/A
Other disclosures N/A

3.6.2. Information Succession CPAs

3.6.2. Information Succession CPAs
CPA Firm N/A
CPA N/A
Assignment date N/A
Consultation of possible certification comments and outcomes of the accounting methods or
accounting principles and financial statements for specific transactions before assignment
N/A
Written comments of opinion difference between the succession CPA andpast CPA. N/A
  • 3.6.3. Past CPA’s replies to item 1 and item 2-3 of paragraph 5 of Article 10 of this code: N/A.

  • 3.7. Disclose the name, title, and the period of service at the CPA firm or its affiliates if a director, the president, financial officer or accounting officer of the Company has worked at the CPA firm or its affiliates in the last year: N/A.

  • 3.8. Share transfer and share mortgage of directors, supervisors, executives, and shareholders holding over 10% of shares in the last year and by the report publishing

- 36 -

date:

3.8.1. Share transfer of directors, supervisors, executives, and major shareholders:

(unit: share)
(unit: share) (unit: share)
2014 ByApril 13 of currentyear
I Increase I Increase
Title Name ncrease
(reduction) of
shares held
(reduction) of
shares
mortgaged
ncrease
(reduction) of
shares held
(reduction) of
shares
mortgaged
Chairman Joseph Wang (2,000,000) 0 0 0
Director Xin-chi Yeh 0 0 0 0
Director ArgosyResearch 0 0 0 0
Representative of
Director
Chao-liang Wang 0 0 0 0
Director Wei-mingLiang 82,000 0 0 0
Director Meng-ru Zheng 0 10,000 0 (230,000)
Independent
Director
Chi-lin Wei 0 0 0 0
Independent
Director
Pi-Hsia Hsu-Chung 0 0 0 0
Supervisor Min-chengLin 0 0 0 0
Supervisor AndyT.C. Chiu 0 0 0 0
Supervisor Jun-xingLiang 0 0 0 0
President Wei-mingLiang 82,000 0 0 0
Vice President Huang-ji Lin 24,000 0 0 0
Vice President Zhen-xingChen 0 0 0 0
Director PingLI 0 0 0 0
Director Han Tao 0 0 0 0
Director Qi-zhongChen 0 0 0 0
Director Wen-sen Huang 10,000 0 0 0
Director Hong-kai Luo 0 0 0 0
Director Jia-zhi Hsu 0 0 0 0
Director Jun-yu Chen 0 0 0 0
Director Li-hua Zhang 0 0 0 0
Director Li-li Huang 0 0 0 0
CFO Ji-zhou Zhang 41,000 0 0 0
Director Jun-qiangWang 0 0 0 0
Assistant VP Cheng-lingLi 0 0 0 0
Assistant VP Xiu-sui Lin 0 0 0 0
Assistant VP Zhi-xiangZhang 0 0 0 0
Assistant VP Jie-liangChen 0 0 0 0
Assistant VP Yun-ru Huang 0 0 0 0
Assistant VP Jin-ze Zheng 0 0 0 0
Assistant VP Hao-min Hsu 0 0 0 0
Assistant VP Bing-chen Song 0 0 0 0
Assistant VP Xin-chun Wu 0 0 0 0

1 Shareholders holding over 10% of shares are considered as major shareholders (no shareholders of the Company holds over 10% of shares of the Company.)

2 List the counterparty of share transfer or share mortgage in the table below.

3.8.2. Share Transfer Information

Name Reasons for
Transfer2
Transaction
Date
Transaction
Counterparty
Relationship between the
transaction counterparty and
the Company, directors,
supervisors, and shareholders
holdingover 10% of shares

Shares
Transaction
Price
- 37 -

Joseph Wang Legacy 14 Oct 2014 Yong-ning Chen Spouse 2,000,000 N/A

1 Fill in the name of directors, supervisor, and officers of the Company.

2 Fill in “acquisition” or “settlement”.

3.8.3. Share Mortgage Information

3.8.3. S hare Mortg age Informatio n
Name1 Reasons for
Mortgage2
Change
Date
Transaction
Counterparty
Relationship between the
transaction counterparty
and the Company, directors,
supervisors, and
shareholders holding over
10% of shares

Shares
Shares
Held
(%)
Mortgage
Rate
(%)
Mortgage
(redemption)
amount
(NT$1,000)
Meng-ru
Zheng
Discharge 13 Feb 2014 Taichung
Branch, Taishin
Bank
No 1,803,000 0.87% 99% N/A
Meng-ru
Zheng
Set 3 Mar 2014 Yuanta Bank No 1,813,000 0.87% 100% N/A
Meng-ru
Zheng
Discharge 29 Jan 2015 Yuanta Bank No 230,000 0.87% 87% N/A

1 Fill in the name of directors, supervisors, and executives of the Company.

2 Fill in mortgage or redemption.

3.9. Information of Top Ten Shareholders Who Are Interested Parties, Spouse, Relatives within Second Degree

Top Ten Shareholders Who Are Interested Parties

Name1 Shares held by o
party
wn Shares held by spouse or
minor children
Shares held by spouse or
minor children
Shares held
under the
name of others
Shares held
under the
name of others
The name and relationship of top
ten shareholders who are
interested parties, spouse,
relatives within second degree3
The name and relationship of top
ten shareholders who are
interested parties, spouse,
relatives within second degree3
Remarks
Shares % Shares % Shares % Name Relationship
Fubon Life
Insurance
13,804,000 6.64 0
(represented by
Ben-yuan Zheng)
0.00 0 0.00 N/A N/A
Joseph
Wang
4,625,023 2.22 2,029,295 0.98 0 0.00 Representative
of Taiyi Venture
Investment:
Wei-zhong
Wang.
Trust account of
Joseph Wang at
Taishin Bank
Father and
son
Asset trust
account
Argosy
Research
3,624,354 1.74 296,494
(represented by
Chao-liang
Wang)
0.14 0 0.00 N/A N/A
Taiyi Venture
Capital
3,540,000 1.70 1,594,075
(represented by
Zhong-wei
Wang)
0.77 0 0.00 Joseph Wang Father and
son
Fiduciary
account of
the UBS
(Lux) Equity
SICAV–
Emerging
Markets at
3,141,761 1.51 0 0.00 0 0.00 N/A N/A
- 38 -
Name1 Shares held by o
party
wn Shares held by spouse or
minor children
Shares held by spouse or
minor children
Shares held
under the
name of others
Shares held
under the
name of others
The name and relationship of top
ten shareholders who are
interested parties, spouse,
relatives within second degree3
The name and relationship of top
ten shareholders who are
interested parties, spouse,
relatives within second degree3
Remarks
Shares % Shares % Shares % Name Relationship
Dunbei
Branch of
Standard
Chartered
Bank
Trust
account of
Joseph
Wang at
Taishin Bank
3,000,000 1.44 2,029,295 0.98 0 0.00 Joseph Wang Asset trust
account
Guoxiang
Investment
2,500,000 1.20 100,000
(represented by
Guo-hongWang)
0.05 0 0.00 N/A N/A
Chen Pang
Blind
Industrial
2,280,000 1.10 100,000
(represented by
Guo-hongWang)
0.05 0 0.00 N/A N/A
Xin-chi Yeh 2,154,160 1.04 73,522 0.04 0 0.00 N/A N/A
Fubon
Property &
Casualty
Insurance
2,050,000 0.99 0 (represented
by Tian-heng
Gong)
0.00 0 0.00 N/A N/A

1 List all top ten shareholders and the name of companies and their representatives for corporate shareholders.

2 Share-holding percentage is calculated by the percentage of shares held by own persons, spouse, minor children, and under other’s name.

3 The relationship with the said shareholders, including corporations and natural persons, must be disclosed with reference to the Regulations Governing the Preparation of Financial Reports by Securities Issuers

3.10. Consolidated Percentage of Shares Held of Re-Invested Enterprises by the Company, Directors, Supervisors, Executives, or Enterprises under Direct/Indirect Control of the Company

(shares/percentage/31 December 2014)

Re-Invested Enterprise1 Company Investment Company Investment Investments by the Company,
Directors, Supervisors, Executives, or
Enterprises under Direct/ Indirect
Control of the Company2
Investments by the Company,
Directors, Supervisors, Executives, or
Enterprises under Direct/ Indirect
Control of the Company2

Consolidated
Investments

Consolidated
Investments
Shares % Shares % Shares %
SINBON International Enterprise Co.,
Ltd
- 100.00 - - - 100.00
SINBON Beijing - 100.00 - - - 100.00
SINBON HongKong - 100.00 - - - 100.00
Guanze Co.,Ltd. 23,560,000 100.00 - - 23,560,000 100.00
LiandingVenture Investment 16,000,000 20.00 - - 16,000,000 20.00
Super Elite Ltd. - 64.48 - - - 64.48
Samoa Smart& Diligent Co.,Ltd - 51.51 - - - 51.51
ArgosyResearch 2,945,034 3.50 14,624,200 17.40 17,569,234 20.90
Korea SINBON Electronics Co.,Ltd. - 37.50 - - - 37.50
SINBON Electronics Beijing - 100 - - - 100
SINBON Electronics Japan 350 70.00 - - 350 70.00
World Wide Wire Harnesses Co.,Ltd. - 50.00 - - - 50.00
SINBON Technologies L.L.C - 51.00 - - - 51.00
Sinbon USA L.L.C - 100.00 - - - 100.00
- 39 -

1 Investments by the equity method.

2 Investments in Guanze.

3 Items marked by “-”, “0”, N/A, or none; except for items with Remarks.

- 40 -

4. Fundraising

4.1. Capital and Shares

4.1.1. Capitalization

Month/Year Issue
Price
Authorized
Shares/Capital
Authorized
Shares/Capital
Capital Stock Capital Stock Remarks
Shares
(1K)
Amount
(NT$1K)
Shares
(1K)
Amount
(NT$1K)
Sources of Capital
(NT$1K)
Non-cash
Capital
Increase
(NT$1K)
Others
(NB)
Dec 1989 10 500 5,000 500 5,000 Establishment with cash at 5,000. None N/A
Jun 1991 10 1,300 13,000 1,300 13,000 Cash capital increase at 6,000. Shareholder N/A
transactions
at 2,000.
Dec 1994 10 2,900 29,000 2,900 29,000 Cash capital increase at 5,000. Liability N/A
11,000.
Sep 1995 10 9,900 99,000 9,900 99,000 Cash capital increase at 70,000. None N/A
Dec1997 10 19,800 198,000 19,800 198,000 Consolidated N/A
increase
99,000.
Sep 1998 10 50,000 500,000 30,000 300,000 Cash capital increase at 64,560.
Amortization of premiums at 11,880.
Capital surplus transferred to capital at
23,760.
New share issue through capitalization of
employee bonus at 1,800.
1
None
Sep 1999 10 50,000 500,000 40,000 400,000 Cash capital increase at 37,000.
Amortization of premiums at 30,000.
Capital surplus transferred to capital at
30,000.
New share issue through capitalization of
employee bonus at 3,000.
2
None
Jul 2000 10 50,000 500,000 46,800 468,000 Amortization of premiums at 44,000.
Capital surplus transferred to capital at
16,000.
New share issue through capitalization of
employee bonus at 8,000.
3
None
Nov 2000 10 50,000 500,000 50,000 500,000 Cash capital increase at 32,000. None 4
Jun 2001 10 90,000 900,000 61,500 615,000 Amortization of premiums at 100,000.
New share issue through capitalization of
employee bonus at 15,000.
5
None
Mar 2002 10 150,000 1,500,000 70,798 707,981 Conversion with convertible bonds at 92,981. None 6
Aug 2002 10 150,000 1,500,000 88,213 882,132 Amortization of premiums at 141,596.
New share issue through capitalization of
employee bonus at 20,000.
Conversion with convertible bonds at 12,555.
7
None
Oct 2002 10 150,000 1,500,000 89,849 898,489 Conversion with convertible bonds at 16,357. None 6
Oct 2002 10 150,000 1,500,000 90,028 900,279 Conversion with convertible bonds at 1,790. None 8
Jan 2003 10 150,000 1,500,000 90,455 904,554 Conversion with convertible bonds at 4,275. None 6
Mar 2003 10 150,000 1,500,000 90,578 905,780 Conversion with convertible bonds at 1,226. None 6
Jun 2003 10 190,000 1,900,000 100,336 1,003,358 Amortization of premiums at 17,516.
New share issue through capitalization of
employee bonus at 10,000.
Capital surplus transferred to capital at
70,062.
9
None
Aug 2003 10 190,000 1,900,000 101,700 1,016,997 Conversion with convertible bonds at 13,638. None 6
Sep 2003 10 190,000 1,900,000 101,797 1,017,971 Conversion with convertible bonds at 974. None 6
Jul 2004 10 190,000 1,900,000 106,797 1,067,969 Amortization of premiums at 45,999.
New share issue through capitalization of
employee bonus at 4,000.
10
None
Aug 2004 10 190,000 1,900,000 107,010 1,070,103 Conversion with convertible bonds at 2,134. None 6
Jul 2005 10 240,000 2,400,000 131,970 1,319,695 Amortization of premiums at 230,016.
Capital surplus transferred to capital at
19,576.
11
None
Aug 2005 10 240,000 2,400,000 146,281 1,462,811 Conversion with convertible bonds at
143,115.
6
None
Nov 2005 10 240,000 2,400,000 150,139 1,501,392 Conversion with convertible bonds at 38,581. None 6
  • 41 -
Month/Year Issue
Price
Authorized
Shares/Capital
Authorized
Shares/Capital
Capital Stock Capital Stock Remarks
Shares
(1K)
Amount
(NT$1K)
Shares
(1K)
Amount
(NT$1K)
Sources of Capital
(NT$1K)
Non-cash
Capital
Increase
(NT$1K)
Others
(NB)
Jul 2006 10 240,000 2,400,000 157,646 1,576,462 Capital surplus transferred to capital at
75,070.
12
None
Jun 2007 10 450,000 4,500,000 176,563 1,765,636 Amortization of premiums at 157,646.
Capital surplus transferred to capital at
31,529.
13
None
Jun 2008 10 450,000 4,500,000 185,291 1,852,919 Amortization ofpremiums at 87,282. None 14
Nov 2010 10 450,000 4,500,000 185,796 1,857,962 Conversion with convertible bonds at 5,043. None 15
Apr 2011 10 450,000 4,500,000 183,796 1,837,962 Capital reduction by mature stock
repurchases at 20,000, base date on 25 May
2011.
16
None
Aug 2011 10 450,000 4,500,000 182,666 1,826,662 Capital reduction by mature stock
repurchases at 11,300, base date on 20
August 2011.
16
None
Nov 2011 10 450,000 4,500,000 179,516 1,795,162 Capital reduction by mature stock
repurchases at 31,500, base date on 11
November 2011.
16
None
May 2012 10 450,000 4,500,000 180,887 1,808,865 Conversion with convertible bonds at 13,704. None 17
Jul 2012 10 450,000 4,500,000 180,928 1,809,282 Conversion with convertible bonds at 417. None 17
Nov 2012 10 450,000 4,500,000 200,015 2,000,155 Conversion with convertible bonds at
190,873.
17
None
Apr 2013 10 450,000 4,500,000 207,671 2,076,709 Conversion with convertible bonds at 76,554. None 17
Apr 2015 10 450,000 4,500,000 207,956 2,079,563 Conversion with convertible bonds at 2,854. None 18
NB 1:Approved by Letter (87) Tai-Cai-Cheng-(1) 47522 issued by the Securities and Futures Commission, Ministry of Finance, on 6 June
1998.
NB 2:Approved by Letter (88) Tai-Cai-Cheng-(1) 56082 issued by the Securities and Futures Commission, Ministry of Finance, on 20 June
1999.
NB 3:Approved by Letter (89) Tai-Cai-Cheng-(1) 58816 issued by the Securities and Futures Commission, Ministry of Finance, on 7 July
2000.
NB 4:Approved by Letter (89) Tai-Cai-Cheng-(1) 81883 issued by the Securities and Futures Commission, Ministry of Finance, on 2
October 2000.
NB 5:Approved by Letter (90) Tai-Cai-Cheng-(1) 123711 issued by the Securities and Futures Commission, Ministry of Finance, on 7 May
2001.
NB 6:Approved by Letter (90) Tai-Cai-Cheng-(1) 166362 issued by the Securities and Futures Commission, Ministry of Finance, on 9
November 2001.
NB 7:Approved by Letter (91) Tai-Cai-Cheng-(1) 0910139537 issued by the Securities and Futures Commission, Ministry of Finance, on
16 July 2002.
NB 8:Approved by Letter (91) Tai-Cai-Cheng-(1) 0910133858 issued by the Securities and Futures Commission, Ministry of Finance, on
27 June 2002.
NB 9:Approved by Letter (92) Tai-Cai-Cheng-(1) 0920126156 issued by the Securities and Futures Commission, Ministry of Finance, on
13 June 2003.
NB 10:Approved by Letter (93) Tai-Cai-Cheng-(1) 0930121806 issued by the Securities and Futures Commission, Ministry of Finance, on
18 May 2004.
NB 11:Approved by Letter Jin-Guan-Cheng-(1) 0940119716 issued by the Financial Supervisory Commission, Executive Yuan, on 18 May
2005.
NB 12:Approved by Letter Jin-Guan-Cheng-(1) 0950130935 issued by the Financial Supervisory Commission, Executive Yuan, on 17 July
2006.
NB 13:Approved by Letter Jin-Guan-Cheng-(1) 0960032589 issued by the Financial Supervisory Commission, Executive Yuan, on 28 June
2007.
NB 14:Approved by Letter Jin-Guan-Cheng-(1) 0970033372 issued by the Financial Supervisory Commission, Executive Yuan, on 4 July
2008.
NB 15:Approved by Letter Jin-Guan-Cheng-(1) 0990018240 issued by the Financial Supervisory Commission, Executive Yuan, on 4 May
2010.
NB 16:Cancelled with reference to Article 28-2 of the Securities and Exchange Act.
NB 17:Approved by Letter Jin-Guan-Cheng-Zi 090018240 issued on 4 May 2010 and Letter Jin-Guan-Cheng-Zi 1000060425 issued on 21
December 2011 by the Financial Supervisory Commission, Executive Yuan.
NB 18:Approved by Letter Jin-Guan-Cheng-Zi 1030017865 issued by the Financial Supervisory Commission, Executive Yuan, on 26 May
2014.
  • 42 -

Unit: Shares

Unit: Shares
Share
Type
Authorized Shares/Capital Remarks
Externally circulated
shares1,2
Unissued Shares Total
Common
Share
Listed shares
207,989,994
242,010,006 450,000,000 30,000,000 shares were
reserved for subscription
warrant, preferred shares
with warrants, or exercise
of subscription right
conversion of equity
warrant bonds.

1 Please specify stock status: listed or OCT-listed (remark stocks restricted from public offering or OTC trade).

2 Registration change has been applied for a total of 207,956,288 shares circulating on the market and a total of 33,706 shares remain unchanged.

4.1.2. Shareholder structure

(by 13 April 2015)

4.1.2. Shareholder structure (by13 April 2015
Shareholder Structure Count Shares Held Percentage
Government Agencies 2 1,441,103 0.69
Financial Institutions 58 33,479,111 16.10
Other Corporations 63 18,584,597 8.94
Foreign Institutions and Individuals 116 28,997,418 13.94
Individuals 28,089 125,487,765 60.33
Subtotal 28,328 207,989,994 100.00

Note: First-time listing and emerging companies shall disclose the shares held by mainland investors. Mainland investors are civilians, corporations, groups, and other organizations or investment companies they establish in a third-party region prescribed in Article 3 of the Regulations Governing Investments by Citizens from Mainland China.

4.1.3. Share distribution

.1.3. Share distribution
(by13 April 2015)
Shares Held Grading Number of
Shareholders
Shares Held Percentage
1-999 14,170 923,218 0.44
1,000-5,000 10,486 21,277,333 10.23
5,001-10,000 1,650 13,192,588 6.34
10,001-15,000 584 7,347,343 3.53
15,001-20,000 349 6,507,724 3.13
20,001-30,000 345 8,748,983 4.21
30,001-40,000 156 5,602,971 2.69
40,001-50,000 146 6,876,971 3.31
50,001-100,000 229 16,670,908 8.02
100,001-200,000 89 12,276,430 5.90
200,001-400,000 54 15,525,241 7.46
400,001-600,000 20 9,497,247 4.57
600,001-800,000 13 8,868,822 4.26
800,001-1,000,000 8 7,205,494 3.46
1,000,001-999,999,999 29 67,468,721 32.44
Total 28,328 207,989,994 100.00

4.1.4. List of major shareholders

.1.4. List of major shareholders
Shares
Major Shareholder

Shares Held
Percentage
Fubon Life Insurance 13,804,000 6.64
  • 43 -
Shares
Major Shareholder

Shares Held
Percentage
Joseph Wang 4,625,023 2.22
ArgosyResearch 3,624,354 1.74
Taiyi Venture Capital 3,540,000 1.70
Fiduciary account of the UBS (Lux) Equity SICAV– Emerging
Markets at Dunbei Branch of Standard Chartered Bank
3,141,761 1.51
Trust account of Joseph Wangat Taishin Bank 3,000,000 1.44
GuoxiangInvestment 2,500,000 1.20
Chen PangBlind Industrial 2,280,000 1.10
Xin-chi Yeh 2,154,160 1.04
Fubon Property& CasualtyInsurance 2,050,000 0.99

4.1.5. Market price per share, net value per share, equity per share, dividends per share and relevant information in last two years

Item Year Year Year 2013 2014 By 30 April 20158
Market price
per share1
Highest 42.05 50.50 55.00
Lowest 25.80 34.7 43.65
Average 30.52 43.14 49.60
Net value per
share2
Before distribution 22.02 24.17 25.06
After distribution 19.52 Undistributed Undistributed
EPS Weighted average 207,588,000 shares 207,670,000 shares 207,717,000 shares
EPS3 Adjusted 3.20 3.82 1.15
Unadjusted 3.20 3.82 Undistributed
Dividends per
share
Cash dividends 2.20 2.80 Undistributed
Dividends for capital surplus 0.30 - Undistributed

Stock
Grants
Stock dividends from
retained earnings
- Undistributed Undistributed
Stock dividends from
capital surplus
- 0.20 Undistributed
Accumulative undistributed
dividends4
- - Undistributed
ROI Price/Earnings Ratio5 9.54 11.29 43.13
Price/Dividends Ratio6 12.21 15.41 Undistributed
Cash Dividends Yield7 8.19% 6.49% Undistributed

*When distributing dividends with earnings or capital surplus transferred to capital, disclose the information of market price and cash dividends adjusted with reference to the number of shares distributed.

1 List the highest and lowest market prices each year and calculate the average market price based on the transaction value and transaction volume each year.

2 Fill in the distribution resolved at the shareholders’ meeting in the following year based on the number of shares issued by the end of year.

3 Where back adjustment was made for stock grants, list the adjusted and unadjusted EPS.

4 Where “undistributed dividends of the year can be accumulated for distribution until the year with profit” is specified for the issue of equity securities, disclose the accumulative undistributed dividends by the end of the year.

5 Price/Earnings Ratio=Average Market Price/ Diluted Earnings per Share

6 Price/Dividends Ratio = Average Market Price/Cash Dividends per Share

7 Cash Dividends Yield = Cash Dividends per Share/Average Market Price

8 Disclose the information by the last quarter of report publishing date audited (reviewed) by a CPA for the net value per share and EPS, and fill in the information of the year by the report publishing date for other columns.

4.1.6. Dividends policy and implementation

  • 44 -

  • (1) Dividends policy

Where there are surplus earnings after the general final accounting, after paying all taxes and adjusting according to relevant accounting principles, we shall compensate for previous losses. Next, we appropriate ten percent as legal reserve, unless the accumulative amount of legal reserve has reached the authorized capital amount. Apart from appropriating special reserve according to legal requirements, the surplus earnings will be distributed according to the following percentage:

  • 1) Employee profit sharing: 1-15%.

  • 2) Remunerations for directors and supervisors: Not more than 3%.

  • 3) Others are all shareholder bonuses.

As the development of this company is under way, there will be a need for production line expansion and capital in the new few years. For this reason, bonuses for shareholders will be distributed in cash dividends at not be more than 20%. When the company can obtain adequate funds to support major capital expense for the year, however, no less than 50% of dividends will be distributed in cash dividends.

  • (2) Implementation

Dividends distribution planned at the annual shareholders’ meeting 2014 is as follows:

follows:
Dividends Type Amount per
Share
Source Status
Cash dividends 2.50 2.20 Undistributed earnings
0.30 Capital Surplus
Distributed on 16 September 2014
Stock dividends - - -
Total 2.50
  • 4.1.7. Effect of stock grants planned at current shareholders’ meeting on business performance and EPS

  • (1) Effect on business performance

The amount of stock grants planned at the current shareholders’ meeting is “0”, and this will not have any effect on business operation.

  • (2) Effect on EPS

The amount of stock grants planned at the current shareholders’ meeting is “0”, and this will not have any effect on EPS.

  • 4.1.8. Employee profit sharing and remunerations for directors and supervisors

  • (1) Percentage or range of employee profit sharing and remunerations for directors and supervisors specified in the articles of incorporation:

    • 1) Employee profit sharing: 1-15%

    • 2) Remunerations for directors and supervisors: Not more than 3%.

  • (2) Bases for estimating employee profit sharing and remunerations for directors and supervisors this period, calculating stock sharing, and accounting solution for differences between actually distributed amount and estimated amount: None.

  • (3) Employee profit sharing information passed by the board:

Stock Dividends Stock Dividends Cash Dividends Cash Dividends Remunerations
for directors

Estimated EPS
afterplanning
Shareholder Dividends Employee Profit Sharing Shareholder
Total
  • 45 -
SRE
(NT$/share)
Capital
Surplus
(NT$/share))
Total
allotted
shares
(shares)

Total
allotted
amount
(NT$)


Percentage of
total allotted
shares in the
sum of net
profit after
tax and total
amount of
employee
profit sharing
in individual
financial
statements


Dividends
(NT$/share)
amount of
employee
profit
sharing
(NT$)
and
supervisors
(NT$)
employee
profit sharing
and
remunerations
for directors
and
supervisors
(NT$)
- 0.20 - - - 2.80 16,000,000 11,500,000 3.69

(4) Distribution of employee profit sharing and remunerations for directors and supervisors with surplus in last year

supervisors with surplus in lastyear supervisors with surplus in lastyear supervisors with surplus in lastyear supervisors with surplus in lastyear supervisors with surplus in lastyear
Stock Dividends Cash Dividends Remunerations
for directors and
supervisors
(NT$)
Shareholder Dividends Employee Profit Sharing Shareholder
Dividends
(NT$/share)

Total amount
of employee
profit sharing
(NT$)
SRE
(NT$/share)
Capital
Surplus
(NT$/share))
Total
allotted
shares
(shares)
Total allotted
amount
(NT$)
Percentage
of total
allotted
shares in
total SRE
- - - - - 2.50 12,500,000 10,000,000

The above actual distributions are the same as the distribution planned by the board.

4.1.9. Repurchase of corporate shares

30 April 2015

Repurchase session N/A
Repurchase objective N/A
Repurchaseperiod N/A
Repurchaseprice range N/A
Types andquantityof repurchased shares N/A
Amount of repurchased shares N/A
Qualityof cancelled and transferred shares N/A
Accumulativequantityof own corporate shares N/A
Percentage of accumulative quantity of own corporate shares in totally issued shares
(%)
N/A

4.2. Corporate bonds

4.2.1. Corporate bonds

4.2. Corporate bonds
4.2.1. Corporate bonds
Corporate Bond Type2 Fifth-time Domestic Unsecured
Convertible Corporate Bonds5
Issue date 23 June 2014
Face value NT$100,000
Place of issue and transaction3 N/A
Issue Price NT$100
Total amount NT$300,000,000
Interest rate 0%
  • 46 -
Expiry Expiry 3years,until 23 June 2017
Guarantee organization No.
Trustee Taipei-Fubon Bank
Underwritingagency Taipei-Fubon Securities
Certified lawyer Kang-de Lu
CPA Wen-bi Yan andQing-yuan Tu
Reimbursement method Principal in one time on expiry
Outstandingamount NT$285,800,000
Redemption or advance reimbursement terms As specified in Articles 18-19 of the
issue and conversion regulations.
Restrictions4 N/A
Name of credit rating agency, rating date, and rating
results
None
Other
additional
rights
Amount of converted (conversion or
subscription) common stocks, GDRs, and
other marketable securities by the report
publishingdate
None
Issue and conversion (exchange)
regulations
None
Potential dilution of shares and effect on current
shareholder equity of the issue, conversion, exchange,
or subscription regulations,and issue conditions.
Dilution rate is about 3% at the latest
conversion price at NT$44.50.
Name of depositoryorganization of exchanged stocks N/A

1 Corporate bonds are currently issued through public offering and private placement. Public offering means corporate bonds approved for issue by the FSC, while private placement means corporate bonds approved for issue by a board resolution.

2 Adjust the number of columns according to the frequency of corporate bond issues.

3 List out corporate bonds issued overseas.

4 Such as restrictions on cash dividends distributions, external investments, and request of maintaining assets at a specific percentage.

5 Highlight corporate bonds issued through private placement.

6 Disclose the information of bonds by nature according to the format in the list. These bonds include convertible bonds, exchangeable bonds, self-registration bonds, and equity warrant bonds.

  • 4.2.2. Convertible corporate bonds: Unissued convertible corporate bonds by the report publishing date:

  • 47 -

Bond Type1 Fifth-time Domestic Unsecured Convertible
Corporate Bonds
Fifth-time Domestic Unsecured Convertible
Corporate Bonds
Item Year 2014 By 30 April 20154
Market
price of
bonds2
(NT$)
Highest 113.95 121.90
Lowest 102.10 107.50
Average 110.14 113.52
Conversionprice(NT$) 46.90 44.50
Issue date 23 June 2014 23 June 2014
Price at issue(NT$) 46.90 46.90
Conversion obligation3 New issued share New issued share

1 Adjust the number of columns according to the frequency of corporate bond issues.

2 List all overseas transaction places, if any.

3 Delivered issued shares or new issued shares.

4 Disclose the information of the year by the report publishing date.

4.3. Issue of preferred shares: N/A

4.4. Issue of GDR: N/A

4.5. Issue of certificates of employee stock subscription: N/A

4.6. Issue of employee restricted shares: N/A

4.7. Acquisition (including mergers, buyouts, and spin-offs): N/A

4.8. Items to be disclosed in capital utilization plans: N/A

  • 48 -

5. Operation Overview

5.1. Business operations:

5.1.1. Scope of operations:

  1. CC01080 Electronic parts and components manufacturing.

  2. F119010 Wholesale of electronic materials.

  3. CC01110 Computers and computing peripheral equipment manufacturing.

  4. F113050 Wholesale of computing and business machinery equipment.

  5. CC01030 Electric appliance and audiovisual electric products manufacturing.

  6. F113020 Wholesale of household appliances.

  7. CC01101 Restrained telecom radio frequency equipment and materials manufacturing.

  8. F401021 Restrained telecom radio frequency equipment and materials import.

  9. CC01060 Wired communication equipment and apparatus manufacturing.

  10. CC01070 Wireless communication equipment and apparatus manufacturing.

  11. F113070 Wholesale of telecom instruments.

  12. CC01090 Batteries manufacturing.

  13. F113110 Wholesale of batteries.

  14. I501010 Product designing.

  15. CF01011 Medical materials and equipment manufacturing.

  16. F108031 Wholesale of drugs, medical goods.

  17. CE01021 Metrological instruments manufacturing

  18. F113060 Wholesale of metrological instruments.

  19. F401010 International trade.

  20. ZZ99999 All business items not prohibited or restricted by law, except those that are subject to special approval.

5.1.2. Industry overview

Our Company specializes in the processing and manufacturing of cable assemblies as well as the distribution of connectors in Taiwan. Apart from the provision of integration, design and manufacturing services for electronic components, we are also the largest distributor in Asia for

  • 49 -

Hirose connector products. Hirose is one of the top 10 connector manufacturers in the world. Our products have a wide range of applications ranging from Medical Health, Automotive, Green Energy, Industrial Application and Communication, or "MAGIC" for short.

1. Current state and developments of the industry:

Connector refers specifically to component and peripherals attached to electronic product signal and power sources. In more general terms, it refers to cable assemblies, sockets and plugs. It provides a detachable or replaceable interface for connecting two sub-systems within an electronic system so that signals or power can be transmitted. It can be considered the bridge between all signals.

A cable assembly refers to a device with cables in the middle and connectors on one or both ends. The main types of connectors are Chip-to-Board, Intra-equipment, and Inter-Equipment. Intra-equipment connections can be further divided into Board-to-Board, Wire-to-Board and Wire-to-Wire connectors. Board-to-Board connectors have both ends affixed to a printed circuit board (PCB). Depending on the implementation, it can be classified as Surface Mount Technology (SMT) or Dual In-line Package (DIP); Wire-to-Board and Wire-to-Wire connectors are those that have one or both ends affixed to the cable. Inter-equipment connections can be divided according to shape into circular connectors, rectangular connectors, co-axial connectors and fiber optic connectors. There are many types of cable assemblies and connector products. In addition to traditional interface standards such as RF Coaxial, Composite Video, S-Video, YPbPr, VGA, DVI, IEEE 1394, BNC and USB 2.0, market growth is now mainly driven by newer, high-speed interface standards such as HDMI, DisplayPort, Apple Lightning Connector, DockPort, Thunderbolt, HD-SDI, MHL, SlimPort and USB 3.0/3.1.

The connector production process is divided into three stages: front-end design, intermediate production and back-end assembly. Design encompasses product design and mold development, production consists of the stamping, molding and plating processes, while assembly includes the assembly and testing processes. A wide range of technologies are involved including terminal manufacture, mold manufacture, plastic

  • 50 -

molding, surface treatment, cable manufacture, assembly, inspection and testing. Poor connector quality not only impacts the reliability of signal and power transmission but also has an effect on the operational quality, performance and service life of the entire electronic system and product. Modularity, systemization and high sensitivity are therefore all important in connector circuit design.

Connectors are an important and widespread part of the electronics industry with extensive applications in many end-user fields. A Bishop & Associates study suggested that Automotive, Telecommunications, Computers and Peripherals, Industrial, Military and Aerospace, Transportation, Consumer Electronics and Medical Health make up the main fields in the global connector application market (see Fig. 1, 2). According to the projected market growth rates for 2015, increased use of automotive electronics, the development of electric vehicles as well as the strong growth of the luxury and SUV markets in China and the U.S. all suggest that automotive connectors have the most growth potential at 8.1%. The supply chain is more closed, certification more difficult and time-consuming than other industries however so the threshold is higher; telecommunication connectors is a close second at 6.8% due to cloud and 4G introduction; transportation connectors are in 3rd place at 5.3%.

Figure 1. Global connector application market shares in 2014

Figure 2. Projected global connector application market shares for 2015

==> picture [380 x 64] intentionally omitted <==

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

Automotive Telecommunica Automotive Telecommunica
Computers and Peripherals Industrial Computers and Peripherals Industrial
Military and Aerospace Transportation Military and Aerospace Transportation
Consumer Electronics Medical Health Consumer Electronics Medical Health
Other Other
----- End of picture text -----

Source: Bishop & Associates (2015/03), compiled by Sinbon

1 Overview of Global Connector Market

A Bishop & Associates study put the size of the global connector market

  • 51 -

at 52.86 billion USD in 2014, up 8.1% from 2013. It is also expected to grow by 5.1% in 2015 to reach 55.57 billion USD (see Fig. 3) then continue growing at 6.1% CAGR through to 2019 when it will be worth 70.88 billion USD. The top 3 regional markets for connectors were China, Europe and North America with 25.8%, 21.4% and 20.5% respectively of the global market in 2014 (see Fig. 4). Together they accounted for nearly 70% of the overall market. While growth has been strong in China and North America, the Asia-Pacific region's growth potential should not be ignored either. Europe and Japan on the other hand have seen a slowdown in growth; in 2015, growth will become moderate in each region while market shares remain unchanged (see Fig. 5).

==> picture [373 x 156] intentionally omitted <==

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

Figure 3. Global connect
圖三、全球連接器市場規模
700 629.5 660.0 10%
億 8.1% 587.9 成
600 555.7 8%
美 528.6 長
476.1 488.8
元 500 7.1% 6% 率
5.8%
400 5.1% 4.9% 4%
300 2%
2.7%
200 0%
100 -2%
-2.7%
0 -4%
2012 2013 2014 2015(F) 2016(F) 2017(F) 2018(F)
( (
) )(Growth Rate)
(100 Million USD)
----- End of picture text -----

Source: Bishop & Associates (2015/03), compiled by Sinbon

==> picture [382 x 183] intentionally omitted <==

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

Figure 4. Global connector Figure 5. Projected global
regional market shares in 2014 connector regional market shares
China Europe North America China Europe North America
Asia-Pacific Japan Other Regions Asia-Pacific Japan Other Regions
----- End of picture text -----

Source: Bishop & Associates (2015/03)

  • 52 -

Environmental changes, such as the moderate economic recovery in the U.S., Europe's gradual emergences from the Euro-debit crisis and the devaluation of the Yen, have produced steady growth for the connector industry as a whole based on global GDP growth. The full-scale miniaturization of computers and consumer electronic products may have reduced some of the demand for connectors but the increase in miniaturized connector products with high unit prices means industry output has remained relatively unchanged; the increasing popularity of new applications such as cloud and Internet-of-Things (IoT) in recent years is also pushing up shipments for medical health, automotive, green energy, industrial and telecommunication connector products. Steady growth in the global connector market is being driven by developments centered around high-end emerging applications.

Connector developments in the future will be along two main directions. In the first, smaller, more sophisticated terminal products will call for miniature connectors suitable for mobile phones, tablets, ultra-light notebooks and other slim products. The technologies to reduce the amount of space required by connectors by shrinking intervals and attachment heights are currently still held by Japanese companies; in the second, the maturity of the cloud and IoT concepts means high-quality multimedia content that generate large amounts of data traffic. It is therefore essential to develop high-frequency connectors. Thunderbolt 2.0, MHL 3.0, USB 3.1 and Type C will therefore be the key technologies in the future market.

The top 10 connector manufacturers in the world account for around 60% of the overall market (see Fig. 6). They are dominated by American and Japanese companies due to their exceptional R&D capability, technical standards and product quality. Mergers, acquisitions and alliances are also frequently employed to maintain their market leadership and competitive advantage. Due to the wide scope of product applications, TE Connectivity has opened its lead against 2nd place and 3rd place Amphenol and Molex in size. Delphi Connection Systems has used the automotive electronics supply chain to its advantage and by cultivating the Chinese market surpassed Foxconn to become the 4th largest connector supplier. The top 4 American companies now own

  • 53 -

around 40% of the overall market. Foxconn from Taiwan has benefited from group resources and its longstanding partnership with international customers such as Apple. Its business has remained steady and at 5.5% market share it is the 5th largest connector maker. Japanese companies Yazaki, JST, JAE, Sumitomo Wiring System and Hirose are in the 6th to 10th place and together account for around 15% of the overall market.

Figure 6. Global market shares of the top 10 connector manufacturers圖六、全球連接器前十大廠商比重

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

17.8%
39.6%
8.8%
3.1% 4.9% 7.4%
2.0% 6.0%
2.1% 2.7% 5.5%
TE Connectivity Amphenol Molex
Delphi Connection Systems Foxconn (Hon Hai) Yazaki
JST JAE Sumitomo Wiring Systems
Hirose Others
----- End of picture text -----

Source: Bishop & Associates (2014/09), compiled by Sinbon

2 Overview of Chinese Connector Market

The rapid growth of the automotive, communication and consumer electronic end markets as well as the continued migration of global connector production capacity to Asia and China means Asia is now the region with the greatest development potential. China has also become the largest and fastest-growing market. Large international connector companies are all setting up production sites in China making it a key global manufacturing hub for electronic products. In 2014, China's connector market was worth 13.64 billion USD, up 14.5% from 2013. It was also the only region to see 2-digit growth. In 2015, it is expected to grow by 6.6% to 14.53 billion USD putting it firmly in the top spot globally (see Fig. 7). It is also expected to grow at 7.9% CAGR until 2019 to reach 19.94 billion USD and continue to grow at a rate higher than the global average.

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

Figure 7. Size of the Chinese connector market
圖七、中國連接器市場規模
160 136.4 145.3 16%
億 成
140 14%
美 114.4 119.1 長
元 120 14.5% 12% 率
100 10%
80 8%
60 6%
6.6%
40 4%
1.3% 4.0%
20 2%
0 0%
2012 2013 2014 2015(F)
)( ()(Growth Rate)
(100 Million USD)
----- End of picture text -----

Source: Bishop & Associates (2015/03), compiled by Sinbon

China's connectors consist mainly of low- to mid-range board and card connectors. The high-end connector segment is smaller but growing rapidly. The main applications are computers and peripherals, automotive and medical health connectors. Strong sales of domestic carmakers have driven up shipments of automotive electronic products. Growing demand and output from consumer electronics such as mobile phones and tablets have also helped drive the growth of the Chinese connector market. Chinese connector makers are actively looking for foreign partners to introduce management techniques and production technologies. This has helped spur the development of Chinese connector technology. The trend towards smaller, slimmer and high-performance terminal products have spurred the evolution of connector products towards miniaturization, small interval, high density, high frequency and high transfer rates. This will be the future of Chinese connector market developments.

Chinese connector companies are quickly expanding their technical capabilities and building up vertical integration synergies through acquisitions, investments, alliances and capital increases. This also allows them to realize strategic goals such as entry to the global supply chain, market expansion and patent acquisition. Its market share is now rapidly catching up to leading European, American and Japanese companies. Larger Chinese connector companies today include Shanghai Feilo, Deren Electronic, Jonhon, Aerospace Electronics, Sichuan Huafeng and Luxshare-ICT.

3 Overview of European Connector Market

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Due to the Euro-debt crisis in 2012, the automotive and energy industries experienced a slowdown that saw the regional market shrink by 12% to 9.92 billion USD and China take over as the leading global connector market. Europe is beginning to emerge from the shadow of Euro-debt, and in 2014, the European connector market was worth 11.31 billion USD, up 6.3% from 2013. In 2015, it is expected to grow by 4.5% to 11.82 billion USD making it the world's No. 2 market for now (see Fig. 8). It will then grow at 4.3% CAGR through to 2019 and reach 14.41 billion USD.

Around 81% of the European connector market is concentrated in West European countries such as Germany, France, U.K., Italy and Switzerland. Germany, France and U.K. alone account for 52%. Eastern European countries such as Turkey, Hungary, Poland and the Czech Republic account for 18% of the market. The top 10 European connectors account for around 23% of the European market. The top 5 are Rosenberger, Harting, Phoenix, Souriau and Radiall.

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

Figure 8. Size of the European connector market圖八、歐洲地區連接器市場規模 118.2
120 113.1 10%
106.4
億 99.2 成
美 100 7.3% 5% 長
6.3%
元 80 4.5% 率
0%
60
-5%
40
-10%
20
-12.0%
0 -15%
2012 2013 2014 2015(F)
() ()(Growth Rate)
(100 Million USD)
----- End of picture text -----

Source: Bishop & Associates (2015/03), compiled by Sinbon

4 Overview of North American Connector Market

In 2014, the North American connector market was worth 10.86 billion USD, up 7.8% on 2013. In 2015, it is expected to grow by 4.2% to 11.32 billion USD, putting it close behind Europe (see Fig. 9). It will also grow at 4.6% CAGR through to 2019 and reach 13.59 billion USD. The U.S. has leveraged its strength in capital to not only acquire complete technical solutions through acquisitions but also invest heavily in R&D to maintain its leadership in the connector industry. Leading manufacturers include TE Connectivity, Amphenol, Molex and Delphi Connections. These large international companies exert a major influence on the connector

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industry.

The slide in the price of 3C terminal devices in recent years has led to a gradual U.S. withdrawal from the PC, NB, tablet and smart phone connector markets to concentrate development on other applications including medical health, solar power, robotics, aerospace & defense, automated measurement, and 4G telecommunications. These consist mostly of large voltage, large current, RF, fiber optic, and high-frequency backplane connectors. Companies involved in this field include TE Connectivity, Amphenol and Molex. In addition to the two main applications of multimedia entertainment and mobile high-speed transmission, automotive connectors are also used in automotive safety applications such as semi-automated driving assistance, in-vehicle network system, and cabling for critical components. The safety standards and specifications are therefore more rigorous than consumer electronics. Apart from being waterproof, shockproof and dustproof, environmental tolerance for high and low temperatures must be higher as well. Delphi is currently the technology leader in this field.

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

Figure 9. Size of the North American connector market
圖九、北美地區連接器市場規模
120 113.2 9%
108.6
億 成
100.8 8%
美 100 95.3 長
元 7.8% 7% 率
80 6%
5.7% 5%
60
4%
4.2%
40 4.0% 3%
2%
20
1%
0 0%
2012 2013 2014 2015(F)
() (Growth Rate)()
(100 Million USD)
----- End of picture text -----

Source: Bishop & Associates (2015/03), compiled by Sinbon

5 Overview of Japanese Connector Market

In 2014, the Japanese connector market was worth 5.6 billion USD, up 4.3% on 2013. In 2015, it is expected to grow by 2.9% to 5.77 billion USD (see Fig. 10). Japanese companies do not enjoy the advantage of strong financial backing like the U.S. but have remained competitive on high-end products through accumulated past technical expertise. Apart

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from increasing its share of the consumer electronics market that the U.S. withdrew from, it is also actively positioning itself in the green energy market such as solar power, wind power, electric vehicles, and intelligent home energy management systems by providing high-precision miniaturized board connectors, I/O connectors, charger and battery connectors. It is also strengthening its automotive connector solutions through acquisitions, mergers and alliances. The leading connector manufacturers in Japan today include Yazaki, JST, JAE, Sumitomo Wiring System and Hirose.

Technology R&D in Japan is also developing along the two main directions of miniaturization and high-frequency. As the design for terminal products such as Ultralike NBs, tablets, mobile phones and wearable devices become even thinner, lighter and smaller, the critical technologies for connectors now focus on reducing intervals and attachment height. Production now focuses on smaller footprints, thinner intervals, fool-proofing and resistance to electromagnetic interference (EMI) so that connectors take up even less space. Japanese companies have an advantage in miniaturization technology. 0.3 mm intervals are possible and attachment height can be kept below 0.6 mm.

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

Figure 10. Size of the Japanese connector market 圖十、日本連接器市場規模
70 64.0 10%
億 56.0 57.7 成
美 60 53.8 5% 長
元 50 4.1% 4.3% 2.9% 0% 率
40
-5%
30
-10%
20
10 -15%
-16.0%
0 -20%
2012 2013 2014 2015(F)
( (
) )
(100 Million USD) (Growth Rate)
----- End of picture text -----

Source: Bishop & Associates (2015/03), compiled by Sinbon

6 Overview of Domestic Connector Market

According statistics from the Industrial Technology Research Institute (ITRI)'s Industrial Economics and Knowledge (IEK) center, in 2014, Taiwan's connector exports were estimated to be worth 130.1 billion NTD, up 7.6% on 2013 (see Fig. 11) and accounted for about 10% of the

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global market. There are around 345 local connector companies so many contract manufacturers involved with the assembly of electronic systems and products are headquartered in Taiwan. Taiwan is also main source of connectors for China.

In 2013, Taiwan's top 3 customers for connector exports were China, the U.S. and Hong Kong. The emergence of a local supply chain, improvements in technology and higher self-sufficiency affected Taiwan's connector exports so they slid from 22.8% in 2012 to 21% in 2013 (see Fig. 12 and 13). Taking advantage of China's greater west strategy to merge into the emerging local supply chain and secure potential markets offer Taiwanese connector a major opportunity; the U.S. is now withdrawing from the low-end 3C connector market because its large companies are turning their attention to the development of niche connector applications such as medical health, green energy and industrial so its imports from Taiwan increased from 18.7% in 2012 to 19.4% in 2013; exports to Germany and Japan consist mainly of automotive and digital domestic appliance connectors respectively.

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

Figure 11. Value of connector exports and imports in Taiwan
圖十一、台灣連接器進出口產值
1357.4 1358.4
1400 1301.2 1321.5 10%
新 1209.4 7.6% 成
1200
台 2.8% 5% 長
幣 1000 0.4% 1.6% 率
億 2.6% 0%
800 0.9% 0.9%
元 -4.9%
-5.5%
600
-5%
431.9 410.8 421.4 425.2 428.9
400
-10%
200
-10.9%
0 -15%
2012 2013 2014(F) 2015(F) 2016(F)
台灣連接器出口產值Value of connectors exported from Taiwan
台灣連接器進口產值Value of connectors imported to Taiwan
( (Growth Rate)(

(100 Million NTD)

----- End of picture text -----

Source: IEK (2014/07), compiled by Sinbon

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

Figure 12. Taiwan's export markets 圖十二、2012年台灣連接器 Figure 13. Taiwan's export markets 圖十三、2013年台灣連接器
for connectors in 2012出口國比重 for connectors in 2013出口國比重
28.9% 22.8% 29.3% 21.0%
2.5% 18.7% 2.6% 19.4%
14.5% 14.8%
4.3% 4.0%
5.4% 4.4%
4.6% 4.5%
China 中國 U.S 美國 Hong Kong 香港 Germany 德國 China 中國 U.S 美國 Hong Kong 香港 Germany 德國
Japan 日本 U.K 英國 Thailand 泰國 Other 其他 Japan 日本 U.K 英國 Thailand 泰國 Other 其他
----- End of picture text -----

Source: IEK (2014/07), compiled by Sinbon

Taiwan's connectors are mainly used in computers & peripherals, consumer electronics and communication products (see Fig. 10). These together account for 94% of all connector production in Taiwan. Shipments are mostly in the form of board connectors, card connectors, rectangular I/O connectors and IC sockets. Computer products have the highest share but weak demand, less need for connectors in thinner, lighter products, and cut-price competition from Chinese companies have all led to Taiwan's connector production lagging behind the rest of the world.

Figure 14. Distribution of the Taiwanese connector market 圖十四、台灣連接器應用市場比重

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

6.0%
23.8% 44.9%
25.3%
電腦與週邊Computers and Telecommunications電信通訊 Consumer 消費電子 Other其他
peripherals electronics
----- End of picture text -----

Source: IEK (2013/11), compiled by Sinbon

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Since 2012, however, domestic connector companies began adjusting their product mix, expanding the types of applications and transitioning over to niche markets in order to reduce their dependence on computer applications. In 2014, the emergence of the cloud and IoT, as well as the mass introduction of electronic parts by the automotive industry, saw a significant growth in non-computer shipments by Taiwanese companies for automotive, server, networking and other consumer electronic applications. Medical health, green energy and industrial applications have also made progress in breaking into the supply chain of large international companies, resulting in industry growth. In the future, computer applications will be superseded by connectors related to consumer electronics, cloud and automotive electronics. Compared to European, American and Japanese companies' balance approach in each field, Taiwanese companies are weak when it comes to medical health, green energy and aerospace applications that show strong future potential. There is still significant room for future growth.

To reduce production costs and be close to customer demand, Taiwanese connector companies are now moving highly standardized, high-volume production lines to China. Domestic production is now focused on high-end connectors for NBs, high-frequency, high-speed connectors for networking and consumer electronics, as well as highly customized niche connector products for medical health, automotive and green energy. Automotive connectors have a high threshold. Domestic connector companies now mainly focus on multimedia entertainment, navigation and other non-safety-critical systems. They are also developing cabling and connector products for electric vehicle chargers and battery systems.

Increasingly sophisticated and miniaturized terminal product designs, as well as the increasing maturity of cloud and IoT technologies/applications, mean that connector development will focus on miniaturization and high frequency. Taiwanese connector manufacturers currently still behind Japanese companies in miniaturization technology. Local companies are now aggressively looking for upgrade opportunities and engaging in

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strategic cooperation on complementary product technologies for the sake of industry integration and transformation. They are also using their proficiency in supply chain integration to aggressively expand production in China and increase the level of automation. By greatly reducing production costs and R&D times, they hope to meet with success again in the next wave of market competition.

Sinbon has many years of experience in niche connector markets such as the medical health, automotive, green energy and industrial application markets. We have since won the trust of our customers over the years. The growth of customers, the increase in quantity and share of customers' cable assembly sales have sustained the steady growth of our business.

2. Supply chain relationship:

A connector product consists of the terminals and plastic casing. The industry structure and value chain (Fig. 15) can be divided between the upstream raw material suppliers, mid-stream connector manufactures and down-stream application industries.

1 Upstream

Upstream can in turn be divided among the suppliers of metals, plastics, electroplating and other materials. They account for around 60% of production costs. Metal materials account for the largest share followed by plastics then electroplating.

Metals are used to make connector terminals. To avoid signals being obstructed or degraded during transmission, brass or phosphor bronze are turned into copper alloy plates to ensure good electrical conductivity, heat tolerance and mechanical strength; plastics frequently used for connector casing include PBT, PPS, Nylon and LCP resin; electroplating is related to the connector's conductivity and mating life cycles. Gold and tin electroplating liquid are the most commonly used follow by nickel and

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silver-plating. Commonly used brass, PBT, and tin-lead electroplating liquid can all be sourced from domestic suppliers. High-end materials such as phosphor bronze, LCP, pure tin and tinned copper electroplating liquid are mostly imported from the U.S. and Japan.

The upstream material industry's size, supply and demand, and pricing changes have a major effect on the development of the connector industry. The quality of raw materials is also critical to the manufacture of high-quality connectors. Plastic prices have remained relatively stable so metal prices are crucial to the industry. In early 2014, the drop in gold and tin prices reduced production costs and increased profit margins for connector manufacturers. The rapid obsolescence rate of electronic products however mean that connectors should monitor external changes in supply and demand as well as product upgrade cycles carefully so they can release connector products that match market trends; internally, they should strengthen their inventory management to avoid inventory losses due to changes in material prices. Taiwanese connector manufacturers now have full control over the main midstream processes. Upstream materials and equipment are however still mostly controlled by Japanese companies and there is little domestic R&D into related fields. Local companies are still in a relatively weak position when it comes to bargaining with upstream suppliers.

2 Midstream

Midstream connector manufacturers encompass metal stamping, plastic injection, electroplating and assembly companies. The connector manufacturing process includes the front-end product design & mold development, the intermediate metal stamping, plastic injection and electroplating processes, then back-end assembly and testing (conductivity & signal performance, pressure resistance, high-frequency characteristics etc.). Connector manufacturing can be broken down into a "metal part" and "plastic part". The metal parts are formed through machining, stamping and die-casting before electro-plating. Machining is

  • 63 -

frequently used for the manufacture of RF connector terminals and casing, stamping is usually used for manufacture of terminals and casings, though die-casting can also be used for casing manufacture. Technical and cost considerations mean that electroplating is usually outsourced; plastic parts generally use injection-molding.

3 Downstream

Depending on the product specifications and design, connectors are extensively used in fields such as automotive, telecommunications, computers and peripherals, industrial, military and aerospace, transportation, consumer electronics and medical health. Its development will directly determine the market, product mix and R&D direction for connector products. Connector manufacturers generally have a particular specialty. Downstream application companies usually work closely with midstream connector manufacturers to ensure stable quality, cost and delivery.

Slowing demand from the global computer market and the high level of maturity in the connector industry means that room for future market growth is limited with terminal products becoming more minimalist in design and using less connectors. This is why Taiwanese connector companies have, in recent years, increasingly shifted away from downstream application industries such as computers and peripherals, telecommunications and consumer electronics into other applications such as medical health, automotive, green energy, industrial, networking, cloud and wearable device connectors. These make-up a relatively small proportion of the overall output and there is still plenty of room for development.

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Figure 15. Connector industry supply chain

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

Metals Electroplating Plastics Other
Brass Gold plating Zinc Alloy
Phosphor Bronze Tin plating Materials used for
Beryllium Bronze Tin-Lead plating welding and sealing base
Titanium Bronze Tin-Copper plating and casing
Cold-rolled steel Nickel plating Ceramic
(SPCC) Silver plating Glass
Palladium-Nickel Alloy
Electroplating process
Plate then stamp
Die stamping Plastic molding Die manufacture
Machining Direct-injection
Die-casting Injection molding
die casting
Electroplating process
Other
Assembly
Testing
Connector product
Source: IEK. Compiled by Sinbon
Upstream material suppliers
manufacturers Midstream connector
Downstream Industrial Automotiv
e
Other industries
application industries
Automotive industry Automotive industry industry
Telecommunications industry Computers and peripherals industry Military and aerospace industries Transportation industry Consumer lectronics industry Medical health industry
----- End of picture text -----

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3. Product development trends:

The electronic parts and components produced, sold and distributed by our Company are divided into the five main industries listed below and is known as MAGIC for short:

(1) Medical Health:

Aging populations and the growing number of chronically ill will push the development of diagnostic imaging products. Emerging markets such as the Asia-Pacific, Latin America and Central/Eastern Europe are expected to be the driving force in the growth of the global medical diagnostic imaging market. Statistics from BMI Esipcom indicated that in 2013, the global market for medical diagnostic imaging products was worth around 82.5 billion USD. The Asia-Pacific region accounted for 24% of the global diagnostic imaging medical device market, second only to North America at 47% and ahead of Europe at 22%. Most Asia-Pacific nations are emerging markets and by 2017 they should grow to 29.8 billion USD, for a CAGR of 8.2% between 2013 ~ 2017 (see Fig. 1).

Market size Growth rate

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

M
Unit: Million USD
----- End of picture text -----

Source: BMI (2014), compiled by Sinbon

Figure 1. Size of the Asia-Pacific market for medical diagnostic imaging-related medical device products and growth forecast

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IEK statistics indicate that, in 2013, the Asia-Pacific market for diagnostic imaging instruments and equipment was worth around 10.4 billion USD. Japan was the largest market at 4.3 billion USD followed by China at 3.1 billion USD, Australia at 700 million USD and India at 680 million USD. Their shares of the Asia-Pacific diagnostic imaging instrument and equipment market were 41.4%, 30%, 6.8% and 6.5% respectively. United Imaging is China's leader in high-end medical imaging equipment. In 2014 the uDR 770i and uDR 580i equipment produced by United Imaging won iF design awards and were the first large medical equipment from China to win that prize. Sinbon is already a supplier to United Imaging and once the product enters mass production, passes certification and receives the protection and support of the local government this will help drive sales growth. According to Chinese officials, the price of imported high-end medical equipment is too high. In China, a high-end magnetic resonance imaging (MRI) unit costs between 1.2 ~ 2.5 million RMB when imported while a Gamma Knife radiosurgery unit costs around 10 million RMB to import. Equivalent products cost just half that overseas. Government protection as well as the policy of replacing imports with domestically produced equivalents will undoubtedly lead to large and steady growth in shipments by United Imaging and Neusoft.

In the global portable medical electronics market, at the end of 2013 BCC Research reported that the global market for portable medical devices will reach up to 77.4 billion USD in 2017 for a CAGR of 8.3%. This is one of the key areas of development at Sinbond. The portable medical electronics market in China has maintained a CAGR of 20 ~ 30% for 5 successive years so far. In 2013, medical electronic devices for diagnostics, imaging, therapy and monitoring grew steadily in China. Output is expected to rise to 7.4 billion USD in 2016 with an average CAGR of 13% (see Fig. 12). This could mostly be attributed to the rapid increase in demand for CAT, MRI and high-end ultrasonic diagnostics instrument products that spurred the expansion of the medical electronics market.

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Analysis of China's medical electronics output for 2009 ~ 2016 (by field of application)

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

Source: HIS iSuppli (2012/12)
(Output in millions of USD)
----- End of picture text -----

Figure 12. Analysis of China's medical electronics output for 2009 ~ 2016

(2) Automotive:

The electric vehicle (EV) industry has been developing rapidly in recent years. Graph (1) shows that EV sales have risen quickly in the past three years. Most importantly, sales of pure electric vehicles in 2013 grew by 228.88% compared to 2012; sales of Plug-in Hybrid Electric Vehicles (PHEV) grew by 26.87% over the same period. The data shows that the gap between sales of EVs (46,148) and PHEVs (48,951) is narrowing and in 2014, EV will outstrip PHEV. Graph (2) shows that the U.S. was No. 1 in the world in terms of EV and electric vehicle supply equipment (EVSE) stock, with Japan and France in 2nd and 3rd place respectively. China was No.2 in terms of EVSE stock followed by Japan, the Netherlands and Germany.

==> picture [85 x 33] intentionally omitted <==

Graph (1) Source: EV Obsession, 2013

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Graph (2) Source: Global EV Outlook, 2013

Future Prospects

An analysis by Bharat Book Bureau proposed the following three viewpoints:

  1. The EV industry has gradually become the optimal solution for energy security as well as solving the problem with greenhouse gases and other pollutants.

  2. Total EV sales are expected to reach 7.5 million units per year by 2020.

  3. Between 2014 and 2020, sales of EV will grow at a CAGR of 19%.

Sights Set on EV Charging and Automotive Parts

EVs are now the trend for the future. Many Taiwanese companies are now beginning to move from consumer electronics over to telematics hardware and services. Nevertheless, EV charging systems are still not widespread or standardized. Three major standards currently exist worldwide, the first being the SAE Combo being promoted by 8 leading Western carmakers, Tesla Supercharger developed by Tesla itself, and CHAdeMO which was developed by large Japanese carmakers.

The carmakers supporting SAE Combo include Audi, BMW, Ford, Porsche and Daimler. These brands will equip their EVs with the SAE charging

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standard in the future. SAE aims for quick charging stations to finish charging under 10 minutes with DC power. Public charging stations must be able to provide power at 500V. The Tesla Supercharger specification only supports Tesla models but the company expects to establish 100 charging stations on key American roads by 2015. Tesla still has development potential. CHAdeMO is the fastest growing of the three specifications. Its members, made up of mostly Japanese car companies, are working together to develop and unify the charging specifications for EVs and PHEVs.

Now that Tesla has raised its sales target for the year the demand for EV parts such as charging units and sockets have also increased as well. Plans at other international carmakers suggest that 100,000 charging stations will be built across Europe and America in the future. This will generate 3 billion NTD in associated business opportunities.

Among automotive electronics, smart electronics applications will account for up to 40% of the market in the future. Expectations are particularly high for driving information, safety assistance and onboard electronics. The Ministry of Economic Affairs statistics indicate that Taiwanese automotive parts have grown steadily in recent years and in 2012 accounted for 33.2% of all automotive parts. Leading carmakers are now integrating LTE onboard terminal systems into their offerings and onboard access terminals are expected to be the focus of future developments for the next few years.

The continued increase in global automotive sales will help boost the output for automotive parts. Many electronic features are now being adopted by carmakers including automated detection, automatic braking system and lane deviation detection system.

(3) Green Energy:

Global Solar Power Developments

Government policy still exerts a strong influence on the solar power industry. Generally speaking, relatively stable political environment, gradual economic recovery and continued support for environmentalism have helped spur demand and R&D investments in solar power in 2014.

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The favorable macro conditions for solar power development may lead to the market demand growing in leaps and bounds. With the exception of the U.S. and Japan, demand in the coming year will be concentrated in developing countries where the variables and uncertainty will be higher than European countries.

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

Global new installed
capacity
----- End of picture text -----

In 2014, the global photovoltaic (PV) market grew by 10% to 40 GW. The European market has continued to shrink while China and Japan will become the market focus with around 50% of the global market.

Compared to 2013, 2014 demand from environmentally aware Eastern and Southern European countries will decrease. Previous market leaders such as Germany and Italy will also see a sharp decline in demand. With the exception of Japan and U.S. where demand will remain strong, new demand will now be concentrated in emerging countries such as India, Thailand, South Africa and Chile as well as China with its extensive territories. The signs suggest that demand for solar power will remain strong in the coming year but with a greater emphasis on low prices. Without focusing on markets with relatively high prices such as Japan, it will be relatively difficult to push for price increases in the industry chain.

==> picture [368 x 204] intentionally omitted <==

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

Unit: GW
2014
2013
Japan
Other Japan Other
Germany
China
China
Germany U.S.
U.S.
----- End of picture text -----

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Comparison of the top 4 global PV markets in 2013 and 2014

The Solar Power Industry in Taiwan

The solar power system installation market in Taiwan: The MOEA Bureau of Energy boosted the solar power promotion target to 210 MW this year (2014). This is an increase of 20% on the 175 MW in the previous year.

Risks for Taiwanese Solar Power cell manufacturers: The U.S. Department of Commerce was slated to issue its preliminary anti-subsidy judgment for "new anti-dumping and anti-subsidy duties" on March 28, 2014. This has been pushed back to June 2, 2014. This means that the timetable for the "new anti-dumping and anti-subsidy duties" will be pushed back as well, reducing the impact on the cross-strait PV industry for the year. This translates into more time during 2014 for increasing prices and looking for ways to compensate for the potential impacts of the "new anti-dumping and anti-subsidy duties". The recovery of the global economy, strong demand from China and Japan, as well as geographic access means that Taiwanese companies should at least see an improvement due to better production utilization. This may even lead to a wave of additional capitalization. Nevertheless, the new U.S. anti-dumping and anti-subsidy investigation as well as the coming industry revolution due to government-led reforms to the industry will continue to have a short-term impact and long-term pressure on Taiwanese companies. This means they must be alert to these challenges even as they enjoy high growth during the year.

Global Wind Power Developments

In 2013, new global installed wind power capacity was estimated to be 34,321 MW, down 25.2% on the 45,877 MW from 2012. The decline was due to uncertainty over American wind power policy that impacted on developer confidence and led to a major decrease in new wind power installed capacity in the U.S. during 2013. New installed wind power capacity in the U.S. in 2013 was estimated to be just 1,500 MW, a slump of 88.3% compared to the 12,884 MW in 2012. The U.S. government may release a new wave of wind power subsidy proposals that will increase new installed wind power capacity again. In 2014, the global wind power

  • 72 -

market is expected to surpass the 2012 levels and continue to grow steadily from then on.

Global wind power market between 2008 ~ 2017

==> picture [37 x 14] intentionally omitted <==

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

Global new
----- End of picture text -----

Source: MAKE Consulting, compiled by ITRI IEK (2013/12)

Offshore wind power currently accounts for a relatively small proportion of the overall wind power market. Compared to the terrestrial wind power market where growth is slowing, however, offshore wind power will grow at a faster rate in the future and increase its share of the overall market.

In 2012, new offshore wind power installed capacity was 1,409 MW, or 3.1% of the total wind power market. In 2013, new installed capacity was estimated to be 1,869 MW, an increase of 32.6% on 2012. Offshore wind power's proportion of the total wind power market increased to 5.5% as well. By 2017, new installed capacity is expected to grow to 5.6 GW with offshore wind power increasing its market share to 10.1%. Between 2013 and 2017, the CAGR will be 31.7%.

Many companies are now working on offshore wind turbines rated over 5 MW. Companies that have units in commercial operation include AREVA from France as well as Repower and BARD from Germany. Companies now in pilot trials include China's XEMC and Sinovel, Spain's Gamesa, Germany's Siemens, France's Aston and South Korea's Samsung Heavy Industries.

  • 73 -

Companies that are still in development include China's Haizhuang Windpower Equipment, Dong Fang Turbines, Goldwind and United Power, South Korea's STX and Hyundai Heavy Industries, Japan's Mitsubishi Heavy Industries and DSME, Spain's Gamesa and Denmark's Vestas.

Global offshore wind power market between 2007 ~ 2016

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

Global new
----- End of picture text -----

Source: MAKE Consulting, compiled by ITRI IEK (2013/12)

Terrestrial wind power accounts for over 90% of the global wind power market and is the mainstream market at the present. In 2012, new installed terrestrial wind power capacity was 44,467 MW, and accounted for 96.9% of the overall market. In 2013, new installed capacity was estimated to be 32,452 MW, down 27% from 2012 and its proportion of the overall wind power market reduced to 94.6% as well.

  • 74 -

Global terrestrial wind power market between 2008 ~ 2017

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

Global new
----- End of picture text -----

Source: MAKE Consulting, compiled by ITRI IEK (2013/12)

For 2014, China has, after two years of rigorous controls on new installed capacity as well as aggressive development on new power grids and using wind power for heating in winter, managed to increase the integration rate for wind power. The "abandoned wind" phenomenon (wind turbine installed but cannot be grid-connected for power generation) is now showing signs of improvement. The continued support for wind power devices under the "12th 5-Year Plan" means the terrestrial wind power market in China can expected steady growth to continue.

2013 Prospects for the world's top 5 terrestrial wind power markets

Unit: MW, %

Country China Germany India Canada U.S.

Source: MAKE Consulting, compiled by ITRI IEK (2013/12)

Generally speaking, the global terrestrial wind power market will grow steadily in the future and new installed capacity should remain between 47 ~ 50 GW per year between 2014 ~ 2017. The market in region will grow or decline at different rates however. In terms of market scale and future development potential, China offers the best prospects because the Chinese government continues to consider the development of wind power to be an important policy. The 12th 5-Year Plan has set clear installation targets so the continued development of large wind power sites and wind powered heating in winter will lead to the market's

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continued steady growth. Apart from China, other countries with favorable market prospects include Germany, India, Canada and Brazil.

(4) Industrial Application

Industrial automation

IMI Research pointed out that, despite the economic recession in some parts of Europe, steady economic growth in other regions around the world saw the global industrial automation industry grow from 159.8 billion USD to 200 billion USD between 2012 ~ 2015. The U.S. and the Asia-Pacific markets together accounted for 65% of all revenues.

Automation equipment includes programmable logic controller (PLC), machine vision, human-machine interface (HMI), motion control. I/O module, server and step drivers. The world's main automation system providers are concentrated in the U.S., Germany, Switzerland and Japan. They include Emerson, Honeywell and Rockwell in the U.S., Siemens in Germany, ABB in Switzerland as well as Omron, Mitsubishi and Yokogawa in Japan. Among these, Honeywell, Rockwell and Siemens are all customers that Sinbond has close links with.

Forrest & Sullivan noted that with the development of advanced technologies such as network communications and smart sensing as well as the support of national governments, future trends in industrial automation will be influenced by three key factors: energy efficiency, smart technology and emerging economic entities. The German Federal Government has proposed the Industry 4.0 concept and predicted that industrial automation technology is now evolving towards intelligence, networking and integration. This will in turn bring boundless opportunities for system equipment and semiconductor vendors within this ecosystem.

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Semiconductor equipment

SEMI estimated at the end of the year that the global semiconductor equipment market can expect revenues to reach 32 billion USD in 2013, a decrease of 13.3%; the global outlook for the semiconductor equipment market is very positive for 2014 and a growth of 23.2% is expected; market growth will continue through to 2015 and is estimated to be 2.4%. Taiwan, Korea and North America continue to the largest spenders on semiconductor equipment assets. Taiwan's capital expenditure is on track to be No. 1 for the 4th successive year.

Global semiconductor equipment expenditure

Semiconductor equipment encompasses front-end wafer process equipment and the back-end packaging & testing equipment. SEMI noted that wafer process equipment continues to generate the most equipment revenues but this is expected to be 25.1 billion USD in 2013, down 10.7%. The packaging equipment market is expected to decline by 22.1% to 2.4 billion USD while the testing equipment market is also expected to decline by 20.7% to 2.8 billion USD. The top three global vendors of semiconductor equipment are AMAT in the U.S., ASML in the Netherlands, and TEL in Japan. Sinbond has a close working relationship with ASML.

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The official merger of AMAT and TEL in 2013 gave it 25% of the world market.

The growth in demand from low to mid-end mobile communications and wearable devices has led semiconductor manufacturers to expand their investment in 16- and 20-nm high-end processing equipment. Semiconductor equipment B/B value in 2013 also tended to be greater than 1 so semiconductor manufacturers have their order books full. The Taiwanese government is continuing to push for higher rates of self-sufficiency on semiconductor equipment so the outlook is good for local semiconductor equipment suppliers.

(5) Consumer Electronics (Communication):

Consumer electronics encompass a wide range of fields. Sinbond is mainly involved with mobile phone and NB-related applications. The markets for these two industries are detailed below.

Global mobile phone industry

The global mobile market has been estimated to be 1.7 billion units in 2013 and 1.8 billion units in 2014. Shipments are growing at a rate of around 100 million units per year. Annual growth is estimated to be between 5 ~ 10%.

Estimatedglobal mobilephone shipments for 2010 ~ 2014 Unit: Million units Estimatedglobal mobilephone shipments for 2010 ~ 2014 Unit: Million units Estimatedglobal mobilephone shipments for 2010 ~ 2014 Unit: Million units Estimatedglobal mobilephone shipments for 2010 ~ 2014 Unit: Million units Estimatedglobal mobilephone shipments for 2010 ~ 2014 Unit: Million units Estimatedglobal mobilephone shipments for 2010 ~ 2014 Unit: Million units
2010 2011 2012 2013(e) 2014(f)
Global mobilephones 1,329
1,610

1,780

1,860

1,970
Global smartphones 280
450

680

992

1,280

Source: TRI, 2013/10

In terms of product type, the proportion of smart phones increased in 2011 and reached around 450 million units. As smart phones offered greater profit margins so service providers, hardware manufacturers and branded vendors all rushed to enter this market. The development of feature phones does not look as favorable as smart phones. Pressure from low-price smart phones means the market segment is rapidly shrinking. Since Motorala, HTC and Samsung entered the low to mid-end smart phone segment, feature phones will be replaced at an even faster rate in

  • 78 -

the future. The basic phone segment will depend on demand from emerging markets.

Global NB industry

The global NB market is estimated to be around 170 million units in 2013, down 14% on the previous year. In 2014, it slid even further to around 160 million units as well. The main reasons for the decline are the global economic weakness as well as substitution effect of tablet PCs.

Global NB and Tablet PC shipment estimates for 2010 - 2014 Unit: Million Units Global NB and Tablet PC shipment estimates for 2010 - 2014 Unit: Million Units Global NB and Tablet PC shipment estimates for 2010 - 2014 Unit: Million Units Global NB and Tablet PC shipment estimates for 2010 - 2014 Unit: Million Units Global NB and Tablet PC shipment estimates for 2010 - 2014 Unit: Million Units Global NB and Tablet PC shipment estimates for 2010 - 2014 Unit: Million Units
2010 2011 2012 2013(e) 2014(f)
NB 201
208

201

172

162
Tablet 17
62

113

172

206

Source: TRI, 2013/10

In terms of product trends, tablet PCs with touch control can be expected to gradually dominate the market.

4. Competition among main products

Our Company’s main products are connectors and cable assemblies used in electronic peripheral parts, opto-electronic parts, wireless communications parts, energy products, automotive industry and medical electronic parts. Listed or OTC companies that have a business portfolio similar to our Company include Foxlink, JPC, and BizLink. Our competitors' product portfolios are listed below:

Company
Name
Main Products
Foxlink (2392) Manufacture, sale and support of connectors, cables,
batteries and power supply products for the
information, communication, automation equipment,
precision
machinery
and
consumer
electronic
industries.
JPC (6197) Manufacture, sale and support of connectors, cable
assemblies and antennae
BizLink (3665) The R&D, production and sale of parts, cable
assemblies,connectors,wiringand opto-electronic
  • 79 -

Company Main Products Name component products for the computer, automotive, medical health, communication and solar power equipment industries.

Source: Compiled by Fubon Securities.

5.1.3. Technology & R&D:

  • Our Company had already developed connectors for HDMI, DDR3, DDR4 and USB before 2014 and boosted our solar power-related development efforts. The Junction Box, PV Connector and Cable have now passed TUV and UL certification to international standards on solar power. Our Company’s investment subsidiary DigiO2 is also collaborating with the National Taiwan University Hospital Telecare Center on a telecare project. The latest portable nebulizer "Brezze® Nebulizer" has won an iF design award from Germany in 2013. In 2014, our Group allocated $351,754,000 to R&D, an increase of 1.55% on the previous year. R&D efforts are concentrated on electronic parts for IoT, warehouse automation equipment, robotics and smart family. During the 4th meeting of Board of Directors in 2014, approval was given to invest a further $150 million in DigiIO to give full support to the development of OEM and ODM products for telecare, portable electronic biomedical devices. The group expects to invest at least 300 Million NTD or at least 3% of revenues in R&D each year in the future.

5.1.4. Long and short-term business development plan:

  1. Short-term business development plan:

  2. (1) Short-term business direction:

    • A. R&D, integration and manufacture of various electronic parts: These include the manufacture of various cable assemblies, PCBA, LED backlight modules, wireless communication parts and integrated electronics parts. We have also successfully entered the automotive electronic parts, electronic medical device parts, green energy and industrial control instrumentation fields in recent years.

    • B. Distribution of electronic parts: These include distributing connectors from HRS of Japan, GPS modules, wireless antenna

  3. 80 -

modules, and driver IC as well as the distribution and trading of other strategic electronic parts.

  • C. Expand electronic parts business through strategic alliances and acquisitions: These include acquiring stakes in T-conn Precision and Comtek Electronics to become involved in the connector production and manufacture.

  • D. Our Company hopes to provide customers with a one-stop shop for total solutions. In addition to aggressive development of new products and providing total solutions, we are also consolidating the resources of the group's investments through organizational reform and IT system integration in order to maximum their returns.

  • (2) Important production and sales policies:

  • A. Strategic alliances, mergers and acquisitions: Use strategic alliances, mergers or acquisitions to adapt to a fast changing industry and achieve rapid expansion.

  • B. Continued performance improvements: Establish a functioning group performance evaluation department that will provide direct oversight over the operating performance of each business unit.

C. Development of niche products: Our Company’s production and sales have always attached high importance to the development of high-margin niche products. We have so far successfully developed electronic parts for automotive O2 sensors, aviation/maritime/automotive navigation systems, high-precision wireless communications U.FL wiring, electronic fetal movement counter, telecare platform, portable physiological signal device; high-end cable assemblies for X-ray machines, MRI machines, bone density testing machines, wind turbines, petrol pumps and CNC machines. We are also actively developing electronic parts for industrial control, industrial computers, electronic medical devices, solar power and wind power.

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    • D. Cultivation of iMAGIC industries: To keep up with industry trends, we are not only developing cabling and PCBA products for the Medical, Auto, Green, Industrial and Communication industries but also incorporating requirements from Internet-of-Things (IoT) to develop electronic parts for automated warehouse storage systems, robotics and smart grid systems. Our aim is to become a specialist supplier of electronic parts.
  • Long-term business development plan:

  • (1) Expand the strategic matrix (new customers for old products, new products for old customers, new products and new customers) to continue the pursuit of high growth.

  • (2) Establish Strategy & Marketing as a dedicated unit under the Group's general administration division that will actively track market developments and future trends in order to identify the company's next-generation product.

  • (3) Strategic alliance, mergers and acquisitions: Sinbond has been searching for strategic alliances or partners through various channels in recent years.

5.2. Market, Production and Sales:

5.2.1. Market analysis:

Unit: 1000 NTD

Unit: 1000 NTD Unit: 1000 NTD
Sales Region FY 2013 FY 2014
Amount % Amount %
Domestic Sales 507,950 4.81 711,689 6.11
Export
Sales
U.S. 959,021 9.08 1,216,713 10.45

Europe
423,051 4.01 530,825 4.56
China 6,940,726 65.76 7,152,919 61.44
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Other 1,724,513 16.34 2,030,573 17.44
Total 10,555,261 100.00 11,642,719 100.00

5.2.2. Key product applications and production process:

Key
Products
Key applications or functions Production
process
Electronic
peripheral
parts
Cables: PCMIA signal cable, computers & peripherals I/O
cable, USB link cable, flat cable, barcode scanner
I/O interface module, LCD flex board, LCD
ultra-thin co-axial signal cable.
Connectors: Various types of connectors used in network
communications,
computer
peripherals
and
consumer electronic products.
System products: Sweep receiver, USB pen drive, R&D and
manufacture of service and consumer electronic
products.







1. Cable
trimming and
stripping
2. Crimping
3. Assembly,
stamping
4. Inspection
5. Packaging

Energy
products
Manufacture and sale of power rectifier.
Wireless
communica
tions
Mobile phone link cable, mobile phone connector, wireless
antenna, RFID.
Fiber
communica
tionsparts
Fiber optic connectors, LED, LCM, and high-frequency
co-axial cable.
Other Parts of automotive, medical health and industrial products. 1. SMT
2. Assembly
3. Inspection
4. Packaging
  • 83 -

5.2.3. Supply of key raw materials:

Material Name Supplier SupplyStatus
Connector Hirose, NDK Good, stable
Cable Allwin, LTK, Amphenol Good, stable

5.2.4. Names of customers that accounted for over 10% of total purchases or sales in any year within the last two years, their proportion of purchases and sales, and explanation for any changes:

  1. Customers:

Unit: 1000 NTD

FY 2013 FY 2013 FY 2013 FY 2014 FY 2014 FY 2014 FY 2015 Q1 FY 2015 Q1 FY 2015 Q1
Item Name Amount Proportio
n of Net
Sales for
the Year
(%)
Relati
onshi
p to
Publis
her
Name Amount Proportio
n of Net
Sales for
the Year
(%)
Relati
onshi
p to
Publis
her
Name Amount Proportion
of Net Sales
as of
Preceding
Quarter this
Year

Relati
onshi
p to
Publis
her
1 Symbol 408,118 3.87 None Symbol 467,900 4.02 None Beijing Etechwin
Electric
147,632 4.91 None
2 Wistron
Infocomm
(Kunshan)
275,627 2.61 None HONDA
TSUSHIN
KOGYO
461,457 3.96 None Symbol 127,102 4.23 Non
e
3 Other 9,871,516 93.52 - Other 10,713,362 92.02 - Other 2,731,599 90.86 -
Net Sales 10,555,261 100.00 - Net Sales 11,642,719 100.00 - Net Sales 3,006,333 100.00 -

Reason for Change: Increase in HONDA TSUSHIN KOGYO sales was due to increase in customer demand.

  • 84 -

2. Suppliers:

Unit: 1000 NTD

FY 2013 FY 2013 FY 2014 FY 2014 FY 2015 Q1 FY 2015 Q1
Item Name Amount Proportio
n of Net
Purchases
for the
Year (%)
Relatio
nship to
Publish
er

Name
Amount Proportio
n of Net
Purchases
for the
Year (%)

Relatio
nship to
Publish
er

Name
Amount Proportion of
Net Purchases
as of Preceding
Quarter this
Year
Relation
ship to
Publish
er
1 Hirose
(Taiwan)
833,202 11.63 None Hirose
(Taiwan)
1,195,296 15.62 None Hirose
(Taiwan)
248,444 12.69 None
2 Hirose
Electric
(Shanghai
)
799,136 11.15 None Hirose
Electric
(Shanghai
)
768,891 10.04 None Hirose
Electric
(Shanghai
)
202,040 10.32 None
3 Other 5,534,111 77.22 - Other 5,689,526 74.34 - Other 1,507,058 76.99 -
Net
Purchases
7,166,449 100.00 - Net
Purchases
7,653,713 100.00 - Net
Purchases
1,957,542 100.00 -

Reason for Change: Amount of purchases increased in 2014 due to increase in sales.

5.2.5. Production output and value in the last two years:

Unit: 1000 pcs, 1000 NTD

Unit: 1000pcs,1000 NTD Unit: 1000pcs,1000 NTD Unit: 1000pcs,1000 NTD
Year
By major
product (or by
department)
Production
Quality
2013 2014
Productio
n
Capacity
Productio
n Output
Production
Value
Productio
n
Capacity
Productio
n Output
Production
Value
Cable
Assembly
- 96,910 3,157,058 - 221,349 6,860,589
Connector - 123,539 3,483,785 - 81,184 526,277
Other - 4,794 32,693 - 7,344 525,145

Note 1: Production capacity refers to the quantity that can be produced using existing production operation under normal conditions after factoring in essential stoppages and days off.

  • 85 -

Note 2: If production lines for different products are inter-changeable then production capacity can be consolidated and noted accordingly.

Note 3: Our Company is a distributor for connector products and they are manufactured in-house.

5.2.6. Production and sales in the last two years:

Unit: 1000 pcs, 1000 units; 1000 NTD

Unit: 1000pcs,1000 units;1000 NTD Unit: 1000pcs,1000 units;1000 NTD Unit: 1000pcs,1000 units;1000 NTD Unit: 1000pcs,1000 units;1000 NTD
Year
By major
product (or by
department)
Production
Quality
FY 2013 FY 2014
Domestic Sales Export Sales Domestic Sales Export Sales
Quantity V a l u e Quantity V a l u e Quantity V a l u e Quantity V a l u e
Cable 26,173 271,400 517,705 5,368,323 29,393 378,405 451,673 5,811,567
Connector 20,929 217,028 413,989 4,292,843 23,413 301,400 359,786 4,629,291
Other 1,883 19,522 37,239 386,145 2,479 31,884 38,094 490,172
Total 48,985 507,950 968,933 10,047,311 55,285 711,689 849,553 10,931,030

5.3. The number of employees as well as their average seniority, average age and

education distribution in the past two years and as of the date of publication:

March 31, 2015

March 31,2015
Year 2013 2014 As of
March 31,2015
No. of
Employees
Direct employee 1,800 2,711 2,721
Indirect employee 1,709 1,664 1,651
Total 3,509 4,375 4,372
Average Age 26.3 27.7 28.5
Average Seniority 2.5 2.7 2.8
Distribution of Academic
Background
Post-Graduate 0.03% 0.0% 0.0%
Graduate 1.85% 1.2% 1.2%
College/University 24.96% 22.7% 22.7%
High School 39.13% 38.6% 32.7%
Below High School 34.03% 37.5% 43.4%
Total 100.00% 100.00% 100.00%

5.4. Environmental expenditure:

  • 86 -

(1) Total amount of losses or punitive damages due to environmental pollution in the most recent year and as of this annual report’s date of publication: None.

(2) Future response strategies and potential costs:

  1. Our Company does not produce wastewater or air pollution during production.

  2. The cooling water used in chillers used by the factory during production are recycled. The cooling water is channeled to dedicated water towers and cooled before being recycled again.

  3. Waste generated by our Company includes waste paper or stationery products from office workers as well as small amounts of wire ends from trimming processes on the production line. Our Company enforces waste recycling and sorting. General trash is disposed of by the Miaoli City Government while industrial waste is disposed by licensed contractors in accordance with the law.

  4. Most raw materials are pre-processed by contractors before being shipped to our Company for assembly into the final product. The amount of industrial waste produced is therefore extremely limited and does not cause environmental pollution.

5.5. Labor relations:

  • (1) The benefits, in-service education, training and retirement scheme for our employees as well as their actual implementation:

  • All employees are enrolled in Labor Insurance and National Health Insurance:

All employees are enrolled by the company in Labor Insurance and National Health Insurance by the company from the day they start to protect their rights.

  1. Group insurance:

Employees are enrolled in group insurance in accordance with our Company's insurance regulations. This encompasses life insurance, accident insurance, hospital cover and cancer insurance. The amount of insurance coverage varies according to position and nature of work. The insurance costs are fully funded by the company and employees incur no costs.

  1. Employee housing:

  2. 87 -

For the convenience of employees who live in other regions and to avoid the hassles of commuting, our Company has dormitories available for employees who need them.

  1. Regular employee health exams:

Employees are important assets to the company and their health has a direct impact on productivity and family life. All personnel above the grade of manager at our Company can therefore undergo one health exam each year. For other employees, health exams are organized in accordance with the labor safety and health regulations.

  1. Employee training:

To meet the Group targets for strategic development and equip employees with the skills they need for work, our Company offers a variety of learning methods and channels including: in-house training, domestic/foreign training, overseas study and book clubs.

  1. Employee dividends:

Employees share in the profits from company growth to cultivate a high level of employee rapport and team spirit.

  1. Employee Welfare Committee:

  2. (1) Cash gifts and subsidies for weddings, funerals and celebrations.

  3. (2) Regular employee holidays.

  4. (3) Organization of various club activities to promote labor

communications and harmony.

  • (4) Gifts of cash or goods for holidays, celebrations and birthdays.

(5) Discount programs with many merchants to provide employees with discounts and promotions.

  • (6) Hospitalization, treatment and disaster assistance.

  • (7) Employee in-service education scholarships.

  • (8) Hosting of professional workshops at different times.

  • Employee retirement scheme:

Retirement regulations have been defined in accordance with government regulations to take care of employees after their retirement. The company contributes a set proportion of their salary each month to their retirement fund.

  1. Free parking:

Parking is difficult for the Taipei office. The company has paid for the rental of parking spaces for the free use of designated employees.

  • 88 -

  • Employee maternity/paternity leave regulations that exceed the Labor Standards Act:

The company offers 61 days off for maternity leave where the legal requirement is 56 days. "Caregiver leave for seriously ill/injured parents or spouse" added that is superior to the Labor Standards. This leave is not required by law but to take care of employees, our Company allows employees to take up to 10 days off in both the first and second half of the year in the first year for "Caregiver leaver for seriously ill/injured parents or spouse". This gives them the time they need to make arrangements or look after their parents or their spouse in the event of a serious illness or injury.

(2) Losses due to labor disputes in the past year and as of the date of this annual report’s publication: None.

5.6. Important contracts:

Type of
Contract
Party Starting Date Summary Restrictions
Commitment
to Honest
Trading
A 2014.1.29~
Contract end
date
We and Company
A have committed
ourselves to make
honesty the basis
of all mutual
transactions. All
forms of illegal
behavior are
banned including
business bribery.

None
Supplier
Contract
H 2014.8.14~
Contract end
date
We are a part of
the supply chain
for Company H, a
leadingconsumer
None
  • 89 -
electronics
product supplier.
Supplier
guidelines were
also signed with
CompanyH.
Confidentiality
Agreement
P 2014.1.1~
Contract end
date
Our Company is
an OEM
contractor for
Company P, a
large foreign
medical company.
A confidentiality
agreement was
signed to protect
Company P's R&D
info and our
production
know-how.
None
Commission
Agreement
N 2013.10.8~
2014.10.7
Distributor N
mainly distributes
industrial control
BUproducts
None
  • 90 -

6. Financial Status

6.1. Condensed Balance Sheet, Integrated Income Statement, CPA Name and Comments:

6.1.1. IFRS Condensed Balance Sheet and Statement of Comprehensive Income:

Condensed Balance Sheet (IFRS and Consolidated)
Unit:NTD in thousand

Year
Item

Year
Item
Five-Year Financial Summary Five-Year Financial Summary Five-Year Financial Summary Five-Year Financial Summary Five-Year Financial Summary Five-Year Financial Summary Five-Year Financial Summary Financial data of
ending date in
current year on
Mar. 31, 2015
(Reviewed Only)
2010 2011 2012
(Audited)
2013
(Audited)
2014
(Audited)
C u r r e n t a s s e t s 6,295,025 6,768,638 7,949,062 8,034,324
F i x e d a s s e t s 1,598,775 1,554,838 1,539,336 1,314,103
Intangible assets 47,505 4,784 9,150 8,193
O t h e r a s s e t s 167,916 145,237 158,299 229,243
T o t a l a s s e t s 8,879,288 9,385,164 10,486,831 10,426,161
C u r r e n t
liabilities

B e f o r e
distribution
4,063,787 4,126,418 4,795,863 4,541,325
A f t e r
distribution
IF~~R~~ 4,416,828 4,583,294 Not yet Not yet
N o n C u r r e n t
l i a b i l i t i e s
S n 704,670 605,493 606,852 611,008
T o t a l
liabilities

B e f o r e
distribution
y t e 4,768,457 4,731,911 5,402,715 5,152,333
A f t e r
distribution
~~t~~a~~d~~ 5,121,498 5,188,787 Not yet Not yet
Equity Attributable
t o t h e p a r e n t
c o m p a n y
p ote 3,972,644 4,572,456 5,019,057 5,210,995
C ap i t a l s t o c k 2,065,638 2,076,709 2,076,709 2,079,563
C ap i t a l s u rp l u s 848,735 797,621 746,795 756,229
Retained
e a r n i n g s

B e f o r e
distribution
1,308,193 1,601,051 1,936,291 2,174,952
A f t e r
distribution
955,152 1,144,175 Not yet Not yet
O t h e r Eq u i t i e s (249,922) 97,075 259,262 200,251
Treasury Stocks - - - -
N on- cont ro ll in g
i n t e r e s t s
138,187 80,797 65,059 62,833
T o t a l
e q u i t y

B e f o r e
distribution
4,110,831 4,653,253 5,084,116 5,273,828
A f t e r
distribution
3,757,790 4,196,377 Not yet Not yet
  • 91 -

Condensed Balance Sheet (IFRS and Parent)

Unit:NTD in thousand Unit:NTD in thousand Unit:NTD in thousand Unit:NTD in thousand Unit:NTD in thousand Unit:NTD in thousand Unit:NTD in thousand Unit:NTD in thousand

Year
Item
Five-Year Financial Summary Financial data of
ending date in
current year on
Mar. 31, 2015
(N o P a r e n t
Company’s Reports)
2010 2011 2012
(Audited)
2013
(Audited)
2014
(Audited)
C u r r e n t a s s e t s 1,436,435 1,687,250 2,157,908 N.A.
F i x e d a s s e t s 280,904 266,597 283,533 N.A.
Intangible assets - - - N.A.
O t h e r a s s e t s 23,877 20,627 22,754 N.A.
T o t a l a s s e t s 6,056,686 7,041,112 7,963,782 N.A.
C u r r e n t
liabilities

B e f o r e
distribution
IF 1,402,245 1,892,807 2,369,698 N.A.
After
distribution
~~R~~S 1,755,286 2,349,683 Not yet N.A.
N o n C u r r e n t
l i a b i l i t i e s
ot 681,797 575,849 575,027 N.A.
T o t a l
liabilities

B e f o r e
distribution
et a 2,084,042 2,468,656 2,944,725 N.A.
After
distribution
o 2,437,083 2,925,532 Not yet N.A.
Equity Attributable
t o t h e p a r e n t
c o m p a n y
ted 3,972,644 4,572,456 5,019,057 N.A.
C a p i t a l s t o c k 2,065,638 2,076,709 2,076,709 N.A.
C ap i t a l s u r p l u s 848,735 797,621 746,795 N.A.
Retained
e a r n i n g s

B e f o r e
distribution
1,308,193 1,601,051 1,936,291 N.A.
After
distribution
955,152 1,144,175 Not yet N.A.
O t h e r E q u i t i e s (249,922) 97,075 259,262 N.A.
Treasury Stocks - - - N.A.
N on- cont ro ll in g
i n t e r e s t s
- - - N.A.
T o t a l
e q u i t y

B e f o r e
distribution
3,972,644 4,572,456 5,019,057 N.A.
After
distribution
3,619,603 4,115,580 Not yet N.A.
  • 92 -
Condensed Statement of Comprehensive Income (IFRS and Consolidated)
Unit:NTD in thousand

Year
Item
Five-Year Financial Summary Five-Year Financial Summary Five-Year Financial Summary Five-Year Financial Summary Five-Year Financial Summary Five-Year Financial Summary Five-Year Financial Summary Financial data of
ending date in
current year on
Mar. 31, 2015
(Reviewed Only)
2010 2011 2012
(Audited)
2013
(Audited)
2014
(Audited)
Operating revenue 10,011,618 10,555,261 11,642,719 3,006,333
G r o s s p r o f i t 2,152,815 2,268,093 2,530,400 675,009
I n c o m e f r o m
o p e r a t i o n s
689,402 732,998 950,590 265,218
Non-operating income
a n d e x p e n s e s
35,619 134,046 92,932 54,557
N e t i n c o m e
b e f o r e t a x
725,021 867,044 1,043,522 319,775
I n c o m e f r o m
o p e r a t i o n s o f
c o n t i n u e d
segments - after tax
IFRS~~n~~ 479,051 608,426 774,947 236,981
Income or Loss from
d i s c o n t i n u e d
d e p a r t m e n t s
ot ye - - - -
Net income(loss) ~~a~~ 479,051 608,426 774,947 236,981
O
t
h
e
r
c o m p r e h e n s i v e
income/loss (Net of
t
a
x
)
dopted (101,421) 319,823 163,618 (59,557)
T o t a l o t h e r
c o m p r e h e n s i v e
income (loss), net of
t
a
x
377,630 928,249 938,565 177,424
N e t i n c o m e
a t t r i b u t a b l e t o
stockholders of the
p
a
r
e
n
t
548,495 663,263 793,752 238,661
N e t i n c o m e
a t t r i b u t a b l e t o
n o n - c o n t ro l l i n g
i n t e r e s t s
(69,444) (54,837) (18,805) (1,680)
C o m p r e h e n s i v e
i n c o m e ( l o s s )
a t t r i b u t a b l e t o
stockholders of the
p
a
r
e
n
t
468,382 992,896 954,303 179,650
  • 93 -

Year
Item
Five-Year Financial Summary Five-Year Financial Summary Five-Year Financial Summary Five-Year Financial Summary Five-Year Financial Summary Financial data of
ending date in
current year on
Mar. 31, 2015
(Reviewed Only)
2010 2011 2012
(Audited)
2013
(Audited)
2014
(Audited)
C o m p r e h e n s i v e
i n c o m e ( l o s s )
a t t r i b u t a b l e t o
n o n - c o n t ro l l i n g
i n t e r e s t s
(90,752) (64,647) (15,738) (2,226)
Earnings per share 2.93 3.20 3.82 1.15
Condensed Statement of Comprehensive Income (IFRS and Parent)
Unit:NTD in thousand
Year
Item
Five-Year Financial Summary Five-Year Financial Summary Five-Year Financial Summary Five-Year Financial Summary Five-Year Financial Summary Five-Year Financial Summary Five-Year Financial Summary Financial data of
ending date in
current year on
Mar. 31, 2015
(N o P a r e n t
Company’s Reports)
2010 2011 2012
(Audited)
2013
(Audited)
2014
(Audited)
Operating revenue 2,405,583 3,041,504 3,946,131 N.A.
G r o s s p r o f i t 536,678 687,572 814,569 N.A.
I n c o m e f r o m
o p e r a t i o n s
81,724 168,101 272,749 N.A.
Non-operating income
a n d e x p e n s e s
553,209 625,448 667,406 N.A.
N e t i n c o m e
b e f o r e t a x
IFR 634,933 793,549 940,155 N.A.
I n c o m e f r o m
o p e r a t i o n s o f
c o n t i n u e d
segments - after tax
not ye 548,495 663,263 793,752 N.A.
Income or Loss from
d i s c o n t i n u e d
d e p a r t m e n t s
~~t~~ado~~p~~ - - - N.A.
Net income(loss) t~~e~~ 548,495 663,263 793,752 N.A.
O
t
h
e
r
c o m p r e h e n s i v e
income/loss (Net of
t
a
x
)
d d (80,113) 329,633 160,551 N.A.
  • 94 -
Year
Item
Five-Year Financial Summary Five-Year Financial Summary Five-Year Financial Summary Five-Year Financial Summary Five-Year Financial Summary Five-Year Financial Summary Five-Year Financial Summary Financial data of
ending date in
current year on
Mar. 31, 2015
(N o P a r e n t
Company’s Reports)
2010 2011 2012
(Audited)
2013
(Audited)
2014
(Audited)
T o t a l o t h e r
c o m p r e h e n s i v e
income (loss), net of
t
a
x
468,382 992,896 954,303 N.A.
N e t i n c o m e
a t t r i b u t a b l e t o
stockholders of the
p
a
r
e
n
t
IFRS no - - - N.A.
N e t i n c o m e
a t t r i b u t a b l e t o
n o n - c o n t ro l l i n g
i n t e r e s t s
y ~~t~~et ad - - - N.A.
C o m p r e h e n s i v e
i n c o m e ( l o s s )
a t t r i b u t a b l e t o
stockholders of the
p
a
r
e
n
t
p p ted - - - N.A.
C o m p r e h e n s i v e
i n c o m e ( l o s s )
a t t r i b u t a b l e t o
n o n - c o n t ro l l i n g
i n t e r e s t s
- - - N.A.
Earnings per share 2.93 3.20 3.82 N.A.

6.1.2. Auditors’ Opinions from 2010 to 2014:

Year CPA Firm CPA's Name Auditing Opinion
2010 Ernst & Young Lin, Hong-Kuang
Tu, Ching-Yuan
Modified Unqualified
2011 Ernst & Young Yan, Wen-Pi
Tu, Ching-Yuan
Modified Unqualified
2012 Ernst & Young Yan, Wen-Pi
Tu, Ching-Yuan
Modified Unqualified
2013 Ernst & Young Yan, Wen-Pi
Tu, Ching-Yuan
Modified Unqualified
2014 Ernst & Young Yan, Wen-Pi
Lin, Hong-Kuang
Modified Unqualified
  • 95 -

6.2. Financial Analysis of the Last Five Years:

6.2.1. Financial Analysis:

Year
Item
Financial analysis in the past five years
(IFRS and Consolidated)
Financial analysis in the past five years
(IFRS and Consolidated)
Financial analysis in the past five years
(IFRS and Consolidated)
Financial analysis in the past five years
(IFRS and Consolidated)
Financial analysis in the past five years
(IFRS and Consolidated)
Financial analysis in the past five years
(IFRS and Consolidated)
Financial analysis in the past five years
(IFRS and Consolidated)
Financial data
of ending date
in current year
on Mar. 31,
2015
(Reviewed Only)
2010 2011 2012
(Audited)
2013
(Audited)
2014
(Audited)
Financial
structure
(%)
Ratio of liabilities to
assets
53.70 50.42 51.52 49.42
Ratio of long-term
capital to fixed assets
290.99 321.56 349.93 423..32
Solvency
(%)
Current ratio 154.91 164.03 165.75 176.92
Quick ratio 115.25 123.72 121.24 131.80
Times interest earned
ratio
12.90 24.39 26.71 34.76
Operating
ability
Accounts receivable
turnover(turns)
3.71 3.59 3.76 3.75
Average collection
period
98 102 97 97
Inventory turnover
(turns)
IF 4.66 4.96 4.93 4.74

Accounts payable
turnover(turns)
~~n~~ S 5.03 4.77 4.78 4.92
Average days in sales o t 78 74 74 77
Fixed assets turnover
(turns)
~~y~~e t 5.95 6.69 7.53 8.43
Total assets turnover
(turns)
o d 1.13 1.12 1.17 1.15
Profitabili-
ty
Return on total assets
(%)
e t 6.08 7.00 8.14 2.34
Return on stockholders'
equity (%)
12.58 13.88 15.92 4.58
Pre-tax income to issued
capital(%)
36.25 41.75 50.25 15.40
Profit ratio (%) 4.78 5.76 6.66 7.88
Earnings per share ($) 2.93 3.20 3.82 1.15
Cash flow Cash flow ratio (%) 14.52 21.31 12.84 5.53
Cash flow adequacy ratio
(%)
64.73 68.03 95.85 120.13
Cash reinvestment ratio
(%)
5.06 7.36 1.40 4.27
Leverage Operating leverage 3.17 3.13 2.69 2.46
  • 96 -
Year
Item
Financial analysis in the past five years
(IFRS and Consolidated)
Financial analysis in the past five years
(IFRS and Consolidated)
Financial analysis in the past five years
(IFRS and Consolidated)
Financial analysis in the past five years
(IFRS and Consolidated)
Financial analysis in the past five years
(IFRS and Consolidated)
Financial data
of ending date
in current year
on Mar. 31,
2015
(Reviewed Only)
2010 2011 2012
(Audited)
2013
(Audited)
2014
(Audited)
Financial leverage 1.10 1.05 1.04 1.04
Year
Item
Financial analysis in the past five years
(IFRS and Parent)
Financial analysis in the past five years
(IFRS and Parent)
Financial analysis in the past five years
(IFRS and Parent)
Financial analysis in the past five years
(IFRS and Parent)
Financial analysis in the past five years
(IFRS and Parent)
Financial analysis in the past five years
(IFRS and Parent)
Financial analysis in the past five years
(IFRS and Parent)
Financial data
of ending date
in current year
on Mar. 31,
2015
No Parent
Companys
Reports
2010 2011 2012
(Audited)
2013
(Audited)
2014
(Audited)
Financial
structure
(%)
Ratio of liabilities to
assets
34.41 35.06 36.98 N.A.
Ratio of long-term
capital to fixed assets
1,605.44 1,841.15 1,770.18 N.A.
Solvency
(%)
Current ratio 102.44 89.14 91.06 N.A.
Quick ratio 81.39 73.41 75.60 N.A.
Times interest earned
ratio
I~~F~~ 25.88 49.97 45.73 N.A.
Operating
ability
Accounts receivable
turnover(turns)
RS 3.68 3.44 3.72 N.A.
Average collection
period
ot 99 106 98 N.A.

Inventory turnover
(turns)
et 7.15 8.03 9.48 N.A.

Accounts payable
turnover(turns)
do 4.62 3.95 3.82 N.A.
Average days in sales te 51 45 39 N.A.
Fixed assets turnover
(turns)
~~d~~ 8.69 11.11 14.35 N.A.
Total assets turnover
(turns)
0.42 0.46 0.53 N.A.
Profitabili-
ty
Return on total assets
(%)
11.38 12.36 10.81 N.A.
Return on stockholders'
equity (%)
15.18 15.52 16.55 N.A.
Pre-tax income to issued
capital (%)
30.74 38.21 45.27 N.A.
Profit ratio (%) 22.80 21.81 20.11 N.A.
Earnings per share ($) 2.93 3.20 3.82 N.A.
  • 97 -
Year
Item
Financial analysis in the past five years
(IFRS and Parent)
Financial analysis in the past five years
(IFRS and Parent)
Financial analysis in the past five years
(IFRS and Parent)
Financial analysis in the past five years
(IFRS and Parent)
Financial analysis in the past five years
(IFRS and Parent)
Financial data
of ending date
in current year
on Mar. 31,
2015
No Parent
Companys
Reports
2010 2011 2012
(Audited)
2013
(Audited)
2014
(Audited)
Cash flow Cash flow ratio (%) (8.93) 18.50 6.90 N.A.
Cash flow adequacy ratio
(%)
66.06 48.55 35.17 N.A.
Cash reinvestment ratio
(%)
(9.01) (1.23) (6.17) N.A.
Operating leverage 5.59 3.65 2.85 N.A.
Leverage Financial leverage 1.55 1.13 1.08 N.A.

6.3. Supervisor or Auditor Audit Report of Financial Statements in the Last Year:

SUPERVISOR’S REVIEW REPORT

The Board of Directors has prepared the Company’s 2014 Financial
Statements. The CPA firm of Ernst & Young, by CPA Yan, Wen-Pi and Lin,
Hong-Kuang, was retained to audit the Company’s Financial Statements
and has issued an audited report relating to the Financial Statements.
The Financial Statements, Business Report, and the Proposal for
Distribution of 2014 Profits have been reviewed and determined to be
correct and accurate by Supervisor. According to Article 219 of the
Company Law, we hereby submit this report.
Supervisor: Lin, Min-Cheng
          Chiu, Te-Chen
          Liang, Jun-Xing
March 31, 2015
  • 98 -

6.4. Financial Statements in the Last Year (including CPA audit reports, cross-reference of balance sheets of two years, integrated income statements, equipment change list, case flows list, and remarks or tables):

AUDIT REPORT OF INDEPENDENT ACCOUNTANTS

English Translation of a Report Originally Issued in Chinese

To SINBON Electronics Co., Ltd.

We have audited the accompanying consolidated balance sheets of SINBON Electronics Co., Ltd. and subsidiaries (collectively, the “Company”) as of December 31, 2014, and December 31, 2013, and the related consolidated statements of comprehensive income, consolidated statements of changes in equity, and cash flows for the years ended December 31, 2014 and 2013. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. Certain subsidiaries, which were accounted for under the consolidated statements based on the financial statements of the subsidiaries, were audited by other independent accountants. The relevant assets of these consolidated subsidiaries audited by other accountants amounted to NT$1,599,071 thousand, and NT$1,768,912 thousand, which represented 15.25%, and 18.85% of the total consolidated assets of the Company as of December 31, 2014 and 2013, respectively; total revenues amounted to NT$2,726,302 thousand and NT$2,918,197 thousand, which represented 23.42% and 27.65% of the consolidated revenues of the Company for the years ended December 31, 2014 and 2013, respectively. Certain investments, which were accounted for under the equity method based on the financial statements of the investees, were audited by other independent accountants. Our audit, insofar as it related to the investments accounted for under the equity method amounting to NT$401,167 thousand and NT$399,066 thousand, which represented 3.83% and 4.25% of the total consolidated assets as of December 31, 2014 and 2013, respectively; the related shares of investment income from the associates and joint ventures amounted to NT$31,660 thousand and NT$21,437 thousand, which represented 3.03% and 2.47% of the consolidated income from continuing operations before income tax for the years ended December 31, 2014 and 2013, respectively; and the related shares of other comprehensive income from the associates and joint ventures amounted to NT$8,412 thousand and NT$22,183 thousand, which represented 5.14% and 6.94% of the consolidated total comprehensive income (loss) for the years ended December 31, 2014 and 2013, respectively; are based solely on the reports of other independent accountants.

We conducted our audits in accordance with the auditing standards generally accepted in the Republic of China and “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” which require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall consolidated financial statements presentation. We believe that our audits and the reports of other auditors provide a reasonable basis for our opinion.

  • 99 -

In our opinion, based on our audits and the reports of other independent accountants, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2014 and 2013, and the consolidated results of their operations and their cash flows for the years ended December 31, 2014 and 2013, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards, interpretations developed by the International Financial Reporting Interpretations Committee which are endorsed by Financial Supervisory Commission of the Republic of China.

We have audited and expressed a modified unqualified opinion on the parent company only financial statements of SINBON Electronics Co., Ltd. for the years ended December 31, 2014 and 2013.

Ernst & Young

Taiwan Republic of China

March 13, 2015

Notice to Readers

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

  • 100 -

English Translation of Consolidated Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2014 and 2013

(Expressed in Thousand New Taiwan Dollars)

Assets Notes As of December 31, As of December 31,
Amount
$2,412,474
45,349
399,250
2,820,962
120,518
1,936,312
198,331
15,866
7,949,062
175,446
205,275
419,921
1,539,336
9,150
30,342
158,299
2,537,769
2014
Amount
$1,879,453
4,000
331,897
2,675,008
124,412
1,629,228
104,406
20,234
6,768,638
254,001
211,454
418,037
1,554,838
4,784
28,175
145,237
2,616,526
2013
Current assets
Cash and cash equivalents
Financial assets at fair value through profit or loss, current
Notes receivable, net
Accounts receivable, net
Other receivables
Inventories
Prepayments
Other current assets
Total current assets
Non-current assets
Available-for-sale financial assets, noncurrent
Financial assets measured at cost, noncurrent
Investments accounted for under the equity method
Property, plant and equipment
Other intangible assets
Deferred tax assets
Other assets
Total non-current assets
4,6(1)
4,6(2)
4,6(3)
4,6(4)
4,6(5)
4,6(6)
4,6(7)
4,6(8)
4,6(9)
4,6(22)
4,6(10)

(Continued)

$10,486,831

$9,385,164

Total assets

  • 101 -

English Translation of Consolidated Financial Statements Originally Issued in Chinese

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS(Continued) December 31, 2014 and 2013

(Expressed in Thousand New Taiwan Dollars)

Liabilities and Equity
Current liabilities
Short-term loans
Financial liabilities at fair value through profit or loss, current
Notes payable
Accounts payable
Other payables
Current tax liabilities
Current portion of long-term bank loans
Other current liabilities
Total current liabilities
Non-current liabilities
Financial liabilities at fair value through profit or loss, noncurrent
Bonds payable
Long-term loans
Deferred tax liabilities
Long-term deferred revenue
Accrued pension liabilities
Other liabilities-others
Total non-current liabilities
Total liabilities
Equity attributable to the parent company
Common stock
Additional Paid-in Capital
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Subtotal
Other components of equity
Exchange differences on translation of foreign operations
Unrealized gains or losses on available-for-sale financial assets
Subtotal
Non-controlling interests
Total equity
Total liabilities and equity
Notes As of December 31, As of December 31,
Amount
$1,842,548
27,802
24,672
2,090,145
659,623
108,533
-
42,540
4,795,863
1,950
288,440
12,166
208,535
19,402
76,357
2
606,852
5,402,715
2,076,709
746,795
552,022
134,446
1,249,823
1,936,291
203,424
55,838
259,262
65,059
5,084,116
$10,486,831
2014
Amount
$1,330,911
13,449
1,155
1,915,835
580,501
68,860
182,000
33,707
4,126,418
-
-
346,460
165,479
19,184
74,368
2
605,493
4,731,911
2,076,709
797,621
485,695
249,922
865,434
1,601,051
64,705
32,370
97,075
80,797
4,653,253
$9,385,164
2013
4,6(11)
4,6(12)
7
4,6(14)
6(12)
4,6(13)
4,6(14)
4,6(22)
4,6(15)
4,6(16)
6(17)
6(17)
6(22)
4
4,6(17)

(The accompanying notes form an integral part of the consolidated financial statements)

  • 102 -

English Translation of Consolidated Financial Statements Originally Issued in Chinese

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the years ended December 31, 2014 and 2013

(Expressed in Thousand New Taiwan Dollars, Except Earnings Per Share)

Notes
Operating revenues
4,6(18)
Operating costs
6(19),7
Gross profit-net
Operating expenses
6(19),7
Sales and marketing expenses
General and administrative expenses
Research and development expenses
Subtotal
Operating income
Non-operating income and expenses
6(20)
Other income
Other gains and losses
Finance costs
Share of profit or loss of associates and joint ventures
4,6(8)
Subtotal
Income from continuing operations before income tax
Income tax expense
4,6(22)
Net income
Other comprehensive income (loss)
6(21)
Exchange differences on translation of foreign operations
Unrealized loss on available-for-sale financial assets
Actuarial loss on defined benefit plans
Share of other comprehensive income of associates and joint ventures
Income tax related to components of other comprehensive income
Total other comprehensive income (loss), net of tax
Total comprehensive income
Net income attributable to:
4,6(23)
Stockholders of the parent
Non-controlling interests
Comprehensive income (loss) attributable to:
Stockholders of the parent
Non-controlling interests
Earnings per share (NTD)
Earnings per share-basic
4,6(23)
Earnings per share-diluted
Notes For theyears ended December 31, For theyears ended December 31,
$11,642,719
(9,112,319)
2,530,400
(615,205)
(612,851)
(351,754)
(1,579,810)
950,590
111,765
(9,244)
(40,581)
30,992
92,932
1,043,522
(268,575)
774,947
169,561
15,056
(1,971)
8,412
(27,440)
163,618
$938,565
$793,752
(18,805)
$774,947
$954,303
(15,738)
$938,565
$3.82
$3.79
2014
2013
$10,555,261
(8,287,168)
2,268,093
(605,388)
(583,321)
(346,386)
(1,535,095)
732,998
154,837
(6,441)
(37,075)
22,725
134,046
867,044
(258,618)
608,426
170,153
178,192
(20,921)
22,183
(29,784)
319,823
$928,249
$663,263
(54,837)
$608,426
$992,896
(64,647)
$928,249
$3.20
$3.19

(The accompanying notes form an integral part of the consolidated financial statements)

  • 103 -

English Translation of Consolidated Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the years ended December 31, 2014 and 2013

(Expressed in Thousands of New Taiwan Dollars)

Appropriation and distribution of 2012 retained earnings
Legal reserve
Special reserve
Cash dividends
Payable Bonds with attached warrents
Share of changes in net assets of associates and joint
ventures accounted for using equity method
Capital surplus- Cash dividends
Net income in 2013
Other comprehensive income (loss), net of tax in 2013
Total comprehensive income (loss)
Bonds convert to stock
Increase in non-controlling interests
Appropriation and distribution of 2013 retained earnings
Legal reserve
Special reserve
Cash dividends
Share of changes in net assets of associates and joint
ventures accounted for using equity method
Capital surplus- Cash dividends
Net income in 2014
Other comprehensive income (loss), net of tax in 2014
Total comprehensive income (loss)
Balance as of January 1, 2013
Balance as of December 31, 2013
Balance as of January 1, 2014
Balance as of December 31, 2014
EquityAttributable to theparent company EquityAttributable to theparent company Total
$3,972,644
-
-
(353,041)
11,240
(53)
(62,301)
663,263
329,633
992,896
11,071
-
$4,572,456
$4,572,456
-
-
(456,876)
11,475
(62,301)
793,752
160,551
954,303
$5,019,057
Non-
Controlling
Interests
$138,187
(54,837)
(9,810)
(64,647)
7,257
$80,797
$80,797
(18,805)
3,067
(15,738)
$65,059
Total Equity
Common
stock
$2,000,155
-
76,554
-
$2,076,709
$2,076,709
-
$2,076,709
Certificates of
Bond-to-Stock
Conversion
$65,483
-
(65,483)
-
$-
$-
-
$-
Additional
Paid-in
Capital
$848,735
11,240
(53)
(62,301)
-
$797,621
$797,621
11,475
(62,301)
-
$746,795
Special
Reserve
Unappropriated
Earnings
$178,457
$698,790
(54,749)
71,465
(71,465)
(353,041)
663,263
(17,364)
-
645,899
$249,922
$865,434
$249,922
$865,434
(66,327)
(115,476)
115,476
(456,876)
793,752
(1,636)
-
792,116
$134,446
$1,249,823
Retained earnings
Exchange
Differences on
Translation of
Foreign Operations
Unrealized Gains or
Losses on Available-
For-Sale Financial
Assets
$(83,476)
$(166,446)
148,181
198,816
148,181
198,816
$64,705
$32,370
$64,705
$32,370
138,719
23,468
138,719
23,468
$203,424
$55,838
Other components of equity
Legal Reserve
$430,946
54,749
-
$485,695
$485,695
66,327
-
$552,022
Special
Reserve
$178,457
71,465
-
$249,922
$249,922
(115,476)
-
$134,446
Exchange
Differences on
Translation of
Foreign Operations
$(83,476)
148,181
148,181
$64,705
$64,705
138,719
138,719
$203,424
$4,110,831
-
-
(353,041)
11,240
(53)
(62,301)
608,426
319,823
928,249
11,071
7,257
$4,653,253
$4,653,253
-
-
(456,876)
11,475
(62,301)
774,947
163,618
938,565
$5,084,116

(The accompanying notes form an integral part of the consolidated financial statements)

  • 104 -

English Translation of Consolidated Financial Statements Originally Issued in Chinese

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31, 2014 and 2013

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities:
Net income before tax
Adjustments to reconcile net income before tax to
net cash provided by operating activities:
Income and expense adjustments:
Depreciation
Amortization
Interest expense
Bad debt reversal
Interest revenue
Share of profit of associates and joint ventures
Loss on disposal of property, plant and equipment
Gain (loss) from market value decline, obsolete and
slow-moving of inventories
Loss on disposal of investments
Gain on disposal of investments
Impairment loss on financial assets
Loss of financial assets at fair value through profit or loss
Gain of financial assets at fair value through profit or loss
Changes in operating assets and liabilities:
Increase in financial asset held for trading
Increase in notes receivable
Increase in accounts receivable
Decrease (increase) in other receivables
Increase in inventories, net
Increase in prepayments
Decrease (increase) in other current assets
Increase in other noncurrent assets
Increase in notes payable
Increase in accounts payable
Increase in other payables
Increase (decrease) in other current liabilities
Increase (decrease) in accrued pension liabilities
Cash generated from operations
Interest received
Interest paid
Income tax paid
Net cash provided by operating activities
For theyears ended December 31, For theyears ended December 31,
2014
$1,043,522
167,884
60,009
40,581
(2,250)
15,051
(30,992)
22,663
(14,284)
607
(14,076)
343
20,901
(21,915)
(27,304)
(67,353)
(143,704)
3,894
(292,800)
(93,925)
4,368
(72,532)
23,517
174,310
71,419
8,833
18
876,785
(15,051)
(30,721)
(215,451)
615,562
2013
$867,044
169,643
66,077
37,075
(16,896)
6,754
(22,725)
4,243
(6,433)
-
-
71,031
1,284
(87,931)
(4,000)
(59,592)
(88,582)
(25,833)
(47,667)
(32,988)
(13,829)
(41,423)
519
290,467
90,343
(14,723)
(857)
1,141,001
(6,754)
(38,035)
(216,924)
879,288

(Continued)

  • 105 -

English Translation of Consolidated Financial Statements Originally Issued in Chinese

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS(Continued)

For the years ended December 31, 2014 and 2013

(Expressed in Thousands of New Taiwan Dollars)

For theyears ended December 31,
2014 2013
Cash flows from investing activities:
Acquisition of property, plant and equipment $(165,117) $(92,543)
Proceeds from disposal of property, plant and equipment 18,295 26,061
Increase in other intangible assets (4,366) (2,450)
Decrease in investments accounted for under the equity method 20,000 20,000
Decrease in financial assets measured at cost 5,893 5,000
Acquisition of financial assets measured at cost - (19,789)
Proceeds from disposal of available-for-sale financial assets 107,667 44,443
Dividends received from investee company 21,083 13,177
Net cash Provided by (used in) investing activities 3,455 (6,101)
Cash flows from financing activities:
Decrease (Increase) in short-term loans 511,637 (208,052)
Decrease in long-term loanss (include current portion) (516,294) (175,901)
Increase in bonds payable 300,000 -
Cash dividends (519,177) (415,342)
Decrease in long-term deferred revenue (423) (410)
Increase non-controlling interests - 7,257
Net cash used in financing activities (224,257) (792,448)
Effect of exchange rate changes on cash and cash equivalents 138,261 98,325
Net increase in cash and cash equivalents 533,021 179,064
Cash and cash equivalents at beginning of period 1,879,453 1,700,389
Cash and cash equivalents at end of period $2,412,474 $1,879,453

(The accompanying notes form an integral part of the consolidated financial statements)

  • 106 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2014 and 2013

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

1. HISTORY AND ORGANIZATION

SINBON Electronics Co., Ltd. (the Company) was incorporated in 1989. The main activities of the Company include manufacturing and selling computer peripherals, connectors, wires and other parts. The shares of the Company commenced trading on Taiwan’s Over-the-Counter Market in May 2001 and were listed on the Taiwan Stock Exchange in August 2002.

The number of employees of the Company and its subsidiaries (“the Group”) for the years ended December 31, 2014 and 2013 were 5,219 and 4,753, respectively.

  1. DATE AND PROCEDURES OF AUTHORIZATION OF FINANCIAL STATEMENTS FOR ISSUE

The consolidated financial statements of the Group for the years ended December 31, 2014 and 2013 were authorized for issue by the Company’s board of directors (the Board) on March 13, 2015.

  1. Newly issued or revised standards and interpretations

  2. (1) International Financial Reporting Standards, International Accounting Standards, and Interpretations issued, revised or amended, which are recognized by Financial Supervisory Commission (“FSC”) and would be applicable for annual periods beginning on or after 1 January 2015, but not yet adopted by the Group at the date of issuance of the Group’s financial statements are listed below.

(a) Improvements to International Financial Reporting Standards (issued in 2010):

IFRS 1 “First-time Adoption of International Financial Reporting Standards”

The annual improvements to International Financial Reporting Standards (“IFRS”) issued in 2010 made the following amendments to IFRS 1: If a first-time adopter changes its accounting policies or its use of the exemptions in IFRS 1 after it has published an interim financial report, it needs to explain those changes and update the reconciliations between previous GAAP and IFRS in accordance with paragraph 23 of IFRS 1.

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Furthermore, the amendment allows first-time adopters to use an event-driven fair value as deemed cost, even if the event occurs after the date of transition, but before the first IFRS financial statements are issued. The amendment also expands the scope of ‘deemed cost’ for property, plant and equipment or intangible assets to include items used subject to rate regulated activities. The exemption will be applied on an item-by-item basis. All such assets will also need to be tested for impairment at the date of transition. The amendment allows entities with rate-regulated activities to use the carrying amount of their property, plant and equipment and intangible balances from their previous GAAP as its deemed cost upon transition to IFRS. These amendments became effective for annual periods beginning on or after 1 January 2011.

IFRS 3 “Business Combinations”

Under the amendment, IFRS 3 (as revised in 2008) do not apply to contingent consideration that arose from business combinations whose acquisition dates precede the application of IFRS 3 (as revised in 2008). Furthermore, the amendment limits the scope of the measurement choices for non-controlling interest. Only the components of non-controlling interests that are present ownership interests that entitle their holders to a proportionate share of the entity’s net assets, in the event of liquidation could be measured at either fair value or at the present ownership instruments’ proportionate share of the acquiree’s identifiable net assets. Other components of non-controlling interest are measured at their acquisition date fair value.

The amendment also requires an entity in a business combination to account for the replacement of the acquiree’s share-based payment transactions (when the acquirer is not obliged to do so) as new share-based payment awards in the post-combination financial statements.

Outstanding share-based payment transactions that the acquirer does not exchange for its share-based payment transactions: if vested — they are part of non-controlling interest; if unvested — they are measured at market based value as if granted at acquisition date, and allocated between NCI and post-combination expense.

These amendments became effective for annual periods beginning on or after 1 July 2010.

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

IFRS 7 “Financial Instruments: Disclosures”

The amendment emphasizes the interaction between quantitative and qualitative disclosures and the nature and extent of risks associated with financial instruments. The amendment became effective for annual periods beginning on or after 1 January 2011.

IAS 1 “Presentation of Financial Statements”

The amendment clarifies that an entity will present an analysis of other comprehensive income for each component of equity, either in the statement of changes in equity or in the notes to the financial statements. The amendment became effective for annual periods beginning on or after 1 January 2011.

IAS 34 “Interim Financial Reporting”

The amendment clarifies that if a user of an entity's interim financial report have access to the most recent annual financial report of that entity, it is unnecessary for the notes to an interim financial report to provide relatively insignificant updates to the information that was reported in the notes in the most recent annual financial report. Furthermore the amendment adds disclosure requirements around disclosures of financial instruments and contingent liabilities/assets. The amendment is effective for annual periods beginning on or after 1 January 2011.

IFRIC 13 “Customer Loyalty Programmes”

The amendment clarifies that when the fair value of award credits is measured based on the value of the awards for which they could be redeemed, the amount of discounts or incentives otherwise granted to customers not participating in the award credit scheme is to be taken into account. The amendment is effective for annual periods beginning on or after 1 January 2011.

  • (b) IFRS 1 “First-time Adoption of International Financial Reporting Standards” — Limited Exemption from Comparative IFRS 7 Disclosures for First-time

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Adopters

IFRS 1 has been amended to allow first-time adopters to utilize the transitional provisions of IFRS 7 Financial Instruments: Disclosures. These provisions give relief from providing comparative information in the disclosures required by amendments to IFRS 1 in the first year of application. The amendment is effective for annual periods beginning on or after 1 July 2010.

  • (c) IFRS 1 “First-time Adoption of International Financial Reporting Standards” — Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters

The amendment has provided guidance on how an entity should resume presenting IFRS financial statements when its functional currency ceases to be subject to severe hyperinflation. The amendment also removes the legacy fixed dates in IFRS 1 relating to derecognition and day one gain or loss transactions. The amended standard has these dates coinciding with the date of transition to IFRS. The amendment is effective for annual periods beginning on or after 1 July 2011.

(d) IFRS 7 “Financial Instruments: Disclosures” (Amendment)

The amendment requires additional quantitative and qualitative disclosures relating to transfers of financial assets, when financial assets are derecognised in their entirety, but the entity has a continuing involvement in them, or financial assets are not derecognised in their entirety. The amendment is effective for annual periods beginning on or after 1 July 2011.

(e) IAS 12 “Income Taxes” — Deferred Taxes: Recovery of Underlying Assets

The amendment to IAS 12 introduce a rebuttable presumption that deferred tax on investment properties measured at fair value will be recognized on a sale basis, unless an entity has a business model that would indicate the investment property will be consumed in the business. The amendment also introduces the requirement that deferred tax on non-depreciable assets measured using the revaluation model in IAS 16 should always be measured on a sale basis. As a result of this amendment, SIC 21 Income Taxes — Recovery of Revalued Non-Depreciable Assets has been withdrawn. The amendment is effective for annual periods beginning on or after 1 January 2012.

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(f) IFRS 10 “Consolidated Financial Statements”

IFRS 10 replaces the portion of IAS 27 that addresses the accounting for consolidated financial statements and SIC-12. The changes introduced by IFRS 10 primarily relate to the elimination of the perceived inconsistency between IAS 27 and SIC-12 by introducing a new integrated control model. That is, IFRS 10 primarily relates to whether to consolidate another entity, but does not change how an entity is consolidated. The standard is effective for annual periods beginning on or after 1 January 2013.

(g) IFRS 11 “Joint Arrangements”

IFRS 11 replaces IAS 31 and SIC-13. The changes introduced by IFRS 11 primarily relate to increase comparability within IFRS by removing the choice for jointly controlled entities to use proportionate consolidation, so that the structure of the arrangement is no longer the most important factor when determining the classification as a joint operation or a joint venture, which then determines the accounting. The standard is effective for annual periods beginning on or after 1 January 2013.

(h) IFRS 12 “Disclosures of Interests in Other Entities”

IFRS 12 primarily integrates and makes consistent the disclosure requirements for subsidiaries, joint arrangements, associates and unconsolidated structured entities and presents those requirements in a single IFRS. The standard is effective for annual periods beginning on or after 1 January 2013.

(i) IFRS 13“Fair Value Measurement”

IFRS 13 primarily relates to defining fair value, setting out in a single IFRS a framework for measuring fair value and requiring disclosures about fair value measurements to reduce complexity and improve consistency in application when measuring fair value. However, IFRS 13 does not change existing requirements in other IFRS as to when the fair value measurement or related disclosure is required. The standard is effective for annual periods beginning on or after 1

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

January 2013.

  • (j) IAS 1 “Presentation of Financial Statements” — Presentation of Items of Other Comprehensive Income

The amendments to IAS 1 change the grouping of items presented in Other Comprehensive Income. Items that would be reclassified (or recycled) to profit or loss in the future would be presented separately from items that will never be reclassified. The amendment is effective for annual periods beginning on or after 1 July 2012.

(k) IAS 19 “Employee Benefits” (Revised)

The revision includes: (1) For defined benefit plans, the ability to defer recognition of actuarial gains and losses (i.e., the corridor approach) has been removed. Actuarial gains and losses are now recognized in Other Comprehensive Income. (2) Amounts recorded in profit or loss are limited to current and past service costs, gains or losses on settlements, and net interest income (expense). (3) New disclosures include quantitative information about the sensitivity of the defined benefit obligation to a reasonably possible change in each significant actuarial assumption. (4) Termination benefits will be recognized at the earlier of when the offer of termination cannot be withdrawn, or when the related restructuring costs are recognized under IAS 37 Provisions, Contingent Liabilities and Contingent Assets, etc.. The revised standard is effective for annual periods beginning on or after 1 January 2013.

(l) IFRS 1 “First-time Adoption of International Financial Reporting Standards” — Government Loans

The IASB has added an exception to the retrospective application of IFRS 9 (or IAS 39) and IAS 20. These amendments require first-time adopters to apply the requirements of IAS 20 prospectively to government loans existing at the date of transition to IFRS. However, entities may choose to apply the requirements of IFRS 9 (or IAS 39, as applicable) and IAS 20 to government loans retrospectively if the information needed to do so had been obtained at the time of initially accounting for those loans. The amendment is effective for annual periods

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

beginning on or after 1 January 2013.

  • (m) IFRS 7 “Financial Instruments: Disclosures” — Disclosures — Offsetting Financial Assets and Financial Liabilities

These amendments require an entity to disclose information about rights of set-off and related arrangements. The disclosures would provide users with information that is useful in evaluating the effect of netting arrangements on an entity’s financial position. The new disclosures are required for all recognized financial instruments that are set off in accordance with IAS 32 Financial Instruments: Presentation. The disclosures also apply to recognized financial instruments that are subject to an enforceable master netting arrangement or ‘similar agreement’. The amendment is effective for annual periods beginning on or after 1 January 2013.

(n) IAS 32 “Financial Instruments: Presentation” — Offsetting Financial Assets and Financial Liabilities

The amendment clarifies the meaning of “currently has a legally enforceable right to set-off” in IAS 32. The amendment is effective for annual periods beginning on or after 1 January 2014.

(o) IFRIC 20 “Stripping Costs in the Production Phase of a Surface Mine”

This Interpretation applies to waste removal (stripping) costs incurred in surface mining activity, during the production phase of the mine. If the benefit from the stripping activity will be realized in the current period, an entity is required to account for the stripping activity costs as part of the cost of inventory. When the benefit is the improved access to ore, the entity recognizes these costs as a non-current asset (“stripping activity asset”), only if certain criteria are met. The stripping activity asset is accounted for as an addition to, or as an enhancement of, an existing asset. The interpretation is effective for annual periods beginning on or after 1 January 2013.

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • (p) Improvements to International Financial Reporting Standards (2009-2011 cycle):

IFRS 1 “First-time Adoption of International Financial Reporting Standards”

The amendment clarifies that an entity that has stopped applying IFRS may choose to either: Re-apply IFRS 1, even if the entity applied IFRS 1 in a previous reporting period; or Apply IFRS retrospectively in accordance with IAS 8 (i.e., as if it had never stopped applying IFRS) in order to resume reporting under IFRS. The amendment is effective for annual periods beginning on or after 1 January 2013.

IAS 1 “Presentation of Financial Statements”

The amendment clarifies the difference between voluntary additional comparative information and the minimum required comparative information. Generally, the minimum required comparative period is the previous period. An entity must include comparative information in the related notes to the financial statements when it voluntarily provides comparative information beyond the minimum required comparative period. The additional comparative period does not need to contain a complete set of financial statements. The opening statement of financial position (known as ’the third balance sheet’) must be presented when an entity changes its accounting policies (making retrospective restatements or reclassifications) and those changes have a material effect on the statement of financial position. The opening statement would be at the beginning of the preceding period. However, unlike the voluntary comparative information, the related notes are not required to include comparatives as of the date of the third balance sheet. The amendment is effective for annual periods beginning on or after 1 January 2013.

IAS 16 “Property, Plant and Equipment” (Amendment)

The amendment clarifies that major spare parts and servicing equipment that meet the definition of property, plant and equipment are not inventory. The amendment is effective for annual periods beginning on or after 1 January 2013.

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

IAS 32 “Financial Instruments: Presentation” (Amendment)

The amendment removes existing income tax requirements from IAS 32 and requires entities to apply the requirements in IAS 12 to any income tax arising from distributions to equity holders. The amendment is effective for annual periods beginning on or after 1 January 2013.

IAS 34 “Interim Financial Reporting” (Amendment)

The amendment clarifies the requirements in IAS 34 relating to segment information for total assets and liabilities for each reportable segment to enhance consistency with the requirements in IFRS 8 Operating Segments. Besides, total assets and liabilities for a particular reportable segment need to be disclosed only when the amounts are regularly provided to the chief operating decision maker and there has been a material change in the total amount disclosed in the entity’s previous annual financial statements for that reportable segment. The amendment is effective for annual periods beginning on or after 1 January 2013.

(q) IFRS 10 “Consolidated Financial Statements” (Amendment)

The Investment Entities amendments provide an exception to the consolidation requirements in IFRS 10 and require investment entities to measure particular subsidiaries at fair value through profit or loss, rather than consolidate them. The amendments also set out disclosure requirements for investment entities. The amendment is effective for annual periods beginning on or after 1 January 2014.

The abovementioned standards and interpretations issued by IASB and recognized by FSC so that they are applicable for annual periods beginning on or after 1 January 2015. Apart from item (h) to (k) which would affect the presentation of financial statements and increase the level of disclosure in the financial reports, the remaining standards and interpretations have no material impact on the Group.

  • (2) Standards or interpretations issued by IASB but not yet recognized by FSC at the date of issuance of the Group’s financial statements are listed below.

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(a) IAS 36 “Impairment of Assets” (Amendment)

This amendment relates to the amendment issued in May 2011 and requires entities to disclose the recoverable amount of an asset (including goodwill) or a cash-generating unit when an impairment loss has been recognized or reversed during the period. The amendment also requires detailed disclosure of how the fair value less costs of disposal has been measured when an impairment loss has been recognized or reversed, including valuation techniques used, level of fair value hierarchy of assets and key assumptions used in measurement. The amendment is effective for annual periods beginning on or after 1 January 2014.

(b) IFRIC 21 “Levies”

This interpretation provides guidance on when to recognize a liability for a levy imposed by a government (both for levies that are accounted for in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets and those where the timing and amount of the levy is certain). The interpretation is effective for annual periods beginning on or after 1 January 2014.

(c) IAS 39 “Financial Instruments: Recognition and Measurement” (Amendment)

Under the amendment, there would be no need to discontinue hedge accounting if a hedging derivative was novated, provided certain criteria are met. The interpretation is effective for annual periods beginning on or after 1 January 2014.

(d) IAS 19 “Employee Benefits” (Defined benefit plans: employee contributions)

The amendments apply to contributions from employees or third parties to defined benefit plans. The objective of the amendments is to provide a policy choice for a simplified accounting for contributions that are independent of the number of years of employee service, for example, employee contributions that are calculated according to a fixed percentage of salary. The amendment is effective for annual periods beginning on or after 1 July 2014.

  • (e) Improvements to International Financial Reporting Standards (2010-2012 cycle):

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

IFRS 2 “Share-based Payment”

The annual improvements amend the definitions of 'vesting condition' and 'market condition' and adds definitions for 'performance condition' and 'service condition' (which were previously part of the definition of 'vesting condition'). The amendment prospectively applies to share-based payment transactions for which the grant date is on or after 1 July 2014.

IFRS 3 “Business Combinations”

The amendments include: (1) deleting the reference to "other applicable IFRSs" in the classification requirements; (2) deleting the reference to "IAS 37 Provisions, Contingent Liabilities and Contingent Assets or other IFRSs as appropriate", other contingent consideration that is not within the scope of IFRS 9 shall be measured at fair value at each reporting date and changes in fair value shall be recognized in profit or loss; (3) amending the classification requirements of IFRS 9 Financial Instruments to clarify that contingent consideration that is a financial asset or financial liability can only be measured at fair value, with changes in fair value being presented in profit or loss depending on the requirements of IFRS 9. The amendments apply prospectively to business combinations for which the acquisition date is on or after 1 July 2014.

IFRS 8 “Operating Segments”

The amendments require an entity to disclose the judgements made by management in applying the aggregation criteria to operating segments. The amendments also clarify that an entity shall only provide reconciliations of the total of the reportable segments' assets to the entity's assets if the segment assets are reported regularly. The amendment is effective for annual periods beginning on or after 1 July 2014.

IFRS 13 “Fair Value Measurement”

The amendment to the Basis for Conclusions of IFRS 13 clarifies that when deleting paragraph B5.4.12 of IFRS 9 Financial Instruments and paragraph AG79 of IAS 39 Financial Instruments: Recognition and Measurement as consequential amendments from IFRS 13 Fair Value Measurement, the IASB did not intend to change the measurement requirements for short-term receivables and payables.

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

IAS 16 “Property, Plant and Equipment”

The amendment clarifies that when an item of property, plant and equipment is revalued, the accumulated depreciation at the date of revaluation is adjusted to equal the difference between the gross carrying amount and the carrying amount of the asset. The amendment is effective for annual periods beginning on or after 1 July 2014.

IAS 24 “Related Party Disclosures”

The amendment clarifies that an entity providing key management personnel services to the reporting entity or to the parent of the reporting entity is a related party of the reporting entity. The amendment is effective for annual periods beginning on or after 1 July 2014.

IAS 38 “Intangible Assets”

The amendment clarifies that when an intangible asset is revalued, the accumulated amortization at the date of revaluation is adjusted to equal the difference between the gross carrying amount and the carrying amount of the asset. The amendment is effective for annual periods beginning on or after 1 July 2014.

  • (f) Improvements to International Financial Reporting Standards (2011-2013 cycle):

IFRS 1 “First-time Adoption of International Financial Reporting Standards”

The amendment clarifies that an entity, in its first IFRS financial statements, has the choice between applying an existing and currently effective IFRS or applying early a new or revised IFRS that is not yet mandatorily effective, provided that the new or revised IFRS permits early application.

IFRS 3 “Business Combinations”

This amendment clarifies that paragraph 2(a) of IFRS 3 Business Combinations excludes the formation of all types of joint arrangements as defined in IFRS 11 Joint Arrangements from the scope of IFRS 3; and the scope exception only applies to the financial statements of the joint venture or the joint operation itself. The amendment is effective for annual periods beginning on or after 1 July 2014.

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

IFRS 13 “Fair Value Measurement”

The amendment clarifies that paragraph 52 of IFRS 13 includes a scope exception for measuring the fair value of a group of financial assets and financial liabilities on a net basis. The objective of this amendment is to clarify that this portfolio exception applies to all contracts within the scope of IAS 39 Financial Instruments: Recognition and Measurement or IFRS 9 Financial Instruments, regardless of whether they meet the definitions of financial assets or financial liabilities as defined in IAS 32 Financial Instruments: Presentation. The amendment is effective for annual periods beginning on or after 1 July 2014.

IAS 40 “Investment Property”

The amendment clarifies the interrelationship of IFRS 3 and IAS 40 when classifying property as investment property or owner-occupied property; in determining whether a specific transaction meets the definition of both a business combination as defined in IFRS 3 Business Combinations and investment property as defined in IAS 40 Investment Property, separate application of both standards independently of each other is required. The amendment is effective for annual periods beginning on or after 1 July 2014.

(g) IFRS 14 “Regulatory Deferral Accounts”

IFRS 14 permits first-time adopters to continue to recognize amounts related to rate regulation in accordance with their previous GAAP requirements when they adopt IFRS. However, to enhance comparability with entities that already apply IFRS and do not recognize such amounts, the Standard requires that the effect of rate regulation must be presented separately from other items. IFRS 14 is effective for annual periods beginning on or after 1 January 2016.

  • (h) IFRS 11 “Joint Arrangements” (Accounting for Acquisitions of Interests in Joint Operations)

The amendments provide new guidance on how to account for the acquisition of an interest in a joint operation that constitutes a business. The amendments require the entity to apply all of the principles on business combinations accounting in IFRS 3 “Business Combinations”, and other IFRS (that do not conflict with the guidance in IFRS 11), to the extent of its share in a joint operation acquired. The amendment also requires certain disclosure. The amendment is effective for annual periods beginning on or after 1 January 2016.

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • (i) IAS 16“Property, Plant and Equipment and IAS 38 “Intangible Assets” — Clarification of Acceptable Methods of Depreciation and Amortization

The amendment clarified that the use of revenue-based methods to calculate depreciation of an asset is not appropriate because revenue generated by an activity that includes the use of an asset generally reflects factors other than the consumption of the economic benefits embodied in the asset, such as selling activities and change in sales volumes or prices. The amendment also clarified that revenue is generally presumed to be an inappropriate basis for measuring the consumption of the economic benefits embodied in an intangible asset. This presumption, however, can be rebutted in certain limited circumstances. The amendment is effective for annual periods beginning on or after 1 January 2016.

(j) IFRS 15 “Revenue from Contracts with Customers”

The core principle of the new Standard is for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. The new Standard will also result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively and improve guidance for multiple-element arrangements. The Standard is effective for annual periods beginning on or after 1 January 2017.

  • (k) IAS 16“Property, Plant and Equipment and IAS 41 “Agriculture” — Agriculture: Bearer Plants

The IASB decided that bearer plants should be accounted for in the same way as property, plant and equipment in IAS 16 Property, Plant and Equipment, because their operation is similar to that of manufacturing. Consequently, the amendments include them within the scope of IAS 16, and the produce growing on bearer plants will remain within the scope of IAS 41. The amendment is effective for annual periods beginning on or after 1 January 2016.

(l) IFRS 9“Financial Instruments”

The IASB has issued the final version of IFRS 9, which combines classification and measurement, the expected credit loss impairment model and hedge accounting. The standard will replace IAS 39 Financial Instruments: Recognition and Measurement and all previous versions of IFRS 9 Financial Instruments (which include standards issued on classification and measurement of financial assets

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

and liabilities and hedge accounting).

Classification and measurement: Financial assets are measured at amortized cost, fair value through profit or loss, or fair value through other comprehensive income, based on both the entity’s business model for managing the financial assets and the financial asset’s contractual cash flow characteristics. Financial liabilities are measured at amortized cost or fair value through profit or loss. Furthermore there is requirement that ‘own credit risk’ adjustments are not recognized in profit or loss.

Impairment: Expected credit loss model is used to evaluate impairment. Entities are required to recognize either 12-month or lifetime expected credit losses, depending on whether there has been a significant increase in credit risk since initial recognition.

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

The new standard is effective for annual periods beginning on or after 1 January 2018.

  • (m) IAS 27“Separate Financial Statements” — Equity Method in Separate Financial Statements

The IASB restored the option to use the equity method under IAS 28 for an entity to account for investments in subsidiaries and associates in the entity’s separate financial statements. In 2003, the equity method was removed from the options. This amendment removes the only difference between the separate financial statements prepared in accordance with IFRS and those prepared in accordance with the local regulations in certain jurisdictions.

The amendment is effective for annual periods beginning on or after 1 January 2016.

  • (n) IFRS 10“Consolidated Financial Statements” and IAS 28“Investments in Associates and Joint Ventures” — Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The amendments address the inconsistency between the requirements in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures, in dealing with the loss of control of a subsidiary that is contributed to an associate or a joint venture. IAS 28 restricts gains and losses arising from contributions of non-monetary assets to an associate or a joint venture to the extent of the interest attributable to the other equity holders in the associate or joint ventures. IFRS 10 requires full profit or loss recognition on the loss of control of the subsidiary. IAS 28 was amended so that the gain or loss resulting from the sale or contribution of assets that constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized in full. IFRS 10 was also amended so that the gains or loss resulting from the sale or contribution of a subsidiary that does not constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized only to the extent of the unrelated investors’ interests in the associate or joint venture. The amendment is effective for annual periods beginning on or after 1 January 2016.

  • (o) Improvements to International Financial Reporting Standards (2012-2014 cycle):

IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”

The amendment clarifies that a change of disposal method of assets (or disposal groups) from disposal through sale or through distribution to owners (or vice versa) should not be considered to be a new plan of disposal, rather it is a continuation of the original plan. The amendment also requires identical accounting treatment for an asset (or disposal group) that ceases to be classified as held for sale or as held for distribution to owners. The amendment is effective for annual periods beginning on or after 1 January 2016.

IFRS 7 “Financial Instruments: Disclosures”

The amendment clarifies that a servicing contract that includes a fee can constitute continuing involvement in a financial asset and therefore the disclosures for any continuing involvement in a transferred asset that is derecognized in its entirety under IFRS 7 Financial Instruments: Disclosures is required. The amendment also clarifies that whether the IFRS 7 disclosure related to the offsetting of financial assets and financial liabilities are required to be included in the condensed interim financial report would depend on the requirements under IAS 34 Interim Financial Reporting. The amendment is effective for annual periods beginning on or after 1 January 2016.

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

IAS 19 “Employee Benefits”

The amendment clarifies the requirement under IAS 19.83, that market depth of high quality corporate bonds is assessed based on the currency in which the obligation is denominated, rather than the country where the obligation is located. The amendment is effective for annual periods beginning on or after 1 January 2016.

IAS 34 “Interim Financial Reporting”

The amendment clarifies what is meant by “elsewhere in the interim financial report” under IAS 34; the amendment states that the required interim disclosures must either be in the interim financial statements or incorporated by cross-reference between the interim financial statements and wherever they are included within the greater interim financial report. The other information within the interim financial report must be available to users on the same terms as the interim financial statements and at the same time. The amendment is effective for annual periods beginning on or after 1 January 2016.

(p) IAS 1 “Presentation of Financial Statements” (Amendment):

The amendments contain (1) clarifying that an entity must not reduce the understandability of its financial statements by obscuring material information with immaterial information or by aggregating material items that have different natures or functions. The amendments reemphasize that, when a standard requires a specific disclosure, the information must be assessed to determine whether it is material and, consequently, whether presentation or disclosure of that information is warranted, (2) clarifying that specific line items in the statement(s) of profit or loss and OCI and the statement of financial position may be disaggregated, and how an entity shall present additional subtotals, (3) clarifying that entities have flexibility as to the order in which they present the notes to financial statements, but also emphasize that understandability and comparability should be considered by an entity when deciding on that order, (4) removing the examples of the income taxes accounting policy and the foreign currency accounting policy, as these were considered unhelpful in illustrating what significant accounting policies could be, and (5) clarifying that the share of OCI of associates and joint ventures accounted for using the equity method must be presented in aggregate as a single line item, classified between those items that will or will not be subsequently reclassified to profit or loss. The amendment is effective for annual periods beginning on or after 1 January 2016.

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • (q) IFRS 10“Consolidated Financial Statements”, IFRS 12 “Disclosure of Interests in Other Entities”, and IAS 28“Investments in Associates and Joint Ventures” — Investment Entities: Applying the Consolidation Exception

The amendments contain (1) clarifying that the exemption from presenting consolidated financial statements applies to a parent entity that is a subsidiary of an investment entity when the investment entity measures all of its subsidiary at fair value, (2) clarifying that only a subsidiary that is not an investment entity itself and provides support services to the investment entity is consolidated when all other subsidiaries of an investment entity are measured at fair value, and (3) allowing the investor, when applying the equity method, to retain the fair value measurement applied by the investment entity associate or joint venture to its interests in subsidiaries. The amendment is effective for annual periods beginning on or after 1 January 2016.

The abovementioned standards and interpretations issued by IASB have not yet recognized by FSC at the date of issuance of the Group’s financial statements, the local effective dates are to be determined by FSC. The standards and interpretations have no material impact on the Group.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(1) Statement of Compliance

The consolidated financial statements of the Group for the years ended December 31 2014 and 2013 have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (“the Regulations”), IFRSs, IASs, IFRIC and SIC, which are endorsed by the FSC (collectively referred to as “TIFRSs”).

(2) Basis of Preparation

The consolidated financial statements have been prepared on a historical cost basis, except for financial instruments that have been measured at fair value. The consolidated financial statements are expressed in thousands of New Taiwan Dollars (“$”) unless otherwise stated.

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • (3) General Description of Reporting Entities

Preparation principle of consolidated financial statements

Subsidiaries are fully consolidated from the date of acquisition (the date on which the Group obtains control), and continue to be consolidated until the date that such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. All intra-group balances, transactions, and unrealized gains and losses and dividends resulting from intra-group transactions are eliminated in full.

A change in the ownership interest of a subsidiary, without a change of control, is accounted for as an equity transaction.

Total comprehensive income of subsidiaries is attributed to the owners of the parent and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

If the Company loses control of a subsidiary, it:

  • (a) derecognizes the assets (including goodwill) and liabilities of the subsidiary;

  • (b) derecognizes the carrying amount of any non-controlling interest;

  • (c)recognizes the fair value of the consideration received;

  • (d) recognizes the fair value of any investment retained;

  • (e) recognizes any surplus or deficit in profit or loss; and

  • (f) reclassifies the parent’s share of components previously recognized in other comprehensive income to profit or loss.

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The consolidated entities are as follows:

I n v e s t o r S
u
b
s
i
d
i
a
r
y
M a i n b u s i n e s s e s Percentage of ownership (%)
2014.12.31 2013.12.31
The Company Sinbon International Enterprise Co.,
Ltd.(SB(B.V.I))
Holding company 100.00% 100.00%
The Company Hong Kong Sinbon Electronics Co.,
Ltd. (HKSB)
Manufacturing and selling
a wide variety of
connectors, wires and
cables
100.00% 100.00%
The Company Super Elite Ltd.(SEL) Holdingcompany 64.48% 64.48%
The Company Beijing Sinbon Electronics Co., Ltd.
(BJSB)
Manufacturing and selling
a wide variety of
connectors, wires and
cables
100.00% 100.00%
The Company Samoa Smart and Diligent Co., Ltd.
(Samoa S&D)
Holding company 51.51% 51.51%
The Company Sinbon Technologies L.L.C.
(USSB)
Selling a wide variety of
connectors, wires and
cables
51.00% 51.00%
The Company Japan Sinbon Electronics Co., Ltd.
(JPSB)
Selling a wide variety of
connectors, wires and
cables
70.00% 70.00%
The Company Worldwide Wire Harnesses Co.,Ltd. Holdingcompany 50.00% 50.00%
The Company Kwan-Ze Corporation Ltd.
(Kwan-Ze)
Selling a wide variety of
electronic materials and
holdingcompany
100.00% 100.00%
The Company Sinbon USA L.L.C. Logistic center 100.00% -
The Company Beijing Sinbon Tongan Electronics
Co., Ltd.(BJSB Tongan)
Manufacturing and selling
a wide variety of
connectors, wires and
cables
100.00% 100.00%
B
V
I
Jiangyin Sinbon Electronics Co., Ltd.
(JYSB)
Manufacturing and selling
a wide variety of
connectors, wires and
cables
100.00% 100.00%

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

I n v e s t o r S
u
b
s
i
d
i
a
r
y
M a i n b u s i n e s s e s Percentage of ownership (%)
2014.12.31 2013.12.31
B
V
I
Shenzhen Sinbon Electronics Co.,
Ltd. (SZSB)
Selling a wide variety of
connectors, wires and
cables
100.00% 100.00%
B
V
I
Shanghai Sinbon Electronics Co., Ltd.
(SHSB)
Selling a wide variety of
connectors and cables
100.00% 100.00%
B
V
I
Tong Cheng Sinbon Electronics Co.,
Ltd . (TCSB)
Manufacturing and selling
a wide variety of
connectors, wires and
cables
100.00% 100.00%
B
V
I
Sinact (Hong Kong) Co., Ltd.
(HK Sinact)
Holding company 100.00% 100.00%
S
E
L
Hong Kong Comtek Electronics Co.,
Ltd.(HongKongCMK)
Selling a wide variety of
connectors and cables
64.48% 64.48%
S
E
L
T-CONN Precision (Zhongshan) Co.,
Ltd.( T-CONN Zhongshan)
Manufacturing and selling
a wide variety of
connectors, wires and
cables
64.48% 64.48%
S
E
L
T-CONN Precision Co., Ltd.( T-CONN) Manufacturing and selling
a wide variety of
connectors, wires and
cables
64.48% 64.48%
S
E
L
Super Progressive Ltd.
(SPL)
Logistic center 64.48% 64.48%
H K S i n a c t Jiangyin Sinact Electronics Co., Ltd.
(JY Sinact)
Manufacturing and selling
a wide variety of electronic
materials
100.00% 100.00%
W o r l d w i d e
Wire Harnesses
Co.,Ltd.
Sinbon Technologies Tennessee
L.L.C. (STT)
Logistic Center 50.00% 50.00%
K w a n - Z e Digi O2 International Co., Ltd.
(Digi O2)
Selling a wide variety of
connectors and cables
85.48% 85.48%

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(4) Foreign Currency Transactions

The Group’s consolidated financial statements are presented in NT$, which is also the Company’s functional currency. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency.

Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functional currency rates prevailing at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency closing rates of exchange at the reporting date. Non-monetary items measured at fair value in foreign currencies are translated using the exchange rates at the date when the fair value is determined. Non-monetary items that are measured at historical cost in foreign currencies are translated using the exchange rates as at the dates of the initial transactions.

All exchange differences arising on the settlement of monetary items or on translating monetary items are taken to profit or loss in the period in which they arise except for the following:

  • (a) Exchange differences arising from foreign currency borrowings for an acquisition of a qualifying asset to the extent that they are regarded as an adjustment to interest costs are included in the borrowing costs that are eligible for capitalization.

  • (b) Foreign currency items within the scope of IAS 39 Financial Instruments: Recognition and Measurement are accounted for based on the accounting policy for financial instruments.

  • (c) Exchange differences arising on a monetary item that forms part of a reporting entity’s net investment in a foreign operation is recognized initially in other comprehensive income and reclassified from equity to profit or loss on disposal of the net investment.

When a gain or loss on a non-monetary item is recognized in other comprehensive income, any exchange component of that gain or loss is recognized in other comprehensive income. When a gain or loss on a non-monetary item is recognized in profit or loss, any exchange component of that gain or loss is recognized in profit or loss.

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(5) Translation of Foreign Currency Financial Statements

The assets and liabilities of foreign operations are translated into NT$ at the closing rate of exchange prevailing at the reporting date and their income and expenses are translated at an average rate for the period. The exchange differences arising on the translation are recognized in other comprehensive income. On the disposal of a foreign operation, the cumulative amount of the exchange differences relating to that foreign operation, recognized in other comprehensive income and accumulated in the separate component of equity, is reclassified from equity to profit or loss when the gain or loss on disposal is recognized. The following are accounted for as disposals even if an interest in the foreign operation is retained by the Group: the loss of control over a foreign operation, the loss of significant influence over a foreign operation, or the loss of joint control over a foreign operation.

On the partial disposal of a subsidiary that includes a foreign operation that does not result in a loss of control, the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is re-attributed to the non-controlling interests in that foreign operation. In partial disposal of an associate or jointly controlled entity that includes a foreign operation that does not result in a loss of significant influence or joint control, only the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is reclassified to profit or loss.

Any goodwill and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and expressed in its functional currency.

  • (6) Current and non-current distinction

An asset is classified as current when:

  • (a) The Group expects to realize the asset, or intends to sell or consume it, in its normal operating cycle

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • (b) The Group holds the asset primarily for the purpose of trading

  • (c) The Group expects to realize the asset within twelve months after the reporting period

  • (d) The asset is cash or cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is classified as current when:

  • (a) The Group expects to settle the liability in its normal operating cycle

  • (b) The Group holds the liability primarily for the purpose of trading

  • (c) The liability is due to be settled within twelve months after the reporting period

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

All other liabilities are classified as non-current.

  • (7) Cash Equivalents

Cash and cash equivalents comprises cash on hand, demand deposits and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value (include fixed-term deposits that have maturities of 3 months from the date of acquisition).

(8) Financial Instruments

Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities within the scope of IAS 39 Financial Instruments: Recognition and Measurement are recognized initially at fair value plus or minus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs..

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Financial Assets

The Group accounts for regular way purchase or sales of financial assets on the trade date.

Financial assets of the Group are classified as financial assets at fair value through profit or loss, held-to-maturity investments, available-for-sale financial assets and loans and receivables. The Group determines the classification of its financial assets at initial recognition.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss include financial assets held for trading and financial assets designated upon initial recognition at fair value through profit or loss. A financial asset is classified as held for trading if:

  • i. it is acquired or incurred principally for the purpose of selling or repurchasing it in the near term;

  • ii. on initial recognition it is part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking; or

  • iii. it is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument).

If a contract contains one or more embedded derivatives, the entire hybrid (combined) contract may be designated as a financial asset at fair value through profit or loss; or a financial asset may be designated as at fair value through profit or loss when doing so results in more relevant information, because either:

  • i. it eliminates or significantly reduces a measurement or recognition inconsistency; or

  • ii. a group of financial assets, financial liabilities or both is managed and its performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy, and information about the group is provided internally on that basis to the key management personnel.

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Financial assets at fair value through profit or loss are measured at fair value with changes in fair value recognized in profit or loss. Dividends or interests on financial assets at fair value through profit or loss are recognized in profit or loss (including those received during the period of initial investment). If financial assets do not have quoted prices in an active market and their fair value cannot be reliably measured, then they are classified as financial assets measured at cost on balance sheet and carried at cost net of accumulated impairment losses, if any, as at the reporting date.

Available-for-sale financial assets

Available-for-sale investments are non-derivative financial assets that are designated as available-for-sale or those not classified as financial assets at fair value through profit or loss, held-to-maturity financial assets, or loans and receivables.

Foreign exchange gains and losses and interest calculated using the effective interest method relating to monetary available-for-sale financial assets, or dividends on an available-for-sale equity instrument, are recognized in profit or loss. Subsequent measurement of available-for-sale financial assets at fair value is recognized in equity until the investment is derecognized, at which time the cumulative gain or loss is recognized in profit or loss.

If equity instrument investments do not have quoted prices in an active market and their far value cannot be reliably measured, then they are classified as financial assets measured at cost on balance sheet and carried at cost net of accumulated impairment losses, if any, as at the reporting date.

Held-to-maturity financial assets

Non-derivative financial assets with fixed or determinable payments and fixed maturities are classified as held-to-maturity when the Group has the positive intention and ability to hold it to maturity, other than those that are designated as available-for-sale, classified as financial assets at fair value through profit or loss, or meet the definition of loans and receivables.

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

After initial measurement held-to-maturity financial assets are measured at amortized cost using the effective interest method, less impairment. Amortized cost is calculated by taking into account any discount or premium on acquisition and fee or transaction costs. The effective interest method amortization is recognized in profit or loss.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market other than those that the Group upon initial recognition designates as available for sale, classified as at fair value through profit or loss, or those for which the holder may not recover substantially all of its initial investment.

Loans and receivables are separately presented on the balance sheet as receivables or bond investments for which no active market exists. After initial measurement, such financial assets are subsequently measured at amortized cost using the effective interest rate method, less impairment. Amortized cost is calculated by taking into account any discount or premium on acquisition and fee or transaction costs. The effective interest method amortization is recognized in profit or loss.

Impairment of financial assets

The Group assesses at each reporting date whether there is any objective evidence that a financial asset other than the financial assets at fair value through profit or loss is impaired. A financial asset is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more loss events that has occurred after the initial recognition of the asset and that loss event has an impact on the estimated future cash flows of the financial asset. The carrying amount of the financial asset impaired, other than receivables impaired which are reduced through the use of an allowance account, is reduced directly and the amount of the loss is recognized in profit or loss.

A significant or prolonged decline in the fair value of an available-for-sale equity instrument below its cost is considered a loss event.

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Other loss events include:

  • i significant financial difficulty of the issuer or obligor; or

  • ii. a breach of contract, such as a default or delinquency in interest or principal payments; or

  • iii. it becoming probable that the borrower will enter bankruptcy or other financial reorganisation; or

  • iv. the disappearance of an active market for that financial asset because of financial difficulties.

For held-to-maturity financial assets and loans and receivables measured at amortized cost, the Group first assesses individually whether objective evidence of impairment exists individually for financial asset that are individually significant, or collectively for financial assets that are not individually significant. If the Group determines that no objective evidence of impairment exits for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. If there is objective evidence that an impairment loss has been incurred, the amount of the loss is measured as the difference between the assets carrying amount and the present value of estimated future cash flows. The present value of the estimated future cash flows is discounted at the financial assets original effective interest rate. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate. Interest income is accrued based on the reduced carrying amount of the asset, using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. Receivables together with the associated allowance are written off when there is no realistic prospect of future recovery. If, in a subsequent year, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognized, the previously recognized impairment loss is increased or reduced by adjusting the allowance account. If a future write-off is later recovered, the recovery is credited to profit or loss.

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In the case of equity investments classified as available-for-sale, where there is evidence of impairment, the cumulative loss - measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that investment previously recognized in profit or loss - is removed from other comprehensive income and recognized in profit or loss. Impairment losses on equity investments are not reversed through profit or loss; increases in their fair value after impairment are recognized directly in other comprehensive income.

In the case of debt instruments classified as available-for-sale, the amount recorded for impairment is the cumulative loss measured as the difference between the amortized cost and the current fair value, less any impairment loss on that investment previously recognized in profit or loss. Future interest income continues to be accrued based on the reduced carrying amount of the asset, using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. The interest income is recognized in profit or loss. If, in a subsequent year, the fair value of a debt instrument increases and the increase can be objectively related to an event occurring after the impairment loss was recognized in profit or loss, the impairment loss is reversed through profit or loss.

Derecognition of financial assets

A financial asset is derecognized when:

  • i. The rights to receive cash flows from the asset have expired

  • ii. The Group has transferred the asset and substantially all the risks and rewards of the asset have been transferred

  • iii. The Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

On derecognition of a financial asset in its entirety, the difference between the carrying amount and the consideration received or receivable including any cumulative gain or loss that had been recognized in other comprehensive income, is recognized in profit or loss.

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(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(b) Financial liabilities and equity

Classification between liabilities or equity

The Group classifies the instrument issued as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability, and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. The transaction costs of an equity transaction are accounted for as a deduction from equity (net of any related income tax benefit) to the extent they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided.

Compound instruments

The Group evaluates the terms of the convertible bonds issued to determine whether it contains both a liability and an equity component. Furthermore, the Group assesses if the economic characteristics and risks of the put and call options contained in the convertible bonds are closely related to the economic characteristics and risk of the host contract before separating the equity element.

For the liability component excluding the derivatives, its fair value is determined based on the rate of interest applied at that time by the market to instruments of comparable credit status. The liability component is classified as a financial liability measured at amortized cost before the instrument is converted or settled.

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(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

For the embedded derivative that is not closely related to the host contract (for example, if the exercise price of the embedded call or put option is not approximately equal on each exercise date to the amortized cost of the host debt instrument), it is classified as a liability component and subsequently measured at fair value through profit or loss unless it qualifies for an equity component. The equity component is assigned the residual amount after deducting from the fair value of the instrument as a whole the amount separately determined for the liability component. Its carrying amount is not remeasured in the subsequent accounting periods. If the convertible bond issued does not have an equity component, it is accounted for as a hybrid instrument in accordance with the requirements under IAS 39 Financial Instruments: Recognition and Measurement.

Transaction costs are apportioned between the liability and equity components of the convertible bond based on the allocation of proceeds to the liability and equity components when the instruments are initially recognized.

On conversion of a convertible bond before maturity, the carrying amount of the liability component being the amortized cost at the date of conversion is transferred to equity.

Financial liabilities

Financial liabilities within the scope of IAS 39 Financial Instruments: Recognition and Measurement are classified as financial liabilities at fair value through profit or loss or financial liabilities measured at amortized cost upon initial recognition.

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. A financial liability is classified as held for trading if:

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(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • i. it is acquired or incurred principally for the purpose of selling or repurchasing it in the near term;

  • ii. on initial recognition it is part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking; or

  • iii. it is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument).

If a contract contains one or more embedded derivatives, the entire hybrid (combined) contract may be designated as a financial liability at fair value through profit or loss; or a financial liability may be designated as at fair value through profit or loss when doing so results in more relevant information, because either:

  • i. it eliminates or significantly reduces a measurement or recognition inconsistency; or

  • ii. a group of financial assets, financial liabilities or both is managed and its performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy, and information about the group is provided internally on that basis to the key management personnel.

Gains or losses on the subsequent measurement of liabilities at fair value through profit or loss including interest paid are recognized in profit or loss.

If the financial liabilities at fair value through profit or loss do not have quoted prices in an active market and their far value cannot be reliably measured, then they are classified as financial liabilities measured at cost on balance sheet and carried at cost as at the reporting date.

Financial liabilities at amortized cost

Financial liabilities measured at amortized cost include interest bearing loans and borrowings that are subsequently measured using the effective interest rate method after initial recognition. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well

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(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

as through the effective interest rate method amortization process.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or transaction costs.

Derecognition of financial liabilities

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified (whether or not attributable to the financial difficulty of the debtor), such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

(c)Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount reported in the balance sheet if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.

(d) Fair value of financial instruments

The fair value of financial instruments that are traded in active markets at each reporting date is determined by reference to quoted market prices, without any deduction for transaction costs.

For financial instruments not traded in an active market, the fair value is determined using appropriate valuation techniques. Such techniques may include using recent arm’s length market transactions; reference to the current fair value of another instrument that is substantially the same; a discounted cash flow analysis or other valuation models.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(9) Derivative financial instruments

The Group uses derivative financial instruments to hedge its foreign currency risks and interest rate risks. A derivative is classified in the balance sheet as financial assets or liabilities at fair value through profit or loss (held for trading) except for derivatives that are designated effective hedging instruments which are classified as derivative financial assets or liabilities for hedging.

Derivative financial instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit or loss, except for the effective portion of cash flow hedges, which is recognized in equity.

Derivatives embedded in host contracts are accounted for as separate derivatives and recorded at fair value if their economic characteristics and risks are not closely related to those of the host contracts and the host contracts are not held for trading or designated at fair value though profit or loss. These embedded derivatives are measured at fair value with changes in fair value recognized in profit or loss.

(10) Inventories

Inventories are valued at lower of cost and net realizable value item by item.

Cost is presented by all the essential expenditures incurred to the ready status as being sold or finished products. Materials, work in process and finished goods are calculated on the following bases:

Raw materials - Purchase cost on a first in, first out basis

Finished goods and work in progress - Cost of direct materials and labor and a proportion of manufacturing overheads based on normal operating capacity but excluding borrowing costs.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

(11) Investments accounted for under the equity method

The Group’s investment in its associate is accounted for using the equity method other than those that meet the criteria to be classified as held for sale. An associate is an entity over which the Group has significant influence.

Under the equity method, the investment in the associate is carried in the balance sheet at cost and adjusted thereafter for the post-acquisition change in the Group’s share of net assets of the associate. After the interest in the associate is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate. Unrealized gains and losses resulting from transactions between the Group and the associate are eliminated to the extent of the Group’s related interest in the associate.

When changes in the net assets of an associate occur and not those that are recognized in profit or loss or other comprehensive income and do not affects the Group’s percentage of ownership interests in the associate, the Group recognizes such changes in equity based on its percentage of ownership interests. The resulting capital surplus recognized will be reclassified to profit or loss at the time of disposing the associate on a pro-rata basis.

When the associate issues new stocks, and the Group’s interest in an associate is reduced or increased as the Group fails to acquire shares newly issued in the associate proportionately to its original ownership interest, the increase or decrease in the interest in the associate is recognized in Additional Paid in Capital and Investment in associate. When the interest in the associate is reduced, the cumulative amounts previously recognized in other comprehensive income are reclassified to profit or loss or other appropriate items. The aforementioned capital surplus recognized is

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(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

reclassified to profit or loss on a pro rata basis when the Group disposes the associate.

The financial statements of the associate are prepared for the same reporting period as the Group. Where necessary, adjustments are made to bring the accounting policies in line with those of the Group.

The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired in accordance with IAS 39 Financial Instruments: Recognition and Measurement. If this is the case the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognizes the amount in the ‘share of profit or loss of an associate’ in the statement of comprehensive income in accordance with IAS 36 Impairment of Assets. In determining the value in use of the investment, the Group estimates:

  • (a) Its share of the present value of the estimated future cash flows expected to be generated by the associate, including the cash flows form the operations of the associate and the proceeds on the ultimate disposal of the investment; or

  • (b) The present value of the estimated future cash flows expected to arise from dividends to be received from the investment and from its ultimate disposal.

Because goodwill that forms part of the carrying amount of an investment in an associate is not separately recognized, it is not tested for impairment separately by applying the requirements for impairment testing goodwill in IAS 36 Impairment of Assets.

Upon loss of significant influence over the associate, the Group measures and recognizes any retaining investment at its fair value. Any difference between the carrying amount of the associate upon loss of significant influence and the fair value of the retaining investment and proceeds from disposal is recognized in profit or loss.

The Group recognizes its interest in the jointly controlled entities using the equity method other than those that meet the criteria to be classified as

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(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

held for sale. A jointly controlled entity is a joint venture that involves the establishment of a corporation, partnership or other entity.

(12) Property, plant and equipment

Property, plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of dismantling and removing the item and restoring the site on which it is located and borrowing costs for construction in progress if the recognition criteria are met. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately. When significant parts of property, plant and equipment are required to be replaced in intervals, the Group recognized such parts as individual assets with specific useful lives and depreciation, respectively. The carrying amount of those parts that are replaced is derecognized in accordance with the derecognition provisions of IAS 16 “Property, plant and equipment”. When a major inspection is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized in profit or loss as incurred.

Depreciation is calculated on a straight-line basis over the estimated economic lives of the following assets:

Items
Buildings
Machinery and equipment
Transportation equipment
Office equipment
Other equipment
Leasehold improvements
Useful Lives
5~50 years
3~10 years
5 years
3~10 years
2~15 years
Lower of leasehold years or useful lives

An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is recognized in profit or loss.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The assets’ residual values, useful lives and methods of depreciation are reviewed at each financial year end and adjusted prospectively, if appropriate.

(13) Intangible Assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses, if any. Internally generated intangible assets, excluding capitalized development costs, are not capitalized and expenditure is reflected in profit or loss for the year in which the expenditure is incurred.

The useful lives of intangible assets are assessed as either finite or indefinite.

Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life is reviewed at least at the end of each financial year. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates.

Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the

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(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

carrying amount of the asset and are recognized in profit or loss when the asset is derecognized.

A summary of the policies applied to the Group’s intangible assets is as follows:

Useful lives
Amortization method
used
Internally generated or
acquired
Computer software
1~5 years
Amortized on a straight- line basis over the
estimated useful life
Acquired

(14) Impairment of non-financial assets

The Group assesses at the end of each reporting period whether there is any indication that an asset in the scope of IAS 36 Impairment of Assets may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (“CGU”) fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the asset’s or cash-generating unit’s recoverable amount. A previously recognized impairment loss is reversed only if there has been an increase in the estimated service potential of an asset which in turn increases the recoverable amount. However, the reversal is limited so that the carrying amount of the asset

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years.

A cash generating unit, or groups of cash-generating units, to which goodwill has been allocated is tested for impairment annually at the same time, irrespective of whether there is any indication of impairment. If an impairment loss is to be recognized, it is first allocated to reduce the carrying amount of any goodwill allocated to the cash generating unit (group of units), then to the other assets of the unit (group of units) pro rata on the basis of the carrying amount of each asset in the unit (group of units). Impairment losses relating to goodwill cannot be reversed in future periods for any reason.

An impairment loss of continuing operations or a reversal of such impairment loss is recognized in profit or loss.

(15) Provisions

Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probably that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

Provision for decommissioning, restoration and rehabilitation costs

The provision for decommissioning, restoration and rehabilitation costs arose on construction of a property, plant and equipment. Decommissioning costs are provided at the present value of expected costs to settle the obligation using estimated cash flows and are recognized as part of the cost of that particular asset. The cash flows are discounted at a current pre-tax rate that reflects the risks specific to the decommissioning liability. The unwinding of the discount is expensed as incurred and recognized as a finance cost. The estimated future costs of

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

decommissioning are reviewed annually and adjusted as appropriate. Changes in the estimated future costs or in the discount rate applied are added to or deducted from the cost of the asset.

Sales returns and allowances

A provision has been recognized for sales returns and allowances based on past experience and other known factors.

(16) Revenue recognition

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable. The following specific recognition criteria must also be met before revenue is recognized:

Sale of goods

Revenue from sale of goods is recognized when all the following conditions have been satisfied:

  • (a) the significant risks and rewards of ownership of the goods have transferred to the buyer;

  • (b) neither continuing managerial involvement nor effective control over the goods sold have been retained;

  • (c) the amount of revenue can be measured reliably;

  • (d) it is probable that the economic benefits associated with the transaction will flow to the entity; and

  • (e) the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Interest income

For all financial assets measured at amortized cost (including loans and receivables and held-to-maturity financial assets) and available-for-sale financial assets, interest income is recorded using the effective interest

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(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

rate method and recognized in profit or loss.

Dividends

Revenue is recognized when the Group’s right to receive the payment is established.

(17) Borrowing cost

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

(18) Government grants

Government grants are recognized where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. Where the grant relates to an asset, it is recognized as deferred income and released to income in equal amounts over the expected useful life of the related asset. When the grant relates to an expense item, it is recognized as income over the period necessary to match the grant on a systematic basis to the costs that it is intended to compensate.

Where the Group receives non-monetary grants, the asset and the grant are recorded gross at nominal amounts and released to the statement of comprehensive income over the expected useful life and pattern of consumption of the benefit of the underlying asset by equal annual installments. Where loans or similar assistance are provided by governments or related institutions with an interest rate below the current applicable market rate, the effect of this favorable interest is regarded as additional government grant.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(19) Post-employment benefits

All regular employees of the Company and its domestic subsidiaries are entitled to a pension plan that is managed by an independently administered pension fund committee. Fund assets are deposited under the committee’s name in the specific bank account and hence, not associated with the Company and its domestic subsidiaries. Therefore fund assets are not included in the Group’s consolidated financial statements. Pension benefits for employees of the overseas subsidiaries and the branches are provided in accordance with the respective local regulations.

For the defined contribution plan, the Company and its domestic subsidiaries will make a monthly contribution of no less than 6% of the monthly wages of the employees subject to the plan. The Company recognizes expenses for the defined contribution plan in the period in which the contribution becomes due. Overseas subsidiaries and branches make contribution to the plan based on the requirements of local regulations. Post-employment benefit plan that is classified as a defined benefit plan uses the Projected Unit Credit Method to measure its obligations and costs based on actuarial assumptions. The Group recognizes all actuarial gains and losses in the period in which they occur in other comprehensive income. Actuarial gains and losses recognized in other comprehensive income are recognized immediately in retained earnings.

(20) Income Tax

Income tax expense (income) is the aggregate amount included in the determination of profit or loss for the period in respect of current tax and deferred tax.

Current income tax

Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Current income tax relating to items recognized in other comprehensive income or directly in equity is recognized in other comprehensive income or equity and not in profit or loss.

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The 10% income tax for undistributed earnings is recognized as income tax expense in the subsequent year when the distribution proposal is approved by the Shareholders’ meeting.

Deferred income tax

Deferred tax is provided on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognized for all taxable temporary differences, except:

  • (a) Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss

  • (b) In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except:

  • (a) Where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss

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(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • (b) In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date. The measurement of deferred tax assets and deferred tax liabilities reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity. Deferred tax assets are reassessed at each reporting date and are recognized accordingly.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

(21) Business Combinations and Goodwill

Business combinations are accounted for using the acquisition method. The consideration transferred, the identifiable assets acquired and liabilities assumed are measured at acquisition date fair value. For each business combination, the acquirer measures any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are accounted for as expenses in the periods in which the costs are incurred and are classified under administrative expenses.

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

When the Group acquires a business, it assesses the assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.

If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss.

Any contingent consideration to be transferred by the acquirer will be recognized at the acquisition-date fair value. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability, will be recognized in accordance with IAS 39 Financial Instruments: Recognition and Measurement either in profit or loss or as a change to other comprehensive income. However, if the contingent consideration is classified as equity, it should not be remeasured until it is finally settled within equity.

Goodwill is initially measured as the amount of the excess of the aggregate of the consideration transferred and the non-controlling interest over the net fair value of the identifiable assets acquired and the liabilities assumed. If this aggregate is lower than the fair value of the net assets acquired, the difference is recognized in profit or loss.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. Each unit or group of units to which the goodwill is so allocated represents the lowest level within the Group at which the goodwill is monitored for internal management purpose and is not larger than an operating segment before aggregation.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation. Goodwill disposed of in this circumstance is measured based on the relative recoverable amounts of the operation disposed of and the portion of the cash-generating unit retained.

5. Significant accounting judgments, estimates and assumptions

The preparation of the Group’s consolidated financial statements require management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period. However, uncertainty about these assumption and estimate could result in outcomes that require a material adjustment to the carrying amount of the 。 asset or liability affected in future periods

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

(1) Fair value of financial instruments

Where the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be derived from active markets, they are determined using valuation techniques including the income approach (for example the discounted cash flow model) or market approach. Changes in assumptions about these factors could affect the reported fair value of the financial instruments. Please refer to Note 12 for more details.

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(2) Pension benefits

The cost of post-employment benefit and the present value of the pension obligation under defined benefit pension plans are determined using actuarial valuations. An actuarial valuation involves making various assumptions. These include the determination of the discount rate, future salary increases, mortality rates and future pension increases. Please refer to Note 6 for more details.

(3) Income tax

Uncertainties exist with respect to the interpretation of complex tax regulations and the amount and timing of future taxable income. Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. The Group establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities of the respective counties in which it operates. The amount of such provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective Group company's domicile.

Deferred tax assets are recognized for all carryforward of unused tax losses and unused tax credits and deductible temporary differences to the extent that it is probable that taxable profit will be available or there are sufficient taxable temporary differences against which the unused tax losses, unused tax credits or deductible temporary differences can be utilized. The amount of deferred tax assets determined to be recognized is based upon the likely timing and the level of future taxable profits and taxable temporary differences together with future tax planning strategies.

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

6. Contents of significant accounts

  • (1) Cash and cash equivalents
Cash and cash equivalents
As of December 31,
2014
2013
Cash on hand
$11,453
$10,758
Demand deposits
2,391,000
1,868,149
Total
2,402,453
1,878,907
Add: Allowance for foreign exchange gains
10,021
546
Net amount
$2,412,474
$1,879,453
Financial assets at fair value through profit or loss -Current
As of December 31,
2014
2013
Held for trading:
Derivatives not designated as hedging
instruments
Forward foreign exchange contracts
$14,318
$ -
Non-derivative financial assets
Fund
31,324
4,000
Total
45,642
$4,000
Less: Adjustments for change in value of
investment
(293)
-
Net amount
$45,349
$4,000
As of December 31,
2014
$11,453
2,391,000
2,402,453
10,021
$2,412,474
  • (2) Financial assets at fair value through profit or loss -Current

Financial assets held for trading were not pledged.

  • (3) Notes receivables
Notes receivables
Notes receivables
Less:
allowance for doubtful debts
Net amount
As of December 31,
2014 2013
$331,897
-
$331,897
$399,250
-
$399,250

Notes receivables were not pledged.

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(4) Trade receivables

Trade receivables
Trade receivables
Less: allowance for doubtful debts
Add: Allowance for foreign exchange gains
Total
Accounts receivable – related parties
Net amount
As of December 31,
2014 2013
$2,674,254
(6,150)
6,904
2,675,008
-
$2,675,008
$2,786,340
(12,253)
41,470
2,815,557
5,405
$2,820,962

Trade receivables were not pledged.

Trade receivables are generally on 60-120 day terms. The movements in the provision for impairment of trade receivables are as follows:

As of January 1, 2014
Charge/reversal for the current period
Write off due to uncollection
As of December 31 2014
As of January 1, 2013
Charge/reversal for the current period
Write off due to uncollection
As of December 31, 2013
Individually
impaired
Collectively
impaired
Total
$ -
-
-
$6,150
8,353
(2,250)
$6,150
8,353
(2,250)
$ - $12,253 $12,253
$ -
-
-
$27,311
(4,265)
(16,896)
$27,311
(4,265)
(16,896)
$ - $6,150 $6,150

Impairment loss that was individually determined for the years ended December 31, 2014 and 2013, arose due to the fact that the counterparty was in financial difficulties. The amount of impairment loss recognized was the difference between the carrying amount of the trade receivable and the present value of its expected recoverable amount. The Group does not hold any collateral for such trade receivables. There was no impairment loss of individually accounts receivable for the years ended December 31 2014 and 2013.

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Ageing analysis of trade receivables and trade receivables-related parties that are past due as at the end of the reporting period but not impaired is as follows:

As of
December 31,
Neither past due
nor impaired
Past due but not impaired due but not impaired Total
<=30 days 31~60 days 61~90 days 91~120 days >=121 days
2014
2013
$2,715,718
$2,561,856
$59,764
$68,340
$14,867
$23,985
$5,259
$6,867
$7,649
$7,589
$17,705
$6,371
$2,820,962
$2,675,008

(5) Inventories

Raw materials
Supplies & parts
Work in progress
Finished goods
Merchandise
Total
Less: allowance for inventory valuation
losses
Net amount
As of December 31,
2014
2013
$731,066
$662,494
7,282
5,940
142,280
92,972
489,043
529,166
636,080
402,378
2,005,751
1,692,950
(69,439)
(63,722)
$1,936,312
$1,629,228
As of December 31,
2014
2013
$731,066
$662,494
7,282
5,940
142,280
92,972
489,043
529,166
636,080
402,378
2,005,751
1,692,950
(69,439)
(63,722)
$1,936,312
$1,629,228
2014
$731,066
7,282
142,280
489,043
636,080
2,005,751
(69,439)
$1,936,312
$662,494
5,940
92,972
529,166
402,378
1,692,950
(63,722)
$1,629,228

The inventory cost recognized as expenses for the years ended December 31, 2014 and 2013 were $9,112,319 and $8,287,168, respectively. The price reduction (recovery) of inventories related to cost of goods sold were $5,717 and (9,434).

Gain from price recovery of inventories was due to the deposited obsolete products and the net realized value recovery for the year ended December 31, 2013.

No inventories were pledged.

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(6) Available-for-sale financial assets

INPAQ Technology Co., Ltd.
Add:Unrealized gain or loss on available
-for-sale financial assets
Less: accumulated impairment-
available-for-sale financial assets
Net amount
As of December 31, As of December 31,
2014
$168,381
15,056
(7,991)
$175,446
2013
$ 266,656
-
(12,655)
$ 254,001

Available-for-sale financial assets were not pledged.

(7) Financial assets measured at cost

Financial assets at fair value through profit or
loss
Top Taiwan VII Venture Capital Co., Ltd.
Top Taiwan III Venture Capital Co., Ltd.
Top Taiwan II Venture Capital Co., Ltd.
General Research Of Electronics Inc.
Shanghai Guoshun Shimen Investment
Center (limited partnership)
Niigata Seimitsu Co., Ltd.
Ultracap Technologies Co., Ltd.
Dynahz Technologies Co., Ltd.
Sintex Material Co., Ltd
Bandrich, Inc.
Argosy (Beijing) Technologies Co., Ltd.
Actmax Technologies Inc.
Taiwan B2C Co., Ltd.
Total
Less: accumulated impairment - financial
assets measured at cost
Net amount
As of December 31, As of December 31,
2014 2013
$60,750
50,000
45,000
23,184
19,789
13,460
12,667
6,150
4,500
4,125
2,264
1,441
1,500
244,830
(33,376)
$211,454
$60,750
50,000
40,000
23,184
20,450
13,460
12,667
6,150
4,500
4,125
2,398
1,441
-
239,125
(33,850)
$205,275

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The fair value of the above investments in unlisted entities are not reliably measurable as the variability in the range of reasonable fair value measurements is significant for the instrument and the probabilities of the various estimates within the range cannot be reasonably assessed and used when measuring fair value. Therefore these investments are measured at cost.

Financial assets measured at cost were not pledged.

(8) Investments accounted for using the equity method

The following table lists the investments accounted for using the equity method of the Group:

Investees
Investments in associates:
Listed (OTC) company
Argocy Research Inc.
Non listed(OTC) company
Top Taiwan IV Venture
Capital Co., Ltd
Korea Sinbon
Electronics Co Ltd.
Total
As of December 31, As of December 31, As of December 31,
2014
Carrying
amount
Percentage
of ownership
(%)
$227,449
20.82%
173,718
20.00%
18,754
37.50%
$419,921
2013
Carrying
amount
$227,449
173,718
18,754
$419,921
Carrying
amount
$214,785
184,281
18,971
$418,037
Percentage
of ownership
(%)
20.90%
20.00%
37.50%

Share of profit or loss of associates and joint ventures were $30,992 and $22,725 for the years ended December 31, 2014 and 2013, respectively. Share of other comprehensive income of associates and joint ventures were $8,412 and $22,183 for the years ended December 31, 2014 and 2013, respectively.

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The carrying amount of investments in the associates for which there are published price quotations amounted to $227,449 and $214,785 as of December 31, 2014 and 2013, respectively. The fair values of these investments were $319,326 and $229,215 as of December 31, 2014 and 2013, respectively.

No investment in the associate was pledged.

The following table illustrates summarized financial information of the Group’s investment in the associates:

Total assets (100%)
Total liabilities (100%)
Revenue (100%)
Profit (loss) (100%)
As of December 31,
2014
2014
$1,312,933
$150,742

(9) Property, plant and equipment

Cost:
As of January 1, 2014
Additions
Disposals
Exchange differences
Other changes
As of December 31, 2014
As of January 1, 2013
Additions
Disposals
Exchange differences
Other changes
As of December 31, 2013
Land
$114,547
32,429
-
-
-
$146,976
$114,547
-
-
-
-
$114,547
Buildings
$1,121,793
36,542
-
30,785
(493)
$1,188,627
$1,068,922
2,733
(630)
46,163
4,605
$1,121,793
Machinery
and
equipment
$969,685
52,661
(89,844)
18,085
2,196
$952,783
$918,307
51,166
(53,936)
53,812
336
$969,685
Office
equipment
$90,212
8,380
(9,874)
2,472
-
$91,190
$92,599
9,148
(5,476)
(7,279)
1,220
$90,212
Transportati
on
equipment
Other
equipment
$130,349
30,613
(7,268)
6,484
-
$160,178
$109,751
23,578
(10,304)
4,935
2,389
$130,349
Leasehold
improveme
nts
$124,300
-
-
3,973
-
$128,273
$117,733
-
-
6,567
-
$124,300
Construction
in progress
and
equipment
pending
inspection
$12,293
198
-
(1,621)
-
$10,870
$10,481
1,637
(425)
600
-
$12,293
Total
$40,125
4,294
(1,471)
(678)
785
$2,603,304
165,117
(108,457)
59,500
2,488
$43,055 $2,721,952
$25,566
4,281
(2,594)
12,872
-
$2,457,906
92,543
(73,365)
117,670
8,550
$40,125 $2,603,304

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Depreciation and
impairment:
As of January 1, 2014
Depreciation
Impairment losses
Disposals
Exchange differences
Other changes
As of December 31, 2014
As of January 1, 2013
Depreciation
Impairment losses
Disposals
Exchange differences
Other changes
As of December 31, 2013
Net carrying amount as
of December 31,
2014
2013
Land
$ -
-
-
-
-
-
$ -
$ -
-
-
-
-
-
$ -
$146,976
$114,547
Buildings
$357,648
46,903
-
-
20,997
-
$425,548
$290,163
43,802
-
(24)
21,230
2,477
$357,648
$763,079
$764,145
Machinery
and
equipment
$507,944
82,974
(5,252)
(54,462)
34,531
-
$565,735
$441,878
88,972
(8,958)
(27,992)
14,044
-
$507,944
$387,049
$461,741
Office
equipment
$65,577
8,821
-
(7,165)
(2,340)
(1,329)
$63,564
$56,542
10,035
-
(4,658)
3,658
-
$65,577
$27,626
$24,635
Transportati
on
equipment
Other
equipment
$69,873
17,464
-
(5,465)
(8,742)
-
$73,130
$48,427
15,040
-
(8,887)
15,293
-
$69,873
$87,048
$60,476
Leasehold
improveme
nts
$24,071
5,552
-
-
819
-
$30,442
$17,642
5,512
-
134
783
-
$24,071
$97,831
$100,229
Construction
in progress
and
equipment
pending
inspection
$-
-
-
-
-
-
$ -
$ -
-
-
-
-
-
$-
$10,870
$12,293
Total
$23,353
6,170
-
(1,393)
(3,933)
-
$1,048,466
167,884
(5,252)
(68,485)
41,332
(1,329)
$24,197 $1,182,616
$4,479
6,282
-
(2,432)
15,024
-
$859,131
169,643
(8,958)
(43,859)
70,032
2,477
$23,353 $1,048,466
$18,858 $1,539,336
$16,772 $1,554,838

Please refer to Note 8 for more details on property, plant and equipment under pledge.

There is no capitalization of interest due to purchase of property, plant and equipment

Components of building that have different useful lives are the main building structure and air conditioning, which are depreciated over 50 years and 25 years, respectively.

(10) Other non-current assets


Long-term prepaid rent
Refundable deposits
Prepayment for equipment
Other long-term investment
Other assets
Total
As of December 31,
2014
2013
$46,187
$45,822
22,171
21,820
18,699
15,865
2,361
2,361
68,881
59,369
$158,299
$145,237
As of December 31,
2014
2013
$46,187
$45,822
22,171
21,820
18,699
15,865
2,361
2,361
68,881
59,369
$158,299
$145,237
2014
$46,187
22,171
18,699
2,361
68,881
$158,299
$45,822
21,820
15,865
2,361
59,369
$145,237

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Long-term prepaid rents were payments for land use rights as of December 31, 2014 and 2013.

No other non-current assets was pledged.

(11) Short-term loans

As of December 31
2014
2013
Unsecured bank loans
$1,842,548
$1,330,911
For the years ended December 31,
2014
2013
Interest rates
0.78% - 6.16%
1.00% - 6.57%
due date
104/01/05 – 104/06/26
2014/01/09 – 2014/07/26
As of December 31
2014
2013
Unsecured bank loans
$1,842,548
$1,330,911
For the years ended December 31,
2014
2013
Interest rates
0.78% - 6.16%
1.00% - 6.57%
due date
104/01/05 – 104/06/26
2014/01/09 – 2014/07/26
As of December 31
2014
2013
$1,842,548
$1,330,911
ended December 31,
As of December 31
2014
2013
$1,842,548
$1,330,911
ended December 31,
2014 2013
1.00% - 6.57%
2014/01/09 – 2014/07/26

The Group’s unused short-term lines of credits amounted to $503,067 and $667,154 as of December 31, 2014 and 2013, respectively.

(12) Financial liabilities at fair value through profit or loss

Held for trading:
Derivatives not designated as hedging
Instruments
Forward foreign exchange contracts
Embedded derivatives-bond
Total
Current
Non-current
Total
As of December 31, As of December 31,
2014
$27,802
1,950
$29,752
$27,802
1,950
$29,752
2013
$13,449
-
$13,449
$13,449
-
$13,449

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(13) Bonds payable

ds payable
Liability component:
Principal amount
Discounts on bonds payable
Subtotal
Less: current portion
Net
Embedded derivative
Equity component
As of December 31,
2014 2013
$ -
-
-
-
$-
$-
$-
$300,000
(11,560)
$288,440
-
$288,440
$1,950
$11,475

Issuance of convertible bonds :

On June 23, 2014, the Company issued zero coupon unsecured convertible bonds. The terms of the convertible bonds were evaluated to include a liability component, embedded derivatives (a call option and a put option) and an equity component (an option for conversion into issuer’s ordinary shares). The terms of the bonds are as follows:

Issue amount: $300,000

Period: June 23, 2014 ~ June 23, 2017

Conversion price: NT$46.9

Redemption clauses:

The Company may redeem the bonds, in whole or in part, after 1 month of the issuance and prior to 40 days before the maturity date, at the principal amount of the bonds with an interest calculated at the rate of 0% per annum (early redemption conversion price) if the closing price of the Company’s ordinary shares on the Taiwan Stock Exchange (TWSE) for a period of 30 consecutive trading days, is at least 130% of the conversion price.

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(14) Long-term loans

Details of long-term loans as of December 31, 2014 and 2013 are as follows:

Lenders As of December
31, 2014

Interest Rate(%)
Maturity date and terms of
repayment
The Bank of Tokyo-Mitsubishi
UFJ,Ltd
The Bank of Tokyo-Mitsubishi
UFJ,Ltd
Total
Lenders

$7,600

4,566
0.9%
0.9%

Interest Rate(%)
Effective August 7, 2013 to July 9,
2018. Principal is repaid in 3
monthly payments with interest
payments due monthly.
Effective July 25, 2014 to July 7,
2017. Principal is repaid in 3
monthly payments with interest
payments due monthly.
Maturity date and terms of
repayment
$12,166
As of December
31, 2013
DBS
and
seven
lending
institutions
of
syndicated
credits
The Bank of Tokyo-Mitsubishi
UFJ,Ltd
Subtotal
Less: current portion
Total


$518,000

10,460
90 day average short-term
interest rate of Taiwan’s
secondary market posted by
Reuters + 1.2% floating rate
0.9%
Effective September 1, 2011 to
September 1, 2016. Principal is
repaid in 15 quarterly payments
with interest payments due
monthly.
Effective August 7, 2013 to July 7,
2018. Principal is repaid in 3 year
payments with interest payments
due monthly.
528,460
(182,000)
$346,460

In September 2011,the Company has entered into a syndicated loan agreement with DBS and seven lending institutions of syndicated credits which contain the following restrictive covenants at each end of a quarter, the sixth month, and the year during the term of the loan:

-164-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • i. The Current Ratio shall not be lower than 100%;

  • ii. The Liability Ratio shall not be higher than 160%;

  • iii. The Times of Interest Coverage shall not be lower than 4 times;

  • iv. The Tangible Net Value shall not be less than 2.5 billion.

Certain land and buildings were pledged as first-lien security for secured bank loans with DBS and seven lending institutions of syndicated credits. Please refer to Note 8 for more details.

(15) Long-term Deferred Revenue

Beginning balance
Amortization
Exchange effect
Ending Balance
Deferred revenue - related to assets
For the years ended
December 31,
2014
2013
$19,184
$18,512
(423)
(410)
641
1,082
$19,402
$19,184
As of December 31,
For the years ended
December 31,
2014
2013
$19,184
$18,512
(423)
(410)
641
1,082
$19,402
$19,184
As of December 31,
2014
$19,402
2013
$19,184

Government grants have been received for the purchase of certain items of property, plant and equipment. There are no unfulfilled conditions or contingencies attached to these grants.

  • (16) Post-employment benefits

Defined contribution plan

The Company and its domestic subsidiaries adopt a defined contribution plan in accordance with the Labor Pension Act of the R.O.C. Under the Labor Pension Act, the Company and its domestic subsidiaries will make monthly contributions of no less than 6% of the employees’ monthly wages to the employees’ individual pension accounts. The Company and its domestic subsidiaries have made monthly contributions of 6% of each individual employee’s salaries or wages to employees’ pension accounts.

Subsidiaries located in the People’s Republic of China will contribute social

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

welfare benefits based on a certain percentage of employees’ salaries or wages to the employees’ individual pension accounts.

Pension benefits for employees of overseas subsidiaries and branches are provided in accordance with the local regulations.

Expenses under the defined contribution plan for the years ended December 31, 2014 and 2013 were $14,113 and $13,593, respectively.

Defined benefits plan

The Company and its domestic subsidiaries adopt a defined benefit plan in accordance with the Labor Standards Act of the R.O.C. The pension benefits are disbursed based on the units of service years and the average salaries in the last month of the service year. Two units per year are awarded for the first 15 years of services while one unit per year is awarded after the completion of the 15th year. The total units shall not exceed 45 units. Under the Labor Standards Act, the Company and its domestic subsidiaries contribute an amount equivalent to 2% of the employees’ total salaries and wages on a monthly basis to the pension fund deposited at the Bank of Taiwan in the name of the administered pension fund committee.

Pension costs recognized in profit or loss for the years ended December 31 2014 and 2013:

Current period service costs
Interest cost
Expected return on plan assets
Past service cost
Total
For the years ended
December 31,
For the years ended
December 31,
2014 2013
$2,203
2,652
(1,165)
-
$1,944
1,626
(947)
-
$3,690 $2,623

The benefit expense under the defined benefits plan recognized in the statement of comprehensive income:

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Operating costs
Selling expenses
Administrative expenses
Research and development expenses
Total
For the years ended
December 31,
For the years ended
December 31,
2014 2013
$1,101
731
773
1,085
$735
547
549
792
$3,690 $2,623

The cumulative amount of actuarial gains and losses recognized in other comprehensive income is as follows:

Balance as of January 1
Actuarial gains and losses for the period
Balance as of December 31
2014 2013
$(31,326)
(1,971)
$(10,405)
(20,921)
$(33,297) $(31,326)

Reconciliation of liability (asset) of the defined benefit plan is as follows:

Defined benefit obligation
Plan assets at fair value
Funded status
Unrecognized past service cost
Accrued pension liabilities recognized on the
consolidated balance sheets
As of December, 31 As of December, 31
2014 2013
$132,635
(58,267)
74,368
-
$74,368
$139,637
(63,280)
76,357
-
$76,357

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Changes in present value of the defined benefit obligation are as follows:

2014
Defined benefit obligation at January 1
$132,635
Current service cost
2,203
Interest cost
2,652
Benefits paid
-
Actuarial losses
2,147
Defined benefit obligation at December 31
$139,637
Changes in fair value of plan assets are as follows:
2013
$108,409
1,944
1,626
-
20,656
$132,635
Plan assets, at fair value at January 1
Expected return on plan assets
Contributions by employer
Benefits paid
Actuarial losses
Plan assets, at fair value at December 31
2014
$58,267
1,165
3,672
-
176
$63,280
2013
$54,105
947
3,480
-
(265)
$58,267

The Group expects to contribute $3,378 to its defined benefit plan during the 12 months beginning after December 31, 2014.

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The major categories of plan assets as a percentage of the fair value of total plan assets are as follows:

(a) Cash
(b) Equity instruments
(c) Debt instruments
(d) Others
Pension plan (%) as of
December 31,
Pension plan (%) as of
December 31,
2014
19
11
15
55
2013
24
9
15
52

The actual returns on plan asset of the Group were $1,341 and $682 for the years ended December 31, 2014 and 2013, respectively.

Employee pension fund is deposited under a trust administered by the Bank of Taiwan. The overall expected rate of return on assets is determined based on historical trend and analyst’s expectation on the asset’s return in its market over the obligation period. Furthermore, the utilization of the fund by the labor pension fund supervisory committee and the fact that the minimum earnings are guaranteed to be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks are also taken into consideration in determining the expected rate of return on assets.

The principal assumptions used in determining the Group’s defined benefit plan are shown below:

plan are shown below:
Discount rate
Expected rate of return on
plan assets
Expected rate of salary
increases
As of December 31,
2014 2013
2.00%
2.00%
3.00%
2.00%
2.00%
3.00%

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

A 0.5 percentage point change in discount rate on defined benefit obligation:

Effect on the defined benefit obligation For theyear ended December 31, For theyear ended December 31, For theyear ended December 31, For theyear ended December 31,
2014 2013
Discount
rate
Increase
By0.5%
Discount
rate
Decrease
By0.5%
Discount
rate
Increase
By0.5%
Discount
rate
Decrease
By0.5%
$(9,817) $10,803 $(10,261) $11,424

Other information on the defined benefit plan is as follows:

Defined benefit obligation at present value
Plan assets at fair value
Surplus (deficit) in plan
Experience adjustments on plan liabilities
Experience adjustments on plan assets
For theyears ended December 31, For theyears ended December 31, For theyears ended December 31,
2014
$139,637
(63,280)
$76,357
$2,147
(176)
2013
$132,635
(58,267)
$74,368
$5,159
265
2012
$108,409
(54,105)
$54,304
$9,822
583

(17) Equities

  • (a) Common stock

The Company had 450,000 thousand shares authorized to be issued as of December 31, 2014 and 2013, of which 207, 670 thousand shares were issued as of December 31, 2014 and 2013, respectively, each at a par value of NT$10.

  • (b) Capital surplus
Capital surplus
Premium on convertible bonds
Treasury share transactions
Share of changes in net assets of
associates
and
joint
ventures
accounted for using the equity method
Premium from merger
Share options
Total
As of December 31,
2014
$732,796
5,749
(3,930)
705
11,475
$746,795
2013
$795,097
5,749
(3,930)
705
-
$797,621

According to the Company Act, the capital reserve shall not be used except for making good the deficit of the company. When a

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

company incurs no loss, it may distribute the capital reserves related to the income derived from the issuance of new shares at a premium or income from endowments received by the company. The distribution could be made in cash or in the form of dividend shares to its shareholders in proportion to the number of shares being held by each of them.

(c) Legal reserve

The Company Act provides that companies must retain at least 10% of their annual earnings, as defined in the Act, until such retention equals the amount of paid-in capital. This retention is accounted for as a legal reserve account. When the Company incurs no loss, it may distribute the portion of legal serve which exceeds 25% of the paid-in capital by issuing new shares or by cash in proportion to the number of shares being held by each of the shareholders.

(d) Special reserve

When the Company distributed the earnings of 2012 and 2013, it shall set aside supplemental special reserve based on the difference between the amount already set aside and other net deductions from shareholders’ equity. For any subsequent reversal of other net deductions from shareholders’ equity, the amount reversed may be distributed.

On a public company's first-time adoption of the TIFRS, for any unrealized revaluation gains and cumulative translation adjustments (gains) recorded to shareholders’ equity that the company elects to transfer to retained earnings by application of the exemption under IFRS 1, the company shall set aside an equal amount of special reserve. Following a company’s adoption of the TIFRS for the preparation of its financial reports, when distributing distributable earnings, it shall set aside special reserve, from the profit/loss of the current period and the undistributed earnings from the previous period, in the amount equal to “other net deductions from shareholders’ equity for the current fiscal year, provided that if the company has already set aside special reserve according to the requirements in the preceding point, it shall set aside supplemental special reserve based on the difference between the amount already set aside and other net deductions from shareholders’ equity. For any subsequent reversal of other net deductions from shareholders’ equity, the amount reversed may be distributed.

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • (e) As of the year ended 1 January 2014, the Company’s first-time adoption of the special reserve was $134,446. The Company did not reverse any special reserve as a result of using, disposing of or reclassifying related assets.

  • (f) Retained earnings and dividend policies

  • i. According to the Company’s Articles of Incorporation, the appropriations of retained earnings consisted of the following:

The revised Company Act, effective January 2013, provides that the appropriation for legal capital reserve shall be made until the reserve equals the company’s paid-in capital. The reserve may be used to offset a deficit, or be distributed as dividends in cash or stocks for the portion in excess of 25% of paid-in capital if the Company incurs no loss.

  • 1 Appropriation between 1% and 15% as bonus to employees;

  • 2 Appropriation as directors' and supervisors' bonuses not higher than 3% of the earnings;

  • 3 Other appropriation to shareholders.

As the Company’s industry is undergoing a growth development stage to reach higher growth, additional funding may be required in the near future. The Company will not distribute cash dividends higher than 20% of total appropriation to shareholders. In the event that the Company receives sufficient funds for current year’s capital expenditure, more than 50% of total dividends to shareholders will be distributed as cash dividends.

  • ii. For the years ended 2014 and 2013, the Company has estimated the amounts of the employee bonuses and remuneration to directors as follows:
Employee bonus-cash
Directors’ remuneration
2014
$16,000
11,500
$27,500
2013
$12,500
10,000
$22,500

The estimates were based on post-tax net income of the period

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

and the Company’s Articles of Incorporation, and considered factors such as appropriation to legal reserve, etc. The estimated employee bonuses and remuneration to directors and supervisors were recognized as operating costs or operating expense for the period. If the Board modified the estimates significantly in the subsequent periods, the Company will recognize the change as an adjustment to current income. The difference between the estimation and the number resolved at the shareholders’ meeting will be recognized in profit or loss of the subsequent year. The number of shares distributed as share dividends was calculated based on the closing price one day earlier than the date of shareholders’ meeting and considered the impacts of ex-right/ex-dividend.

The distributions of cash dividend, employee bonus and directors’ remuneration for 2014 and 2013 were approved through the board of directors’ meeting and the stockholders’ meeting held on March 13, 2015 and June 12, 2014, respectively. The details of distribution are as follows:

Cash Dividend
Employee bonus – Cash (in thousand NT$)
Directors’ remuneration (in thousand NT$)
2014
NT$2.8 per share
16,000
11,500
2013
NT$2.2 per share
12,500
10,000

The stockholders’ meeting held on June 12, 2014 resolved to distribute cash in the amount of $62,301 from additional paid-in capital, at approximately NT$0.3 per share.

The aforementioned 2013 employee bonuses and remuneration to directors approved during stockholders’ meeting were consistent with the estimated amount in the financial statements for the year ended December 31, 2013.

Information on the board of directors’ recommendations and shareholders’ approval regarding the employee bonuses and remuneration to directors and supervisors can be obtained from the “Market Observation Post System” on the website of the TWSE.

  • (e) Non-controlling interests

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Beginning balance
Profit (loss) attributable to
non-controlling interests
Other comprehensive income,
attributable to non-controlling
interests, net of tax:
Exchange differences resulting from
translating the financial statements
of a foreign operation
Increase (decrease) in non-controlling
interests
Ending balance
For theyears ended December 31 For theyears ended December 31
2014
$80,797
(18,805)
3,067
-
$65,059
2013
$138,187
(54,837)
(9,810)
7,257
$80,797

(18) Operating revenue

Sale revenue
Less:
Sales
returns,
discounts
and
allowances
Total
For theyears ended December 31 For theyears ended December 31
2014
$11,680,010
(37,291)
$11,642,719
2013
$10,604,411
(49,150)
$10,555,261

(19) Summary of employee benefits, depreciation and amortization expenses by function for the years ended December 31, 2014 and 2013:

For theyears ended December For theyears ended December For theyears ended December 31,
2014 2013
Operating
costs
Operating
expenses
Total Operating
costs
Operating
expenses
Total
Employee benefits expense
Salaries $836,236 $703,418 $1,539,654 $594,943 $652,977 $1,247,920
Labor and health
insurance
56,981 97,571 154,552 39,425 78,850 118,275
Pension 8,378 22,047 30,425 5,241 21,403 26,644
Other employee benefits
expense
71,638 54,794 126,432 56,630 50,247 106,877
Depreciation 114,533 53,351 167,884 109,736 59,907 169,643
Amortization 12,663 47,346 60,009 24,537 41,540 66,077

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(20) Non-operating income and expenses

(a) Other income

Bad debt reversal
Interest income
Dividend income
Others
Total
For theyears ended December 31, For theyears ended December 31,
2014
$2,250
15,051
8,958
85,506
$111,765
2013
$16,896
6,754
5,630
125,557
$154,837

(b) Other gains and losses

Foreign exchange gains (losses), net
Loss on disposal of investments
Gain of financial instruments at fair value
through profit or loss
Other impairment losses
Loss on impairment of financial
instruments
Losses on disposal of property, plant and
equipment
Others
Total
For theyears ended December 31, For theyears ended December 31,
2014
$26,588
13,469
1,014
-
(343)
(22,663)
(27,309)
$(9,244)
2013
$57,630
(44,352)
86,647
(53,876)
(17,154)
(4,243)
(31,093)
$(6,441)

(a) Finance costs

Interest on loans from bank
Interest on bonds payable
Total finance costs
For the years ended December
31,
For the years ended December
31,
2014
$33,424
7,157
$40,581
2013
$37,040
35
$37,075

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(21) Components of other comprehensive income

For the year ended December 31, 2014:

Exchange differences resulting from translating
the financial statements of a foreign operation
Unrealized gains (losses) from available-for-sale
financial assets
Actuarial gains or losses on defined benefits plan
Share of other comprehensive income of
associates and joint ventures accounted for
using the equity method
Total of other comprehensive income
Arising during the
period
Reclassification
adjustments
during theperiod
Other
comprehensive
income, before
tax
Income tax
relating to
components of
other
comprehensive
income
Other
comprehensive
income, net of tax
$169,561
15,056
(1,971)
8,412
$ -
-
-
-
$169,561
15,056
(1,971)
8,412
$(27,775)
-
335
-
$141,786
15,056
(1,636)
8,412
$191,058 $- $191,058 $(27,440) $163,618

For the year ended December 31, 2013

Exchange differences resulting from translating
the financial statements of a foreign operation
Unrealized gains losses from available-for-sale
financial assets
Actuarial gains or losses on defined benefits plan
Share of other comprehensive income of
associates and joint ventures accounted for
using the equity method
Total of other comprehensive income
Arising during the
period
Reclassification
adjustments
during theperiod
Other
comprehensive
income, before
tax
Income tax
relating to
components of
other
comprehensive
income
Other
comprehensive
income, net of tax
$170,153
178,192
(20,921)
22,183
$ -
-
-
-
$170,153
178,192
(20,921)
22,183
$(33,341)
-
3,557
-
$136,812
178,192
(17,364)
22,183
$349,607 $- $349,607 $(29,784) $319,823

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(22) Income tax

The major components of income tax expense are as follows:

Income tax expense recognized in profit or loss

For the years ended
December 31,
2014
2013
Current income tax expense :
Current income tax charge
$255,764
$210,037
Adjustments in respect of current income tax
of prior periods
(638)
1,799
Deferred tax expense (income):
Deferred tax expense (income) relating to
origination and reversal of temporary
differences
13,449
46,782
Total income tax expense
$268,575
$258,618
Income tax relating to components of other comprehensive income
For the years ended
December 31,
2014
2013
Deferred tax expense (income):
Unrealized gains (losses) from
available-for-sale financial assets
$27,775
$33,340
Actuarial gains or losses on defined benefits
plan
(335)
(3,556)
Income tax relating to components of other
comprehensive income
$27,440
$29,784
For the years ended
December 31,
For the years ended
December 31,
2013
$210,037
1,799
46,782
$258,618

Deferred tax expense (income):
Unrealized gains (losses) from
available-for-sale financial assets
Actuarial gains or losses on defined benefits
plan
Income tax relating to components of other
comprehensive income
2014
$27,775
(335)
$27,440
2013
$33,340
(3,556)
$29,784

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

A reconciliation between tax expense and the product of accounting profit multiplied by applicable tax rates is as follows:

multiplied by applicable tax rates is as follows:
Accounting profit (loss) before tax from
continuing operations
Tax at the domestic rates applicable to profits in
the country concerned
Tax effect of expenses not deductible for tax
purposes
10% surtax on undistributed retained earnings
Adjustments in respect of current income tax of
prior periods
Total income tax expense recognized in profit or
loss
For the years ended
December 31,
2014
$1,043,522
$284,036
(40,377)
25,554
(638)
$268,575
2013
$867,044
$269,872
(19,876)
6,823
1,799
$258,618

Deferred tax assets (liabilities) relate to the following:

For the year ended December 31, 2014

Temporary differences
Exchange differences on translation of foreign
operations
Unrealized foreign exchange gains or losses
loss from price recovery (reduction) of inventories
Revaluations of financial assets and liabilities at fair
value through profit or loss
Investments accounted for using the
equity method
Actuarial gains or losses on defined benefits plan
Pension cost
Convertible Bond
Allowance for doubtful accounts
Impairment on financial instruments
Deferred tax income/ (expense)
Net deferred tax assets/(liabilities)
Reflected in balance sheet as follows:
Deferred tax assets
Deferred tax liabilities
Balance as of
January1
$(42,735)
(667)
2,203
1,768
(114,134)
5,325
7,317
756
(53)
2,916
$(137,304)
$28,175
$165,479
Recognized in
profit or loss
$10,118
(1,757)
(511)
(3,676)
(15,116)
-
3
(756)
455
(2,209)
$(13,449)
Recognized in
other
comprehensive
income
$(27,775)
-
-
-
-
335
-
-
-
-
$(27,440)
Balance as of
June 30
$(60,392)
(2,424)
1,692
(1,908)
(129,250)
5,660
7,320
-
402
707
$(178,193)
$30,342
$208,535

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

For the year ended December 31, 2013

Temporary differences
Exchange differences on translation of foreign
operations
Unrealized foreign exchange gains or losses
loss from price recovery (reduction) of inventories
Revaluations of financial assets and liabilities at fair
value through profit or loss
Investments accounted for using the
equity method
Unrealized intragroup profits and losses
Actuarial gains or losses on defined benefits plan
Pension cost
Convertible Bond
Allowance for doubtful accounts
Impairment on financial instruments
Deferred tax income/ (expense)
Net deferred tax assets/(liabilities)
Reflected in balance sheet as follows:
Deferred tax assets
Deferred tax liabilities
Balance as of
January1
$(15,305)
15,573
2,300
6,798
(82,330)
1,581
2,640
7,249
756
-
-
$(60,738)
$29,647
$90,385
Recognized in
profit or loss
$5,910
(16,240)
(97)
(5,030)
(31,804)
(1,581)
(871)
68
-
(53)
2,916
$(46,782)
Recognized in
other
comprehensive
income
$(33,340)
-
-
-
-
-
3,556
-
-
-
-
$(29,784)
Balance as of
June 30
$(42,735)
(667)
2,203
1,768
(114,134)
-
5,325
7,317
756
(53)
2,916
$(137,304)
$28,175
$165,479

Unrecognized deferred tax liabilities relating to the investment in subsidiaries

The Group did not recognize any deferred tax liability for taxes that would be payable on the unremitted earnings of the Group’s overseas subsidiaries, as the Group has determined that undistributed profits of its subsidiaries will not be distributed in the foreseeable future. As at December 31 2014, and December 31 2013, the taxable temporary differences associated with investment in subsidiaries, for which deferred tax liability has not been recognized, aggregated to $92,480, $71,268, respectively.

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Imputation credit information

Balances of imputation credit amounts As of December 31, As of December 31,
2014
$88,526
2013
$51,558

The expected creditable ratio for 2014 and the actual creditable ratio for 2013 were 14.02% and 11.16%, respectively.

Information of the Company’s earnings generated

Earnings generated in the year ended
December 31 1997
Earnings generated after the year ended
December 31 1997
Total
As of December 31, As of December 31,
2014
$382
1,249,441
$1,249,823
2013
$382
865,052
$865,434

The assessment of income tax returns

As of December 31, 2014, the assessment of the income tax returns of the Company and its subsidiaries is as follows:

The Company
Subsidiary- Kwan-Ze Corporation Ltd.
Subsidiary- Digi O2 International Co., Ltd.
Subsidiary- T-CONN Precision Co., Ltd.
The assessment of income tax
returns
Assessed and approved up to 2011
Assessed and approved up to 2012
Assessed and approved up to 2012
Assessed and approved up to 2012

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(23) Earnings per share

Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent entity by the weighted average number of ordinary shares outstanding during the year.

Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent entity (after adjusting for interest on the convertible preference shares) by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.

hares.
(a) Basic earnings per share
Profit attributable to ordinary equity holders of the
Company
Weighted average number of ordinary shares
outstanding for basic earnings per share (in
thousands) (note)
Basic earnings per share (NT$)
(b) Diluted earnings per share
Profit attributable to ordinary equity holders of the
Company
Add: Interest expense from convertible bonds
Profit attributable to ordinary equity holders of the
Company after dilution
Weighted average number of ordinary shares
outstanding for basic earnings per share (in
thousands)
Effect of dilution:
Employee bonus-stock (in thousands)
Convertible bonds (in thousands)
Weighted average number of ordinary shares
outstanding after dilution (in thousands)
Diluted earnings per share (NT$)
For the years ended
December 31,
2014
$793,752
207,670
$3.82
$793,752
5,941
$799,693
36
3,347
211,053
$3.79
2013
$663,263
207,588
$3.20
$663,263
35
$663,298
313
-
207,901
$3.19

Note: Weighted average number of ordinary shares is calculated at conversion date.

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

7. Related party transactions

  • (1) Significant transactions with related parties

  • (a) Purchases

Other related parties For the years ended
December 31,
For the years ended
December 31,
2014
$113,124
2013
$14,547

The purchase price from the above related parties was determined through mutual agreement based on the market rates. The payment terms from the related party suppliers are comparable with third party suppliers and are set between one to four months.

  • (b) Amounts owed to related parties
Other related parties As of December 31,
2014
2013
$28,567
$1,082
As of December 31,
2014
2013
$28,567
$1,082
2014
$28,567
$1,082
  • (c) Key management personnel compensation
Short-term employee benefits
Post-employment benefits
Total
For the years ended
December 31,
For the years ended
December 31,
2014
$104,502
30,425
$134,927
2013
$69,225
25,868
$95,093

8. Assets pledged as security

The following table lists assets of the Group pledged as security:

Assetspledged for security Carrying amount Carrying amount Secured liabilities
2014.12.31 2013.12.31
Property, plant and equipment - land
Property, plant and
equipment –buildings(carrying value)
Total
$ -
-
$114,547
115,435
Long-term loans
Long-term loans
$- $229,982

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

9. SIGNIFICANT CONTINGENCIES AND UNRECOGNIZED CONTRACT

COMMITMENTS

  • (1) The Company provided guarantees for subsidiaries’ financing to banks for the years ended December 31, 2014 and 2013. Please refer to Note 13.(1)(2).

  • (2) The Company’s facilities from DBS and seven lending institutions of syndicated credits made in September, 2011 was $700,000. For related commitment please refer to Note 6.(14).

10. SIGNIFICANT DISASTER LOSS

None.

11. SIGNIFICANT SUBSEQUENT EVENTS

None.

12. OTHERS

(1)Categories of financial instruments

Financial assets

Financial assets
Financial assets at fair value through profit or loss:
Forward foreign exchange contracts
Non-derivative financial assets
Subtotal
Available-for-sale financial assets:
Financial assets at fair value
Financial assets at cost-noncurrent
Subtotal
As of December 31,
2014
$14,318
31,324
45,642
175,446
205,275
380,721
2014
$ -
4,000
4,000
254,001
211,454
465,455

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Loans and receivables:
Cash and cash equivalents (exclude cash
on hand)
Notes and accounts receivable
Other receivables
Subtotal
Total
Financial liabilities
Financial liabilities at amortized cost:
Short-term loans
Notes and accounts payable
Bonds payable (include current portion)
long-term loans (include current portion)
Subtotal
Financial liabilities at fair value through profit or
loss:
Financial liabilities at fair value through profit
or loss-current - Forward foreign exchange
contracts
Embedded derivative financial instruments
-Bond
Subtotal
Total
As of December 31, As of December 31,
2014
2014
2,401,021
1,868,695
3,220,212
3,006,905
120,518
124,412
5,741,751
5,000,012
$6,168,114
$5,469,467
As of December 31,
2014
1,868,695
3,006,905
124,412
5,000,012
$5,469,467
2014 2013
$1,842,548
2,114,817
288,440
12,166
$1,330,911
1,916,990
-
528,460
4,257,971 3,776,361
27,802
1,950
13,449
-
29,752 13,449
$4,287,723 $3,789,810

(2) Financial risk management objectives and policies

The Group’s principal financial risk management objective is to manage the market risk, credit risk and liquidity risk related to its operating activates. The Group identifies measures and manages the

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

aforementioned risks based on the Group’s policy and risk appetite.

The Group has established appropriate policies, procedures and internal controls for financial risk management. Before entering into significant transactions, due approval process by the Board of Directors and Audit Committee must be carried out based on related protocols and internal control procedures. The Group complies with its financial risk management policies at all times.

(3) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of the changes in market prices. Market prices comprise currency risk, interest rate risk and other price risk (such as equity risk).

In practice, it is rarely the case that a single risk variable will change independently from other risk variable, there is usually interdependencies between risk variables. However the sensitivity analysis disclosed below does not take into account the interdependencies between risk variables.

Foreign currency risk

The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating activities (when revenue or expense are denominated in a different currency from the Group’s functional currency) and the Group’s net investments in foreign subsidiaries.

The Group has certain foreign currency receivables to be denominated in the same foreign currency with certain foreign currency payables, therefore natural hedge is received. The Group also uses forward contracts to hedge the foreign currency risk on certain items denominated in foreign currencies. Hedge accounting is not applied as they did not qualify for hedge accounting criteria. Furthermore, as net investments in foreign subsidiaries are for strategic purposes, they are not hedged by the Group.

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The foreign currency sensitivity analysis of the possible change in foreign exchange rates on the Group’s profit is performed on significant monetary items denominated in foreign currencies as at the end of the reporting period. The Group’s foreign currency risk is mainly related to the volatility in the exchange rates for USD and RMB.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s loans at variable interest rates and bank loans with fixed interest rates.

The Group manages interest rate risk by maintaining an appropriate portfolio of fixed and floating interest rates.

Equity price risk

The Group’s listed and unlisted equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Group’s listed equity securities are classified under available-for-sale financial assets, while unlisted equity securities are classified as financial assets measured at cost. The Group manages the equity price risk through diversification and placing limits on individual and total equity instruments. Reports on the equity portfolio are submitted to the Group’s senior management on a regular basis. The Group’s Board of Directors reviews and approves all equity investment decisions.

Pre-tax sensitivity analysis of changes in related risk factors for the years ended December 31, 2014 and 2013 are as follows:

For the year ended December 31, 2014

Main Risk
Foreign
currency risk
Interest rate
risk
Equity price
risk
Fluctuation
NTD/USD rate +/− 1%
NTD/RMB rate +/− 1%
Market rate +/− 10 basis
points
Stock price +/− 10%
Sensitivity of
profit/loss
+/−$8,211
+/− $164
+/− $1,850
-
Sensitivity of
equity
+/− $416仟
+/− $12,296
-
+/− $17,544

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

For the year ended December 31, 2013

Main Risk
Foreign
currency risk
Interest rate
risk
Equity price
risk
Main Risk
NTD/USD rate +/− 1%
NTD/RMB rate +/− 1%
Market rate +/− 10 basis
points
Stock price +/− 10%
Sensitivity of
profit/loss
+/−$34,749
+/− $9
+/− $1,859
-
Sensitivity of
equity
+/− $2,553
+/− $26,942
-
+/− $25,400

(4) Credit risk management

Credit risk is the risk that a counterparty will not meet its obligations under a contract, leading to a financial loss. The Group is exposed to credit risk from operating activities (primarily for accounts receivables and notes receivables) and from its financing activities, including bank deposits and other financial instruments.

Customer credit risk is managed by each business unit subject to the Group’s established policy, procedures and control relating to customer credit risk management. Credit limits are established for all customers based on their financial positions, ratings from credit rating agencies, historical experiences, prevailing economic condition and the Group’s internal rating criteria, etc. Certain customer’s credit risk will also be managed by taking credit enhancing procedures, such as requesting for prepayment or insurance.

As of December 31, 2014 and 2013, amounts receivables from top ten customers represented 27.20% and 23.47% of the total accounts receivables of the Group, respectively. The credit concentration risk of other accounts receivables is insignificant.

-187-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Credit risk from balances with banks, fixed income securities and other financial instruments is managed by the Group’s treasury in accordance with the Group’s policy. The Group only transacts with counterparties approved by the internal control procedures, which are banks and financial institutions, companies and government entities with good credit rating and with no significant default risk. Consequently, there is no significant credit risk for these counter parties.

(5) Liquidity risk management

The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of cash and cash equivalents, highly liquid equity investments, bank loans, convertible bonds and finance leases. The table below summarizes the maturity profile of the Group’s financial liabilities based on the contractual undiscounted payments and contractual maturity. The payment amount includes the contractual interest. The undiscounted payment relating to loans with variable interest rates is extrapolated based on the estimated interest rate yield curve as of the end of the reporting period.

Non-derivative financial instruments

As of December 31, 2014
Loans
Notes and accounts payable
As of December 31, 2013
Loans
Notes and accounts payable
Less than 1
year
$1,878,817
$2,114,817
$4,577
$1,540,884
$1,916,990
2 to 3years
$7,105
-
$295,423
$343,212
-
4 to 5years
$1,244
-
-
$10,685
-
> 5years
-
-
-
-
-
Total
$1,887,166
$2,114,817
$300,000
$1,894,735
$1,916,990

(6) Fair values of financial instruments

  • (a) the methods and assumptions applied in determining the fair value of financial instruments:

-188-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The fair value of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

  • i. The carrying amount of cash and cash equivalents, accounts receivables, accounts payable and other current liabilities approximate their fair value.

  • ii. For financial assets and liabilities traded in an active market with standard terms and conditions, their fair value is determined based on market quotation price (including listed equity securities and bonds) at the reporting date.

  • iii. Fair value of equity instruments without market quotations (including unquoted public company and private company equity securities) are estimated using the market method valuation techniques based on parameters such as recent fund raising activities, valuation of similar companies, individual company’s development, market conditions and other economic indicators.

  • iv. The fair value of derivative financial instrument is based on market quotations. For unquoted derivatives that are not options, the fair value is determined based on discounted cash flow analysis using interest rate yield curve for the contract period. Fair value of option-based derivative financial instruments is obtained using the option pricing model.

  • (b) Fair value of financial instruments measured at amortized cost

The carrying amount of the Group’s financial assets and liabilities measured at amortized cost approximate their fair value.

-189-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • (c) Assets measured at fair value

The following table contains the fair value of financial instruments after initial recognition and the details of the three levels of fair value hierarchy:

  • Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities

  • Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

  • Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.

As of December 31, 2014

As of December 31, 2014
Financial assets:
Financial assets at fair value through
profit or loss
Forward foreign exchange contracts
Fund
Available-for-sale financial assets:
Stock
Financial liabilities:
Financial liabilities at fair value through
profit or loss
Forward foreign exchange contracts
Embedded derivatives
Level 1
-
$31,324
$175,446
-
-
Level 2
$14,318
-
-
$27,802
$1,950
Level 3
-
-
-
-
-
Total
$14,318
$31,324
$175,446
$27,802
$1,950

-190-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

As at December 31, 2013
Financial assets:
Financial assets at fair value through
profit or loss
Fund
Available-for-sale financial assets:
Stock
Financial liabilities:
Financial liabilities at fair value through
profit or loss
Forward foreign exchange contracts
Level 1
$4,000
$254,001
-
Level 2
-
-
$13,449
Level 3
-
-
-
Total
$4,000
$254,001
$13,449

for the years ending December 31, 2014 and 2013, there were no transfers between Level 1 and Level 2 fair value measurements.

  • (7) The Group’s derivative financial instruments held for trading include forward currency contracts and embedded derivatives. The related information is as follows:

Forward currency contracts

The Group entered into forward currency contracts to manage its exposure to financial risk, but these contracts are not designated as hedging instruments. The table below lists the information related to forward currency contracts:

Items(bycontract)
As of December 31, 2014
Forward currency contract
Forward currency contract
Forward currency contract
Forward currency contract
Forward currency contract
Notional Amount
Buy call option
USD
2,900
Buy put option
USD
400
Sell call option
USD
1,050
Sell put option
USD
5,800
Cross currency
swaps
USD
11,00
0
Contract Period
From 2014/03/08 to 2015/12/09
From 2014/03/08 to 2015/09/07
From 2014/03/08 to 2015/09/07
From 2014/03/08 to 2015/12/09
From 2014/01/10 to 2016/01/14

As of December 31, 2013

-191-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Items(bycontract)
Forward currency contract
Forward currency contract
Forward currency contract
Notional Amount
Buy put option
USD
350
Sell call option
USD
2,100
Sell put option
USD
1,050
Contract Period
From 2013/01/04 to 2014/01/06
From 2013/01/04 to 2014/06/26
From 2013/01/07 to 2014/01/24
  1. Significant assets and liabilities denominated in foreign currencies

Information regarding the significant assets and liabilities denominated in foreign currencies is listed below:

Financial assets
Monetary items:
USD
RMB
EUR
Financial assets
Monetary items:
USD
RMB
EUR
As of December 31, As of December 31, 2014
NTD
$2,084,530
2,001,271
57,059
1,477,263
710,979
9,966
As of December 31, As of December 31, 2013
Foreign
currencies
$65,721
391,446
1,480
46,575
139,066
259
Foreign
exchange
rate
31.72
5.11
38.55
31.72
5.11
38.55
Foreign
currencies
63,117
348,301
805
28,719
199,937
329
Foreign
exchange
rate
29.95
4.95
41.29
29.95
4.95
41.29
NTD
1,890,368
1,723,123
33,245
860,130
989,132
13,569

(9) Capital management

The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholder value. The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust dividend payments to shareholders, return capital to shareholders or issue new shares.

-192-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

13. Other disclosure

  • (1) Information at significant transactions

  • (a) Financing provided to others for the year ended December 31, 2014: Please refer to Attachment 1.

  • (b) Endorsement/Guarantee provided to others for the year ended December 31, 2014: Please refer to Attachment 2.

  • (c) Securities held as of December 31, 2014: Please refer to Attachment 3.

  • (d) Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20 percent of the paid-in capital for the year ended December 31, 2014: None.

  • (e) Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20 percent of the paid-in capital for the year ended December 31, 2014: None.

  • (f) Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20 percent of the capital stock for the year ended December 31, 2014: None.

  • (g) Related party transactions for purchases and sales exceeding the lower of NT$100 million or 20 percent of the capital stock for the year ended December 31, 2014: Please refer to Attachment 4.

  • (h) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20 percent of capital stock as of year ended December 31, 2014: None.

  • (i) Financial instruments and derivative transactions: Please refer to Note 12. (7).

  • (j) The business relationship, significant transactions and amounts between parent company and subsidiaries: Please refer to Attachment 5.

-193-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • (2) Information on investees:

Names, locations, main businesses and products, original investment amount, investment as of December 31, 2014, net income (loss) of investee company and investment income (loss) recognized as of December 31, 2014: Please refer to Attachment 6.

  • (3) Information on investments in mainland China

Investment in Mainland China: Please refer to Attachment 7.

14. Segment information

For management purposes, the Group is organized into business units based on their products and services and has three reportable operating segments as follows:

  • (1) DMIS: The segment focuses on manufacturing and sale of cable assemblies.

  • (2) Component: The segment is in charge of selling various electronic connectors and electronic components.

  • (3) Headquarter Operating : The segment focuses on managing investment and other businesses beyond the scopes of DMIS and Component segments.

Operating segments are not aggregated to be reported as aforementioned operating segments.

The management monitors the operation results of its business units individually to make decisions on resource allocation and performance assessment. Segment performance is evaluated by its operating profit or loss and is measured in consistence with the operating profit or loss in the consolidated financial statements. However, the financial costs, financial income and income taxes are managed on a consolidated basis and are not allocated to operating units.

-194-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Transfer prices between operating segment are on an arm’s length basis in a manner similar to transactions with third parties.

  • (a) Information on profit or loss, assets and liabilities of the reportable segment:

For the year ended December 31, 2014

Revenue
External customer
Inter-segment
Total revenue
Segment profit
Segment assets
Segment liabilities
Cable Segment
$6,254,899
1,698,825
$7,953,724
$835,709
$4,906,734
$2,140,382
Electronic
Segment
Management
Operation
Segment

Adjustment and
cancellation
(note)
Consolidated
$4,091,820
51,859
$1,296,000
275,805
$-
(2,026,489)
$(2,026,489)
$-
$2,586,639
$76,357
$11,642,719
-
$4,143,679 $1,571,805 $11,642,719
$476,485 $(268,672) $1,043,522
$1,775,236 $1,218,222 $10,486,831
$918,109 $2,267,867 $5,402,715

Note: Inter-segment revenues were eliminated when consolidated.

For the year ended December 31, 2013

Revenue
External customer
Inter-segment
Total revenue
Segment profit
Segment assets
Segment liabilities
Cable Segment
$5,693,843
1,201,412
$6,895,255
$716,922
$4,466,482
$2,673,904
Electronic
Segment
Management
Operation
Segment

Adjustment and
cancellation
(note)
Consolidated
$3,471,472
47,408
$1,389,946
412,246
$-
(1,661,066)
$(1,661,066)
$-
$1,977,282
$74,368
$10,555,261
-
$3,518,880 $1,802,192 $10,555,261
$450,691 $(300,569) $867,044
$1,378,172 $1,563,228 $9,385,164
$794,191 $1,189,448 $4,731,911

Note: Inter-segment revenues were eliminated when consolidated.

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • (b) Information on reconciliations of revenue, profit or loss, assets, liabilities and other material items of reportable segments:

There’s no segment revenue, profit, assets, liabilities or significant items that needed to be reconciled for the years ended December 31, 2014 and 2013.

  • (c) Geographical information

  • i. Revenue from external customers:

For theyears ended December 31,
2014
2013
Mainland China (Hong Kong)
$7,152,919
$6,940,726
United States
1,216,713
959,021
Taiwan
711,689
507,950
Other countries
2,561,398
2,147,564
Total
$11,642,719
$10,555,261
For theyears ended December 31,
2014
2013
Mainland China (Hong Kong)
$7,152,919
$6,940,726
United States
1,216,713
959,021
Taiwan
711,689
507,950
Other countries
2,561,398
2,147,564
Total
$11,642,719
$10,555,261
For theyears ended December 31,
2014
2013
Mainland China (Hong Kong)
$7,152,919
$6,940,726
United States
1,216,713
959,021
Taiwan
711,689
507,950
Other countries
2,561,398
2,147,564
Total
$11,642,719
$10,555,261
2014 2013
$7,152,919
1,216,713
711,689
2,561,398
$6,940,726
959,021
507,950
2,147,564
$11,642,719 $10,555,261

The revenue information above is based on the location of the customers.

ii. Non-current assets:

Mainland China
United States
Taiwan
Other
Total
As of December 31, As of December 31,
2014 2013
$1,414,731
1,110,219
3,749
9,070
$1,412,012
1,194,727
4,083
5,704
$2,537,769 $2,616,526
  • (d) Information about major customers

There’s no sales revenue from a single customer accounting for over 10% of revenue on income statement for the years ended December 31, 2014 and 2013.

-196-

Attachment 1: Financing provided to others for the year ended December 31, 2014

No. Lender
(Note 1)
Counter-
party
Financial
statement
account
Related
Party
Maximum
balance for
the
period
Ending
balance
Actual
amount
provided
Interest
rate
Nature of
financing
Amount of sales
to
(purchases from)
counter-party
Reason for
short-term
financing
Allowance
for
doubtful
accounts
Collateral Collateral Limit of financing
amount
for individual
counter-party
(Note2)
Limit of total
financing
amount
(Note3)
Item Value
1 JYSB JY Sinact Other
receivables
Y $51,125 $51,125 $ - 2.85% Note 4 $ - Need for
operating
$ - - $ - $214,187 $856,746
1 JYSB BJSB Tongan Other
receivables
Y $51,125 $51,125 $ - 4.00% Note 4 $ - Need for
operating
$ - - $ - $214,187 $856,746
1 JYSB SZSB Other
receivables
Y $66,462 $66,462 $ - 0.00% Note 4 $ - Need for
operating
$ - - $ - $214,187 $856,746
2 BJSB BJSB Tongan Other
receivables
Y $51,125 $51,125 $ - 0.00% Note 4 $- Need for
operating
$ - - $ - $63,702 $254,808

Note 1: Transations above are all between consolidated entities in the Group and have been reversed.

Note 2: Limit of financing amount for individual counter-party is 10% of the net worth of the financial report audited by the certified public accountants as of 31 December 2014.

$2,141,865 x 10%=$214,187

$637,021x10%=$63,702

Note 3: Limit of total financing amount for individual counter-party is 40% of the net worth of the financial report audited by the certified public accountants as of 31 December 2014. $2,141,865x40%=$856,746

$637,021x40%=$254,808

Note 4: For short-term financing.

-197 -

Attachment 2: Endorsement/Guarantee provided to others for the year ended December 31, 2014

(Note 1)
No.
Endorsor/
Guarantor
Receiving party Receiving party Limit of
guarantee/endorseme
nt amount for
receiving party
(Note 3)
Maximum
balance for
the period
Ending
balance
Actual
amount
provided
Amount of
collateral
guarantee/
endorseme
nt
Percentage of
accumulated
guarantee amount to
net assets value from
the latest financial
statement
Limit of total
guarantee/
endorsement
amount
(Note 4)
Parent company's
guarantee/
endorsement
amount to
subsidiaries
(Note 5)
Subsidiaries'
guarantee/
endorsement
amount to parent
company
(Note 5)
Guarantee/
endorsement
amount to
company in
Mainland China
(Note 5)
Company name Releationship
(Note 2)
0 The Company JYSB 3 $2,007,623 $523,347 $523,347 $63,436 none 10.43% $5,019,057 Y N Y
0 The Company BJSB 2 $2,007,623 $414,773 $206,167 $ - none 4.11% $5,019,057 Y N Y
0 The Company BJSB Tongan 2 $2,007,623 $479,318 $479,318 $237,520 none 9.55% $5,019,057 Y N Y
0 The Company SHSB 3 $2,007,623 $31,718 $31,718 $ - none 0.63% $5,019,057 Y N Y
0 The Company TCSB 3 $2,007,623 $188,966 $158,590 $95,154 none 3.16% $5,019,057 Y N Y
0 The Company SZSB 3 $2,007,623 $63,436 $63,436 $ - none 1.26% $5,019,057 Y N Y
0 The Company JY Sinact 3 $2,007,623 $253,744 $253,744 $171,404 none 5.06% $5,019,057 Y N Y
0 The Company T-CONN Zhongshan 3 $2,007,623 $222,026 $222,026 $63,436 none 4.42% $5,019,057 Y N Y
0 The Company HK Sinact 3 $2,007,623 $63,436 $63,436 $31,718 none 1.26% $5,019,057 Y N N
0 The Company T-CONN Precision 3 $2,007,623 $126,872 $126,872 $ - none 2.53% $5,019,057 Y N N
0 The Company HK CMK 3 $2,007,623 $30,258 $ - $ - none - $5,019,057 Y N N
0 The Company S P L 3 $2,007,623 $31,718 $ - $ - none - $5,019,057 Y N N
  • Note 1: The Company and its subsidiaries are coded as follows:

  • The Company is coded "0".

  • The subsidiaries are coded consecutively beginning from "1" in the order presented in the table above.

  • Note 2: According to the "Guidelines Governing the Preparation of Financial Reports by Securities Issuers" issued by the R.O.C. Securities and Futures Bureau, receiving parties should be disclosed as one of the following:

  • A company that has a business relationship with the Company.

  • A subsidary in which the Company holds directly over 50% of equity interest.

  • An investee in which the Company and its subsidiaries hold over 50% of equity interest.

  • An investee in which the Company holds directly and indirectly over 50% of equity interest.

  • A company that has provided guarantees to the Company, and vice versa, due to contractual requirements.

  • An investee in which the Company conjunctly invests with other shareholders, and for which UMC has provided endorsement/guarantee in proportion to its shareholding percentage.

  • Note 3: Limit of guarantee/endorsement amount for receiving party is 40% of the net worth of the financial report audited by the certified public accountants as of 31 December 2014. $5,019,057x40%=$2,007,623

  • Note 4: Limit of total guarantee/ endorsement amount is 100% of the net worth of the financial report audited by the certified public accountants as of 31 December 2014.

  • Note 5: "Y" for the listed (OTC) parent company guarantees/endorses for subsidiary, subsidiary guarantees/endorses for the listed (OTC) parent company or guarantee/endorse for companies in Mainland China.

-198 -

Attachment 3: Securities held as of December 31, 2014 (Excluding subsidiaries, associates and joint ventures)

Holding
Company
Type and name of securities Relationship
(Note 1)
Financial statement account December 31, 2013 December 31, 2013 December 31, 2013 December 31, 2013 Note
Shares Book value Percentage of
ownership (%)
Fair value
The Company Top Taiwan VII Venture Capital Co., Ltd. - Financial assets measured at cost- noncurrent 6,000,000shares $60,750 3.06% Note 2 -
The Company Top Taiwan III Venture Capital Co., Ltd. - Financial assets measured at cost- noncurrent 5,000,000shares 50,000 4.06% Note 2 -
The Company Top Taiwan II Venture Capital Co., Ltd. - Financial assets measured at cost- noncurrent 4,000,000shares 40,000 5.00% Note 2 -
The Company General Research Of Electronics Inc. - Financial assets measured at cost- noncurrent 16,000shares 23,184 7.48% Note 2 -
The Company Niigata Seimitsu Co., Ltd. - Financial assets measured at cost- noncurrent 100,000shares 13,460 0.46% Note 2 -
The Company ULTRACAP Technologies Co., Ltd. - Financial assets measured at cost- noncurrent 791,667shares 12,667 4.28% Note 2 -
The Company DYNAHZ Technologies Co., Ltd. - Financial assets measured at cost- noncurrent 2,309,725shares 6,150 16.67% Note 2 -
The Company SINTEX Material Co., Ltd Head of this company and the
Company is the same person
Financial assets measured at cost- noncurrent 450,000shares 4,500 18.00% Note 2 -
The Company BANDRICH, INC. - Financial assets measured at cost- noncurrent 330,000shares 4,125 1.62% Note 2 -
SHSB Guo Shun Fund - Financial assets measured at cost- noncurrent - 19,789 - Note 2 -
SB BVI Argosy (Beijing) Technologies Co., Ltd. - Financial assets measured at cost- noncurrent - 2,264 12.00% Note 2 -
Kwan-Ze ACTMAX Technologies INC. - Financial assets measured at cost- noncurrent - 1,441 19.00% Note 2 -
Subtotal 238,330
Less: accumulated impairment (33,376)
Total $204,954
The Company INPAQ Technology Co., Ltd. The Company is it's director Available-for-sale financial assets-noncurrent 4,182,231shares $168,381 4.52% $175,446
Adjustments for change in value of investment $15,056
Less: accumulated impairment (7,991) -
Total $175,446

Note 1: Not required if the issuer of securities is not a related party.

Note 2: Financial assets do not have quoted prices in an active market and their fair value cannot be reliably measured

-199 -

Attachment 4: Related party transactions for purchases and sales exceeding the lower of NT$100 million or 20 percent of the capital stock for the year ended December 31, 2014

Related-
party
Counter-party Relationship Intercompany Transactions Intercompany Transactions Intercompany Transactions Intercompany Transactions Details of non-arm's
lengthtransaction
Details of non-arm's
lengthtransaction
Notes and accounts receivable
(payable)
Notes and accounts receivable
(payable)
Note
Purchases
(Sales)
Amount Percentage of
total
consolidated
purchase
(Sales)
Terms Unit price Terms Carrying
amount
Percentage of
total
consolidated
receivables
(payable)
The
Company
Jiangyin sinbon
Electronics Co.,
Ltd. (JYSB)
Subsidiary Purchase $1,169,194 31.82% Trading
condition is as
same as other
supplier
N/A N/A ($317,560) (33.83%)

Attachment 5: The business relationship, significant transactions and amounts between parent company and subsidiaries

No.
(Note 1)
Related-party Counter-party Relationship
with
the Company
(Note 2)
Transactions Transactions Transactions Transactions
Account Amount Terms Percentage of
consolidated operating
revenues or
consolidated total
assets(Note3)
0 The Company Jiangyin sinbon
Electronics Co.,
Ltd.(JYSB)
1 Prutcase $1,169,194 (Note 4) 10.04%
1 Jiangyin sinbon
Electronics Co.,
Ltd.(JYSB)
The Company 2 Sales $1,169,194 (Note 4) 10.04%
  • Note 1 : The Company is coded "0".The subsidiaries are coded consecutively beginning from "1" in the order presented in the table above.

  • Note 2 : Transactions are categorized as follows:

  • The holding company to subsidia

  • Subsidiary to holding company.

  • Subsidiary to subsidiary.

  • Note 3 : The percentage with respect to the consolidated asset/liability for transactions of balance sheet items are based on each item's balance at period-end. For profit or loss items, cumulative balances are used as basis.

  • Note 4 : The sales price to the above related parties was determined through mutual agreement based on the market conditions.

-200 -

Attachment 6: Names, locations, main businesses and products, original investment amount, investment as at December 31, 2014, net income (loss) of investee company and investment income (loss) recognized as of December 31, 2014: (Excluding investment in Mainland China)

Investor Investee company
(Note1 )
Address Main businesses and products Initial Investment Initial Investment Investment as of December 31, 2013 Investment as of December 31, 2013 Investment as of December 31, 2013 Net income (loss)
of
investee company
(Note1)
Investment
income (loss)
recognized (Note
1)
Note
(Note 1 )
Ending balance Beginning balance Number of
shares
Percentage of
ownership
(%)
Book value
The Company HKSB Hong Kong Manufacturing and selling a wide
variety of connectors, wires and
cables.
HKD95,606,000
$401,262
HKD95,606,000
$401,262
- 100.00% $585,463 $175,660 $175,660 Subsidiary
The Company JPSB Japan Selling a wide variety of
connectors, wires and cables.
JPY25,000,000
$5,008
JPY25,000,000
$5,008
350shares 70.00% $6,572 $1,775 $1,243 Subsidiary
The Company Kwan-Ze Taipei Country, Taiwan Holding company $235,600 $235,600 23,560,000shares 100.00% $296,366 $3,392 $3,392 Subsidiary
The Company Top Taiwan IV
Venture Capital Co.,
Ltd
Taipei City, Taiwan Holding company $160,000 $160,000 16,000,000shares 20.00% $173,718 $24,300 $4,860 Investee under
the equity
method
The Company SB BVI British Virgin Islands Holding company USD40,421,000
$1,321,747
USD38,921,000
$1,276,694
- 100.00% $2,978,959 $210,142 $210,142 Subsidiary
The Company Korea Sinbon
Electronics Co., Ltd.
Korea Selling a wide variety of
connectors, wires and cables.
USD$30,000
$1,019
USD$30,000
$1,019
- 37.50% $18,754 ($1,782) ($668) Investee under
the equity
method
The Company USSB U.S.A Florida Selling a wide variety of
connectors, wires and cables.
$ - $ - - 51.00% ($1,399) ($711) ($363) Subsidiary
The Company S A M O A Samoa Holding company USD3,143,000
$101,747
USD3,143,000
$101,747
- 51.51% $10,169 ($37) ($19) Subsidiary
The Company Argosy Technologies
Co., Ltd.
Hsinchu City,
Taiwan
Produce and sells a variety of
electronic components, computers
andperipheral equipment
$30,648 $30,648 2,945,034shares 3.50% $37,408 $128,225 $4,493 Investee under
the equity
method
The Company Worldwide
Wire Harnesses
Co., Ltd.
Samoa Logistic center. USD75,000
$2,451
USD75,000
$2,451
- 50.00% $5,724 $2,173 $1,086 Subsidiary
The Company S E L Mauritius Holding company USD 6,109,000
$192,742
USD 6,109,000
$192,742
- 64.48% $75,789 ($53,566) ($34,541) Subsidiary
The Company Sinbon
USA
LLC.
216th street SW,Suite D
Lynneood WA 98036
Logistic center. USD900,000
$27,864
$ - - 100.00% $27,933 ($588) ($588) Subsidiary
S E L HK CMK Hong Kong Selling a wide variety of
connectors and cables.
USD4,620,000
$136,429
USD4,620,000
$136,429
- 100.00% USD1,649,000
$52,318
$ - $ - Subsidiary
S E L T-CONN Hsinchu City,
Taiwan
Manufacturing and selling a wide
variety of connectors, wires and
cables.
$10,000 $10,000 - 100.00% USD595,000
$18,881
USD(260,000)
($7,903)
$ - Subsidiary
S E L S P L Mauritius Logistic center. USD 100,000
$3,228
USD 100,000
$3,228
- 100.00% USD2,063,000
$65,435
USD255,000
$7,736
$ - Subsidiary
SB BVI HK Sinact Hong Kong Holding company USD4,671,000
$145,335
USD4,671,000
$145,335
- 100.00% USD375,000
$11,900
USD3,000
$86
$ - Subsidiary

-201 -

Attachment 6: Names, locations, main businesses and products, original investment amount, investment as at December 31, 2014, net income (loss) of investee company and investment income (loss) recognized as of December 31, 2014: (Excluding investment in Mainland China)

Investor Investee company
(Note1 )
Address Main businesses and products Initial Investment Initial Investment Investment as of December 31, 2013 Investment as of December 31, 2013 Investment as of December 31, 2013 Net income (loss)
of
investee company
(Note1)
Investment
income (loss)
recognized (Note
1)
Note
(Note 1 )
Ending balance Beginning balance Number of
shares
Percentage of
ownership
(%)
Book value
Kwan-Ze Digi O2 Miaoli Country, Taiwan Selling a wide variety of
connectors and cables.
$42,740 $42,740 4,274,000shares 85.48% $65,410 ($23,120) $ - Subsidiary
Kwan-Ze Argocy Research Inc. Hsinchu City,
Taiwan
Produce and sells a variety of
electronic components, computers
andperipheral equipment
$147,175 $147,175 14,624,200shares 17.40% $190,042 $128,225 $ - Investee under
the equity
method
Worldwide
Wire Harnesses
Co., Ltd.
STT U.S.A Tennessee Logistic center. USD140,000
$4,542
USD140,000
$4,542
- 100.00% USD(122,000)
($3,875)
USD72,000
$2,196
$ - Subsidiary
Argocy Research
Inc.
Argosy Technology
Inc.(USA)
U.S.A Sell Multimedia related products,
ODM and OED
$30,347 $30,347 900shares 100.00% $ - $ - $ - Investee under
the equity
method
Argocy Research
Inc.
Ari International B.V. The Netherlands Leasing operations and sell ODM
and OED
$22,314 $22,314 - 100.00% $18,507 ($150) ($150) Investee under
the equity
method
Argocy Research
Inc.
Ari International
(Singapore)Pte.,Ltd.
(AIS)
Singapore Sell computer peripheral products
and import and export business
$32,697 $32,697 - 100.00% $8,456 ($1,087) ($1,087) Investee under
the equity
method
Argocy Research
Inc.
NOVAC ARGOSY Tokyo Sell computer peripheral products $4,294 $4,294 - 49.00% $ - $ - $ - Investee under
the equity
method
Argocy Research
Inc.
Global Saber
Electronics Co., Ltd.
Mauritius Selling a wide variety of
connectors and cables.
$ - $ - - 100.00% $94,822 ($11,265) ($11,265) Investee under
the equity
method
Argocy Research
Inc.
ROTEC LIMITED British Virgin Islands Holding company $268,479 $212,590 8,550shares 77.38% $356,136 $9,719 $7,569 Investee under
the equity
method
Global Saber
Electronics Co., Ltd
ROTEC LIMITED British Virgin Islands Holding company $72,918 $57,650 2,500shares 22.62% $104,107 $9,719 $ - Investee under
the equity
method
  • Note 1: (1)"Investee company", "Addres", "Main businesses and products", "Initial Investment"and "Investment as of December 31, 2013" shall be filled in the Company's investmet.

to the subsidiaries' re-investment in corresponding order, and indicate the relationship in the Notes.

  • (2)"Net income (loss) of investee company" shall be filled in net income (loss) of investee for the year ended 31 December 2013.

  • (3)"Investment income (loss) recognized", shall be filled in only investment income (loss) under the equity method, and the investor shall confirm that its investment income (loss) includes the subsidiaries' re-investment.

-202 -

Attachment 7: Investment in Mainland China

Investee company Main Businesses and
Products
Total Amount
of
Paid-in Capital
Method of Investment Accumulated
Outflow of
Investment from
Taiwan as of
January 1, 2013
Investment Flows Investment Flows Accumulated
Outflow
of Investment from
Taiwan as of
December 31, 2013
Net income
(loss)
of investee
company
Percentag
e of
Ownership
Investment
income
(loss) recognized
Carrying Value as
of
December 31,
2013
Accumulated Inward
Remittance of
Earnings
as of
Outflow December
31, 2013
Outflow Inflow
BJSB Manufacturing and selling
a wide variety of
connectors, wires and
~~bl~~
USD 4,450,000 Indirectly investment in
Mainland China through
remittance from a third
~~i~~
USD 1,020,000
$30,719
$ - $ - USD 1,020,000
$30,719
($1,816) 100.00% ($1,816)
(Note 1)
$637,040 USD214,000
$6,092
JY Sinact Manufacturing and selling
a wide variety of
connectors, wires and
cables.
~~caes~~
USD
31,280,000
Indirectly investment in
Mainland China through
companies registered in a
third region.
~~regon~~
USD 18,419,000
$596,665
$ - $ - USD 18,419,000
$596,665
USD 5,992,000
$181,979
100.00% USD 5,992,000
$181,979
(Note 1)
USD67,528,000
$2,141,865
USD3,564,000
$108,112
SHSB Selling a wide variety of
connectors, wires and
cables.
USD
3,280,000
Indirectly investment in
Mainland China through
companies registered in a
third region.
USD 1,700,000
$55,358
$ - $ - USD 1,700,000
$55,358
USD 64,000
$1,948
100.00% USD 64,000
$1,948
(Note 1)
USD7,461,000
$236,639
USD185,000
$6,050
SZSB Selling a wide variety of
connectors, wires and
cables.
USD 310,000 Indirectly investment in
Mainland China through
companies registered in a
third region.
USD 250,000
$8,297
USD 2,500,000
$75,088
$ - USD 2,750,000
$83,385
USD 546,000
$16,595
100.00% USD 546,000
$16,595
(Note 1)
USD9,648,000
$306,014
$ -
TCSB Selling a wide variety of
connectors, wires and
cables.
USD 6,000,000 Indirectly investment in
Mainland China through
companies registered in a
third region.
USD 3,000,000
$96,090
$ - $ - USD 3,000,000
$96,090
USD 324,000
$9,845
100.00% USD 324,000
$9,845
(Note 1)
USD8,646,000
$274,237
$ -
China Digital Library
Corp.Ltd.
Technology development
of computer software,
transfer of technology,
advisoryservice
RMB
88,600,000
Indirectly investment in
Mainland China through
companies registered in a
third region.
USD 750,000 $ - $ - USD 750,000 $ - 4.85% $ -
(Note 2)
$ - $ -
Argosy (Beijing)
Technologies Co.,
Ltd.
Selling a wide variety of
connectors, wires and
cables.
RMB
5,000,000
Indirectly investment in
Mainland China through
companies registered in a
third region.
USD 76,000 $ - $ - USD 76,000 $ - 12.00% $ -
(Note 2)
USD76,000
$2,411
$ -
Wu Xi S&D Manufacturing and selling
new flat panel displays.
USD 4,000,000 Indirectly investment in
Mainland China through
companies registered in a
third region.
USD 1,900,000
$61,823
$ - $ - USD 1,900,000
$61,823
$ - 52.04% $ - $ - $ -
Ning Bo Smart and
Diligent Co., Ltd.
Manufacturing and selling
a new Flat Panel Display.
USD 2,000,000 Indirectly investment in
Mainland China through
companies registered in a
third region.
USD 1,140,000
$37,025
$ - $ - USD 1,140,000
$37,025
$ - 51.51% $ - $ - $ -

-203 -

Attachment 7: Investment in Mainland China

Investee company Main Businesses and
Products
Total Amount
of
Paid-in Capital
Method of Investment Accumulated
Outflow of
Investment from
Taiwan as of
January 1, 2013
Investment Flows Investment Flows Accumulated
Outflow
of Investment from
Taiwan as of
December 31, 2013
Net income
(loss)
of investee
company
Percentag
e of
Ownership
Investment
income
(loss) recognized
Carrying Value as
of
December 31,
2013
Accumulated Inward
Remittance of
Earnings
as of
Outflow December
31, 2013
Outflow Inflow
JY Sinact Manufacturing and selling
a wide variety of electronic
materials.
HKD
73,980,000
Indirectly investment in
Mainland China through
companies registered in a
third region.
USD 5,666,000
$177,159
$ - $ - USD 5,666,000
$177,159
$ - 100.00% $ -
(Note 1)
HKD18,636,000
$76,215
$ -
Shang Hai Comtek
Electronics Trading
Co., ltd.
Selling a wide variety of
electronic materials.
USD 160,000 Indirectly investment in
Mainland China through
companies registered in a
third region.
USD 104,000
$3,302
$ - $ - USD 104,000
$3,302
$ - 51.06% $ - $ - $ -
Dong Guan CMK Manufacturing and selling
a wide variety of
connectors, wires and
~~cables.~~
USD 1,000,000 Indirectly investment in
Mainland China through
companies registered in a
~~third region.~~
USD 645,000
$20,768
$ - $ - USD 645,000
$20,768
$ - 51.06% $ - $ - $ -
T-CONN Zhongshan Manufacturing and selling
a wide variety of
connectors, wires and
cables.
USD 5,000,000 Indirectly investment in
Mainland China through
companies registered in a
third region.
USD 3,086,000
$99,007
$ - $ - USD 3,086,000
$99,007
USD(1,734,000)
($52,656)
64.48% USD(1,734,000)
($52,656)
(Note 3)
USD(269,000)
($8,546)
$ -
BJSB Tongan Manufacturing and selling
a wide variety of
connectors,wires and
USD 3,000,000 Indirectly investment in
Mainland China through
remittance from a third
USD 3,000,000
$89,134
$ - $ - USD 3,000,000
$89,134
$179,576 100.00% $179,576
(Note 1)
$274,205 $ -
Accumulated Investment in Mainland China as of
December 31, 2013
Investment Amounts Authorized by
Investment Commission, MOEA
Upper Limit on Investment
USD43,256,000
USD 54,320,000
N/A (Note 4)
Accumulated Investment in Mainland China as of
December 31, 2013
Investment Amounts Authorized by
Investment Commission, MOEA
Upper Limit on Investment
USD43,256,000 USD 54,320,000 N/A (Note 4)

Note 1: The financial statements certificated by the public accountant of the parent company in Taiwan.

Note 2:Investee measured at cost.

Note 3: The financial statements certificated by other public accountants.

Note 4: According to No. Shen-Zi-09704604680 issued by Ministry of Economic Affairs, R.O.C., the Company's investment in Mainland China is not limited to 60% of net worth or consolidated net worth specified by the Investment commission.

-204 -

  • 6.5. The company or affiliates has/have experienced financial difficulty in the last year and by the report publishing date, and its impact on the corporate financial status: N/A

  • 205 -

7. Review and Analysis of Financial Situation and Financial Performance and Risk Items

7.1. Financial situation: Major causes and impact of material changes of assets, liabilities, and shareholder equity in last two years and future responsive plans:

Unit: NT$10,000

Unit: NT$10,000 Unit: NT$10,000
Year
Item
2013 2014 Difference
Amount Percentage
Current assets 6,768,638 7,949,062 1,180,424 17.44
Fixed assets 1,554,838 1,539,336 (15,502) (1.00)
Other assets 145,237 158,299 13,062 8.99
Total assets 9,385,164 10,486,831 1,101,667 11.74
Current liabilities 4,126,418 4,795,863 669,445 16.22
Long-term liabilities 346,460 300,606 (45,854) (13.24)
Total liabilities 4,731,911 5,402,715 670,804 14.18
Capital stock 2,076,709 2,076,709 - -
Capital surplus 797,621 746,795 (50,826) (6.37)
Retained earnings 1,601,051 1,936,291 335,240 20.94
Total equities 4,653,253 5,084,116 430,863 9.26
Note:
(1) Current assets increased as cash and A/R increased.
(2) Retained earnings increased as revenue and netprofit of the currentperiod increased.

7.2. Financial performance: Major causes of material changes in revenue, net profit margin, and net profit before tax and estimated sales quantity in last two years and their references, and future responsive plans:

Unit: NT$10,000

2013 2014 2014 Increased)
(reduced)
amount
Variable
proportion %
Subtotal Total Subtotal Total
Total operating revenue
Minus: Sales return +
Sales discount
Sales income
Other operating revenues
Net operating revenue
amount
Operating cost
Operating gross profit
Minus: End unrealized
gross profit
Plus: Beginning realized
gross profit
Net operating gross profit
Operating expense
$(49,150)

-
-
$10,604,411
(49,150)

10,555,261
-

10,555,261
(8,287,168)

2,268,093
-
-

2,268,093
(1,535,095)

$(37,291) 11,680,010
(37,291)

11,642,719
-

11,642,719
(9,112,319)

2,530,400

2,530,400
(1,579,810)

1,075,599
11,859

1,087,458
-

1,087,458
(825,151)

262,307

262,307
(44,715)

10.14
24.13

10.30
-

10.30
9.96

11.57

11.57
2.91

  • 206 -
2013 2013 2014 2014 Increased)
(reduced)
amount
Variable
proportion %
Subtotal Total Subtotal Total
Net operating margin
Non-operating income
and expense
Continuing operating
income before tax
Income tax expense
Continuing operating
income after ax
732,998
134,046

867,044
(258,618)

$608,426
950,590
92,932

1,043,522
(268,575)

774,947
217,592
(41,114)

176,478
(9,957)

166,521
29.69
(30.67)

20.35
3.85

27.37
Addition/reduction variable analysis:
(1) Net profit margin increased as operating revenue increased.
(2) Non-operatingincome and expense reduced as other income reduced.

7.3. Cash flows

7.3.1. Analysis of cash flows in last two years

7.3.1. Analysis of cash flows in last twoyears
Year
Item
2013 2014 Increase (reduction)
proportion
Cash flow ratio 21.31% 12.84% (8.47)%
Cash flow adequacyratio 70.83% 95.85% 25.02%
Cash reinvestment ratio 7.36% 1.40% (5.96)%
Note: Cash flow adequacy ratio rose as cash inflow increased from increasing operating
revenue in recentyears.

7.3.2. Analysis of cash flows in the coming year (individual)

7.3.2. Ana lysis of cash fl ows in the com ing year (individual)
(Unit: NT$1,000)
Beginning cash
balances (1)
Estimated net
cash flows from
annual business
activities (2)

Estimated
annual cash
outflows (3)
Estimated cash balances
(shortages) (1)+(2)-(3)

Remedies for Estimated Cash
Shortages
Investment
plans
Financial
management
plans
-
-

Investment
plans
450,958 5,661,923 5,743,006 369,875 -

7.4. Impact of major capital expenses on finance in recent years.

7.4.1. Utilization and sources of major capital expenses: None.

7.4.2. Estimated benefits: None.

7.5. Re-investment policies and major causes of profits or losses in recent years,

improvement plans, and investment plans in the coming year:

7.5. Re-investment policies and major causes of profits or losses in recent years,
improvement plans, and investment plans in the coming year:
7.5. Re-investment policies and major causes of profits or losses in recent years,
improvement plans, and investment plans in the coming year:
7.5. Re-investment policies and major causes of profits or losses in recent years,
improvement plans, and investment plans in the coming year:
7.5. Re-investment policies and major causes of profits or losses in recent years,
improvement plans, and investment plans in the coming year:
7.5. Re-investment policies and major causes of profits or losses in recent years,
improvement plans, and investment plans in the coming year:
7.5. Re-investment policies and major causes of profits or losses in recent years,
improvement plans, and investment plans in the coming year:
(Unit: NT$1,000)
Description
Item
Amount by
31 Dec
2014

Policy
Major causes of P/L Improvement plans Other future
investment
plans
SINBON
Electronics Hong
Kong
401,262 Center for Mainland
product and capital
and international
Operations of that
company brought
profits.
  • 207 -
Description
Item
Amount by
31 Dec
2014

Policy
Major causes of P/L Improvement plans Other future
investment
plans
trade
Lianding Venture
Investment
160,000 Pursuing strategic
cooperation
opportunities and
gainingstable returns.
Operations of the
subsidiaries of that
company brought
profits.
SINBON
International
Enterprise Co., Ltd.
1,321,747 Reinvestment
framework
consideration and
international trade.
Operations of the
subsidiaries of that
company brought
profits.
Guanze Co, Ltd. 235,600 Professional domestic
investor.
Operations of the
subsidiaries of that
company brought
profits.
SINBON
Electronics Japan
5,008 Cultivation of and
service for Japanese
customers.
Operations of that
company brought
profits.
SINBON
Technologies L.L.C
- Cultivation of and
service for customers
in the East Coast of
USA
Losses from lower
gross profit rate than
competitors.
Continuous
cultivation of new
US customers.
Korea SINBON
Electronics Co.,Ltd
1,019 Cultivation of and
service for South
Korean customers.
Operations of that
company brought
profits.
Samoa Smart &
Diligent Co., Ltd.
101,747 Indirect control of the
backlight module
business in Mainland.
Operations of the
subsidiaries of that
company cause losses.
Continuous
cultivation of new
Mainland
customers.
SINBON
Electronics Beijing
30,719 Cultivation of and
service for customers
in northern China.
Operations of that
company brought
profits.
Argosy Research 30,648 Long-term strategic
cooperation.
Operations of that
company brought
profits.
Worldwide Wire
Harnesses Co., Ltd.
2,451 Indirect holdings,
overseas procurement,
and international
trade.

Operations of the
subsidiaries of that
company brought
profits.
Super Elite
Ltd.
192,742 Indirect control of the
electronics part/
component business in
Mainland.

Operations of the
subsidiaries of that
company cause losses.
Continuous
cultivation of new
Mainland
customers.
SINBON
Electronics
(Beijing)
89,134 Cultivation of and
service for customers
in northern China.
Operations of that
company are under
development.
Continuous
cultivation of new
Mainland
customers.
SINBON USA LLC. 27,864 Cultivation of
customers in the USA,
Operations of that
company brought
profits.
-

7.6. Risk items

  • 7.6.1. Impact on profits and losses of interest rate and exchange rate volatility and inflation and future countermeasures:

  • 208 -

  • (1) Impact on profits and losses of interest rate volatility and future countermeasures in recent years

  • By the end of 2014, the amount of long-term debts from banks was NT$12,166,000, with interest rate at 1.1%. We will continuously observe future market changes and take action to prevent risk at appropriate times to reduce potential risk from interest rate volatility.

  • (2) Impact on profits and losses of exchange rate volatility and future countermeasures in recent years

  • In 2014 the recognized profits from exchange were NT$26,588,000. We have implemented currency hedging to prevent the impact of exchange rate volatility on profits and losses.

  • (3) Impact on profits and losses of inflation and future countermeasures in recent years

No unfavorable impact was reported in 2014.

  • 7.6.2. Policies for high-risk, high-leverage investments, capital lending to others, endorsement and guarantee for others, and derivatives transaction; major causes for losses and profits; and future countermeasures

  • (1) In 2014, we did not engage in high-risk, high-leverage investments.

  • (2) In 2014, we provided endorsements and guarantees mainly for the bank loans of subsidiaries. These endorsements and guarantees were provided with reference to the “Endorsements and Guarantees Regulations” and the maximum amount of endorsement and guarantee is NT$2,429,612,000. By the end of 2014, the balance of endorsements and guarantees was NT$2,128,654,000.

  • 7.6.3. Future R&D plans and estimated R&D investments Developing electronic products with higher added value was the target of R&D plans in last year. In the future, we will fulfill customer demand in this area and implement all R&D plans as scheduled. In 2014 the group’s R&D spending was NT$351,754,000, 1.55% up from last year, to aggressively develop IoT, warehouse automation equipment, robots, and smart home electronics. At the fourth board meeting in 2014, the board passed the cash capital increase at NT$150 million for DigiO2 to develop in full-scale OEM/ODM products for telecare and portable biomedical devices. It is estimated that the group will invest at least NT$300 million each year or 3% of the group’s operating revenue in R&D.

  • 7.6.4. Impact of major policy or legal changes at home and abroad on organizational finance and countermeasures: None.

  • 7.6.5. Impact of technology and industry changes on organizational finance and countermeasures

  • In response to the rapid change of the high-tech industry, we have a professional R&D team to develop products meeting customer demand to enhance competitiveness.

  • 7.6.6. Impact of corporate image on organizational crisis management and

  • 209 -

countermeasures

We officially listed on the Taiwan Stock Exchange on 26 August 2002. This will improve our corporate. In the future, we will uphold the corporate spirit and fulfill CSR as a listed company and will seek the greatest benefits for shareholders and employees.

  • 7.6.7. Estimated benefits and potential risks of acquisition and countermeasures: N/A

  • 7.6.8. Estimated benefits and potential risks of factory expansion and countermeasures: N/A

  • 7.6.9. Risk from centralization of material input and sales and countermeasures: N/A

  • 7.6.10. Impact and risk of mass share transfer or conversion of directors, supervisors, or major shareholders holding over 10% of shares and countermeasures: None.

  • 7.6.11. Impact and risk of right of management change and countermeasures: None.

  • 7.6.12. For convicted or in-progress major litigation, non-litigation, or administrative litigation incidents involving the company, directors, supervisors, executives, mortgage responsible persons, major shareholders holding over 10% of shares, and subsidiaries whose outcomes may bring material impact to shareholder equities or stock prices, disclose the fact in dispute, amount, litigation start date, major parties involved, and the status by the report publishing date: None.

  • 7.6.13. Other major risks and countermeasures: None.

7.7. Other major items: None.

  • 210 -

8. Special Notes

8.1. Information of affiliates

  • 8.1.1. Consolidated business reports of affiliates

  • (1) Affiliates organization chart

==> picture [414 x 412] intentionally omitted <==

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

SINBON Electronics Co., Ltd.信邦電子股份有限公司
100% 100% 100% 100% 100% 100% 70% 51% 51.51% 5364 48 . 81 % 50%
92.74% 100% 100% 100% 100% 100% 64 48 % 53.81% 64.48 % 64.48 % 64.48% 50%
100%
有限 冠澤 有限 有限 株式 D i li ge n t S A M O A Harnesses
L.L.C. W o r l d wi d e
L.L.C. Beijing 公 股 公 公(Factory) 會 Technologies SINBON Co ., S mar t Super Elite Ltd. Co.,
SINBON USA Guanze Co., Ltd. (Contact Office) SINBON Beijing Enterprise Co., Ltd. SINBON Nagoya
子有限公司 北京信邦同安電SINBON Electronics 司 份 司 香港信邦電子SINBON Hong Kong 司 北京信邦電子 SINBON International 社(Sales Office) (JPY) 日本信邦電子 L td . & Ltd W i r e
有 有 限 有 SINACT 太 限
限 限 限 康
Ltd. 公 ( 信邦電子 International(Hong 公 ( 太康精密
(Factory) 公 (Factory) 公 公 精
(Sales Office) ) 深圳 (Sales Office) Co., Corporation ) 中山 Tennessee L.L.C
股份有限公司 數碼生醫科技DigiO2 International 司 SINBON Tongcheng 桐城信邦電子 司 SINBON Jiangyin 江陰信邦電子 司 有SINBON Shenzhen 司 上海信邦電子SINBON Shanghai LtdKong) Super Progressive Ltd. 股份有限公司 密T-CONN Precision 司 (Zhongshan) Corporation 有 T-CONN Precision Electronics Co., LtdHong Kong Comtek SINBON Technologies
Co., Ltd.
電子有限公司 江陰信捷正 SINACT Electronics
----- End of picture text -----

(2) Basic information of affiliates

Name Establishment
Date
Paid-in Capital Address Major scope of business or
products
SINBON Beijing
(Factory)
1993.12.20 US$4.4512 million Building No. 26,
Liando U Valley, No.
15, Jingsheng South
4th Street, Majuqiao,
Tongzhou, District,
Beijing, 101102,
China
Production and sales of
comprehensive connectors.
SINBON Hong Kong
(Contact Office)
1995.6.20 HK$95.6064 million Unit 05, 18/F, Lemmi
Centre,50 Hoi Yuen
Sales of comprehensive
cables,connectors,and
  • 211 -
Name Establishment
Date
Paid-in Capital Address Major scope of business or
products
Road, Kwun Tong,
Kowloon,HongKong
other electronic parts and
components.
SINBON Shanghai
(Sales Office)
1996.3.15 US$3.28 million 3F, Building 60, No.
461, Hong-Cao Rd.,
Shanghai 200233,
China
Sales of comprehensive
Cables, connectors, and
other electronic parts and
components.
Sinbon
International
Enterprise
CompanyLimited
2000.10.24 US$48.1817 million P.O. Box 3340, ROAD
TOWN, TORTOLA,
BRITISH VIRGIN
ISLAND
General investment
SINBON Jiangyin
(Factory)
2000.12.15 US$31.28 million No.288, Middle
Cheng Jiang Rd.,
Jiangyin, Jiangsu
Province 214434,
China
Production and sales of
cables, electronic
components, power
electronic components, and
computer peripherals; R&D,
production and sales of GPS
modules.
SINBON Shenzhen
(Sales Office)
2001.4.20 US$2.812 million Rm.802, Bld.212,
Tairan Industrial Zone,
Chegongmiao,
Futian District,
Shenzhen City,
Guangdong Province
518040,China

Sales of comprehensive
cables, connectors, and
other electronic parts and
components.
Sinbon
Technologies, L.L.C.
2000.12.04 US$2 million. 273 Lake Breeze
Circle, Lake Mary,
Florida 32746, U.S.A.
Sales of comprehensive
cables, connectors, and
other electronic parts and
components.
SINBON Nagoya
(Sales Office)
2004.09.09 JPN25 million Chiyoda 4-1-7,
Naka-Ku Nagoya City,
460-0012, Japan
Sales of comprehensive
cables, connectors, and
other electronic parts and
components.
Guanze Co., Ltd. 2003.01.22 NT$ 235.60 million 4-1F, No. 79, Xintai 5th
Road, Xiji District,
New Taipei City,
Taiwan
General investment
SINBON Tongcheng
(Factory)
2007.07.13 US$6 million No.168, Xing Long
Rd.,Economic
Development Zone,
Tongcheng City, Anhui
Province,China

Production and sales of
comprehensive electronic
connectors and cables.
SINBON Electronics
Beijing
2012.02.16 US$3 million 6F, No. 15,
Jingshengnansi
Street, Jinqiao
Science and
Technolgy Industry
Basement,
Zhongguancun
Science and
Technology Park,
Tongzhou District,
Beijing
Production and sales of
comprehensive electronic
connectors and cables.
DigiO2
International Ltd.
2005.04.28 NT$100 million 3F, No. 582 Kuohwa
Road,Miaoli 360,
Production and sales of
comprehensive electronic
  • 212 -
Name Establishment
Date
Paid-in Capital Address Major scope of business or
products
Taiwan connectors and cables.
Samoa Smart &
Diligent Co., Ltd.
2003.07.28 US$6.103 million Level 2, Lotemau
Centre Vaea Street,
Apia Samoa
Comprehensive investments
Sinact (Hong Kong)
Co., Ltd.
2008.04.07 US$7.51 million Unit 05, 18/F, Lemmi
Centre, 50 Hoi Yuen
Road, Kwun Tong,
Kowloon,HongKong
General investmentss
SINBON Jiangyin
(Factory)
2008.03.11 US$9.5 million No.288, Middle
Cheng Jiang Rd.,
Jiangyin, Jiangsu
Province 214434,
China
Production, processing, and
sales of PCB
Worldwide Wire
Harnesses Co.,Ltd.
2007.04.24 US$0.15 million Samoan Islands Overseas sales center
SINBON
Technologies
Tennessee Co.,LLC.
2007.08.16 US$0.15 million 211 Industrial Park
Drive Cumberland
City,TN 37050
Overseas sales center
Sinbon USA LLC. 2014.05.29 US$0.9 million 216th street
SW,Suite D Lynneood
WA 98036
Overseas sales center
T-CONN Precision
Corporation
2002.02.20 NT$10 million 4-3F, No. 79, Xintai 5th
Road, Xiji District,
New Taipei City,
Taiwan
Sales of connectors and
other electronic parts and
components.
Super Elite Limited 2001.10.01 US$10.1272 million 2nd Floor, Felix
House, 24 Dr. Joseph
Riviere Street, Port
Louis, Republic of
Mauritius
General investments
T-CONN Precision
(Zhongshan)
Corporation
2001.12.21 US$7.1 million Torch Hi-tech
Industrial
Development Zone
Sub-district,
Zhongshan City,
Guangdong Province,
China
Production and sales of
connectors and other
electronic parts and
components.
Super Progressive
Limited
2003.01.30 UD$0.1 million 2nd Floor, Felix
House, 24 Dr. Joseph
Riviere Street, Port
Louis, Republic of
Mauritius
Offshore trading center
Hong Kong
Comteck
Electronics Co.,Ltd.
2007.08.07 US$4.62 million 12/F NO.3 LOCKHART
ROAD WANCHAI HK
Sales of connectors and
other electronic parts and
components.
  • (3) Information of the same shareholders in re-invested enterprises with controlling power and a subsidiary relationship: None

(4) Directors, supervisors, and presidents of subsidiaries

Name Title Name or Representative Shares Held
Shares Percentage
SINBON Beijing Chairman Joseph Wang US$4.4512 million 100.00%
  • 213 -
Name Title Name or Representative Shares Held
Shares Percentage
(Factory) Director
Director
President
(concurrent)
Xiao-jing Chi
Wei-ming Liang
Chi-zhong Chen
(All are representatives of SINBON
Electronics)
SINBON Hong
Kong (Contact
Office)
Director Joseph Wang, Wei-ming
Liang,Huang-ji Lin, Ji-zhou Zhang (All
are representatives of SINBON
Electronics)
HK$95.6064 million 100.00%
SINBON
Shanghai (Sales
Office)
Chairman
Director
Supervisor
Joseph Wang
Wei-ming Liang, Xiu-sui Lin
Ji-zhou Zhang
(All are representatives of Sinbon
International Enterprise Company
Limited)
US$3.28 million 100.00%
Sinbon
International
Enterprise
CompanyLimited
Chairman Joseph Wang
(Representative of SINBON
Electronics)
US$48.1817 million 100.00%
SINBON Jiangyin
(Factory)
Chairman
Director
Supervisor
Joseph Wang
Wei-ming Liang, Ji-zhou Zhang,
Yan-hua Wang, Xin-chun
Wu,Huang-ji Lin
(All are representatives of Sinbon
International Enterprise Company
Limited)
US$31.28 million 100.00%
SINBON
Shenzhen (Sales
Office)
Chairman
Director
Supervisor
Joseph Wang
Wei-ming Liang, Xiu-sui Lin
Ji-zhou Zhang
(All are representatives of Sinbon
International Enterprise Company
Limited)
US$2.812 million 100.00%
Sinbon
Technologies,
L.L.C
Director
Director
Wei-ming Liang(Representative of
SINBON Electronics)
Steve Confield
- 51.00%
SINBON Nagoya
(Sales Office)
Chairman
Director
Supervisor
Cun-miao Li
Joseph Wang, Sho-xing
Huang(Representative of SINBON
Electronics)
Ashihara Kingo(Representative of
Orient Computer Ltd.)
350 shares 70.00%
Guanze Co., Ltd. Chairman
Director
Supervisor
Joseph Wang
Xin-chi Yeh, Ji-zhou Zhang
Jun-qiang Wang
(All are representatives of Sinbon
International Enterprise Company
Limited)
23,560,000 shares 100.00%
SINBON
Tongcheng
(Factory)
Chairman
Director
Supervisor
Wei-ming Liang
Ji-zhou Zhang, Guo-cai Song
Huang-ji Lin
(All are representatives of Sinbon
International Enterprise Company
Limited)
US$6 million 100.00%
SINBON Chairman Joseph Wang US$3 million 100.00%
  • 214 -
Name Title Name or Representative Shares Held
Shares Percentage
Electronics
Beijing
Director
Director
President
(concurrent)
Xiao-jing Chi
Wei-ming Liang
Chi-zhong Chen
(All are representatives of Sinbon
International Enterprise Company
Limited)
DigiO2
International Ltd.
Chairman
Director
Supervisor
Wei-ming Liang
Hun-song Chen, Jun-xing Liang
]Ji-zhou Zhang (these four people
are all representatives of Guanze
Co.,Ltd.)
10,000,000 shares 92.74%
Samoa Smart &
Diligent Co., Ltd.
Director
Director
Jian-ming Xie
Joseph Wang(Representative of
SINBON Electronics)
US$3.14354 million 51.51%
Sinact (Hong
Kong)Co.,Ltd.
Chairman Joseph Wang (Representative of
SINBON Electronics)
US$7.51 million 100.00%
SINACT
Electronics Co.,
Ltd.
Chairman
Director
Supervisor
Wei-ming Liang
Yu-ling Xie, Chi-zhong Chen
Huang-ji Lin,Ji-zhou Zhang
US$9.5 million 100.00%
Worldwide Wire
Harnesses Co.,
Ltd.
Director
Director
Director
Wei-ming Liang(Representative of
SINBON Electronics)
Zi-wei Lin
LESLIE ROY WELCH (representative
of Tennessee Wire Technologies LLC)
US$0.75 million 50.00%
SINBON
Technologies
Tennessee Co.,
LLC.
Director
Director
Director
Wei-ming Liang(Representative of
SINBON Electronics)
Zi-wei Lin
LESLIE ROY WELCH (representative
of Tennessee Wire Technologies LLC)
US$0.75 million 50.00%
Sinbon USA LLC. Chairman Wei-ming Liang(Representative of
SINBON Electronics)
US$0.9 million 100.00%
T-CONN
Precision
Corporation
Chairman
Director
Director
Supervisor
Xin-chi Yeh
Joseph Wang
Jun-qiang Wang
Ji-zhou Zhang (these four people are
all representatives of Super Elite Ltd)
NT$6.448 million 64.48%
Super Elite
Limited
Chairman
Director
Director
Director
Director
Xin-chi Yeh
Joseph Wang
Ji-zhou Zhang (these four people are
all representatives of SINBON
Electronics)
Jun-qiang Wang (representative of
Wistron Corporation)
Fu-qian Lin (representative of
Wistron Corporation)
US$6.53426 million 64.48%
T-CONN
Precision
(Zhongshan)
Corporation
Chairman
Director
Director
Xin-chi Yeh
Joseph Wang
Jun-qiang Wang (these three people
are all representatives of Super Elite
Ltd)
US$4.578 million 64.48%
Super
Progressive
Limited
Chairman Xin-chi Yeh (representative of Super
Elite Ltd)
US$64,480 64.48%
HongKong Director Rong-yu Wang,Joseph Wang,Xin-chi US$2.08033 million 51.06%
  • 215 -
Name Title Name or Representative Shares Held
Shares Percentage
Comteck
Electronics Co.,
Ltd.
Yeh
(Joseph Wang and Xin-chi Yeh are
representatives of SINBON
Electronics)

(5) Operational performance of affiliates (2014)

Name Authorized
Capital
Total Assets Total
Liabilities
Net Worth Operating
Revenue
Operating
Income
Current P/L
(after tax)
EPS
(after
tax)
SINBON
Beijing
(Factory)
(RMB/CNY)
32,828,852 127,371,672 2,771,143 124,600,529 42,610,340 (3,361,625) (367,716) -
SINBON Hong
Kong (Contact
Office) (HKD))
95,606,400 252,194,251 109,048,812 143,145,439 436,601,612 68,491,781 49,230,444 -
SINBON
Shanghai
(Sales Office)
(RMB/CNY)
25,401,762 58,004,076 11,530,151 46,473,925 86,993,690 (367,478) 394,370 -
Sinbon
International
Enterprise
Company
Limited
(USD)
46,681,715 94,203,814 0 94,203,814 0 0 6,911,859 -
SINBON
Jiangyin
(Factory)
(RMB/CNY)
241,032,010 619,112,462 200,166,422 418,946,040 762,769,965 51,663,018 36,845,321 -
SINBON
Shenzhen
(Sales Office)
(RMB/CNY)
17,924,155 80,645,755 20,789,729 59,856,026 61,810,375 4,820,699 3,360,020 -
Sinbon
Technologies,L.
L.C
(USD)
200 608,939 695,419 (86,480) 4,084,262 (23,418) (23,418) -
SINBON
Nagoya (Sales
Office)
(JPY)
25,000,000 157,499,790 122,093,683 35,406,107 381,211,883 2,217,900 6,193,233 -
Guanze Co.,
Ltd.
(TWD)
235,600,000 297,647,722
1,281,470
296,366,252
0

(120,111)
3,391,505
0.14
SINBON
Tongcheng
(Factory)
(RMB/CNY)
42,826,700 90,879,601 37,239,111
53,640,490

59,432,399

971,402
1,993,223 -
SINBON
Electronics
Beijing
(RMB/CNY)
18,513,390 172,712,379 119,078,257
53,634,122
309,178,561
49,329,597
36,358,736 -
Sinbon USA 900,000
885,192

4,538

880,654

0

(19,346)
(19,346) -
  • 216 -
Name Authorized
Capital
Total Assets Total
Liabilities
Net Worth Operating
Revenue
Operating
Income
Current P/L
(after tax)
EPS
(after
tax)
LLC.
(USD)
T-CONN
Precision
Corporation
(TWD)
10,000,000 188,500,653 169,046,904
19,453,749
575,043,142
(8,358,376)
(7,902,676) -
Super Elite
Limited
(USD)
10,127,247
5,626,821

1,920,987

3,705,834

0

0
(1,763,758) -
T-CONN
Precision
(Zhongshan)
Corporation
(RMB/CNY)
54,268,753 41,437,911 43,109,489 (1,671,578)
78,058,770

(7,014,091)
(10,661,224) -
Super
Progressive
Limited
(USD)
100,000 4,717,192 2,654,181 2,063,011 13,063,230 260,812 254,737 -
DigiO2
International
Ltd.
(TWD)
100,000,000 86,890,743 15,523,159
71,367,584

38,829,156

(32,058,854)
(23,119,797) -
Samoa Smart
& Diligent Co.,
Ltd.
(USD)
6,103,014 730,778
70,414

660,364

0

0

(1,241)
-
Sinact(Hong
Kong) Co., Ltd.
(HKD)
58,503,300 18,651,041 15,550,600
3,100,441

0

(8,167)
21,895
-
Sinact (Hong
Kong) Co., Ltd.
(RMB/CNY)
64,568,072 86,965,125 72,057,569 14,907,556 96,626,595 2,897,192 0 -
Worldwide
Wire
Harnesses Co.,
Ltd.
(USD)
150,000 363,017 2,065 360,952 0 (781) 71,552 -
SINBON
Technologies
Tennessee Co.,
LLC.
(USD)
139,980 1,112,959 1,235,139 (122,180) 2,088,717 72,321 72,321 -
Hong Kong
Comteck
Electronics
Co., Ltd.
(HKD)
35,980,818 12,792,653
0
12,792,653
0

0
0 -
  • 217 -

8.1.2. Consolidated financial statement of subsidiaries

Statement of Compliance

Our consolidated financial statement for 2014 (period: 1 January 2014 to 31 December
2014), contains the companies that should be included in the consolidated financial
statement and accounting for investments in subsidies as required in the “Criteria Governing
Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial
Statements of Affiliated Enterprises” and the companies that should be included in the
consolidated financial statement of the parent company and subsidies as required in the IAS
27–Consolidated Financial Statements and Accounting for Investments in Subsidiaries are
the same. In addition, as the information that should be disclosed in the consolidated
financial statement of subsidiaries has been disclosed in the said consolidated financial
statement for the company and subsidiaries, no separate consolidate financial statements
for subsidiaries will be published.
SINBON Electronics Co., Ltd.
Joseph Wang
Chairman
Date: 30 March 2015
  • 8.2. Private placement of securities in last year and by the report publishing date: None.

  • 8.3. Holding or settling corporate stocks in last year and by the report publishing date: None.

8.4. Other supplementations: None.

  1. Incidents with significant impact on shareholder equities or market prices as specified in item 2 of paragraph 2 of Article 36 of the Securities and Exchange Act in last year and by the report publishing date: None.

  2. 218 -