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SINBON Electronics Annual Report 2017

Jun 16, 2017

52256_rns_2017-06-16_f6040cb8-dacc-49a3-8bac-a174a1727ef0.pdf

Annual Report

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SINBON Electronics Co., Ltd.

Annual Report 2016

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 April 30, 2017

  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]

  1. 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

  2. Stock transfer service

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

  1. Certifying CPA of last-year financial statements

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

  1. Overseas listing: None

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

Table of Contents

Table of Contents
Page
1. Letter to Shareholders 1
1.1. Business Performance in 2016 1
1.2. Summary of Business Plan in 2017 2
1.3. Future Development Strategy 3
1.4. Effect of External Competitions, Legislation, and the Overall Business 3
Environment
2. Company Profile
2.1. Establishment Date 5
2.2. Milestones 5
3. Corporate Governance
3.1. Organization 6
3.2. Information of Directors, Supervisors, President, Vice Presidents,
Assistant Vice Presidents, and Department and Subsidiary Managers 8
3.3. Remunerations Paid to Directors, President, and Vice Presidents Last 17
Year
3.4. Corporate Governance 22
3.5. Accountant Service Fees 38
3.6. CPA Change Information 39
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. 39
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. 39
3.9. Information of Top Ten Shareholders Who Are Interested Parties,
Spouse, Relatives within Second Degree 41
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 42
4. Fundraising
4.1. Capital and Shares 44
4.2. Corporate Bonds 49
4.3. Issue of Preferred Shares 51
4.4. Issue of GDR 51
4.5. Issue of Certificates of Employee Stock Subscription 51
4.6. Issue of Employee Restricted Shares 51
4.7. Acquisition (including mergers, buyouts, and spin-offs) 51
4.8. Items to be Disclosed in Capital Utilization Plans 51
5. Operational Highlights
5.1. Business Activities 52
5.2. Market and Production-Sales 73
5.3. Number, Average Service Length, Average Age, and Education
Distribution of Employees in Last Two Years and by Report Publishing
Date 77
5.4. Environmental Expenses 77
5.5. Labor-Management Relations 78
5.6. Material Contracts 80
6. Financial Highlights
6.1. Condensed Balance Sheet, Integrated Income Statement, CPA Name 82
and Comments
6.2. Financial Analysis of the Last Five Years 87
6.3. Supervisor or Auditor Audit Report of Financial Statements in the Last
Year 89
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) 90
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 197
7. Review and Analysis of Financial Situation and Financial Performance and Risk
Items
7.1. Financial Situation 198
7.2. Financial Performance 198
7.3. Cash Flows 199
7.4. Impact of Major Capital Expenses on Finance in Recent Years 199
7.5. Re-investment Policies and Major Causes of Profits or Losses in Recent
Years, Improvement Plans, and Investment Plans in the Coming Year 199
7.6. Risk Items 200
7.7. Other Major Items 202
8. Special Notes
8.1. Information of affiliates 203
8.2. Private placement of securities in the last year and by the report
publishing date 209
8.3. Holding or settling corporate stocks in the last year and by the report
publishing date 209
8.4. Other supplementations 209
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 210

1. Letter to Shareholders

1.1. Business Performance in 2016

  • 1.1.1. Performance of business plan 2016

The business performance of SINBON Electronics in 2016 was as follows: consolidated revenue came in at NT$12,925,843 thousand, 7% up from 2015; consolidated gross profit rate was 25%, 2% up from 2015; consolidated net profit after tax at NT$1,161,735 thousand, less the non-controlling interest (the interest of other shareholders of re-invested enterprises with non-controlling ownership) was NT$4,349 thousand, the sum was NT$1,157,386 thousand, 19% up from 2015; and consolidated EPS after tax was NT$5.15, NT$0.76 up from 2015.

  • 1.1.2. Budget execution

Compared to the business plan of 2016, revenue completion rate in 2016 was 93%, actual gross profit margin was 25%, 1% higher than the planned gross profit margin; actual net operating income was NT$1,418,204 thousand, with the plan completion rate at 104%; and the actual net profit after tax was NT$1,157,386 thousand, with the plan completion rate at 105%. Revenue and profit completion was great.

  • 1.1.3. Revenue and profitability analysis
105%. Revenue and profit completion was great.
Revenue andprofitabilityanalysis
Item 2016 2015
Cash from operatingactivities(NT$1,000) 1,216,838 1,452,674
Cash from(used in)investingactivities(NT$1,000) 170,616 (556,884)
Cash used in financingactivities(NT$1,000) (973,188) (274,790)
Return on assets(%) 10.68 9.13
Return on equity (%) 20.35 17.80
Profit Before Tax to Capital Stock(%) 70.85 62.95
Profit Margin(%) 8.99 7.88
EPS(NT$) 5.15 4.39

Cash provided by operating activities was 16% less than in 2015 because of the increases in accounts receivable, in other non-current assets and in income tax expense in 2016, thus decreasing cash generated from operations. The cash flows provided by investing activities in 2016 were inflow because of the disposal of property, plant and equipment in 2016. Cash outflows in operating activities were 254% more than in 2015 because of decrease in short-term loans and increase in paying cash dividend in 2016.

1.1.4. Research and development

Year Results of R&D
2009~2010 1. Deeply created more related products and engineering
capacities in data capture field including Single & four slot
Ethernet Cradle、Vehicle cradle、and Vehicle charger,
which is used in industrial terminal devices.
  • 1 -
Year Results of R&D
2009~2010 2. For the development and application of GPS module &
Zigbee module, using the development of embedded
system, from hardware platform design, OS porting to
implement software application, and had developed the
technology of embedded system for commercial PDA and
industrial terminal engineering prototypeproducts.
2011~2012 Successfully developed HDMI, DDR3, DDR4, and USB
connectors and deepened photovoltaic (PV) product
development, and our junction box, PV connector, and PV
cable havepassed TÜV and UL certification.
2013~2014 SINBON 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.
2015~2016 1. Tablet PC for Shun Feng logistics development to DVT
stage.
2. Solar monitoring system developed to DVT stage.
3. Finished development EV charger、charging gun and AC
charging pile.

In 2016 we invested a total of NT$429,818 thousand for R&D, with 12% higher than previous year. In the future, SINBON actively develop electronic parts and components for the Internet of Thing (IoT), robots, and smart home applications. At the 4[th] board meeting of 2015, we even passed a joint venture in Ray Service AVA Co., Ltd with Czech Ray Service a. s. company for creating aerospace component products. 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 in 2017

  • 1.2.1. Business policy of 2017

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

  • (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.

  • (4) Provision of one-stop-service for total solutions: Apart from actively developing new products and providing total solutions, through

  • 2 -

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 M edical, A utomotive, G reen energy, I ndustrial application, and C ommunication (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

Thanks to successful organizational transformation, we successfully entered MAGIC industries to gradually transform from consumer products toward industrial application products. While raising revenue by 7% in 2016, our net profit after tax strongly grows by 19% as well. In response to the international situation, SINBON had set up a manufacturing base in overseas locations such as United States and Hungary since 2015. Looking ahead, if we can successfully enter the aerospace field, the company’s

  • 3 -

operation will be going to upper level.

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

Joseph Wang Chairman

  • 4 -

2. Company Profile

2.1. Establishment date: December 6[th] of 1989.

2.2. Milestones:

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

  • Oct 2016 The board resolved that cash investment NT$5 million to DigiO2 Health Medical Technology Co., Ltd. through subsidiary company, Guanze Co., Ltd., liquidation of Korea SINBON Electronics Co., Ltd. and cash back US$290 thousand, disposal of all shares in SINBON Technologies, LLC. and cash back US$100 thousand, cash investment RMB 15 million to establish Ruike Energy Technology Jiangsu Co., Ltd. through subsidiary company, SINBON Tongan Electronics Beijing, and restructured of subsidiary company, Super Elite Ltd.

  • Mar 2017 The board resolved that cash investment US$1 million to SINBON USA.

  • Apr 2017 The board resolved that disposal of all SINBON Czech a.s shares, total amount 200,000 Krone, disposal of all SMART & DILIGENT CO., LTD. shares at amount USD 273,186.64, and increase investment to 4 million Euro (upper limit) to SINBON Elcotronic.

  • 2.2.2. Mass transfer or replacement of shares of directors, supervisors, or shareholders holding over 10% of shares: None.

  • 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 March 9, 2017, the board resolved that the distribution of cash dividends at NT$3.70/share including NT$3.50/share of retained earnings and NT$0.20/share of capital reserves. The proposal will be submitted to the shareholders’ meeting for recognition on June 16, 2017.

  • 5 -

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
Strategy Marketing
Division
President
Operation Performance
Management Division
Headquarter Design & Manufacture
Operation BUG Global Sales Financial Division Sales Marketing
Office Service
----- 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: Chi-lin Wei, Independent Director
Committee member:
Pi-Hsia Hsu-Chung, independent individual.
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
Joseph Wang
Promote various policies and implement assignments assigned by the
board and be accountable for the organization’s business performance.
Strategy Marketing Division
Director Li-li Huang
(1) Industry research and analysis.
(2) Assess and research new business and products.
  • 6 -
Department and Supervisor Functions and Duties
(3) Make overall marketing planning.
President
Wei-ming Liang
Administer product manufacture, sales, human resources, R&D and
finance activities and establish strategic directions.
Operation Performance Management
Division
Director Li-hua Zhang
In charge of group operation performance evaluation issues.
Operation BUG
Concurrently taking up by president
Wei-ming Liang
In charge of all sales activities.
Global Sales
VP Wen-sen Huang
Focus on creating new business.
Design & Manufacture Service
VP Chen-xing Chen
Administration of the Group’s R&D, manufacturing, and logistic
activities.
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 financial planning for various projects.
(6) Plan board meeting and shareholders’ meeting affairs, publish
external information, and operate investor relations and serve as
the investor contact window.
Headquarter Office
VP Huang-ji Lin
Administer the organization’s human resources, administration, IT, and
legal affairs.
Marketing and Strategic Development
Department
Concurrently taking up by Director Li-li
Huang
In charge of implementing all marketing plans.
  • 7 -

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)

Information of Directors and Supervisors (I) Information of Directors and Supervisors (I) Information of Directors and Supervisors (I) Information of Directors and Supervisors (I) Information of Directors and Supervisors (I) Information of Directors and Supervisors (I) Information of Directors and Supervisors (I) Information of Directors and Supervisors (I)
(byApril 18,2017)
Title1 Nationality
or
Residency
Name Gender 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 Relatio
nship
Chairman ROC Joseph
Wang
M Jun 11, 2015 3 Dec 6,
1989
4,625,023
2.22%

5,008,062
2.22%
2,131,236

0.95%

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 M Jun 11, 2015 3 Nov 4,
1997
2,154,160
1.04%

1,932,373
0.86%
300,000

0.13%

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, rep
of Argosy
Research
Inc.
M Jun 11, 2015 3 May 16,
1998
3,624,354
1.74%

3,806,421
1.69%
311,388
(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
M Jun 11, 2015 3 May 6,
2005
1,001,228
0.48%

1,051,523
0.47%
0
0.00% 0 0% IE & MBA, University
of Iowa.
BS in Industrial
Engineering, Tunghai
University.
VP, Starconn
Electronic Co.,Ltd.
7 N/A N/A N/A
Director ROC Wei-Chun
Wang, rep
of Tai-Yi
Investment
Co., Ltd.
M Jun 11, 2015 3 May 6,
2005
3,540,000
1.70%

4,130,572
1.83%
1,159,158
(Shares held
by Wei-Chun
Wang)
0.51% 628,812
(Shares
held by
Wang’s
wife and
children)
0.28% Chengchi University
MBA
Manager, Top Taiwan
Investment &
Development
Chairman,
Tai-Yi
Investment.
Director,
Kingshine
Media Co.,
Ltd.
Chairman Joseph
Wang
Father
and
son
  • 8 -
Title1 Nationality
or
Residency
Name Gender 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 Relatio
nship
Manager, Top
Taiwan
Investment &
Development
Independent
director
ROC Chi-lin Wei M Jun 11, 2015 3 Jun 9,
2006
0 0% 0 0% 0 0% 0 0% PhD in Economics,
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

8
N/A N/A N/A
Independent
director
ROC Shi-Kuan
Chen
F Jun 11, 2015 3 Jun 11,
2015
0 0% 0 0% 0 0% 0 0% PHD of Economics,
Yale University, USA.
Director, TSEC
Director, Taiwan
Tobacco and Liquor
Company
Associate Dean of
Business school in
Taiwan University
Professor,
Taiwan
University
Independent
Director,
Chung Hwa
Pulp
Company
Independent
Director,
momo.com
Inc.
Independent
Director, DBS
Taiwan Bank
N/A N/A N/A
Supervisor ROC Min-zheng
Lin
M Jun 11, 2015 3 Apr 12,
2001
189,908
0.09%

199,447
0.09%
0
0% 0 0% BA in Accounting,
National Cheng Kung
University
Accountant, Liyu CPA
Firm
Accountant,
Liyu CPA Firm
Director, Liyu
Business
Administratio
n Consulting.
Supervisor,
LEDTECH
Electronics.
N/A N/A N/A
  • 9 -
Title1 Nationality
or
Residency
Name Gender 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 Relatio
nship
Supervisor,
Argosy
Technology,
Inc.
Supervisor ROC Kuo-Hong
Wang, rep
of
Kuo-Shian
Investment
Co., Ltd.
M Jun 11, 2015 3 Jun 11,
2015
2,500,000
1.20%

2,415,539
1.07%
105,022
(Shares held
by Kuo-Hong
Wang)
0.05% 0 0% William Rainey Harper
College
Chairman & CEO,
Kuo-Shian
Investment Co., Ltd.
Chairman,
Global
Aluminum
LLC.
Chairman,
Zhen-Bon
Industrial Co.,
Ltd.
Supervisor,
G-Tech
Optoelectroni
cs Corp.
Supervisor,
Tang-Juan
Company
N/A N/A N/A
Supervisor ROC Andy T.C.
Chiu
M Jun 11, 2015 3 Jun 18,
2002
189,931
0.09%

199,471
0.09%
0
0% 0 0% MBA, National Cheng
Chi University.
President, Top Taiwan
Investment &
Development.
President, Top Taiwan
Venture Capital.
President,Taiwan Life
9 N/A N/A N/A
  • 1The Companys must list their name and representative (representatives of the Companys must indicate the the Company 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 the Company), chairman of SINBON Hong Kong (representative of the Company), chairman of SINBON Shanghai (representative of the Company), chairman of SINBON Shenzhen (representative of the Company), chairman of SINBON Jiangyin (representative of the Company), chairman of Guanze, chairman of SINBON International (representative of the Company), chairman of Japan SINBON (representative of the Company), director of Argosy Technology (representative of the Company), chairman of Top Taiwan Venture Capital (representative of the Company), chairman of Top Taiwan II Venture Capital (representative of the Company), director of Top Taiwan III Venture Capital (representative of the Company), director of Top Taiwan VII l Venture Capital (representative of the Company), independent director of AOPEN Inc, director of INPAQ Technology (representative of the Company), director of T-CONN Precision (representative of the Company), director of T-CONN Precision Zhongshan (representative of the Company), director of Super Elite Ltd. (representative of the Company), director of Super Progressive Ltd. (representative of the Company), and director of Beijing SINBON Tongan Electronics (representative of the Company).

  • 5Director of Guanze (representative of the Company), director of Argosy Beijing (representative of the Company), chairman of T-CONN Precision (representative of the Company), chairman of T-CONN Precision Zhongshan (representative of the Company), and chairman of Super Elite Ltd. (representative of the Company).

  • 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 the Company), director of Top Taiwan II Venture Capital (representative of the Company), and director of Top Taiwan V Venture Capital (representative of the Company).

  • 7Director of Worldwide Wire Harnesses Ltd. (representative of the Company), chairman of SINBON Tongcheng (representative of the Company), chairman of DigiO2 International (representative of the Company), director of SINBON Jiangyin (representative of the Company), director of SINBON Hong Kong (representative of the Company), director of SINBON Beijing (representative of the Company), chairman of SINBON USA LLC (representative of the Company), director of Beijing SINBON Tongan (representative of the Company), director of SINBON Shenzhen (representative of the Company), director of SINBON Shanghai (representative of the Company), and

  • 10 -

chairman of Ray Service ADA Corp.

8Chairman of Top Taiwan IV 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 I ~ X venture capitals and Top Taiwan Venture Investment Consulting; chairman ; independent director of Silitech Technology and Chicony Power Technology; representative of corporate director of Depo Auto Parts, Share Hope Medicine, Chia Chang , and AMICCOM Electronics; director of ELAN Microelectronics.

Table 1: Major Shareholder of The Company
(April 18,2017)
Name of The Company1
Argosy Research Inc.
Tai-Yi Investment Co., Ltd.
Kuo-Shian Investment Co.,Ltd.
Major Shareholders of The Company2
Guanze Co., Ltd. (17.81%), Cao-liang Wang (7.18%), SINBON Electronics (3.59%), Shu-zhen
Chen (3.43%), Yi-ben Yuan (2.18%), Sheng-wen Wang (1.74%), Xiu-xi Chen (1.72%), Top
Taiwan V Venture Capital (1.44%), Prudential OTC Market Fund(1.42%), and Yue-ning Wang
(1.21%).
Wei-chun Wang(28.68%), Zhen-chun Wang(28.68%), Chao-Yeh Wang(9.23%), Xin-chi
Yeh(8.80%), Wei-ming Liang(8.19%), Jun-qiang Wang(8.00%), Mu-xiao Liu(4.72%), Huang-ji
Lin(1.92%),and Chi-Chou Chang (1.78%)
Kuo-Hong Wang(33.33%), Xing-hui Liu(33.33%), Xiang Wang(33.33%)

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

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

Table 2: Major Shareholders of Major The Companys in Table 1

(April 18, 2017)

Table 2: Major Shareholders of Major The Companys in Table 1
(April 18,2017)
Name of The Companyin Table 11 Major Shareholders of The Company2
Guanze Co., Ltd. SINBON Electronics (100%)
SINBON Electronics Co., Ltd. Fubon Life Insurance Co., Ltd. (7.34%), US JP Morgan Chase Bank Taipei Branch entrusted
custody of T. Luo Pai Si international exploration fund investment account (2.92%), HSBC
Managed HSBCGIF Asia Small Business (2.36%), Joseph Wang (2.22%), Deutsche Bank
Deutsche Bank Taipei Branch Trusted First Domain Investment Company - First Domain
Greater China Growth Fund Investment Account (2.16%), HSBC Hosted Cooper Locke
International Small Cap Fund (2.15%), Tai-Yi Investment Co., Ltd. (1.83%), Labor Insurance
Fund (1.70%), Argosy Research (1.69%), US JP Morgan Chase Bank Taipei Branch Trusted
Scotland Oriental Small Business Trust CompanyInvestment Account(1.59%).
  • 11 -
Top Taiwan V Venture Capital 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%).
Prudential OTC Market Fund N/A

1Fill in the corporation name for the Companys in Table 1.

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

  • 12 -

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
Wei-Chun Wang,
rep of Tai-Yi
Investment Co.,
Ltd.
No No Yes 0
Chi-lin Wei Yes No Yes 2
Shi-Kuan Chen Yes No Yes 3
Min-zhengLin No No Yes 0
Kuo-Hong Wang,
rep of Kuo-Shian
Investment Co.,
Ltd.
No No Yes 0
AndyT.C. Chiu No No Yes 2

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.

  • 13 -

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

(April 18, 2017)

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 1,051,523
0.47%

0
0% 0 0% IE & MBA, University of Iowa.
BS in Industrial Engineering, Tunghai
University.
VP,Starconn Electronic Co.,Ltd.
3 N/A N/A N/A
Vice
President
ROC Huang-ji Lin Aug 6, 2001 141,683
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
Aug 1, 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
Vice
President
ROC Wen-sen
Huang6
Feb11, 1998 230,602
0.10%

0
0% 0 0% Dip. in Industrial Design, National Taipei
Institute of Science and Technology.
Marketing Chief, AMP
MarketingManager,IR-TEC International.
Director of SINBON
Europe GmbH
(representative of the
Company)
N/A N/A N/A
Director ROC Ping Li Oct 1, 1996 101,220
0.04%

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
Aug 15,1997 38,701
0.02%

763

0.00%

0
0% BA in English, Tamkang University. 5 N/A N/A N/A
Director ROC Hong-kai
Luo
Jun 14, 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 Nov 1, 2000 24,166
0.01%

457

0.00%

0
0% BS in Industrial Engineering and
Management, National United University
Sales Manager, Rui Zun Electronics.
N/A N/A N/A N/A
Director ROC Jun-yu Chen Oct 1, 2000 58,152
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
  • 14 -
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 Li-hua Zhang Oct 1, 2001 1,069 0.00% 1,250 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 Apr 21, 1997
9,903
0.00% 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
Oct 1, 2000 218,827 0.10% 207,745 0.10% 0 0% MBA, National Chung Hsing University
BA in Accounting, Chung Yuan Christian
University.
Associate Manager,Diwan & Company
5 N/A N/A N/A
Director ROC Jun-qiang
Wang
Oct 1, 2014 160,000
0.07%

160,000

0.07%

0
0% MBA, Rutgers University.
BS in Industrial Engineering, Tunghai
University.
Capital Market Assistant Manager, Taiwan
Securities
Supervisor of Guanze.
Director of T-CONN
Precision, SEL, and
T-CONN Precision
Zhongshan
(representative of the
Company)
N/A N/A N/A
Ass. Director ROC Cheng-ling Li Sep 1, 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 Sep 1, 2014 30,403
0.01%

0
0% 0 0% Ging Chung Business College
Sales Officer, Connector BU, SINBON
Taiwan.
Director of SZ SINBON
(representative of the
Company)
N/A N/A N/A
Ass. Director ROC Jie-liang
Chen
Sep 1, 2014 209
0.00%

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
Sep 1, 2014 0 0% 62
0.00%

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 Sep 1, 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 Oct 1, 2014 2,864
0.00%

0
0% 0 0% BA in Spanish, Tamkang University Director of JY SINBON
(representative of the
Company)
N/A N/A N/A
Ass. Director ROC Bing-chen
Song
Oct 1, 2014 1,689
0.00%

0
0% 0 0% Ping Tung College of Technology
Sales Manager,Wieson Technologies
N/A N/A N/A N/A
Ass. Director ROC Hao-min Hsu Oct 1, 2014 78
0.00%

0
0% 0 0% Department of Shipping and Transportation
Management,National Taiwan Ocean
N/A N/A N/A N/A
  • 15 -
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
University.
Longwell Company
FedEx Taiwan
Ass. Director ROC Kong-de
Yang
Oct 1, 2014 0 0% 0 0% 0 0% College
Plant Manager,Golden Bridge Electech
N/A N/A N/A N/A
Ass. Director ROC Min-zheng
Lin
Jun 1, 2015 588
0.00%

0
0% 0 0% Department of Electronic Engineering,
National United University
Section Chief of ECH-CAST MFG. CORP.
N/A N/A N/A N/A
Ass. Director ROC Lian-jing
Huang
Jun 1, 2015 48,539
0.02%

0
0% 0 0% National Taipei University of Business
Accountant of Accor Knitting Company
Casher & Procurement staff of SINBON
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.

3 Director of Worldwide Wire Harnesses Ltd. (representative of the Company), chairman of SINBON Tongcheng (representative of the Company), chairman of DigiO2 International (representative of the Company), director of SINBON Jiangyin (representative of the Company), director of SINBON Hong Kong (representative of the Company), director of SINBON Beijing (representative of the Company), chairman of SINBON USA LLC (representative of the Company), director of Beijing SINBON Tongan (representative of the Company), director of SINBON Shenzhen (representative of the Company), director of SINBON Shanghai (representative of the Company), and chairman of Ray Service ADA Corp.

4Director of SINBON Hong Kong (representative of the Company), supervisor of SINBON Jiangyin (representative of the Company), and supervisor of SINBON Tongcheng (representative of the Company).

5Director of SINBON Hong Kong (representative of the Company), supervisor of SINBON Shenzhen (representative of the Company), supervisor of SINBON Shanghai (representative of the Company), supervisor of DigiO2 (representative of the Company), director of Guan Ze (representative of the Company), supervisor of T-CONN (representative of the Company), director of Super Elite Ltd. (representative of the Company), supervisor of SINBON Tongan Electronics Beijing (representative of the Company), director of SINBON Tongcheng (representative of the Company), director of SINBON Jiangyin (representative of the Company), , supervisor of SINBON Electronics Beijing (representative of the Company), supervisor of Ray Service ADA Corp., and supervisor of Hong Kong Comteck Electronics Co., Ltd. (representative of the Company). 6Wen-sen Huang was promoted as VP since April 1, 2017.

  • 16 -

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

3.3.1. Directors (including independent directors)

(December 31, 2016/NT$1,000)

Title Name Remuneration paid to directors Remuneration paid to directors Remuneration paid to directors Remuneration paid to directors Remuneration paid to directors Remuneration paid to directors Remuneration paid to directors Remuneration paid to directors Proportion of
the sum of
items A-D in net
profit after tax10
Proportion of
the sum of
items A-D in net
profit after tax10
Compensation earned by directors holding concurrent posts at
SINBON or affiliates
Compensation earned by directors holding concurrent posts at
SINBON or affiliates
Compensation earned by directors holding concurrent posts at
SINBON or affiliates
Compensation earned by directors holding concurrent posts at
SINBON or affiliates
Compensation earned by directors holding concurrent posts at
SINBON or affiliates
Compensation earned by directors holding concurrent posts at
SINBON or affiliates
Compensation earned by directors holding concurrent posts at
SINBON or affiliates
Compensation earned by directors holding concurrent posts at
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 Affiliates11
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
From SINBON From All Consolidated Entities7 From SINBON From All Consolidated Entities7 From SINBON From All Consolidated Entities7 From SINBON From All Consolidated Entities7 From SINBON From All Consolidated Entities7 From SINBON From All Consolidated Entities7 From SINBON From All Consolidated Entities7 From SINBON From All
Consolidated
Entities8
From SINBON From All Consolidated Entities7
Cash Stock (Fair
Market Value)
Cash Stock (Fair
Market Value)
Chairman Joseph Wang - - - - 10,050 10,050 430 430 0.91 0.90 5,430 9,809 - - 11,700 - 11,700 - 2.39 2.75 -
Director Wei-ming
Liang
Director Xin-chi Yeh
Director Cao-liang
Wang, rep of
Argosy
Research
Director Wei-Chun
Wang, rep of
Tai-Yi
Investment
Co.,Ltd.
Independent
Director
Chi-lin Wei
Independent
Director
Shi-Kuan
Chen
* In addition to the above table, the other payments to the directors of the Company in the last year from all companies in consolidated reports (such as to be a consultant, not an employee):None.
  • 17 -

Remuneration Intervals

Intervals of Remuneration Paid to
Directors (NT$)
Director Director 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 members All members Xin-chi Yeh, Cao-liang
Wang, rep of Argosy
Research, Wei-Chun
Wang, rep of Tai-Yi
Investment Co., Ltd.,
Chi-lin Wei, Shi-Kuan
Chen
Xin-chi Yeh, Cao-liang
Wang, rep of Argosy
Research, Wei-Chun
Wang, rep of Tai-Yi
Investment Co., Ltd.,
Chi-lin Wei, Shi-Kuan
Chen
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 10,480,000 10,480,000 27,610,000 31,989,000
  • 1The name of directors must be indicated individually (both the name of the Companys 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. In addition, according to IFRS 2 "Fundamental basis for the payment", the remuneration recognized as salary costs should also be included, including the acquisition of employee stock vouchers, restrictions on employee rights and participation in new shares and other shares, etc.

  • 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.

  • 7The total amount of all remunerations paid to directors by all consolidated entities (including SINBON).

  • 8The name of directors must be disclosed in respective remuneration intervals based on the total amount of remunerations paid to each director by SINBON.

  • 9The 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).

  • 10This 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.

  • 11

  • 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 (I), 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.

  • *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.

  • 18 -

3.3.2. Remunerations Paid to Supervisors

(December 31,2016/NT$1,000) (December 31,2016/NT$1,000) (December 31,2016/NT$1,000) (December 31,2016/NT$1,000) (December 31,2016/NT$1,000) (December 31,2016/NT$1,000) (December 31,2016/NT$1,000) (December 31,2016/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
- - 3,750 3,750 170 170 0.35% 0.35% -
Supervisor Andy T.C.
Chiu
Supervisor Kuo-Hong
Wang, rep
of
Kuo-Shian
Investment
Co.,Ltd.

Remuneration Intervals

Intervals of Remuneration Paid to Directors (NT$) Supervisor Supervisor
Sum of A,B,C,D
From SINBON6 From All Consolidated Entities7 (D)
Under 2,000,000 Min-cheng Lin, Andy T.C. Chiu,
Kuo-Hong Wang, rep of Kuo-Shian
Investment Co.,Ltd.
Min-cheng Lin, Andy T.C. Chiu, Kuo-Hong
Wang, rep of Kuo-Shian Investment Co.,
Ltd.
2,000,000(incl.)-5,000,000(excl.)
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 3,920,000 3,920,000
  • 1The name of supervisors must be indicated individually (both the name of the Companys 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.

  • 19 -

3.3.3. Remunerations Paid to President and Vice Presidents

(December 31,2016/NT$1,000) (December 31,2016/NT$1,000) (December 31,2016/NT$1,000) (December 31,2016/NT$1,000) (December 31,2016/NT$1,000) (December 31,2016/NT$1,000) (December 31,2016/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
tax8
Compensation Paid to Supervisors from
Non-consolidated Affiliates9
From SINBON From All Consolidated
Entities5
From SINBON From All Consolidated
Entities5
From SINBON From All Consolidated
Entities5
From
SINBON
From All
Consolidate
d Entities5
From SINBON From All Consolidated
Entities5
Cash Stock (Fair
Market Value)
Cash Stock (Fair
Market Value)
President Wei-ming
Liang
3,348 4,299 - - 1,690 1,690 3,000 - 3,000 - 0.69 0.77 -
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.

PS: Wen-sen Huang was promoted as VP since April 1, 2017, so above table is not included his remunerations.

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 SINBON6 From All Consolidated
Entities7
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 8,038,000 8,989,000
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. In addition, according to IFRS 2 "Fundamental basis for the payment", the
remuneration recognized as salary costs should also be included, including the acquisition of employee stock vouchers, restrictions on
employee rights and participation in new shares and other shares, etc.

4This 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.

5The total amount of all remunerations paid to presidents and vice presidents by all consolidated entities (including SINBON).

6The 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.

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 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 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”.

  • 20 -

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.

*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

(December 31,2016/NT$1,000) (December 31,2016/NT$1,000) (December 31,2016/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 - 1,290 1,290 0.11
Vice President Huang-ji Lin
Vice President Zhen-xingChen
Vice President Wen-sen Huang
Director Qi-zhongChen
Director Hong-kai Luo
Director PingLI
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 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
Ass. Director Kong-de Yang
Ass. Director Min-zhengLin
Ass. Director Lian-jingHuang
CFO Chi-Chou Chang

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

2Fill 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.

3Referring 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.

4Directors, 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

  • 21 -

relevance to operational performance and future risk.

(December 31,2016) (December 31,2016) (December 31,2016) (December 31,2016)
Item Proportion of Total Remuneration Amount in Net Profit after Tax(%)
2015 2016
SINBON All Consolidated
Entities
SINBON All Consolidated
Entities
Directors 2.54 2.61 2.39 2.75
Supervisors 0.28 0.28 0.34 0.34
President and Vice Presidents 0.79 0.90 0.11 0.11
Note: Although the amount of remunerations in 2016 was higher than in 2015, the percentage of the increase is
lower than 20%,so there is no explanation needed accordingto the rules.
  • (1) The payment policy, standard, and combination of remunerations:

  • A. Directors and Supervisors: There is no fixed salary but traveling expenses to attend the Board meeting is NT$ 10,000 every time. According to the Company's Articles of Incorporation, annual remuneration to directors and supervisors was no more than 3% of pre-tax net profit aside as an annual reward

  • B. Managers: Referring to other companies’ payment levels and regulations of the Company, managers shall be paid remunerations no less than 1% and no more than 15% of pre-tax net profit and the remunerations shall be paid in first half year and second half year according to performance scores.

  • (2) Procedure to remuneration determination; and their relevance to operational performance and future risk:

  • A. Procedure steps: a. setup annual performance indexes b. grading c. remuneration amount propose d. remuneration Committee review e. approved by the Board f. distribution.

  • B. Relevance: the amount of remunerations was depended on personal performance and the profits of the Company.

3.4. Corporate Governance

3.4.1. Board Operation

Between June 2016 and April 2017, 4 (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 4 0 100% -
Director Wei-ming Liang 4 0 100% -
Director Xin-chi Yeh 3 1 75% -
Director Cao-liang Wang,
representative of
ArgosyResearch Inc.
4 0 100% -
Director Wei-Chun Wang, rep
of Tai-Yi Investment
Co.,Ltd.
4 0 100% -
Independent
Director
Chi-lin Wei 4 0 100% -
Independent
Director
Shi-Kuan Chen 4 0 100% -
Annotations
(1) The board operation has one of below status should 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:
A. Items listed in Article 14-3 of the Securities and Exchange Act.
B. The other board resolutions with dissenting opinion or qualified opinion expressed by
independent directors and recorded in the minutes or in writing.
No above issues.
  • 22 -

  • (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: In the 4[th] meeting of BOD in 2016, the independent director, Ms. Shi-Kuan Chen, avoid being involved in discussions and resolutions because she is also an independent director of DBS Taiwan when the board discussed renew line of credit from DBS Taiwan. It resolved by the other directors of the board and had no objection.

  • (3) Assessment of performance in improving board function and achieving relevant goals in this year and last year: The Board has established and implemented with the "Self-Evaluation or Peer Evaluation of the Board of Directors”. The Company shall take into consideration its condition and needs when establishing the criteria for evaluating the performance of the board of directors (functional committees), which should cover, at a minimum, the following five aspects:

  • A. Participation in the operation of the company;

  • B. Improvement of the quality of the board of directors' decision making;

  • C. Composition and structure of the board of directors;

  • D. Election and continuing education of the directors; and

  • E. Internal control.

The criteria for evaluating the performance of the board members (on themselves or peers), should cover, at a minimum, the following six aspects:

  • A. Familiarity with the goals and missions of the company;

  • B. Awareness of the duties of a director;

  • C. Participation in the operation of the company;

  • D. Management of internal relationship and communication;

  • E. The director's professionalism and continuing education; and

  • F. Internal control.

The indexes of board performance evaluation shall be determined based on the operation and needs of the Company and suitable and appropriate for evaluations by the company once a year. Scoring criteria may be modified and adjusted based on the company's needs. The weighted scoring method may be adopted based on the aspects of evaluation. The evaluation had done on January 5, 2017 and the results has been published on website:

http://www.sinbon.com/tw/investor-relations/financial-statement/

1If directors and supervisors are entities, the name of the Company 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. 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 June 2016 and April 2017, 4 (A) board meetings were held, and supervisor attendances are as follows:

Title Name Actual Attendance (B) Actual Attendance Rate (%)
(B/A) (Notes)
Remarks
Supervisor Min-chengLin 4 100% -
Supervisor Kuo-Hong Wang, rep of
Kuo-Shian Investment
Co.,Ltd.
3 75% -
Supervisor AndyT.C. Chiu 2 50% -
Annotations
(1) Formation and duty of supervisors
1) Communication between supervisors and employees/shareholders: At least 1 supervisor had
attended shareholders’ meetings over theyears to communicate with and report to shareholders
  • 23 -

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 submits the audit reports to supervisors periodically and CPA will send questionnaire to supervisors to implement two-way communication with supervisors. Since 3[rd] meeting of the board in 2016, CPA attended the meeting of the board quarterly to communicate with supervisors and chief auditor face to face.

  • (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 1st board meeting in 2017, Supervisor Kuo-Hong Wang recommended that in order to meet the expects of shareholders, the cash dividend of 2016 should raise to NT$3.6 or 3.7/share from 3.5/share. The recommendation was adopted by the board and resolved to distribute extra NT$0.2/share cash dividend by capital reserves, which suggested by Supervisor Min-cheng Lin.

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’
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 tradingon undisclosed





(1) The Company has established “Stakeholder site” on
website and implemented 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.
(3) The Company has established the “Group Enterprise
Management Regulations”, “Investment Management
Regulations”, “Internal Control System”, “Internal Audit
System”, and relevant laws and regulations to handle
affiliate issues.
(4) The Company has established the “Corporate
Governance Best Practice Principles” and the article 8
is prohibiting insider trading on undisclosed
information.

No
No
No
No
  • 24 -
Assessment Item Status of Implementation1 Non-compliance
with the BPP
and reasons
Yes No. Performance Summary
information?
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 the “Corporate
Governance Best Practice Principles” and please refer
the article18. Board members have been selected from
qualified candidates by the chairperson with board
authorization.
(2) The Company does not establish any other functional
committees, except for the Wage and Compensation
Committee. Functional committees will be established
when necessary.
(3) The Company had established the “Evaluation of the
Board of Directors Performance” since April 22, 2016
and finished the performance report and public it on
Jan. 5, 2017 on the Company’s website. The Company
will do the evaluation once a year via questionnaires
then report to the board.
(4) The Company assesses the independency of CPAs on a
regular basis (once a year) with reference to Article 27
of the BPP and reports the results to the board, and
the last report was presented on Mar. 9, 2017. 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 set up a
corporate governance unit or
personnel responsible for
corporate governance related
matters including but not limited
to providing the required
information to directors and
supervisors to carry out the
business, handle the matters
relating to the BOD and the
shareholders 'meeting in
accordance with the law, handle
the registration issues of the
Company, and make the meeting
minutes for BOD and the
shareholders' meeting?
The Company had assigned Public Affairs Department to be
the corporate governance unit and deputy spokesperson is
responsible for corporate governance related matters.
5. 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.
6. Does the Companyassign The Companyhas assigned the Register Department of No.
  • 25 -
Assessment Item Status of Implementation1 Status of Implementation1 Status of Implementation1 Non-compliance
with the BPP
and reasons
Yes No. Performance Summary
professional registers to handle
shareholder meetingaffairs?
Taishin International Bank as our register.
7. 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 to handle relevant affairs and discloses material
information over the Chinese and English versions and
public the CSR report on the corporate website.

No.
No.
8. 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. You may also
refer the Company’s CSR report toget more information.
No.
9. Please indicate the improvement results of the last corporate governance evaluation issued by Corporate Governance
Center of the Taiwan Stock Exchange Co., Ltd. or how to improve:
The result of last corporate governance evaluation for the Company is top 6% ~ 20%. The Company had done some works
on the improvement of shareholders’ rights, for example, adoption of the nomination system for election of directors and
supervisors, resolution though voting for each case and disclosure the voting results on meeting minutes, and cash
dividendpayment within 30 days of exemption date.

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

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

  • 26 -

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 4 -
External
individual
Mu-xiao Liu No No Yes 0 -
External
individual
Pi-Hsia
Hsu-Chung
No No Yes 0 -
  • 1Please specify member status: director, independent director, or others.

  • 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.

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

  • 3If 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”.

  • 27 -

  • (2) Operation of the Wage and Compensation Committee

  • A. Committee members: 3.

B. Current term: June 22, 2015 to June 10, 2018. By April 21, 2017, 5 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 5 0 100% -
Committee
Member
Pi-Hsia Hsu-Chung 3 2 60% -
Committee
Member
Mu-xiao Liu 5 0 100% -
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

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
CSR policy and an effective and
well-defined reward and punishment
system?




(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 once a year. Please refer page 25 of
2015 CSR report.
(4) The wage and compensation policy of the
Company: 1) wage resource planning based
on cost efficiencyand risk control;2)wage

No.
No.
No.
No.
  • 28 -
Assessment Item Implementation1 Non-compliance with the
Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM
Listed Companies and
Reasons
Yes No Performance Summary2
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.

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
certification in 2002).
(7) In 2012, the Company passed ISO 14064-1
GHG inventory for enterprise certification,
and we implement GHG inventoryevery

No.
No
No.
  • 29 -
Assessment Item Implementation1 Non-compliance with the
Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM
Listed Companies and
Reasons
Yes No Performance Summary2
year since then.
(8) The others, please refer page 41~57 of 2015
CSR report.
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?









(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) & (9) 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.
4. Reinforcement of disclosure of CSR
information.
(1) The Companyvoluntarilydiscloses CSR No.
  • 30 -
Assessment Item Implementation1 Implementation1 Implementation1 Non-compliance with the
Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM
Listed Companies and
Reasons
Yes No Performance Summary2
(1) Does the Company disclose relevant
and reliable CSR information on the
corporate website and MOPS?
information on the corporate website, and
“environmental sustainability, green
proclamation, and social commitment” are
the three axes of implementation.
(2) The Company published 2015 CSR report to
disclose our performance in CSR
implementation andpublished on website.
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.
6. Other material information enabling a better understanding of CSR implementation:
(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.
(2) The Company passed SA8000 social accountability certification at the end of 2013 and obtained the certificate in 2014.
(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 sustainabilitythroughplanningand real action.
7. If the organizational CSR report has passed the verification standards of relevant certification authorities, please specify:
(1) The Company’s CSR report has been published since 2015. It was followed by the core options of G4 Guidelines Version,
published by Global Reporting Initiative, and following AA1000 (2008) standard. Furthermore, It also approved by
SGS-Taiwan.
(2) Quality management systems: ISO 9001, ISO 14001, ISO 13485, UL Wiring Harness, Medical Device Good Manufacture
Practice (GMP), and TS16949.
(3) Other systems: SA8000 social accountabilitysystem,GSV,OHSAS18000,and ISO 14064-1.
  • 1Please describe the situation, either “yes” or “no” in the non-compliance column.

  • 2If 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


(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
relevantpolicies andpractices
No.
No.
  • 31 -
program and implement SOPs,
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?
regularly and irregularly. 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 once a year. 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 includes 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

(1) The Company establishes
“Stakeholder Site” on website to
handle all relevant reports.
(2) The Company has establishes the
“SOP procedures for dealing with
Unlawful, Unethical or Dishonesty
issues”.
No.
No.
  • 32 -
personnel to handle a reported
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?
(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.
  • 1Please 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:

    • (1) Statement of Internal Control

(See next page)

  • 33 -

Statement of Compliance of Internal Control System

(March 9, 2017)

The results of the self-inspection of the internal control system of the Company in 2016 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 December 31, 2016 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 March 9, 2017.

SINBON Electronics Co., Ltd.

Joseph Wang Chairman

Wei-ming Liang President

  • 34 -

  • (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 2016 Board Passed the consolidated financial statement and individual
Meeting financial statements of 2015.
Passed the profit allocation plan of 2015.
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 2015.
Passed the Business Plan 2016.
Passed the remuneration for members of the Wage and
Compensation Committee who were not independent director.
Passed amendment to the Operational Procedures for Loaning
of Company Funds.
Passed the agenda and relevant affairs of the annual
shareholders’ meeting of 2016.
Determined the base date of issuing new shares from the
unsecured convertible bond V.
Passed amendment to the Operational procedures for
Acquisition and Disposal of Assets.
Passed the renewal of the load credit line at Ta Chong Bank and
Far Eastern International Bank.
April 2016 Board Passed the consolidated financial statement of Q1 2016.
Meeting Review of shareholders’ meeting proposals: Announced.
Determined the base date of issuing new shares from the
unsecured convertible bond V.
Reviewed the assessment results of CPA independency:
Complied.
Passed the renewal of the load credit line at ANZ Bank (Taiwan)
Limited and Bank SinoPac.
Passed to establish the "Self-Evaluation or Peer Evaluation of
the Board of Directors”.
Passed to establish the “Procedures of Reporting and Handling
Illegal, Unethical or Dishonest Behavior”.
June 2017 Shareholder Adoption of the 2015 Business Report and Financial Statements
Meeting Result: Adopted and published meeting minutes on MOPS.
Adoption of the Proposal for Distribution of 2015 Profits
Result: Adopted and distributed on September 22, 2016.
  • 35 -
Discussion of amendment to the Company's Articles of
Incorporation
Result: Passed and finished the registration on July 7, 2016.
Proposal for a new share issue through capitalization of Capital
Reserve
Result: Passed and distributed on October 7, 2016.
Discussion of amendment to the Rules of Procedure for
shareholders' meeting
Result: Passed and published meeting minutes on MOPS.
Discussion of amendment to the Operational Procedures for
Loaning of Company Funds
Result: Passed and published meeting minutes on MOPS.
Discussion of amendment to the Operational procedures for
Acquisition and Disposal of Assets
Result: Passed and published meeting minutes on MOPS.
July 2016 Board Passed EY CPA firm internal exchange auditing accountant.
Meeting Passed the consolidated financial statement of Q2 2016.
Passed the issue of new shares by transferring additional
paid-in capital to capital increase and the payout schedule of
2016 cash dividends.
Passed the base date of issuing new shares from the unsecured
convertible bond V.
Passed renewal of the credit line from Taipei Fubon Bank, the
Export-Import Bank, Cathay United Bank, HSBC Taiwan.
October Board Passed the base date of issuing new shares from the unsecured
2016 Meeting convertible bond V.
Passed the annual audit plan for 2017.
Passed the amendment to the “Code of Corporate Governance
Practice”.
Passed the amendment to the “Code of CSR Practice”.
Passed the expansion of second manufactory at Maioli.
Passed increase of investment NT$5 million to subsidiary
DigiO2 Health Medical Technology Co., Ltd. through subsidiary
company, Guanze Co., Ltd.
Passed liquidation of Korea SINBON Electronics Co., Ltd.
Passed disposal of all shares in SINBON Technologies, LLC.
Passed cash investment RMB 15 million to establish Ruike
Energy Technology Jiangsu Co., Ltd. through subsidiary
company, SINBON Tongan Electronics Beijing.
Passed restructured of subsidiary company, Super Elite Ltd.
Passed the consolidated financial statement of Q3 2016.
Passed the amendment to the salary structure.
Passed renewal of Taihsin Bank, Bangkok Bank, Land Bank of
Taiwan, Mizuho Bank, and ANZ Bank (Taiwan) Limited.
March 2017 Board Reviewed the assessment results of CPA independency:
Meeting Complied.
Passed the consolidated financial statement and individual
  • 36 -

financial statements of 2016. Passed the profit allocation plan of 2016. Passed to pay extra cash dividend though capital reserve Passed the Statement of Compliance of Internal Control System Compliance of 2016. Passed the Business Plan 2017. Passed the amendment to the “Operational procedures for Acquisition and Disposal of Assets”. Passed the amendment to the “Apply for suspension and resumption of trading procedures”. Passed the remuneration for members of the board. Passed the agenda and relevant affairs of the annual shareholders’ meeting of 2017. Passed the base date of issuing new shares from the unsecured convertible bond V. Passed to issue unsecured convertible bond VI, NT$500 million. Passed renewal of the credit line from Taiwan Bank and HSBC China.

Passed increase investment USD1 million to SINBON USA. Passed the promotion of VP Wen-sen Huang. April 2017 Board Passed the consolidated financial statement of Q1 2017. Meeting Review of shareholders’ meeting proposals: Announced. Passed the remuneration package of new Global Sales VP and some Sales Directors. Passed disposal of all SMART & DILIGENT CO., LTD. shares at amount USD 273,186.64. Passed investment in Cayman Lan-Cheng Fund USD 1.595 million.

Passed the renewal of the load credit line at Mizuho Bank, HSBC Taiwan, and Yongfeng Bank. Passed the disposal of all SINBON Czech a.s shares, amount 200,000 Krone.

Passed increase investment limit to 4 million Euro to SINBON Elcotronic.

  • 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:

Summary of Resignation or Relief of Relevant Roles

(by April 30, 2016)

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.

  • 37 -

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: NT$1,000)

CPA Firm Ernst & Young Taiwan
Name of CPA (1) Hong-Kuang Lin
Name of CPA (2) Tzu-Ping Huang
Audit Service Fee 4,560
Non-audit Service Fee System Design 0
Registration 310
Human Resources 0
Others2 0
Subtotal 310
Does the audit period covers an
entire accounting year?
Coverage Yes
Audit period N/A
  • 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 & YoungTaiwan Hong-KuangLin Tzu-PingHuang 2016 -

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
Service Fee
Internal
Audit Service Fee Non-Audit Service Fee Total
1 Under 2,000 310 310
2 2,000(incl.)-4,000
3 4,000(incl.)-6,000 4,560 4,560
4 6,000(incl.)-8,000
5 8,000(incl.)-10,000
6 10,000 and over
  • 38 -

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
Official
Registration
Human
Resources
Others2 Subtotal
Ernst &
Young
Taiwan
Hong-KuangLin 4,560 - 310 - - 310 2016 -
Tzu-Ping Huang 2016

1If 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.

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

3The 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

3.6.1. Informati on of Previous CPAs on of Previous CPAs on of Previous CPAs on of Previous CPAs on of Previous CPAs
Date of change
Reasons for change
Reasons for termination or
rejection of assignment of the
client or CPA.
Comments and reasons for
issuing audit reports without
comments in last twoyears.
Different opinion with report
issuer.
Other disclosures
N/A
N/A
PartyInvolved CPA Client
Voluntarytermination of assignment N/A N/A
Rejection of assignment N/A N/A
N/A
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
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 date:

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

  • 39 -

(unit: share) (unit: share) (unit: share) (unit: share)
2015 ByApril 19 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 233,157
0
0 0
Director Xin-chi Yeh (264,130) 0 0 0
Director Argosy Research 110,825
0
0 0
Representative of
Director
Chao-liang Wang 9,066
0
0 0
Director Wei-ming Liang 30,615
514,908

0
0
Director Tai-Yi Investment Co., Ltd. 120,263
0
0 0
Representative of
Director
Wei-Chun Wang (466,251) 0 0 0
Independent
Director
Chi-lin Wei 0 0 0 0
Independent
Director
Shi-Kuan Chen 0 0 0 0
Supervisor Min-cheng Lin 5,807
0
0 0
Supervisor Andy T.C. Chiu 5,807
0
0 0
Supervisor Kuo-Shian Investment Co., Ltd 70,329
0
0 0
Representative of
Supervisor
Kuo-Hong Wang 3,057
0
0 0
President Wei-ming Liang 30,615
514,908

0
0
Vice President Huang-ji Lin 4,125
0
0 0
Vice President Zhen-xing Chen 0 0 0 0
Director Wen-sen Huang 6,714 0 0 0
Director Ping LI 2,947
0
0 0
Director Qi-zhong Chen 1,126 0 0 0
Director Hong-kai Luo 0 0 0 0
Director Jia-zhi Hsu (8,297) 0 0 0
Director Jun-yu Chen 1,693
0
0 0
Director Li-hua Zhang 32
0
0 0
Director Li-li Huang (17,973) 0 0 0
CFO Chi-Chou Chang 11,562 0 0 0
Director Jun-qiang Wang 7,052 0 0 0
Ass. Director Cheng-ling Li 0 0 0 0
Ass. Director Xiu-sui Lin 885 0 0 0
Ass. Director Jie-liang Chen 6 0 0 0
Ass. Director Yun-ru Huang 0 0 0 0
Ass. Director Jin-ze Zheng 0 0 0 0
Ass. Director Hao-min Hsu 2 0 0 0
Ass. Director Bing-chen Song 49
0
0 0
  • 40 -
2015 2015 ByApril 19 of currentyear ByApril 19 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
Ass. Director Xin-chun Wu 2,025
0
0 0
Ass. Director Kong-de Yang 0 0 0 0
Ass. Director Min-zheng Lin 17
0
0 0
Ass. Director Lian-jing Huang 1,413
0
0 0

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

2List 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
Director
Xin-chi Yeh
settlement Dec. 27,
2016
Yeh’s wife and
child
N/A 330,000 N/A

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

2Fill in “acquisition” or “settlement”.

3.8.3. Share Mortgage Information

3.8.3. Share Mo rtgage Inform ation
Name1 Reasons for
Pledge2

Change
Date
Transaction
Counterparty
Relationship between the
transaction counterparty
and the Company, directors,
supervisors, and
shareholders holding over
10% of shares

Shares
Shares
Held
(%)
Pledge
Rate
(%)
Pledge
(redemption)
amount
(NT$1,000)
Wei-ming
Liang

pledge
Apr. 26,
2016
CTBC Bank No 514,908 0.47% 49% N.A.

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

2Fill in pledge 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 own party Shares held by own party 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 16,536,167 7.34% 0 0.00% 0 0.00% N/A N/A
US JP Morgan Chase
Bank Taipei Branch
entrusted custody of T.
Luo Pai Si international
exploration fund
investment account
6,573,387
2.92%
0 0.00% 0 0.00% N/A N/A
  • 41 -
Name1 Shares held by own party Shares held by own party 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
HSBC Managed
HSBCGIF Asia Small
Business
5,318,547 2.36% 0 0.00% 0 0.00% N/A N/A
Joseph Wang 5,008,062 2.22% 2,131,236 0.95% 0 0.00% Representative
of Tai-Yi
Investment:
Wei-Chun
Wang.
Father and
son
Deutsche Bank
Deutsche Bank Taipei
Branch Trusted First
Domain Investment
Company - First
Domain Greater China
Growth Fund
Investment Account
4,858,181 2.16% 0 0.00% 0 0.00% N/A N/A
HSBC Hosted Cooper
Locke International
Small CapFund
4,849,971 2.15% 0 0.00% 0 0.00% N/A N/A
Tai-Yi Investment Co.,
Ltd.
4,130,572 1.83% 0 0.00% 0 0.00% Joseph Wang Father and
son
Labor Insurance Fund 3,835,898 1.70% 0 0.00% 0 0.00% N/A N/A
ArgosyResearch 3,695,596 1.70% 0 0.00% 0 0.00% N/A N/A
US JP Morgan Chase
Bank Taipei Branch
Trusted Scotland
Oriental Small Business
Trust Company
Investment Account
3,585,000 1.59% 0 0.00% 0 0.00% N/A N/A

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

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

3The 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/December 31, 2015)

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 8,000,000 20.00 - - 8,000,000 20.00
Super Elite Ltd. - 64.48 - - - 64.48
Samoa Smart& Diligent Co.,Ltd - 51.51 - - - 51.51
  • 42 -
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 %
ArgosyResearch 2,945,034 3.59 14,624,200 17.81 17,569,234 21.40
Korea SINBON Electronics Co.,Ltd. - 37.50 - - - 37.50
SINBON Tongan Electronics Beijing - 100.00 - - - 100.00
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
RayService AVA Co.,Ltd. 2,700,000 90.00 - - 2,700,000 90.00
SINBON Europe GmbH - 100.00 - - - 100.00

1Investments by the equity method.

2Investments in Guanze.

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

  • 43 -

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.
Sep1995 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
Aug2003 10 190,000 1,900,000 101,700 1,016,997 Conversion with convertible bonds at 13,638. None 6
Sep2003 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
Aug2004 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
  • 44 -
Month/Year Issue
Price
Authorized
Shares/Capital
Authorized
Shares/Capital
Capital Stock Capital Stock Remarks 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
May2012 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
May2015 10 450,000 4,500,000 207,956 2,079,563 Conversion with convertible bonds at 2,854. None 18
Aug2015 10 450,000 4,500,000 211,109 2,111,090 Conversion with convertible bonds at 31,528 None 18
Sep2015 10 450,000 4,500,000 215,262 2,152,625 Capital surplus transferred to capital at 41,534 None 19
Nov 2015 10 450,000 4,500,000 215,830 2,158,298 Conversion with convertible bonds at 5,674 None 18
Mar 2016 10 450,000 4,500,000 217,645 2,176,454 Conversion with convertible bonds at 18,155 None 18
May2016 10 450,000 4,500,000 217,934 2,179,342 Conversion with convertible bonds at 2,888 None 18
Aug2016 10 450,000 4,500,000 217,958 2,179,585 Conversion with convertible bonds at 243 None 18
Sep2016 10 450,000 4,500,000 224,495 2,244,949 Capital surplus transferred to capital at 65,364 None 20
Nov 2016 10 450,000 4,500,000 224,607 2,246,068 Conversion with convertible bonds at 1,119 None 18
Mar 2017 10 450,000 4,500,000 225,416 2,254,161 Conversion with convertible bonds at 8,093 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.

  • 45 -

NB 18: Approved by Letter Jin-Guan-Cheng-Zi 1030017865 issued by the Financial Supervisory Commission, on 26 May 2014. NB 19: Approved by Letter Jin-Guan-Cheng-Zi 104002851 issued by the Financial Supervisory Commission, on 28 July 2015. NB 20: Approved by the Financial Supervisory Commission, on 18 July 2016.

Unit: Shares

Unit: Shares
Share
Type
Authorized Shares/Capital Remarks
Externally circulated
shares1
Unissued Shares Total
Common
Share
Listed shares
225,416,137
224,583,863 450,000,000 30,000,000 shares were
reserved for subscription
warrant, preferred shares
with warrants, or exercise
of subscription right
conversion of equity
warrant bonds.

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

4.1.2. Shareholder structure

(by Apri l18, 2017)

4.1.2. Shareholder structure (byApri l18,2017
Shareholder Structure Count Shares Held Percentage
Government Agencies 0 0 0 %
Financial Institutions 52 34,048,778 15.10 %
Other Corporations 69 16,566,796 7.35 %
Foreign Institutions and Individuals 225 87,953,306 39.02 %
Individuals 38,101 86,847,257 38.53 %
Subtotal 38,447 225,416,137 100.00 %

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
(byApril 18,2017)
Shares Held Grading Number of
Shareholders
Shares Held Percentage
1~999 27,287
1,156,730

0.51%
1,000~5,000 8,397
14,692,101

6.52%
5,001~10,000 1,194
8,207,981

3.64%
10,001~15,000 551
6,466,742

2.87%
15,001~20,000 193
3,390,786

1.50%
20,001~30,000 247
5,928,256

2.63%
30,001~40,000 108
3,696,820

1.64%
40,001~50,000 75
3,348,426

1.49%
50,001~100,000 160
11,146,465

4.94%
100,001~200,000 93
13,274,729

5.89%
200,001~400,000 56
15,417,286

6.84%
400,001~600,000 20
9,746,507

4.32%
600,001~800,000 18
12,614,670

5.60%
800,001~1,000,000 8
7,298,044

3.24%
Above 1,000,001 40
109,030,594

48.37%
Total 38,447
225,416,137

100.00%

4.1.4. List of major shareholders

  • 46 -
Shares
Major Shareholder

Shares Held
Percentage
Fubon Life Insurance 16,536,167
7.34%
US JP Morgan Chase Bank Taipei Branch entrusted
custody of T. Luo Pai Si international exploration fund
investment account
6,573,387
2.92%
HSBC Managed HSBCGIF Asia Small Business 5,318,547
2.36%
Joseph Wang 5,008,062
2.22%
Deutsche Bank Deutsche Bank Taipei Branch Trusted
First Domain Investment Company - First Domain
Greater China Growth Fund Investment Account
4,858,181
2.16%
HSBC Hosted Cooper Locke International Small CapFund 4,849,971
2.15%
Tai-Yi Investment Co.,Ltd. 4,130,572
1.83%
Labor Insurance Fund 3,835,898
1.70%
ArgosyResearch 3,806,421
1.69%
US JP Morgan Chase Bank Taipei Branch Trusted Scotland
Oriental Small Business Trust Company Investment
Account

3,585,000

1.59%

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 2015 2016 By 30 April 20178
Market price
per share1
Highest 67.50 80.90 77.60
Lowest 43.65 54.50 67.60
Average 53.82 69.30 72.42
Net value per
share2
Before distribution 25.87 25.52 26.84
After distribution 22.11 Undistributed Undistributed
EPS Weighted average 220,761,000 shares 224,653,000 shares 225,416,000 shares
EPS3 Adjusted 4.39 5.15 1.25
Unadjusted 4.38 Undistributed Undistributed
Dividends per
share
Cash dividends 3.10 3.50 Undistributed
Dividends for capital surplus - 0.20 Undistributed

Stock
Grants
Stock dividends from
retained earnings
- - Undistributed
Stock dividends from
capital surplus
0.30 - Undistributed
Accumulative undistributed
dividends4
- - Undistributed
ROI Price/Earnings Ratio5 12.26 13.46 57.94
Price/Dividends Ratio6 17.36 19.80 Undistributed
Cash Dividends Yield7 5.76% 5.05% 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.

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

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

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

4Where “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.

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

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

  • 47 -

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

8Disclose 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

  • (1) Dividends policy:

  • The Company shall, when the general final accounting of the fiscal year shows a earning, after having paid all taxes and dues and made adjustments in accordance with the Financial Accounting Standards, first have its losses been covered. At the time of allocating surplus profits, first set aside ten percent of such profits as a legal reserve. However, when the legal reserve amounts to the authorized capital, this shall not apply. It shall set aside or reverse another sum as special reserve in accordance with the regulation. The remaining balance, if any, plus the accumulated retained earnings of prior years as accumulated distributable earnings, except for retaining part or all of the amount depending on business conditions, and resolved in the shareholders’ meeting for shareholders’ dividends.

For long-term capital planning, the Company currently belongs to the growth stage, so shareholders’ cash dividends shall not be less than 10% of total dividends.

  • (2) Implementation dividends distribution planned at the annual shareholders’ meeting 2016 is as follows:
Dividends Type Amount per
Share
Source Status
Cash dividends 3.10 Retained earnings Distributed on Sep. 22, 2016 for
cash dividends and on Oct. 7, 2016
for stock dividends
Stock dividends 0.30 Capital reserves
Total 3.40
  • 4.1.7. Effect of stock grants planned at current shareholders’ meeting on business performance and EPS

  • (1) Effect on business performance: None.

  • (2) Effect on EPS: None.

  • 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) 1% to 15% as employee bonus; and

    • 2) ot more than 3% as remuneration to directors and supervisors;

    • Prior years’ operation losses shall be reserved first.

Employees’ compensation including subsidiaries’ employees may be distributed through issuance of new shares of the Company or cash.

  • 48 -

  • (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: No difference and all paid by cash.

  • (3) Employee profit and remunerations for directors and supervisors information

  • passed by the board in this year:

passed bythe board in thisyear: passed bythe board in thisyear:
Employeeprofits i f The percentage of stock
Cash Stock Remuneratons or
directors and suervisors
profit in total employee

(NT$)

(NT$)
p
(NT$)
profits and the percentage in
earningafter tax
21,000,000 - 13,800,000 -

There are no differences between plan and actual distribution.

  • (4) Distribution of employee profit and remunerations for directors and supervisors in last year:
in lastyear: in lastyear:
Employeeprofits i f The percentage of stock
Cash Stock Remuneratons or
directors and suervisors
profit in total employee

(NT$)

(NT$)
p
(NT$)
profits and the percentage in
earningafter tax
20,000,000 - 13,000,000 -

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

  • 4.1.9. Repurchase of corporate shares
Repurchase of corporate shares Repurchase of corporate shares
April 30,2017
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
rporate bonds
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%
  • 49 -
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$0
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
ratingresults
None
Other
additional
rights
Amount of converted (conversion
or subscription) common stocks,
GDRs, and other marketable
securities by the report publishing
date
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.
All bonds had been transferred to
stocks on Dec. 5, 2016 at the latest
conversion price at NT$38.30.
Name of depository organization 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:

  • 50 -

Bond Type1 Fifth-time Domestic Unsecured Convertible
Corporate Bonds
Fifth-time Domestic Unsecured Convertible
Corporate Bonds
Item Year 2016 By April 30, 20174
Market
price of
bonds2(NT$)
Highest 197.00 -
Lowest 135.15 -
Average 173.10 -
Conversionprice(NT$) 38.30 -
Issue date 23 June 2014
Conversion Price at
issue(NT$)
46.90
Conversion obligation3 New issued share

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

2List all overseas transaction places, if any.

3Delivered issued shares or new issued shares.

4Disclose 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

  • 51 -

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. IG03010 Energy Technical services

  20. F401010 International Trade

  21. ZZ99999 All business items that are 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

  • 52 -

electronic components, we are also the largest distributor in Asia for 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

  • 53 -

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 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. 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.

==> picture [393 x 245] intentionally omitted <==

Source: Bishop & Associates (2015)

  • 54 -

Bishop & Associates study put the size of the global connector market at 52.05 billion USD in 2015, decline 1.52% from 2014. The top 3 regional markets for connectors were China, Europe and North America with 28%, 22% and 20% respectively of the global market in 2015. Together they accounted for nearly 70% of the overall market.

==> picture [297 x 230] intentionally omitted <==

Source: Bishop & Associates (2015)

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

  • 55 -

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 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, JAE, JST, Hirose and Sumitomo Wiring System are in the 6th to 10th place and together account for around 15% of the overall market.

==> picture [366 x 267] intentionally omitted <==

Source: Bishop & Associates (2015)

  1. Supply chain relationship:

  2. 56 -

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 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

  • 57 -

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 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

  • 58 -

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.

  • 59 -

Figure 15. Connector industry supply chain

==> picture [394 x 536] intentionally omitted <==

----- 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
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 -----

Source: IEK. Compiled by Sinbon

  • 60 -

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:

A. Global Medical Devices Market

Aging society is getting more and more a concern. With the increase in the number of people with chronic diseases, people became more interested in precision medicine. The industry is now focusing more on accurate and non-invasive testing equipment, in vitro diagnostic medical devices, intelligent technology assistive devices and other medical equipment. According to the BMI Research report, the size of the global medical device market in 2016 is about US $ 357.5 billion, and estimated to grow to US $ 382.5 billion in 2018.

==> picture [342 x 104] intentionally omitted <==

Source: IEK (2016)

According to the study conducted by the World Health Organization, about 1 billion of people around the world suffer from a certain degree of life disorder due to age and disease, of which about 200 million of people suffer from the plight of daily life function loss. Assistive technology product demand is the focus of future medical device development, with the market in North America and Europe accounting for 65.9%. In 2015, the global market for aging and disabled people assistive devices reached US $ 26.23 billion (including mobility aids, rehabilitation aids, homecare aids, prosthetics, etc.) and is expected to grow to nearly US $ 39.75 billion in 2022 and a compound annual growth rate (CAGR) of 7.2% from 2015 to 2022.

==> picture [348 x 37] intentionally omitted <==

  • 61 -

B. Assistive Technology Market

Source: IEK (2016)

In the home health care market (including heartbeat monitoring, glycemic index, nebulizer, etc.), the CAGR will reach 8.85% from 2016 to 2020. Trends are dominated by the combination of medical devices and mobile networking devices and the growth rate of wearable devices is the highest. The major manufacturers are Johnson & Johnson, Omron Healthcare, Philips, McKesson and Roche Holdings.

  • (2) Automotive & Aviation:

  • A. Automotive industry

Automotive Electronics

The output of global automotive electronics and internet of automotive in 2015 was US $ 270.3 billion. The output is estimated to be US $ 451.1 billion in 2023 and the CAGR will reach 6.61%, of which the CAGR of 16 automotive electronic products will be more than 25%.

==> picture [282 x 157] intentionally omitted <==

Source: IEK (2016)

  • 62 -

Electric Vehicle Charging Equipment Market

Electric vehicle charging equipment includes DC charging stations, AC charging stations, and inductive charging stations. The market size is estimated to reach US$12.61 billion in 2022, of which the inductive charging stations will have the highest growth rate. The overall market CAGR is estimated at 29.8% from 2016 to 2022.

Leading global manufacturers include ABB, AeroVironment, ChargePoint, Delphi Automotive, Elektromotive, GE, Pod Point, Schneider, SemaConnect, Siemens, and Tesla. The shipments of charging station in China in 2015 were ranked by XuJi, NEO-OPTIC TEK, Shenzhen Clou, Shenghai Xundao, Beijing Jiyeda, CYG, Shenzhen Auto Electric Power Plant, Hong-wei jin, Wanma new energy, and KGE.

==> picture [355 x 163] intentionally omitted <==

Source: PRNewswire (2016)

B. Aviation industry

Demand for commercial airplanes continues to rise as more and more people take airplanes for business or travel. According to the report released by Boeing, the world‘s largest aircraft manufacturer, the global demand for new airplanes will be 39,620 units and the total output will be about US $ 5.9 trillion from 2016 to 2035. The demand for single-aisle aircraft is the highest, at 28,140 units (annual output value is about 3 trillion US dollars).

The Asia-Pacific market is the world’s largest market, with a total demand of 15,130 new airplanes from 2016 to 2035 and the annual output value is approximately US $ 2.3 trillion, followed by the North

  • 63 -

American market with 83,300 new airplanes and the European market with 75,700 new airplanes.

==> picture [335 x 209] intentionally omitted <==

Source: Boeing (2016/11

(3) Green Energy:

A. Global Onshore Wind Energy

China's onshore wind turbine generator installed capacity in 2016 declined from 32.5GW in 2015 to 21GW, due to the drop in China’s onshore wind power feed-in-tariff in 2016. This cause the global market decline. Global onshore wind power showed a long-term flat development, and the CAGR is estimated to be -0.5% from 2016 to 2020. Onshore wind power market is more mature, with the range of the product price drop being more limited in the future. It is estimated that the price of onshore wind power will decrease by 1.7% per year from 2016 to 2020.

==> picture [348 x 138] intentionally omitted <==

Source: MAKE Consulting, IEK (2016/04)

  • 64 -

B. Global Offshore Wind Energy

It is estimated to reach up to 7,168MW in 2020, and CAGR is estimated to be 44% from 2016 to 2020. Due to the German offshore wind power subsidy cutoff and the UK second round of wind field development progress nearing completion in 2016, the market size was affected by a slight decline, and it is expected to resume growth after 2017. The current cost of offshore wind power are still high, but many manufacturers invest in this market, so the rate of decline in prices is rather quick. It is estimated that the cost of offshore wind power will decrease by 4.5% per year from 2016 to 2020, and the price gap between offshore wind power and onshore wind power will be gradually reduced.

==> picture [364 x 127] intentionally omitted <==

Source : MAKE Consulting, IEK (2016/04)

C. Solar Energy

China, Japan and the U.S. lead the global solar PV installation market, Asia have its advantages on cost, as most of solar modules are manufactured by Asian suppliers. However, the electricity grid and economy is relatively unstable; even if the demand of PV shows a positive growth rate, there are still risks of each countries.

The main factors influencing the market are as follows:

  • 1) China's electricity price subsidy policy weakened.

  • 2) India announced a large-scale tender.

  • 3) Japan and the United Kingdom scaling back Feed-in Tariff support.

  • 4) The new US president unsupportive attitude to renewable energy.

  • 65 -

==> picture [340 x 109] intentionally omitted <==

Source: GTM Research (2016/8)

  • (4) Industrial Application:

  • A. ADC Market

Consumer’s demand for faster delivery and the existing system is hard to keep up with those orders, also the labor cost increase are the market drivers of increase in adoption of self-checkout systems.

There is an increase of 2D barcodes and Android OS adoption, and a Growing penetration of imaging technology, particularly vision capture for dimensional applications.

==> picture [357 x 217] intentionally omitted <==

Source: VDC Research(2016)

  • 66 -

B. Automation Components, Equipment & Systems

The use of advanced automation technology manufacturing has become the issues of concern of the global manufacturing industry. With the gradual application of robots in production lines, market size is expected to grow year by year. Moreover, related automation components, equipment and systems industry also experience a corresponding growth. Market growth momentum mainly come from the Asia-Pacific countries like India, China, Japan, and so forth. The main applications include automotive, electronics, and food and beverage industries, etc.

==> picture [408 x 213] intentionally omitted <==

Source: IEK (2016)

C. Semiconductor Equipment

As the overall slowdown in economic growth affected the semiconductor equipment market, however, it is still considered a slight growth. This accounted for the bulk of the DRAM market being weak, but the 3D NAND growth made up for the gap. As the output value of semiconductor industry is counted in US dollar, If US dollar continue strong, it will bring a negative impact for the output value. The future growth of the market will come from the increase in the Chinese market demand, automotive electronics and medical market demand, increasing the amount of mobile devices, growth of the 3D NAND and MEMS. Moreover, market mergers and acquisitions, supply chain reshuffling, expansion and so on should also be given extra attention.

  • 67 -

==> picture [271 x 247] intentionally omitted <==

Source: SEMI (2016/12)

(5) Communication:

A. Smartphone

Mobile phone shipments will be about 1.42 billion in 2016, estimated at around 1.52 billion in 2017, and annual shipments growth rate will be about 7.1%. The global smart phone market tends to reach the point of saturation. It will be growing, but the momentum will be reduced year by year. Except South-East Asia, Central and East Africa will have a chance to reach 2-digit percentage growth rate, while the percentage growth rate in the rest of the region will be only single digits.

==> picture [312 x 113] intentionally omitted <==

Source: DIGITIMES (2016/10)

B. Tablet

Tablet shipments in 2016 is about 180 million units, and it is estimated to be reduced to about more than 160 million units in 2017, and annual shipments growth rate will be -7.2%. It is

  • 68 -

expected to show a negative growth in the future, mainly due to an already saturated market.

==> picture [338 x 97] intentionally omitted <==

Source: DIGITIMES (2016/10)

C. Smart Wearable Device

Smart wearable device shipments in 2016 will be about 99 million units, and it is estimated to be about 128 million units in 2017, with annual shipments growth rate to be about 29%. New wearable devices will be launched year by year, so the life cycle of new products can continue and the shipments can increase year by year. It is estimated to reach a 2-digit annual growth rate annually and will have a higher room for growth than other consumer electronics.

==> picture [333 x 86] intentionally omitted <==

Source: MIC (2016/08)

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:

  • 69 -
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, wiring and opto-electronic
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:

Year Results of R&D
2009~2010 1. Deeply created more related products and engineering
capacities in data capture field including Single & four slot
Ethernet Cradle、Vehicle cradle、and Vehicle charger,
which is used in industrial terminal devices.
2009~2010 2. For the development and application of GPS module &
Zigbee module, using the development of embedded
system, from hardware platform design, OS porting to
implement software application, and had developed the
technology of embedded system for commercial PDA and
industrial terminal engineering prototypeproducts.
2011~2012 Successfully developed HDMI, DDR3, DDR4, and USB
connectors and deepened photovoltaic (PV) product
development, and our junction box, PV connector, and PV
cable havepassed TÜV and UL certification.
2013~2014 SINBON 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.
  • 70 -
Year Results of R&D
2015~2016 1. Tablet PC for Shun Feng logistics development to DVT stage.
2. Solar monitoring system developed to DVT stage.
3. Finished development EV charger、charging gun and AC
charging pile.

In 2016 we invested a total of NT$429,818 thousand for R&D, with 12% higher than previous year. In the future, SINBON actively develop electronic parts and components for the Internet of Thing (IoT), robots, and smart home applications. At the 4[th] board meeting of 2015, we even passed a joint venture in Ray Service AVA Co., Ltd with Czech Ray Service a. s. company for creating aerospace component products. 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.

  • 5.1.4. Long and short-term business development plan:

  • Short-term business development plan:

    • (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 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

  • 71 -

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.

    • 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:

  • 72 -

  • (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 2015 FY 2016
Amount % Amount %
Domestic Sales 791,616 6.54 815,472 6.31
Export
Sales
U.S. 1,461,815 12.07 1,826,867 14.13

Europe
522,874 4.32 465,898 3.60
China 7,777,857 64.22 7,526,767 58.23
Other 1,557,096 12.86 2,290,839 17.73
Total 12,111,258 100.00 12,925,843 100.00
  • 5.2.2. Key product applications and production process:

  • 73 -

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
tions parts
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
  • 74 -

5.2.3. Supply of key raw materials:

Material Name Supplier SupplyStatus
Connector Hirose, NDK Good, stable
Cable Chian Hong, HONDA, Sinlicon 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: 1,000 NTD

FY 2015 FY 2015 FY 2015 FY 2016 FY 2016 FY 2016 FY 2017 Q1 FY 2017 Q1 FY 2017 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 Beijing
Etechwin
Electric
529,673 4.37 None Beijing
Etechwin
Electric
801,182 6.20 None Beijing Etechwin
Electric
156,559 4.87 None
2 HONDA
TSUSHIN
KOGYO
508,905 4.20 None HONDA
TSUSHIN
KOGYO
589,040 4.56 None HONDA TSUSHIN
KOGYO

152,474
4.74 None
3 Other 11,072,680 91.43 - Other 11,535,621 89.24 - Other 2,904,868 90.39 -
Net Sales 12,111,258 100.00 - Net Sales 12,925,843 100.00 - Net Sales 3,213,901 100.00 -

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

  1. Suppliers:

  2. 75 -

Unit: 1,000 NTD

FY 2015 FY 2015 FY 2016 FY 2016 FY 2017 Q1 FY 2017 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)
999,591 11.79 None Hirose
(Taiwan)
906,721 10.73 None Hirose
(Taiwan)
215,058 11.62 None
2 Hirose
Electric
(Shanghai)
915,517 10.80 None Hirose
Electric
(Shanghai)
1,007,868 11.93 None Hirose
Electric
(Shanghai)
202,584 10.94 None
3 Other 6,561,082 77.41 - Other 6,533,409 77.34 - Other 1,433,914 77.44 -
Net
Purchases
8,476,190 100.00 - Net
Purchases
8,447,998 100.00 - Net
Purchases
1,851,556 100.00 -

Reason for Change: Amount of purchases increased from HRS SH in 2016 due to increase in sales.

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

Unit: 1000 pcs, 1000 NTD

Year
By major
product (or by
department)
Production
Quality
2015 2015 2016 2016
Production
Capacity

Production
Output
Production
Value
Production
Capacity
Production
Output
Production
Value
Cable
Assembly
- 258,461 8,775,326 - 188,957 6,967,051
Connector - 56,167 356,687 - 66,823 351,310
Other - - - - - -
Total - 314,628 9,132,013 - 255,780 7,318,361

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.

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.

  • 76 -

5.2.6. Production and sales in the last two years:

Unit: 1,000 pcs, 1,000 units; 1,000 NTD

Year
By major
product (or by
department)
Production
Quality
FY 2015 FY 2015 FY 2015 FY 2015 FY 2016 FY 2016 FY 2016 FY 2016
Domestic Sales Export Sales Domestic Sales Export Sales
Quantity Value Quantity Value Quantity Value Quantity Value
Cable 10,918 477,717 156,018 6,826,818 10,032 503,798 148,951 7,480,322
Connector 55,285 307,451 790,055 4,393,638 80,427 303,762 1,194,162 4,510,210
Other 1,968 6,908 28,128 98,726 904 8,061 13,419 119,690
Total 68,171 792,076 974,201 11,319,182 91,363 815,621 1,356,532 12,110,222

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:

Year 2015 2016 As of
March 31,2017
No. of
Employees
Direct employee 2,625 2,622 2,923
Indirect employee 1,739 1,544 1,496
Total 4,364 4,166 4,419
Average Age 29.2 30.12 30.2
Average Seniority 3.0 3.52 3.27
Distribution of Academic
Background
Post-Graduate 0.0% 0.02% 0.02%
Graduate 1.6% 2.05% 1.75%
College/University 23.9% 26.49% 24.36%
High School 38.3% 27.33% 22.75%
Below High School 36.2% 44.10% 51.12%
Total 100.00% 100.00% 100.00%

5.4. Environmental expenditure:

(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.

  • 77 -

(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:

  2. 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.

  3. 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

  • 78 -

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. A. Cash gifts and subsidies for weddings, funerals and celebrations.

  3. B. Regular employee holidays.

  4. C. Organization of various club activities to promote labor

communications and harmony.

  • D. Gifts of cash or goods for holidays, celebrations and birthdays.

  • E. Discount programs with many merchants to provide employees with discounts and promotions.

  • F. Hospitalization, treatment and disaster assistance.

  • G. Employee in-service education scholarships.

  • H. 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.

  1. Some leave regulations that better than the Labor Standards Act:

  2. A. Employee maternity/paternity leave: the company offers 61 days off for maternity leave where the legal requirement is 56 days.

  3. B. "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

  4. 79 -

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. C. Paid leaves: there are extra 7-day paid leaves for employees.

(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
leading consumer electronics
product supplier. Supplier
guidelines were also signed
with CompanyH.
None
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
Joint R&D
contract
U 2015.08.17 ~ Co-developing products with
company U, signed the
contract to ensure that our
intellectual property rights
and the right to use.
None
Supplier
contract
Q 2015.3 Products supply to company
Q.
None
Agency
agreement
C 2015.7.15 ~ To be an agent for selling
products of companyC.
None
MOU A 2016.3.1 To be an agent for selling
products of company A in
some territory.
None
  • 80 -
Type of
Contract
Party Starting Date Summary Restrictions
MOU E 2016.11.18~ To be an agent for selling
products of company E in
some territory.
None
Investment
Agreement
C 2017.3.15 SINBON increases to invest in
companyC to 40%.

None
  • 81 -

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 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, 2017
(Reviewed Only)
2012
(Audited)
2013
(Audited)
2014
(Audited)
2015
(Audited)
2016
(Audited)
C u r r e n t a s s e t s 6,295,025 6,768,638 7,949,062 8,530,755 8,807,101
8,303,876
F i x e d a s s e t s 1,598,775 1,554,838 1,539,336 1,507,537 1,339,108
1,267,219
Intangible assets 47,505 4,784 9,150 9,551 10,156
8,862
O t h e r a s s e t s 167,916 145,237 158,299 135,100 160,654
182,856
T o t a l a s s e t s 8,879,288 9,385,164 10,486,831 11,113,671 11,082,844
10,642,938
C u r r e n t
liabilities

B e f o r e
distribution

4,063,787
4,126,418 4,795,863 5,115,795 5,045,793
4,519,375
A f t e r
distribution

4,416,828
4,583,294 5,377,342 5,791,225 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
704,670 605,493 606,852 359,820 257,620
286,384
T o t a l
liabilities

B e f o r e
distribution

4,768,457
4,731,911 5,402,715 5,475,615 5,303,413
4,805,759
A f t e r
distribution

5,121,498
5,188,787 5,984,194 6,151,045 Not yet Not yet
Equity Attributable
t o t h e p a r e n t
c o m p a n y
3,972,644 4,572,456 5,019,057 5,583,341 5,732,732
5,789,704
C api t a l s t o c k 2,065,638 2,076,709 2,076,709 2,176,454 2,254,162
2,254,162
Capi ta l su rpl u s 848,735 797,621 746,795 890,644 858,462
858,462
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 2,325,815 2,801,132
3,083,069
A f t e r
distribution

955,152
1,144,175 1,354,812 1,650,385 Not yet Not yet
O t h e r Equ i t i e s (249,922) 97,075 259,262 190,428 (181,024) (405,989)
TreasuryStocks - - - - - -
N on- cont ro ll in g
i n t e r e s t s
138,187 80,797 65,059 54,715 46,699
47,475
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 5,638,056 5,779,431
5,837,179
A f t e r
distribution

3,757,790
4,196,377 4,502,637 5,056,577 Not yet Not yet
  • 82 -

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

Year
Item
Five-Year Financial Summary Financial data of
ending date in
current year on
Mar. 31, 2017
(N o P a r e n t
Company’s Reports)
2012
(Audited)
2013
(Audited)
2014
(Audited)
2015
(Audited)
2016
(Audited)
C u r r e n t a s s e t s 1,436,435 1,687,250 2,157,908 2,388,388 2,864,101 N.A.
F i x e d a s s e t s 280,904 266,597 283,533 291,858 288,352 N.A.
Intangible assets - - - - - N.A.
O t h e r a s s e t s 23,877 20,627 22,754 14,420 14,748 N.A.
T o t a l a s s e t s 6,056,686 7,041,112 7,963,782 8,785,123 8,871,822 N.A.
C u r r e n t
liabilities

B e f o r e
distribution

1,402,245
1,892,807 2,369,698 2,865,831 2,916,389 N.A.
After
distribution
1,755,286 2,349,683 2,951,177 3,541,261 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
681,797 575,849 575,027 335,951 222,701 N.A.
T o t a l
liabilities

B e f o r e
distribution

2,084,042
2,468,656 2,944,725 3,201,782 3,139,090 N.A.
After
distribution
2,437,083 2,925,532 3,526,204 3,877,212 Not yet N.A.
Equity Attributable
t o t h e p a r e n t
c o m p a n y
3,972,644 4,572,456 5,019,057 5,583,341 5,732,732 N.A.
C a p i t a l s t o c k 2,065,638 2,076,709 2,076,709 2,176,454 2,254,162 N.A.
Ca p i ta l su r p l u s 848,735 797,621 746,795 890,644 858,462 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 2,325,815 2,801,132 N.A.
After
distribution
955,152 1,144,175 1,354,812 1,650,385 Not yet N.A.
O t h e r E q u i t i e s (249,922) 97,075 259,262 190,428 (181,024) 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 5,583,341 5,732,732 N.A.
After
distribution
3,619,603 4,115,580 4,437,578 4,907,911 Not yet N.A.
  • 83 -

Condensed Statement of Comprehensive Income (IFRS and Consolidated)

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, 2017
(Reviewed Only)
2012
(Audited)
2013
(Audited)
2014
(Audited)
2015
(Audited)
2016
(Audited)
Operating revenue 10,011,618 10,555,261 11,642,719 12,111,258 12,925,843 3,213,901
G r o s s p r o f i t 2,152,815 2,268,093 2,530,400 2,722,157 3,209,102 796,951
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 1,066,789 1,418,204 394,632
Non-operating income
a n d e x p e n s e s
35,619 134,046 92,932 303,220 178,840 (15,971)
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 1,370,009 1,597,044 378,661
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
479,051 608,426 774,947 954,103 1,161,735 285,108
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
- - - - - -
Net income(loss) 479,051 608,426 774,947 954,103 1,161,735 285,108
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
)
(101,421) 319,823 163,618 (65,277) (378,233) (227,360)
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
377,630 928,249 938,565 888,826 783,502 57,748
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
548,495 663,263 793,752 970,195 1,157,386 281,937
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) (16,092) 4,349 3,171
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
468,382 992,896 954,303 902,169 779,295 56,972
  • 84 -

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, 2017
(Reviewed Only)
2012
(Audited)
2013
(Audited)
2014
(Audited)
2015
(Audited)
2016
(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) (13,343) 4,207 776
Earnings per share 2.93 3.20 3.82 4.39 5.15 1.25

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 Financial data of
ending date in
current year on
Mar. 31, 2016
(N o P a r e n t
Company’s Reports)
2012
(Audited)
2013
(Audited)
2014
(Audited)
2015
(Audited)
2016
(Audited)
Operating revenue 2,405,583 3,041,504 3,946,131 4,363,053 4,640,558 N.A.
G r o s s p r o f i t 536,678 687,572 814,569 929,588 1,131,605 N.A.
I n c o m e f r o m
o p e r a t i o n s

81,724
168,101 272,749 277,470 415,424 N.A.
Non-operating income
a n d e x p e n s e s
553,209 625,448 667,406 867,947 894,290 N.A.
N e t i n c o m e
b e f o r e t a x
634,933 793,549 940,155 1,145,417 1,309,714 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
548,495 663,263 793,752 970,195 1,157,386 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
- - - - - N.A.
Net income(loss) 548,495 663,263 793,752 970,195 1,157,386 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
)
(80,113) 329,633 160,551 (68,026) (378,091) N.A.
  • 85 -
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, 2016
(N o P a r e n t
Company’s Reports)
2012
(Audited)
2013
(Audited)
2014
(Audited)
2015
(Audited)
2016
(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
468,382 992,896 954,303 902,169 779,295 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
- - - - - 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
- - - - - 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
- - - - - 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.
Earningsper share 2.93 3.20 3.82 4.39 5.15 N.A.

6.1.2. Last 5 years Auditors’ Opinions:

Year CPA Firm CPA's Name Auditing Opinion
2012 Ernst & Young Yan, Wen-Pi
Tu, Qing-Yuan
Modified Unqualified
2013 Ernst & Young Yan, Wen-Pi
Tu, Qing-Yuan
Modified Unqualified
2014 Ernst & Young Yan, Wen-Pi
Lin,Hong-Kuang
Modified Unqualified
2015 Ernst & Young Yan, Wen-Pi
Lin,Hong-Kuang
Modified Unqualified
2016 Ernst & Young Lin, Hong-Kuang
Huang,Tzu-Ping
Unqualified
  • 86 -

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 data
of ending date
in current year
on Mar. 31,
2017
(Reviewed Only)
2012
(Audited)
2013
(Audited)
2014
(Audited)
2015
(Audited)
2016
(Audited)
Financial
structure
(%)
Ratio of liabilities to
assets
53.70 50.42 51.52 49.27 47.85 45.15
Ratio of long-term
capital to fixed assets
290.99 321.56 349.93 374.29 432.88 461.82
Solvency
(%)
Current ratio 154.91 164.03 165.75 166.75 174.54 183.74
Quick ratio 115.25 123.72 121.24 122.32 130.9 141.79
Times interest earned
ratio
12.90 24.39 26.71 36.81 57.74 74.6
Operating
ability
Accounts receivable
turnover(turns)
3.71 3.59 3.76 3.93 4.14 3.87
Average collection
period
98 102 97 92 88 94
Inventory turnover
(turns)
4.66 4.96 4.93 4.39 4.38 4.78

Accounts payable
turnover(turns)
5.03 4.77 4.78 4.62 4.57 4.84
Average days in sales 78 74 74 83 83 76
Fixed assets turnover
(turns)
5.95 6.69 7.53 7.95 9.08 9.86
Total assets turnover
(turns)
1.13 1.12 1.17 1.12 1.16 1.18
Profitabili-
ty
Return on total assets
(%)
6.08 7.00 8.14 9.13 10.68 2.66
Return on stockholders'
equity (%)
12.58 13.88 15.92 17.80 20.35 4.91
Pre-tax income to issued
capital(%)
36.25 41.75 50.25 62.95 70.85 16.8
Profit ratio (%) 4.78 5.76 6.66 7.88 8.99 8.87
Earnings per share ($) 2.93 3.20 3.82 4.39 5.15 1.25
Cash flow Cash flow ratio (%) 14.52 21.31 12.84 28.40 24.12 4.66
Cash flow adequacy ratio
(%)

64.73
68.03 95.85 118.46 148.43 132.44
Cash reinvestment ratio
(%)
5.06 7.36 1.40 12.12 7.49 2.89
Leverage Operating leverage 3.17 3.13 2.69 2.53 2.21 1.98
  • 87 -
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,
2017
(Reviewed Only)
2012
(Audited)
2013
(Audited)
2014
(Audited)
2015
(Audited)
2016
(Audited)
Financial leverage 1.10 1.05 1.04 1.04 1.02 1.01
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,
2017
(No Parent
Company’s
Reports)
2012
(Audited)
2013
(Audited)
2014
(Audited)
2015
(Audited)
2016
(Audited)
Financial
structure
(%)
Ratio of liabilities to
assets
34.41 35.06 36.98 36.45 35.38 N.A.
Ratio of long-term
capital to fixed assets
1,605.44 1,841.15 1,770.18 1,913.03 1,988.1 N.A.
Solvency
(%)
Current ratio 102.44 89.14 91.06 83.34 98.21 N.A.
Quick ratio 81.39 73.41 75.60 71.74 86.34 N.A.
Times interest earned
ratio
25.88 49.97 45.73 74.89 101.23 N.A.
Operating
ability
Accounts receivable
turnover(turns)
3.68 3.44 3.72 3.84 4.2 N.A.
Average collection
period
99 106 98 95 87 N.A.

Inventory turnover
(turns)
7.15 8.03 9.48 9.83 10.34 N.A.

Accounts payable
turnover(turns)
4.62 3.95 3.82 3.81 3.95 N.A.
Average days in sales 51 45 39 37 35 N.A.
Fixed assets turnover
(turns)
8.69 11.11 14.35 15.17 16.00 N.A.
Total assets turnover
(turns)
0.42 0.46 0.53 0.52 0.53 N.A.
Profitabili-
ty
Return on total assets
(%)
11.38 12.36 10.81 11.74 13.23 N.A.
Return on stockholders'
equity (%)
15.18 15.52 16.55 18.30 20.46 N.A.
Pre-tax income to issued
capital (%)
30.74 38.21 45.27 52.63 58.1 N.A.
Profit ratio (%) 22.80 21.81 20.11 22.24 24.94 N.A.
Earnings per share ($) 2.93 3.20 3.82 4.39 5.15 N.A.
  • 88 -
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,
2017
(No Parent
Company’s
Reports)
2012
(Audited)
2013
(Audited)
2014
(Audited)
2015
(Audited)
2016
(Audited)
Cash flow Cash flow ratio (%) (8.93) 18.50 6.90 15.52 14.83 N.A.
Cash flow adequacy ratio
(%)

66.06
48.55 35.17 43.11 40.04 N.A.
Cash reinvestment ratio
(%)
(9.01) (1.23) (6.17) (2.24) (3.95) N.A.
Operating leverage 5.59 3.65 2.85 2.86 2.41 N.A.
Leverage Financial leverage 1.55 1.13 1.08 1.06 1.03 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 2016 Financial Statements. The CPA firm of Ernst & Young, by CPA Lin, Hong-Kuang and Huang, Tzu-Ping, 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 2016 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

Kuo-Shian Investment Co., Ltd.

Representative: Wang, Kuo-Hong

April 7, 2017

  • 89 -

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.

Opinion

We have audited the accompanying consolidated balance sheets of SINBON Electronics Co., Ltd. and its subsidiaries (the “Company”) as of December 31, 2016, and 2015, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2016 and 2015, and notes to the consolidated financial statements, including the summary of significant accounting policies (together “the consolidated financial statements”).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2016 and 2015, and their consolidated financial performance and cash flows for the years ended December 31, 2016 and 2015, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditor(s), we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2016 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

  • 90 -

1. Valuation for inventories

As of December 31, 2106, the Group’s net inventories amounted to NT$2,104,058 thousand. The amount of inventories was significant to the Group’s financial statements. As the fluctuation in market demand and the fast-changing technology could cause losses of obsolete and slow-moving inventories, the assessment of the inventory write-downs require significant management judgement. We therefore determined this a key audit mater.

Our audit procedures included, but not limited to, evaluating the adequacy of accounting policy around obsolete and slow-moving inventories, including historical analysis of loss ratio of scrapped inventories; evaluating stocktaking plan and selecting important storage locations to observe inventory counts to ensure inventory quantities and status; obtaining inventory aging schedule to test whether inbound and outbound records are accurate; re-calculating the unit cost of inventories; and evaluating and testing net realized value adopted by management. We also assessed the adequacy of disclosures of financial assets. Please refer to Notes 5 and 6 to the Group’s consolidate financial statements.

2. Impairment of accounts receivable

As of December 31, 2106, gross accounts receivable and allowance for bad debts by the Group amounted to NT$2,890,994 thousand and NT$31,041 thousand, respectively. Net accounts receivable represented 26% of consolidates total assets that could have significant impacts on consolidated statements. Since the collection of accounts receivable is the key factor in the working capital management of the Group, the provision for bad debts would reflect the credit risk of accounts receivable. As the adequacy of provision policy requires significant management judgement, we therefore determined this a key audit mater.

Our audit procedures included, but not limited to, evaluating and testing the design and operating effectiveness of internal controls around accounts receivable management; assessing the appropriateness of provision for bad debts; testing the correctness of the accounts receivable aging schedule, including selecting samples to check whether they were recorded in appropriate periods; analyzing the aging changes and assessing the reasonable of the accounts receivable long overdue; analyzing the trend of bad debt expense and accounts receivable turnover ratio; Selecting samples to perform the accounts receivable confirmation; and reviewing the collection of receivable in subsequent period to assess their recoverability. We also assessed the adequacy of disclosures of financial assets. Please refer to Notes 5 and 6 to the Group’s consolidate financial statements.

  • 91 -

Other Matter– Making Reference to the Audits of Component Auditors

We did not audit the financial statements of certain consolidated subsidiaries, which statements reflected total assets of NT$1,516,036 thousand and NT$1,838,832 thousand, constituting 14% and 17% of consolidated total assets as of December 31, 2016 and 2015, respectively, and total operating revenues of NT$2,606,702 thousand and NT$2,720,914 thousand, constituting 20% and 22% of consolidated operating revenues for the years ended December 31 2016 and 2015, respectively. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the audit reports of the other auditors. We did not audit the financial statements of certain associates and joint ventures accounted for under the equity method whose statements are based solely on the reports of other auditors. These associates and joint ventures under equity method amounted to NT$344,367 thousand and NT$391,898 thousand, representing 3% and 4% of consolidated total assets as of December 31, 2016 and 2015, respectively. The related shares of profits from the associates and joint ventures under the equity method amounted to NT$49,003 thousand and NT$21,992 thousand, representing 3% and 2% of the consolidated net income before tax for the years ended December 31 2016 and 2015, respectively, and the related shares of other comprehensive income from the associates and joint ventures under the equity method amounted to NT$(7,099) thousand and NT$17,321 thousand, representing 2% and (27)% of the consolidated other comprehensive income for the years ended December 31, 2016 and 2015, respectively.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for

  • 92 -

assessing the ability to continue as a going concern of the Company and its subsidiaries, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and its subsidiaries or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including audit committee or supervisors, are responsible for overseeing the financial reporting process of the Company and its subsidiaries.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company and its subsidiaries.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of

  4. 93 -

accounting estimates and related disclosures made by management.

  1. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company and its subsidiaries. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company and its subsidiaries to cease to continue as a going concern.

  2. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  3. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company and its subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2016 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a

  • 94 -

matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

We have also audited and expressed an unqualified opinion on the parent company only financial statements of the Company as of and for the years ended December 31, 2016 and 2015.

Lin, Hung Kang

Huang, Tzu Ping

Ernst & Young, Taiwan

March 9, 2017

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.

  • 95 -

English Translation of Consolidated Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2016 and 2015

(Expressed in Thousand New Taiwan Dollars)

Assets Notes As of December 31, As of December 31,
$3,130,300
11,662
-
452,551
2,859,953
132,975
2,104,058
97,908
17,694
8,807,101
84,901
281,304
350,531
1,339,108
10,156
49,089
160,654
2,275,743
2016
$3,044,273
70,980
95,723
356,682
2,569,356
109,827
2,171,069
101,989
10,856
8,530,755
93,265
371,495
418,131
1,507,537
9,551
47,837
135,100
2,582,916
2015
Current assets
Cash and cash equivalents
Financial assets at fair value through profit or loss, current
Debt instrument investments without active market , 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 non-current assets
Total non-current assets
4,6(1)
4,6(2)
12
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)

$11,082,844

$11,113,671

Total assets

(Continued)

  • 96 -

English Translation of Consolidated Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS(Continued) December 31, 2016 and 2015

(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 bonds payable
Current portion of long-term loans
Other current liabilities
Total current liabilities
Non-current liabilities
Long-term loans
Deferred tax liabilities
Long-term deferred revenue
Net defined benefit obligation, noncurrent
Other non-current liabilities-others
Total non-current liabilities
Total liabilities
Equity attributable to the parent company
Capital
Common stock
C Certificates of bond-to-stock conversion
Subtotal
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,
$1,592,317
59,054
40,393
2,270,797
781,983
201,196
-
8,998
91,055
5,045,793
17,286
140,120
16,858
83,354
2
257,620
5,303,413
2,246,068
8,094
2,254,162
858,462
728,416
134,446
1,938,270
2,801,132
(156,539)
(24,485)
(181,024)
46,699
5,779,431
$11,082,844
2016
$1,919,023
6,489
41,128
2,193,384
686,007
141,995
47,035
4,067
76,667
5,115,795
4,504
261,011
18,902
75,401
2
359,820
5,475,615
2,158,299
18,155
2,176,454
890,644
631,397
134,446
1,559,972
2,325,815
199,450
(9,022)
190,428
54,715
5,638,056
$11,113,671
2015
4,6(11)
4,6(12)
7
4,6(13)
4,6(14)
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)

  • 97 -

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, 2016 and 2015

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

Operating revenues
Operating costs
Gross profit-net
Operating expenses
Sales and marketing expenses
General and administrative expenses
Research and development expenses
Subtotal
Operating income
Non-operating income and expenses
Other income
Other gains and losses
Finance costs
Share of profit or loss of associates and joint ventures
Subtotal
Income from continuing operations before income tax
Income tax expense
Net income
Other comprehensive income (loss)
Remeasurements of defined benefit plans
Income tax related to items that may not be reclassified subsequently to profit
or loss
Exchange differences on translation of foreign operations
Unrealized losses on available-for-sale financial assets
Share of other comprehensive income of associates and joint ventures
Income tax related to items that may be reclassified subsequently to profit or
loss
Total other comprehensive loss, net of tax
Total comprehensive income
Net income attributable to:
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
Earnings per share-diluted
Items that may not be reclassified subsequently to profit or loss
Items that may be reclassified subsequently to profit or loss
Notes For theyears ended December 31, For theyears ended December 31,
$12,925,843
(9,716,741)
3,209,102
(692,026)
(669,054)
(429,818)
(1,790,898)
1,418,204
165,101
(4,356)
(28,145)
46,240
178,840
1,597,044
(435,309)
1,161,735
(7,998)
1,359
(428,752)
(8,364)
(7,099)
72,621
(378,233)
$783,502
$1,157,386
4,349
$1,161,735
$779,295
4,207
$783,502
$5.15
$5.15
2016
2015
4,6(18)
6(5),6(19),7
6(19),7
6(20)
4,6(8)
4,6(22)
6(21)
4,6(23)
4,6(23)
$12,111,258
(9,389,101)
2,722,157
(639,391)
(631,785)
(384,192)
(1,655,368)
1,066,789
184,026
142,688
(38,259)
14,765
303,220
1,370,009
(415,906)
954,103
973
(165)
(1,767)
(82,181)
17,321
542
(65,277)
$888,826
$970,195
(16,092)
$954,103
$902,169
(13,343)
$888,826
$4.39
$4.38

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

  • 98 -

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, 2016 and 2015

(Expressed in Thousands of New Taiwan Dollars)

Appropriation and distribution of 2014 retained earnings
Legal reserve
Special reserve
Change in Other additional paid-in capital
Payable Bonds with attached warrents
Capital surplus transferred to common sttock
Net income in 2015
Other comprehensive income (loss), net of tax in 2015
Total comprehensive income (loss)
Appropriation and distribution of 2015 retained earnings
Legal reserve
Special reserve
Change in Other additional paid-in capital
Capital surplus- Cash dividends
Share of changes in net assets of associates and joint
ventures accounted for using equity method
From differences between equity purchase price and carrying
amount arising from actual acquisition or disposal of
subsidiaries
Additional paid-in capital at stock dividends
Net income in 2016
Other comprehensive income (loss), net of tax in 2016
Total comprehensive income (loss)
Bonds converted to stock
Decrease in non-controlling interests
Balance as of January 1, 2015
Balance as of January 1, 2016
Balance as of December 31, 2016
EquityAttributable to theparent company EquityAttributable to theparent company Total
$5,019,057
-
(581,479)
0
-
970,195
(68,026)
902,169
$5,583,341
-
-
-
741
(2,688)
-
1,157,386
(378,091)
779,295
47,473
-
$5,732,732
Non-
Controlling
Interests
$65,059
(16,092)
2,749
(13,343)
$54,715
4,349
(142)
4,207
(12,223)
$46,699
Total Equity
Common
stock
$2,076,709
41,534
-
$2,158,299
65,364
-
22,405
$2,246,068
Certificates of
Bond-to-Stock
Conversion
$-
-
$18,155
-
(10,061)
$8,094
Additional
Paid-in
Capital
$746,795
(41,534)
-
$890,644
741
(2,688)
(65,364)
-
35,129
$858,462
Special
Reserve
Unappropriated
Earnings
$134,446
$1,249,823
(79,375)
(581,479)
970,195
808
-
971,003
$134,446
$1,559,972
(97,019)
1,157,386
(6,639)
-
1,150,747
$134,446
$1,938,270
Retained earnings
Exchange
Differences on
Translation of
Foreign Operations
Unrealized Gains or
Losses on Available-
For-Sale Financial
Assets
$203,424
$55,838
(3,974)
(64,860)
(3,974)
(64,860)
$199,450
$(9,022)
(355,989)
(15,463)
(355,989)
(15,463)
$(156,539)
$(24,485)
Other components of equity
Legal
Reserve
$552,022
79,375
-
$631,397
97,019
-
$728,416
Special
Reserve
$134,446
-
$134,446
-
$134,446
Exchange
Differences on
Translation of
Foreign Operations
$203,424
(3,974)
(3,974)
$199,450
(355,989)
(355,989)
$(156,539)
$5,084,116
-
(581,479)
-
954,103
(65,277)
888,826
$5,638,056
-
-
-
741
(2,688)
-
1,161,735
(378,233)
783,502
47,473
(12,223)
$5,779,431
  • 99 -

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, 2016 and 2015

(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
Interest revenue
Dividends revenue
Bad debt reversal
Share of profit of associates and joint ventures
Loss on disposal of property, plant and equipment
Loss from market value decline, obsolete and
slow-moving of inventories (Gain from price recovery)
Gain on disposal of investments
Loss on disposal of investments
Loss (Gain) of financial assets and liabilities at fair value through profit or loss
Changes in operating assets and liabilities:
Disposition of financial asset held for trading
Increase in financial asset held for trading
(Increase) decrease in notes receivable
(Increase) decrease in accounts receivable
(Increase) decrease in other receivables
Decrease (increase) in inventories, net
Decrease (increase) in prepayments
(Increase) decrease in other current assets
Increase in other noncurrent assets
(Decrease) increase in notes payable
Increase in accounts payable
Increase in other payables
Increase in other current liabilities
(Decrease) increase in accrued pension liabilities
Cash generated from operations
Interest received
Dividend received
Interest paid
Income tax paid
Net cash provided by operating activities
For theyears ended December 31, For theyears ended December 31,
2016
$1,597,044
151,405
29,360
28,145
(12,343)
(16,975)
(46,240)
9,195
(33,216)
6,549
85,988
34,003
(7,965)
(95,869)
(304,853)
(41,918)
100,227
4,081
(6,838)
(52,630)
(735)
88,240
109,173
14,601
(45)
1,638,384
14,693
16,975
(31,283)
(421,931)
1,216,838
2015
$1,370,009
152,346
29,238
38,259
(26,473)
(19,656)
(14,765)
3,571
48,718
(2,039)
(35,161)
-
(414)
42,568
119,561
9,161
(308,103)
(46,230)
5,010
(20,114)
16,456
142,112
253,052
34,336
17
1,791,459
23,990
19,656
(35,346)
(347,085)
1,452,674

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

  • 100 -

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, 2016 and 2015

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from investing activities:
Net Cashflow from disposal of subsidiaries (Note 6.(24))
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in other intangible assets
Dividends received from investee company
Decrease in financial assets measured at cost
Proceeds from disposal of financial assets measured at cost
Acquisition of financial assets measured at cost
Disposal of investments accounted for under the equity method
Acquisition of investments accounted for under the equity method
Decrease in investments accounted for under the equity method
Decrease (increase) in debt investment without active market
Acquisition of non-controlling interests
Net cash provided by (used in) investing activities
Cash flows from financing activities:
Increase in short-term loans
Increase (decrease) in long-term loans (including current portion)
Cash dividends
Decrease in long-term deferred revenue
Decrease in non-controlling interests
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
For theyears ended December 31, For theyears ended December 31,
2016
$169
(99,408)
3,757
(605)
19,949
85,240
-
(279)
9,344
-
60,000
95,723
(3,273)
170,617
(326,706)
17,713
(675,430)
(403)
11,638
(973,188)
(328,240)
86,027
3,044,273
$3,130,300
2015
$(119,873)
(211,634)
7,025
(2,833)
26,520
31,423
1,294
(197,774)
(15,309)
20,000
(95,723)
(556,884)
307,709
(3,595)
(581,479)
(424)
2,999
(274,790)
10,799
631,799
2,412,474
$3,044,273

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

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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)

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2016 and 2015

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

1. History and organization

Sinbon Electronics Co., Ltd. (SINBON) was incorporated in Republic of China (R.O.C) in December 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.

2. Date and procedures of authorization of financial statements for issue

The consolidated financial statements of SINBON and its subsidiaries (“the Company”) were authorized for issue in accordance with a resolution of the Board of Directors’ meeting on March 9, 2017.

3. Newly issued or revised standards and interpretations

  • (1) Standards or interpretations issued, revised or amended, which are recognized by Financial Supervisory Commission (“FSC”), but not yet adopted by the Group at the date of issuance of the Group’s financial statements are listed below.

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

This amendments relate to the amendments issued in May 2011 and require 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 amendments also require 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 amendments are 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

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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 2014.

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

Under the amendments, 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 amendments are effective for annual periods beginning on or after 1 July 2014.

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

IFRS 2 “Share-based Payment”

The annual improvements amend the definitions of 'vesting condition' and 'market condition' and add definitions for 'performance condition' and 'service condition' (which were previously part of the definition of 'vesting condition'). The amendments prospectively apply 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

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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 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 amendments are effective for annual periods beginning on or after 1 July 2014.

IFRS 13 “Fair Value Measurement”

The amendments to the Basis for Conclusions of IFRS 13 clarify 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.

IAS 16 “Property, Plant and Equipment”

The amendments clarify 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 amendments are effective for annual periods beginning on or after 1 July 2014.

IAS 24 “Related Party Disclosures”

The amendments clarify 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 amendments are effective for annual periods beginning on or after 1 July 2014.

IAS 38 “Intangible Assets”

The amendments clarify 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 amendments are 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 July 2014.

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

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

The amendments clarify 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 amendments clarify 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 amendments are effective for annual periods beginning on or after 1 July 2014.

IFRS 13 “Fair Value Measurement”

The amendments clarify 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 the amendments 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 amendments are effective for annual periods beginning on or after 1 July 2014.

IAS 40 “Investment Property”

The amendments clarify 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

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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)

required. The amendments are 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 amendments also require certain disclosure. The amendments are effective for annual periods beginning on or after 1 January 2016.

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

The amendments clarify 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 amendments also clarify 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 amendments are effective for annual periods beginning on or after 1 January 2016.

  • (j) 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

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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)

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 amendments are effective for annual periods beginning on or after 1 January 2016.

  • (k) 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 amendments remove 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 amendments are effective for annual periods beginning on or after 1 January 2016.

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

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

The amendments clarify 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 amendments also require 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 amendments are effective for annual periods beginning on or after 1 January 2016.

IFRS 7 “Financial Instruments: Disclosures”

The amendments clarify 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 amendments also clarify 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

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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)

report would depend on the requirements under IAS 34 Interim Financial Reporting. The amendments are effective for annual periods beginning on or after 1 January 2016.

IAS 19 “Employee Benefits”

The amendments clarify 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 amendments are effective for annual periods beginning on or after 1 January 2016.

IAS 34 “Interim Financial Reporting”

The amendments clarify what is meant by “elsewhere in the interim financial report” under IAS 34; the amendments state 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 amendments are effective for annual periods beginning on or after 1 January 2016.

  • (m) Disclosure Initiative — Amendment to IAS 1 “Presentation of Financial Statements”:

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

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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)

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 amendments are effective for annual periods beginning on or after 1 January 2016.

  • (n) 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 amendments are effective for annual periods beginning on or after 1 January 2016.

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 2017. The company has evaluated the impact of the abovementioned standards and interpretations have no material impact.

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

(a) 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 promised 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. An entity recognises revenue in accordance with that core principle by applying the following steps:

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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)

Step 1: Identify the contract(s) with a customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

The new Standard includes a cohesive set of disclosure requirements that would result in an entity providing users of financial statements with comprehensive information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts with customers. The Standard is effective for annual periods beginning on or after 1 January 2018.

  • (b) 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 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.

  • (c) 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

The amendments address the inconsistency between the requirements in

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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 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 effective date of the amendments has been postponed indefinitely, but early adoption is allowed.

(d) IFRS 16“Leases”

The new standard requires lessees to account for all leases under a single on-balance sheet model (subject to certain exemptions). Lessor accounting still uses the dual classification approach: operating lease and finance lease. The Standard is effective for annual periods beginning on or after 1 January 2019.

  • (e) IAS 12“Income Taxes” — Recognition of Deferred Tax Assets for Unrealized Losses

The amendments clarify how to account for deferred tax assets for unrealized losses. The amendments are effective for annual periods beginning on or after 1 January 2017.

  • (f) Disclosure Initiative — Amendment to IAS 7 “Statement of Cash Flows”:

The amendments relate to changes in liabilities arising from financing activities and to require a reconciliation of the carrying amount of liabilities at the beginning and end of the period. The amendments are effective for annual periods beginning on or after 1 January 2017.

  • (g) IFRS 15 “Revenue from Contracts with Customers” — Clarifications to IFRS 15

The amendments clarify how to identify a performance obligation in 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)

contract, determine whether an entity is a principal or an agent, and determine whether the revenue from granting a license should be recognized at a point in time or over time. The amendments are effective for annual periods beginning on or after 1 January 2018.

(h) IFRS 2 “Shared-Based Payment” — Amendments to IFRS 2

The amendments contain (1) clarifying that vesting conditions (service and non-market performance conditions), upon which satisfaction of a cash-settled share-based payment transaction is conditional, are not taken into account when estimating the fair value of the cash-settled share-based payment at the measurement date. Instead, these are taken into account by adjusting the number of awards included in the measurement of the liability arising from the transaction, (2) clarifying if tax laws or regulations require the employer to withhold a certain amount in order to meet the employee’s tax obligation associated with the share-based payment, such transactions will be classified in their entirety as equity-settled share-based payment transactions if they would have been so classified in the absence of the net share settlement feature, and (3) clarifying that if the terms and conditions of a cash-settled share-based payment transaction are modified, with the result that it becomes an equity-settled share-based payment transaction, the transaction is accounted for as an equity-settled transaction from the date of the modification. The equity-settled share-based payment transaction is measured by reference to the fair value of the equity instruments granted at the modification date and is recognized in equity, on the modification date, to the extent to which goods or services have been received. The liability for the cash-settled share-based payment transaction as at the modification date is derecognized on that date. Any difference between the carrying amount of the liability derecognized and the amount recognized in equity on the modification date is recognized immediately in profit or loss. The amendments are effective for annual periods beginning on or after 1 January 2018.

  • (i) Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts — Amendments to IFRS 4

The amendments help to resolve issues arising from the different effective dates for IFRS 9 “Financial Instruments” (1 January 2018) and the new insurance contracts standard about to be issued by the IASB (still to be decided, but not before 1 January 2020). The amendments allow entities issuing insurance contracts within the scope of IFRS 4 to mitigate certain effects of applying IFRS 9 “Financial Instruments” before the IASB’s new insurance contracts standard becomes effective. 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)

amendments introduce two approaches: an overlay approach and a temporary exemption. The overlay approach allows an entity applying IFRS 9 to remove from profit or loss the effects of some of the accounting mismatches that may occur from applying IFRS 9 before the new insurance contracts standard is applied. The temporary exemption enables eligible entities to defer the implementation date of IFRS 9 until 2021 (these entities that defer the application of IFRS 9 will continue to apply IAS 39).

(j) Transfers of Investment Property — Amendments to IAS 40

The amendments relate to the transfers of investment property. The amendments clarify that a change in use occurs when the property meets, or ceases to meet, the definition of investment property and there is evidence of the change in use, the entity should transfer property into and out of investment property accordingly. A mere change in management’s intentions for the use of a property does not provide evidence of a change in use. The amendments are effective for annual periods beginning on or after 1 January 2018.

  • (k) Improvements to International Financial Reporting Standards (2014-2016 cycle) :

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

The amendments revise and amend transition requirements relating to certain standards and delete short-term exemptions under Appendix E for first-time adopter. The amendments are effective for annual periods beginning on or after 1 January 2018.

IFRS 12 “Disclosure of Interests in Other Entities”

The amendments clarify that the disclosure requirements in IFRS 12, other than those in paragraphs B10–B16, apply to an entity’s interests that are classified as held for sale or discontinued operations. The amendments are effective for annual periods beginning on or after 1 January 2017.

IAS 28“Investments in Associates and Joint Ventures”

The amendments clarify that when an investment in an associate or a joint venture is held by, or is held indirectly through, an entity that is a venture capital organization, or a mutual fund, unit trust and other

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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)

qualifying entities including investment-linked insurance funds, the entity may elect to measure that investment at fair value through profit or loss in accordance with IFRS 9 “Financial Instruments” on an investment - by - investment basis. Besides, if an entity that is not itself an investment entity has an interest in an associate or joint venture that is an investment entity, the entity may, when applying the equity method, elect to retain the fair value measurement applied by that investment entity associate or joint venture to the investment entity associate's or joint venture's interests in subsidiaries on an investment - by - investment basis. The amendments are effective for annual periods beginning on or after 1 January 2018.

(l) IFRIC 22 “ Foreign Currency Transactions and Advance Consideration

The interpretation clarifies that when applying paragraphs 21 and 22 of IAS 21 “The Effects of Changes in Foreign Exchange Rates”, in determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the de-recognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which an entity initially recognizes the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, then the entity must determine a date of the transactions for each payment or receipt of advance consideration. The interpretation is effective for annual periods beginning on or after 1 January 2018.

The abovementioned standards and interpretations issued by IASB have not yet endorsed by FSC at the date when the Group’s financial statements were authorized for issue, the local effective dates are to be determined by FSC. As the Group is evaluating the impact of 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 31 December 2016 and 2015 have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (“the Regulations”) and International Financial Reporting Standards, International Accounting Standards, and Interpretations developed by the International Financial Reporting Interpretations Committee, which are endorsed by FSC (TIFRSs).

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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) 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.

  • (3) Basis of Consolidation

Preparation principle of consolidated financial statement

Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:

  • (a) power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)

  • (b) exposure, or rights, to variable returns from its involvement with the investee, and

  • (c) the ability to use its power over the investee to affect its returns

When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

  • (a) the contractual arrangement with the other vote holders of the investee

  • (b) rights arising from other contractual arrangements

  • (c) the Group’s voting rights and potential voting rights

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control.

Subsidiaries are fully consolidated from the acquisition date, being the date on which the Company 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 uniform accounting policies. All intra-group balances, income and expenses, 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

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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)

control, is accounted for as an equity transaction.

Total comprehensive income of the 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.

The consolidated entities are listed 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 (%) Percentage of ownership (%) Note
2016.12.31 2015.12.31
Th e Comp an y Sinbon International Enterprise
Co.,Ltd.(SB(B.V.I))
Holding company 100.00% 100.00%
Th e Comp an y Hong Kong Sinbon Electronics
Co., Ltd. (HKSB)
Selling a wide variety of
connectors, wires and
cables
100.00% 100.00% Note 5
Th e Company Super Elite Ltd.(SEL) General interesting 64.48% 64.48% Note 5
Th e Comp an y Beijing Sinbon Electronics Co.,
Ltd. (BJSB)
Manufacturing and selling a
wide variety of connectors,
wires and cables
100.00% 100.00%
Th e Comp an y Samoa Smart and Diligent Co.,
Ltd.(Samoa S&D)
Holding company - 51.51% Note 1
Th e Comp an y Sinbon Technologies L.L.C.
(USSB)
Selling a wide variety of
connectors, wires and
cables
- 51.00% Note 2
Th e Comp an y Japan Sinbon Electronics Co.,
Ltd. (JPSB)
Selling a wide variety of
connectors, wires and
cables
70.00% 70.00%
Th e Comp an y Worldwide Wire Harnesses Co.,
Ltd.
Holding company 50.00% 50.00%
Th e Comp an y Kwan-Ze Corporation Ltd.
(Kwan-Ze)
Selling a wide variety of
electronic materials and
holdingcompany
100.00% 100.00%
Th e Company Sinbon USA L.L.C. Logistic center 100.00% 100.00%
Th e Comp an y Beijing Sinbon Tongan
Electronics Co., Ltd.(BJSB
Tongan)
Manufacturing and selling a
wide variety of connectors,
wires and cables
100.00% 100.00%
Th e Comp an y Sinbon Europe GmbH
(EuropeSB)
Logistic center 100.00% 100.00%
Th e Company RayService ADA Corp. Manufacturingand selling 90.00% 90.00%
  • 116-

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 (%) Percentage of ownership (%) Note
2016.12.31 2015.12.31
signal cables and cabin
wiring.
B
V
I
Jiangyin Sinbon Electronics Co.,
Ltd. (JYSB)
Manufacturing and selling a
wide variety of connectors,
wires and cables
100.00% 100.00%
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%
S
E
L
Hong Kong Comtek Electronics
Co.,Ltd.(HongKongCMK)
Selling a wide variety of
connectors and cables
- 64.48% Note 3
S
E
L
T-CONN Precision (Zhongshan)
Co.,Ltd.(T-CONN Zhongshan)
Selling a wide variety of
connectors and cables
64.48% 64.48% Note 5
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% Note 5
S
E
L
Super Progressive Ltd.
(SPL)
Logistic center 64.48% 64.48% Note 5
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
98.83% 92.74% Note 4
  • Note 1: On September 30, 2016, the Company sold SAMOA S&D’s shares. The Company will not incorporate SAMOA S&D’s gain or loss in its consolidated financial statement from the day the Company ceased to have control over SAMOA S&D. Refer to Note 6(24) for the changes.

  • Note 2: On September 30, 2016, the Company sold USSB’s shares. The Company will not incorporate USSB’s gain or loss in its consolidated financial statement from the day the Company ceased to have control over USSB. Refer to Note 6(24) for the changes.

  • Note 3: The Company was closed down in December, 2016. The Company will not incorporate Hong Kong CMK’s gain or loss in its consolidated financial statement from the day the Company ceased to have control over Hong Kong CMK.

  • Note 4: On July 29, 2016 and November 24, 2016, Kwan-Ze acquired additional 603 thousand and 500 thousand shares of Digi O2 and increased the shareholding percentage to 98.83%. Refer to Note 6(25) for the changes in ownership of subsidiaries.

  • Note 5: 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 $1,516,036 and $1,838,832 as of December 31, 2016 and 2015, respectively; total revenues amounted to $2,606,702 and $2,720,914 for the years ended December 31, 2016 and 2015, respectively.

(4) Foreign Currency Transactions

The Group’s consolidated financial statements are presented in New Taiwan Dollars (NT$), which is also the Company’s functional currency. Each entity in

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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 date of transaction. 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 currency 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 currency 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.

  • (5) Translation of Financial Statements in Foreign Currency

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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 partial disposals are accounted for as disposals:

  • (a) when the partial disposal involves the loss of control of a subsidiary that includes a foreign operation; and

  • (b) when the retained interest after the partial disposal of an interest in a joint arrangement or a partial disposal of an interest in an associate that includes a foreign operation is a financial asset that includes 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 joint arrangement 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

  • (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:

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

  • (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 and Cash Equivalents

Cash and cash equivalents comprises cash on hand, demand deposits and short-term, highly liquid time deposits (including ones that have maturity within 3 months) or investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

  • (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.

  • (a) Financial assets

The Group accounts for all regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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 short 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.

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

  • 121-

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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 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.

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.

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 debt instrument 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.

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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)

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.

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 reorganization; 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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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.

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 de-recognition of a financial asset in its entirety, the difference

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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.

(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 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.

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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Its carrying amount is not re-measured 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:

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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 fair 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 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 de-recognition 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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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.

(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) Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

  • (a) In the principal market for the asset or liability, or

  • (b) In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible to by the Group.

The fair value of an asset or a liability is measured using the assumptions that

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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)

market participants would use when pricing the asset or liability, assuming that market participants in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

(11) Inventories

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

Costs incurred in bringing each inventory to its present location and condition are accounted for as follows:

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.

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.

  • (12) Investments accounted for using 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. A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture.

Under the equity method, the investment in the associate or an investment in a joint venture 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 or joint venture. After the interest in the associate or joint venture is reduced to zero, additional losses are provided for, and a liability is

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

recognized, only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture. Unrealized gains and losses resulting from transactions between the Group and the associate or joint venture are eliminated to the extent of the Group’s related interest in the associate or joint venture.

When changes in the net assets of an associate or a joint venture 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 or joint venture, 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 or joint venture on a pro-rata basis.

When the associate or joint venture issues new shares, and the Group’s interest in an associate or a joint venture is reduced or increased as the Group fails to acquire shares newly issued in the associate or joint venture proportionately to its original ownership interest, the increase or decrease in the interest in the associate or joint venture is recognized in Additional Paid in Capital and Investment accounted for using the equity method. When the interest in the associate or joint venture 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 reclassified to profit or loss on a pro rata basis when the Group disposes the associate or joint venture.

The financial statements of the associate or joint venture 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 or an investment in a joint venture 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 or joint venture 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 or joint venture, including the cash flows from the operations of the associate and the proceeds on the ultimate disposal of the investment; or

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

  • (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 or an investment in a joint venture 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 or joint venture, the Group measures and recognizes any retaining investment at its fair value. Any difference between the carrying amount of the associate or joint venture upon loss of significant influence and the fair value of the retaining investment and proceeds from disposal is recognized in profit or loss. Furthermore, if an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate, the entity continues to apply the equity method and does not remeasure the retained interest.

(13) 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.

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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 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.

The assets’ residual values, useful lives and methods of depreciation are reviewed at each financial year end and adjusted prospectively, if appropriate, and are treated as changes in accounting estimates.

(14) 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

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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)

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 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

(15) 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 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.

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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 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.

(16) 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 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.

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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)

(17) 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 the 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 passed 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 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 rate method and recognized in profit or loss.

Dividends

Revenue is recognized when the Group’s right to receive the payment is established.

(18) 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.

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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)

(19) 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.

(20) 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. Re-measurements, comprising of the effect of the actuarial gains and losses, the effect of the asset ceiling (excluding net interest) and the return on plan assets, excluding net interest, are recognized as other comprehensive income with a corresponding debit or credit to retained earnings in the period in which they occur. Past service costs are

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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)

recognized in profit or loss on the earlier of:

  • (a) the date of the plan amendment or curtailment, and

  • (b) the date that the Group recognizes restructuring-related costs

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset, both as determined at the start of the annual reporting period, taking account of any changes in the net defined benefit liability (asset) during the period as a result of contribution and benefit payment.

(21) 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.

The 10% surtax on undistributed retained earnings is recognized as income tax expense in the subsequent year when the distribution proposal is approved by the Shareholders’ meeting.

Deferred 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

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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) In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, 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.

  • (b) In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, 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

  • 138-

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

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

and the same taxation authority.

(22) 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.

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

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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)

aggregation.

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.

(a) 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.

(b) 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.

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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)

(c)Impairment of accounts receivable

If there is any objective evidence of impairment, the Group takes into consideration the estimation of future cash flows. The amounts of the impairment loss is determined by the past records of payment in arrears, the financial conditions and the aging analysis. The amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. Where the actual future cash flows are less than expected, a material impairment loss may arise. Please refer to Note 6.

(d) Valuation of Inventory

The Group estimates the net realizable value of inventory while taking into consideration obsolescence and falling price. The estimation of net realizable value was based on expected realizable value. Please refer to Note 6.

(e) 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.

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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)

Deferred tax assets are recognized for all carryforward of unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that future 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. Please refer to Note 6 for disclosure on unrecognized deferred tax liabilities of the Group as at 31 December 2016.

6. Contents of significant accounts

(1) Cash and cash equivalents

Cash and cash equivalents
Cash on hand
Demand deposits
Time deposits
Total
As of December 31,
2016 2015
$16,727
2,981,718
45,828
$3,044,273
$16,282
2,547,636
566,382
$3,130,300
  • (2) Financial assets at fair value through profit or loss - current
Held for trading:
Derivatives not designated as hedging
instruments
Cross currency swap
Embedded derivatives-bond
Non-derivative financial assets
Funds
Stocks
Total
As of December 31,
2016
2015
$6,011
$28,431
-
77
2,216
28,507
3,435
13,965
$11,662
$70,980
2016
$6,011
-
2,216
3,435
$11,662

Financial assets held for trading were not pledged.

  • (3) Notes receivables
Financial assets held for trading were not pledged.
Notes receivables
Notes receivables arising from operating activities
Notes receivables arising from non-operating
activities
Less: allowance for doubtful debts
Total
As of December 31,
2016 2015
$216,649
140,033
-
$356,682
$452,551
-
-
$452,551
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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)

Notes receivables were not pledged.

  • (4) Trade receivables
Trade receivables
Trade receivables
Less: allowance for doubtful debts
subtotal
Accounts receivable – related parties
Total
As of December 31,
2016 2015
$2,598,714
(29,946)
2,568,768
588
$2,569,356
$2,890,880
(31,041)
2,859,839
114
$2,859,953

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 (please refer to Note 12 for disclosure on credit risk exposure):

As of January 1, 2016
Write-off for uncollectable accounts
Charge/reversal for the current period
Exchange differences
As of December 31 2016
As of January 1, 2015
Write-off for uncollectable accounts
Charge/reversal for the current period
Exchange differences
As of December 31, 2015
Individually
impaired
Collectively
impaired
Total
$ -
-
-
-
$29,946
(719)
2,125
(311)
$29,946
(719)
2,125
(311)
$ - $31,041 $31,041
$ -
-
-
-
$12,253
(877)
18,570
-
$12,253
(877)
18,570
-
$ - $29,946 $29,946

There was no impairment loss of individually accounts receivable for the years ended December 31 2016 and 2015.

Ageing analysis of trade receivables as follows:

Past due but not impaired

As of
December 31,
Neither past
due nor
impaired
<=30 days 31~60 days 61~90 days 91~120 days >=121 days Total
2016
2015
$2,740,326
2,486,344
$67,075
57,599
$24,135
19,789
$527
2,711
$24,775
1,740
$3,115
1,173
$2,859,953
2,569,356
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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) Inventories

Raw materials
Supplies & parts
Work in progress
Finished goods
Merchandise
Net amount
As of December 31, As of December 31,
2016
$677,397
901
79,190
674,970
671,600
$2,104,058
2015
$706,540
660
79,513
841,908
542,448
$2,171,069

The inventory cost recognized as expenses for the years ended December 31, 2016 and 2015 were NT$9,716,741 thousand and NT$9,389,101 thousand, respectively. The price (recovery) reduction of inventories related to cost of goods sold were NT$(33,216) thousand and NT$48,718 thousand.

Gain from price recovery of inventories was due to the sale of obsolete products and the net realized value recovery for the year ended December 31, 2016.

Inventories were not pledged.

(6) Available-for-sale financial assets - noncurrent

Available-for-sale financial assets - noncurrent
INPAQ Technology Co., Ltd.
Less:unrealized loss on available -for-sale
financial assets
Less: accumulated impairment-
available-for-sale financial assets
Total
As of December 31,
2016 2015
$168,381
(67,125)
(7,991)
$93,265
$168,381
(75,489)
(7,991)
$84,901

Available-for-sale financial assets were not pledged.

  • 144-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

(7) Financial assets measured at cost - noncurrent

Financial assets measured at cost - noncurrent
Financial assets at fair value through profit or loss
Top Taiwan Venture Capital Co., Ltd.
Elcotronic Holding GmbH
Hotwire Development L.L.C
Top Taiwan VII Venture Capital Co., Ltd.
Circuits & Cables L.L.C
General Research of Electronics Inc.
Gongwin Biopharm Co. Ltd
Niigata Seimitsu Co., Ltd.
Top Taiwan III Venture Capital Co., Ltd.
Ultracap Technologies Co., Ltd.
Top Taiwan II Venture Capital Co., Ltd.
Dynahz Technologies Co., Ltd.
Bandrich, Inc.
Argosy (Beijing) Technologies Co., Ltd.
Actmax Technologies Inc.
Sinbon Czech a.s
Shanghai Guoshun Shimen Investment
Center (limited partnership)
Subtotal
Less: accumulated impairment - financial assets
measured at cost
Total
As of December 31,
2016 2015
$60,000
56,261
32,653
31,362
25,823
23,184
18,685
13,460
13,415
12,667
8,750
6,150
4,125
2,440
1,441
279
-
$60,000
59,933
32,653
60,750
26,453
23,184
18,685
13,460
23,577
12,667
35,000
6,150
4,125
2,500
1,441
-
20,368
310,695
(29,391)
400,946
(29,451)
$281,304 $371,495
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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.

The return of paid-in capital for capital reduction from Top Taiwan II Venture Capital Co., Ltd., Top Taiwan III Venture Capital Co., Ltd., Top Taiwan VII Venture Capital Co., Ltd. and Shanghai Guoshun Shimen Investment for the year ended December 31, 2016 were NT$26,250 thousand, NT$10,162 thousand, NT$29,388 thousand and NT$19,440 thousand, respectively.

The return of paid-in capital for capital reduction from Top Taiwan II Venture Capital Co., Ltd. and Top Taiwan III Venture Capital Co., Ltd. for the year ended December 31, 2015 were NT$5,000 thousand and NT$26,423 thousand respectively.

In order to expand business in Eastern Europe, the Group invested NT$279 thousand in Sinbon Czech a.s. on February 22, 2016.

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:

The following table lists
method of the Group:
the investments accounted for using the equity the investments accounted for using the equity the investments accounted for using the equity
Investees
Investments in associates:
Listed (OTC) company
Argocy Research Inc.
Non listed(OTC) company
Top Taiwan IV Venture
Capital Co., Ltd.
Sardines Wisdom
Technology Co., Ltd.
Korea Sinbon
Electronics Co., Ltd.
Total
As of December 31,
2016
Carrying
amount
Percentage
of ownership
(%)
$254,418
21.40%
89,949
20.00%
6,164
27.16%
-
-
$350,531
2015
Carrying
amount
$254,418
89,949
6,164
-
$350,531
Carrying
amount
$231,764
160,134
10,033
16,200
$418,131
Percentage of
ownership (%)
21.40%
20.00%
27.27%
37.50%
  • 146-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

The return of paid-in capital for capital reduction from Top Taiwan IV Venture Capital Co., Ltd for the years ended December 31, 2016 and 2015 were NT$60,000 thousand and NT$20,000 thousand.

On October 13, 2015, the Group acquired Sardines Wisdom Technology Co., Ltd. The Group’s ownership in the company rose to 27.27% on December 31 2015. The Group originally used cost method as measurement but later changed to equity method while the investments were accounted for using the equity method. In the first quarter of 2016, Sardines Wisdom raised cash capital; however, the Group did not acquire shares according to the shareholding percentage of shareholding. Therefore, its ownership dropped from 27.27% to 27.16%.

The shareholders’ of Korea Sinbon Electronics Co., Ltd. (Korea Sinbon) approved liquidation of Korea Sinbon. Approved by a majority of the shareholders, the liquidation was completed on July 12, 2016. A Cash consideration of NT$9,344 thousand was received and the Company has recognized loss on liquidation of investment amounting to NT$6,464 thousand.

Fair value of the investment in the associate when there is a quoted market price for the investment: Argocy Research Inc. is a listed entity on the Taiwan Stock Exchange (TWSE). The fair value of the investment in Argocy Research Inc. is NT$374,225 thousand and NT$232,792 thousand, as at 31 December 2016 and 2015, respectively.

The Group’s investments in Argocy Research Inc., Top Taiwan IV Venture Capital Co., Ltd., and Sardines wisdom Technology Co., Ltd. are not individually material. The aggregate financial information based on Group’s share of its associates is as follows:

Group’s share of its associates is as follows:
Profit from continuing operations
Other comprehensive income (post-tax)
Total comprehensive income
For the years ended
December 31,
2016
$46,240
(7,099)
$39,141
2015
$14,765
17,321
$32,086

The associates had no contingent liabilities or capital commitments and investments in the associate was not pledged as of December 31, 2016 and 2015.

Our audit, insofar as it related to the investments accounted for under the equity method amounting to NT$344,367 thousand and NT$391,898

  • 147-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

thousand as of December 31, 2016 and 2015; the related shares of investment income from the associates and joint ventures amounted to NT$49,003 thousand and NT$21,992 thousand for the years ended December 31, 2016 and 2015, respectively; and the related shares of other comprehensive income from the associates and joint ventures amounted to NT$(7,099) thousand and NT$17,321 thousand for the years ended December 31, 2016 and 2015, respectively; are based solely on the reports of other independent accountants.

(9) Property, plant and equipment

Cost:
As of January 1, 2016
Additions
Disposals
Exchange differences
Other changes
As of December 31, 2016
As of January 1, 2015
Additions
Disposals
Exchange differences
Other changes
As of December 31, 2015
Depreciation and
impairment:
As of January 1, 2016
Depreciation
Disposals
Exchange differences
As of December 31, 2016
As of January 1, 2015
Depreciation
Impairment losses
Disposals
Exchange differences
As of December 31, 2015
Net carrying amount as
of :
December 31,2016
December 31,2015
Land
$149,804
6,129
-
10
726
$156,669
$146,976
2,882
-
(54)
-
$149,804
$-
-
-
-
$-
$ -
-
-
-
-
$ -
$156,669
$149,804
Buildings
$1,422,969
6,148
(902)
(106,572)
2,719
$1,324,362
$1,188,627
102,519
(357)
6,013
126,167
$1,422,969
$487,770
65,042
(615)
(37,481)
$514,716
$425,548
64,383
-
(357)
(1,804)
$487,770
$809,646
$935,199
Machinery
equipment
$804,096
38,166
(38,796)
(60,154)
635
$743,947
$952,783
53,860
(204,232)
1,646
39
$804,096
$509,890
40,393
(30,940)
(40,086)
$479,257
$565,735
52,896
(2,762)
(100,251)
(5,728)
$509,890
$264,690
$294,206
Office
equipment
$99,429
10,570
(9,797)
(6,028)
-
$94,174
$91,190
17,202
(8,963)
-
-
$99,429
$68,691
10,258
(8,168)
(4,694)
$66,087
$63,564
8,651
-
(7,462)
3,938
$68,691
$28,087
$30,738
Transportatio
n equipment
$44,998
4,081
(8,108)
(5,615)
-
$35,356
$43,055
3,571
(1,232)
(396)
-
$44,998
$31,257
3,915
(6,271)
(2,480)
$26,421
$24,197
6,550
-
(1,132)
1,642
$31,257
$8,935
$13,741
Other
equipment
$171,805
29,024
(11,688)
(14,059)
5,493
$180,575
$160,178
20,722
(12,400)
758
2,547
$171,805
$97,012
31,638
(10,345)
(8,341)
$109,964
$73,130
19,834
-
(9,096)
13,144
$97,012
$70,611
$74,793
Leasehold
improvements
$5,394
-
-
-
-
$5,394
$128,273
301
(123,445)
265
-
$5,394
$5,110
159
-
-
$5,269
$30,442
32
-
(25,418)
54
$5,110
$125
$284
Construction in
progress and
equipment
pending
inspection
$8,772
5,290
-
(763)
(12,954)
$345
$10,870
10,577
(45)
(36)
(12,594)
$8,772
$-
-
-
-
$-
$ -
-
-
-
-
$ -
$345
$8,772
Total
$2,707,267
99,408
(69,291)
(193,181)
(3,381)
$2,540,822
$2,721,952
211,634
(350,674)
8,196
116,159
$2,707,267
$1,199,730
151,405
(56,339)
(93,082)
$1,201,714
$1,182,616
152,346
(2,762)
(143,716)
11,246
$1,199,730
$1,339,108
$1,507,537

Property, plant and equipment was not pledged.

There is no capitalization of interest due to purchase of property, plant

  • 148-

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

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

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
Other non-current assets
Long-term deferred charges
Long-term prepaid rent
Prepayment for equipment
Refundable deposits
Other long-term investment
Other assets
Total
As of December 31,
2016
$62,953
39,843
34,205
21,138
2,361
154
$160,654
2015
$54,708
44,841
5,661
27,375
2,361
154
$135,100

Long-term prepaid rents were payments for land use rights as of December 31, 2016 and 2015.

No other non-current assets were pledged.

  • (11) Short-term loans
Short-term loans
Unsecured bank loans Interest rates
(%)
0.72%-5.09%
December 31,
2016
$1,592,317
December 31,
2015
$1,919,023

The Group’s unused short-term lines of credits amounted to NT$437,448 thousand and NT$703,475 thousand as of December 31, 2016 and 2015, respectively.

  • (12) Financial liabilities at fair value through profit or loss
Held for trading:
Derivatives not designated as hedging
Instruments
Currency option contracts
Forward exchange contracts
Total
Current
Non-current
Total
As of December 31, As of December 31,
2016
$58,096
958
$59,054
$59,054
-
$59,054
2015
$6,489
-
$6,489
$6,489
-
$6,489
  • 149-

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

Bonds payable
Liability component:
Principal amount
Discounts on bonds payable
Subtotal
Less: current portion
Net
Embedded derivative
Equity component
As of December 31,
2016 2015
$48,200
(1,165)
$47,035
(47,035)
$-
$(77)
$1,844
$ -
-
$ -
-
$-
$-
$-

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: $ 46.9

On August 21, 2014, the conversion price had been adjusted from $ 46.9 to $ 44.5 (in dollar) per share. On September 2, 2015, the conversion price had been adjusted from $ 44.5 to $ 41.2 (in dollar).

On August 30, 2016, the conversion price had been adjusted from $ 41.2 to $38.3 (in dollar). The total volume of bonds already exchanged was 3,000 as of December 31, 2016 and the bonds were converted into 7,055 thousand shares of common stock.

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.

  • 150-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

The bonds already exchanged amount to NT$300,000 thousand and NT$251,800 thousand as of December 31, 2016 and December 31, 2015, respectively.

(14) Long-term loans

Details of long-term loans as of December 31, 2016 and 2015 are as follows:

follows:
Lenders As of December
31,2016
Interest Rate(%) Maturity date and terms of
repayment
The Bank of Aichi, Ltd
The Bank of Nagoya, Ltd
The Bank of Nagoya, Ltd
The Bank of Nagoya, Ltd
Total
Less: current portion
Net amount
Lenders
$13,456
3,488
1,069
8,271
0.70%
0.90%
0.90%
0.85%
Interest Rate(%)
Effective October 13, 2016 to
October 7, 2023. Principal is
repaid in 84 monthly payments
with monthly interest payments.
Effective August 7, 2013 to July 9,
2018. Principal is repaid in 60
monthly payments with monthly
interest payments.
Effective July 25, 2015 to July 7,
2017. Principal is repaid in 36
monthly payments with monthly
interest payments.
Effective March 7, 2016 to March
7, 2019. Principal is repaid in 36
monthly payments with monthly
interest payments.
Maturity date and terms of
repayment
26,284
(8,998)
$17,286
The Bank of Nagoya, Ltd
The Bank of Nagoya, Ltd
Subtotal
Less: current portion
Total
$5,674
2,897
0.90%
0.90%
Effective August 7, 2013 to July 9,
2018. Principal is repaid in 60
quarterly payments with monthly
interest payments.
Effective July 25, 2014 to July 7,
2017. Principal is repaid in 36
quarterly payments with monthly
interest payments.
8,571
(4,067)
$4,504

(15) Long-term Deferred Revenue

  • 151-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Beginning balance
Amortization
Exchange difference
Ending Balance
Deferred revenue - related to assets
For the years ended
December 31,
2016
2015
$18,902
$19,402
(403)
(424)
(1,641)
(76)
$16,858
$18,902
As of December 31,
For the years ended
December 31,
2016
2015
$18,902
$19,402
(403)
(424)
(1,641)
(76)
$16,858
$18,902
As of December 31,
2016
$16,858
2015
$18,902

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 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.

Pension expenses under the defined contribution plan for the years ended December 31, 2016 and 2015 were NT$27,889 thousand and NT$28,738 thousand, 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

  • 152-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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. Before the end of each year, the Company and its domestic subsidiaries assess the balance in the designated labor pension fund. If the amount is inadequate to pay pensions calculated for workers retiring in the same year, the Company and its domestic subsidiaries will make up the difference in one appropriation before the end of March the following year.

The Ministry of Labor is in charge of establishing and implementing the fund utilization plan in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund. The pension fund is invested in-house or under discretionary accounts, based on a passive-aggressive investment strategy for long-term profitability. The Ministry of Labor establishes checks and risk management mechanism based on the assessment of risk factors including market risk, credit risk and liquidity risk, in order to maintain adequate manager flexibility to achieve targeted return without over-exposure of risk. With regard to utilization of the pension fund, the minimum earnings in the annual distributions on the final financial statement shall not be less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. Treasury Funds can be used to cover the deficits after the approval of the competent authority. As the Company does not participate in the operation and management of the pension fund, no disclosure on the fair value of the plan assets categorized in different classes could be made in accordance with paragraph 142 of IAS 19.The Group expects to contribute NT$2,889 thousand to its defined benefit plan during the 12 months beginning after December 31, 2016.

The weighted average duration of the defined benefits obligation was 17 years as of December 31, 2016.

Pension costs recognized in profit or loss are as follows:

  • 153-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Current service costs
Net interest on the net defined benefit
liabilities(Assets)
Total
For the years ended
December 31
For the years ended
December 31
2016 2015
$1,555
1,289
$1,905
1,516
$2,844 $3,421

Reconciliations of liabilities (assets) of the defined benefit obligation and plan assets at fair value are as follows:

plan assets at fair value are as follows:
Defined benefit obligation
Plan assets at fair value
Net defined benefit liabilities, noncurrent
recognized on the consolidated balance
sheets
As of
31 Dec. 2016 31 Dec. 2015 1 Jan.
2015
$147,969
(64,615)
$137,712
(62,311)
$139,637
(63,280)
$83,354 $75,401 $76,357

Reconciliation of liabilities (assets) of the defined benefit plan are as follows:

follows:
As of January 1,2015
Current service cost
Interest expense (income)
Subtotal
Remeasurements of the defined benefit
liabilities /assets:
Actuarial gains and losses arising from
changes in demographic assumptions
Experience adjustments
Remeasurements of the defined benefit
assets
Subtotal
Payments of benefit obligation
Contributions by employer
As of December 31,2015
Currentperiod service costs
As of
Defined
benefit
obligation
Plan assets
at fair value
Net defined
benefit
liabilities
(assets)
$139,637
1,905
2,796
$(63,280)
-
(1,280)
$76,357
1,905
1,516
144,338
4,818
(5,411)
-
(64,560)
-
-
(380)
79,778
4,818
(5,411)
(380)
(593) (380) (973)
(6,033)
-
6,033
(3,404)
-
(3,404)
137,712
1,555
(62,311)
-
75,401
1,555
  • 154-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Interest expense (income)
Subtotal
Remeasurements of the defined benefit
liabilities /assets:
Actuarial gains and losses arising from
changes in demographic assumptions
Experience adjustments
Remeasurements of the defined benefit
assets
Subtotal
Payments of benefit obligation
Contributions by employer
As of December 31,2016
As of
Defined
benefit
obligation
Plan assets
at fair value
Net defined
benefit
liabilities
(assets)
2,410 (1,121) 1,289
141,677
2,919
4,542
-
(63,432)
-
-
537
78,245
2,919
4,542
537
7,461 537 7,998
(1,169)
-
1,169
(2,889)
-
(2,889)
$147,969 $(64,615) $83,354

The principal assumptions used in determining the Company’s defined benefit plan are shown below:

benefit plan are shown below:
Discount rate
Expected rate of salary increases
As of December 31,
2016 2015
1.60%
3.00%
1.75%
3.00%

Sensitivity analysis for significant assumption are shown below:

Discount rate increase by 0.50%
Discount rate decrease by 0.50%
Future salary increase by 1.00%
Future salary decrease by 1.00%
For theyears ended December 31 For theyears ended December 31 For theyears ended December 31 For theyears ended December 31
2016 2015
Defined
benefit
obligation
increase
Defined
benefit
obligation
decrease
Defined
benefit
obligation
increase
Defined
benefit
obligation
decrease
$ -
10,319
21,080
-
$9,433
-
-
18,003
$ -
10,342
21,204
-
$9,416
-
-
17,962

The sensitivity analyses above are based on a change in a significant assumption (for example: change in discount rate or future salary), keeping all other assumptions constant. The sensitivity analyses may not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation of one

  • 155-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

another.

There was no change in the methods and assumptions used in preparing the sensitivity analyses compared to the previous period.

(17) Equity

(a) Common stock

The Company’s authorized capital was NT$4,500,000 thousand as of December 31, 2016 and 2015. The paid-in capital was NT$2,246,068 thousand and NT$2,158,299 thousand, divided into 224,607 and 215,830 thousand shares with par value of NT$ 10 each, respectively. Each share has one voting right and a right to receive dividends.

The investors requested to convert the Company’s convertible bonds into common stocks by issuing new common shares in the amount of NT$48,200 thousand in a total of 1,235 thousand shares from January 1, 2016 to December 31, 2016, and had been completed the registration process for 426 thousands units as of December 31, 2016. As the registration process for the remaining 809 thousand unit has not been completed, the accumulated book value of certificates of bond-to-stock conversion amounted to NT$8,094 thousand. The accumulated book value of certificates of bond - to - stock conversion had been completed the registration process in the amount of NT$18,155 thousand in a total of 1,815 thousand shares in the years ended December 31, 2016.

The investors requested to convert the Company’s convertible bonds into common stocks by issuing new common shares in the amount of NT$251,800 thousand in a total of 5,821 thousand shares from January 1, 2015 to December 31, 2015, and 4,006 thousand shares had been completed the registration process for 4,006 thousand units as of December 31, 2015. As the registration process for the remaining 1,815 thousand unit has not been completed, the accumulated book value of certificates of bond-to-stock conversion amounted to NT$18,155 thousand.

Based on the resolution adopted at the annual shareholders’ meeting held on June 17, 2016 and June 11, 2015, the Company declared stock dividends paid out of retained earnings in the amount of NT$65,365 thousand and NT$41,534 thousand, respectively. Increase its issued share capital by issuing ordinary shares with 6,536 thousand shares and 4,153 thousand shares, respectively. The Board of Directors

  • 156-

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

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

approved both changes and the effective dates of the capital increase were set on August 30, 2016 and September 2, 2015, respectively.

  • (b) Capital surplus
Capital surplus
Premium on convertible bonds
Treasury share transactions
From share of changes in net assets of
associates
Premium from merger
Stok options
Total
As of December 31,
2016
$858,621
5,749
(6,613)
705
-
$ 858,462
2015
$887,012
5,749
(4,666)
705
1,844
$890,644

According to the Company Act, the capital surplus shall not be used except for offset the deficit of the company. When a company incurs no loss, it may distribute the capital surplus generated from the excess of the issuance price over the par value of share. 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) Retained earnings and dividend policies

In consideration of the revision of the Company Act on 20 May, 2015, the shareholder’s meeting resolved the amendment of SIBON’s Articles of Incorporation on June 17, 2016. According to the amendment of SIBON’s Artides of Incorporation, current year’s earnings, if any, shall be distributed in the following order:

  • a. Payment of taxes.

  • b. Making up loss for preceding years;

  • c. Setting aside 10% for legal reserve.

  • d. Appropriating or reversing special reserve by government officials or other regulations.

  • e. The remaining shall be distributed according to the distribution plan proposed by the Board of Directors according to the dividend policy and submitted to the shareholder’s meeting for approval.

As the Company is undergoing a growth stage, the policy of dividend distribution should reflect its long-term financial planning. The Board of Directors shall propose the distribution plan and submit it to the Shareholder’s meeting every year. The distribution of shareholders dividend shall be allocated cash dividends to be distributed may not

  • 157-

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

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

be less than 10% of total dividends to be distributed.

According to the Company Act, the Company needs to set aside amount to legal reserve unless where such legal reserve amounts to the total authorized capital. The legal reserve can be used to offset the deficit of the Company. 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.

Pursuant to existing regulation, the Company is requited to set aside addition special reserve equivalent to the net debit balance of the other components of shareholders’ equity. For any subsequent reversal of other net deductions from shareholders’ equity, the amount reversed may be distributed.

Following the adoption of TIFRS, the FSC on 6 April 2012 issued Order No. Financial-Supervisory-Securities-Corporate-1010012865, which sets out the following provisions for compliance:

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 to special reserve based on the difference between the amount already set aside and the total debit balance of other shareholders’ equity. For any subsequent reversal of other net deductions from shareholders’ equity, the amount reversed may be distributed.

The Company did not reverse any special reserve as a result of using, disposing of or reclassifying related assets in the years ended December 31, 2016 and 2015.

Details of the 2016 and 2015 earnings distribution and dividends per share as approved and resolved by the Board of Directors’ meeting and shareholders’ meeting on March 9, 2017 and June 17, 2016, respectively, are as follows:

  • 158-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Common stock -cash dividend
Legal reserve
Special reserve
Total
Appropriation of earnings Appropriation of earnings Dividendper share(NT$) Dividendper share(NT$)
2016 2015 2016 2015
$788,956
115,739
46,577
$675,430
97,019
-
$3.5 $3.1
$951,272 $772,449

On March 9, 2017, the Company’s board of directors’ approved in a board meeting to distribute cash dividend in the amount of NT$45,083 thousand ($0.2 per share) by additional paid-in capital. On June 17, 2016, the Company’s shareholders’ meeting resolved to convert paid-in capital to capital increase of NT$65,364 thousand ($0.3 per share).

Please refer to Note 6(19) for relevant information on estimation basis and recognized amounts of employees’ compensation and remuneration to directors and supervisors.

(d) Non-controlling interests

Beginning balance
Gains 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
foreign operations
Acquisition of issued shares of subsidiary
Disposal of the shares of the subsidiary
Increase in non-controlling interests of
the newly established subsidiary
Ending balance
For theyears ended December 31 For theyears ended December 31
2016
$54,715
4,349
(142)
(585)
(11,638)
-
$46,699
2015
$65,059
(16,092)
2,749
-
-
2,999
$54,715

(18) Operating revenue

  • 159-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Sale revenue
Less: sales returns and discounts
Net sales
For theyears ended December 31 For theyears ended December 31
2016
$12,971,190
(45,347)
$12,925,843
2015
$12,168,027
(56,769)
$12,111,258

(19) Summary statement of employee benefits, depreciation and amortization expenses by function for the years ended December 31, 2016 and 2015:

For theyears ended December 31, For theyears ended December 31, For theyears ended December 31, For theyears ended December 31,
2016 2015
Operating
costs
Operating
expenses
Total Operating
costs
Operating
expenses
Total
Employee benefits expense
Salaries $791,013 $822,860 $1,613,873 $806,933 $799,199 $1,606,132
Labor and health insurance 77,445 109,216 186,661 60,370 116,499 176,869
Pension 9,154 21,579 30,733 9,023 23,136 32,159
Other employee benefits
expense
57,664 59,420 117,084 65,440 57,241 122,681
Depreciation 93,822 57,583 151,405 70,536 81,809 152,345
Amortization 5,398 23,962 29,360 4,114 25,124 29,238

The number of employees for Company and its subsidiaries are 4,830 and 4,974 on December 31, 2016 and 2015, respectively.

In consideration of the revision of the Company Act in 20 May, 2015, the shareholders’ meeting resolved the amendment of SINBON’s Articles of Incorporation on June 7, 2016. According to the amendment of SINBON’s Articles of Incorporation, the employees’ compensation and directors’ remuneration shall be distributed in following order:

According to the resolution, 1% to 15% of profit of the current year is distributable as employees’ compensation and no higher than 3% of profit of the current year is distributable as remuneration to directors and supervisors. However, the company's accumulated losses shall have been covered. The Company may, by a resolution adopted by a majority vote at a meeting of its board of directors attended by two-thirds of the total number of directors and in addition thereto a report of such distribution is submitted to the shareholders’ meeting.

  • 160-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

The employees’ compensation and remuneration to directors and supervisors for 2015 were determined pursuant to the revised Articles of Incorporation.

Base on profit of current year, the Company estimated the amounts of the employees’ compensation and remuneration to directors and supervisors for the year ended December 31, 2016 to be 1.60% and 1.05% of profit of the current year, respectively, recognized as employee benefits expense. As such, employees’ compensation and remuneration to directors and supervisors for the year ended December 31, 2016 amounted to NT$21,000 thousand and NT$13,800 thousand, respectively. Employees’ compensation and remuneration to directors and supervisors for the year ended December 31, 2015 amounted to NT$20,000 thousand and NT$13,000 thousand, respectively. The aforementioned employees’ compensation and remuneration to directors and supervisors for the years ended December 31, 2015 and 2016 were estimated based on post-tax net income of the period and recognized as salaries expense. The number of stocks distributed as employees’ compensation was calculated based on the closing price one day prior to the date of shareholders’ meeting and considered the impacts of ex-right/ex-dividend. The difference between the estimates and the amounts agreed by resolution of shareholders’ meeting will be recognized in profit or loss of the subsequent year.

A resolution was passed at the board of directors meeting held on March 9, 2017 to distribute NT$21,000 thousand and NT$13,800 thousand in cash as employees’ compensation and remuneration to directors and supervisors for 2016, respectively.

No material differences exist between the estimated amount and the actual distribution of the employee bonuses and remuneration to directors and supervisors for the year ended December 31, 2016.

Information on the Company’s board of directors’ resolution regarding the employees’ compensation and remuneration to directors and supervisors can be obtained from the “Market Observation Post System” on the website of the TWSE.

  • 161-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Non-operating income and expenses

  • (a) Other income
Sample income
Dividend income
Interest income
Others
Total
For the years ended December
31,
For the years ended December
31,
2016
$93,869
16,975
12,343
41,914
$165,101
2015
$27,164
19,656
26,473
110,733
$184,026

(b) Other gains and losses

Foreign exchange (losses) gains, net
(Loss) gain on disposal of investments
(Loss) gain of financial instruments at fair
value through profit or loss
Loss on disposal of property, plant and
equipment
Others
Total
For theyears ended December 31, For theyears ended December 31,
2016
$(41,390)
(6,549)
(85,988)
(9,195)
138,766
$(4,356)
2015
$131,022
2,039
35,161
(3,571)
(21,963)
$142,688

(c) Finance costs

Interest on loans from bank
Interest on bonds payable
Total
For the years ended December
31,
For the years ended December
31,
2016
$27,685
460
$28,145
2015
$35,266
2,993
$38,259
  • 162-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

(20) Components of other comprehensive income

For the year ended December 31, 2016:

Not to be reclassified to profit or loss in
subsequent periods:
Remeasurements of defined benefit plans
To be reclassified to profit or loss in subsequent
periods:
Exchange differences resulting from translating
the financial statements of a foreign
operation
Unrealized losses from available-for-sale
financial assets
Share of other comprehensive income of
associates and joint ventures accounted for
using the equity method
Total of other comprehensive income
Arising during
theperiod
Reclassification
adjustments
duringtheperiod
Other
comprehensive
income, before
tax
Income tax relating
to components of
other
comprehensive
income
Other
comprehensive
income,net of tax
$(7,998)

(428,752)
(8,364)
(7,099)
$ -
-
-
-
$(7,998)
(428,752)
(8,364)
(7,099)
$1,359
72,621
-
-
$(6,639)
(356,131)
(8,364)
(7,099)
$(452,213) $- $(452,213) $73,980 $(378,233)

For the year ended December 31, 2015

Not to be reclassified to profit or loss in
subsequent periods:
Remeasurements of defined benefit plans
To be reclassified to profit or loss in subsequent
periods:
Exchange differences resulting from translating
the financial statements of a foreign
operation
Unrealized gains (losses) from available-for-sale
financial assets
Share of other comprehensive income of
associates and joint ventures accounted for
using the equity method
Total of other comprehensive income
Arising during
theperiod
Reclassification
adjustments
duringtheperiod
Other
comprehensive
income, before
tax
Income tax relating
to components of
other
comprehensive
income
Other
comprehensive
income,net of tax
$973

(1,767)
(82,181)
17,321
$ -
-
-
-
$973
(1,767)
(82,181)
17,321
$(165)
542
-
-
$808
(1,225)
(82,181)
17,321
$(65,654) $- $(65,654) $377 $(65,277)
  • 163-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

(21) 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,
2016 2015
Current income tax expense :
Current income tax charge $492,405 $365,181
Adjustments in respect of current income tax (7,453) 15,367
of prior periods
Deferred tax expense:
Deferred tax expense relating to origination (55,858) 35,358
and reversal of temporary differences
Reversal of deferred income tax 6,215 -
Total income tax expense $435,309 $415,906

Income tax relating to components of other comprehensive income

Deferred tax income:
Exchange differences on translation
of foreign operations
Remeasurements of defined benefit plans
Income tax relating to components of other
comprehensive income
For the years ended
December 31,
For the years ended
December 31,
2016
$(72,621)
(1,359)
$(73,980)
2015
$(542)
165
$(377)

A reconciliation between tax expense and the product of accounting profit multiplied by applicable tax rates is as follows:

  • 164-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Accounting profit before tax from continuing operations
Tax at the domestic rates applicable to profits in the country concerned
Tax effect of revenues exempt from taxation
Tax effect of expenses not deductible for tax purposes
Tax effect of deferred tax assets/liabilities
10 % surtax on undistributed retained earnings
Tax effect of different tax rates for entities in other tax regions
Adjustments in respect of current income tax of prior periods
Total income tax expense recognized in profit or loss
Deferred tax assets (liabilities) relate to the following:
For the years ended 31
December
For the years ended 31
December
2016 2015
$1,597,044 $1,370,009
$271,497
(22,374)
5,045
(57,989)
19,855
226,728
(7,453)
$232,902
(2,712)
10,880
(31,977)
13,126
178,320
15,367
$435,309 $415,906

For the year ended December 31, 2016

Temporary differences
Exchange differences on translation
of foreign operations
Investments accounted for using
the
equity method
Unrealized intragroup profits and
losses
Unrealized foreign exchange gains
or losses
Loss
from
price
recovery
(reduction) of inventories
Revaluations of financial assets at
fair value through profit or loss
Revaluations of financial liabilities
at fair value through profit or loss
Remeasurements of defined benefit
plans
Non-current
liability

Defined
benefit Liability
Deferred
income-government
grants
Accumulated losses
Allowance for doubtful accounts
Convertible bonds
Deferred tax income/ (expense)
Net deferred tax liabilities
Reflected in balance sheet as
follows:
Deferred tax assets
Deferred tax liabilities
Balance as of
January1
$(75,879)
(178,808)
3,449
(1,268)
19,311
(4,650)
917
5,495
7,323
4,726
6,214
402
(406)
$(213,174)
$47,837
$261,011
Recognized in
profit or loss
$ -
43,230
540
374
(4,921)
4,650
9,683
-
(8)
(101)
(3,813)
-
9
$49,643
Recognized in
other
comprehensive
income
$72,621
-
-
-
-
-
-
1,359
-
-
-
-
-
$73,980
Exchange
differences
$ -
-
-
16
(1,058)
-
(27)
-
-
(411)
-
-
-
$(1,480)
Balance as of
December 31
$(3,258)
(135,578)
3,989
(878)
13,332
-
10,573
6,854
7,315
4,214
2,401
402
(397)
$(91,031)
$49,089
$140,120
  • 165-

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, 2015

Temporary differences
Exchange differences on
translation of foreign
operations
Investments accounted for
using the
equity method
Unrealized
intragroup
profits and losses
Unrealized foreign exchange
gains or losses
Loss from price recovery
(reduction) of inventories
Revaluations
of
financial
assets at fair value through
profit or loss
Revaluations
of
financial
liabilities
at
fair
value
through profit or loss
Remeasurements of defined
benefit plans
Non-current
liability

Defined benefit Liability
Deferred
income-government grants
Accumulated losses
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
$(76,421)
(130,779)
1,529
(2,680)
2,481
(1,908)
4,432
5,660
7,320
4,850
6,214
402
707
$(178,193)
$30,342
$208,535
Recognized in
profit or loss
$ -
(48,029)
1,920
1,412
16,868
(2,742)
(3,218)
-
3
(106)
-
-
(1,113)
$(35,005)
Recognized in
other
comprehensive
income
$542
-
-
-
-
-
-
(165)
-
-
-
-
-
$377
Exchange
differences
$ -
-
-
-
(38)
-
(297)
-
-
(18)
-
-
-
$(353)
Balance as of
December 31
$(75,879)
(178,808)
3,449
(1,268)
19,311
(4,650)
917
5,495
7,323
4,726
6,214
402
(406)
$(213,174)
$47,837
$261,011

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

  • 166-

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

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

December 31, 2016, and December 31, 2015, the taxable temporary differences associated with investment in subsidiaries, for which deferred tax liability has not been recognized, aggregated to NT$210,899 thousand and NT$119,790 thousand, respectively.

Imputation credit information

Balances of imputation credit amounts As of December 31, As of December 31,
2016
$141,445
2015
$132,969

The expected creditable ratio for 2016 and the actual creditable ratio for 2015 were 13.63% and 12.20%, respectively. However, according to the amended Article 66-6 of Income Tax Act, in the case of the amount of the deductible tax of an individual shareholder residing in the territory of the Republic of China, the creditable ratio is halved. The amendment applies to companies which make distribution beginning January 1, 2015.

Information of the Company’s earnings generated

Earnings generated before the year
ended December 31, 1997
Earnings generated after the year ended
December 31, 1997
Total
As of December 31, As of December 31,
2016
$382
1,937,888
$1,938,270
2015
$382
1,559,590
$1,559,972

The assessment of income tax returns

As of December 31, 2016, 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 2014
Assessed and approved up to 2014
Assessed and approved up to 2014
Assessed and approved up to 2014

(22) 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

  • 167-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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.

(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)
Basic earnings per share (NT$)
(b) Diluted earnings per share
Profit attributable to ordinary equity holders of the
Company
Add: Interest expense from convertible bonds
Profit attributable to ordinary equity holders of the
Company after dilution
Weighted average number of ordinary shares
outstanding for basic earnings per share (in
thousands)
Effect of dilution:
Employee compensation-stock (in thousands)
Convertible bonds (in thousands)
Weighted average number of ordinary shares
outstanding after dilution (in thousands)
Diluted earnings per share (NT$)
For the years ended
December 31,
For the years ended
December 31,
2016
$1,157,386
224,653
$5.15
$1,157,386
382
$1,157,768
224,653
299
76
225,028
$5.15
2015
$970,195
220,761
$4.39
$970,195
2,484
$972,679
220,761
326
1,028
222,115
$4.38

Note: Weighted average number of ordinary shares is calculated at conversion date.

The aforementioned weighted average number of ordinary shares outstanding has been adjusted retrospectively to December 31, 2016 in consideration of the issuance of stock dividend from capital surplus.

  • 168-

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

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

(23) Disposal of subsidiaries

The effects of disposal of subsidiaries in 2016 were as follows:

On September 30, 2016, the Company disposed of 51% interest in its subsidiary - USSB and lost control of the entity. The cash consideration was NT$3,137 thousand and the Company has recognized gain on disposal of investment amounting to NT$1,676 thousand, which was recorded in the statements of other comprehensive income.

On September 30 2016, the Company disposed of 51.51% interest in its subsidiary - Samoa S&D and lost control of the entity. A cash consideration of NT$8,590 thousand was received and the Company has recognized loss on disposal of investment amounting to NT$1,761 thousand, which was recorded in the statements of other comprehensive income.

The book value of the identifiable assets and liabilities of USSB and Samoa S&D as of September 30, 2016 were:

Assets
Cash on hand & demand
deposits
Account receivable and
other receivable
Property, plant and
equipment
Liabilities
Account payable and other
payable
The net asset disposition
USSB
$4,707
13,974
2,384
(18,387)
$2,678
Samoa S&D
$3,714
19,839
-
(2,252)
$21,301
Total
$8,421
33,813
2,384
(20,639)
$23,979

(a) Gain on disposal of subsidiaries

The price charged by cash and
cash equivalents
The net asset value of the sale
Less: Non-controlling interests
Exchange differences on
translation of foreign operations
Gain (Loss) on disposal of
subsidiaries
USSB
$3,137
2,678
(1,312)
95
$1,676
Samoa S&D
$8,590
21,301
(10,326)
(624)
$(1,761)
Total
$11,727
23,979
(11,638)
(529)
$(85)
  • 169-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

(b) Net cash outflow from disposal of subsidiaries

The price charged by cash and
cash equivalents
Less:Disposition of cash and cash
equivalents balances
Net cash outflow from disposal of
subsidiaries
USSB
$ -
(4,707)
$(4,707)
Samoa S&D
$8,590
(3,714)
$4,876
Total
$8,590
(8,421)
$169

Notes: A cash consideration of USSB was recognized on other receivable.

The effects of disposal of subsidiaries in 2015 were as follows:

On March 13, 2015, the Company disposed of 100% interest in its subsidiary - JY Sinact and lost control of the entity. A cash consideration of NT$12,560 thousand was received and the Company has recognized gain on disposal of investment amounting to NT$733 thousand, which was recorded in the statements of other comprehensive income.

The book value of the identifiable assets and liabilities of JY Sinact as of March 13, 2015 were:

Assets
Cash on hand & demand deposits
Account receivable and other receivable
Inventories
Property, plant and equipment
Intangible assets
Others
Liabilities
Short-term loans
Account payable and other payable
Other current liabilities
The net asset disposition
Amount
$132,433
122,362
24,628
196,362
2,432
30,514
(231,234)
(265,461)
(209)
$11,827

(a) Gain on disposal of subsidiaries

The price charged by cash and cash equivalents
The net asset value of the sale
Gain on disposal of subsidiaries
Amount
$12,560
11,827
$733
  • 170-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

(b) Net cash outflow from disposal of subsidiaries

The price charged by cash and cash equivalents
Less:Disposition of cash and cash equivalents
balances
Net cash outflow from disposal of subsidiaries
Amount
$12,560
(132,433)
$(119,873)
  • (25) Change of Ownership of subsidiaries

Acquisition of issued shares of subsidiaries

On July 29, 2016 and November 24, 2016, the Group further acquired 6.03% and 0.06% shares with voting rights from Digi O2 which is a sub-subsidiary of the Group, respectively. Thus, the Group increased its ownership in the entity to 98.83%. The additional equity information such as reduction of non-controlling interests and adjustment of other comprehensive income or loss were as follows:

Cash consideration paid to the non-controlling
shareholders
Reduction of non-controlling interests
Difference in additional paid-in capital from
investee under equity method
Amount
$3,273
(585)
$2,688
  • 171-

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

Significant transactions with related parties

(a) Sales

Other related parties For the years ended
December 31,
For the years ended
December 31,
2016
$923
2015
$3,466

The sales price to the above related parties was determined through mutual agreement based on the market rates. The collection periods for domestic sales to related parties were month-end 60~120 days, while the term for overseas sales was net 45~75 days. The outstanding balance as of December 31, 2016 and 2015 was unsecured, non-interest bearing and must be settled in cash. The receivables from the related parties were not guaranteed.

  • (b) Purchases
Other related parties For the years ended
December 31,
For the years ended
December 31,
2016
$138,770
2015
$169,931

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 were comparable with third party suppliers and were set between one to four months.

(c) Accounts Receivable-Related Parties

Other related parties As of December 31,
2016
2015
$114
$588
As of December 31,
2016
2015
$114
$588
2016
$114
$588
  • 172-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

  • (d) Other Receivables-Related Parties
Other related parties As of December 31, As of December 31,
2016
$11
2015
$359
  • (e) Accounts payable-related parties
Other related parties As of December 31, As of December 31,
2016
$35,243
2015
$28,354
  • (f) Key management personnel compensation
Short-term employee benefits
Post-employment benefits
Total
For the years ended
December 31,
For the years ended
December 31,
2016
$185,943
30,733
$216,676
2015
$163,070
32,159
$195,229

8. Assets pledged as security

None.

9. Significant contingencies and unrecognized contract commitments

The Company provided guarantees for subsidiaries’ financing to banks for the years ended December 31, 2016. Please refer to Note 13.(1)(b).

  1. Significant disaster loss

None.

11. Significant subsequent events

None.

  • 173-

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

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

12. Others

(1)Categories of financial instruments

Financial assets
Financial assets at fair value through profit or loss:
Held for trading
Embedded derivatives-bond
Subtotal
Available-for-sale financial assets:
Financial assets at fair value
Financial assets at cost-noncurrent
Subtotal
Loans and receivables:
Cash and cash equivalents (exclude cash on hand)
Debt instrument investments without active market
exists
Notes and accounts receivable
Other receivables
Subtotal
Total
Financial liabilities
Financial liabilities at amortized cost:
Short-term loans
Notes and accounts payable
Bonds payable (including current portion with
maturity less than 1 year)
Long-term loans (including current portion with
maturity less than 1 year)
Subtotal
Financial liabilities at fair value through profit or loss:
Held for trading
Subtotal
Total
As of December 31, As of December 31,
2016
2015
$11,662
$70,903
-
77
11,662
70,980
84,901
93,265
281,304
371,495
366,205
464,760
3,114,018
3,027,546
-
95,723
3,312,504
2,926,038
132,975
109,827
6,559,497
6,159,134
$6,937,364
$6,694,874
As of December 31,
2015
$70,903
77
70,980
93,265
371,495
464,760
3,027,546
95,723
2,926,038
109,827
6,159,134
$6,694,874
2016 2015
$1,592,317
2,311,190
-
26,284
$1,919,023
2,234,512
47,035
8,571
3,929,791 4,209,141
59,054 6,489
59,054 6,489
$3,988,845 $4,215,630
  • 174-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

(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 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 are 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 and receivables at variable interest rates, bank borrowings with fixed interest rates and variable interest rates.

The Group manages its interest rate risk by having a balanced portfolio of fixed and variable loans and borrowings and entering into interest rate swaps. Hedge accounting does not apply to these swaps as they do not qualify for it.

Equity price risk

The fair value of the Group’s listed and unlisted equity securities and conversion rights of the Euro-convertible bonds issued are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Group’s listed and unlisted equity securities are classified under held for trading financial assets or available-for-sale financial assets, while conversion rights of the Euro-convertible bonds issued are classified as financial liabilities at fair value through profit or loss as it does not satisfy the definition of an equity component. 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, 2016 and 2015 are as follows:

For the year ended December 31, 2016

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
+/−$19,524
+/−$195
+/−$1,626
-
Sensitivity of
equity
+/−$(329)
+/−$8,547
-
+/−$8,490
  • 176-

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, 2015

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
+/−$16,780
+/−$355
+/−$1,888
-
Sensitivity of
equity
+/−$(330)
+/−$3,354
-
+/− $9,326

(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.

  • 177-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

As of December 31, 2016 and 2015, amounts receivables from top ten customers represented 23.93% and 21.31% of the total accounts receivables of the Group, respectively. The credit concentration risk of other accounts receivables is insignificant.

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 borrowings, 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 borrowings 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, 2016
Loans
Notes and accounts payable
As of December 31, 2015
Loans
Notes and accounts payable
Convertible bonds
Less than 1year
$1,616,534
2,311,190
$1,949,778
2,234,512
49,169
2 to 3years
$9,905
-
$4,581
-
-
4 to 5years
$7,604
-
$ -
-
-
> 5years
$ -
-
$ -
-
-
Total
$1,634,043
2,311,190
$1,954,359
2,234,512
49,169

Derivative financial instruments

As of December 31, 2016
Forward exchange contracts
Inflows
Outflows
Less than 1year
$5
(57,338)
2 to 3years
$ -
-
4 to 5years
$ -
-
> 5years
$ -
-
Total
$5
(57,338)
  • 178-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Less than 1year 2 to 3years 4 to 5years > 5years Total
Net $(57,333) $ - $ - $ - $(57,333)
Currency Option Contracts
Inflows $19,012 $ - $ - $ - $19,012
Outflows (20,075) - - - (20,075)
Net $(1,063) $ - $ - $ - $(1,063)
Cross Currency Swap
Inflows $961,637 $ - $ - $ - $961,637
Outflows (960,564) - - - (960,564)
Net $1,073 $ - $ - $ - $1,073
As of December 31, 2015
Forward exchange contracts
Inflows $625 $ - $ - $ - $625
Outflows (7,114) - - - (7,114)
Net $(6,489) $ - $ - $ - $(6,489)
Cross Currency Swap
Inflows $438,410 $ - $ - $ - $438,410
Outflows (426,800) - - - (426,800)
Net $11,610 $ - $ - $ - $11,610

The table above contains the undiscounted net cash flows of derivative financial instruments.

  • (6) Fair values of financial instruments

  • (a) The methods and assumptions applied in determining the fair value of financial instruments:

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following methods and assumptions were used by the Group to measure or disclose the fair values of financial assets and financial liabilities:

  • a. The carrying amount of cash and cash equivalents, accounts receivables, accounts payable and other current liabilities approximate their fair value due to their short maturities.

  • b. 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, beneficiary certificates, bonds and futures etc.) at the reporting

  • 179-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

date.

  • c. Fair value of equity instruments without market quotations (including private placement of listed equity securities, unquoted public company and private company equity securities) are estimated using the market method valuation techniques based on parameters such as prices based on market transactions of equity instruments of identical or comparable entities and other relevant information (for example, inputs such as discount for lack of marketability, P/E ratio of similar entities and Price-Book ratio of similar entities).

  • d. Fair value of debt instruments without market quotations, bank loans, bonds payable and other non-current liabilities are determined based on the counterparty prices or valuation method. The valuation method uses DCF method as a basis, and the assumptions such as the interest rate and discount rate are primarily based on relevant information of similar instrument (such as yield curves published by the Taipei Exchange, average prices for Fixed Rate Commercial Paper published by Reuters and credit risk, etc.)

  • e. The fair value of derivatives which are not options and without market quotations, is determined based on the counterparty prices or discounted cash flow analysis using interest rate yield curve for the contract period. Fair value of option-based derivative financial instruments is obtained using on the counterparty prices or appropriate option pricing model (for example, Black-Scholes model) or other valuation method (for example, Monte Carlo Simulation).

  • (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.

  • (c) Fair value measurement hierarchy for financial instruments

Please refer to Note 12.(8) for fair value measurement hierarchy for financial instruments of the Group.

  • (7) Derivative financial instruments

The Group’s derivative financial instruments include forward currency contracts, cross currency swap and embedded derivatives. The related information for derivative financial instruments not qualified for hedge

  • 180-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

accounting and not yet settled as of December 31, 2016 and December 31, 2015 is as follows:

Forward exchange contracts, Cross currency swaps and currency option 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 exchange contracts, Cross currency swaps and currency option contracts:

Items(bycontract)
As of December 31, 2016
Currency option contracts
Currency option contracts
Forward exchange contracts
Cross currency swaps
As of December 31, 2015
Currency option contracts
Currency option contracts
Currency option contracts
Currency option contracts
Cross currency swaps
Notional Amount
Buy put option
USD
2,875
Sell call option
USD
5,000
Sell USD/Buy JPY
USD
1,122
USD
30,000
Buy call option
USD
2,500
Buy put option
USD
950
Sell call option
USD
250
Sell put option
USD
5,000
USD
14,000
Contract Period
October 4, 2016 - November 10, 2017
October 4, 2016 - November 10, 2017
November 18, 2016 - March 6, 2017
January 14, 2016 - January 16, 2018
August 7, 2015 - December 12, 2016
December 18, 2015 - January 26,
2016
May 15, 2015 - March 15, 2016
August 7, 2015 - December 12, 2016
January 10, 2014 - August 5, 2016

Embedded derivatives

The embedded derivatives arising from issuing convertible bonds have been separated from the host contract and were carried at fair value through profit or loss. Please refer to Note 6(13) for further information on this transaction.

The counterparties for the aforementioned derivatives transactions are well known local or overseas banks, as they have sound credit ratings, the credit risk is insignificant.

The forward exchange contracts, Cross currency swaps and currency option contracts have been entered into to hedge the foreign currency risk of net assets or net liabilities, and there will be corresponding cash inflow or outflows upon maturity and the Group has sufficient operating funds, the cash flow risk is insignificant.

(8) Fair value measurement hierarchy

  • 181-

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

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

  • (a) Fair value measurement hierarchy

All asset and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, based on the lowest level input that is significant to the fair value measurement as a whole. Level 1, 2 and 3 inputs are described as follows:

Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities that the entity can access at the measurement date

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

Level 3 – Unobservable inputs for the asset or liability

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Group determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization at the end of each reporting period.

  • (b) Fair value measurement hierarchy of the Group’s assets and liabilities

The Group does not have assets that are measured at fair value on a non-recurring basis. Fair value measurement hierarchy of the Group’s assets and liabilities measured at fair value on a recurring basis is as follows:

As of December 31, 2016

Financial assets:
Financial assets at fair value through
profit or loss
Cross currency swaps
Fund
Stock
Available-for-sale financial assets:
Stock
Financial liabilities:
Financial liabilities at fair value through
profit or loss
Forward exchange contracts
Forward exchange contracts
Level 1
$ -
2,216
3,435
84,901
$ -
-
Level 2
$6,011
-
-
-
$58,096
958
Level 3
$ -
-
-
-
$ -
-
Total
$6,011
2,216
3,435
84,901
$58,096
958
  • 182-

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, 2015

Financial assets:
Financial assets at fair value through
profit or loss
Cross currency swaps
Fund
Stock
Embedded derivatives
Available-for-sale financial assets:
Stock
Financial liabilities:
Financial liabilities at fair value through
profit or loss
Forward foreign exchange contracts
Level 1
$ -
28,507
13,965
-
93,265
$ -
Level 2
$28,431
-
-
77
-
$6,489
Level 3
$ -
-
-
-
-
$ -
Total
$28,431
28,507
13,965
77
93,265
$6,489

Transfers between Level 1 and Level 2 during the period

During the years ended 31 December, 2016 and 2015, there were no transfers between Level 1 and Level 2 fair value measurements.

  • (c) Fair value measurement hierarchy of the Company’s assets and liabilities not measured at fair value but for which the fair value is disclosed.

None.

  • (9) Significant assets and liabilities denominated in foreign currencies

Information regarding the significant assets and liabilities denominated in foreign currencies is listed below:

  • 183-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Financial assets
Monetary items:
USD
RMB
EUR
Financial liabilities
Monetary items:
USD
RMB
EUR
Foreign exchange gains or losses
on monetary financial assets and
financial liabilities
Monetary items:
RMB
HKD
As of December 31, As of December 31, 2016
NTD
$3,273,749
1,797,034
66,037
1,353,677
925,941
8,031
(70,720)
96,679
As of December 31, As of December 31, 2015
Foreign
currencies
$101,420
386,892
1,947
41,937
199,350
237
(14,537)
23,215
Foreign
exchange
rate
32.28
4.64
33.92
32.28
4.64
33.92
4.86
4.16
Foreign
currencies
$91,671
407,557
1,233
34,270
218,964
403
11,444
3,347
Foreign
exchange
rate
33.07
5.09
36.13
33.07
5.09
36.13
5.12
4.12
NTD
$3,031,201
2,074,465
44,566
1,133,325
1,114,531
14,548
58,591
13,789

The above information is disclosed based on the carrying amount of foreign currency (after conversion to functional currency).

(10) 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.

  1. Other disclosure

  2. (1) Information at significant transactions

    • (a) Financing provided to others for the year ended December 31, 2016: Please refer to Attachment 1.

    • (b) Endorsement/Guarantee provided to others for the year ended December 31, 2016: Please refer to Attachment 2.

    • (c) Securities held as of December 31, 2016: Please refer to Attachment

  3. 184-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

  1. (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, 2016: None.

  2. (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, 2016: None.

  3. (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, 2016: None.

  4. (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, 2016: Please refer to Attachment 4.

  5. (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, 2016: None.

  6. (i) Financial instruments and derivative transactions: Please refer to Note 12. (7).

  7. (j) The business relationship, significant transactions and amounts between parent company and subsidiaries: Please refer to Attachment 5.

  8. (2) Information on investees:

Names, locations, main businesses and products, original investment amount, investment as of December 31, 2016, net income (loss) of investee company and investment income (loss) recognized as of December 31, 2016: 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:

  • 185-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

  • (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.

Transfer prices between operating segment are on an arm’s length basis in a manner similar to transactions with third parties.

Information on profit or loss, assets and liabilities of the reportable segment:

For the year ended December 31, 2016

Revenue
External customer
Inter-segment
Total revenue
Segment profit
Cable Segment
$8,152,722
2,025,572
$10,178,294
$1,588,049
Electronic
Segment
Management
Operation
Segment

Adjustment and
cancellation
(Note)
Consolidated
$4,196,095
28,315
$577,026
246,752
$ -
(2,300,639)
$(2,300,639)
$ -
$12,925,843
-
$4,224,410 $823,778 $12,925,843
$397,404 $(388,409) $1,597,044

Note: Inter-segment revenues were eliminated when consolidated.

For the year ended December 31, 2015

  • 186-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Revenue
External customer
Inter-segment
Total revenue
Segment profit
Cable Segment
$7,390,386
1,968,640
$9,359,026
$1,249,557
Electronic
Segment
Management
Operation
Segment

Adjustment and
cancellation
(Note)
Consolidated
$4,108,017
36,421
$612,855
219,736
$ -
(2,224,797)
$(2,224,797)
$ -
$12,111,258
-
$4,144,438 $832,591 $12,111,258
$408,534 $(288,082) $1,370,009

Note: Inter-segment revenues were eliminated when consolidated.

Information on assets and liabilities of the reportable segment as of December 31, 2016 and December 31, 2015 are as follows:

Segment Assets:

December 31, 2016
December 31, 2015
Cable
Segment
Electronic
Segment
$1,997,440
Management
Operation
Segment
$814,726
Subtotal Adjustment and
elimination

Consolidated
$4,962,030 $7,774,196 $3,308,648 $11,082,844
$5,184,314 $1,709,707 $1,029,421 $7,923,442 $3,190,229 $11,113,671

Segment Liabilities:

December 31, 2016
December 31, 2015
Cable
Segment
Electronic
Segment
Management
Operation
Segment
Subtotal Adjustment and
elimination

Consolidated
$2,881,248 $1,569,272 $769,539
$1,026,651
$5,220,059 $83,354 $5,303,413
$3,334,685 $1,038,878 $5,400,214 $75,401 $5,475,615

(a) Geographical information

  • i. Revenue from external customers:
For theyears ended December 31,
2016
2015
Mainland China (Hong Kong)
$7,526,767
$7,777,857
United States
1,826,867
1,461,815
Taiwan
815,472
791,616
Other countries
2,756,737
2,079,970
Total
$12,925,843
$12,111,258
For theyears ended December 31,
2016
2015
Mainland China (Hong Kong)
$7,526,767
$7,777,857
United States
1,826,867
1,461,815
Taiwan
815,472
791,616
Other countries
2,756,737
2,079,970
Total
$12,925,843
$12,111,258
For theyears ended December 31,
2016
2015
Mainland China (Hong Kong)
$7,526,767
$7,777,857
United States
1,826,867
1,461,815
Taiwan
815,472
791,616
Other countries
2,756,737
2,079,970
Total
$12,925,843
$12,111,258
2016 2015
$7,526,767
1,826,867
815,472
2,756,737
$7,777,857
1,461,815
791,616
2,079,970
$12,925,843 $12,111,258

The revenue information above is based on the location of the customers.

  • 187-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

ii. Non-current assets:

Mainland China
United States
Taiwan
Other
Total
As of December 31, As of December 31,
2016 2015
$1,214,281
953,548
31,230
76,684
$1,437,344
1,103,343
29,226
13,003
$2,275,734 $2,582,916
  • (b) 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, 2016 and 2015.

  • 188-

Attachment 1: Financing provided to others for the three-month periods ended December 31, 2016

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 BJSB BJSB Tongan Other
receivables
Y $97,198 $92,896 - 0.00% Note 4 $- Need for
operating
$ - - $ - $124,174 $124,174

Note 1: The above transations were all made between consolidated entities in the Group and have been reversed.

Note 2: BJSB's financing limit for BJSB Tongan was set at 40% of the lender's net worth of the financial report audited by the certified public accountants as of 31 December 2016.

$310,436X40%=$124,174

Note 3: Total financing limit for individual counterparty was set at 40% of the lender's net worth of the financial report audited by the certified public accountants as of 31 December 2016. $310,436X40%=$124,174

Note 4: For short-term financing.

-189 -

Attachment 2: Endorsement/Guarantee provided to others for the nine-month periods ended December 31, 2016

(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 SHSB 3 $2,293,093 $50,475 $48,418 $ - none 0.84% $5,732,732 Y N Y
0 The Company SZSB 3 $2,293,093 $33,650 $32,279 $ - none 0.56% $5,732,732 Y N Y
0 The Company TCSB 3 $2,293,093 $100,950 $96,837 $ - none 1.69% $5,732,732 Y N Y
0 The Company JYSB 3 $2,293,093 $336,500 $322,790 $ - none 5.63% $5,732,732 Y N Y
0 The Company BJSB Tongan 2 $2,293,093 $842,008 $805,005 $ - none 14.04% $5,732,732 Y N Y
0 The Company T-CONN Precision 3 $2,293,093 $134,600 $64,558 $ - none 1.13% $5,732,732 Y N N
0 The Company T-CONN Zhongshan 3 $2,293,093 $302,850 $290,511 $63,538 none 5.07% $5,732,732 Y N Y
  • 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: 1. 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 reviewed by the certified public accountants as of December 31, 2016. $5,732,732X40%=$2,293,093

  • Note 4: Limit of total guarantee/ endorsement amount is 100% of the net worth of the financial report reviewed by the certified public accountants as of December 31, 2016.

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.

-190 -

Attachment 3: Securities held as of December 31, 2016. (Excluding subsidiaries, associates and joint ventures)

Holding
Company
Type and name of securities Relationship
(Note 1)
Financial statement account as of Deceember 31, 2016 as of Deceember 31, 2016 as of Deceember 31, 2016 as of Deceember 31, 2016 as of Deceember 31, 2016 as of Deceember 31, 2016 Note
Shares Book value Percentage of
ownership (%)
Fair value
The Company Top Taiwan VII Venture Capital Co., Ltd. - Financial assets measured at cost- noncurrent 3,061,225 shares $31,362 3.06% Note 2 -
The Company Top Taiwan Venture Capital Co., Ltd. - Financial assets measured at cost- noncurrent 6,000,000 shares 60,000 7.50% Note 2 -
The Company Hotwire Development L.L.C - Financial assets measured at cost- noncurrent 11,000 shares 32,653 10.00% Note 2 -
The Company General Research of Electronics Inc. - Financial assets measured at cost- noncurrent 16,000 shares 23,184 7.50% Note 2 -
The Company Gongwin Biopharm Co. Ltd - Financial assets measured at cost- noncurrent 240,000 shares 18,685 18.69% Note 2 -
The Company Top Taiwan II Venture Capital Co., Ltd. - Financial assets measured at cost- noncurrent 875,000 shares 8,750 5.00% Note 2 -
The Company Niigata Seimitsu Co., Ltd. - Financial assets measured at cost- noncurrent 100,000 shares 13,460 0.46% Note 2 -
The Company Top Taiwan III Venture Capital Co., Ltd. - Financial assets measured at cost- noncurrent 1,341,463 shares 13,415 4.07% Note 2 -
The Company Ultracap Technologies Co., Ltd. - Financial assets measured at cost- noncurrent 791,667 shares 12,667 4.82% Note 2 -
The Company Dynahz Technologies - Financial assets measured at cost- noncurrent 2,309,725 shares 6,150 16.67% Note 2 -
The Company Bandrich, Inc. - Financial assets measured at cost- noncurrent 330,000 shares 4,125 1.62% Note 2 -
The Company Sinbon Czech a.s - Financial assets measured at cost- noncurrent - 279 10.00% Note 2 -
EuropeSB Elcotronic Holding GmbH - Financial assets measured at cost- noncurrent - 56,261 19.00% Note 2 -
SB USA Circuits & Cables LLC (C&C) - Financial assets measured at cost- noncurrent - 25,823 19.95% Note 2 -
SB BVI Argosy (Beijing) Technologies Co., Ltd. - Financial assets measured at cost- noncurrent - 2,440 12.00% Note 2
Kwan-Ze Actmax Technologies Inc. - Financial assets measured at cost- noncurrent - 1,441 19.00% Note 2
Subtotal 310,695
Less: accumulated impairment (29,391)
Total $281,304
The Company INPAQ Technology Co., Ltd. The Company is it's director Available-for-sale financial assets-noncurrent 4,182,231 shares $168,381 4.52% $84,901
Adjustments for change in value of investment (75,489)
Less: accumulated impairment (7,991)
Total $84,901

Note 1: Not required if the issuer of securities is not a related party.

Note 2: The financial assets do not have quoted prices in an active market and their fair value cannot be reliably measured

-191 -

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 nine-month periods ended December 31, 2016

Related-
party
Counter-party Relationship Intercompany Transactions Intercompany Transactions Intercompany Transactions Intercompany Transactions Details of non-arm's
length transaction
Details of non-arm's
length transaction
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 $1,638,318 46.79% Trading
condition is as
same as other
supplier
N/A N/A ($390,339) (43.29)%

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 $1,638,318 (Note 4) 12.67%
1 Jiangyin sinbon
Electronics Co.,
Ltd.(JYSB)
The Company 2 Sales $1,638,318 (Note 4) 12.67%

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, interim 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.

-192 -

Attachment 6: Names, locations, main businesses and products, original investment amount, investment as of December 31, 2016, net income (loss) of investee company and investment income (loss) recognized as of December 31, 2016: (Excluding investment in Mainland China)

Investor Investee company
(Note1)
Address Main businesses and products Initial Investment Initial Investment Investment as of December 31, 2016 Investment as of December 31, 2016 Investment as of December 31, 2016 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 Selling a wide variety of
connectors, wires and cables.
HKD95,606,000
$401,262
HKD95,606,000
$401,262
- 100.00% $437,228 $32,538 $32,538 Subsidiary
The Company JPSB Japan Selling a wide variety of
connectors, wires and cables.
JPY25,000,000
$5,008
JPY25,000,000
$5,008
350 shares 70.00% $6,901 $(1,664) $(1,164) Subsidiary
The Company Kwan-Ze Taipei County, Taiwan Holding company $235,600 $235,600 23,560,000 shares 100.00% $278,582 $19,733 $19,733 Subsidiary
The Company Top Taiwan IV
Venture Capital Co.,
Ltd
Taipei City, Taiwan Holding company $80,000 $140,000 8,000,000 shares 20.00% $89,949 $42,474 $8,495 Investee under
the equity
method
The Company SB BVI British Virgin Islands Holding company USD40,021,000
$1,309,185
USD40,421,000
$1,321,747
- 100.00% $3,179,304 $457,285 $457,285 Subsidiary
The Company Korea Sinbon
Electronics Co., Ltd.
Korea Selling a wide variety of
connectors, wires and cables.
$ - USD$30,000
$1,019
- - - $977 $367 -
The Company USSB U.S.A Florida Selling a wide variety of
connectors, wires and cables.
$ - $ - - - - $2,281 $1,163 -
The Company S A M O A Samoa
Holding company
$ - USD3,143,000
$101,747
- - - $(20) $(11) -
The Company Argosy Technologies
Co., Ltd.
Hsinchu City,
Taiwan
~~Produce and sells a variety of~~
electronic components,
computers and peripheral
$30,648 $30,648 2,945,034 shares 3.59% $41,928 $189,301 $6,790 Investee under
the equity
method
The Company Worldwide
Wire Harnesses
Co., Ltd.
Samoa ~~equipment~~
Logistic center.
USD75,000
$2,451
USD75,000
$2,451
- 50.00% $7,008 $50 $25 Subsidiary
The Company S E L Mauritius Holding company USD 6,109,000
$192,742
USD 6,109,000
$192,742
- 64.48% $61,356 $14,325 $9,237 Subsidiary
The Company Sinbon
USA
LLC.
216th street SW,Suite D
Lynneood WA 98036
Logistic center. USD2,000,000
$62,471
USD1,400,000
$43,500
- 100.00% $53,212 $(9,231) $(9,231) Subsidiary
The Company Sinbon Europe GmbH Pfarrkirchen, Germany Logistic center. EUR1,684,000
$61,743
EUR1,684,000
$61,743
- 100.00% $57,095 $(15) $(15) Subsidiary
The Company Ray Service ADA
Corp.
Miaoli County, Taiwan Manufacturing and selling signal
cables and cabin wiring.
$27,000 $27,000 2,700,000 shares 90.00% $16,353 $(11,833) $(10,650) Subsidiary
S E L HK CMK Hong Kong Selling a wide variety of
connectors and cables.
- USD4,620,000
$136,429
- - $ - $ - $ - -

-193 -

Attachment 6: Names, locations, main businesses and products, original investment amount, investment as of December 31, 2016, net income (loss) of investee company and investment income (loss) recognized as of December 31, 2016: (Excluding investment in Mainland China)

Investor Investee company
(Note1)
Address Main businesses and products Initial Investment Initial Investment Investment as of December 31, 2016 Investment as of December 31, 2016 Investment as of December 31, 2016 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
S E L T-CONN Hsinchu City,
Taiwan
Selling a wide variety of
connectors, wires and cables.
$10,000 $10,000 - 100.00% USD279,000
$9,006
USD82,000
$2,651
$ - Subsidiary
S E L S P L Mauritius Logistic center. USD 100,000
$3,228
USD 100,000
$3,228
- 100.00% USD2,000,000
$64,558
USD(50,000)
$(1,616)
$ - Subsidiary
Kwan-Ze Digi O2 Miaoli Country, Taiwan Selling a wide variety of
connectors and cables.
$108,770 $92,740 10,377,000 shares 98.83% $(693) $(16,171) $ - Subsidiary
Kwan-Ze Argocy Research Inc. Hsinchu City,
Taiwan
~~Produce and sells a variety of~~
electronic components,
computers and peripheral
$147,175 $147,175 14,624,200 shares 17.81% $212,490 $189,301 $ - Investee under
the equity
method
Worldwide
Wire Harnesses
Co., Ltd.
STT U.S.A Tennessee ~~equipment~~
Logistic center.
USD140,000
$4,542
USD140,000
$4,542
- 100.00% USD183,000
$5,908
USD2,000
$49
$ - Subsidiary
Argocy Research
Inc.
Argosy Technology
Inc.(USA)
U.S.A Sell Multimedia related products,
ODM and OED
$30,347 $30,347 900 shares 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% $16,055 $(291) $ - 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% $5,559 $(2,106) $ - 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% $70,432 $(7,745) $ - Investee under
the equity
method
Argocy Research
Inc.
ROTEC LIMITED British Virgin Islands Holding company $268,479 $268,479 8,550 shares 77.38% $373,737 $56,011 $ - Investee under
the equity
method
Global Saber
Electronics Co., Ltd
ROTEC LIMITED British Virgin Islands Holding company $72,918 $72,918 2,500 shares 22.62% $109,252 $56,011 $ - Investee under
the equity
method

Note 1: (1)"Investee company", "Addres", "Main businesses and products", "Initial Investment"and "Investment as of December 31, 2016" 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 six-month period ended December 31, 2016.

  • (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.

-194 -

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, 2016
Investment Flows Investment Flows Accumulated
Outflow
of Investment from
Taiwan as of
December 31, 2016
Net income
(loss)
of investee
company
Percentag
e of
Ownership
Investment
income
(loss) recognized
Carrying Value as
of
December 31,
2016
Accumulated Inward
Remittance of
Earnings
as of
December 31, 2016
Outflow Inflow
BJSB Manufacturing and selling
a wide variety of
connectors, wires and
cables.
USD 4,450,000 Indirectly investment in
Mainland China through
remittance from a third region.
USD 1,020,000
$30,719
$ - $ - USD 1,020,000
$30,719
$5,349 100.00% $5,349
(Note 1)
$310,454 USD8,476,000
$274,402
JY Sinact Manufacturing and selling
a wide variety of
connectors, wires and
cables.
USD 31,280,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 18,419,000
$596,665
$ - $ - USD 18,419,000
$596,665
USD11,978,000
$387,193
100.00% USD11,978,000
$387,193
(Note 1)
USD73,929,000
$2,386,345
USD9,064,000
$287,367
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 40,000
$1,289
100.00% USD 40,000
$1,289
(Note 1)
USD6,685,000
$215,788
USD185,000
$6,050
SZSB Selling a wide variety of
connectors, wires and
cables.
USD 2,810,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 2,750,000
$83,385
$ - $ - USD 2,750,000
$83,385
USD665,000
$21,481
100.00% USD665,000
$21,481
(Note 1)
USD9,877,000
$318,810
$ -
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
USD1,230,000
$39,766
100.00% USD1,230,000
$39,766
(Note 1)
USD9,436,000
$304,570
$ -
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
$2,440
$ -
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
$ - - $ - $ - $ -
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
$ - - $ - $ - $ -

-195 -

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, 2016
Investment Flows Investment Flows Accumulated
Outflow
of Investment from
Taiwan as of
December 31, 2016
Net income
(loss)
of investee
company
Percentag
e of
Ownership
Investment
income
(loss) recognized
Carrying Value as
of
December 31,
2016
Accumulated Inward
Remittance of
Earnings
as of
December 31, 2016
Outflow Inflow
JY Sinact Manufacturing and selling
a wide variety of electronic
materials.
USD 9,500,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 5,266,000
$164,599
$ - $ - USD 5,266,000
$164,599
$ - - $ - $ - $ -
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
$ - - $ - $ - $ -
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
$ - - $ - $ - $ -
T-CONN Zhongshan Manufacturing and selling
a wide variety of
connectors, wires and
cables.
USD 7,100,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 3,086,000
$99,007
$ - $ - USD 3,086,000
$99,007
USD413,000
$13,350
64.48% USD266,000
$8,599
(Note 3)
USD(453,000)
$(14,622)
$ -
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 region.
USD 3,000,000
$89,134
$ - $ - USD 3,000,000
$89,134
$355,322 100.00% $355,322
(Note 1)
$859,618 $ -
Accumulated Investment in Mainland China as of
December 31, 2016
Investment Amounts Authorized by
Investment Commission, MOEA
Upper Limit on Investment
USD42,856,000
USD 53,420,000
N/A (Note 4)
Accumulated Investment in Mainland China as of
December 31, 2016
Investment Amounts Authorized by
Investment Commission, MOEA
Upper Limit on Investment
USD42,856,000 USD 53,420,000 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 accountant.

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.

-196 -

  • 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

  • 197 -

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
2015 2016 Difference
Amount Percentage
Current assets 8,530,755 8,807,101 276,346 3.24
Fixed assets 1,507,537 1,339,108 (168,429) (11.17)
Other assets 135,100 160,654 25,554 18.91
Total assets 11,113,671 11,082,844 (30,827) (0.28)
Current liabilities 5,115,795 5,045,793 (70,002) (1.37)
Long-term liabilities 4,504 17,286 12,782 283.79
Total liabilities 5,475,615 5,303,413 (172,202) (3.14)
Capital stock 2,176,454 2,254,162 77,708 3.57
Capital surplus 890,644 858,462 (32,182) (3.61)
Retained earnings 2,325,815 2,801,132 475,317 20.44
Total equities 5,638,056 5,779,431 141,375 2.51
Note:
(1) Long-term liabilities increase was caused by increasing bank loans.
(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 Unit: NT$10,000 Unit: NT$10,000 Unit: NT$10,000 Unit: NT$10,000
2015 2016 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
$(56,769) 12,168,027
(56,769 )

12,111,258
-

12,111,258
(9,389,101)

2,722,157

2,722,157
(1,655,368)

$(45,347) 12,971,190
(45,347 )

12,925,843
-

12,925,843
(9,716,741)

3,209,102

3,209,102
(1,790,898)

803,163
11,422

814,585

814,585
(327,640)

486,945

486,945
(135,530)

6.60
(20.12)

6.73

6.73
3.49

17.89

17.89
8.19

  • 198 -
2015 2015 2015 2016 2016 2016 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
1,066,789
303,220

1,370,009
(415,906)

954,103
1,418,204
178,840

1,597,044
(435,309)

1,161,735
351,415
(124,380)

227,035
(19,403)

207,632
32.94
(41.02)

16.57
4.67

21.76
Addition/reduction variable analysis:
(1) Long-term liabilities increase was caused by increasing bank loans.
(2) Non-operatingincome increased as exchangegain increased.

7.3. Cash flows

7.3.1. Analysis of cash flows in last two years

7.3.1. Analysis of cash 7.3.1. Analysis of cash flows in last twoyear flows in last twoyear flows in last twoyear s s
Year
Item
2015 2016 Increase (reduction)
proportion
Cash flow ratio 28.40% 24.12% -4.28%
Cash flow adequacyratio 118.46% 148.43% 29.97%
Cash reinvestment ratio 12.12% 7.49% -4.63%
Note: Cash flow adequacy ratio rose as cash inflow increased from increasing operating revenue in recent
years.
7.3.2. Analysis of cash flows in the coming year (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
1,250,252 1,280,503 1,125,970 1,404,785 -

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
2016

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
trade
Operations of that
company brought
profits.
  • 199 -
Description
Item
Amount by
31 Dec
2016

Policy
Major causes of P/L Improvement plans Other future
investment
plans
SINBON
International
Enterprise Co., Ltd.
1,309,185 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
losses.
Continuous
cultivation of local
customers.
SINBON
Electronics Beijing
30,719 Cultivation of and
service for customers
in northern China.
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
Tongan
Electronics
(Beijing)

89,134
Cultivation of and
service for customers
in northern China.
Operations of that
company brought
profits.
SINBON USA LLC. 62,471 Cultivation of
customers in USA.
Operation losses. Continuous
cultivation of local
customers.
Ray Service AVA
Co., Ltd.

27,000
Development products
in aviation industry.

Operation losses and
in beginning stage.
Continuous
cultivation of local
customers.
SINBON
Europe
GmbH

61,743
Cultivation of
customers in EU.
Operation losses and
in beginning stage.
Continuous
cultivation of local
customers.

7.6. Risk items

  • 7.6.1. Impact on profits and losses of interest rate and exchange rate volatility and inflation and future countermeasures:

  • (1) Impact on profits and losses of interest rate volatility and future countermeasures in recent years By the end of 2016, the amount of long-term debts from banks was NT$17,286,000, with interest rate at 0.7%. 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 2016 the recognized losses from exchange were NT$41,390,000. 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

  • 200 -

years

No unfavorable impact was reported in 2016.

  • 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 2016, we did not engage in high-risk, high-leverage investments.

  • (2) In 2016, 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$5,732,732,000. By the end of 2016, the balance of endorsements and guarantees was NT$1,660,398,000.

  • 7.6.3. Future R&D plans and estimated R&D investments In 2016 we invested a total of NT$429,818 thousand for R&D, with 12% higher than previous year. In the future, SINBON actively develop electronic parts and components for the Internet of Thing (IoT), robots, and smart home applications. At the 4th board meeting of 2015, we even passed a joint venture in Ray Service AVA Co., Ltd with Czech Ray Service a. s. company for creating aerospace component products. 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.

  • 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 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

  • 201 -

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.

  • 202 -

8. Special Notes

8.1. Information of affiliates

  • 8.1.1. Consolidated business reports of affiliates

  • (1) Affiliates organization chart

==> picture [433 x 325] intentionally omitted <==

(2) Basic information of affiliates

(2) Basic information o f affiliates
Name Establishment
Date
Paid-in Capital Address Major scope of business or
products
SINBON
Beijing
(Factory)
1993.12.20 US$4.45 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$95.61 million Unit 05, 18/F, Lemmi
Centre, 50 Hoi Yuen
Road, Kwun Tong,
Kowloon,HongKong
Sales of comprehensive
cables, connectors, and
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
2000.10.24 US$47.78 million P.O. Box 3340, ROAD
TOWN, TORTOLA,
BRITISH VIRGIN
General investment
  • 203 -
Name Establishment
Date
Paid-in Capital Address Major scope of business or
products
CompanyLimited ISLAND
SINBON
Jiangyin
(Factory)

2000.12.15
US$31.78 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$2.81 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
Japan
(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
Tongan
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$105 million 3F, No. 582 Kuohwa
Road, Miaoli 360,
Taiwan
Production and sales of
comprehensive electronic
connectors and cables.
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$3 million 4265 Gibson Dr., Tipp
City ,Ohio 45371
Overseas sales center
Ray
Service
AVA
Co., Ltd.

2015.12.28
NT$30 million No. 582 Kuohwa
Road, Miaoli 360,
Taiwan
Production and sales of
comprehensive electronic
connectors and cables.
T-CONN
Precision
Corporation

2002.02.20
NT$10 million 4-3F, No. 79, Xintai 5th
Road,Xiji District,
Sales of connectors and
other electronicparts and
  • 204 -
Name Establishment
Date
Paid-in Capital Address Major scope of business or
products
New Taipei City,
Taiwan
components.
Super Elite Limited 2001.10.01 US$10.13 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$7.10 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
SINBON
Europe
GmbH

2015.9
EUR 1.68 million Passauer Str. 99
84347 Pfarrkirchen
General investment
  • (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

(4) Dire ctors,supervis ors,andpresidents of subsidiar ies
Name Title Name or Representative Shares Held
Shares Percentage
SINBON Beijing
(Factory)
Chairman
Director
Director
President
(concurrent)
Joseph Wang
Xiao-jing Chi
Wei-ming Liang
Chi-chou Chang
(All are representatives of SINBON
Electronics)
US$4.45 million 100.00%
SINBON Hong
Kong (Contact
Office)
Director Joseph Wang, Wei-ming
Liang,Huang-ji Lin, Chi-chou Chang
(All are representatives of SINBON
Electronics)
HK$95.61 million 100.00%
SINBON
Shanghai (Sales
Office)
Chairman
Director
Supervisor
Joseph Wang
Wei-ming Liang, Xiu-sui Lin
Chi-chou Chang
(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$47.78 million 100.00%
SINBON Jiangyin
(Factory)
Chairman
Director
Supervisor
Joseph Wang
Wei-ming Liang, Chi-chou Chang,
Yan-hua Wang, Xin-chun Wu
Wen-sen Huang (All are
representatives of Sinbon
US$31.78 million 100.00%
  • 205 -
Name Title Name or Representative Shares Held
Shares Percentage
International Enterprise Company
Limited)
SINBON
Shenzhen (Sales
Office)
Chairman
Director
Supervisor
Joseph Wang
Wei-ming Liang, Xiu-sui Lin
Chi-chou Chang
(All are representatives of Sinbon
International Enterprise Company
Limited)
US$2.81 million 100.00%
SINBON Japan
(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, Chi-chou Chang
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
Chi-chou Chang, Guo-cai Song
Wen-sen Huang (All are
representatives of Sinbon
International Enterprise Company
Limited)
US$6 million 100.00%
SINBON Tongan
Electronics
Beijing
Chairman
Director
Director
Supervisor
(concurrent)
Joseph Wang
Xiao-jing Chi
Wei-ming Liang, Qi-zhong Cheng
Chi-chou Chang
(All are representatives of SINBON
International Enterprise Company
Limited)
US$3 million 100.00%
DigiO2
International Ltd.
Chairman
Director
Supervisor
Wei-ming Liang
Huang-ji Lin, Jun-xing Liang
Chi-chou Chang
(these four people are all
representatives of Guanze Co.,Ltd.)
10,407,000 shares 98.83%
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$1.4 million 100.00%
Ray Service AVA
Co., Ltd.
Chairman
Director
Wei-ming Liang(Representative of
SINBON Electronics)
Wen-sen Huang (Representative of
SINBON Electronics)
NT$30 million 90.00%
  • 206 -
Name Title Name or Representative Shares Held
Shares Percentage
Director
Supervisor
Petr Gabriel (Representative of Ray
Service a. s.)
Chi-chou Chang
T-CONN
Precision
Corporation
Chairman
Director
Director
Supervisor
Xin-chi Yeh
Joseph Wang
Jun-qiang Wang
Chi-chou Chang (these four people
are all representatives of Super Elite
Ltd)
NT$6.45 million 64.48%
Super Elite
Limited
Chairman
Director
Director
Director
Director
Xin-chi Yeh
Joseph Wang
Chi-chou Chang (these four people
are all representatives of SINBON
Electronics)
Jun-qiang Wang (representative of
Wistron Corporation)
Fu-qian Lin (representative of
Wistron Corporation)
US$6.53 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$4.58 million 64.48%
Super
Progressive
Limited
Chairman Xin-chi Yeh (representative of Super
Elite Ltd)
US$64,480 64.48%
SINBON Europe
GmbH
Chairman Wen-sang Huang(representatives of
SINBON Electronics)
EUR1.68 million 100%

(5) Operational performance of affiliates (2015)

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 68,144,417 1,309,263 66,835,154 0 (6,034,923) 1,099,674 -
SINBON Hong
Kong (Contact
Office) (HKD))
95,606,400 281,166,514 176,128,444 105,038,070 479,891,208 30,678,798 7,793,761 -
SINBON
Shanghai
(Sales Office)
(RMB/CNY)
25,401,762 57,591,726 10,923,601 46,668,125 69,034,768 314,059 264,884 -
Sinbon
International
Enterprise
Company
Limited
(USD)
47,781,715 100,472,547 1,200,000 99,272,547 0 (550,000) 14,252,294 -
SINBON
Jiangyin
(Factory)
(RMB/CNY)
241,032,010 743,497,128 229,729,565 513,767,563 898,575,193 95,842,822 79,588,697 -
  • 207 -
Name Authorized
Capital
Total Assets Total
Liabilities
Net Worth Operating
Revenue
Operating
Income
Current P/L
(after tax)
EPS
(after
tax)
SINBON
Shenzhen
(Sales Office)
(RMB/CNY)
17,924,155 85,992,867 17,354,683 68,638,184 82,788,457 6,649,299 4,415,397 -
SINBON Japan
(Sales Office)
(JPY)
25,000,000 198,509,292 162,750,749 35,758,543 443,849,432 3,297,602 (5,601,317) -
Guanze Co.,
Ltd.
(TWD)
235,600,000 279,330,335 748,168 278,582,167 0
(95,342)
19,733,031 -
SINBON
Tongcheng
(Factory)
(RMB/CNY)
42,826,700 93,056,367 27,484,057 65,572,310 84,000,142 9,151,451 8,173,945 -
SINBON
Tongan
Electronics
Beijing
(RMB/CNY)
18,513,390 262,105,872 77,036,531 185,069,341 471,649,148 95,857,256 73,101,849 -
Sinbon USA
LLC.
(USD)
2,000,000 1,685,875 29,571 1,656,304 831,956 (344,312) (277,753) -
Ray Service
AVA Co., Ltd.
(TWD)
30,000,000 22,942,048 4,771,875 18,170,173 792,950 (14,355,662) (11,832,779) -
T-CONN
Precision
Corporation
(TWD)
10,000,000 246,831,449 236,528,815 10,302,634 506,308,244 2,953,610 3,927,982 -
Super Elite
Limited
(USD)
10,127,247
2,948,655
740 2,947,915 0
(4,449)
443,159 -
T-CONN
Precision
(Zhongshan)
Corporation
(RMB/CNY)
54,268,753 41,288,355 45,748,472 (4,460,117) 75,664,398 3,301,476 2,745,717 -
Super
Progressive
Limited
(USD)
100,000 4,638,436 2,638,101 2,000,335 8,763,274 (50,063) (50,098) -
DigiO2
International
Ltd.
(TWD)
105,000,000
6,437,725
6,480,328 (42,603)
2,369,588
(12,016,841) (16,170,544) -
Worldwide
Wire
Harnesses Co.,
Ltd.
(USD)
150,000 434,281 65 434,216 0 0 1,550 -
SINBON
Technologies
Tennessee Co.,
139,980 1,320,638 1,137,605 183,033 1,836,070 40,626 1,511 -
  • 208 -
Name Authorized
Capital
Total Assets Total
Liabilities
Net Worth Operating
Revenue
Operating
Income
Current P/L
(after tax)
EPS
(after
tax)
LLC.
(USD)
SINBON
Europe GmbH
(EUR)
1,683,773 1,683,361 0 1,683,361 0 (413) (412) -

8.1.2. Consolidated financial statement of subsidiaries

Statement of Compliance

Our consolidated financial statement for 2016 (period:January 1, 2016 to December 31, 2016), 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: March 9, 2017

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.

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9. 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.

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