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SINBON Electronics Annual Report 2019

Jun 6, 2019

52256_rns_2019-06-06_314f260b-2f26-46da-aa6f-077aab9f6eb4.pdf

Annual Report

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Taiwan Stock Exchange Code: 3023

==> picture [129 x 27] intentionally omitted <==

SINBON Electronics Co., Ltd.

Annual Report 2018

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 the Chinese version, the Chinese version shall prevail.

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

Printed on April 30, 2019

  1. Spokesperson and acting spokesperson

(1) Spokesperson Name: Matthew Chang Title: Director Phone: (02) 2698-9999 E-mail: [email protected]

  • (2) Acting spokesperson

Name: Anthea Yu Title: Section manager 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: Tzu-Ping Huang and Hong-Kuang Lin 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 2018 2
1.2. Summary of Business Plan in 2019 2
1.3. Effect of External Competitions, Legislation, and the Overall Business 3
Environment
1.4. Future Development Strategy 4
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 18
Year
3.4. Corporate Governance 22
3.5. Accountant Service Fees 39
3.6. CPA Change Information 40
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. 41
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. 41
3.9. Information of Top Ten Shareholders Who Are Interested Parties,
Spouse, Relatives within Second Degree 43
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 44
4. Fundraising
4.1. Capital and Shares 45
4.2. Corporate Bonds 51
4.3. Issue of Preferred Shares 52
4.4. Issue of GDR 52
4.5. Issue of Certificates of Employee Stock Subscription 52
4.6. Issue of Employee Restricted Shares 52
4.7. Acquisition (including mergers, buyouts, and spin-offs) 52
4.8. Items to be Disclosed in Capital Utilization Plans 52
5. Operational Highlights
5.1. Business Activities 53
5.2. Market and Production-Sales 66
5.3. Number, Average Service Length, Average Age, and Education
Distribution of Employees in Last Two Years and by Report Publishing
Date 69
5.4. Environmental Expenses 69
5.5. Labour-Management Relations 70
5.6. Material Contracts 71
6. Financial Highlights
6.1. Condensed Balance Sheet, Integrated Income Statement, CPA Name 73
and Comments
6.2. Financial Analysis of the Last Five Years 77
6.3. Supervisor or Auditor Audit Report of Financial Statements in the Last
Year 79
6.4. Financial Statements in the Last Year (including CPA audit reports, a
cross-reference of balance sheets of two years, integrated income
statements, equipment change list, case flows list, and remarks or
tables) 80
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 208
7. Review and Analysis of Financial Situation and Financial Performance and Risk
Items
7.1. Financial Situation 209
7.2. Financial Performance 209
7.3. Cash Flows 210
7.4. Impact of Major Capital Expenses on Finance in Recent Years 210
7.5. Re-investment Policies and Major Causes of Profits or Losses in Recent
Years, Improvement Plans, and Investment Plans in the Coming Year 211
7.6. Risk Items 211
7.7. Other Major Items 213
8. Special Notes
8.1. Information of affiliates 214
8.2. Private placement of securities in the last year and by the report
publishing date 223
8.3. Holding or settling corporate stocks in the last year and by the report
publishing date 223
8.4. Other supplementations 223
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 223

1. Letter to Shareholders

1.1. Business Performance in 2018

1.1.1. Performance of business plan 2018

The business performance of SINBON Electronics in 2018 was as follows: consolidated revenue came in at NT$15,645,253 thousand, 20% up from 2017; consolidated gross profit rate was 25%, as remain constant with 2017; consolidated net profit after tax at NT$1,371,529 thousand, less the non-controlling interest (the interest of other shareholders of re-invested enterprises with non-controlling ownership) was -NT$41,948 thousand, the sum was NT$1,413,477 thousand, 15% up 2017; and consolidated EPS after tax was NT$6.26, NT$0.82 up from 2017.

1.1.2. Budget execution

Compared to the business plan of 2018, the revenue completion rate was 99.19%; the gross profit completion rate was 99.59%; the operating income completion rate was 91.26%; net profit after tax completion rate was 104.47%. The actual number is broadly in line with the Budget.

1.1.3. Revenue and profitability analysis

Revenue andprofitabilityanalysis
Item 2017 2018
Cash from operatingactivities(NT$1,000) 772,322
343,590
Cash from(used in)investingactivities(NT$1,000) (338,220) (134,716)
Cash used in financingactivities(NT$1,000) (337,268) (635,743)
Return on assets(%) 10.58
10.53
Return on equity (%) 20.27
20.95
Profit Before Tax to Capital Stock(%) 71.85
84.70
Profit Margin(%) 9.39
8.77
EPS(NT$) 5.44
6.26
  • The cash provided by operating activities was 56% less than in 2017 because account receivable and inventories were increased in 2018, thus decreasing cash generated from operations.

  • The cash flows provided by investing activities in 2018 were inflow because of an increase in the disposal of financial assets.

  • Cash outflows in financing activities were increased by 88% in 2018 because paid cash dividends in 2018 and issued a convertible bond in 2017.

  • 1 -

1.1.4. Research and development

Year Results of R&D
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 the DVT stage.
3. Finished development EV charger、charging gun and AC
charging pile.
2017~2018 1. Wisdom medicine cabinet control lines, and adjustable
window light control lines.
2. Robotic arm control lines, electronic fireplace, and smart
grid assembly.
2018~Now 1. The sensor in wearable airbag hip protector and smart
water heater.
2. AIOT (Artificial Intelligence of Things) and IoT application
system.

In 2018 we invested a total of NT$582,938 thousand for R&D, with 25% higher than the previous year. In the future, SINBON actively develops electronic parts and components for the Internet of Thing (IoT), automated Storage, robots, and smart home applications. We will spend at least NT$300 million each year or over 3% of revenue on R&D in the future.

1.2. Summary of Business Plan in 2019

  • 1.2.1. The business policy of 2019

  • (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.

Provision of one-stop-service for total solutions: Apart from actively developing

  • 2 -

new products and providing total solutions, through organizational reform and IT system integration, we aim to integrate the resources of all re-invested enterprises to maximize their efficiency.

  • 1.2.2. Major production-marketing policies:

  • (1) Strategic alliance and acquisition

    • To deal with rapid industrial changes and achieve quick expansion through strategic alliances and acquisitions.
  • (2) Continual performance improvement Establish a full-functional performance assessment department for the organization to directly supervise the operating performance of all business units within the organization.

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

  • (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. 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 in these years, our profits also grow continuously. SINBON has established 6 production sites around the world. To cope with the impact of the China-US trade war, it also expanded production investments in the United States and Europe, in addition to the expansion of the new plant in Miaoli in 2018. The US factory integrates the core technologies in customized production to cope with the local trends. European

  • 3 -

locations are focusing on developing the business scope and a new factory in Hungary and a UK branch are established to take up more of the European market share.

1.4. Future Development Strategy

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

  • 1.4.2. 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.

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

SINBON will continue to commit to good corporate governance, sustainability, and good returns to our shareholders. SINBON thank you for your trust and commitment to us and look forward to a long and profitable future together.

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.

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 US$ 273,186.64, and increase investment to 4 million Euro (upper limit) to SINBON Elcotronic.

  • Jun. 2017 The board resolved total NT$200 million to invest Chending Venture Capital Co., Ltd.

  • Mar. 2018 The board resolved that acquisition 10% shares of Ray Service AVA Co., Ltd., capital reduction and then increase of Ray Service AVA Co., Ltd, disposal shares of SINBON Japan, and capital increase US$ 8 million to SINBON Tongcheng.

  • Apr. 2018 The board resolved that subsidiary company T-CONN Precision Corporation increases capital by surplus NT$14.4 million and SINBON Jiangyin increases capital by surplus US$6 million.

  • July. 2018 The board approving set up a new branch in the UK, SINBON ELECTRONICS CO., LTD UK BRANCH, approving the subsidiary company, Enmagic Jiangsu Energy Co., Ltd. set up the new subsidiary company, Enmagic Kunshan Energy Technology Co., Ltd., approving the project of the subsidiary company Beijing SINBON Tongan change the company type, approving the Investment structure change of the subsidiary company between Beijing SINBON Tongan and Beijing SINBON

  • Oct. 2018 The board approving the capital increase for the subsidiary company, T-conn Precision Co., Ltd. and the subsidiary company, Beijing SINBON Tongan’s Retained Earnings transferred to Capital.

  • Nov. 2018 The board approving adjustment of the company's investment structure in Europe, approving dispose of Japan SINBON Electronics Co., Ltd. Shares, approving investment of the private placement of common shares of Nextronics Engineering Corp., approving surplus USD$1.1million to a capital increase for the subsidiary company, SINBON USA

  • 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 14, 2019, the board resolved that the distribution of cash dividends at NT$4.50/share. The proposal will be submitted to the shareholders’ meeting for recognition on June 6, 2019.

  • 5 -

3. Corporate Governance

3.1. Organization

3.1.1. The organizational structure of SINBON

==> picture [407 x 339] intentionally omitted <==

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

Shareholders’ Meeting
Audit Committee
Board of Directors
Remuneration
Auditing
Committee
Office
Chairman &
Business Decision
CEO
Making Team
CEO Vice Chairman President
Finance Legal Operation
Management Business
Human Resource
Strategy
Global Sales
Marketing
Management
Operation Information Development
Performance System Management
Management Service
Site
Administration
----- End of picture text -----

3.1.2. Functions and duties of major departments

Department and Supervisor Functions and Duties
Business Decision-Making Team
Joseph Wang(Chairman & CEO), Xin-Chi
Yeh(Vice Chairman), Wei-Ming
Liang(President), Wen-Sen Huang(VP),
Chen-Xing Chen(VP), Jun-Yu Chen(VP),
Chi-Chou Chang(Director),
(1) Implement the instructions and material management issues from
BOD.
(2) Proposal for group business objectives and strategic directions.
(3) Proposal of group major cooperation and investment cases, capital
expenditures, dividend policy.
(4) Proposal of internal control, audit-related, risk management
issues.
(5) Proposal of conflicts of interest, major employee complaints, fraud
cases.
(6) Proposal for appointment of important personnel.
(7) Responsibility for performing corporate social responsibility and
maintainingcorporate culture.
Chairman & CEO
Joseph Wang
(1) Promote various policies and implement assignments assigned by
the board and be accountable for the organization’s business
performance.
(2) Concurrent management of finance, strategy & marketing, and
performance evaluation functions.
  • 6 -
Department and Supervisor Functions and Duties
Vice Chairman
Xin-Chi Yeh
In charge of group HR, administration, MIS, and legal functions.
President
Wei-MingLiang
In charge of product manufacture, sales, and R&D functions.
Auditing Office
Hui-Jun Li (Associate Manager) (5 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.
Finance Management
Chi-Chou Chang (Director)
(1) Take charge of accounting and cashier affairs.
(2) Provide relevant units and higher management with relevant
financial management information for the reference for 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.
Strategy Marketing
Li-Li Huang (Director)
(1) Industry research and analysis.
(2) Assess and research new business and products.
(3) Make overall marketingstrategies.
Operation Performance Management
Pei-LingHuang (Director)
In charge of group operation performance evaluation issues.
Legal
Yun-Ru Huang (Director)
(1) Plan and handle legal affairs.
(2) Manage andprotect intellectualproperty.
Human Resource
Cheng-Ling Li (Director)
(1) Make and implement human resources planning.
(2) The survey, plan and implement organizational training needs.
(3) Implement wage management.
Management Information System
Yang Yu Wu (Senior Manager)
(1) Install, maintain, and manage IT equipment (hardware and
software).
(2) Promote computerization within the organization.
(3) Provide IT management reports for individual departments.
Group Site Administration
Kui-Zhen Feng (Associate Director)
In charge of group administration function.
Operation Business
Wei-Ming Liang (Concurrently taking up by
President)

In charge of domestic sales activities.
Global Sales Group
Wen-Sen Huang (VP)
In charge of global sales activities.
DMIS Management
Wei-Ming Liang (Concurrently taking up by
President)

Administration of the Group’s R&D, manufacturing, and logistics
activities.
  • 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 on Directors and Supervisors (I)

Information on Directors and Supervisors (I) Information on Directors and Supervisors (I) Information on Directors and Supervisors (I) Information on Directors and Supervisors (I) Information on Directors and Supervisors (I) Information on Directors and Supervisors (I) Information on Directors and Supervisors (I) Information on Directors and Supervisors (I)
(April 08,2019)
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 08, 2018 3 Dec 6,
1989
4,508,062 2.00%
7,508,062
3.28%
2,131,236
0.93%
0
0% EMBA, Fudan
University.
BA in Mathematics,
Tamkang University.
Sales Management,
AMP of USA.
Sales Manager,
Kanagawa of Japan
4 Director Wei-Chun
Wang

Father
and
son
Director ROC Xin-Chi Yeh M Jun 08, 2018 3 Nov 4,
1997
1,707,373 0.76%
1,707,373
0.75%
500,000
0.22%
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 08, 2018 3 May 16,
1998
3,806,421 1.69%
3,806,421
1.66%
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 08, 2018 3 May 6,
2005
1,015,523 0.45%
1,015,523
0.44%
0
0% 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 08, 2018 3 May 6,
2005
4,130,572
1.83%

4,130,572
1.80%
1,159,158
(Shares held
by Wei-Chun
Wang)
0.51% 628,812
(Shares
held by
Wang’s
wife and
children)
0.12% Chengchi University
MBA
Manager, Top Taiwan
Investment &
Development
Chairman,
Tai-Yi
Investment.
Manager, Top
Taiwan
Investment &
Development
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
Director ROC Kuo-Hong
Wang, rep
of
Kuo-Shian
Investment
Co., Ltd.
M Jun 08, 2018 3 Jun 11,
2015
2,415,539 1.07%
2,415,539
1.05%
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
Independent
director
ROC Chi-Lin Wei M Jun 08, 2018 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
(Note 9)
F Jun 08, 2018 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
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
Director, DBS
Taiwan Bank
Independent
director
ROC Zheng-Yan
Chang
M Jun 08, 2018 3 Jun 08,
2018
0 0%
0
0% 0 0% 0 0% Clinical researcher of
Paris Descartes
University.
National Defense
Medical Center.
Supervisor of
Radiologicl Society of
North America.
Director of Radiology
Department, Taipei
Veterans General
Hospital
Chief
Consultant,
Tzu Chi
Medical
Imaging
Department
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 IV Venture Capital (representative of the Company), chairman of Top Taiwan III Venture Capital (representative of the Company), director of Top Taiwan II Venture Capital (representative of the Company), director of Top Taiwan VII Venture Capital (representative of the Company), director of Top Taiwan Venture Capital (representative of the Company), director of Chending Venture Capital (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), chairman of Super Progressive 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 III 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), 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 Radbon Avionics Inc., chairman of Jiangsu Yingmai Energy Technology Co., Ltd. (representative of the Company) , chairman of Kunshan Yingmai Energy Technology Co., Ltd. (representative of the Company).

  • 8Chairman of Top Taiwan VI Venture Investment, independent director of Inventec Besta, independent director of Formosa Plastics, director of AcBel Polytech Inc., director of ELAN Microelectronics, and chairman of Waterland Financial Holdings, supervisor of Radium Life Tech Company, supervisor of Aces Electronics, director of Nuvoton Technology Corporation, director of Taiwan Secom Co. , Ltd.

  • 9Resigned on January 10, 2019.

  • 10 -

Table 1: Major Shareholder of the Company

Table 1: Major Shareholder of the Company
(April 08,2019)
Name of The Company1 Major Shareholders of the Company2
Argosy Research Inc. Guanze Co., Ltd. (17.81%), Cao-Liang Wang (7.01%), SINBON Electronics (3.59%), Shu-Zhen
Chen (3.26%), Taiwan Business Bank custody account entrusted by Capital OTC (2.19%),、
Doublewin Co., Ltd. (2.11%), Yi-Ben Yuan (1.96%), Sheng-wen Wang (1.64%), HSBC
(Taiwan) Commercial Bank Co., Ltd. custody account entrusted by Morgan Stanley
International Co., Ltd.(1.38%), Yue-Ning Wang (1.19%).
Tai-Yi Investment Co., Ltd. Zhen-Chun Wang (29.42%), Wei-Chun Wang (29.39%), Xin-Chi Yeh(8.80%), Wei-Ming
Liang(8.19%), Jun-Qiang Wang(8.00%), Chao-Yeh Wang(6.65%), Mu-Xiao Liu(4.72%),
Huang-Ji Lin (1.92%), Chi-Chou Chang (1.78%), Pei-Wen Hu(0.57%), Shu-Hui, Cheng
(0.19%), Si-Yu Huang (0.19%), Li-Li Huang (0.09%)and Kui-Zhen Feng (0.09%)
Kuo-Shian Investment Co., Ltd. Kuo-Hong Wang(33.33%), Xing-hui Liu(33.33%), Xiang Wang(33.33%)

1Directors and supervisors who are representatives of the companies must fill in the name of the companies 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 company, continue with Table 2.

  • 11 -

Table 2: Major Shareholders of Major the Company in Table 1

Table 2: Major Shareholders of Major the Company in Table 1
(April 08,2019)
Name of the Company in Table 11 Major Shareholders of the Company2
Guanze Co., Ltd. SINBON Electronics (100%)
SINBON Electronics Co., Ltd. Fubon Life Insurance Co., Ltd. (5.89%), US JP Morgan Chase Bank Taipei Branch entrusted
custody of T. Luo Pai Si International Exploration Fund Investment Account (3.71%), Joseph
Wang (3.28%), Deutsche Bank Deutsche Bank Taipei Branch entrusted with the Brei Global
Fund - Berri Asia Japan Excluding Small Companies Equity Funds (2.89%), US JP Morgan
Chase Bank Taipei Branch entrusted custody of Columbia Aiken Trust belong to Columbia
Aiken international Fund Investment Account (2.51%)、HSBC Managed HSBCGIF Asia Small
Business Except Japan (2.14%), American Merchants Morgan Chase Bank Taipei Branch
Entrusted with the Investment Account of the Scottish Orient Small Business Trust Company
(1.88%), HSBC Trustee First Domain Investment Company - First Land Greater China Growth
Fund Investment Account (1.82%), Tai-Yi Investment Co., Ltd. (1.8%), Argosy Research
(1.66%).
Taiwan Business Bank custody account
entrusted by Capital OTC
N/A
HSBC (Taiwan) Commercial Bank Co., Ltd.
custody account entrusted by Morgan
Stanley International Co., Ltd.
N/A
Doublewin Co., Ltd. Hsiu-Shih Chen (100%)

1Table 1: Fill in the corporation name for the company.

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

  • 12 -
Information of Directors and Supervisors(II) Information of Directors and Supervisors(II) Information of Directors and Supervisors(II) Information of Directors and Supervisors(II) Information of Directors and Supervisors(II) Information of Directors and Supervisors(II) Information of Directors and Supervisors(II) Information of Directors and Supervisors(II) Information of Directors and Supervisors(II) Information of Directors and Supervisors(II) Information of Directors and Supervisors(II) Information of Directors and Supervisors(II) Information of Directors and Supervisors(II) Information of Directors and Supervisors(II)
Requirements
Name1

Do independent directors have over 5 years of
relevant experience and the following professional
qualifications?
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 0
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
(Note 3)
Yes No Yes 3
Zheng-Yan Chang Yes Yes Yes 0
Kuo-Hong Wang,
rep of Kuo-Shian
Investment Co.,
Ltd.
No No Yes 0
  • 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.

  • 3Resigned on January 10, 2019.

  • 13 -

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

(April 08,2019) (April 08,2019) (April 08,2019)
Title1 Nationality Name Inaugural
(elected)
Date
Shares Held Shares Currently
Held by Spouse/
Minor Children
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.
Shares % Shares % Shares % Title Name Relations
hip
President ROC Wei-Ming
Liang
Jan 5, 1998 1,051,523
0.45%

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 Zhen-Xing
Chen
(Note 7)
Aug 1, 2014 0
0.00%

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
Huang
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.
4 N/A N/A N/A
Vice
President
ROC Jun-Yu Chen Apr 20, 2018
57,712

0.03%

0

0%

0

0%

LLM, Law School, Fudan University.
HR and Sales Manager, Tsankuen Shanghai.
Director, Administration Division, Want
Want Holdings Limited
In charge of SINBON
USA LLC
Director of SINBON
C&C (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 Jia-Zhi Hsu Nov 1, 2000 26,166
0.01%

457

0%

0

0%

BS in Industrial Engineering and
Management, National United University
Sales Manager,Rui Zun Electronics.
N/A N/A N/A N/A
Director ROC Li-Li Huang Apr 21, 1997
930

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
  • 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
Financial/
Accounting
Officer
ROC Chi-Chou
Chang
Oct 1, 2000 225,389
0.10%

264,124

0.12%

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
6 N/A N/A N/A
Director ROC Cheng-Ling Li Sep 1, 2014 4,671
0.00%

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
Director ROC Xiu-Sui Lin Sep 1, 2014 30,403
0.01%

0

0%

0

0%
Ging Chung Business College Director of SZ SINBON
(representative of the
Company)
Director of SINBON
Shanghai
(representative of the
Company)
N/A N/A N/A
Director ROC Yun-Ru Huang Sep 1, 2014 0
0.00%

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
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
Director ROC Hao-Min Hsu Oct 1, 2014 78
0.00%

0

0%

0

0%

Department of Shipping and Transportation
Management, National Taiwan Ocean
University.
Longwell Company
FedEx Taiwan
N/A N/A N/A N/A
Director ROC Pei-Ling Huang
(Note 9)
July 3, 2017 0
0.00%

0

0%

0

0%

8
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
Director ROC Jin-Zong Huang Sep 01, 2018
0

0.00%

0

0%

0

0%

Chief Operating Officer ofGolden Bridge
Electech Inc.
N/A N/A N/A N/A
Ass. Director ROC Jin-Ze Zheng Sep 1, 2014 0
0.00%

0

0%

0

0%
BA in Political Science, Soochow University.
VP,KeyMouse Electronic
N/A 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 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 Jia-Qing Lin Apr 18, 2016
9,202

0.00%

0

0%

0

0%
Electronic Engineering, China University of
Science and Technology
N/A N/A N/A N/A
Ass. Director ROC Ya-Hui Guo Apr 18, 2016
0

0.00%

0

0%

0

0%

National Taiwan University of Science and
Technology / Department of Business
Administration
N/A N/A N/A N/A
Ass. Director ROC Kui-Zhen Feng Apr 09, 2018
0

0.00%

4,000

0%

0

0%

Department of Slavic Languages and
Literatures, National Chengchi University
Operations manager of Holistic Music
Culture Enterprise Co., Ltd.
Administration Supervisor. of Ju Culture
Enterprise Co.,Ltd.
N/A N/A N/A N/A
Ass. Director ROC Pin-Jen Chen Apr 09, 2018
7,000

0.00%

0

0%

0

0%

Dept. of Sport Management, Aletheia
University
Sales Supervisor of T-CONN Precision
Corporation
N/A N/A N/A N/A
Ass. Director ROC Chien-Ming
Huang
Apr 09, 2018
0

0.00%

0

0%

0

0%
Department of Electronic Engineering,
Fu-Hsin Trade & Arts School
N/A N/A N/A N/A
Ass. Director ROC Hsing-Hsiu Kuo Apr 10, 2018
6,262

0.00%

100

0%

0

0%

Master degree, Department of Applied
Foreign Languages,National Yunlin
Universityof Science and Technology
N/A N/A N/A N/A
Ass. Director ROC Kuo-Hung
Chen
Oct 29, 2018
0

0.00%

0

0%

0

0%

Department of Mechanical Engineering,
National Taiwan University of Science and
Technology
Ass. Director of Consumer Products
Division,Lorom Industrial Co. Ltd.
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.

  • 16 -

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), 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 Radbon Avionics Inc., and chairman of Enmagic Kunshan Energy Technology Co., Ltd. (representative of the Company)..

4 Director of SINBON Europe GmbH(representative of the Company), Director 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), Director of Radbon Avionics Inc.

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), 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 Radbon Avionics Inc.

6Supervisor of Guanze, Supervisor of T-CONN Precision, Director of Super Elite Limited (representative of the Company), Director of T-CONN Precision Zhongshan (representative of the Company), and Director of Enmagic Jiangsu Energy Co., Ltd (representative of the Company).

7Retirement on Feb. 28, 2019.

8EMBA of Fudan University, Master of Tourism and Exhibition Management in Rochester Institute of Technology, Bachelor of Health and Nutrition in Taipei Medical University, Secretary General in Taipei City Journal Trade Association, Specialist to Chairman in Sinyi Realty Inc., Specialist to Chairman in flysheet.com, CEO in Taiwan International Federation of Associations of information integration.

9 Resigned on May 31, 2019.

  • 17 -

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

3.3.1. Directors (including independent directors)

3.3.1. Directors 3.3.1. Directors (including independent directors) (including independent directors) (including independent directors) (including independent directors) (including independent directors) (including independent directors) (including independent directors) (including independent directors) (including independent directors) (including independent directors)
(December 31,2018; Expressed in Thousands of NTD)
Title Name Remuneration paid to directors The proportion
of the sum of
items A-D in net
profit after tax10
Compensation earned by directors holding concurrent posts at
SINBON or affiliates
The 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 - - - - 14,050 14,050 2,747 2,747 1.18 1.18 2,334 2,871 - - 4,018 - 4,018 - 1.63 1.67 -
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.
Director Kuo-Hong
Wang, rep of
Kuo-Shian
Investment
Co.,Ltd.
Independent
Director
Chi-Lin Wei
Independent
Director
Shi-Kuan
Chen
Independent
Director
Zheng-Yan
Chang
* 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.
  • 18 -

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, Zheng-Yan
Chang

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, Zheng-Yan
Chang
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 16,797,000 16,797,000 23,149,000 23,686,000
  • 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 the 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 the 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 the 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.

  • 19 -

3.3.2. Remunerations Paid to President and Vice Presidents

(December 31,2018;Expressed in Thousands of NTD) (December 31,2018;Expressed in Thousands of NTD) (December 31,2018;Expressed in Thousands of NTD) (December 31,2018;Expressed in Thousands of NTD) (December 31,2018;Expressed in Thousands of NTD) (December 31,2018;Expressed in Thousands of NTD) (December 31,2018;Expressed in Thousands of NTD)
Title Name Base
Compensation
(A)2
Severance
Pay and
Pensions
(B)
Bonuses,
Special
Disbursement,
etc. (C)3
Employee Profit Sharing (D)4 The 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
6,073 8,608 - - 2,967 2,967 1,400 - 1,400 - 0.74 0.92 -
Vice
President
Zhen-Xing
Chen
(Note 1)
Wen-Sen
Huang
Jun-Yu Chen
Li-Hua Chang
(Note 2)

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

1Retirement on Feb. 28, 2019.

2Li-Hua Chang quitted since Feb. 12, 2018.

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 Li-Hua Chang Li-Hua Chang
2,000,000 (incl.)-5,000,000 (excl.) Wei-Ming Liang; Zhen-Xing
Chen; Wen-Sen Huang;
Jun-Yu Chen
Wei-Ming Liang; Zhen-Xing
Chen; Wen-Sen Huang; Jun-Yu
Chen
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 10,440,000 12,975,000

1The 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.

2Fill in the base compensation, allowances, and severance pay of presidents and vice presidents in the last year.

3This 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

  • 20 -

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 of compensation paid to presidents and vice presidents from non-consolidated affiliates.

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

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

*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, 2018; Expressed in Thousands of NTD)

Title1 Name1 Amount of Profit
Sharing in Stock

Amount of Profit
Sharing in Cash

Total
The proportion of
Net Profit after Tax
(%)
Executives President Wei-MingLiang - 2,750 2,750 0.20
Vice President Wen-Sen Huang
Vice President Jun-Yu Chen
Director PingLi
Director Jia-Zhi Hsu
Director Li-Li Huang
Director Jun-QiangWang
Director Cheng-LingLi
Director Xiu-Sui Lin
Director Yun-Ru Huang
Director Xin-Chun Wu
Director Jin-ZongHuang
Director Pei-LingHuang 5
Ass. Director Hao-Min Hsu
Ass. Director Jin-Ze Zheng
Ass. Director Bing-Chen Song
Ass. Director Kong-De Yang
Ass. Director Min-ZhengLin
Ass. Director Jia-QingLin
Ass. Director Ya-Hui Guo
Ass. Director Kui-Zhen Feng
Ass. Director Pin-Jen Chen
Ass. Director Chien-MingHuang
Ass. Director Hsing-Hsiu Kuo
Ass. Director Kuo-HungChen
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.

  • 5 Resigned on May 31, 2019.

  • 21 -

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

(December 31,2018) (December 31,2018) (December 31,2018) (December 31,2018)
Item Theproportion of Total Remuneration Amount in Net Profit after Tax(%)
2018 2017
SINBON All Consolidated
Entities
SINBON All Consolidated
Entities
Directors 1.64 1.68 1.97 2.31
President and Vice Presidents 0.74 0.92 0.94 0.99
Note: Although the amount of remunerations in 2018 was lower than in 2017, 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 travelling 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 the 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 proposes 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 2018 and April 2019, 7 (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 7 0 100% -
Director Wei-Ming Liang 7 0 100% -
Director Xin-Chi Yeh 7 0 100% -
Director Cao-Liang Wang, rep.
of Argosy Research
Inc.
6 1 85.71% -
Director Wei-Chun Wang, rep.
of Tai-Yi Investment
Co.,Ltd.
7 0 100% -
Director Kuo-Hong Wang, rep.
of Kuo-Shian
Investment Co.,Ltd.
6 1 85.71% -
Independent
Director
Chi-lin Wei 6 1 85.71% -
Independent
Director
Shi-Kuan Chen 5 0 100% Resigned
on January
10,2019.
Independent
Director
Zheng-Yan Chang 6 1 85.71% -
  • 22 -

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 a dissenting opinion or qualified opinion expressed by independent directors and recorded in the minutes or in writing.

independent directors and recorded in the minutes or in writing.
Date
June 08
June 19
July 27
Oct. 25
Nov. 26
Mar. 14 Apr. 19
Name
2018
2018
2018
2018
2018
2019 2019
No
No
Delegate to
No
No
No No
Chi-Lin Wei
objections
objections
attend
objections
objections
objections objections
Shi-Kuan
No
No
No
No
No
- -
Chen
objections
objections
objections
objections
objections
Zheng-Yan
No
No
No
No
No
No Delegate to
Chang
objections
objections
objections
objections
objections
objections attend
(2) For the recusal of proposals by directors for conflicts of interest, the name of directors, proposal
content, the reason for recusal, and voting status must be specified:
7thmeeting of BOD in 2018, the independent director, Shi-Kuan Chen, avoided being involved in
discussions and resolutions because she is also an independent director in DBS Taiwan bank when
the board discussed renew the line of credit from DBS Taiwan. It resolved by the other directors of
the board and had no objections.
(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 2, 2019 and the results have been published on the website: https://www.sinbon.com/en/corporate-governance, the rating was 100%.

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.

  • 23 -

  • 3.4.2. Audit Committee Operation or Supervisor Participation in Board Operation: SINBON adopted the supervisor system without establishing an audit committee. Between June 2018 and April 2019, 5 (A) board meetings were held, and supervisor attendances are as follows:

Title Name Actual Attendance (B) Actual Attendance Rate (%)
(B/A) (Notes)
Remarks
Independent
Director
Chi-Lin Wei 5 100% -
Independent
Director
Shi-Kuan Chen 3 100% Resigned on
January 10,
2019.
Independent
Director
Zheng-Yan Chang 4 80% -
Annotations
(1) Formation and duty of supervisors (the committee is composed of all independent directors)
a. Internal control systems and including related policies and procedures;
b. Assessment of the effectiveness of the internal control system;
c.
Correction procedure of acquire or dispose of assets、derivatives transactions、material lending
funds, endorsements or guarantees;
d. Related-party transactions and potential conflicts of interests involving executive officers and
directors;
e. Material asset or derivatives transactions;
f.
Material lending funds, endorsements or guarantees;
g.
Offering or issuance of any equity-type securities;
h. Hiring or dismissal of an attesting CPA, or the compensation given thereto;
i.
Appointment or discharge of financial, accounting, or internal auditing officers;
j.
Financial reports;
k.
Other material issues imposed by other companies or authorities.
(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 a questionnaire to supervisors to implement two-way communication with supervisors. Since
the 3rdmeeting of the board in 2016, CPA attended the meeting of the board quarterly to
communicate with supervisors and chief auditor face to face. Our website also disclosure the
communication status athttps://www.sinbon.com/en/corporate-governance.
(3) If supervisors express an opinion at a board meeting, specify the date and term of the board meeting,
theproposal content,board resolutions,and the handlingof opinion expressed bysupervisors:
Date
Name
July 26 2018
Oct. 25 2018
Nov. 26 2018
Mar. 14 2019
Apr. 19 2019
Chi-Lin Wei
No objections
No objections
No objections
No objections
No objections
Shi-Kuan Chen
No objections
No objections
No objections
-
-
Zheng-Yan Chang
No objections
No objections
No objections
No objections
Delegate to
attend

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 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.

  • 24 -

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 trading on undisclosed
information?




(1) The company has a "Measures to Report Cases of Illegal
and Unethical or Indecent Assassin Acts" and has
established
a
"Stakeholder
Area"
webpage
and
spokesperson system in accordance with the regulations to
handle related matters. Please visit our website:
https://www.sinbon.com/tw/csr/stakeholder-contact
(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 article 8 is prohibiting insider
trading on undisclosed information.












No
No
No
No
3.
Formation and responsibility of the
board of directors:
(1) Does the Company establish
and
implement
diversified
policies with reference to board
formation?
(2) After establishing the wage and
compensation committee and
audit committee by the law,
does the Company voluntarily
establish
other
functional
committees?
(3) Does the Company establish
board performance evaluation
regulations and methods to
evaluate board performance
every year?














(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 chairman with board authorization. The
status of the implement: (1) Diversify background: 3
directors of the board are executive director, 3 of them are
business administrator, 2 of them are economics professor,
1 CPA, and 1 industry analysis. (2) 1 of the independent
director is female and continuously to find suitable female
directors. (3) Ages: 2 of the board members is older 70, 3
between 60 and 70, 2 between 50 and 60, and 1 below 50.
(2) The Company established “General Management
Team” at 1stBOD meeting in 2018. Please find the rules of
procedure on our website.
(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. 2, 2019 on
the Company’s website. The Company will do the
evaluation once a year via questionnaires then report to
the board.













No.
No.
No.
  • 25 -
Assessment Item Status of Implementation1 Non-compliance
with the BPP and
reasons
Yes No. Performance Summary
(4) Does the Company assess the
independence of its CPAs?
(4) The Company assesses the independence 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. 14, 2019. The Company
assesses the independence 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 independence
issued by CPAs. So far, no incident or event affecting CPA
independencyhas been detected.










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 Finance Department to be the
corporate governance unit and deputy spokesperson is
responsible for corporate governance related matters.


No.
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 theyconcern about?
The Company has established a “Stakeholders Section” on the
website and implemented the spokesperson system to handle
relevant affairs. The implement results had reported to 7thBOD
meeting in 2018 and published on our website:
https://www.sinbon.com/en/csr/stakeholder-contact
No.
6.
Does the Company assign
professional registers to handle
shareholder meetingaffairs?
The Company has assigned the Register Department of Taishin
International Bank as our register.
No.
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 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
The Company has always been concerned about the rights and
benefits of customers,suppliers,shareholders,and employees.


No.
  • 26 -
Assessment Item Status of Implementation1 Status of Implementation1 Status of Implementation1 Non-compliance
with the BPP and
reasons
Yes No. Performance Summary
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)?
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 the 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. Pease refer to the
Company’s CSR report toget more information.



















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 the last corporate governance evaluation for the Company is top 6% ~ 20%. The Company had done some works on
the improvement of the quality of the board of directors' decision making, for example, to hold at least 2 remuneration committee
meetings in 1 year and at least 2 times attendance of each member; improving information transparency: issued material
information bilingually; implement corporate social responsibility: The Company had assigned Performance
Evaluation Department to be the corporate governance unit and deputy spokesperson is responsible for corporate
governance-related matters and the results had reported to 7thBOD meeting in 2018 and published on our website. In 2018,
SINBON establish audit committee, at least 2 independent directors on duty less 9 years term, at least 2 remuneration committee
members are independent directors, to hold at least 6 BOD meetings, and amendment the articles of incorporation and disclosure
specific dividendpolicy.

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.

  • 27 -

3.4.4. Disclosure of the information, responsibility, and operation of the

Remuneration Committee, if any.

(1) Members of the remuneration committee

Status1 Requirements
Name
Do committee directors have over 5 years
of relevant experience and the following
professionalqualifications?
Do committee directors have over 5 years
of relevant experience and the following
professionalqualifications?
Do committee directors have over 5 years
of relevant experience and the following
professionalqualifications?
Compliance with Independency2 Compliance with Independency2 Compliance with Independency2 Compliance with Independency2 Compliance with Independency2 Compliance with Independency2 Compliance with Independency2 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 -
Independent
Director
Zheng-Yan
Chang
Yes Yes Yes 0
Others Mu-Xiao Liu No No Yes 0 -
Others Pi-Hsia
Hsu-Chung
No No Yes 0 Resigned on
August 31,
2018.
  • 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 per cent 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 per cent 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 per cent 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.

  • 28 -

  • (2) Operation of the Remuneration Committee

  • A. Committee members: 3.

B. Current term: June 19, 2018 to June 7, 2021. By April 11, 2019, 1 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 1 0 100% Re-election
Committee
Member
Zheng-Yan Chang 0 0 0% Join on March 14,
2019.
Committee
Member
Pi-Hsia Hsu-Chung 0 0 0% Resigned on August
31, 2018.
Committee
Member
Mu-Xiao Liu 1 0 100% Re-election
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, if any will post it on MOPS material information.
(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,if anywillpost it on MOPS material information.

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 compensationpolicycombingwith




(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) The company is regularly organized by the
CSR Committee to conduct corporate social
responsibility-related education and training
by quarterly.
(3) The Company reports the effectiveness and
progress of CSR implementation to the board
once a year. Please refer 2017 CSR report.
(4) The wage and compensation policy of the
Company: 1)wage resourceplanningbased
No
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
the employee performance evaluation
system and CSR policy and an effective
and well-defined reward and punishment
system?
on cost efficiency and risk control; 2) wage
resource allocation through performance
differentiation; and 3) attraction, retention,
and encouragement of key talents. Our
employee performance evaluation system
includes: closely link employee work targets
with overall organizational targets to fulfil
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 the
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 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 returns 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
environmentalpolicyimplementation and



No
N
No
  • 30 -
Assessment Item Implementation1 Non-compliance with the
Corporate Social
Responsibility Best Practice
Principles for TWSE/GTSM
Listed Companies and
Reasons
Yes No Performance Summary2
implement the ISO14001 EMS (passed
certification in 2002).
(7) In 2012, the Company passed the ISO 14064-1
GHG inventory for enterprise certification,
and we implement GHG inventory every year
since then.
(8) The others, please refer page 45~65 of 2016
CSR report.
3.
Implementation of philanthropy
(1)
Does the Company establish 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









(1) The Company passed SA8000 social
accountability certification since 2013 and
voluntarily establish 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 fulfil 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 Companyhas added contents



No
No
No
No.
No
No
No
No
No
  • 31 -
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
policy and have a significant impact on
the environment and society, the
Company may terminate or rescind the
contract at any time?
(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 an on-site audit of suppliers to
ensure CSR is implemented bysuppliers.
4.
Reinforcement of disclosure of CSR
information.
(1)
Does the Company disclose relevant and
reliable CSR information on the
corporate website and MOPS?

(1) The Company voluntarily discloses CSR
information on the corporate website, and
“environmental sustainability, green
proclamation, and social commitment” are the
three axes of implementation.
(2) The Company published 2017 CSR report to
disclose our performance in CSR
implementation andpublished on the website.
No
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, labour, environment, and anti-corruption
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 sustainability
throughplanningand 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 GRI 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.

  • 32 -

3.4.6. Performance in Fair and Ethical Business Operations and Measures

Fair and Ethical Business Operations

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


(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 the implementation
of relevant policies and practices
regularly and irregularly.
No
No
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


(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(7thBOD
meeting in 2018). 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”.
No
No
No
  • 33 -
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 this 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?

(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
3. Operation of the whistleblower
system
(1) Has the Company established a
practical whistleblower and
reward system and channels to
facilitate reporting of unfair and
unethical business operations
and assign appropriate
personnel to handle a reported
case?
(2) Does the Company establish an
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?


(1) The Company establishes
“Stakeholder Section” on the
website to handle all relevant
reports.
(2) The Company has establishes the
“procedures for dealing with
Unlawful, Unethical or Dishonesty
issues”.
(3) This protection policy includes
non-disclosure of information
sources, an investigation by a
third-party unit, and the signing of a
non-disclosure agreement among
allparties involved.
No
No
No
4. Reinforcement of information
disclosure
(1) Does the Company disclose the
content and effectiveness of the
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 2018 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 the 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.

  • 34 -

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

  • (1) Statement of Internal Control

Statement of Compliance of the Internal Control System

March 14, 2019

Based on the findings of a self-assessment, SINBON Electronics Co., Ltd. (SINBON) states the following with regard to its internal control system during the year 2018:

  1. SINBON’s Board of Directors and management are responsible for establishing, implementing, and maintaining an adequate internal control system. Our internal control is a process designed to provide reasonable assurance over the effectiveness and efficiency of our operations (including profitability, performance and safeguarding of assets), reliability, timeliness, transparency of our reporting, and compliance with applicable rulings, laws and regulations.

  2. An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can provide only reasonable assurance of accomplishing its stated objectives. Moreover, the effectiveness of an internal control system may be subject to changes due to extenuating circumstances beyond our control. Nevertheless, our internal control system contains self-monitoring mechanisms, and SINBON takes immediate remedial actions in response to any identified deficiencies.

  3. SINBON evaluates the design and operating effectiveness of its internal control system based on the criteria provided in the Regulations Governing the Establishment of Internal Control Systems by Public Companies (herein below, the Regulations”). The criteria adopted by the Regulations identify five key components of managerial internal control: (1)control environment, (2) risk assessment, (3) control activities, (4) information and communication, and (5) monitoring activities.

  4. SINBON has evaluated the design and operating effectiveness of its internal control system according to the aforesaid Regulations.

  5. Based on the findings of such evaluation, SINBON believes that, on December 31, 2018, it has maintained, in all material respects, an effective internal control system (that includes the supervision and management of our subsidiaries), to provide reasonable assurance over our operational effectiveness and efficiency, reliability, timeliness, transparency of reporting, and compliance with applicable rulings, laws and regulations.

  6. This Statement is an integral part of SINBON’s annual report and prospectus, and will be made public. Any falsehood, concealment, or other illegality in the content made public will entail legal liability under Articles 20, 32, 171, and 174 of the Securities and Exchange Law .

  7. This Statement was passed by the Board of Directors in their meeting held on March 14, 2019, with none of the eight attending directors expressing dissenting opinions, and the remainder all affirming the content of this Statement.

SINBON Electronics Co., Ltd.

Joseph Wang Chairman

Wei-Ming Liang President

  • 35 -

  • (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 12, 2018 Board Meeting  Approving the assessment results of CPA independency: Complied

  • Approving the consolidated financial statement and individual financial statements of 2017

  • Approving the profit allocation plan of 2017

  • Approving the Statement of Compliance of Internal Control System Compliance of 2017

  • Approving the Business Plan 2018

  • Approving the remuneration for members of the board

  • Approving amendment to Remuneration Committee Charter  Approving to establish General Management Team Charter

Compliance of 2017
 Approving the Business Plan 2018
 Approving the remuneration for members of the board
 Approving amendment to Remuneration Committee Charter
 Approving to establish General Management Team Charter
 Approving the General Management Team member list
 Approving amendment to the Company's Articles of Incorporation
 Approving amendment to Procedures of Election of Directors and
Supervisors
 Approving to elect new members of the board
 Approving to dismiss the Restrictions in Competition on New Directors
and Their Representatives
 Approving amendment to Rules of Procedure for Shareholder Meeting
 Approving amendment to Procedures for the Acquisition and Disposal of
Assets
 Approving amendment to Procedures for Endorsement & Guarantee
 Approving amendment to Procedures for Lending Funds to Others
 Approving abolishing Rules Governing the Scope of Powers of Supervisors
 Approving amendment to the Ethical Corporate Management Best
Practice Principles, Procedures for Ethical Management and Guidelines for
Conduct, and Guidelines for the Adoption of Codes of Ethical Conduct
 Approving the agenda and relevant affairs of the annual shareholders’
meeting of 2018
 Approving renewal of the credit line from DBS (Taiwan) bank, ANZ bank
(Taiwan) Limited, and CTBC bank
 Approving acquisition of Raybon Avionics Inc. shares and decrease capital
then increase capital
 Approving disposal of SINBON Japan shares
 Approving increase capital to TC SINBON
20 April, 2018 Board Meeting  Approving the consolidated financial statement of Q1 2018
 Convening the 2018 Annual Shareholders’ Meeting
 Approving amendment to the Company's Articles of Incorporation
 Approving the Souvenir Giving Rules for Shareholders’ Meeting
 Approving the remuneration for new vice VP of the company
 Approving the remuneration package for new marketing associate
director
 Approving surplus NT$14.40 million to capital increase for subsidiary
company, T-conn Precision Co., Ltd.
 Approving surplus US$6 million to capital increase for subsidiary
company, JY SINBON Electronics Co., Ltd.
  • 36 -
 Approving renewal of the credit line from HSBC (China) bank
 Approving renewal of the credit line from Bank SinoPac
08 June, 2018 Shareholder Approving of the 2017 Business Report and Financial Statements
Meeting Result: Adopted and published meeting minutes on MOPS
Approving of distribution on 2017 profits
Result: Adopted and distributed on 23 July, 2018.
Amendment to the Company's Corporate Charter (Articles of
Incorporation)
Result: Passed and published meeting minutes on MOPS
Amendment to the Procedures for Election of Directors
Result: Passed and published meeting minutes on MOPS
Amendment to the Rules of Procedure for Shareholder Meetings
Result: Passed and published meeting minutes on MOPS
Amendment to the Operational procedures for Acquisition and Disposal
of Assets
Result: Passed and published meeting minutes on MOPS
Amendment to the Operational Procedures for Endorsements and
Guarantees
Result: Passed and published meeting minutes on MOPS
Amendment to the Operational Procedures for Loaning of Company
Funds
Result: Passed and published meeting minutes on MOPS
Approving revocation Supervisor Terms of Reference
Result: Passed and published meeting minutes on MOPS
Approving of all Directors re-election
Result: Passed and published meeting minutes on MOPS
Proposal of Release the Prohibition on Directors from Participation in
Competitive Business
Result: Passed and published meeting minutes on MOPS
107.06.08 Board Meeting Approving selection of Chairman and Vice Chairman
107.06.19 Board Meeting Setting July 23, 2018 as the record date for common stock shareholders
entitled to participate in distribution of 2017 profits in the form of cash
dividend
Approving appointment of members of the Audit Committee
Approving amendment to Remuneration Committee Charter
Approving appointment of members of Remuneration Committee
Approving hire consultant for the Board of Directors
Approving renewal of the credit line from Mizuho Bank, Ltd., HSBC
(Taiwan), The Export-Import Bank of the Republic of China, Taipei Fubon
Commercial Bank Co., Ltd.
107.07.27 Board Meeting  Approving the consolidated financial statement of Q2 2018
 Approving amendment to the Procedures of Internal major information
processing
 Approving amendment to the Procedures of Apply for suspension and
resume the transaction
 Approving amendment to the Rules and Procedures of Board of Directors
Meetings
 Approving amendment to the duty of Independent director
 Amendment to the Company's Corporate Charter (Articles of
Incorporation)
 Approving renewal of the credit line from Far Eastern International Bank
and Taishin International Bank Co., Ltd.
 Approving renewal of the Financial Derivatives Taishin International Bank
Co., Ltd.
 Approving set up a new branch in the UK, SINBON ELECTRONICS CO., LTD
UK BRANCH
 Approving the subsidiary company, Enmagic Jiangsu Energy Co., Ltd. set
up the new subsidiary company, Enmagic Kunshan Energy Technology Co.,
  • 37 -
Ltd.
 Approving the project of the subsidiary company Beijing SINBON Tongan
change the company type
 Approving the Investment structure change of the subsidiary company
between Beijing SINBON Tongan and Beijing SINBON
107.10.25 Board Meeting  Approving the consolidated financial statement of Q3 2018
 Approving 2019 Audit planning
 Approving the renewal of new stock base date of Bondholders for the 6th
Issued Domestic Secured Convertible Corporate Bonds
 Approving renewal of the credit line Mizuho Bank, Ltd., United Bank
Company Limited, Land Bank Of Taiwan Co., Ltd., Shin Kong Bank, CTCB
and HSBC (China)
 Approving the capital increase for the subsidiary company, T-conn
Precision Co., Ltd.
 Approving amendment to Remuneration Committee Charter
 Approving the subsidiary company, Beijing SINBON Tongan’s Retained
Earnings transferred to Capital
107.11.26 Board Meeting  Approving renewal of the credit line from DBS (Taiwan), DBS (China), Far
Eastern International Bank
 Approving adjustment of the company's investment structure in Europe
 Approving dispose of Japan SINBON Electronics Co., Ltd. Shares
 Approving investment of the private placement of common shares of
Nextronics Engineering Corp.
 Approving surplus USD$1.1million to a capital increase for the subsidiary
company, SINBON USA
108.03.14 Board Meeting  Approving the Employee compensation and directors' compensation of
2018
 Approving the consolidated financial statement and individual financial
statements of 2018
 Approving the profit allocation plan of 2018
 Approving the Statement of Compliance of Internal Control System
Compliance of 2018
 Approving the Business Plan 2019
 Approving the assessment results of CPA independency: Complied
 Approving amendment to Remuneration Committee Charter
 Approving the remuneration for new vice VP of the company
 Approving the remuneration package for new marketing director and
associate director
 Approving appointment of members of Remuneration Committee
 Approving nomination and election director and Independent director
 Approving the renewal of new stock base date of Bondholders for the 6th
Issued Domestic Secured Convertible Corporate Bonds
 Approving renewal of the credit line from HSBC (China)
 Approving amendment to the Operational procedures for Acquisition and
Disposal of Assets
 Approving amendment to the Rules and Procedures of Board of Directors
Meetings
 Approving amendment to Procedures for Lending Funds to Others.
 Approving amendment to the Operational Procedures for Endorsements
and Guarantees
 Approving amendment to the Company's Corporate Charter (Articles of
Incorporation)
 Proposal of Release the Prohibition on Directors from Participation in
Competitive Business
 Approving the agenda and relevant affairs of the annual shareholders
meeting of 2019
108.04.19 Board Meeting  Approving the consolidated financial statement of Q1 2018
 Review Director nominations and proposals of shareholders' meeting
  • 38 -

  • Formulating the principle of issuing souvenirs to shareholders of shareholders

  • Approving renewal of the credit line from CTCB and Land Bank of Taiwan

  • Approving the renewal of new stock base date of Bondholders for the 6th Issued Domestic Secured Convertible Corporate Bonds

  • Approving t Beijing SINBON Tongan Capital Increased by Cash for employee stock purchase plan

  • 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

April 30,2019
Title Name Inaugural Date Relief Date Reasons for Resignation or Relief
Vice President Zhen-Xing
Chen
May 08, 2006 Feburary 28,
2019
Retirement

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

3.5. Accountant Service Fees:

  • 3.5.1. Disclose the amount of the audit and non-audit service fees and content of non-audit services when the amount of non-audit service fees paid to CPAs, their firms and affiliates for is over a quarter of the audit service fees: The amount of the audit and non-audit service fees and content of non-audit services of the Company are disclosed as follows:
Expressed in Thousands of NTD Expressed in Thousands of NTD
CPA Firm Ernst & YoungTaiwan
Name of CPA(1) Tzu-PingHuang
Name of CPA(2) Hong-KuangLin
Audit Service Fee 4,900
Non-audit Service Fee System Design 0
Registration 0
Human Resources 0
Others2 600
Subtotal 600
Does the audit period cover an
entire accounting year?
Coverage Yes
Auditperiod 2018
  • 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.

  • 39 -

CPA Service Fee Interval CPA Service Fee Interval
CPA Firm Name of CPAs Audit Period Remarks
Ernst & YoungTaiwan Tzu-PingHuang Hong-KuangLin 2018 -

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

Expressed in Thousands of NTD

Audit Service Fee Non-Audit Service Fee Total
Under 2,000 600 600
2,000(incl.)-4,000
4,000(incl.)-6,000 4,900 4,900
6,000(incl.)-8,000
8,000(incl.)-10,000
10,000 and over

CPA Service Fee

CPA Service Fee Service Fee Service Fee Service Fee
Expressed in Thousands of NTD
CPA Firm CPAs Audit
Service
Non-Audit Service Audit
Period
Remarks
System
Design3
Official
Registration
Human
Resources
Others2 Subtotal
Ernst &
Young
Taiwan
Tzu-PingHuang 4,900 - - - 600 600 2018 Other is CSR
report
Hong-Kuang Lin 2018

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

Date of change N/A N/A N/A N/A N/A
Reasons for change N/A
Reasons for termination or
rejection of assignment of the
client or CPA.
Partyinvolved CPA Client
Voluntarytermination of assignment N/A N/A
Rejection of assignment N/A N/A
Comments and reasons for
issuing audit reports without
comments in last twoyears.
N/A
Different opinion with report
issuer.
Yes N/A Accounting principles orpractices
N/A Financial statement disclosures
N/A Audit range orprocedures
N/A Others
No N/A
Reasons: N/A
Other disclosures N/A
  • 40 -

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:

Unit: shares

2018 2018 Until April08 ofcurrent year
Increase Increase Increase Increase
Title Name
(reduction) of
shares held
(reduction) of
shares
mortgaged

(reduction) of
shares held
(reduction) of
shares
mortgaged
Chairman Joseph Wang 3,000,000
-

-
-
Director Xin-chi Yeh - - - -
Director ArgosyResearch - - - -
Representative of
Director
Chao-Liang Wang - - - -
Director Wei-MingLiang - (114,908) - -
Director Tai-Yi Investment Co.,Ltd. - (1,000,000) - -
Representative of
Director
Wei-Chun Wang - - - -
Director Kuo-Shian Investment Co.,Ltd. - (200,000) - -
Representative of
Director
Kuo-Hong Wang - - - -
Independent
Director
Chi-Lin Wei - - - -
Independent
Director
Zheng-Yan Chang - - - -
Vice President Wen-Sen Huang - (60,000) - -
Vice President Jun-Yu Chen (440) - - -
Director PingLi - - - -
Director Jia-Zhi Hsu 2,000
-
- -
Director Li-Li Huang - - - -
Director Jun-QiangWang - - - -
Director Cheng-LingLi - - - -
Director Xiu-Sui Lin - - - -
Director Yun-Ru Huang - - - -
  • 41 -
2018 2018 Until April08 ofcurrent year
Increase Increase Increase Increase
Title Name
(reduction) of
shares held
(reduction) of
shares
mortgaged

(reduction) of
shares held
(reduction) of
shares
mortgaged
Director Xin-Chun Wu - - - -
Director Jin-ZongHuang - - - -
Director Pei-LingHuang 3 - - - -
Ass.Director Hao-Min Hsu - - - -
Ass. Director Jin-Ze Zheng - - - -
Ass. Director Bing-ChenSong - - - -
Ass. Director Kong-De Yang - - - -
Ass. Director Min-ZhengLin - - - -
Ass. Director Jia-QingLin - - - -
Ass. Director Ya-Hui Guo (2,000) - - -
Ass. Director Kui-Zhen Feng - - - -
Ass. Director Pin-Jen Chen - - - -
Ass. Director Chien-MingHuang - - - -
Ass. Director Hsing-Hsiu Kuo - - - -
Ass. Director Kuo-HungChen - - - -
CFO Chi-Chou Chang - (64,000) - -

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 Resigned on May 31, 2019.

3.8.2. Share Transfer Information

Name Reasons for
Transfer
Transaction
Date
Transaction
Counterparty
Relationship between the
transaction counterparty and
the Company, directors,
supervisors, and shareholders
holdingover 10% of shares
Shares Transaction
Price
N/A

3.8.3. Share Mortgage Information

Name1 Reasons for
Pledge2
Change
Date
Transaction
Counterparty
Relationship between the
transaction counterparty
and the Company, directors,
supervisors, and
shareholders holding over
10% ofshares

Shares
Shares
Held
(%)
Pledge
Rate
(%)
Pledge
(redemption
) amount
(NT$1,000)
Wei-Ming
Liang
Redemption May 31,
2018
CTBC Bank Co.,
Ltd.
No 114,908 0.44% 39.39% N.A.
Wen-Sen
Huang
Redemption May 30,
2018
CTBC Bank Co.,
Ltd.
No 60,000 0.10% 43.36% N.A.
Chi-Chou
Chang
Redemption May 30,
2018
CTBC Bank Co.,
Ltd.
No 64,000 0.10% 44.37% N.A.
Tai-Yi
Investment
Co.,Ltd.
Redemption June 05,
2018
CTBC Bank Co.,
Ltd.
No 1,000,000 1.80% 12.10% N.A.
Kuo-Shian
Investment
Co.,Ltd.
Pledge January 10,
2018
First Bank No 1,000,000 1.05% 41.40% N.A.
  • 42 -
Pledge February 22,
2018

Taishin Bank
No 1,000,000 1.05% 41.40% N.A.
Redemption June 26,
2018
First Bank No 1,000,000 1.05% 41.40% N.A.
Pledge November
28, 2018
KGI Securities
Co., Ltd.
No 800,000 1.05% 33.12% 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
Co.,Ltd.
13,500,167 5.89% 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
8,498,387 3.71% 0 0.00% 0 0.00% N/A N/A
Joseph Wang 7,508,062 3.28% 2,131,236 0.93% 0 0.00% Representative
of Tai-Yi
Investment
Co.,Ltd.
Father and
son
Deutsche Bank
Deutsche Bank Taipei
Branch entrusted with
the Brei Global Fund -
Berri Asia Japan
Excluding Small
Companies Equity
Funds
6,624,000 2.89% 0 0.00% 0 0.00% N/A N/A
US JP Morgan Chase
Bank Taipei Branch
entrusted custody of
Columbia Aiken Trust
belong to Columbia
Aiken international
Fund Investment
Account
5,740,000 2.51% 0 0.00% 0 00.0% N/A N/A
HSBC Managed
HSBCGIF Asia Small
Business Except Japan
4,893,547 2.14% 0 0.00%
0
0.00% N/A N/A
American Merchants
Morgan Chase Bank
Taipei Branch Entrusted
with the Investment
Account of the Scottish
Orient Small Business
Trust Company
4,303,000 1.88% 0 0.00%
0
0.00% N/A N/A
  • 43 -
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 Trustee First
Domain Investment
Company - First Land
Greater China Growth
Fund Investment
Account
4,167,181 1.82% 0 0.00% 0 0.00% N/A N/A
Tai-Yi Investment Co.,
Ltd.
4,130,572 1.80% 0 0.00% 0 0.00% Joseph Wang Father and
son
Wei-Chun Wang
Representative of Tai-Yi
Investment Co.,Ltd.
1,159,158 0.51% 628,812 0.27% 0 0.00%
Argosy Research 3,806,421 1.66% 0 0.00% 0 0.00% N/A N/A
Cao-Liang Wang
Representative of
ArgosyResearch
311,388 0.14% 0 0.00% 0 0.00%

1List all top ten shareholders, a legal person shareholder shall list the name of the legal person shareholder and the name of the representative separately.

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

December 31,2018 December 31,2018 December 31,2018 December 31,2018 December 31,2018 December 31,2018
Re-Invested Enterprise1 Company Investment Investments by the Company,
Directors, Supervisors,
Executives, or Enterprises
under Direct/ Indirect Control
of the Company2
Consolidated
Investments
Shares % Shares % Shares %
SINBON International Enterprise Co.,
Ltd
- 100.00%
-

-

-

100.00%
SINBON Beijing - 100.00%
-

-

-

100.00%
SINBON Hong Kong - 100.00%
-

-

-
100.00%
Guanze Co., Ltd. 23,560,000 100.00%
-

-
23,560,000 100.00%
Top Taiwan Venture Investment 2,240,000
20.00%

-

-

2,240,000
20.00%
Super Elite Ltd. -
64.48%

-

-

-

64.48%
Argosy Research 2,945,034
3.59%

14,624,200

17.81%
17,569,234 21.40%
Beijing SINBON Tongan Electronics - 100.00%
-

-

-

100%
SINBON USA L.L.C - 100.00%
-

-

-

100.00%
Radbon Avionics Inc. 3,300,000
55.00%

-

-

3,300,000

55.00%
SINBON Europe GmbH - 100.00%
-

-

-

100.00%
T-Conn Precision Co., Ltd. -
62.52%

-

-

-

62.52%

1Investments by the equity method.

2Investments in Guanze.

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

  • 44 -

4. Fundraising

4.1. Capital and Shares

4.1.1. Capitalization

Month/Year Issue
Price
Authorized
Shares/Capital
Authorized
Shares/Capital
Capital Stock Capital Stock Remarks
Shares
(1K)
Amount
(NT$1K)
Shares
(1K)
Amount
(NT$1K)
Sources of Capital
(NT$1K)
Non-cash
Capital
Increase
(NT$1K)
Others
(NB)
Dec. 1989 10 500 5,000 500 5,000 Establishment with cash at 5,000. None N/A
Jun. 1991 10 1,300 13,000 1,300 13,000 Cash capital increase at 6,000. Shareholder N/A
transactions
at 2,000.
Dec. 1994 10 2,900 29,000 2,900 29,000 Cash capital increase at 5,000. Liability N/A
11,000.
Sep. 1995 10 9,900 99,000 9,900 99,000 Cash capital increase at 70,000. None N/A
Dec.1997 10 19,800 198,000 19,800 198,000 Consolidated N/A
increase
99,000.
Sep. 1998 10 50,000 500,000 30,000 300,000 Cash capital increase at 64,560.
Amortization of premiums at 11,880.
Capital surplus transferred to capital at
23,760.
New share issue through capitalization of
employee bonus at 1,800.
1
None
Sep. 1999 10 50,000 500,000 40,000 400,000 Cash capital increase at 37,000.
Amortization of premiums at 30,000.
Capital surplus transferred to capital at
30,000.
New share issue through capitalization of
employee bonus at 3,000.
2
None
Jul. 2000 10 50,000 500,000 46,800 468,000 Amortization of premiums at 44,000.
Capital surplus transferred to capital at
16,000.
New share issue through capitalization of
employee bonus at 8,000.
3
None
Nov. 2000 10 50,000 500,000 50,000 500,000 Cash capital increase at 32,000. None 4
Jun. 2001 10 90,000 900,000 61,500 615,000 Amortization of premiums at 100,000.
New share issue through capitalization of
employee bonus at 15,000.
5
None
Mar. 2002 10 150,000 1,500,000 70,798 707,981 Conversion with convertible bonds at 92,981. None 6
Aug. 2002 10 150,000 1,500,000 88,213 882,132 Amortization of premiums at 141,596.
New share issue through capitalization of
employee bonus at 20,000.
Conversion with convertible bonds at 12,555.
7
None
Oct. 2002 10 150,000 1,500,000 89,849 898,489 Conversion with convertible bonds at 16,357. None 6
Oct. 2002 10 150,000 1,500,000 90,028 900,279 Conversion with convertible bonds at 1,790. None 8
Jan. 2003 10 150,000 1,500,000 90,455 904,554 Conversion with convertible bonds at 4,275. None 6
Mar. 2003 10 150,000 1,500,000 90,578 905,780 Conversion with convertible bonds at 1,226. None 6
Jun. 2003 10 190,000 1,900,000 100,336 1,003,358 Amortization of premiums at 17,516.
New share issue through capitalization of
employee bonus at 10,000.
Capital surplus transferred to capital at
70,062.
9
None
Aug. 2003 10 190,000 1,900,000 101,700 1,016,997 Conversion with convertible bonds at 13,638. None 6
Sep. 2003 10 190,000 1,900,000 101,797 1,017,971 Conversion with convertible bonds at 974. None 6
Jul. 2004 10 190,000 1,900,000 106,797 1,067,969 Amortization of premiums at 45,999.
New share issue through capitalization of
employee bonus at 4,000.
10
None
Aug. 2004 10 190,000 1,900,000 107,010 1,070,103 Conversion with convertible bonds at 2,134. None 6
Jul. 2005 10 240,000 2,400,000 131,970 1,319,695 Amortization of premiums at 230,016.
Capital surplus transferred to capital at
19,576.
11
None
Aug. 2005 10 240,000 2,400,000 146,281 1,462,811 Conversion with convertible bonds at
143,115.
6
None
Nov. 2005 10 240,000 2,400,000 150,139 1,501,392 Conversion with convertible bonds at 38,581. None 6
  • 45 -
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
May. 2012 10 450,000 4,500,000 180,887 1,808,865 Conversion with convertible bonds at 13,704. None 17
Jul. 2012 10 450,000 4,500,000 180,928 1,809,282 Conversion with convertible bonds at 417. None 17
Nov. 2012 10 450,000 4,500,000 200,015 2,000,155 Conversion with convertible bonds at
190,873.
17
None
Apr. 2013 10 450,000 4,500,000 207,671 2,076,709 Conversion with convertible bonds at 76,554. None 17
May. 2015 10 450,000 4,500,000 207,956 2,079,563 Conversion with convertible bonds at 2,854. None 18
Aug. 2015 10 450,000 4,500,000 211,109 2,111,090 Conversion with convertible bonds at 31,528 None 18
Sep. 2015 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
May. 2016 10 450,000 4,500,000 217,934 2,179,342 Conversion with convertible bonds at 2,888 None 18
Aug. 2016 10 450,000 4,500,000 217,958 2,179,585 Conversion with convertible bonds at 243 None 18
Sep. 2016 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
Nov. 2018 10 450,000 4,500,000 225,727 2,257,273 Conversion with convertible bonds at 3,112 None 21
Mar. 2019 10 450,000 4,500,000 226,695 2,266,954 Conversion with convertible bonds at 9,681 None 21
Apr. 2019 10 450,000 4,500,000 229,075 2,290,745 Conversion with convertible bonds at 23,791 None 21

NB 1: Approved by Letter (87) FSC no.(1) 47522 issued by the Securities and Futures Commission, Ministry of Finance, on 6 June 1998.

NB 2: Approved by Letter (88) FSC no.(1) 56082 issued by the Securities and Futures Commission, Ministry of Finance, on 20 June 1999.

NB 3: Approved by Letter (89) FSC no.(1) 58816 issued by the Securities and Futures Commission, Ministry of Finance, on 7 July 2000. NB 4: Approved by Letter (89) FSC no.(1) 81883 issued by the Securities and Futures Commission, Ministry of Finance, on 2 October 2000.

  • NB 5: Approved by Letter (90) FSC no.(1) 123711 issued by the Securities and Futures Commission, Ministry of Finance, on 7 May 2001. NB 6: Approved by Letter (90) FSC no.(1) 166362 issued by the Securities and Futures Commission, Ministry of Finance, on 9 November 2001.

NB 7: Approved by Letter (91) FSC no.(1) 0910139537 issued by the Securities and Futures Commission, Ministry of Finance, on 16 July 2002.

  • NB 8: Approved by Letter (91) FSC no.(1) 0910133858 issued by the Securities and Futures Commission, Ministry of Finance, on 27 June 2002.

  • NB 9: Approved by Letter (92) FSC no.(1) 0920126156 issued by the Securities and Futures Commission, Ministry of Finance, on 13 June 2003.

  • NB 10: Approved by Letter (93) FSC no.(1) 0930121806 issued by the Securities and Futures Commission, Ministry of Finance, on 18 May 2004.

  • NB 11: Approved by Letter FSC no.(1) 0940119716 issued by the Financial Supervisory Commission, Executive Yuan, on 18 May 2005.

  • NB 12: Approved by Letter FSC no.(1) 0950130935 issued by the Financial Supervisory Commission, Executive Yuan, on 17 July 2006.

  • NB 13: Approved by Letter FSC no.(1) 0960032589 issued by the Financial Supervisory Commission, Executive Yuan, on 28 June 2007.

  • NB 14: Approved by Letter FSC no. (1) 0970033372 issued by the Financial Supervisory Commission, Executive Yuan, on 4 July 2008.

  • NB 15: Approved by Letter FSC no. (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 FSC no. 090018240 issued on 4 May 2010 and Letter FSC no. 1000060425 issued on 21 December 2011 by the Financial Supervisory Commission, Executive Yuan.

  • NB 18: Approved by Letter FSC no. 1030017865 issued by the Financial Supervisory Commission, on 26 May 2014.

  • NB 19: Approved by Letter FSC no. 104002851 issued by the Financial Supervisory Commission, on 28 July 2015.

  • NB 20: Approved by the Financial Supervisory Commission, on 18 July 2016.

  • NB 21: Approved by Letter FSC no. 1060014871 issued by the Financial Supervisory Commission, on 10 May 2017.

  • 46 -

Unit: Shares

Unit: Shares
Share
Type
Authorized Shares/Capital Remarks
Externally circulated
shares1
Unissued Shares Total
Common
Share
Listed shares
229,074,519
220,925,481 450,000,000 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

4.1.2. Shareholder structure
08 April,201
Shareholder Structure Amount Shares Held Percentage
Government Agencies 4 2,409,510 1.05 %
Financial Institutions 53 27,226,799 11.88 %
Other Corporations 180 14,399,362 6.29 %
Foreign Institutions and Individuals 243 110,390,706 48.19 %
Individuals 37,126 74,652,483 32.59 %
Others 0 0 0.00 %
Subtotal 37,606 229,078,860 100.00 %

4.1.3. Share distribution

1.3. Share distribution 1.3. Share distribution 1.3. Share distribution 1.3. Share distribution
08 April,2019
Shares Held Grading
Number of
Shareholders
Shares Held
Percentage
1 ~ 999
1,000 ~ 5,000
5,001 ~ 10,000
10,001 ~ 15,000
15,001 ~ 20,000
20,001 ~ 30,000
30,001 ~ 40,000
40,001 ~ 50,000
50,001 ~ 100,000
100,001 ~ 200,000
200,001 ~ 400,000
400,001 ~ 600,000
600,001 ~ 800,000
800,001 ~ 1,000,000
1,000,001 ~999,999,999
Above 1,000,000,000
28,979
6,433
908
414
161
199
97
66
116
85
56
20
19
8
45
0
1,052,121
11,800,122
6,394,987
4,896,411
2,820,918
4,807,933
3,358,187
2,917,328
8,201,335
11,874,842
16,163,120
10,323,791
13,075,699
6,944,036
124,448,030
0
0.46 %
5.15 %
2.79 %
2.14 %
1.23 %
2.10 %
1.47 %
1.27 %
3.58 %
5.18 %
7.06 %
4.51 %
5.70 %
3.03 %
54.33 %
0.00 %
Total
37,606
229,078,860
100.00 %
Number of
Shareholders
Shares Held Percentage
















28,979
6,433
908
414
161
199
97
66
116
85
56
20
19
8
45
0
















1,052,121
11,800,122
6,394,987
4,896,411
2,820,918
4,807,933
3,358,187
2,917,328
8,201,335
11,874,842
16,163,120
10,323,791
13,075,699
6,944,036
124,448,030
0
















0.46 %
5.15 %
2.79 %
2.14 %
1.23 %
2.10 %
1.47 %
1.27 %
3.58 %
5.18 %
7.06 %
4.51 %
5.70 %
3.03 %
54.33 %
0.00 %
37,606
229,078,860
100.00 %

4.1.4. List of major shareholders

1.4. List of major shareholders
Shares
Major Shareholder

Shares Held
Percentage
Fubon Life Insurance Co.,Ltd. 13,500,167
5.89%
US JP Morgan Chase Bank Taipei Branch entrusted
custody of T. Luo Pai Si International Exploration Fund
Investment Account
8,498,387
3.71%
Joseph Wang 7,508,062
3.28%
  • 47 -
Shares
Major Shareholder

Shares Held
Percentage
Deutsche Bank Deutsche Bank Taipei Branch entrusted
with the Brei Global Fund - Berri Asia Japan Excluding
Small Companies EquityFunds
6,624,000
2.89%
US JP Morgan Chase Bank Taipei Branch entrusted
custody of Columbia Aiken Trust belong to Columbia
Aiken international Fund Investment Account
5,740,000
2.51%
HSBC Managed HSBCGIF Asia Small Business Except
Japan
4,893,547
2.14%
American Merchants Morgan Chase Bank Taipei Branch
Entrusted with the Investment Account of the Scottish
Orient Small Business Trust Company
4,303,000
1.88%
HSBC Trustee First Domain Investment Company - First
Land Greater China Growth Fund Investment Account
4,167,181
1.82%
Tai-Yi Investment Co.,Ltd. 4,130,572
1.80%
ArgosyResearch 3,806,421
1.66%

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
2017
2018 By 31 Mar. 20198
Market price
per share1
Highest 92.20
92.40

113
Lowest 67.20
74.80

79.70
Average 75.83
82.73

96.35
Net value per
share2
Before distribution 26.99
28.99

31.56
After distribution 22.99
Undistributed

Undistributed
EPS Weighted average(shares) 225,416,000
225,685,000

227,639,000
EPS3 Adjusted 5.44
6.26

1.6
Unadjusted 5.44
Undistributed

Undistributed
Dividends per
share
Cash dividends 4.00
4.50

Undistributed
Dividends for capital surplus -
-

Undistributed

Stock
Grants
Stock dividends from
retained earnings
-
-

Undistributed
Stock dividends from
capital surplus

-

-

Undistributed
Accumulative undistributed
dividends4
-
-

Undistributed
ROI Price/Earnings Ratio5 13.94
13.22

57.00
Price/Dividends Ratio6 18.96
18.38

Undistributed
Cash Dividends Yield7 5.27%
5.44%

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

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

  • 48 -

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 is in growth stage, so shareholders’ cash dividends shall not be less than 10% of total dividends.

In 2018 shareholder’s meeting, it will be modified to: The Company shall…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, at least 50% of the current year’s net income should be distributed.

  • (2) Implementation dividends distribution planned at the annual shareholders’ meeting 2018 is as follows:
Dividends Type Amount per
Share
Source Status
Cash dividends 4.00 Retained earnings 4.00
Distributed on 13 Aug.,2018
Stock dividends 0.00 N/A N/A
Total 4.00
  • 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;

  • 49 -

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.

  • (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
24,000,000 0 15,300,000 -

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 Remunerations for
directors and supervisors
(NT$)
The percentage of stock
profit in total employee
profits and the percentage in
earningafter tax
Cash
(NT$)
Stock
(NT$)
16,000,000 - 11,000,000 -

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
30 April,2018
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 accumulativequantityof own corporate shares in totallyissued shares(%) N/A
  • 50 -

4.2. Corporate bonds

4.2.1. Corporate bonds

rporate bonds
1. Corporate bonds
rporate bonds
1. Corporate bonds
Corporate Bond Type2 Domestic Unsecured Convertible Bonds VI5
Issue date June 8,2017
Face value NT$100,000
Place of issue and transaction3 N/A
Issue Price NT$100
Total amount NT$500,000,000
Interest rate 0%
Expiry 3years,until June 8,2020
Guarantee organization No.
Trustee Taishin Bank
Underwritingagency Taishin Securities
Certified lawyer Kang-De Lu
CPA Tzu-PingHuangand Hong-KuangLin
Reimbursement method Principal in one time on expiry
Outstandingamount NT$246,900,000
Redemption or advance reimbursement terms As specified in Articles 18-19 of the issue and
conversion regulations.
Restrictions4 N/A
Name of credit rating agency, rating date, and rating
results
None
Other
additional
rights
Amount of converted (conversion or
subscription) common stocks, GDRs, and
other marketable securities by the report
publishingdate

None
Issue and conversion (exchange)
regulations
None
Potential dilution of shares and effect on current
shareholder equity of the issue, conversion, exchange,
or subscription regulations,and issue conditions.
Current conversion price is NT$69.10. If all
bonds transferred to stocks, EPS should be
diluted by2.24%.
Name of depositoryorganization of exchanged stocks N/A

1Corporate 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. 2Adjust the number of columns according to the frequency of corporate bond issues. 3List out corporate bonds issued overseas.

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

5Highlight corporate bonds issued through private placement.

6Disclose 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.

  • 51 -

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

Bond Type1 Fifth-time Domestic Unsecured Convertible Corporate
Bonds
Fifth-time Domestic Unsecured Convertible Corporate
Bonds
Item Year
2018
Until 31 Mar. 20194
Market price
of bonds2(NT$)
Highest 132.40 162.00
Lowest 110.00 117.00
Average 122.41 133.13
Conversionprice(NT$) 69.10 69.10
Issue date 8 June 2017
Conversion Price at issue
(NT$)
76.60
Conversion obligation3 New issued shares
  • 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

  • 52 -

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 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.

  • a. Current state and developments of the industry:

  • According to IEK Research, which provides a review on the export of Taiwan's connectors in 2017, we find from the export value of NT$15.8 billion that it has grown by 4.4% compared to 2016. This reflects the domestic companies gradually moving out of the rough period of transition and developing their businesses toward the field of high-end connectors. It is expected that the overall export value for connectors in the future will grow from NT$15.8 billion in 2017 to NT$17.2 billion in 2020.

  • 53 -

With the simultaneous expansion of applications, technologies, regions, and products, the connectors industry is expected to reach NT$183.9 billion in output for the whole of 2018, which shows an expected growth of 2.5% compared to that of 2017, while continuing to demonstrate a steady market momentum. A foreseeable development under a steady growth rate may drive the output of the domestic connectors industry toward the NT$200 billion standards in the next two to three years, setting a new milestone for the next market development trend.

The future trends for AIoT technology will bring more opportunities and new technologies for the application of connectors. Among them, the major areas of application include 3C, automotive, and IoT.

In 3C application, the driving factor is the current demand for high-speed transmission in the communications industry. In automotive application, new technologies such as IoV, advanced automotive driver-assistance systems, and new energy vehicles are driving business opportunities for vehicle connectors, wiring harnesses, and electronic modules, with the terminal products including vehicle communication, power, and safety control systems. IoT application includes smart home appliances, smart healthcare, drones, smart warehousing, transport robots, and other new applications in industrial, medical, and warehousing sectors. All of the above are potential market demands for connectors.

b. Supply chain relationship:

SINBON not only a connector distributor but also provide cable assembly and PCBA design and processing services. We provide vertical integration service to our customers and able to supply bare cooper wires, plastics, electroplating materials, etc. Our company manufactures, sells, and distributes electronic component products with a wide range of applications. They can be separated into five major industries with the abbreviation of MAGIC.

Connector Supply Chain

==> picture [358 x 68] intentionally omitted <==

  • c. 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:

  • 54 -

(1) Medical Health

Medical Health Global Medical Device Market

The global medical device market has shown steady growth in recent years, due to factors like population increases, ageing societies, emerging market expansion, and medical technology advancements. A report from BMI Research indicates that the global medical device market was valued at about US$359.8 billion in 2017. It is projected to grow to US$425.3 billion in 2020, with a compounded annual growth rate of 5.7% between 2017 and 2020. Amid these trends, market demand is primarily driven by a focus on basic healthcare facilities in developing countries as well as cross-interaction between ageing societies and new medical technology in developed countries.

==> picture [324 x 200] intentionally omitted <==

Looking at the overall global medical device market, regionally the greatest demand is seen in the United States, Western Europe, Japan, and China. Based on analysis by the Science and Technology Industry Information Office, smart healthcare technology will be the future focus of development in the medical device industry. Grand View Research estimates that the global smart healthcare market will grow at a compounded annual growth rate of more than 20% between 2016 and 2025.

Telemedicine

Coupled with growing healthcare awareness, the increasing number of elderly patients, as well as those with chronic diseases, has led to the rise of telemedicine. Telemedicine applications include smartphone apps and telemedicine robots, and cover services such as remote consulting and remote monitoring. The global telemedicine market is expected to grow at a compounded annual growth rate of 14.8% between 2018 and 2023.

Artificial Intelligence

The artificial intelligence medical market is growing rapidly, combining the advantages of precision medicine and cost reduction. Its compounded annual growth rate should exceed 40% between 2018 and 2025. Artificial intelligence can be used for diagnosis, health management, new drug research, and other purposes. Increasing computing power and falling equipment costs will be the key to the future development of artificial intelligence in the medical market.

  • 55 -

Robotics

Using robots for medical treatment. Unlike humans, robots do not get tired over time and they also bring increased precision. The medical robotics market should have a compounded annual growth rate of 21.1% between 2016 and 2021. Applications include exoskeleton robots, surgical robots, and rehabilitation robots; among these, surgical robots account for the largest proportion.

Wearables

With growing public awareness of healthcare, more and more people use wearable devices to monitor their daily health. Wearable include smartwatches, wearable pain relief device, wearable cardiovascular disease management devices, and so on. The global average market growth rate of medical wearable devices between 2017 and 2022 should be 18.3%.

(2) Automotive & Aviation

Global Electric vehicle market

The global electric vehicle market reached US$118.8 billion in 2017, in response to the global energy conservation and carbon reduction trend. This also reflected an increasing number of countries pushing for the implementation of automobile emission reduction policies. This growth is expected to continue and hit US$567.2 billion by 2025, with a compounded annual growth rate of 22.3%.

Despite issues such as high manufacturing costs, low fuel efficiency, and maintenance difficulty, all of which cause relatively slow market development for electric vehicles, demand nonetheless continues to grow with encouragement from government policies. Total global electric vehicle sales exceeded 1.1 million units in 2017, which showed 54% growth compared to 2016. Looking at the numbers from different countries, China sold 570,000 electric vehicles in 2017. This accounted for 50.4% of the world’s total sales and half of the global electric vehicle market. The United States ranked second with 17%.

==> picture [348 x 192] intentionally omitted <==

  • 56 -

Civil Aircraft Market in Taiwan and Worldwide

Airbus predicts that global commercial air traffic will grow at a compounded annual growth rate of 4.4% in the 20 years from 2008 to 2037, which means that at least 37,400 passengers and cargo aircraft are necessary in order to meet the traffic demand. The Asia-Pacific market has the highest aircraft shipments in the world, accounting for 42% of the global total. Out of this, mainland China holds the highest demand for passenger traffic. North America and Europe together account for 35%.

==> picture [313 x 265] intentionally omitted <==

The International Air Transport Association (IATA) predicts that global passenger and cargo demand will increase by 6% and 4.5% respectively this year, but passenger traffic supply will only increase by 5.7%, showing a shortage in supply. With the rapid growth of aviation demand in the Asia-Pacific region and the rise of the short-haul low-cost aviation market, such airlines typically order narrow-body aircraft from aircraft manufacturers. This trend will drive manufacturers to upgrade their supply growth rate in the overall demand market by more than a third. On the other hand, India, China, Latin America, and Africa are seen as emerging markets for Maintenance, Repair, and Operations (MRO). Statista predicts that aviation maintenance (MRO) demand from 2018 to 2028 will drive the relevant supply chain and create up to US$56 billion in value. Cargo aircraft have benefited from the rise of emerging markets and the boom of global e-commerce, and this segment is expected to grow by 4.2% in the next 20 years.

Based on statistics from the Taiwan Aerospace Industry Association (TAIA), the average growth rate of Taiwan’s aviation industry has reached 7.6% in the past three years. Under the guidance of the Ministry of Economic Affairs, the construction of a complete civil aviation component supply chain is additionally underway. This features partnerships with Boeing, Airbus, Bombardier, Singular, Pratt & Whitney, Snecma and other well-known aviation names. Taiwan has

  • 57 -

also become the largest supply base for the world’s best-selling CFM56 engine fan blades.

(3) Green Energy

Global Renewable Energy Market

REN21 published the “RENEWABLES 2018 GLOBAL STATUS REPORT” in June 2018. The Report reviewed the development of renewable energy in 2017, with continuous growth in the amount of renewable energy as well as a significant drop in costs due to the policies and bidding mechanisms of different countries. In terms of global power generation, 26.5% originated from renewable energy sources. Together with exceeding 1/4, hydropower accounted for 16.4%, wind power 5.6%, bio-power 2.2%, and solar power for 1.9%.

==> picture [333 x 150] intentionally omitted <==

Wind Power Market

Based on information gathered in the first three quarters of 2018, it is expected that the newly installed capacity of wind power in 2018 will be close to 58 GW. Countries with the greatest newly installed capacities include China, the US, Germany, and India; the UK also ranks among them thanks to its rapid development of offshore wind power. By the end of 2017, 90 countries had constructed wind power projects, and 30 countries had an installed capacity of more than 1 GW.

==> picture [353 x 178] intentionally omitted <==

In 2017, China’s total wind power and newly installed wind power capacity ranked first, but the penetration of wind power was only 4.8% due to a high base; this was far lower than other leading countries. As for global wind power penetration, Denmark ranked first with 44%; Portugal, Ireland, and Germany

  • 58 -

exceeded 20%; while Spain, Sweden, and Cyprus reached 12%. China aims to increase the current penetration of wind power to 15% without taking power rationing for improvements or increasing power demand into account. This goal implies a shortage of 320 GW in installed capacity, twice the current installed capacity. Installed capacity will thus keep growing in the short term. It is expected that an installed capacity increase of about 90 GW will be seen from 2018 to 2020, with an annual growth of 20 to 30 GW.

In addition to the traditional regions with wind power advantages including China, Europe, and North America, new regions such as India, Latin America, and the Middle East and Africa (MEA) have constantly growing wind power markets. They have become the major driving force for the future global wind power market. Based on contracted projects signed by governments and major wind power generation suppliers, it is expected that the installed capacities of India and Latin America will respectively attain 7.0 GW and 7.1 GW in 2019, marking new highs in these regions.

Offshore Wind Power

Offshore wind power has been developing rapidly in recent years and is still growing constantly. The newly installed capacity of offshore wind power is expected to be 4 GW in 2018. In the decade following 2020, the average annual increase in installed capacity is expected to double to 9.5 GW. By 2030, the total global installed capacity of wind power is expected to be 129 GW. The growth is mainly driven by new markets including India, China, the US and Taiwan, and by reviving demand in already strong wind power markets like Denmark, Belgium, and the Netherlands. Due to the promising development of wind power in new markets, the annual market share of newly installed capacity in the European market may drop from 75% to below 50%.

==> picture [341 x 173] intentionally omitted <==

Solar Photovoltaic Market

Climate change is a common challenge faced by the international community today. Many governments have pushed hard to promote the green energy industry; among them is the solar energy industry. However, various global policy changes in 2018 brought a lot of uncertainty to the market and cast a shadow over solar energy industry development.

  • 59 -

China, the world’s largest installation market for solar photovoltaics, dropped a bombshell on May 31, 2018. In its newly released policy, not only was the subsidy cancelled for large power stations; Front-Runner projects and Poverty-Alleviation projects were also put under scrutiny. It created a panic within the industry. Research institutions estimate that China’s domestic market share will fall from 50% to about 40%.

==> picture [345 x 175] intentionally omitted <==

The industry as a whole also got caught in several trade disputes. In the US solar energy trade war with China, anti-dumping and anti-subsidy probes were launched in 2012 and 2015, and in 2018 there was the section 201 targeting batteries and modules and the section 301 targeting solar inverters. India also increased import tariffs to protect its own domestic industries.

In summary, even as the global wind power market is gearing up for a big year of development, global solar energy supply and market development has reached a plateau. Some countries have even begun to move towards “no subsidies” in solar energy policies. The days of 20% yearly growth seen between 2013 and 2017 are long gone. Regardless, both the wind power and solar energy supply chains are both facing the same challenges such as cost reduction and technical barriers. The global supply chain should take on a more cautious tone in capacity planning, as continuous expansion will likely result in operational troubles.

(4) Industrial Application

Semiconductor Equipment Market

Although semiconductor market shipments for electronic products have slowed down in recent years, this did not affect the current year’s (2018) semiconductor market growth. With a series of demand driven by applications such as the Internet of Things (IoT), artificial intelligence (AI) and the Internet of Vehicles (IoV), the semiconductor market has shown steady growth in 2017 and 2018. The International Semiconductor Industry Association (SEMI) estimates 10% growth, bringing the value to a record high $62.1 billion in 2018.

China’s semiconductor industry has strong government backing and has officially overtaken Taiwan in its 2019 semiconductor equipment purchase budget, now making it the second largest market only after South Korea. Taiwan has fallen to third place. However, amidst predictions of an economic

  • 60 -

slump in 2019, SEMI predicts that three regions will show positive growth: Taiwan, Japan, and North America. Taiwan’s annual sales estimate for 2018 is US$10.1 billion and is expected to grow to US$11.8 billion in 2019. A global economic growth slowdown, a China-US trade war, oversupply of RAM

==> picture [355 x 256] intentionally omitted <==

modules, and emerging market growth pains for the semiconductor industry are all having an impact. For these reasons, semiconductor industry demand over the next five to 10 years is expected mainly to come from the following eight areas: AI, IoT, 5G wireless communications, industry 4.0/Smart Machinery, Internet of Vehicles/Self-driving Vehicles, VR/AR, High-Performance Computing (HPC), Software and Internet Services. Among these, AI is an important field for future development. AI computing is highly dependent on semiconductors, and chip manufacturers should actively develop AI related chips and application platforms. In the future, 5G technology will also be a key in driving industry demand as it provides high-bandwidth, low-latency communication quality needed for device processing. SEMI estimates that the global semiconductor equipment market will grow by 20.7% in 2020 to reach yet another record of $71.9 billion.

Factory Automation Solutions and Robotics Market

The global industrial automation solutions market continues to grow as machines become highly automated. This is foreseen especially in light of increased industrial productivity, a strong global economy, and increased machinery production and labour costs. The market should grow from $155.26 billion in 2017 to an estimated $23.91 billion in 2023, for a compounded annual growth rate of 7.4%.

The five-year market forecast shows that the Asia-Pacific region will account for the largest proportion of the market. An ITIF survey shows that the use of robots in South Korea and Singapore ranks first in the world in 2018, followed by Thailand, China, and Taiwan. Driven by strong government subsidies, China’s robot adoption rate has been steadily increasing. It is estimated that in 2026,

  • 61 -

the industrial robot versus labour ratio will surpass all other countries globally. Specifically, China’s automobile industry plans the large-scale implementation of automated technology within the next five years. The top ten industrial robot users in China include companies such as Foxconn, Siasun, and Efort. Meanwhile, the adoption rate of robots in most countries of Europe and the Americas is slower than expected. Industrial robot usage in the United States and the United Kingdom is 49% and 68% lower than expected. In terms of usage, Asian markets still remain automation power users.

Among the factory automation solutions, industrial robots account for the majority and collabourative robots stand as the most developed type. Collabourative robots enjoy price advantages over traditional robots, take up less space, and are more agile. Combined with widespread of IoT applications and Smart Factories with A.I., Loup Ventures thus predicts that collabourative robots will account for 34% of total industrial robot sales by 2025, or about one-third of the industrial robot market.

(5) Communication

Smartphones

Markets for smartphones are now reaching a saturation point, both in developed countries and in China, which once supported rapid market expansion. In 2018, approximately 1.4 billion units shipped. After 2019, demand will gradually increase in the Southeast Asian, India, and African, driving the overall market. However, demand is not expected to grow significantly and the overall market size is expected to be around 1.41 billion units. As 5G is introduced in 2020, demand to change phones can drive the overall market size to approximately 1.44 billion units. This growth is expected to continue for several years until 2023, marking a growth rate of 20 to 30 million units annually. By 2023, the global smartphone shipment is expected to reach 1.52 billion units.

==> picture [345 x 174] intentionally omitted <==

  • 62 -

Smart Wearable Devices

==> picture [357 x 177] intentionally omitted <==

An overview of smart wearable devices shows that smartwatches and smart bracelets are the most mature in development. In recent years, development of smartwatch functions has gradually extended the product positioning to smartphone and health bracelet applications. This not only allows smartwatches to replace mobile phones in certain scenarios but also increases the practicality of their applications. Furthermore, the specifications and applications of smartwatches and bracelets are becoming closer, and the boundary between the two product positions is becoming gradually blurred.

An introduction of independent networking and medical/health functions in new products is beneficial to drive growth in overall shipments. In 2018, shipments of smart wearable devices worldwide was approximately 134 million, which showed 12% growth compared to 2017. Out of this, smartwatch shipments accounted for 54% and was the biggest segment of wearable devices shipped. By 2022, the annual global shipments of smart wearable devices are expected to reach 220 million units.

VR/AR HMD Devices

==> picture [354 x 169] intentionally omitted <==

Since the first VR consumer products came out in 2014, these devices have gained the attention of major ICT companies. Because many major companies launched commercialized VR HMD devices in 2016, that year was named the Year of VR. Currently, global VR/AR HMD market demand is still primarily based on VR, and AR HMD is expected to start showing significant growth in 2021 and

  • 63 -

achieve a market size of thousands of units. The main influencing factor is the increased investments in economical VR HMD by large companies, which lowers the overall VR HMD price. Integration of wireless transmission accessories eliminated the two major VR HMD obstacles, cable connections and high prices. However, AR HMD is still limited by incomplete hardware technology development and high prices (over US$700) and is not easily promoted in the consumer market. In 2018, total VR HMD and AR HMD shipment are expected to reach 12 million units, for 48% growth over 2017. By 2022, the market size could reach 69 million units.

d. Competition among main products

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

Company
Name
Main Products
Foxlink (2392) Manufacture, sale and support of connectors, cables,
batteries and power supply products for the
information, communication, automation equipment,
precision
machinery
and
consumer electronics
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: 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 prototype products.
  • 64 -
Year Results of R&D
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 have passed 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 collabouration 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.
2017~ 2018 1. Wisdom medicine cabinet control lines and adjustable
window light control lines.
2. Robotic arm control lines, electronic fireplace, and smart
grid assembly.
2018~Now 1. AIOT (Artificial Intelligence of Things)
2. Smart Heat pump water heater, display system of parking.

5.1.4. Long and short-term business development plan:

  1. Short-term business development plan:

  2. (1) Short-term business direction:

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

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

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

  3. (2) Important production and sales policies:

  4. 65 -

    • 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.

  5. Long-term business development plan:

  6. (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.

  7. (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.

  8. (3) Strategic alliance, mergers and acquisitions: SINBON 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:

Expressed in Thousands of NTD

Sales Region Sales Region FY 2017 FY 2017 FY 2018 FY 2018
Amount % Amount %
Domestic Sales 698,608
5.35

780,945

4.99
Export Sales U.S. 1,915,252
14.66

2,414,415

15.43
Europe 580,090
4.44

1,197,833

7.66
China 7,251,594
55.52

9,269,754

59.25
Other 2,615,895
20.03

1,982,306

12.67
Total 13,061,439
100.00

15,645,253

100.00
  • 66 -

5.2.2. Key product applications and production process:

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



1. Cable trimming
and stripping
2. Crimping
3. Assembly,
stamping
4. Inspection
5. Packaging
Energy products Manufacture and sale ofpower rectifier.
Wireless
communications
Mobile phone link cable, mobile phone connector, wireless antenna,
RFID.
Fiber
communications
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

5.2.3. Supply of key raw materials:

Material Name
Supplier
SupplyStatus
Connector Hirose, NDK Good, stable
Cable HONDA, HWATEK, CABLEPLUS 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:

Expressed in Thousands of NTD

FY 2017 FY 2017 FY 2017 FY 2018 FY 2018 FY 2018 FY 2019 Q1 FY 2019 Q1 FY 2019 Q1
Item Name Amount Proportion of
Net Sales for
the Year (%)

Relationship
to Publisher

Name
Amount Proportion
of Net Sales
for Year (%)
Relationship
to Publisher

Name
Amount Proportion of
Net Sales as of
Preceding
Quarter this
Year
Relatio
nship
to
Publish
er
1 Customer A 619,455
4.74

None
Customer C 694,236
4.44

None
Customer A 288,086
7.19
None
2 Customer B 600,375
4.60

None
Customer A 606,200
3.88

None
Customer C 178,683
4.46
None
3 Customer C 485,568
3.72

None
Customer B 438,671
2.80

None
Customer D 156,026
3.89
None
4 Others 11,356,041
86.94

-
Others 13,906,146
88.88

-
Others 3,386,248 84.46
-
Net Sales 13,061,439 100.00
-
Net Sales 15,645,253 100.00
-
Net Sales 4,009,043 100.00
-

Reason for Change: Increase in Customer C sales was due to increase in customer demand.

  • 67 -

2. Suppliers:

Expressed in Thousands of NTD

Expressed in Thousands of NTD Expressed in Thousands of NTD Expressed in Thousands of NTD
FY 2017 FY 2018 FY 2019 Q1
Item Name Amount Proportio
n of Net
Purchases
for the
Year(%)
Relations
hip to
Publisher

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

Relations
hip to
Publisher

Name
Amount Proportion of
Net Purchases
as of Preceding
Quarter this
Year
Relations
hip to
Publisher
1 Supplier A 1,336,784
15.20
None Supplier A 1,321,315
12.63

None
Supplier A 251,852
9.38

None
2 Supplier B 1,001,832
11.39
None Supplier B 1,179,175
11.27

None
Supplier B 248,221
9.25

None
3 Others 6,457,256
73.41
- Other 7,962,857
76.10

-
Other 2,183,577
81.37

-
Net
Purchases
8,795,872
100.00
- Net
Purchases
10,463,347
100.00

-
Net
Purchases
2,683,650
100.00

-

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

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

Unit: 1000 pcs; Expressed in Thousands of NTD

Year
By major
product (or by
department)
Production
Quality
2017 2017 2018 2018
Production
Capacity
Production
Output
Production
Value
Production
Capacity
Production
Output
Production
Value
Cable
Assembly
- 148,640
8,108,676

-
125,475
9,616,698
Connector - 116,353
502,861

-
149,817
700,840
Other - - - -
Total - 264,993
8,611,537

-
275,292
10,317,538

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.

5.2.6. Production and sales in the last two years:

Unit: 1,000 pcs; Expressed in Thousands of NTD

Unit: 1,000pcs;Expressed in Thousands of NTD Unit: 1,000pcs;Expressed in Thousands of NTD Unit: 1,000pcs;Expressed in Thousands of NTD Unit: 1,000pcs;Expressed in Thousands of NTD
Year
By major
product (or by
department)
Production
Quality
2017 2018
Domestic Sales Export Sales Domestic Sales Export Sales
Quantity Value Quantity Value Quantity Value Quantity Value
Cable
6,157
456,260
108,933
8,074,162

5,346
566,614
101,755
10,784,793
Connector 66,317
234,893
1,173,259
4,156,734

65,697
205,567
1,250,466

3,912,713
Others 981
7,455
17,358
131,935

406
8,764
7,732

166,802
Total 73,455
698,608
1,299,550 12,362,831
71,449
780,945
1,359,953
14,864,308
  • 68 -

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 2017 2018 As of
March 31,2019
No. of
Employees
Direct employee 3,033
3,075

3,109
Indirect employee 1,779
2,038

2,051
Total 4,812
5,113

5,160
Average Age 30.12
28.99

30.84
Average Seniority 3.52
3.22

3.16
Distribution of Academic
Background
Post-Graduate 0.04%
0.02%

0.02%
Graduate 2.06%
1.86%

1.78%
College/University 23.32%
24.88%

24.90%
High School 32.23%
32.62%

28.10%
Below High School 42.35%
40.62%

45.20%
Total 100.00%
100.00%

100.00%

5.4. Environmental expenditure:

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

(2) Future response strategies and potential costs:

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

  2. The cooling water used in chillers used by the factory during production is recycled. The cooling water is channelled 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 of 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. 69 -

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

  • Group insurance:

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

  • Regular employee health exams:

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

  • 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 labour communications and harmony.

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

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

  7. F. Hospitalization, treatment and disaster assistance.

  8. G. Employee in-service education scholarships.

  9. H. Hosting of professional workshops at different times.

  10. Employee retirement scheme:

The Company and its domestic subsidiaries adopt a defined contribution plan in accordance with the Labour Pension Act of the R.O.C. Under the Labour 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. Pension expenses under the defined contribution plan for the years ended 31 December 2018 and 2017 were NT$28,514 thousand and NT$32,395 thousand, respectively.

  • 70 -

The Ministry of Labour is in charge of establishing and implementing the fund utilization plan in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labour 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 Labour 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$4,560 thousand to its defined benefit plan during the 12 months beginning after 31 December 2018.

  1. Free parking:

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

  3. Some leave regulations that better than the Labour Standards Act:

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

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

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

(2) Losses due to labour 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 StartingDate Summary Restrictions
Supplier Contract G 2018.1.1~
2020.12.31
To be customer G’s medical &
green energy products supplier.
None
Confidentiality
Agreement
N 2017.3.13~
2020.3.13
Our Company is an OEM contractor
for Company N, a large foreign
medical company. A confidentiality
agreement was signed to protect
Company N's R&D info and our
production know-how.

None
  • 71 -
Type of Contract Party StartingDate Summary Restrictions
Supplier Contract P 2017.08.22~
Contract end date
Co-developing moulds with
company P, signed the contract to
ensure that our intellectual
property rights and the right to
use.
None
Agency
Agreement
C 2015.7.15 ~ To be an agent for selling products
of companyC.
None
MOU E 2016.11.18~ We help company E to create more
production and E shall promise
purchasequantity.
None
Supplier Contract A 2018.1.25 Supplycontract with companyA. None
Commission
Contract
P 2017.12.26 Commission contract with
companyP.
None
Design Contract M 2017.8.18 Co-developing products with
companyM.
None
Supplier Contract Q 2015.3 Products supplyto company Q. None
Manufacture
Contract
R 2018.03.22 Manufacturing products for
companyR.
None
  • 72 -

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)

Expressed in Thousands of NTD Expressed in Thousands of NTD Expressed in Thousands of NTD Expressed in Thousands of NTD Expressed in Thousands of NTD Expressed in Thousands of NTD
Year
Item
Five-Years Financial Information Financial data of
ending date in
the current year
on 31 Mar. 2019
(Reviewed Only)
2014
(Audited)
2015
(Audited)
2016
(Audited)
2017
(Audited)
2018
(Audited)
Current assets 7,949,062 8,530,755 8,807,101
9,716,118
11,361,548
11,575,568
Fixed assets 1,539,336 1,507,537 1,339,108
1,486,310
1,854,001
2,070,154
Intangible assets 9,150
9,551

10,156

59,529

94,820

97,825
Other assets 158,299
135,100

160,654

310,123

177,400

190,710
Total assets 10,486,831 11,113,671 11,082,844 12,519,477 14,201,536
14,756,190
Current
liabilities
Before
distribution
4,795,863 5,115,795 5,045,793
5,473,028
6,981,572
6,772,571
After
distribution
5,377,342 5,791,225 5,834,749
6,374,692

Not yet
Not yet
Non-Current liabilities 606,852
359,820

257,620

750,193

423,332

481,777
Total
liabilities
Before
distribution
5,402,715 5,475,615 5,303,413
6,223,221
7,404,904
7,254,348
After
distribution
5,984,194 6,151,045 6,092,369
7,124,885

Not yet

Not yet
Equity Attributable to
theparent company
5,019,057 5,583,341 5,732,732
6,084,637
6,572,643
7,230,481
Capital stock 2,076,709 2,176,454 2,254,162
2,254,162
2,266,954
2,290,745
Capital surplus 746,795
890,644

858,462

830,265

904,086

1,042,110
Retained
earnings
Before
distribution
1,936,291 2,325,815 2,801,132
3,233,651
3,743,536
4,108,405
After
distribution
1,354,812 1,650,385 2,012,176
2,331,987

Not yet

Not yet
Other Equities 259,262
190,428

(181,024)
(233,441)
(341,933)
(210,779)
TreasuryStocks -
-

-

-

-

-
Non-controlling
interests
65,059
54,715

46,699

211,619

223,989

271,361
Total
equity
Before
distribution
5,084,116 5,638,056 5,779,431
6,296,256
6,796,632
7,501,842
After
distribution
4,502,637 5,056,577 4,990,475
5,394,592

Not yet

Not yet
  • 73 -

Condensed Balance Sheet (IFRS and Parent only)

Expressed in Thousands of NTD Expressed in Thousands of NTD Expressed in Thousands of NTD Expressed in Thousands of NTD Expressed in Thousands of NTD Expressed in Thousands of NTD

Year
Item
Five-Years Financial Information Financial data of
ending date in the
current year on 31
Mar. 20191
2014
(Audited)
2015
(Audited)
2016
(Audited)
2017
(Audited)
2018
(Audited)
Current assets 2,157,908 2,388,388 2,864,101 3,137,049 2,840,557
N.A.
Fixed assets 283,533
291,858

288,352

277,238

518,658

N.A.
Intangible assets -
-

-

-

-

N.A.
Other assets 22,754
14,420

14,748

155,386

24,773

N.A.
Total assets 7,963,782 8,785,123 8,871,822 9,807,235 10,126,114
N.A.
Current
liabilities
Before
distribution
2,369,698 2,865,831 2,916,389 3,014,416 3,276,402
N.A.
After
distribution
2,951,177 3,541,261 3,705,345 3,916,080
Not yet

N.A.
Non-Current
liabilities
575,027
335,951

222,701

708,182

277,069

N.A.
Total
liabilities
Before
distribution
2,944,725 3,201,782 3,139,090 3,722,598 3,553,471
N.A.
After
distribution
3,526,204 3,877,212 3,928,046 4,624,262
Not yet

N.A.
Equity Attributable
to the parent
company
5,019,057 5,583,341 5,732,732 6,084,637 6,572,643
N.A.
Capital stock 2,076,709 2,176,454 2,254,162 2,254,162 2,266,954
N.A.
Capital surplus 746,795
890,644

858,462

830,265

904,086

N.A.
Retained
earnings
Before
distribution
1,936,291 2,325,815 2,801,132 3,233,651 3,743,536
N.A.
After
distribution
1,354,812 1,650,385 2,012,176 2,331,987
Not yet

N.A.
Other Equities 259,262
190,428

(181,024)

(233,441)

(341,933)

N.A.
Treasury Stocks -
-

-

-

-

N.A.
Non-controlling
interests
-
-

-

-

-

N.A.
Total
equity
Before
distribution
5,019,057 5,583,341 5,732,732 6,084,637 6,572,643
N.A.
After
distribution
4,437,578
4,907,911
4,943,776 5,182,973
Not yet

N.A.
~~1~~ Parent Company’s Reports by yearly.
  • 74 -

Condensed Statement of Comprehensive Income (IFRS and Consolidated)

Expressed in Thousands of NTD Expressed in Thousands of NTD Expressed in Thousands of NTD Expressed in Thousands of NTD Expressed in Thousands of NTD Expressed in Thousands of NTD Expressed in Thousands of NTD

Year
Item
Five-Years Financial Information Financial data of
ending date in the
current year on
31 Mar. 2019
(Reviewed Only)
2014
(Audited)
2015
(Audited)
2016
(Audited)
2017
(Audited)
2018
(Audited)
Operating revenue 11,642,719 12,111,258 12,925,843 13,061,439 15,645,253 4,009,043
Gross profit 2,530,400 2,722,157 3,209,102 3,280,351 3,919,945
1,031,046
Income from
operations
950,590 1,066,789 1,418,204 1,393,146 1,631,689
435,040
Non-operating income
and expenses

92,932

303,220

178,840

226,398

288,379

45,614
Net income
before tax
1,043,522 1,370,009 1,597,044 1,619,544 1,920,068
480,654
Income from
operations of
continued
segments-after tax
774,947
954,103
1,161,735 1,224,088 1,371,529
349,967
Income or Loss from
discontinued
departments
-
-

-

-

-

-
Net income(loss) 774,947 954,103 1,161,735 1,224,088 1,371,529 349,967
Other
comprehensive
income/loss (Net of
tax)
163,618
(65,277)

(378,233)

(64,127)

25,083

130,028
Total other
comprehensive
income (loss), net of
tax
938,565
888,826

783,502
1,159,961 1,396,612
479,995
Net income
attributable to
stockholders of the
parent
793,752
970,195
1,157,386 1,226,471 1,413,477
364,869
Net income
attributable to
non-controlling
interests
(18,805)
(16,092)

4,349

(2,383)

(41,948)

(14,902)
Comprehensive
income (loss)
attributable to
stockholders of the
parent
954,303
902,169

779,295
1,169,058 1,441,241
496,023
Comprehensive
income (loss)
attributable to
non-controlling
interests
(15,738)
(13,343)

4,207

(9,097)

(44,629)

(16,028)
Earningsper share 3.82
4.39

5.15

5.44

6.26

1.60
  • 75 -

Condensed Statement of Comprehensive Income (IFRS and Parent)

Expressed in Thousands of NTD Expressed in Thousands of NTD Expressed in Thousands of NTD Expressed in Thousands of NTD Expressed in Thousands of NTD Expressed in Thousands of NTD Expressed in Thousands of NTD

Year
Item
Five-Year Financial Information Financial data of
ending date in the
current year on
31 Mar. 20191
2014
(Audited)
2015
(Audited)
2016
(Audited)
2017
(Audited)
2018
(Audited)
Operating revenue 3,946,131 4,363,053 4,640,558 4,812,279 5,035,927
N.A.
Gross profit 814,569
929,588
1,131,605 1,217,761 1,285,215
N.A.
Income from
operations
272,749
277,470

415,424

530,700

471,163

N.A.
Non-operating income
and expenses

667,406

867,947

894,290

837,031
1,174,503
N.A.
Net income
before tax
940,155 1,145,417 1,309,714 1,367,731 1,645,666
N.A.
Income from
operations of
continued
segments-after tax
793,752
970,195
1,157,386 1,226,471 1,413,477
N.A.
Income or Loss from
discontinued
departments
-
-

-

-

-

N.A.
Net income(loss) 793,752
970,195
1,157,386 1,226,471 1,413,477
N.A.
Other
comprehensive
income/loss (Net of
tax)
160,551
(68,026)

(378,091)

(57,413)

27,764

N.A.
Total other
comprehensive
income (loss), net of
tax
954,303
902,169

779,295
1,169,058 1,441,241
N.A.
Net income
attributable to
stockholders of the
parent
-
-

-

-

-

N.A.
Net income
attributable to
non-controlling
interests
-
-

-

-

-

N.A.
Comprehensive
income (loss)
attributable to
stockholders of the
parent
-
-

-

-

-

N.A.
Comprehensive
income (loss)
attributable to
non-controlling
interests
-
-

-

-

-

N.A.
Earningsper share 3.82
4.39

5.15

5.44

6.26

N.A.

1 Parent Company’s Reports by yearly.

  • 76 -

6.1.2. Last 5 years Auditors’ Opinions:

Year CPA Firm CPA's Name AuditingOpinion
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
2017 Ernst & Young Huang, Tzu-Ping
Lin,Hong-Kuang
Unqualified
2018 Ernst & Young Huang, Tzu-Ping
Lin,Hong-Kuang
Unqualified

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 the current
year on 31 Mar.
2019
(Reviewed Only)
2014
(Audited)
2015
(Audited)
2016
(Audited)
2017
(Audited)
2018
(Audited)
Financial
structure
(%)
Ratio of liabilities to
assets
51.52 49.27 47.85 49.71
52.14

49.16
The ratio of long-term
capital to fixed assets
349.93 374.29 432.88 456.18
367.01

362.80
Solvency
(%)
Current ratio 165.75 166.75 174.54 177.53
162.74

170.92
Quick ratio 121.24 122.32 130.9 125.04
108.69

112.95
Times interest earned
ratio
26.71 36.81 57.74 55.41
45.27

42.14
Operating
ability
Accounts receivable
turnover(turns)
3.76 3.93 4.14 3.81
3.83

3.48
Average collection
period
97 92 88 95
95

105
Inventory turnover
(turns)
4.93 4.39 4.38 3.94
3.64

3.18
Accounts payable
turnover(turns)
4.78 4.62 4.57 4.01
4.01

4.09
Average days in sales 74 83 83 92
100

115
Fixed assets turnover
(turns)
7.53 7.95 9.08 9.25
9.37

8.17
Total assets turnover
(turns)
1.17 1.12 1.16 1.11
1.17

1.11
  • 77 -
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 the current
year on 31 Mar.
2019
(Reviewed Only)
2014
(Audited)
2015
(Audited)
2016
(Audited)
2017
(Audited)
2018
(Audited)
Profitabili-
ty
Return on total assets
(%)
8.14 9.13 10.68 10.58
10.53

2.48
Return on stockholders'
equity (%)
15.92 17.80 20.35 20.27
20.95

4.90
Pre-tax income to issued
capital(%)
50.25 62.95 70.85 71.85
84.7

20.98
Profit ratio (%) 6.66 7.88 8.99 9.37
8.77

8.73
Earnings per share ($) 3.82 4.39 5.15 5.44
6.26

1.6
Cash flow Cash flow ratio (%) 12.84 28.40 24.12 14.11
4.92

(3.31)
Cash flow adequacy ratio
(%)

95.85
118.46 148.43 114.45
78.45

56.64
Cash reinvestment ratio
(%)
1.40 12.12 7.49 (0.74)
(6.54)

(2.41)
Operating leverage 2.69 2.53 2.21 2.28
2.31

2.29
Leverage Financial leverage 1.04 1.04 1.02 1.02
1.03

1.03
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 the
current year
on 31 Mar.
20191
2014
(Audited)
2015
(Audited)
2016
(Audited)
2017
(Audited)
2018
(Audited)
Financial
structure
(%)
Ratio of liabilities to assets 36.98 36.45 35.38 37.96
35.09

N.A.
Ratio of long-term capital to
fixed assets
1,770.18 1,913.03 1,988.1 2,369.28
1,267.24

N.A.
Solvency (%) Current ratio 91.06 83.34 98.21 104.07
86.7

N.A.

Quick ratio
75.60 71.74 86.34 85.38
67.2

N.A.
Times interest earned ratio 45.73 74.89 101.23 87.31
91.84

N.A.
Operating
ability
Accounts receivable turnover
(turns)
3.72 3.84 4.2 4.4
4.65

N.A.
Average collection period 98 95 87 83
78

N.A.
Inventory turnover (turns) 9.48 9.83 10.34 7.76
6.16

N.A.
Accounts payable turnover
(turns)
3.82 3.81 3.95 3.9
4.06

N.A.
Average days in sales 39 37 35 47
59

N.A.
Fixed assets turnover (turns) 14.35 15.17 16.00 17.02
12.65

N.A.
Total assets turnover (turns) 0.53 0.52 0.53 0.52
0.51

N.A.
  • 78 -
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 the
current year
on 31 Mar.
20191
2014
(Audited)
2015
(Audited)
2016
(Audited)
2017
(Audited)
2018
(Audited)
Profitabili-ty Return on total assets (%) 10.81 11.74 13.23 13.27
14.33

N.A.
Return on stockholders'
equity (%)
16.55 18.30 20.46 20.76
22.33

N.A.

Pre-tax income to issued
capital (%)
45.27 52.63 58.1 60.68
72.59

N.A.
Profit ratio (%) 20.11 22.24 24.94 25.49
28.07

N.A.
Earnings per share ($) 3.82 4.39 5.15 5.44
6.26

N.A.
Cash flow Cash flow ratio (%) 6.90 15.52 14.83 6.06
5.53

N.A.
Cash flow adequacy ratio (%) 35.17 43.11 40.04 39.76
30.32

N.A.
Cash reinvestment ratio (%) (6.17) (2.24) (3.95) (9.30) (10.18) N.A.
Operating leverage 2.85 2.86 2.41 2.09
2.45

N.A.
Leverage Financial leverage 1.08 1.06 1.03 1.03
1.04

N.A.

1 Parent Company’s Reports by yearly.

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

AUDIT COMMITTEE REVIEW REPORT

The Board of Directors has prepared the Company’s 2018 Financial Statements. The CPA firm of Ernst & Young, by CPA Huang, Tzu-Ping and Lin, Hong-Kuang, was retained to audit the Company’s Financial Statements and has issued an audited report relating to the Financial Statements. The Financial Statements have been reviewed and determined to be correct and accurate by the Audit Committee members of SINBON. According to relevant requirements of the Securities and Exchange Act and the Company Law, we hereby submit this report.

Chairman of the Audit Committee:

Chi-Lin Wei 19 April 2018

  • 79 -

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

Independent Auditors’ Report

To SINBON Electronics Co., Ltd.

We have audited the accompanying consolidated balance sheets of SINBON Electronics Co., Ltd. and its subsidiaries (the “Group”) as of 31 December 2018, and 2017, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended 31 December 2018 and 2017, and notes to the consolidated financial statements, including the summary of significant accounting policies (together “the consolidated financial statements”).

In our opinion, based on our audits and the reports of other auditors (please refer to the Other Metter – Making Reference to the Audits of Component Auditors section of our report), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Group as of 31 December 2018 and 2017, and its consolidated financial performance and cash flows for the years ended 31 December 2018 and 2017, 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 Group 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 auditors, 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 2018 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.

  • 80 -

1. Valuation for inventories

As of 31 December 2018, the Group’s net inventories amounted to NT$3,527,954 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, understanding and testing 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 31 December 2018, gross accounts receivable and loss allowance by the Group amounted to NT$4,152,916 thousand and NT$27,655 thousand, respectively. Net accounts receivable accounted for 29% of consolidated total assets, which was considered material in the consolidated statements. Since the loss allowance of account receivables is measured by the expected credit loss for the duration of the account receivables, it is necessary to divide account receivables into groups in the process of measurement and analyze the application of related assumptions, including appropriate aging intervals, their respective loss rate, and consideration of the forward-looking information. As the measurement of expected credit loss involves making judgment, analysis and estimates, and the result will affect the net account receivable, we therefore determined this a key audit mater.

Our audit procedures included, but not limited to, analyzing the appropriateness of the grouping of account receivables and confirming whether customers with significantly different credit loss types are grouped by similar risk characteristics. Sinbon Electronics Co., Ltd. and its subsidiaries are tested by provision matrix, including evaluating the appropriateness of the aging intervals and the accuracy of the basic data by reviewing the original certificates; testing the related statistics information of loss rate based on the rolling rate within one year, including the average loss rate and standard deviation; considering the reasonableness of the forward-looking information which takes into account loss rate, such as economic growth rate and unemployment rate; assessing whether such forward-looking information affected the loss rate. We also assessed the adequacy of disclosures of financial assets. Please refer to Notes 5 and 6 to the Group’s consolidate financial statements.

  • 81 -

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$1,991,440 thousand and NT$1,924,399 thousand, constituting 14% and 15% of consolidated total assets as of 31 December 2018 and 2017, respectively, and total operating revenues of NT$2,721,718 thousand and NT$2,624,634 thousand, constituting 17% and 20% of consolidated operating revenues for the years ended 31 December 2018 and 2017, 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$321,922 thousand and NT$326,568 thousand, representing 2% and 3% of consolidated total assets as of 31 December 2018 and 2017, respectively. The related shares of profits from the associates and joint ventures under the equity method amounted to NT$63,268 thousand and NT$52,286 thousand, both representing 3% of the consolidated net income before tax for the years ended 31 December 2018 and 2017, respectively, and the related shares of other comprehensive income from the associates and joint ventures under the equity method amounted to NT$(2,107) thousand and NT$13,964 thousand, representing (8)% and (22)% of the consolidated other comprehensive income for the years ended 31 December 2018 and 2017, 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 assessing the ability to continue as a going concern of the Group, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group 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 Group.

==> picture [419 x 57] intentionally omitted <==

  • 82 -

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 Group.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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 Group. 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 Group to cease to continue as a going concern.

  5. 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.

  6. 83 -

  7. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group 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 2018 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 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 31 December 2018 and 2017.

/s/Huang, Tzu Ping

/s/Lin, Hung Kang

Ernst & Young, Taiwan

14 March 2019

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.

  • 84 -

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

31 December 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

Assets
Current assets
Cash and cash equivalents
Financial assets at fair value through profit or loss, current
Available-for-sale financial assets, 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
Financial assets at fair value through other comprehensive
income, noncurrent
Notes As of31 December As of31 December
$2,625,021
171,099
-
468,086
4,125,261
182,290
3,527,954
245,042
16,795
11,361,548
276,727
-
-
354,103
1,854,001
94,820
82,937
177,400
2,839,988
2018
2017
4,6(1)
4,6(2)
12
4,6(3)
4,6(4),7
7
4,6(5)
4,6(6)
4,6(7)
4,6(8)
4,6(9)
4,6(10)
4,6(23)
4,6(11)
$3,125,187
61,630
5,730
389,800
3,085,120
168,627
2,692,294
180,179
7,551
9,716,118
-
132,170
369,608
373,871
1,486,310
59,529
71,748
310,123
2,803,359

Total assets

$14,201,536 $12,519,477

(Continued)

-85-

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

CONSOLIDATED BALANCE SHEETS(Continued)

31 December 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

Liabilities and Equity Notes As of31 December As of31 December
$1,804,995
-
328,405
210,226
3,127,462
875,407
192,591
404,554
2,395
35,537
6,981,572
-
-
7,646
298,241
15,505
88,510
13,430
423,332
7,404,904
2,257,273
9,681
2,266,954
904,086
966,802
233,441
2,543,293
3,743,536
(333,087)
(8,846)
-
(341,933)
223,989
6,796,632
$14,201,536
2018
2017
Current liabilities
Short-term loans
Financial liabilities at fair value through profit or loss, current
Contract liabilities, 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
Financial liabilities at fair value through profit or loss, noncurrent
Bonds payable
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
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
Unrealized gains or losses measured at fair value through other
comprehensive income
4,6(12)
4,6(13)
4,6(18)
7
4,6(14)
4,6(14)
4
4,6(23)
4,6(15)
4,6(16)
6(17)
6(17)
4
4,6(17)
$1,594,624
44,427
-
110,111
2,610,847
783,172
149,796
-
-
180,051
5,473,028
300
483,621
-
160,718
16,256
89,296
2
750,193
6,223,221
2,254,162
-
2,254,162
830,265
844,155
181,024
2,208,472
3,233,651
(251,893)
-
18,452
(233,441)
211,619
6,296,256
$12,519,477

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

-86-

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 31 December 2018 and 2017

(Expressed in Thousands of 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
Expected credit loss
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
Remeasurements of defined benefit plans
Unrealized gains on equity instruments measured at fair value
through other comprehensive income
Unrealized gains on equity instruments method at fair value
through other comprehensive income of associates and joint ventures
Income tax related to items that may not be reclassified subsequently
Exchange differences on translation of foreign operations
Unrealized gains 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
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 31 December For theyears ended 31 December
$15,645,253
(11,725,308)
3,919,945
(850,762)
(853,495)
(582,938)
(1,061)
(2,288,256)
1,631,689
126,093
159,837
(43,371)
45,820
288,379
1,920,068
(548,539)
1,371,529
(1,170)
110,611
(2,107)
1,624
(106,632)
-
-
22,757
25,083
$1,396,612
$1,413,477
(41,948)
$1,371,529
$1,441,241
(44,629)
$1,396,612
$6.26
$6.10
2018
2017
4,6(18)
6(5,20),7
6(20),7
6(19)
6(21)
4,6(9)
4,6(23)
6(22)
4,6(24)
4,6(24)
$13,061,439
(9,781,088)
3,280,351
(717,699)
(702,769)
(466,737)
-
(1,887,205)
1,393,146
227,467
(17,025)
(29,768)
45,724
226,398
1,619,544
(395,456)
1,224,088
(6,019)
-
-
1,023
(120,217)
28,973
13,964
18,149
(64,127)
$1,159,961
$1,226,471
(2,383)
$1,224,088
$1,169,058
(9,097)
$1,159,961
$5.44
$5.36

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

-87-

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 31 December 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

Appropriation and distribution of 2016 retained earnings
Legal reserve
Special reserve
Cash dividends
Change in Other additional paid-in capital
Embedded conversion options derrived from convertible bonds
Share of changes in net assets of associates and joint ventures
accounted for using the equity method
Additional paid-in capital at cash dividends
Net income in 2017
Other comprehensive income (loss), net of tax in 2017
Total comprehensive income (loss)
Increase in non-controlling interests
Bonds converted to stock
Impact of retroactive applications
Adjusted balance as of 1 Janurary 2018
Appropriation and distribution of 2017 retained earnings
Legal reserve
Special reserve
Cash dividends
Other changes in additional paid-in capital
From differences between equity purchase price and carrying
amount
arising from actual acquisition or disposal of subsidiaries
Net income in 2018
Other comprehensive income (loss), net of tax in 2018
Total comprehensive income (loss)
Increase in non-controlling interests
Disposal of financial assets at fair value through other comprehensive
Bonds converted to stock
Balance as of 1 January 2017
Balance as of 31 December 2017
Balance as of 1 January 2018
Balance as of 31 December 2018
Equity Attribu table to the paren t company Non-
Controlling
Interests
Total Equity
Cap ital Additional
Paid-in
Capital
Retained earni ngs O ther components of equ ity Total
Common
stock
Certificates
of Bond-to-
Stock
Conversion
Legal
Reserve
Special
Reserve
Unappropriate
d Earnings
Exchange
Differences on
Translation of
Foreign
Operations
Unrealized gains
(losses) on equity
instruments
measured at fair
value through other
comprehensive
income
Gain(losses)
Unrealized Gains
or Losses on
Available-For-
Sale Financial
Assets
$2,246,068 $8,094 $858,462
14,652
2,235
(45,084)
$728,416
115,739
$134,446
46,578
$1,938,270
(115,739)
(46,578)
(788,956)
1,226,471
(4,996)
$(156,539)
(95,354)
$ - $(24,485)
42,937
$5,732,732
-
-
(788,956)
14,652
2,235
(45,084)
1,226,471
(57,413)
$46,699
1,231
(2,383)
(6,714)
$5,779,431
-
-
(788,956)
14,652
3,466
(45,084)
1,224,088
(64,127)
- - - - - 1,221,475 (95,354) - 42,937 1,169,058 (9,097) 1,159,961
8,094 (8,094) - 172,786 172,786
-
$2,254,162 $ - $830,265 $844,155 $181,024 $2,208,472 $(251,893) $ - $18,452 $6,084,637 $211,619 $6,296,256
$2,254,162 $ - $830,265 $844,155 $181,024 $2,208,472
825
$(251,893) $ -
(120,557)
$18,452
(18,452)
$6,084,637
(138,184)
$211,619 $6,296,256
(138,184)
2,254,162 - 830,265
(87)
844,155
122,647
181,024
52,417
2,209,297
(122,647)
(52,417)
(901,664)
1,413,477
454
(251,893)
(81,194)
(120,557)
108,504
-
-
5,946,453
-
-
(901,664)
(87)
1,413,477
27,764
211,619
(41,948)
(2,681)
6,158,072
-
-
(901,664)
(87)
1,371,529
25,083
- - - - - 1,413,931 (81,194) 108,504 - 1,441,241 (44,629) 1,396,612
income
3,111
9,681 73,908 (3,207) 3,207 -
86,700
56,999 56,999
-
86,700
$2,257,273 $9,681 $904,086 $966,802 $233,441 $2,543,293 $(333,087) $(8,846) $ - $6,572,643 $223,989 $6,796,632

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

-88-

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 31 December 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

For theyears ended 31 December For theyears ended 31 December
2018 2017
Cash flows from operating activities:
Net income before tax $1,920,068 $1,619,544
Adjustments to reconcile net income before tax to net cash provided by operating activities:
Income and expense adjustments:
Depreciation 160,428 147,453
Amortization 45,134 38,459
Interest expense 43,371 29,768
Interest income (11,454) (11,801)
Dividends income (18,117) (17,270)
Share of profit of associates and joint ventures (45,820) (45,724)
Loss on disposal of property, plant and equipment 4,626 6,450
Expected credit losses 1,061 -
Bad debt expenses - 23,225
Loss on disposal of investments - 4,110
Gain of financial assets/ liabilities at fair value through profit or loss (83,677) (21,502)
Changes in operating assets and liabilities:
Proceeds from disposal of financial asset for trading - 7,496
Acquisition of for trading financial asset - (10,836)
(Increase) Decrease in notes receivable (78,286) 62,751
Increase in accounts receivable (1,041,908) (210,486)
Increase in other receivables (14,743) (35,743)
Increase in inventories, net (835,660) (547,133)
Increase in prepayments (64,863) (83,463)
(Increase) Decrease in other current assets (9,244) 27,650
Increase in other noncurrent assets (157,011) (193,092)
Increase in notes payable 100,115 69,718
Increase in accounts payable 516,615 313,965
Increase in contract liability 328,405 -
Increase (Decrease) in other payables 92,187 (27,439)
(Decrease) Increase in other current liabilities (144,514) 70,208
Decrease in accrued pension liabilities (1,956) (77)
Cash generated from operations 704,757 1,216,231
Interest received 11,414 11,874
Dividend received 18,117 17,270
Interest paid (35,669) (23,128)
Income tax paid (355,029) (449,925)
Net cash provided by operating activities 343,590 772,322

(Continued)

-89-

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 31 December 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

For theyears ended 31 December For theyears ended 31 December
2018 2017
Cash flows from investing activities:
Net cash outflow from disposal of subsidiaries (Note 6.(26)) $ - $(11,956)
Net cash outflow from acquisition of subsidiaries (Note 6(25)) - (84,469)
Acquisition of property, plant and equipment (327,317) (124,921)
Proceeds from disposal of property, plant and equipment 9,599 1,985
Increase in other intangible assets (8,291) (3,325)
Dividends received from investee company 45,602 43,298
Acquisition of financial assets at fair value through other comprehensive income (646) -
Proceeds from disposal of financial assets at fair value through other comprehensive inc 189,004 -
Decrease in financial assets at fair value through other comprehensive income 7,199 -
Proceeds from disposal of financial assets at fair value through profit or loss 10,762 -
Acquisition of financial assets at fair value through profit or loss (75,572) -
Decrease in financial assets measured at cost - 12,713
Disposal of financial assets measured at cost - 59,202
Acqusition of financial assets measured at cost - (240,443)
Acquisition of investments accounted for under the equity method (1,230) (25,004)
Decrease in investments accounted for under the equity method 17,600 40,000
Acquisition of available-for-sale financial assets - (5,730)
Proceeds from disposal of available-for-sale financial assets - 430
Acquisition of non-controlling interests (1,426) -
Net cash used in investing activities (134,716) (338,220)
Cash flows from financing activities:
Increase in short-term loans 210,371 2,307
Increase (Decrease) in long-term loans (include current portion) 10,041 (5,162)
Cash dividends (901,664) (834,040)
Proceeds from bonds issued - 500,000
Decrease in long-term deferred revenue (377) (373)
Increase in deposits received 13,428 -
Iecrease in non-controlling interests 32,458 -
Net cash used in financing activities (635,743) (337,268)
Effect of exchange rate changes on cash and cash equivalents (73,297) (101,947)
Net decrease in cash and cash equivalents (500,166) (5,113)
Cash and cash equivalents at beginning of period 3,125,187 3,130,300
Cash and cash equivalents at end of period $2,625,021 $3,125,187

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

-90-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended 31 December 2018 and 2017

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

1. History and organization

SINBON Electronics Co., Ltd. (the Company) 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 the Company and its subsidiaries (the Group) were authorized for issue in accordance with a resolution of the Board of Directors’ meeting on 14 March 2019.

3. Newly issued or revised standards and interpretations

  • (1) Changes in accounting policies resulting from applying for the first time certain standards and amendments

The Group applied for the first time International Financial Reporting Standards, International Accounting Standards, and Interpretations issued, revised or amended which are endorsed by Financial Supervisory Commission (“FSC”) and become effective for annual periods beginning on or after 1 January 2018. The nature and the impact of each new standard and amendment that has a material effect on the Group is described below:

  • (a) IFRS 15“Revenue from Contracts with Customers” (including Amendments to IFRS 15 “Clarifications to IFRS 15 Revenue from Contracts with Customers”)

IFRS 15 replaces IAS 11 Construction Contracts , IAS 18 Revenue and related interpretations. In accordance with the transition provision in IFRS 15, the Group elected to recognize the cumulative effect of initially applying IFRS 15 at the date of initial application (1 January 2018). The Group also elected to apply this standard retrospectively only to contracts that are not completed contracts at the date of initial application.

91

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

The Group’s principal activities consist of the sale of goods and rendering of services. The impacts arising from the adoption of IFRS 15 on the Group are summarized as follows:

  • A. Please refer to Note 4 for the accounting policies before or after 1 January 2018.

  • B. Before 1 January 2018, revenue from sale of goods was recognized when goods have been delivered to the buyer. Starting from 1 January 2018, in accordance with IFRS 15, the Group recognized revenue when (or as) the Group satisfies a performance obligation by transferring a promised good to a customer. IFRS 15 has no impact on the Group’s revenue recognition from sale of goods. However, for some contracts, if the Group has the right to transfer the goods to customers but does not has a right to an amount of consideration that is unconditional, these contracts should be presented as contract assets, which is different from the accounting treatment of recognizing trade receivables before the date of initial application. In addition, loss allowance for contract assets was assessed in accordance with IFRS 9. To compare with the requirements of IAS 18, the abovementioned differences have no impact on the Group as at 31 December 2018.

  • C. Before 1 January 2018, revenue from rendering of services was recognized by reference to the stage of completion which was measured by reference to the proportion that contract cost incurred for work performed to date bear to the estimated total contract costs. Starting from 1 January 2018, in accordance with IFRS 15, the Group recognized revenue when (or as) the Group satisfies a performance obligation by transferring a promised service to a customer and also by reference to the stage of completion. IFRS 15 has no significant impact on the Group’s revenue recognition from rendering of services.

  • D. For some rendering of services contracts, part of the consideration was received from customers upon signing the contract, then the Group has the obligation to provide the services subsequently. Before 1 January 2018, the Group recognized the consideration received in advance from customers under other current liabilities (Advanced Receipts). Starting from 1 January 2018, in accordance with IFRS 15, it should be recognized as contract liabilities. The amount reclassified from other current liabilities to contracts liabilities of the Group as at the date of initial application was NT$153,313 thousand. In addition, compared with the requirements of IAS 18, other current liabilities decreased by NT$328,405 thousand and the contract liabilities increased by NT$328,405 thousand as at 31 December 2018.

  • E. Please refer to Notes 4, 5 and 6 for additional disclosure notes required by IFRS 15.

92

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

(2) IFRS 9“Financial Instruments”

IFRS 9 replaces IAS 39 Financial Instruments: Recognition and Measurement . In accordance with the transition provision in IFRS 9, the Group elected not to restate prior periods at the date of initial application (1 January 2018). The adoption of IFRS 9 has the following impacts on the Group:

  • A. The Group adopted IFRS 9 on 1 January 2018 and it adopted IAS 39 before 1 January 2018. Please refer to Note 4 for more details on accounting policies.

  • B. In accordance with the transition provision in IFRS 9, the assessment of the business model and classification of financial assets into the appropriate categories are based on the facts and circumstances that existed as at 1 January 2018. The classifications of financial assets and its carrying amounts as at 1 January 2018 are as follows:

IAS 39 IFRS 9
Carrying
amounts
Measurement categories Carrying
amounts
Measurement categories
Fair value through profit or loss $61,630 Fair value through profit or loss $67,360
Fair value through other 5,730
501,778
Fair value through other
comprehensive income
363,594
comprehensive income
Available-for-sale financial
assets - current
Available-for-sale financial
assets - noncurrent (including
NT$369,608 thousand
measured at cost)
Subtotal 507,508 Subtotal 363,594
At amortized cost 6,697,725 At amortized cost (including cash
and cash equivalents, notes
receivables, trade receivables
and other receivables)
6,697,725
Loans and receivables
(including cash and cash
equivalents, notes receivables,
trade receivables and other
receivables)
Total $7,266,863 Total $7,128,679

93

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

  • C. The transition adjustments from IAS 39 to IFRS 9 for the classifications of financial assets and financial liabilities as at 1 January 2018 are as follows:
Other
IAS 39 IFRS 9 Retained
earnings
Adjustment
components
Class of financial Carrying
amounts
Class of financial
instruments
Carrying
amounts
Difference of equity
instruments Adjustment
Financial assets at fair
value through profit or
loss (Note 1)
Held-for-trading $61,630 Measured at fair
value through
profit or loss
$61,630 $ - $ - $ -
Fair value through other
comprehensive income
Available-for-sale
financial assets -
current
5,730 Measured at fair
value through
profit or loss
5,730 - - -
Available-for-sale 501,778 Measured at fair
value through
other
comprehensive
income (equity
instruments)
363,594 138,184 (825) 139,009
financial assets -
noncurrent
(including
investments
measured at cost
with initial
investment cost of
NT$369,608
thousand, reported
as a separate line
item) (Note 2)
Subtotal 507,508 Subtotal 369,324 138,184 (825) 139,009
Loans and receivables Financial assets
measured at
amortized costs
(Note 3)
Cash and cash 3,054,178 Cash and cash
equivalents
(exclude cash on
hand)
3,054,178 - - -
equivalents (exclude
cash on hand)
Notes receivables 389,800 Notes receivables 389,800 - - -
Trade receivables 3,085,120 Trade receivables 3,085,120 - - -

94

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Other
IAS 39 IFRS 9 Retained
earnings
Adjustment
components
Class of financial Carrying
amounts
Class of financial
instruments
Carrying
amounts
Difference of equity
instruments Adjustment
Other receivables 168,627 Other receivables 168,627 - - -
Subtotal
Total
6,697,725
$7,266,863
Subtotal
Total
6,697,725
$7,128,697
-
$138,184
-
$(825)
-
$139,009

Notes:

  • (1)In accordance with IAS 39, financial assets classified as held for trading which are measured at fair value through profit or loss might include investments in funds and stocks of listed companies. In accordance with IFRS 9, as the cash flow characteristics for funds are not solely payments of principal and interest on the principal amounts outstanding and the Group assessed the facts and circumstances existed as at 1 January 2018, and determined they were held-for-trading; therefore, they were classified as financial assets mandatorily measured at fair value through profit or loss.

  • (2)In accordance with of IAS 39, the Group’s available-for-sale financial assets include investments in funds, stocks of listed companies and stocks of unlisted companies. Adjustment details are described as follows:

a.Funds

As the cash flow characteristics for funds are not solely payments of principal and interest on the principal amount outstanding, so funds are classified as financial assets mandatorily measured at fair value through profit or loss in accordance with IFRS 9. As at 1 January 2018, the Group reclassified available-for-sale financial assets of NT$5,730 thousand to financial assets mandatorily measured at fair value through profit or loss.

b. Stocks (including listed and unlisted companies)

The Group assessed the facts and circumstances existed as at 1 January 2018, and determined these stocks were not held-for-trading; therefore, the Group elected to designate them as financial assets measured at fair value through other comprehensive income. As at 1 January 2018, the Group reclassified available-for-sale financial assets (including measured at cost) to financial assets measured at fair value through other comprehensive income in the amount of NT$363,594 thousand. Other related adjustments are described as follows:

95

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

  • (a) The stocks of unlisted companies previously measured at cost in accordance with IAS 39 had an original cost of NT$825 thousand, which was fully impaired. However, in accordance with IFRS 9, stocks of unlisted companies must be measured at fair value and shall not recognize impairment. The fair value of the stocks of unlisted companies was NT$231,424 thousand as at 1 January 2018. Accordingly, the Group adjusted the carrying amount of financial assets measured at fair value through other comprehensive income of NT$231,424 thousand and also adjusted the retained earnings and other equity by NT$825 thousand and NT$139,009 thousand, respectively.

  • (b)As at 1 January 2018, the Group reclassified the stocks of listed companies of NT$132,170 thousand measured at fair value from available-for-sale financial assets to financial assets measured at fair value through other comprehensive income. This adjustment did not result in any differences in the carrying amounts of assets, but reclassified within equity accounts.

  • (3)In accordance with IAS 39, the cash flow characteristics for held-to-maturity investments and loans and receivables are solely payments of principal and interest on the principal amount outstanding. The assessment of the business model is based on the facts and circumstances that existed as at 1 January 2018. These financial assets were measured at amortized cost as they were held within a business model whose objective was to hold financial assets in order to collect contractual cash flows. Besides, in accordance with IFRS 9, there was no adjustment arising from the assessment of impairment losses for the aforementioned assets as at 1 January 2018. Therefore, there is no impact on the carrying amount as at 1 January 2018.

    • D. Please refer to Notes 4, 5, 6 and 12 for the related disclosures required by IFRS 7 and IFRS 9.
  • (3) 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 derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which the 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.

96

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

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

The Group originally recorded their foreign currency sales transactions based on the exchange rate on the date of revenue recognition and converted into its functional currency. The exchange difference was recognized when the foreign currency advance payment was written off. The Group elected to apply this interpretation prospectively on 1 January 2018. This change in accounting principle did not significantly impact the Group's recognition and measurement.

(2)Standards or interpretations issued, revised or amended, by International Accounting Standards Board (“IASB”) which are endorsed by FSC, but not yet adopted by the Group as at the end of the reporting period are listed below:

Items New, Revised or Amended Standards and Interpretations
IFRS 16 “Leases”
IFRIC 23 “Uncertainty Over Income Tax Treatments”
IAS 28 “Investments in Associates and Joint Ventures” —Amendments to IAS28
Prepayment Features with Negative Compensation (Amendments to IFRS9)
Improvements to International Financial Reporting Standards (2015 – 2017
cycle)
Plan Amendment, Curtailment or Settlement (Amendments to IAS 19)
Effective Date
Issued byIASB
a
b
c
d
e
f
1 January 2019
1 January 2019
1 January 2019
1 January 2019
1 January 2019
1 January 2019

(a) IFRS 16“Leases”

The new standard requires lessees to account for all leases under one single accounting model (except for short-term or low-value asset lease exemptions), which is for lessees to recognize right-of-use assets and lease liabilities on the balance sheet and the depreciation expense and interest expense associated with those leases in the consolidated statements of comprehensive income. Besides, lessors’ classification remains unchanged as operating or finance leases, but additional disclosure information is required.

  • (b) IFRIC 23 “Uncertainty Over Income Tax Treatments”

The interpretation clarifies application of recognition and measurement requirements in IAS 12 “Income Taxes” when there is uncertainty over income tax treatments.

  • (c) IAS 28“Investment in Associates and Joint Ventures” — Amendments to IAS 28

97

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

The amendments clarify that an entity applies IFRS 9 to long-term interests in an associate or joint venture that form part of the net investment in the associate or joint venture before it applies IAS 28, and in applying IFRS 9, does not take account of any adjustments that arise from applying IAS 28.

  • (d) Prepayment Features with Negative Compensation (Amendments to IFRS 9)

The amendment allows financial assets with prepayment features that permit or require a party to a contract either to pay or receive reasonable compensation for the early termination of the contract, to be measured at amortized cost or at fair value through other comprehensive income.

  • (e) Improvements to International Financial Reporting Standards (2015-2017 cycle):

IFRS 3 “Business Combinations”

The amendments clarify that an entity that has joint control of a joint operation shall remeasure its previously held interest in a joint operation when it obtains control of the business.

IFRS 11 “Joint Arrangements”

The amendments clarify that an entity that participates in, but does not have joint control of, a joint operation does not remeasure its previously held interest in a joint operation when it obtains joint control of the business.

IAS 12 “Income Taxes”

The amendments clarify that an entity shall recognize the income tax consequences of dividends in profit or loss, other comprehensive income or equity according to where the entity originally recognized those past transactions or events.

IAS 23 “Borrowing Costs”

The amendments clarify that an entity should treats as part of general borrowings any borrowing made specifically to obtain an asset when the asset is ready for its intended use or sale.

98

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

  • (f) Plan Amendment, Curtailment or Settlement (Amendments to IAS 19)

The amendments clarify that when a change in a defined benefit plan is made (such as amendment, curtailment or settlement, etc.), the entity should use the updated assumptions to remeasure its net defined benefit liability or asset.

The abovementioned standards and interpretations issued by IASB and endorsed by FSC so that they are applicable for annual periods beginning on or after January 2019. Apart from item (a) explained below, the remaining standards and interpretations have no material impact on the Group.

  • (1) IFRS 16 “Leases”

IFRS 16 “Leases” replaces IAS 17 “Leases”, IFRIC 4 “Determining whether an Arrangement contains a Lease”, SIC-15 “Operating Leases - Incentives” and SIC-27 “Evaluating the Substance of Transactions Involving the Legal Form of a Lease”. The impact arising from the adoption of IFRS 16 on the Group are summarized as follows:

  • A. For the definition of a lease, the Group elects not to reassess whether a contract is, or contains, a lease at the date of initial application (1 January 2019) in accordance with the transition provision in IFRS 16. Instead, the Group is permitted to apply IFRS 16 to contracts that were previously identified as leases applying IAS 17 and IFRIC 4 but not to apply IFRS 16 to contracts that were not previously identified as containing a lease applying IAS 17 and IFRIC 4.

The Group is a lessee and elects not to restate comparative information in accordance with the transition provision in IFRS 16. Instead, the Group recognizes the cumulative effect of initially applying IFRS 16 as an adjustment to the opening balance of retained earnings (or other component of equity, as appropriate) at the date of initial application.

99

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

  • (a) Leases classified as operating leases

For leases that were classified as operating leases applying IAS 17, the Group expects to measure and recognize those leases as lease liability on 1 January 2019 at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate on 1 January 2019 and; the Group chooses, on a lease-by-lease basis, to measure the right-of-use asset at either:

  • i. its carrying amount as if IFRS 16 had been applied since the commencement date, but discounted using the lessee’s incremental borrowing rate on 1 January 2019; or

  • ii. an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognized in the balance sheet immediately before 1 January 2019.

The Group expects the right-of-use asset will increase by NT$86,580 and the lease liability will increase by NT$86,580 on 1 January 2019.

(b) Leases classified as finance leases

None.

B.The additional disclosures of lessee and lessor required by IFRS 16 will be disclosed in the relevant notes.

  • (3)Standards or interpretations issued, revised or amended, by IASB but not yet endorsed by FSC are listed below:
Items New, Revised or Amended Standards and Interpretations
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
IFRS 17 “Insurance Contracts”
Definition of a Business (Amendments to IFRS 3)
Definition of Materiality (Amendments to IAS 1 and 8)
Effective Date
Issued byIASB
a
b
c
d
To be determined
by IASB
1 January 2021
1 January 2020
1 January 2020

100

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

  • (a) 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 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.

(b) IFRS 17 “Insurance Contracts”

IFRS 17 provides a comprehensive model for insurance contracts, covering all relevant accounting aspects (including recognition, measurement, presentation and disclosure requirements). The core of IFRS 17 is the General (building block) Model. Under this model, on initial recognition, an entity shall measure a group of insurance contracts at the total of the fulfilment cash flows and the contractual service margin. The fulfilment cash flows comprise of the following:

(1)estimates of future cash flows

  • (2)discount rate: an adjustment to reflect the time value of money and the financial risks related to the future cash flows, to the extent that the financial risks are not included in the estimates of the future cash flows

  • (3)a risk adjustment for non-financial risk

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

The carrying amount of a group of insurance contracts at the end of each reporting period shall be the sum of the liability for remaining coverage and the liability for incurred claims. Other than the General Model, the standard also provides a specific adaptation for contracts with direct participation features (the Variable Fee Approach) and a simplified approach (Premium Allocation Approach) mainly for short-duration contracts.

(c) Definition of a Business (Amendments to IFRS 3)

The amendments clarify the definition of a business in IFRS 3 Business Combinations. The amendments are intended to assist entities to determine whether a transaction should be accounted for as a business combination or as an asset acquisition.

IFRS 3 continues to adopt a market participant’s perspective to determine whether an acquired set of activities and assets is a business. The amendments clarify the minimum requirements for a business; add guidance to help entities assess whether an acquired process is substantive; and narrow the definitions of a business and of outputs; etc.

(d) Definition of a Material (Amendments to IAS 1 and 8)

The main amendment is to clarify new definition of material. It states that “information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements, which provide financial information about a specific reporting entity.” The amendments clarify that materiality will depend on the nature or magnitude of information. An entity will need to assess whether the information, either individually or in combination with other information, is material in the context of the financial statements. A misstatement of information is material if it could reasonably be expected to influence decisions made by the primary users.

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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

4. Summary of significant accounting policies

  • (1) Statement of Compliance

The consolidated financial statements of the Group for the years ended 31 December 2018 and 2017 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).

  • (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:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

(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 Group obtains control, and continue to be consolidated until the date that such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using 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 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 Group loses control of a subsidiary, it:

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

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

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

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

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

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

The consolidated entities are listed as follows:

Investor Subsidiary Main businesses Percentage of ownership (%) Percentage of ownership (%) Note
31 December
2018
31 December
2017
The Company SINBON International Enterprise
Co.,Ltd.(SB(BVI))
Holding company 100.00% 100.00%
The Company Hong Kong SINBON Electronics Co.,
Ltd. (HKSB)
Selling a wide variety
of connectors, wires
and cables
100.00% 100.00%
The Company Super Elite Ltd.(SEL) General investment 64.48% 64.48%
The Company Beijing SINBON Electronics Co., Ltd.
(BJSB)
Manufacturing and
selling a wide variety
of connectors, wires
and cables
100.00% 100.00% Note
5
The Company Kwan-Ze Corporation Ltd.
(Kwan-Ze)
Selling a wide variety
of electronic materials
and holdingcompany
100.00% 100.00%
The Company SINBON USA L.L.C.
(SINBON USA)
Logistic center 100.00% 100.00%
The Company Beijing SINBON Tongan Electronics
Co., Ltd.(BJSB Tongan)
Manufacturing and
selling a wide variety
of connectors, wires
and cables
100.00% 100.00%
The Company SINBON Europe GmbH
(EuropeSB)
Logistic center 100.00% 100.00%
The Company Radbon Avionics Inc.
(Radbon)
Selling signal cables
and cabin wiring.
55.00% 90.00% Note
1
The Company T-CONN Precision Co., Ltd.(T-CONN) Manufacturing and
selling a wide variety
of connectors, wires
and cables
62.52% 64.48% Note
2
SINBON USA Worldwide Wire Harnesses Co., Ltd.
(SST)
Holding company 50.00% 50.00% Note
3
BVI Jiangyin SINBON Electronics Co.,
Ltd. (JYSB)
Manufacturing and
selling a wide variety
of connectors, wires
and cables
100.00% 100.00%
BVI Shenzhen SINBON Electronics Co.,
Ltd. (SZSB)
Selling a wide variety
of connectors, wires
and cables
100.00% 100.00%
BVI Shanghai SINBON Electronics Co.,
Ltd. (SHSB)
Selling a wide variety
of connectors and
cables
100.00% 100.00%

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Investor Subsidiary Main businesses Percentage of ownership (%) Percentage of ownership (%) Note
31 December
2018
31 December
2017
BVI Tong Cheng SINBON Electronics Co.,
Ltd . (TCSB)
Manufacturing and
selling a wide variety
of connectors, wires
and cables
100.00% 100.00%
T-CONN T-CONN Precision (Zhongshan) Co.,
Ltd.(T-CONN Zhongshan)
Manufacturing and
selling a wide variety
of connectors, wires
and cables
62.52% 64.48% Note
2
T-CONN Super Progressive Ltd.
(SPL)
Logistic center 62.52% 64.48% Note
2
Worldwide
Wire Harnesses
Co.,Ltd.
SINBON Technologies Tennessee
L.L.C. (STT)
Logistic Center 50.00% 50.00%
Kwan-Ze Digi O2 International Co., Ltd.
(Digi O2)
Selling a wide variety
of connectors and
cables
- 98.83% Note
4
SINBON Europe SINBON Holding GmbH
(SINBON Elcotronic)
Holding company 51.00% 51.00%
SINBON Elcotronic SINBON Hungary Kft
(ET Hungary)
Manufacturing and
selling a wide variety
of connectors, wires
and cables
51.00% 51.00%
SINBON Elcotronic SINBON Germany GmbH
(ET Germany)
Logistic center 51.00% 51.00%
BJSB Tongan Jiangsu EnMai Energy and
Technology Co., Ltd. (EM)
Selling a wide variety
of connectors, wires
and cables
100.00% 100.00%
  • Note 1: On 18 January 2018, the Company acquired additional 300 thousand shares of Radbon hence raising its ownership to 100%. On 27 June 2018, Radbon raised cash capital with 3,000 shares and raised share capital by technology contribution to increase 2,700 shares; however, the Company did not acquire shares according to the shareholding percentage. Therefore, its ownership dropped from 100% to 55%. Refer to Note 6 (27) for the changes.

  • Note 2: In 2018, T-CONN raised capital; however, the Company did not acquire shares according to the shareholding percentage. Therefore, its ownership dropped from 64% to 62.25%.

  • Note 3: SST and STT were originally held by the Company. They are now held by SINBON USA due to the transfer of equity structure this period.

  • Note 4: On 5 January 2018, the Ministry of Economic Affairs approved the dissolution of the case. The Company will not incorporate Digi O2’s gain or loss in its consolidated financial statement from the day the Company ceased to have control over Digi O2.

  • Note 5: Since 5 September 2018, after signing the transfer agreement, the shareholders’ rights and obligations of BJSB have been transferred to BJSB Tongan. On 2 January 2019, the change of registration was completed and approved by SAIC, BJSB has been invested by BJSB Tongan.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

The subsidiaries included in the consolidated financial statements listed above, some of which financial statements are recorded as the basis of the verification by other accountants. As of 31 December 2018 and 2017, the related assets amounted to NT$1,991,440 thousand and NT$1,924,399 thousand. The net sales of these subsidiaries amounted to NT$2,721,718 thousand and NT$2,624,634 thousand.

(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 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 currencies are translated using the exchange rates at the date when the fair value is determined. Non-monetary items that are measured at historical cost in foreign currencies are translated using the exchange rates as at the dates of the initial transactions.

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

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

  • (b) Foreign currency items within the scope of IFRS 9 Financial Instruments (Before 1 January 2018: IAS 39 Financial Instruments: Recognition and Measurement) are accounted for based on the accounting policy for financial instruments.

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

  • (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 Foreign Currency Financial Statements

The assets and liabilities of foreign operations are translated into NT$ at the closing rate of exchange prevailing at the reporting date and their income and expenses are translated at an average rate for the period. The exchange differences arising on the translation are recognized in other comprehensive income. On the disposal of a foreign operation, the cumulative amount of the exchange differences relating to that foreign operation, recognized in other comprehensive income and accumulated in the separate component of equity, is reclassified from equity to profit or loss when the gain or loss on disposal is recognized. The following 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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:

  • (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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

  • (7) 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 IFRS 9 Financial Instruments (Before 1 January 2018: 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.

  • (1)Financial instruments: Recognition and Measurement

The accounting policy from 1 January 2018 is as follows:

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

The Group classified financial assets as subsequently measured at amortized cost, fair value through other comprehensive income or fair value through profit or loss considering both factors below:

  • A. the Group’s business model for managing the financial assets

  • B. the contractual cash flow characteristics of the financial asset

Financial assets measured at amortized cost

A financial asset is measured at amortized cost if both of the following conditions are met and presented as note receivables, trade receivables financial assets measured at amortized cost and other receivables etc., on balance sheet as at the reporting date:

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

  • A. the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and

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

Such financial assets are subsequently measured at amortized cost (the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortization using the effective interest method of any difference between the initial amount and the maturity amount and adjusted for any loss allowance) and is not part of a hedging relationship. A gain or loss is recognized in profit or loss when the financial asset is derecognized, through the amortization process or in order to recognize the impairment gains or losses.

Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:

  • A. purchased or originated credit-impaired financial assets. For those financial assets, the Group applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition

  • B. financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets. For those financial assets, the Group applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods

Financial asset measured at fair value through other comprehensive income

A financial asset is measured at fair value through other comprehensive income if both of the following conditions are met:

  • A. the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Recognition of gain or loss on a financial asset measured at fair value through other comprehensive income is described as below:

  • (a) A gain or loss on a financial asset measured at fair value through other comprehensive income recognized in other comprehensive income, except for impairment gains or losses and foreign exchange gains and losses, until the financial asset is derecognized or reclassified.

  • (b) When the financial asset is derecognized the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment.

  • (c) Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:

  • i. Purchased or originated credit-impaired financial assets. For those financial assets, the Group applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.

  • ii. Financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets. For those financial assets, the Group applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.

In addition, for certain equity investments within the scope of IFRS 9 that is neither held for trading nor contingent consideration recognized by an acquirer in a business combination to which IFRS 3 applies, the Group made an irrevocable election to present the changes of the fair value in other comprehensive income at initial recognition. Amounts presented in other comprehensive income shall not be subsequently transferred to profit or loss (when disposal of such equity instrument, its cumulated amount included in other components of equity is transferred directly to the retained earnings) and these investments should be presented as financial assets measured at fair value through other comprehensive income on the balance sheet. Dividends on such investment are recognized in profit or loss unless the dividends clearly represents a recovery of part of the cost of investment.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Financial asset measured at fair value through profit or loss

Financial assets were classified as measured at amortized cost or measured at fair value through other comprehensive income based on aforementioned criteria. All other financial assets were measured at fair value through profit or loss and presented on the balance sheet as financial assets measured at fair value through profit or loss.

Such financial assets are measured at fair value, the gains or losses resulting from remeasurement is recognized in profit or loss which includes any dividend or interest received on such financial assets.

The accounting policy before 1 January 2018 is as follows:

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

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

Financial assets at fair value through profit or loss

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

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

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

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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 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.

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

  • (2) Impairment of financial assets

The accounting policy from 1 January 2018 is as follows:

The Group recognizes a loss allowance for expected credit losses on debt instrument investments measured at fair value through other comprehensive income and financial asset measured at amortized cost. The loss allowance on debt instrument investments measured at fair value through other comprehensive income is recognized in other comprehensive income and not reduce the carrying amount in the statement of financial position.

The Group measures expected credit losses of a financial instrument in a way that reflects:

  • (a) an unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes

  • (b) the time value of money

  • (c) reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions

The loss allowance is measured as follows:

  • A. At an amount equal to 12-month expected credit losses: the credit risk on a financial asset has not increased significantly since initial recognition or the financial asset is determined to have low credit risk at the reporting date. In addition, the Group measures the loss allowance at an amount equal to lifetime expected credit losses in the previous reporting period, but determines at the current reporting date that the credit risk on a financial asset has increased significantly since initial recognition is no longer met.

  • B.At an amount equal to the lifetime expected credit losses: the credit risk on a financial asset has increased significantly since initial recognition or financial asset that is purchased or originated credit-impaired financial asset.

  • C.For trade receivables or contract assets arising from transactions within the scope of IFRS 15, the Group measures the loss allowance at an amount equal to lifetime expected credit losses.

At each reporting date, the Group needs to assess whether the credit risk on a financial asset has increased significantly since initial recognition by comparing the risk of a default occurring at the reporting date and the risk of default occurring at initial recognition. Please refer to Note 12 for further details on credit risk.

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

The accounting policy before 1 January 2018 is as follows:

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

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

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

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

For held-to-maturity financial assets and loans and receivables measured at amortized cost, the Group first assesses individually whether objective evidence of impairment exists individually for financial asset that are individually significant, or collectively for financial assets that are not individually significant. If the Group determines that no objective evidence of impairment exits for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. If there is objective evidence that an impairment loss has been incurred, the amount of the loss is measured as the difference between the assets carrying amount and the present value of estimated future cash flows. The present value of the estimated future cash flows is discounted at the financial assets original effective interest rate. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate. Interest income is accrued based on the reduced carrying amount of the asset, using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss.

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

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.

(3)Derecognition of financial assets

A financial asset is derecognized when:

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

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

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

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

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

(4)Financial liabilities and equity

Classification between liabilities or equity

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

Equity instruments

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

Compound instruments

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

For the liability component excluding the derivatives, its fair value is determined based on the rate of interest applied at that time by the market to instruments of comparable credit status. The liability component is classified as a financial liability measured at amortized cost before the instrument is converted or settled. For the embedded derivative that is not closely related to the host contract (for example, if the exercise price of the embedded call or put option is not approximately equal on each exercise date to the amortized cost of the host debt instrument), it is classified as a liability component and subsequently measured at fair value through profit or loss unless it qualifies for an equity component. The equity component is assigned the residual amount after deducting from the fair value of the instrument as a whole the amount separately determined for the liability component. Its carrying amount is not remeasured in the subsequent accounting periods. If the convertible bond issued does not have an equity component, it is accounted for as a hybrid instrument in accordance with the requirements under IFRS 9 Financial Instruments (before 1 January 2018: IAS 39 Financial Instruments: Recognition and Measurement.

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

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 IFRS 9 Financial Instruments (before 1 January 2018: 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 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 the near term

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

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

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

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

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

  • 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.

Before 1 January 2018, 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 derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

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

(5)Offsetting of financial instruments

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

(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 assets or liabilities at fair value through profit or loss 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.

Before 1 January 2018, 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. These embedded derivatives are separated from the host contract and accounted for as a derivative. The aforementioned policy are applicable to host contracts as financial liabilities or non-financial assets since 1 January 2018.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

(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 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

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

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.

Starting from 1 January 2018, rendering of services is accounted in accordance with IFRS 15 and not within the scope of inventories.

(12) Investments accounted for under the equity method

The Group’s investment in its associate is accounted for using the equity method other than those that meet the criteria to be classified as held for sale. An associate is an entity over which the Group has significant influence. 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 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

When the associate or joint venture issues new stock, 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 28 Investments in Associates and Joint Ventures (before 1 January 2018: 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

  • (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.

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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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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
550 years
315 years
510 years
310 years
215 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) Leases

Group as a lessee

Finance leases which transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item, are capitalized at the commencement of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognized in profit or loss.

A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the asset and the lease term.

Operating lease payments are recognized as an expense on a straight-line basis over the lease term.

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

(15) Intangible Assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses, if any. Internally generated intangible assets, excluding capitalized development costs, are not capitalized and expenditure is reflected in profit or loss for the year in which the expenditure is incurred.

The useful lives of intangible assets are assessed as either finite or indefinite.

Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life is reviewed at least at the end of each financial year. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates.

Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the 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:

follows:
Useful lives
Amortization method used
Internally generated or acquired
Computer software
1~15 years
Amortized on a straight- line basis over the
estimated useful life
Acquired

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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)

(16) 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.

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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

An impairment loss of continuing operations or a reversal of such impairment loss is recognized in profit or loss.

(17) 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

Starting from 1 January 2018, sales returns and allowances are accounted in accordance with IFRS 15. Before 1 January 2018, a provision has been recognized for sales returns and allowances based on past experience and other known factors.

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(18) Revenue recognition

The accounting policy from 1 January 2018 is as follows:

The Group’s revenue arising from contracts with customers are primarily related to sale of goods and rendering of services. The accounting policies are explained as follows:

Sale of goods

The Group manufactures and sells machinery. Sales are recognized when control of the goods is transferred to the customer and the goods are delivered to the customers. The main product of the Group are computer peripherals, connectors, wires and other parts and revenue is recognized based on the consideration stated in the contract.

The credit period of the Group’s sale of goods is from 60 to 120 days. For most of the contracts, when the Group transfers the goods to customers and has a right to an amount of consideration that is unconditional, these contracts are recognized as trade receivables. The Group usually collects the payments shortly after transfer of goods to customers; therefore, there is no significant financing component to the contract. For some of the contracts, the Group has transferred the goods to customers but does not has a right to an amount of consideration that is unconditional, these contacts should be presented as contract assets. Besides, in accordance with IFRS 9, the Group measures the loss allowance for a contract asset at an amount equal to the lifetime expected credit losses.

Rendering of services

The Group provides maintenance services for the sale of construction for solar photovoltaic power generation system. Such services are separately priced or negotiated, and provided based on contract periods.

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

Most of the contractual considerations of the Group are collected evenly throughout the contract periods. When the Group has performed the services to customers but does not has a right to an amount of consideration that is unconditional, these contacts should be presented as contract assets. However, for some rendering of services contracts, part of the consideration was received from customers upon signing the contract, and the Group has the obligation to provide the services subsequently; accordingly, these amounts are recognized as contract liabilities.

The period between the transfers of contract liabilities to revenue is usually within one year, thus, no significant financing component has arisen.

The accounting policy before 1 January 2018 is as follows:

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

  • (e) the costs incurred in respect of the transaction can be measured reliably

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

Rendering of services

Revenue from construction for solar photovoltaic power generation system is recognized by reference to the stage of completion. Stage of completion is measured by reference to the proportion that contract cost incurred for work performed to date bear to the estimated total contract costs. Where the contract outcome cannot be measured reliably, revenue is recognized only to the extent that the expenses incurred are eligible to be recovered.

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.

(19) Borrowing costs

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.

(20) 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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.

(21) 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 recognized in profit or loss on the earlier of:

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  • (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.

(22) Income taxes

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 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Deferred tax liabilities are recognized for all taxable temporary differences, except:

  • i. 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

  • ii. 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:

  • i. 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.

  • ii. 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity. Deferred tax assets are reassessed at each reporting date and are recognized accordingly.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

(23) 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 IFRS 9 Financial Instruments (before 1 January 2018: 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.

137

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Goodwill is initially measured as the amount of the excess of the aggregate of the consideration transferred and the non-controlling interest over the net fair value of the identifiable assets acquired and the liabilities assumed. If this aggregate is lower than the fair value of the net assets acquired, the difference is recognized in profit or loss.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. Each unit or group of units to which the goodwill is so allocated represents the lowest level within the Group at which the goodwill is monitored for internal management purpose and is not larger than an operating segment before aggregation.

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:

138

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

(1)Fair value of financial instruments

Where the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be derived from active markets, they are determined using valuation techniques including the income approach (for example the discounted cash flow model) or market approach. Changes in assumptions about these factors could affect the reported fair value of the financial instruments. Please refer to Note 12 for more details.

(2)Pension benefits

The cost of post-employment benefit and the present value of the pension obligation under defined benefit pension plans are determined using actuarial valuations. An actuarial valuation involves making various assumptions. These include the determination of the discount rate, future salary increases, mortality rates and future pension increases. Please refer to Note 6 for more details.

(3)Income tax

Uncertainties exist with respect to the interpretation of complex tax regulations and the amount and timing of future taxable income. Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. The Group establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities of the respective counties in which it operates. The amount of such provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective Group company's domicile.

139

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Deferred tax assets are recognized for all carry forward of unused tax losses and unused tax credits and deductible temporary differences to the extent that it is probable that taxable profit will be available or there are sufficient taxable temporary differences against which the unused tax losses, unused tax credits or deductible temporary differences can be utilized. The amount of deferred tax assets determined to be recognized is based upon the likely timing and the level of future taxable profits and taxable temporary differences together with future tax planning strategies.

(4)Accounts receivables–estimation of impairment loss

Starting from 1 January 2018:

The Group estimates the impairment loss of accounts receivables at an amount equal to lifetime expected credit losses. The credit loss is the present value of the difference between the contractual cash flows that are due under the contract (carrying amount) and the cash flows that expects to receive (evaluate forward looking information). However, as the impact from the discounting of short-term receivables is not material, the credit loss is measured by the undiscounted cash flows. Where the actual future cash flows are lower than expected, a material impairment loss may arise. Please refer to Note 6 for more details.

Before1 January 2018:

The Group considers the estimation of future cash flows when there is objective evidence showing indications of impairment. The amount of the 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. However, as the impact from the discounting of short-term receivables is not material, the impairment of short-term receivables is measured as the difference between the asset's carrying amount and the estimated undiscounted future cash flows. Where the actual future cash flows are lower than expected, a material impairment loss may arise. Please refer to Note 6 for more details.

(5)Inventories

Estimates of net realisable value of inventories take into consideration that inventories may be damaged, become wholly or partially obsolete, or their selling prices have declined. The estimates are based on the most reliable evidence available at the time the estimates are made. Please refer to Note 6 for more details.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

6. Contents of significant accounts

  • (1) Cash and cash equivalents
Cash and cash equivalents
Cash on hand
Demand deposits
Time deposits
Total
As of 31 December
2018 2017
$22,194
2,501,389
101,438
$71,009
2,884,382
169,796
$2,625,021 $3,125,187
  • (2) Financial assets at fair value through profit or loss – current
Financial assets mandatorily at fair value through
profit or loss:
Funds
Cross currency swap
Stocks
Embedded derivative-bond
Total

Held for trading:
Non-derivative financial assets
Fund
Stocks
Total
As of 31 December As of 31 December
2018 2017(note)
$158,548
9,873
2,596
82
$171,099
2018(note) 2017
$57,849
3,781
$61,630

Note: The Group adopted IFRS 9 on 1 January 2018. The Group elected not to restate prior periods in accordance with the transition provision in IFRS 9.

Financial assets at fair value through profit or loss were not pledged.

141

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

(3) Notes receivables

Notes receivables

Notes receivables arising from operating activities
Notes receivables arising from non-operating
activities
Less: loss allowance
Total
As of 31 December
2018(note) 2017

$468,086
-
-

$389,800

-

-
$468,086 $389,800

Please refer to Note 12 for more details on pledged of notes receivable.

The Group adopted IFRS 9 for impairment assessment on 1 January 2018. Please refer to Note 6(19) for more details on loss allowance. Please refer to Note 12 for more details on credit risk.

  • (4) Accounts receivables
Accounts receivables
Trade receivables

Less: loss allowance
subtotal
Accounts receivable – related parties
Total
As of 31 December
2018 2017
$4,150,889
(27,655)
$3,125,907
(51,620)
4,123,234
2,027
3,074,287

10,833
$4,125,261 $3,085,120

Trade receivables were not pledged.

Trade receivables are generally on 60-120 day terms. The Group adopted IFRS 9 for impairment assessment on 1 January 2018. Please refer to Note 6(19) for more details on impairment of trade receivables. The Group adopted IAS 39 for impairment assessment before 1 January 2018. The movements in the provision for impairment of trade receivables and trade receivables-related parties for the year ended 31 December 2017 are as follows: (Please refer to Note 12 for more details on credit risk management.)

142

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

As of 1 January 2017
Write-off for uncollectable accounts
Charge (reversal) for the current period
Exchange differences
As of 31 December 2017
Individually
impaired
Collectively
impaired
Total
$ -
-
-
-
$31,041
(1,932)
23,225
(714)
$31,041
(1,932)
23,225
(714)
$ - $51,620 $51,620

There was no impairment loss of individually accounts receivable for the years ended 31 December 2017.

Ageing analysis of trade receivables as follows:

As of
31 December
Neither past
due nor
impaired
Past due but not impaired due but not impaired
Total
$3,085,120
<=30 days 31~60 days 61~90 days 91~120 days >=121 days
2017 $2,925,718 $138,080
$12,609

$63

$1,499

$7,151

(5) Inventories

Inventories
Raw materials
Supplies & parts
Work in progress
Finished goods
Merchandise
Total
As of 31 December
2018
2017
$1,178,724
$961,404
40,602
1,455
186,773
168,215
1,244,919
865,793
876,936
695,427
$3,527,954
$2,692,294
2018
$1,178,724
40,602
186,773
1,244,919
876,936
$3,527,954

The inventory cost recognized as expenses for the years ended 31 December 2018 and 2017 were NT$11,725,308 thousand and NT$9,781,088 thousand, respectively. The price reduction of inventories related to cost of goods sold were NT$22,238 thousand and NT$34,454 thousand.

Inventories were not pledged.

143

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

(6) Financial assets at fair value through other comprehensive income

Equity instrument investments measured at fair
value through other comprehensive income –
Non-current
Emerging companies stocks
Unlisted companies stocks
Total
As of 31 December As of 31 December
2018 2017(Note)
$15,698
261,029

$276,727

Note: The Group adopted IFRS 9 on 1 January 2018. The Group elected not to restate period periods in accordance with the transition provision in IFRS 9.

The Group disposed of the unlisted stocks of General Research of Electronics Inc. which were reported under equity instrument investments measured at fair value through other comprehensive income on 29 June 2018. Upon derecognition, the fair value of the investments was NT$0 thousand, and the cumulative disposal loss of NT$23,184 thousand was transferred from other components of equity to retained earnings.

The Group disposed of the listed stocks of INPAQ Technology Co., Ltd. which were reported under equity instrument investments measured at fair value through other comprehensive income on 18 April 2018 and 2 May 2018. Upon derecognition, the fair values of the investments were NT$913 thousand and NT$187,300 thousand and the cumulative disposal gain of NT$107 thousand and NT$19,725 thousand was transferred from other components of equity to retained earnings.

On 23 April 2018, the Group invested NT$646 thousand in Gongwin Biopharm Holdings Co., Ltd. In consideration of the Group’s investment strategy, the Group disposed of the emerging stocks of Gongwin Biopharm Holdings Co., Ltd., which were reported under equity instrument investments measured at fair value through other comprehensive income during the period. Upon derecognition, the fair value of the investments was NT$791 thousand, and the cumulative disposal gain of NT$145 thousand was transferred from other components of equity to retained earnings.

144

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 II Venture Capital Co., Ltd. and Top Taiwan III Venture Capital Co., Ltd. for the years ended 31 December 2018 were NT$775 thousand, NT$1,220 thousand and NT$5,204 thousand.

Financial assets at fair value through other comprehensive income were not pledged.

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

Available-for-sale financial assets - noncurrent

INPAQ Technology Co., Ltd.
Gongwin Biopharm Holdings Co., Ltd.
Less: unrealized loss on available -for-sale financial
assets
Less: accumulated impairment- available-for-sale
financial assets
Total
As of 31 December
2018(Note) 2017
$168,381
18,296
(46,516)
(7,991)
$132,170

Note: The Group adopted IFRS 9 on 1 January 2018. The Group elected not to restate prior periods in accordance with the transition provision in IFRS 9.

On 8 February 2017, Gongwin Biopharm Holdings Co., Ltd. was listed on the TPEx Emerging Stock Market. The Group investment was previously measured at cost but later changed to fair value while the investment was recognized as available-for-sale financial assets-noncurrent in accordance with IAS 39 adopted before 1 January 2018. The Group disposed of 5,000 shares on 23 February 2017. A cash consideration of NT$430 thousand was received and the Group has recognized gain on disposal of investment amounting to NT$41 thousand.

The Group adopted IAS 39 before 1 January 2018 and classified certain financial assets as available-for-sale financial assets. Available-for-sale financial assets were not pledged.

145

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

(8) Financial assets measured at cost – noncurrent

Financial assets measured at cost – noncurrent

Financial assets at fair value through profit or loss
Chengding Venture Capital Co., Ltd.
Top Taiwan Venture Capital Co., Ltd.
HOTWIRE Development LLC
Top Taiwan VII Venture Capital Co., Ltd.
General Research of Electronics Inc.
Top Taiwan III Venture Capital Co., Ltd.
Top Taiwan II Venture Capital Co., Ltd.
Dynahz Technologies Co., Ltd.
Bandrich, Inc.
Japan SINBON Electronics Co., Ltd.
Actmax Technologies Inc.
Subtotal
Less: accumulated impairment
Total
As of 31 December
2018(Note) 2017
$200,000
60,000
32,653
24,934
23,184
8,130
7,750
6,150
4,125
2,066
1,441
370,433
(825)
$369,608

Note: The Group adopted IFRS 9 on 1 January 2018. The Group elected not to restate prior periods in accordance with the transition provision in IFRS 9.

The Group adopted IAS 39 before 1 January 2018. The above investments in the equity instruments of unlisted entities are measured at cost as the fair value of these investments are not reliably measurable due to the fact that the variability in the range of reasonable fair value measurements is significant for that investment and that the probabilities of the various estimates within the range cannot be reasonably assessed and used when measuring fair value.

The return of paid-in capital for capital reduction from Top Taiwan II Venture Capital Co., Ltd., Top Taiwan III Venture Capital Co., Ltd. and Top Taiwan VII Venture Capital Co., Ltd. for the year ended 31 December 2018 were NT$1,000 thousand, NT$5,285 thousand and NT$6,428 thousand, respectively.

On 24 May 2017, the Group disposed of the shares of SINBON Czech a.s. and a cash consideration of NT$279 thousand was received.

Please refer to Note 6. (26) for the group’s shareholding percentage in Japen SINBON Electronics Co., Ltd.

146

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

On 20 July 2017, the Group disposed of the shares of SINBON Electronic Holding GmbH in the amount of NT$58,923 thousand.

The Group invested NT$200,000 thousand in Chengding Venture Capital Co., Ltd. on 30 October 2017.

On 31 March 2017, the Group invested NT$40,443 thousand in Cayman Lan-Chen Fund. Considering its investment strategy, the Group decided to reclassify the fund adopting IAS 39 prior to 1 July 2018 to financial assets held for trading on 31 December 2017.

Financial assets measured at cost were not pledged.

  • (9) Investments accounted for using the equity method

The following table lists the investments accounted for using the equity method of the Group:

Investees
Investments in associates:
Listed company
Argocy Research Inc.
Non listed company
Circuits & Cables LLC
Top Taiwan IV Venture
Capital Co., Ltd.
Sardines Wisdom
Technology Co., Ltd.
Total
As of 31 December As of 31 December As of 31 December
2018
Carrying
amount
Percentage
of ownership
(%)
$297,861
21.40%
32,181
40.00%
24,061
20.00%
-
26.64%
$354,103
2017
Carrying
amount
$297,861
32,181
24,061
-
$354,103
Carrying
amount
$284,652
47,303
41,916
-
$373,871
Percentage
of
ownership
(%)
21.40%
40.00%
20.00%
24.59%

In the fourth quarter, the Group invested in Sardines Wisdom Technology Co., Ltd. (Sardines Wisdom) in the amount of NT$1,230 thousand, resulting in a rise in the shareholding ratio to 26.64%. Because Sardines Wisdom suffered losses and the Group didn’t intend to support Sardines Wisdom, the Group reduced the book value of the investment in Sardines Wisdom to zero through recognizing loss.

147

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

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

On 13 March 2017, the Group invested NT$25,004 thousand in Circuits & Cables LLC. The Group’s ownership in the company rose to 40%. The Group originally used cost method as measurement but later changed to equity method while the investments were accounted for using the equity method.

The return of paid-in capital for capital reduction from Top Taiwan IV Venture Capital Co., Ltd. for the years ended 31 December 2018 and 2017 were NT$17,600 thousand and NT$40,000 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. was NT$526,199 thousand, NT$561,337 thousand as of 31 December 2018 and 2017.

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

oup’s share of its associates is as follows:
Profit from continuing operations
Other comprehensive income (post-tax)
Total comprehensive income
For the years ended
31 December
2018
$45,820
(2,107)
$43,713
2017
$45,724
13,964
$59,688

The associates had no contingent liabilities or capital commitments as of 31 December 2017 and 2018.

Our audit, insofar as it related to the investments accounted for under the equity method amounting to NT$321,922 thousand and NT$326,568 thousand as of 31 December 2018 and 2017; the related shares of investment income from the associates and joint ventures amounted to NT$63,268 thousand and NT$52,286 thousand for the years ended 31 December 2018 and 2019, respectively; and the related shares of other comprehensive income from the associates and joint ventures amounted to NT$(2,107) thousand and NT$13,964 thousand for the years ended 31 December 2018 and 2017, respectively; are based solely on the reports of other independent accountants.

148

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

(10) Property, plant and equipment

Construction in
progress and
equipment
Machinery Office Transportation Other Leasehold pending
Land Buildings equipment equipment equipment equipment improvements inspection Total
Cost:
As of 1 January 2018 $150,429 $1,495,173 $760,073 $127,138 $32,603 $206,706 $11,249 $33,349 $2,816,720
Additions - 7,092 138,950 18,295 4,632 44,197 524 113,627 327,317
Disposals - (4,987) (37,865) (7,011) (2,653) (11,931) - - (64,447)
Exchange differences - (28,974) (15,691) (2,155) (628) (4,598) 137 (1,570) (53,479)
Other changes - 194,868 39,390 415 1,085 7,849 - (2,980) 240,627
As of 31 December 2018 $150,429 $1,663,172 $884,857 $136,682 $35,039 $242,223 $11,910 $142,426 $3,266,738
As of 1 January 2017 $156,669 $1,324,362 $743,947 $94,174 $35,356 $180,575 $5,394 $345 $2,540,822
Additions - 2,650 40,386 13,804 431 27,424 5,375 34,851 124,921
Acquisitions through
business combinations
- 189,353 30,398 24,839 - - - 7,110 251,700
Disposals - (26) (45,751) (4,665) (1,528) (5,689) - - (57,659)
Exchange differences (93) (13,809) (8,818) (1,003) (548) (2,206) - 63 (26,414)
Other changes (6,147) (7,357) (89) (11) (1,108) 6,602 480 (9,020) (16,650)
As of 31 December 2017 $150,429 $1,495,173 $760,073 $127,138 $32,603 $206,706 $11,249 $33,349 $2,816,720
Depreciation and impairment:
As of 1 January 2018 $ - $572,938 $509,381 $96,297 $26,424 $118,488 $6,882 $ - $1,330,410
Depreciation - 65,133 50,630 13,001 2,206 27,436 2,022 - 160,428
Disposals - (4,979) (27,710) (6,100) (2,388) (9,045) - - (50,222)
Exchange differences - (12,005) (10,612) (1,809) (544) (2,976) 67 - (27,879)
Other changes - - - - - - - - -
As of 31 December 2018 $ - $621,087 $521,689 $101,389 $25,698 $133,903 $8,971 $ - $1,412,737
As of 1 January 2017 $ - $514,716 $479,257 $66,087 $26,421 $109,964 $5,269 $ - $1,201,714
Depreciation - 58,119 50,495 11,912 2,289 22,998 1,640 - 147,453
Acquisitions through
business combinations
- 4,800 15,602 22,520 - - - - 42,922
Disposals - (11) (38,940) (3,698) (1,375) (5,200) - - (49,224)
Exchange differences - (4,512) 3,454 (524) (373) (9,248) (27) - (11,230)
Other changes (174) (487) - (538) (26) - - (1,225)
As of 31 December 2017 $ - $572,938 $509,381 $96,297 $26,424 $118,488 $6,882 $ - $1,330,410
Net carrying amount as of :
31 December 2018 $150,429 $1,042,085 $363,168 $35,293 $9,341 $108,320 $2,939 $142,426 $1,854,001
31 December 2017 $150,429 $922,235 $250,692 $30,841 $6,179 $88,218 $4,367 $33,349 $1,486,310

149

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Property, plant and equipment was not pledged.

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

Components of building that have different useful lives are the main building structure and air conditioning, which are depreciated over 50 years and 25 years, respectively.

  • (11) Other non-current assets
Other non-current assets

Prepayment for equipment
Long-term deferred charges
Long-term prepaid rent
Refundable deposits
Other assets
Total
As of 31 December
2018
$55,178
60,397
36,355
24,716
754
$177,400
2017
$180,228
68,292
38,272
22,577
754
$310,123

Long-term prepaid rents were payments for land use rights as of 31 December 2018 and 2017.

No other non-current assets were pledged.

(12) Short-term loans

Short-term loans
Unsecured bank loans
Interest rates applied
As of 31 December
2018
$1,804,995
2018
0.60%-5.00%
2017
$1,594,624
2017
0.40%-5.00%

The Group’s unused short-term lines of credits amounted to NT$489,456 thousand and NT$794,828 thousand as of 31 December 2018 and 2017, respectively.

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SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

(13) Financial liabilities at fair value through profit or loss

Held for trading:
Derivatives not designated as hedging
Instruments
Cross currency swap
Embedded derivatives-bond
Total
Current
Non-current
Total
As of 31 December As of 31 December
2018 2017
$ -
-
$44,427
300
$- $44,727
$ -
-
$44,427
300
$- $44,727

(14) Bonds payable

Bonds payable
Liability component:
Principal amount
Discounts on bonds payable
Subtotal
Less: current portion
Net
Embedded derivative
Equity component
As of 31 December
2018 2017
$411,600
(7,046)
$500,000
(16,379)
404,554
(404,554)
483,621
-
$- $483,621
$(82) $300
$12,061 $14,652

Issuance of convertible bonds:

On 8 June 2017, the Company issued the sixth 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:

151

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Issue amount: NT$500,000 thousand

Period: 8 June 2017 ~ 8 June 2020

Redemption clauses:

  • (1) The Company may redeem the bonds, in whole or in part, after 3 months of the issuance (9 September 2017) and prior to 40 days before the maturity date (29 April 2020), 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.

  • (2) The Company may redeem the bonds, in whole or in part, after 3 months of the issuance (9 September 2017) and prior to 40 days before the maturity date (29 April 2020), at the early redemption conversion price if at least 90% in principal amount of the bonds has already been exchanged, redeemed, purchased or cancelled.

  • (3) The Company may redeem the bonds in cash, within 5 trading days after the base date of withdrawing the bonds as stated on the “Withdrawal of Convertible Bonds Notice”, at the par value if the bondholders do not reply to the share affair agency in writing before the base date.

Reversal clauses:

  • a. The bondholders have the right to require the Company to redeem all or any portion of the bonds, 30 days prior to 2 year anniversary (June 8, 2019) of the issuance, at the principal amount of the bonds with an interest calculated at the rate of 0.5% per annum.

152

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

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

Terms of Exchange:

  • a. Underlying Securities: Common shares of the Company

  • b. Exchange Period: The bonds are exchangeable at any time on or after 9 September 2017 and prior to 8 June 2020 into common shares of the Company.

  • c. Exchange Price and Adjustment: The exchange price was originally NT$76.6 per share. The exchange price will be subject to adjustments upon the occurrence of certain events set out in the indenture.

In accordance with IFRS 9, said financial instrument is classified as an embedded derivative so the exercise price of the embedded put option is allocated to the liability component and 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. The difference between the equity component and the book value was recognized in profit or loss. The difference between the liability component and the book value was recognized in “Share premium-warrants”. The financial assets (liabilities) of convertible bonds are measured at amortized cost, fair value through profit or loss amounted to NT$82 thousand, NT$(300) thousand as at 31 December 2017 and 2018.

The convertible bonds that have already been converted were: NT$88,400 thousand and NT$0 thousand, as at 31 December 2018 and 2017.

  • (15) Long-term Deferred Revenue
ong-term Deferred Revenue
Beginning balance
Amortization
Exchange difference
Ending Balance
For the years ended
31 December
2018 2017
$16,256
(377)
(374)
$16,858
(373)
(229)
$15,505 $16,256

153

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Deferred revenue - related to assets As of 31 December As of 31 December
2018 2017
$15,505 $16,256

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 31 December 2018 and 2017 were NT$28,514 thousand and NT$32,395 thousand, respectively.

154

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Defined benefits plan

The Company and its domestic subsidiaries adopt a defined benefit plan in accordance with the Labor Standards Act of the R.O.C. The pension benefits are disbursed based on the units of service years and the average salaries in the last month of the service year. Two units per year are awarded for the first 15 years of services while one unit per year is awarded after the completion of the 15th year. The total units shall not exceed 45 units. Under the Labor Standards Act, the Company and its domestic subsidiaries contribute an amount equivalent to 2% of the employees’ total salaries and wages on a monthly basis to the pension fund deposited at the Bank of Taiwan in the name of the administered pension fund committee. 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$4,560 thousand to its defined benefit plan during the 12 months beginning after 31 December 2018.

155

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

The weighted average duration of the defined benefits obligation was 15 years as of 31 December 2018.

Pension costs recognized in profit or loss are as follows:

Current service costs
Net interest on the net defined benefit liabilities(Assets)
Total
For the years ended
31 December
For the years ended
31 December
2018 2017
$1,340
1,185
$1,577
1,311
$2,525 $2,888

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
31 Dec. 2018

$144,516
(56,006)
$88,510
As of
31 Dec. 2017
1 Jan.2017
$147,616
(58,320)

$147,969
(64,615)
$89,296 $83,354

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

follows:
As of 1 January 2017
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
As of
Defined benefit
obligation

Plan assets at
fair value
Net defined
benefit
liabilities
$147,969
1,577
2,368
$(64,615)
-
(1,057)
$83,354
1,577
1,311
151,914
4,660
971
-
(65,672)
-
-
388

86,242
4,660
971
388
5,631 388 6,019

156

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Payments of benefit obligation
Contributions by employer
As of 31 December 2017
Current period service costs
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 31 December 2018
As of
Defined benefit
obligation

Plan assets at
fair value
Net defined
benefit
liabilities
(9,929)
-
9,929
(2,965)
-
(2,965)
147,616
1,340
1,992
(58,320)
-
(807)

89,296
1,340
1,185
150,948
4,248
(1,300)
-
(59,127)
-
-
(1,778)

91,821
4,248
(1,300)
(1,778)
2,948 (1,778) 1,170
(9,380)
-
9,380
(4,481)
-
(4,481)
$144,516 $(56,006) $88,510

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

The principal assumptions used in determining the Company’s defined
benefit plan are shown below:
The principal assumptions used in determining the Company’s defined
benefit plan are shown below:
The principal assumptions used in determining the Company’s defined
benefit plan are shown below:
The principal assumptions used in determining the Company’s defined
benefit plan are shown below:
The principal assumptions used in determining the Company’s defined
benefit plan are shown below:
As of 31 December
2018
2017
Discount rate
1.10%
1.35%
Expected rate of salary increases
3.00%
3.00%
Sensitivity analysis for significant assumption are shown below:
For theyears ended 31 December
2018
2017
Defined
benefit
obligation
increase
Defined
benefit
obligation
decrease
Defined
benefit
obligation
increase
Defined
benefit
obligation
decrease
Discount rate increase by 0.50%
$ -
$8,320
$ -
$9,123
Discount rate decrease by 0.50%
9,065
-
9,958
-
Future salary increase by 1.00%
18,380
-
20,263
-
Future salary decrease by 1.00%
-
15,837
-
17,391
2018 2017
Defined
benefit
obligation
increase
Defined
benefit
obligation
decrease

Defined
benefit
obligation
increase
Defined
benefit
obligation
decrease
$ -
9,065
18,380
-
$8,320
-
-
15,837
$ -
9,958
20,263
-
$9,123
-
-
17,391

Sensitivity analysis for significant assumption are shown below:

157

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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 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 31 December 2018 and 2017. The paid-in capital was NT$2,257,273 thousand and NT$2,254,162 thousand, divided into 225,727 and 225,416 thousand shares with par value of NT$ 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 from 1 January 2018 to 31 December 2018 amount to NT$12,792 thousand in a total of 1,279 thousand shares and had been completed the registration process for 311 thousand shares as of 31 December 2018. The rest has not yet been completed. Therefore, the accumulated book value of certificates of bond - to - stock conversion is NT$9,681 thousand in a total of 968 thousand shares.

As of 1 January 2017, the accumulated book value of certificates of bond - to - stock conversion that had completed the registration process amounted to NT$8,094 thousand in a total of 809 thousand shares as of 31 March 2017.

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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) Capital surplus

Capital surplus
Additional paid-in capital
Treasury share transactions
Share of changes in net assets of
associates
and
joint
ventures
accounted for using the equity
method
From share of changes in net assets of
associates
Premium from merger
Stok options
Total
As of 31 December
2018
$890,036
5,749
(1,690)
(2,775)
705
12,061
$904,086
2017
$813,537
5,749
(1,690)
(2,688)
705
14,652
$830,265

According to the Company Act, the capital reserve shall not be used except for making good the deficit of the company. When a company incurs no loss, it may distribute the capital reserves related to the income derived from the issuance of new shares at a premium or income from endowments received by the company. The distribution could be made in cash or in the form of dividend shares to its shareholders in proportion to the number of shares being held by each of them.

(c) Retained earnings and dividend policies

According to the Company’s original Articles of Incorporation, current year’s earnings, if any, shall be distributed in the following order:

  • a. Payment of all taxes and dues;

  • b. Offset prior years’ operation losses;

  • c. Set aside 10% of the remaining amount after deducting items (a) and (b) as legal reserve;

  • d. Set aside or reverse special reserve in accordance with law and regulations; and

  • e. The distribution of the remaining portion, if any, will be recommended by the Board of Directors and resolved in the shareholders’ meeting.

159

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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 make the distribution proposal annually and present it at the Shareholder’s meeting every year. The distribution of shareholders dividend shall be allocated cash dividends to be distributed may not 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 make good 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 required to appropriate addition special reserve in the amount equal to the net debit balance of the other components of shareholders’ equity. However, if any of the debit elements is reversed, the special reverse in the amount equal to the reversal maybe released for earnings distribution or offestting accumulated deficit.

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, from the profit/loss of the current period and the undistributed earnings from the previous period, an amount equal to “other net deductions from shareholders’ equity for the current fiscal year, provided that if the company has already set aside special reserve according to the requirements in the preceding point, it shall set aside supplemental special reserve based on the difference between the amount already set aside and other net deductions from shareholders’ equity. For any subsequent reversal of other net deductions from shareholders’ equity, the amount reversed may be distributed.

160

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

The Company did not reverse any special reserve as a result of using, disposing of or reclassifying related assets in 31 December 2018 and 2017.

Details of the 2018 and 2017 earnings distribution and dividends per share as approved and resolved by the Board of Directors’ meeting and shareholders’ meeting on 14 March 2019 and 8 June 2018, respectively, are as follows:


Common stock -cash dividend
Legal reserve
Special reserve
Total
Appropriation of earnings Appropriation of earnings Dividendper share(NT$) Dividendper share(NT$)
2018 2017 2018 2017
$1,026,622
141,348
108,492
$901,664
122,647
52,417
$4.5 $4
$1,276,462 $1,076,728

Please refer to Note 6(20) for further details on employees’ compensation and remuneration to directors and supervisors.

(d) Non-controlling interests

(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
Non-controlling interest attributable to
acquisition through business combination
Disposal of the shares of the subsidiary
Changes in subsidiaries’ ownership
Acquisition of the shares of the subsidiary
Acquisition of new shares in a subsidiary not in
proportionate to ownership interest
Ending balance
For the years ended
31 December
2018
$211,619
(41,948)
(2,681)
-
(1,120)
-
(906)
59,025
$223,989
2017
$46,699
(2,383)
(6,714)
176,918
(4,132)
1,231
-
-
$211,619

161

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

(18) Operating revenue

Revenue from contracts with customers
Sale of goods
Rendering of service
Other operating revenue
Total
For the years ended
31 December
For the years ended
31 December
2018
$15,437,646
189,678
17,929
$15,645,253
2017
$12,843,553
203,589
14,297
$13,061,439

Note: The Group adopted IFRS 15 on 1 January 2018. The Group elected to apply the standard retrospectively by recognizing the cumulative effect of initially applying the standard at the date of initial application (1 January 2018).

The Group adopted IFRS 15 on 1 January 2018. Analysis of revenue from contracts with customers during the year is as follows:

(1) Disaggregation of revenue

For the year ended 31 December 2018

Sale of goods
Rendering of services
Other operating revenues
Total
Timing of revenue recognition :
At a point in time
Over time
Total
Cable Segment
Electronic
Segment
Management
Operation
Segment
Total
$10,332,113
158,007
17,169
$3,555,635
31,671
760
$1,549,898
-
-
$15,437,646
189,678
17,929
$10,507,289 $3,588,066 $1,549,898 $15,645,253

$10,507,289
-
$3,588,066
-
$1,549,898
-
$15,645,253
-
$10,507,289 $3,588,066 $1,549,898 $15,645,253

162

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

(2) Contract balances

Contract liabilities - current

Contract liabilities - current
Sales of goods Beginning
balance
Ending
balance
Difference
$153,313 $328,405 $175,092

For the year ended 31 December 2018, contract liabilities increased as the consideration received from customers did not satisfy its performance obligations.

(3) Transaction price allocated to unsatisfied performance obligations

As at 31 December 2018, the Group expected that all of the transaction price allocated to unsatisfied performance obligations will be recognized as revenue within one year.

(4) Assets recognized from costs to fulfil a contract

None

(19) Expected credit losses

Expected credit losses
Operation expense- Expected credit losses
Trade receivables
As of
31 December
2018 2017
$1,061 $-

Please refer to Note 12 for more details on credit risk.

The Group measures the loss allowance of its trade receivables (including note receivables and trade receivables) at an amount equal to lifetime expected credit losses. The assessment of the Group’s loss allowance as at 31 December 2018 is as follows:

163

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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


Gross carrying
amount

Loss ratio
Lifetime
expected credit
losses
Carrying amount
Not yet
due(note)

$4,359,983
-%
-
$4,359,983
Overdue Total
<=30 days
31-60 days
61-90 days

$8,524
-%
-
$8,524
91-120 days >=121 days
$37,430
30-100%
(27,655)
$9,775
$185,637
$22,533
-%
-%
$6,895
-%
$4,621,002
-
-
- (27,655)
$185,637
$22,533
$6,895 $4,593,347

Note: The Group’s note receivables are not overdue.

The movement in the provision for impairment of note receivables and trade receivables during the year ended 31 December 2018 is as follows:

Beginning balance (in accordance with IAS 39)
Transition adjustment to retained earnings
Beginning balance (in accordance with IFRS 9)
Write off
Addition/(reversal) for the current period
Exchange difference
Ending balance
Note receivables
$ -
-
-
-
-
-
$-
Trade receivables
$51,620
-
51,620
(25,733)
1,061
707
$27,655

(20) Summary statement of employee benefits, depreciation and amortization expenses by function for the years ended 31 December 2018 and 2017:

For theyears ended 31 December For theyears ended 31 December For theyears ended 31 December For theyears ended 31 December
2018 2017
Operating
costs
Operating
expenses
Total Operating
costs
Operating
expenses
Total
Employee benefits expense
Salaries $755,356 $1,097,325 $1,852,681 $739,249 $892,196 $1,631,445
Labor and health insurance 101,045 126,907 227,952 87,406 104,455 191,861
Pension 6,584 24,455 31,039 10,257 25,026 35,283
Other employee benefits
expense
73,667 56,997 130,664 60,804 55,994 116,798
Depreciation 88,698 71,730 160,428 83,625 63,828 147,453
Amortization 9,309 35,825 45,134 9,459 29,000 38,459

164

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

The number of employees for Company and its subsidiaries are 5,912 and 5,858 on 31 December 2018 and 2017, respectively.

According to the Articles of Incorporation, 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 Board of Directors attended by two-thirds of the total number of directors, have the profit distributable as employees’ compensation in the form of shares or in cash; and in addition thereto a report of such distribution is submitted to the shareholders’ meeting. Information on the 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.

Based on profit of 31 December 2018, the Company estimated the amounts of the employees’ compensation and remuneration to directors and supervisors for the period ended of 31 December 2018 to be 1.44% and 0.92% of profit, respectively. The employees’ compensation and remuneration to directors and supervisors for the period ended of 31 December 2018 amount to NT$24,000 thousand and NT$15,300 thousand respectively, recognized as employee benefits expense.

A resolution was passed at a Board of Directors meeting held on 14 March 2019 to distribute NT$24,000 thousand and NT$15,300 thousand in cash as employees’ compensation and remuneration to directors and supervisors of 2018, respectively. Differences between the estimated amount and the actual distribution of the employee compensation and remuneration to directors and supervisors for the years ended 31 December 2018 are recognized in profit or loss of the subsequent year in 2018.

The employees’ compensation and remuneration to directors and supervisors for the year ended of 31 December 2017 amount to NT$16,000 thousand and NT$11,000 thousand 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 31 December 2017.

165

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

(21) Non-operating income and expenses

(a) Other income

Other income
Sample income
Dividend income
Interest income
Financial assets measured at amortized
costs
Others
Total
Other gains and losses
Foreign exchange gains (losses), net
Loss on disposal of investments
Gains of financial asset at fair value
through profit or loss(Note1)
Gains of financial liabilities at fair value
through profit or loss(Note2)
Losses on disposal of property, plant and
equipment
Other (expense) income
Total
For theyears ended 31 December
2018
2017
$44,491
$27,342
18,117
17,270
11,454
11,801
52,031
171,054
$126,093
$227,467
For theyears ended 31 December
2017
$27,342
17,270
11,801
171,054
$227,467
2018
$113,221
-
38,949
44,727
(4,626)
(32,434)
$159,837
2017
$(136,760)
(4,110)
11,439
10,063
(6,450)
108,793
$(17,025)

(b) Other gains and losses

Note:

  • 1.Balance in current period arose from financial assets mandatorily measured at fair value through profit or loss and balance in prior period arose from held for trading investment.

  • Balances in both periods arose from held for trading investment.

166

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

(c) Finance costs

Finance costs
Interest on loans from bank
Interest on bonds payable
Total
For theyears ended 31 December
2018
$37,726
5,645
$43,371
2017
$26,487
3,281
$29,768

(22) Components of other comprehensive income

For the year ended 31 December 2018:

Not to be reclassified to profit or loss in
subsequent periods:
Remeasurements of defined benefit plans
Unrealized gains on equity instruments
measured at fair value through other
comprehensive income of associates and
joint ventures
Share of other comprehensive income of
associates and joint ventures accounted
for using the equity method
To be reclassified to profit or loss in subsequent
periods:
Exchange differences resulting from
translating the financial statements of a
foreign operation
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
$(1,170)
110,611
(2,107)
(106,632)
$ -
-
-

-
$(1,170)
110,611
(2,107)
(106,632)
$1,624
-
-
22,757
$454
110,611
(2,107)
(83,875)
$702 $ - $702 $24,381 $25,083

167

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 31 December 2017

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
$(6,019)
(120,217)
28,973
13,964
$ -

-

-

-
$(6,019)
(120,217)
28,973
13,964
$1,023
18,149
-
-
$(4,996)
(102,068)
28,973
13,964
$(83,299) $ - $(83,299) $19,172 $(64,127)

(23) Income tax

Based on the amendments to the Income Tax Act announced on 7 February 2018, the Company’s applicable corporate income tax rate for the year ended 31 December 2018 has changed from 17% to 20%. The corporate income surtax on undistributed retained earnings has changed from 10% to 5%.

The major components of income tax expense are as follows:

Income tax expense recognized in profit or loss

Current income tax expense :
Current income tax charge
Adjustments in respect of current income tax
of prior periods
Deferred tax expense:
Deferred tax expense relating to origination
and reversal of temporary differences
Adjustments of prior year’s defferred income
tax
Reversal of deferred income tax
Deferred tax expense (income) relating to
changes in tax rate or the imposition of new
taxes
Total income tax expense
For the years ended
31 December
For the years ended
31 December
2018
$422,390
(24,246)
131,584
144
(2,058)
20,725
$548,539
2017
$418,166
(19,081)
(1,953)
196
(1,872)
-
$395,456

168

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Income tax relating to components of other comprehensive income

For the years ended
31 December
2018
2017
Deferred tax income:
Exchange differences on translation
of foreign operations
$(22,757)
$(18,149)
Remeasurements of defined benefit plans
(1,624)
(1,023)
Income tax relating to components of other
comprehensive income
$(24,381)
$(19,172)
A reconciliation between tax expense and the product of accounting profit
multiplied by applicable tax rates is as follows:
For the years ended
31 December
2018
2017
Accounting profit before tax from continuing
operations
$1,920,068
$1,619,544
Tax at the domestic rates applicable to profits in the
country concerned
384,014
$275,322
Tax effect of revenues exempt from taxation
(55,486)
(30,722)
Tax effect of expenses not deductible for tax purposes
3,906
2,992
Tax effect of deferred tax assets/liabilities
189,009
120,158
10 % surtax on undistributed retained earnings
14,485
19,947
Tax effect of different tax rates for entities in other tax
regions
15,988
26,644
Adjustments in respect of deferred income tax of prior
periods
144
196
Adjustments in respect of current income tax of prior
periods
(24,246)
(19,081)
Deferred tax expense (income) relating to changes in
tax rate or the imposition of new taxes
20,725
-
Total income tax expense recognized in profit or loss
$548,539
$395,456
For the years ended
31 December
2018
2017
Deferred tax income:
Exchange differences on translation
of foreign operations
$(22,757)
$(18,149)
Remeasurements of defined benefit plans
(1,624)
(1,023)
Income tax relating to components of other
comprehensive income
$(24,381)
$(19,172)
A reconciliation between tax expense and the product of accounting profit
multiplied by applicable tax rates is as follows:
For the years ended
31 December
2018
2017
Accounting profit before tax from continuing
operations
$1,920,068
$1,619,544
Tax at the domestic rates applicable to profits in the
country concerned
384,014
$275,322
Tax effect of revenues exempt from taxation
(55,486)
(30,722)
Tax effect of expenses not deductible for tax purposes
3,906
2,992
Tax effect of deferred tax assets/liabilities
189,009
120,158
10 % surtax on undistributed retained earnings
14,485
19,947
Tax effect of different tax rates for entities in other tax
regions
15,988
26,644
Adjustments in respect of deferred income tax of prior
periods
144
196
Adjustments in respect of current income tax of prior
periods
(24,246)
(19,081)
Deferred tax expense (income) relating to changes in
tax rate or the imposition of new taxes
20,725
-
Total income tax expense recognized in profit or loss
$548,539
$395,456
For the years ended
31 December
2018
2017
Deferred tax income:
Exchange differences on translation
of foreign operations
$(22,757)
$(18,149)
Remeasurements of defined benefit plans
(1,624)
(1,023)
Income tax relating to components of other
comprehensive income
$(24,381)
$(19,172)
A reconciliation between tax expense and the product of accounting profit
multiplied by applicable tax rates is as follows:
For the years ended
31 December
2018
2017
Accounting profit before tax from continuing
operations
$1,920,068
$1,619,544
Tax at the domestic rates applicable to profits in the
country concerned
384,014
$275,322
Tax effect of revenues exempt from taxation
(55,486)
(30,722)
Tax effect of expenses not deductible for tax purposes
3,906
2,992
Tax effect of deferred tax assets/liabilities
189,009
120,158
10 % surtax on undistributed retained earnings
14,485
19,947
Tax effect of different tax rates for entities in other tax
regions
15,988
26,644
Adjustments in respect of deferred income tax of prior
periods
144
196
Adjustments in respect of current income tax of prior
periods
(24,246)
(19,081)
Deferred tax expense (income) relating to changes in
tax rate or the imposition of new taxes
20,725
-
Total income tax expense recognized in profit or loss
$548,539
$395,456
2018 2017
$1,920,068 $1,619,544
384,014
(55,486)

3,906
189,009
14,485
15,988
144
(24,246)
20,725
$275,322
(30,722)
2,992
120,158
19,947
26,644
196
(19,081)
-
$548,539 $395,456

169

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 (liabilities) relate to the following:

For the year ended 31 December 2018

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
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
Loss allowance
Convertible bonds
Depreciation
Deferred
tax
(income)
/expense
Net
deferred
tax
assets
(liabilities)
Reflected in balance sheet as
follows:
Deferred tax assets
Deferred tax liabilities
Balance as of
1 January
$14,891
(156,340)
5,963
(3,040)
18,275
7,119
7,877
8,576
4,065
4,273
709
(825)
(513)
$(88,970)
$71,748
$160,718
Recognized in
profit or loss
$ -
(128,952)
1,938
2,820
(12,257)
(15,380)
-
293
(95)
2,814
265
(227)
(1,614)
$(150,395)
Recognized in
other
comprehensive
income
$22,757
-
-
-
-
-
1,624
-
-
-
-
-
-
$24,381
Acquisition
through
business
combinations
$ -
-
-
-
-
-
-
-
-
-
-
-
-
$ -
Exchange
differences
$ -
(1,331)
-
-
(121)
-
-
1,184
(94)
-
-
-
42
$(320)
Balance as of
31 December
$37,648
(286,623)
7,901
(220)
5,897
(8,261)
9,501
10,053
3,876
7,087
974
(1,052)
(2,085)
$215,304
$82,937
$298,241

170

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 31 December 2017

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
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
Depreciation
Deferred
tax
(income)/
expense
Net
deferred
tax
assets
(liabilities)
Reflected in balance sheet as
follows:
Deferred tax assets
Deferred tax liabilities
Balance as of
1 January
$(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
Recognized in
profit or loss
$ -
606
1,974
(2,172)
5,008
(2,928)
-
(13)
(93)
1,872
307
(428)
(504)
$3,629
Recognized in
other
comprehensive
income
$18,149
-
-
-
-
-
1,023
-
-
-
-
-
-
$19,172
Acquisition
through
business
combinations
$ -
(21,277)
-
-
-
-
-
1,097
-
-
-
-
-
$(20,180)
Exchange
differences
$ -
(91)
-
10
(65)
(526)
-
177
(56)
-
-
-
(9)
$(560)
Balance as of
31 December
$14,891
(156,340)
5,963
(3,040)
18,275
7,119
7,887
8,576
4,065
4,273
709
(825)
(513)
$(88,970)
$71,748
$160,718

171

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Unrecognized deferred tax liabilities relating to the investment in subsidiaries

The Company shall recognize the relevant deferred income tax liabilities for the income tax payable that may arise when the undistributed surplus of a foreign subsidiary is remitted back, in accordance with the undistributed surplus expected to be allocated by the future subsidiary.

The assessment of income tax returns

As of 31 December 2018, the assessment of the income tax returns of the Company and its subsidiaries is as follows:

The Company
Subsidiary- Kwan-Ze Corporation Ltd.
Subsidiary- T-CONN Precision Co., Ltd.
Subsidiary- Radbon Avionics Inc..
The assessment of income tax returns
Assessed and approved up to 2016
Assessed and approved up to 2016
Assessed and approved up to 2016
Assessed and approved up to 2016

(24) Earnings per share

Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent entity by the weighted average number of ordinary shares outstanding during the year.

Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent entity (after adjusting for interest on the convertible preference shares) by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.

172

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

(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
31 December
For the years ended
31 December
2018
$1,413,477
225,685
$6.26
$1,413,477
4,516
$1,417,993
225,685
290
6,352
232,327
$6.10
2017
$1,226,471
225,416
$5.44
$1,226,471
2,723
$1,229,194
225,416
185
3,905
229,506
$5.36

There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date of completion of the financial statements.

173

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

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

(25) Business Combinations

Acquisition of SINBON Electronic

On 20 July 2017, the Group acquired 51% interest in its subsidiary - SINBON Electronic. SINBON Electronic is a holding company that invests in Europe. The Group acquired SINBON Electronic so that its subsidiaries, ET Hungary and ET Germany, can help expand the Group’s business in Europe.

The Group has selected to measure the non-controlling interest of SINBON Electronic at fair value.

The fair value of the identifiable assets and liabilities of SINBON Electronic at the date of acquisition were:

at the date of acquisition were:
Asset
Cash on hand & demand deposits
Account receivable
Other receivable
Inventories
Prepayments
Other current assets
Property, plant and equipment
Intangible Assets
Deferred tax assets
Liabilities
Account payable
Other payable
Other current liabilities
Deferred tax liabilities
Identifiable net assets
Amount
$99,670
47,540
456
46,562
1,762
20,556
208,778
46,048
1,097
472,469
47,676
23,660
18,801
21,277
111,414
$361,055

174

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Acquisition consideration

Cash flow analysis of acquisition:
Transaction costs of the acquisition
Net cash acquired with the subsidiary
Net cash flow on acquisition
Amount
$(184,139)
99,670
$(84,469)

(26) Additional information of cash flow

The effects of disposal of subsidiaries in 2017 were as follows:

On 30 September 2017, the Company disposed of 51% interest in its subsidiary - JPSB and lost control of the entity. The cash consideration was NT$3,975 thousand and the Company has recognized loss on disposal of investment amounting to NT$(4,151) thousand, which was recorded in the statements of comprehensive income.

The book value of the identifiable assets and liabilities of JPSB as of 30 September 2017 were:

Asset
Cash on hand & demand deposits
Financial assets held for trading
Account receivable
Other receivable
Inventories
Prepayments
Other current assets
Property, plant and equipment
Other non-current assets
Liabilities
Account payables
Other payables
Other current liabilities
Long-term loan
The net asset disposition
Amount
$15,931
1,356
10,348
474
5,459
2,954
3,051
14,588
2,915
57,076
(21,591)
(577)
(13)
(21,122)
(43,303)
$13,773

175

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

(1)Gain on disposal of subsidiaries

Gain on disposal of subsidiaries
The consideration in cash and cash equivalents
The net asset value of the sale
Less: Non-controlling interests
Less: Reclassified
Exchange differences on translation of foreign
operations
Loss on disposal of subsidiaries
Amount
$3,975
13,773
(4,132)
(2,066)
551
$(4,151)

(2) Net cash outflow from disposal of subsidiaries

Net cash outflow from disposal of subsidiaries
The consideration in cash and cash equivalents
Less: Disposition of cash and cash equivalents
balances
Net cash outflow from disposal of subsidiaries
Amount
$3,975
(15,931)
$(11,956)
  • (27) Change of Ownership of subsidiaries

Acquisition of issued shares of subsidiaries

On 18 January 2018, the Group further acquired 10% shares with voting rights from Radbon which is a sub-subsidiary of the Group. Thus, the Group increased its ownership in the entity to 100%. Cash paid to non-controlling interest shareholder amounted to NT$1,426 thousand. Net asset of Ray Service was NT$9,060 thousand. The additional equity information such as reduction of non-controlling interests and adjustment of other comprehensive income or loss are 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
$1,426
(906)
$520

176

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Acquisition of new shares in a subsidiary not proportionate to ownership interest

Radbon issued new shares on 27 June 2018, however the Group did not purchase the new shares according to its shareholding percentage, consequently the ownership interest in Radbon was reduced to 55%. The Group received additional intangible assets from the issuance of new shares in the amount of NT$27,000 thousand. The carrying amount of Radbon’s net assets was NT$60,000 thousand. The following table is a schedule of interest disposed of by Radbon including changes in non-controlling interests:

non-controlling interests:
Additional intangible assets received from the issuance
of new shares
Increase to non-controlling interests
Difference recognized in capital surplus or retained
earning within equity
Amount
$(27,000)
27,000
$ -

On 9 November 2018, T-CONN raised capital; however, the Company did not acquire shares of T-Conn according to the shareholding percentage. Therefore, the Company’s ownership dropped to 62.25%, thereby increasing the non-controlling interest by NT$32,458 thousand.

7. Related party transactions

Information of the related parties that had transactions with the Group during the financial reporting period is as follows:

Name and nature of relationship of the related parties

Name of the relatedparties
Nature of relationshipof the relatedparties
Argosy Research Inc.

Hebang Electron (Suzhou) Co. (Note)

Shanghai Huangze Electronic Co., Ltd.

Hebang Electron (China) Co. (Note)

INPAQ Technology Co., Ltd. (Note)

Circuits & Cables LLC
Associate
Substantive related party
Substantive related party
Substantive related party
Associate
Associate

Note: On 30 June 2017, the Company stepped down as a board director of the company and became a nonrelated party.

177

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

(a) Sales

ales
Associates
Others
Other related parties
Others
Total
For the years ended
31 December
2018
$9,983
-
2017
$16,211
2
$9,983 $16,213

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 31 December 2018 and 2017 was unsecured, non-interest bearing and must be settled in cash. The receivables from the related parties were not guaranteed.

(b) Purchases

urchases
Associates
Others
Other related parties
Others
Total
For the years ended
31 December
2018
$2,177
115
$2,292
2017
$1,510
20,887
$22,397

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.

178

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

  • (c) Accounts Receivable-Related Parties
Accounts Receivable-Related Parties
Associates
Others
As of 31 December
2018
$2,027
2017
$10,833
  • (d) Other Receivables-Related Parties
ther Receivables-Related Parties
Associates
Others
For the years ended
31 December
2018
$1,752
2017
$47

(e) Accounts payable-related parties

ccounts payable-related parties
For the years ended
31 December
2018 2017
Associates
Others $183 $228
Other related parties
Others - 12
Total $183 $240
ey management personnel compensation
For the years ended
31 December
2018 2017
Short-term employee benefits $176,475 $159,195
Post-employment benefits 31,039 35,283
Total $207,514 $194,478

(f) Key management personnel compensation

8. Assets pledged as security

None.

179

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

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

9. Significant contingencies and unrecognized contract commitments

The Company provided guarantees for subsidiaries’ financing to banks for the years ended 31 December 2018. Please refer to Note 13.(1)(b).

10. Significant disaster loss

None.

11. Significant subsequent events

None.

  1. Others

  2. (1)Categories of financial instruments

Financial assets

Financial assets
Financial assets at fair value through profit or loss:
Mandatorily measured at Fair value through profit or
loss
Held for trading
Financial assets at fair value through other comprehensive
income
Available-for-sale financial assets
Financial assets at fair value
Financial assets at cost-noncurrent
Subtotal
Financial assets measured at amortized cost (Note 2)
Loans and receivables(Note 2):
Total
As of 31 December
2018
$171,099
(Note1)
276,727
(Note1)
(Note1)
(Note1)
7,378,464
(Note1)
7,826,290
2017
(Note1)
$61,630
(Note1)
137,900
369,608
507,508
(Note1)
6,697,725
$7,266,863

180

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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)
Others payables
Subtotal
Financial liabilities at fair value through profit or loss:
Held for trading
Total
As of 31 December As of 31 December
2018
$1,804,995
3,337,688
404,554
10,041
875,407
6,432,685
-
$6,432,685
2017
$1,594,624
2,720,958
483,621
-
783,172
5,582,375
44,727
$5,627,102

Note:

  • (1)The Group adopted IFRS 9 on 1 January 2018. The Group elected not to restate prior periods in accordance with the transition provision in IFRS 9.

  • (2)Including cash and cash equivalents, notes receivable, trade receivables and other receivables.

  • (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.

181

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(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.

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.

182

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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 interest rate sensitivity analysis is performed on items exposed to interest rate risk as at the end of the reporting period, including investments and borrowings with variable interest rates and interest rate swaps. At the reporting date, a change of 10 basis points of interest rate in a reporting period could cause the profit.

Pre-tax sensitivity analysis of changes in related risk factors for the years ended 31 December 2018 and 2017 are as follows:

For the year ended 31 December 2018

Main Risk
Foreign currency risk
Interest rate risk
Fluctuation
NTD/USD rate +/− 1%
NTD/RMB rate +/− 1%
Market rate +/− 10 basis points
Sensitivity of
profit/loss
+/−$16,917
+/−$115
+/−$1,609
Sensitivity of
equity
+/−$251
+/−$9,712
-

For the year ended 31 December 2017

Main Risk
Foreign currency risk
Interest rate risk
Fluctuation
NTD/USD rate +/− 1%
NTD/RMB rate +/− 1%
Market rate +/− 10 basis points
Sensitivity of
profit/loss
+/−$15,846
+/−$498
+/−$1,631
Sensitivity of
equity
+/−$(346)
+/−$9,307
-

183

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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.

At the reporting date, a change of 10% in the price of the listed equity securities, mandatorily measured at could increase/decrease the Group’s profit for the year ended 31 December 2017 by NT$13,790 thousand.

At the reporting date, a change of 10% in the price of the listed equity securities, equity instrument measured at fair value through other comprehensive income could increase/decrease the Group’s equity for the year ended 31 December 2018 by NT$1,570 thousand.

Please refer to Note 12(9) for sensitivity analysis information of other equity instruments or derivatives that are linked to such equity instruments whose fair value measurement is categorized under Level 3.

(4) Credit risk management

Credit risk is the risk that 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.

184

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Credit risk is managed by each business unit subject to the Group’s established policy, procedures and control relating to credit risk management. Credit limits are established for all counter parties based on their financial position, rating from credit rating agencies, historical experience, prevailing economic condition and the Group’s internal rating criteria etc. Certain counter parties’ credit risk will also be managed by taking credit enhancing procedures, such as requesting for prepayment or insurance.

As of 31 December 2018 and 2017, amounts receivables from top ten customers represented 22% and 21% of the total accounts receivables of the Group. 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. 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.

185

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Non-derivative financial instruments

As of 31 December 2018
Loans
Notes and accounts payable
Convertible bonds
As of 31 December 2017
Loans
Notes and accounts payable
Convertible bonds
Less than 1year
$1,831,295
3,337,688
408,610
$1,613,940
2,720,958
-
2 to 3years
$4,823
-
-
$ -
-
505,013
4 to 5years
$2,871
-
-
$ -
-
-
> 5years Total
$ -
-
-
$ -
-
-
$1,838,989
3,337,688
408,610
$1,613,940
2,720,958
505,013

Derivative financial instruments

As of 31 December 2018
Cross Currency Swap
Inflows
Outflows
Net
As of 31 December 2017
Cross currency swap
Inflows
Outflows
Net
Less than 1year
$853,959
(851,675)
$2,284
$1,750,269
(1,629,072)
$121,197
2 to 3years
$ -
-
$ -
$ -
-
$ -
4 to 5years
$ -
-
$ -
$ -
-
$ -
> 5years
$ -
-
$ -
$ -
-
$ -
Total
$853,959
(851,675)
$2,284
$1,750,269
(1,629,072)
$121,197

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

186

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

  • (6) Reconciliation of liabilities from financing activities

Reconciliation of liabilities for the year ended 31 December 2018:

As of 1 January 2018
Cash flow
Currency change
As of 31 December 2018
Short-term
loans
Long-term
deferred
income
Long-term
loan(including
maturity within a
year)
Deposits
received
Total liabilities
from financing
activities
$1,594,624
210,371
-
$1,804,995
$16,256
(377)
(374)
$15,505
$ -
10,041
-
$10,041
$ -
13,428
-
$13,428
$1,610,880
233,463
(374)
$1,843,969

Reconciliation of liabilities for the year ended 31 December 2018:

Not applicable

  • (7) 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 date.

187

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

  • 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.(9) for fair value measurement hierarchy for financial instruments of the Group.

188

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

  • (8) 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 accounting and not yet settled as of 31 December 2018 and 31 December 2017 is as follows:

Cross currency swaps and currency option contracts

The Group entered into cross currency swaps to manage its exposure to financial risk, but these contracts are not designated as hedging instruments. The table below lists the information related to cross currency swaps option:

Items(bycontract)
As of 31 December 2018
Cross currency swaps
As of 31 December 2017
Cross currency swaps
Notional Amount(in thousands)
USD
28,000
USD
53,000
Contract Period
2 January 2018 – 13 March 2019
14 January 2016 – 22 March 2018

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(14) 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.

189

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

  • (9) Fair value measurement hierarchy

  • (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 31 December 2018

Financial assets:
Financial assets at fair value through profit or loss
Fund
Stock
Cross currency swaps
Embedded derivatives-bond
Financial assets at fair value through other
comprehensive income
Equity instrument measured at fair value
through other comprehensive income
Level 1
$158,548
2,596
-
-
15,698
Level 2
$ -
-
9,873
82
-
Level 3
$ -
-
-
-
261,029
Total
$158,548
2,596
9,873
82
276,727

190

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

As at 31 December 2017

Level 1
Level 2
Level 3
Financial assets:
Financial assets at fair value through
profit or loss
Fund
$57,849
$ -
$ -
Stock
3,781
-
-
Available-for-sale financial assets:
Stock
132,170
-
-
Beneficiary certification
5,730
-
-
Financial liabilities:
Financial liabilities at fair value through
profit or loss
Cross currency swap
$ -
$44,427
$ -
Embedded derivative - bond
-
300
-
Transfers between Level 1 and Level 2 during the period
During the years ended 31 December 2018 and 2017, there were no
transfers between Level 1 and Level 2 fair value measurements.
Total
$57,849
3,781
132,170
5,730
$44,427
300

Reconciliation for fair value measurements in Level 3 of the fair value hierarchy for movements during the period is as follows:

Beginning balances as of 1 January 2018
Total gains and losses recognized for the year ended
31 December 2018:
Amount recognized in OCI (presented in
“Unrealized gains (losses) from equity instruments
investments measured at fair value through other
comprehensive income)
The return of paid-in capital for capital reduction
Ending balances as of 31 December 2018
Assets
At fair value through other
comprehensive income
Stocks
$231,424
36,804
(7,199)
$261,029

191

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Information on significant unobservable inputs to valuation

Description of significant unobservable inputs to valuation of recurring fair value measurements categorized within Level 3 of the fair value hierarchy is as follows:

As of 31 December 2018

Financial assets:
At fair value through
profit or loss
Stocks and others
Valuation
techniques
Significant
unobservable inputs

Quantitative
information


Relationship
between inputs
and fair value
Sensitivity of the input to
fair value
Market approach Discount for lack of
marketability
30% The higher the
discount for lack
of marketability,
the lower the fair
value of the
stocks
10% increase (decrease)
in the discount for lack
of marketability would
result in increase
(decrease) in the Group’s
profit or loss by
NT$26,103 thousand

Valuation process used for fair value measurements categorized within Level 3 of the fair value hierarchy

The Group’s Financial Department is responsible for validating the fair value measurements and ensuring that the results of the valuation are in line with market conditions, based on independent and reliable inputs which are consistent with other information, and represent exercisable prices. The Department analyses the movements in the values of assets and liabilities which are required to be re-measured or re-assessed as per the Group’s accounting policies at each reporting date.

As at 31 December 2018
Financial assets not measured at fair
value but for which the fair value is
disclosed:
Investments accounted for using the
equity method(please refer to Note 6(9))
Level 1 Level 2 Level 3 Total
$526,199
$ -

$ -
$526,199

192

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

As at 31 December 2017
Financial assets not measured at fair
value but for which the fair value is
disclosed:
Investments accounted for using the
equity method(please refer to Note 6(9))
Level 1 Level 2 Level 3 Total
$561,337
$ -

$ -
$561,337

(10) Significant assets and liabilities denominated in foreign currencies

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

Financial assets
Monetary items:
USD
RMB
EUR
Financial liabilities
Monetary items:
USD
RMB
EUR
As of 31 December 2018
Foreign
exchange
rate
NTD
30.73
$3,128,157
4.48
2,501,964
35.20
107,940
30.73
1,411,342
4.48
1,519,250
35.20
23,281
As of 31 December 2017 31 December 2017
Foreign
currencies
$101,785
558,943
3,066
45,923
339,406
661
Foreign
exchange
rate
30.73
4.48
35.20
30.73
4.48
35.20
Foreign
currencies
$100,384
490,382
2,515
48,451
286,322
565
Foreign
exchange
rate
29.85
4.58
35.67
29.85
4.58
35.67
NTD
$2,996,253
2,247,687
89,733
1,446,171
1,312,366
20,167

The Company has a number of different functional currencies; therefore, we are unable to disclose the exchange loss and gain of monetary financial assets and financial liabilities under each foreign currency that has significant impact. The Company had NT$113,221 thousand and NT$(136,760) thousand foreign exchange gains(losses) for the years ended 31 December 2017 and 2018, respectively.

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

193

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

(11) 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.

(12) Transfer of financial assets information

Part of the Group’s notes receivable has been signed into with recourse contracts with financial institutions. Yet the Group transferred the cash flow rights of such receivables, the company still bear the credit risk that notes receivable cannot be collected, which does not meet the de-recognition of financial assets. The transaction related information is as follows:

Counterparty
BOCOM Beijing Development Zone Branch
HSBC Bank (China) Co., Ltd. Beijing Branch
Amount to be
transferred
$247,715
182,595
Amount have been
advancednote
$247,715
182,595

Note: Recorded in short-term loans

13. Other disclosure

(1) Information at significant transactions

  • (a) Financing provided to others for the year ended 31 December 2018: Please refer to Attachment 1.

  • (b) Endorsement/Guarantee provided to others for the year ended 31 December 2018: Please refer to Attachment 2.

194

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

  • (c) Securities held as of 31 December 2018: Please refer to Attachment 3.

  • (d) Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20 percent of the paid-in capital for the year ended 31 December 2018: None.

  • (e) Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20 percent of the paid-in capital for the year ended 31 December 2018: None.

  • (f) Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20 percent of the capital stock for the year ended 31 December 2018: None.

  • (g) Related party transactions for purchases and sales exceeding the lower of NT$100 million or 20 percent of the capital stock for the year ended 31 December 2018: Please refer to Attachment 4.

  • (h) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20 percent of capital stock as of year ended 31 December 2018: Please refer to Attachment 5.

  • (i) Financial instruments and derivative transactions: Please refer to Note 12. (8).

  • (j) The business relationship, significant transactions and amounts between parent company and subsidiaries: Please refer to Attachment 6.

  • (2) Information on investees:

Names, locations, main businesses and products, original investment amount, investment as of 31 December 2018, net income (loss) of investee company and investment income (loss) recognized as of 31 December 2018: Please refer to Attachment 7.

195

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

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

  • (3) Information on investments in mainland China

  • (a) Investment in Mainland China: Please refer to Attachment 8.

  • (b) Significant transactions through third regions with the investees in Mainland China:

    • i. Purchases amount and percentage, and related ending balance and percentage of payables: Please refer to Attachment 4.

    • ii. Sales amount and percentage, and related ending balance and related ending balance and percentage of receivables: None.

iii. Property transaction amount and occurred gain (loss): None.

  • iv. Ending balance and purpose of endorsement/guarantee provided for notes or collateral: None.

  • v. Highest balance, ending balance, interest rate interval and total interest amount in current period of financing: None.

  • vi. Other transactions with significant influence on current period income or financial position: Please refer to Attachment 4.

14. Segment information

For management purposes, the Group is organized into business units based on their products and services and has three reportable operating segments as follows:

  • (1) DMIS: The segment focuses on manufacturing and sale of cable assemblies.

  • (2) Component: The segment is in charge of selling various electronic connectors and electronic components.

  • (3) Headquarter Operating: The segment focuses on managing investment and other businesses beyond the scopes of DMIS and Component segments.

196

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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 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 31 December 2018

Revenue
External customer
Inter-segment
Total revenue
Segment profit
Cable Segment
$10,507,289
3,065,127
$13,572,416
$1,964,685
Electronic
Segment
Management
Operation
Segment

Adjustment and
Cancellation
(Note)
Consolidated
$3,588,066
21,504
$1,549,898
391,346
$ -
(3,477,977)
$(3,477,977)
$-
$15,645,253
-
$3,609,570 $1,941,244 $15,645,253
$414,691 $(459,308) $1,920,068

Note: Inter-segment revenues were eliminated when consolidated.

For the year ended 31 December 2017

Revenue
External customer
Inter-segment
Total revenue
Segment profit
Cable Segment
$8,553,201
2,528,107
$11,081,308
$1,487,244
Electronic
Segment
Management
Operation
Segment

Adjustment and
Cancellation
(Note)
Consolidated
$3,649,534
20,532
$858,704
285,295
$ -
(2,833,934)
$(2,833,934)
$-
$13,061,439
-
$3,670,066 $1,143,999 $13,061,439
$330,294 $(197,994) $1,619,544

Note: Inter-segment revenues were eliminated when consolidated.

Information on assets and liabilities of the operating segment as of 31 December 2018 and 31 December 2017 are as follows:

197

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Segment Assets:

31 December 2018
31 December 2017
Cable
Segment
Electronic
Segment
$1,934,106
Management
Operation
Segment
Subtotal Adjustment and
Elimination

Consolidated
$8,202,295 $1,245,919 $11,382,320 $2,819,216 $14,201,536
$6,280,117 $1,671,415 $1,125,084 $9,076,616 $3,442,861 $12,519,477

Segment Liabilities:

31 December 2018
31 December 2017
Cable
Segment
Electronic
Segment
$1,428,858
Management
Operation
Segment
Subtotal Adjustment and
Elimination

Consolidated
$4,573,586 $1,313,950 $7,316,394 $88,510 $7,404,904
$3,550,080 $1,326,561 $1,257,284 $6,133,925 $89,296 $6,223,221
  • (a) Geographical information

  • i. Revenue from external customers:

Revenue from external customers:
Mainland China (Hong Kong)
United States
Taiwan
Other countries
Total
For theyears ended 31 December
2018 2017
$9,269,754
2,414,415
780,945
3,180,139
$7,251,594
1,915,252
698,608
3,195,985
$15,645,253 $13,061,439

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

  • ii. Non-current assets:
Mainland China
Taiwan
United States
Other
Total
As of 31 December
2018
2017

$1,314,091
$1,144,254
1,229,336
1,338,568
35,943
50,956
260,618
269,581
$2,839,988
$2,803,359
As of 31 December
2018
2017

$1,314,091
$1,144,254
1,229,336
1,338,568
35,943
50,956
260,618
269,581
$2,839,988
$2,803,359
2017
$1,144,254
1,338,568
50,956
269,581
$2,803,359
  • (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 31 December 2018 and 2017.

198

Attachment 1: Financing provided to others for the three-month period ended 31 December 2018

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 $46,836 $44,762 $ - 0.00% Note 4 $ - Need for
operating
$ - - $ - $91,188 $91,188
$2 Kwan-Ze Radbon Other
receivables
Y $15,000 $15,000 - 0.00% Note 4 $ - Need for
operating
$ - - $ - $139,471 $139,471

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 2018.

$227,971*40%=$91,188

Kwan-Ze's financing limit for Ray Service was set at 40% of the lender's net worth of the financial report audited by the certified public accountants as of 31 December 2018. $348,677*40%=$139,471

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 2018.

BJSB $227,971*40%=$91,188

Kwan-Ze $348,677*40%=$139,471

Note 4: For short-term financing.

199

Attachment 2: Endorsement/Guarantee provided to others as of 31 December 2018

(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/
endorsemen
t
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 2 $2,629,057 $46,452 $46,100 $ - none 0.70% $6,572,643 Y N Y
0 The Company SZSB 2 $2,629,057 $15,484 $15,366 $ - none 0.23% $6,572,643 Y N Y
0 The Company TCSB 2 $2,629,057 $170,324 $169,032 $ - none 2.57% $6,572,643 Y N Y
0 The Company EM 2 $2,629,057 $201,292 $199,764 $ - none 3.04% $6,572,643 Y N Y
0 The Company JYSB 2 $2,629,057 $371,616 $368,796 $ - none 5.61% $6,572,643 Y N Y
0 The Company BJSB Tongan 2 $2,629,057 $735,321 $444,291 $ - none 6.76% $6,572,643 Y N Y
0 The Company T-CONN Precision 2 $2,629,057 $177,420 $176,832 $ - none 2.69% $6,572,643 Y N N
0 The Company ET Hungary 2 $2,629,057 $257,924 $254,804 $141,516 none 3.88% $6,572,643 Y N N
0 The Company T-CONN Zhongshan 2 $2,629,057 $417,011 $414,896 $70,682 none 6.31% $6,572,643 Y N Y
0 The Company Radbon 2 $2,629,057 $50,000 $50,000 $30,000 none 0.76% $6,572,643 Y N N
  • Note 1: The Company and its subsidiaries are coded as follows:

  • The Company is coded "0".

  • The subsidiaries are coded consecutively beginning from "1" in the order presented in the table above.

  • Note 2: According to the "Guidelines Governing the Preparation of Financial Reports by Securities Issuers" issued by the R.O.C. Securities and Futures Bureau, the receiving parties shall be disclosed as one of the following: 1. A company with which it does business.

  • A company in which the public company directly and indirectly holds more than 50 percent of the voting shares.

  • A company that directly and indirectly holds more than 50 percent of the voting shares in the public company.

  • A company in which the public company holds, directly or indirectly, 90 percent or more of the voting shares.

  • A company that fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project.

  • A company that all capital contributing shareholders make endorsements/guarantees for their jointly invested company in proportion to their shareholding percentages.

  • Companies in the same industry provide among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other.

  • 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 31 December 2018. $6,572,643Í40%=$2,629,057

  • 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 31 December 2018.

  • 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.

200

Attachment 3: Securities held as of 31 December 2018. (Excluding subsidiaries, associates and joint ventures)

Holding Company Type and name of securities Relationship
(Note 1)
Financial statement account a s of 31 December 2018 s of 31 December 2018 s of 31 December 2018 Note
Shares Book value Percentage of
ownership (%)
Fair value
The Company Chengding Venture Capital Co., Ltd. - Equity instrument investments measured at fair value through
other comprehensive income–Non-current
15,000,000 shares $103,372 11.11% $103,372 -
The Company Top Taiwan Venture Capital Co., Ltd. - Equity instrument investments measured at fair value through
other comprehensive income–Non-current
6,000,000 shares 57,359 7.50% 57,359 -
Kwan-Ze Chengding Venture Capital Co., Ltd. - Equity instrument investments measured at fair value through
other comprehensive income–Non-current
5,000,000 shares 34,426 3.70% 34,426 -
The Company Dynahz Technologies - Equity instrument investments measured at fair value through
other comprehensive income–Non-current
2,771,670 shares 32,470 16.67% 32,470 -
The Company Top Taiwan VII Venture Capital Co., Ltd. - Equity instrument investments measured at fair value through
other comprehensive income–Non-current
1,897,960 shares 18,684 3.06% 18,684 -
The Company Gongwin Biopharm Holdings Co., Ltd. - Equity instrument investments measured at fair value through
other comprehensive income–Non-current
235,000 shares 15,698 0.25% 15,698
Kwan-Ze Actmax Technologies Inc. - Equity instrument investments measured at fair value through
other comprehensive income–Non-current
- 4,890 19.00% 4,890 -
The Company Top Taiwan III Venture Capital Co., Ltd. - Equity instrument investments measured at fair value through
other comprehensive income–Non-current
691,057 shares 4,287 4.07% 4,287 -
The Company Top Taiwan II Venture Capital Co., Ltd. - Equity instrument investments measured at fair value through
other comprehensive income–Non-current
347,500 shares 2,235 5.00% 2,235 -
Sinbon USA L.L.C HOTWIRE Development LLC Equity instrument investments measured at fair value through
other comprehensive income–Non-current
697,500 shares 1,962 5.00% 1,962
The Company Bandrich, Inc. - Equity instrument investments measured at fair value through
other comprehensive income–Non-current
330,000 shares 549 1.62% 549 -
The Company Japen Sinbon Electronics Co., Ltd. - Equity instrument investments measured at fair value through
other comprehensive income–Non-current
75 shares 795 15.00% 795 -
The Company Nextronics Engineering Corp. - Financial asset measured at fair value through profit or loss–
current
2,950 shares 77,438 9.94% 77,438
The Company Cayman Lan-Cheng Fund - Financial asset measured at fair value through profit or loss–
current
30 shares 76,634 17.14% 76,634
T - CONN Funds Beneficiary Certificate - Financial asset measured at fair value through profit or loss–
current
- 4,476 - 4,476
The Company Trutankless, Inc. Financial asset measured at fair value through profit or loss–
current
162 shares 2,596 - 2,596
Total 437,871

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

201

Attachment 4: Related party transactions for purchases and sales exceeding the lower of NT$100 million or 20 percent of the capital stock as of 31 December 2018

Related party Counterparty 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 JYSB Subsidiary Purchase $1,595,777 42.37% Trading condition is as
same as other supplier
N/A N/A $(287,872) (32.23)%
HKSB JYSB Associates Purchase $707,104 33.02% Trading condition is as
same as other supplier
N/A N/A $(183,370) (31.39)%
T-CONN SPL Associates Purchase $127,757 19.26% Trading condition is as
same as other supplier
N/A N/A $(23,072) (12.60)%
T-CONN T-CONN Zhongshan Associates Purchase $260,190 39.22% Trading condition is as
same as other supplier
N/A N/A $(32,711) (17.86)%
EM BJSB Tongan Associates Purchase $139,238 26.52% Trading condition is as
same as other supplier
N/A N/A $(158,574) (38.95)%
JYSB Sinbon USA Associates Purchase $104,223 2.61% Trading condition is as
same as other supplier
N/A N/A $(11,841) (0.94)%
BJSB Tongan EM Associates Purchase $121,865 5.99% Trading condition is as
same as other supplier
N/A N/A $(69,056) (9.45)%

Attachment 5: Receivables from related parties with accounts exceeding the lower of NT$100 million or 20 percent of the capital stock as of 31 December 2018

Related party Counterparty Relationship Amount Average
collection
turnover
Overdue account receivable-related Overdue account receivable-related Collection in subsequent
period
Allowance for
doubtful debts
Amount Processing method
JYSB The Company Subsidiary $287,872 4.8 $- - $44,630 $-
JYSB HKSB Associates $183,370 4.0 $- - $26,767 $-
BJSB Tongan EM Associates $158,574 1.8 $ - - - $ -

202

Attachment 6: 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 JYSB 1 Purchase $1,595,777 (Note 4) 10.20%
1 JYSB The Company 2 Sales $1,595,777 (Note 4) 10.20%
1 JYSB HKSB 3 Sales $707,104 (Note 4) 4.52%
2 HKSB JYSB 3 Purchase $707,104 (Note 4) 4.52%
3 SPL T-CONN Precision 3 Sales $127,757 (Note 4) 0.82%
4 T-CONN SPL 3 Purchase $127,757 (Note 4) 0.82%
4 T-CONN T-CONN Zhongshan 3 Purchase $260,190 (Note 4) 1.66%
5 T-CONN
Zhongshan
T-CONN 3 Sales $260,190 (Note 4) 1.66%
6 EM BJSB Tongan 3 Purchase $139,238 (Note 5) 0.89%
7 BJSB Tongan EM 3 Sales $139,238 (Note 6) 0.89%
1 JYSB Sinbon USA 3 Purchase $104,223 (Note 7) 0.67%
8 Sinbon USA JYSB 3 Sales $104,223 (Note 8) 0.67%
7 BJSB Tongan EM 3 Purchase $121,865 (Note 9) 0.78%
6 EM BJSB Tongan 3 Sales $121,865 (Note 10) 0.78%

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:

  1. The holding company to subsidiary.

  2. Subsidiary to holding company.

  3. 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.

203

Attachment 7: Names, locations, main businesses and products, original investment amount, investment as of 31 December, net income (loss) of investee company and investment income (loss) recognized as of 31 December 2018: (Excluding investment in Mainland China)

Investor Investee company
(Note1)
Address Main businesses and products Initial Investment Initial Investment Investment as of 31 December 2018 Investment as of 31 December 2018 Investment as of 31 December 2018 Net income (loss) of
investee company
Investment
income (loss)
recognized
Note
Ending balance Beginning balance Number of
shares
Percentage of
ownership
(%)
Book value (Note 1 )
The Company HKSB Hong Kong Manufacturing and selling a wide
variety of connectors, wires and
cables.
HKD95,606,000
$401,262
HKD95,606,000
$401,262
- 100.00% $477,520 $71,274 $71,274 Subsidiary
The Company Kwan-Ze New Taipei City, Taiwan Holding company $235,600 $235,600 23,560,000 shares 100.00% $348,679 $53,981 $53,981 Subsidiary
The Company Top Taiwan IV
Venture Capital Co.,
Ltd
Taipei City, Taiwan Holding company $22,400 $40,000 2,240,000 shares 20.00% $24,061 $18 $4 Investee under
the equity
method
The Company SB BVI British Virgin Islands Holding company USD45,021,000
$1,461,158
USD40,021,000
$1,309,185
- 100.00% $3,663,702 $465,726 $465,726 Subsidiary
The Company Argosy Technologies
Co., Ltd.
Hsinchu City,
Taiwan
Produce and sells a variety of
electronic components, computers
andperipheral equipment
$30,648 $30,648 2,945,034 shares 3.59% $49,210 $295,644 $10,605 Investee under
the equity
method
The Company Worldwide
Wire Harnesses
Co., Ltd.
Samoa Logistic center. $ - USD75,000
$2,451
- - - $(9,595) $(4,797) Subsidiary
The Company S E L Mauritius Holding company USD3,726,000
$120,732
USD 4,233,000
$136,361
- 64.48% $108 $(8) $(5) Subsidiary
The Company Sinbon
USA
LLC
216th street SW,Suite D
Lynneood WA 98036
Logistic center. USD4,059,000
$128,061
USD3,000,000
$93,412
- 100.00% $61,182 $(9,860) $(9,860) Subsidiary
The Company Sinbon Europe GmbH Pfarrkirchen, Germany Logistic center. EUR5,209,000
$185,241
EUR5,209,000
$185,241
- 100.00% $110,496 $(50,628) $(50,628) Subsidiary
The Company Radbon Miaoli County, Taiwan Manufacturing and selling signal
cables and cabin wiring.
$33,000 $27,000 3,300,000 shares 55.00% $30,527 $(4,494) $(6,761) Subsidiary
The Company T-CONN New Taipei City, Taiwan Manufacturing and selling a wide
variety of connectors, wires and
cables.
$116,804 $56,510 11,308,970 shares 62.52% $153,467 $37,730 $24,233 Subsidiary
T-CONN S P L Mauritius Logistic center. $3,039 $3,039 - 100.00% $23,748 $5,693 $ - Subsidiary
Sinbon USA LLC Circuits & Cables LLC
(C&C)
815 South Brown School
Road Vandalia, OH 45377,
USA
Selling a wide variety of connectors
and cables.
USD 1,604,000 USD 1,604,000 - 40.00% $32,181 USD(1,344,000)
$(40,545)
$(16,218) Investee under
the equity
method
Sinbon
USA
L.L.C
Worldwide
Wire Harnesses
Co.,Ltd.
Samoa Logistic center. USD 75,000 $ - - 50.00% $1,799 $(9,595) $ - Subsidiary
Kwan-Ze Digi O2 Miaoli Country, Taiwan Selling a wide variety of connectors
and cables.
$ - $108,770 - - $ - $ - $ - Subsidiary

204

Attachment 7: Names, locations, main businesses and products, original investment amount, investment as of 31 December, net income (loss) of investee company and investment income (loss) recognized as of 31 December 2018: (Excluding investment in Mainland China)

Investor Investee company
(Note1)
Address Main businesses and products Initial Investment Initial Investment Investment as of 31 December 2018 Investment as of 31 December 2018 Investment as of 31 December 2018 Net income (loss) of
investee company
Investment
income (loss)
recognized
Note
Ending balance Beginning balance Number of
shares
Percentage of
ownership
(%)
Book value (Note 1 )
Kwan-Ze Argocy Research Inc. Hsinchu City,
Taiwan
Produce and sells a variety of
electronic components, computers
andperipheral equipment
$147,175 $147,175 14,624,200 shares 17.81% $248,651 $295,644 $ - Investee under
the equity
method
Worldwide
Wire Harnesses
Co., Ltd.
STT U.S.A Tennessee Logistic center. USD140,000
$4,542
USD140,000
$4,542
- 50.00% USD(133)
$(4,087)
USD(318)
$(9,595)
$ - 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% $16,338 $(76) $ - Investee under
the equity
method
Argocy Research
Inc.
Ari International
(Singapore)Pte.,Ltd.
(AIS)
Singapore Holding company $32,697 $32,697 - 100.00% $4,571 $(344) $ - 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% $82,875 $9,408 $ - Investee under
the equity
method
Argocy Research
Inc.
ROTEC LIMITED British Virgin Islands Holding company $268,479 $268,479 8,550 shares 77.38% $426,874 $57,123 $ - 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% $124,785 $57,123 $ - Investee under
the equity
method
Sinbon Europe
GmbH
Sinbon Elcotronic
Holding GmbH
Germany Holding company EUR5,184,000
$181,113
EUR5,184,000
$181,113
- 51.00% EUR3,116,000
$109,676
EUR(2,602,000)
$(92,654)
$ - Subsidiary
Sinbon Elcotronic
Holding GmbH
ET Hungary Hungary Selling,Producting and Processing a
wide variety of connectors and
cables.
EUR1,080,000
$38,364
EUR1,080,000
$38,364
- 100.00% EUR911,000
$32,078
EUR(2,365,000)
$(84,206)
$ - Subsidiary
Sinbon Elcotronic
Holding GmbH
ET Germany Germany Logistic center. EUR1,245,000
$44,225
EUR1,245,000
$44,225
- 100.00% EUR1,258,000
$44,271
EUR(140,000)
$(5,000)
$ - Subsidiary

Note 1: 1 Information of "Investee company", "Address", "Main businesses and products", "Initial Investment"and "Investment as of 31 December 2018" shall be filled in the table according to the Company's reinvestmet and the to the subsidiaries' re-investment in corresponding order, and indicate the relationship in the Notes.

2 Net income (loss) of investee shall be filled in"Net income (loss) of investee company".

3 "Investment income (loss) recognized for the period" shall contain only investment income (loss) of all direct investees and investees under the equity method, and the investor shall confirm that its investment income (loss) of all direct investees includes the subsidiaries' re-investment.

205

Attachment 8: 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
1 January 2018
Investment Flows Investment Flows Accumulated Outflow
of Investment from
Taiwan as of
31 December 2018
Net income (loss)
of investee
company
Percentag
e of
Ownership
Investment
income
(loss) recognized
Carrying Value as
of
31 December
2018
Accumulated Inward
Remittance of
Earnings
as of
31 December 2018
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
$4,925 100.00% $4,925
(Note 1)
$226,114 USD11,030,000
$351,623
JY Sinact Manufacturing and selling a
wide variety of connectors,
wires and cables.
USD 31,780,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 22,050,000
$705,108
$ - $ - USD 22,050,000
$705,108
USD12,691,000
$382,791
100.00% USD12,691,000
$382,791
(Note 1)
USD87,189,000
$2,679,590
USD19,761,000
$608,088
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
USD480,000
$14,470
100.00% USD480,000
$14,470
(Note 1)
USD6,285,000
$193,142
USD1,587,000
$48,389
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
USD1,171,000
$35,319
100.00% USD1,171,000
$35,319
(Note 1)
USD10,077,000
$309,706
RMB13,500,000
$61,261
TCSB Selling a wide variety of
connectors, wires and cables.
USD 14,000,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 3,000,000
$96,090
USD 5,000,000
$151,973
$ - USD 8,000,000
$248,063
USD1,294,000
$39,039
100.00% USD1,294,000
$39,039
(Note 1)
USD16,321,000
$501,604
USD196,000
$5,890
China Digital Library
Corp.Ltd.
Technology development of
computer software, transfer
of technology, advisory
service
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% $ - $ - $ -
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
$ - - $ - $ - $ -
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
$ - - $ - $ - $ -

206

Attachment 8: 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
1 January 2018
Investment Flows Investment Flows Accumulated Outflow
of Investment from
Taiwan as of
31 December 2018
Net income (loss)
of investee
company
Percentag
e of
Ownership
Investment
income
(loss) recognized
Carrying Value as
of
31 December
2018
Accumulated Inward
Remittance of
Earnings
as of
31 December 2018
Outflow Inflow
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
$9,883 62.52% $9,883
(Note 3)
$(993) $ -
BJSB Tongan Manufacturing and selling a
wide variety of connectors,
wires and cables.
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
$378,553 100.00% $378,553
(Note 1)
$1,294,388 USD4,600,000
$138,528
Accumulated Investment in Mainland China as of
31 December 2018
Investment Amounts Authorized by
Investment Commission, MOEA
Upper Limit on Investment
USD51,487,000
USD 53,420,000
N/A (Note 4)
Accumulated Investment in Mainland China as of
31 December 2018
Investment Amounts Authorized by
Investment Commission, MOEA
Upper Limit on Investment
USD51,487,000 USD 53,420,000 N/A (Note 4)

Note 1: Based on the financial statements certificated by the public accountant of the parent company in Taiwan.

Note 2: The financial statements were not audited by independent accounts.

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.

207

  • 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

  • 208 -

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 the last two years and future responsive plans:

Expressed in Thousands of NTD

Year
Item

2017
2018 Difference Difference
Amount Percentage
Current assets 9,716,118
11,361,548

1,645,430
16.94
Fixed assets 1,486,310
1,854,001

367,691
24.74
Other assets 310,123
177,400

(132,723)
(42.80)
Total assets 12,519,477
14,201,536

1,682,059
13.44
Current liabilities 5,473,028
6,981,572

1,508,544
27.56
Long-term liabilities 483,921
7,646

(476,275)
(98.42)
Total liabilities 6,223,221
7,404,904

1,181,683
18.99
Capital stock 2,254,162
2,266,954

12,792
0.57
Capital surplus 830,265
904,086

73,821
8.89
Retained earnings 3,233,651
3,743,536

509,885
15.77
Total equities 6,296,256
6,796,632

500,376
7.95
Note:
(1) Fixed assets increase because completed a second factory in Miaoli.
(2) Other assets decrease was caused by pre-paid equipment.
(3) Current liabilities increase because of the short-term loan and accounts payable growth. Also
long-term company bond transfer into.
(4) Long-term liabilities decrease because of long-term company bond transfer into current
liabilities.
(5) 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 the last two years and their references, and future responsive plans:

Expressed in Thousands of NTD

2017 2018 2018 Increased)
(reduced)
amount
Variable
proportion %
Subtotal Total Subtotal Total
Total operating revenue
Minus: Sales return and
Sales discount
Sales income
Other operating revenues
Net operating revenue
amount
Operating cost
(55,285) 13,116,724
(55,285)

13,061,439
-

13,061,439
(9,781,088)

(44,036 )

15,689,289

(44,036)

15,645,253
-

15,645,253
(11,725,308)


2,572,565

11,249


2,583,814



2,583,814

(1,944,220)

19.61
(20.35)

19.78

19.78
19.88

  • 209 -
2017 2017 2017 2018 2018 2018 Increased)
(reduced)
amount
Variable
proportion %
Subtotal Total Subtotal Total
Operating gross profit
Minus: End unrealized
gross profit
Plus: Beginning realized a
gross profit
Net operating gross profit
Operating expense
Net operating margin
Non-operating income
and expense
Continuing operating
income before tax
Income tax expense
Continuing operating
income after tax
3,280,351

3,280,351
(1,887,205)

1,393,146
226,398

1,619,544
(395,456)

1,224,088
3,919,945

3,919,945
(2,288,256)

1,631,689
288,379

1,920,068
(548,539)

1,371,529
639,594

639,594
(401,051)

238,543
61,981

300,524
(153,083)

147,441
19.50

19.50
21.25

17.12
27.38

18.56
38.71

12.04
Addition/reduction variable analysis:
Non-operatingincome increased as exchangegain increased.

7.3. Cash flows

7.3.1. Analysis of cash flows in the last two years

Year
Item
Year
Item

2017

2017

2017
2018 2018 Increase (reduction)
proportion
Increase (reduction)
proportion
Cash flow ratio 14.11% 4.92% -9.19%
Cash flow adequacyratio 114.45% 78.45% -36.00%
Cash reinvestment ratio -0.74% -6.54% -5.80%
Note: Cash flow adequacyratio down was caused byincreasingcash dividends in 2017.
7.3.2. Analysis of cash flows in the coming year Expressed in Thousands of NTD
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
788,605
536,115

1,068,882

255,838

-

-

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.

  • 210 -

7.5. Re-investment policies and major causes of profits or losses in recent years, improvement plans, and investment plans in the coming year:

Expressed in Thousands of NTD

Description
Item

The
amount by
31 Dec
2018
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.
SINBON
International
Enterprise Co., Ltd.
1,461,158
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 Beijing
30,719
Cultivation of and
service for customers
in northern China.
Operations of that
company brought
profits.
Super Elite
Ltd.
120,732
Indirect control of the
electronics part/
component business
in the 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. 128,061 Cultivation of
customers in the USA.
Operation losses. Continuous
cultivation of local
customers.
Radbon
Avionics
Inc.

33,000

Development products
in the aviation
industry.

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

185,241
Cultivation of
customers in the EU.
Operation losses and
in the beginning stage.
Continuous
cultivation of local
customers.
T-conn
Precision
Corporation

116,804
Connecters’manufactu
ring and trading
Operations of that
company brought
profits.

7.6. Risk items

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

  • (1) Impact on profits and losses of interest rate volatility and future countermeasures in recent years

    • We will continuously observe future market changes and take action to prevent risk at appropriate times to reduce potential risk from the interest rate volatility.
  • (2) Impact on profits and losses of exchange rate volatility and future countermeasures in recent years

  • 211 -

In 2018, the recognized losses from the exchange were NT$113,221 thousands. We have implemented currency hedging to prevent the impact of exchange rate volatility on profits and losses.

  • (3) Impact on profits and losses of inflation and future countermeasures in recent years

No unfavourable impact was reported in 2018.

  • 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 2018, we did not engage in high-risk, high-leverage investments.

  • (2) In 2018, 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$6,572,643 thousands. By the end of 2017, the balance of endorsements and guarantees was NT$2,139,881 thousands.

  • 7.6.3. Future R&D plans and estimated R&D investments: In 2017, we invested a total of NT$582,938 thousand for R&D, with 4% higher than the previous year. In the future, SINBON actively develops electronic parts and components for the Internet of Thing (IoT), robots, and smart home applications. We will spend at least NT$300 million each year or over 3% of revenue on R&D 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 fulfil 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: The expansion of the company's Miaoli II plant is expected to increase revenues and profits in Taiwan and provide more job opportunities; the risk may arise from the fact that when the revenues and profits are not as expected, the plant will be idle and the cost will increase; the Company could create other business or transfer business from other sites to prevent it happens.

  • 7.6.9. The risk from the centralization of material input and sales and countermeasures: N/A

  • 212 -

  • 7.6.10. Impact and risk of mass share transfer or conversion of directors, supervisors, or major shareholders holding over 10% of shares and countermeasures: None.

  • 7.6.11. Impact and risk of the 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.

  • 213 -

8. Special Notes

8.1. Information of affiliates

8.1.1. Consolidated business reports of affiliates

  • (1) Affiliates organization chart

==> picture [432 x 388] intentionally omitted <==

(2) Basic information of affiliates

Name Establishment
Date
Paid-in Capital Address The major scope of business
orproducts
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.
  • 214 -
Name Establishment
Date
Paid-in Capital Address The major scope of business
orproducts
SINBON
Shanghai
(Sales Office)

1996.3.15
US$3.28 million
3F, Building 60, No.
461, Hong-Cao Rd.,
Shanghai 200233, China

Sales of comprehensive
Cables, connectors, and other
electronic parts and
components.
SINBON
International
Enterprise
CompanyLimited
2000.10.24 US$52.78 million
P.O. Box 3340, ROAD
TOWN, TORTOLA,
BRITISH VIRGIN ISLAND
General investment
SINBON
Jiangyin
(Factory)

2000.12.20
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)

2001.05.09
US$2.81 million
Rm.802, Bld.212, Tairan
Industrial Zone,
Chegongmiao,
Futian District,
Shenzhen City,
Guangdong Province
518040,China
Sales of comprehensive
cables, connectors, and other
electronic parts and
components.
Guanze Co., Ltd. 2003.01.22 NT$ 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.
Worldwide
Wire
Harnesses Co.,Ltd.

2007.04.24
US$0.15 million Samoan Islands Overseas sales centre
SINBON
Technologies
Tennessee Co.,LLC.
2007.08.16 US$0.15 million
211 Industrial Park
Drive Cumberland City,
TN 37050
Overseas sales centre
  • 215 -
Name Establishment
Date
Paid-in Capital Address The major scope of business
orproducts
SINBON USA LLC. 2014.05.29 US$4.05 million 4265 Gibson Dr., Tipp
City,Ohio 45371
Overseas sales centre
Radbon
Avionics
Inc.

2015.12.28
NT$60 million
No. 582 Kuohwa Road,
Miaoli 360, Taiwan
Production and sales of
comprehensive electronic
connectors and cables.
T-CONN
Precision
Corporation

2002.01.18
NT$180.88 million
4-3F, No. 79, Xintai 5th
Road, Xiji District, New
Taipei City,Taiwan
Sales of connectors and other
electronic parts and
components.
Super Elite Limited
2001.10.01
US$6.43 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 US$0.1 million
2nd Floor, Felix House,
24 Dr. Joseph Riviere
Street, Port Louis,
Republic of Mauritius
Offshore trading centre
SINBON Europe
GmbH
2015.09 EUR 5.21 million Passauer Str. 99
84347 Pfarrkirchen
General investment
SINBON Holding
GmbH
2010.06.10 EUR 5.92 million
Passauer Str. 99
84347 Pfarrkirchen
Germany
General investment
SINBON Germany
GmbH
1996.11.08 EUR 550,000
Passauer Str. 99
84347 Pfarrkirchen
Germany
Logistic center
SINBON
Hungary Kft
1996.12.16 KFT 20 million
Tatabánya, Tarjáni út 1,
2800
Manufacturing and selling a
wide variety of connectors,
wires and cables
Jiangsu EnMai
Energy and
Technology Co.,
Ltd.
2017.07.21 RMB 30 million
Floor 2, Building D5,
No.6, Dongsheng Xilu
Road, Jiangyin, Wuxi,
Jiangsu,China
Selling a wide variety of
connectors, wires and cables

(3) Information of the same shareholders in re-invested enterprises with controlling power and a subsidiary relationship: None

  • 216 -

(4) Directors, supervisors, and presidents of subsidiaries

Name Title Name or Representative Shares Held
Shares Percentage
SINBON Beijing
(Factory)
Chairman
Director
President
Joseph Wang
Jun-Qiang Wang and 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
International Enterprise Company
Limited)
US$31.78 million 100.00%
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%
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$14 million 100.00%
  • 217 -
Name Title Name or Representative Shares Held
Shares Percentage
SINBON Tongan
Electronics
Beijing
Chairman
Director
Supervisor
(concurrent)
Joseph Wang
Jun-Qiang Wang and Wei-Ming Liang,
Chi-Chou Chang
(All are representatives of SINBON
International Enterprise Company
Limited)
US$3 million 100.00%
Worldwide Wire
Harnesses Co.,
Ltd.
Director Wei-Ming Liang and Zi-Wei Lin
(Representative of SINBON Electronics)
LESLIE ROY WELCH (representative of
Tennessee Wire Technologies LLC)

US$75 thousand
50.00%
SINBON
Technologies
Tennessee Co.,
L.L.C.
Director Wei-Ming Liang and Zi-Wei Lin
(Representative of SINBON Electronics)
LESLIE ROY WELCH (representative of
Tennessee Wire Technologies LLC)

US$75 thousand
50.00%
SINBON USA
L.L.C.
Chairman Wei-Ming Liang(Representative of
SINBON Electronics)
US$4.06million 100.00%
Radbon Avionics
Inc.
Chairman
Director
Qi-Zhong Cheng
Kuo-Hong Wang and Andy T.C. Chiu
(All are representatives of SINBON
International Enterprise Company
Limited)
3,300,000 shares 55.00%
T-CONN
Precision
Corporation
Chairman
Director
Director
Supervisor
Supervisor
Xin-Chi Yeh
Joseph Wang
Jun-Qiang Wang
Chi-Chou Chang
(these four people are all
representatives of SINBON Electronics)
Jun-Qiang Wang (representative of
Wistron Corporation)
11,308,970 shares 62.52%
Super Elite
Limited
Chairman
Director
Director
Director
Director
Xin-Chi Yeh
Joseph Wang
Chi-Chou Chang (these three people
are all representatives of SINBON
Electronics)
Jun-Qiang Wang (representative of
Wistron Corporation)
Fu-Qian Lin (representative of Wistron
Corporation)
US$4.23 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 T-CONN
Precision Corporation)
US$4.58 million 62.52%
Super
Progressive
Limited
Chairman Xin-Chi Yeh (representative of T-CONN
Precision Corporation)
US$64,480 62.52%
SINBON Europe
GmbH
Chairman Wen-Sang Huang(representatives of
SINBON Electronics)
EUR1.68 million 100%
SINBON Holding
GmbH
Chairman Tibor Kovacs EUR 22,236 51%
  • 218 -
Name Title Name or Representative Shares Held
Shares Percentage
SINBON
GermanyGmbH
Chairman Tibor Kovacs EUR 280,500 51%
SINBON
HungaryKft
Chairman Tibor Kovacs KFT 10.2 million 51%
Jiangsu EnMai
Energy and
Technology Co.,
Ltd.
Chairman
Director
Supervisor
Wei-Ming Liang
Chi-Chou Chang, Jun-Qiang Wang
Ying Yan
(All are representatives of SINBON
Tongan Electronics Beijing)
RMB 30 million 100%

(5) Operational performance of affiliates (2018)

Name Authorized
Capital
Total Assets Total
Liabilities
Total Equity Operating
Revenue
Operating
Income
Current P/L
(after tax)
EPS
(after
tax)
SINBON
Beijing
(Factory)
(RMB/CNY)
32,828,852 51,401,210
472,040

50,929,170

-
(2,483,421) 1,499,473 -
SINBON Hong
Kong (Contact
Office) (HKD)
95,606,400 321,176,336 199,290,486 121,885,850
474,184,630

48,466,912

18,729,213

-
SINBON
Shanghai
(Sales Office)
(RMB/CNY)
25,401,762 55,731,264 12,375,464
43,355,800

79,939,808

3,253,933

3,173,947
-
SINBON
International
Enterprise
Company
Limited
(USD)
52,781,715 120,424,927
-
120,424,927
-

-

15,532,240

-
SINBON
Jiangyin
(Factory)
(RMB/CNY)
244,483,860 971,677,751 368,832,754 602,844,997 1,311,751,623
105,208,852

88,183,635

-
SINBON
Shenzhen
(Sales Office)
(RMB/CNY)
17,924,155 83,461,613 14,272,782
69,188,831

93,930,057

10,980,736

7,747,140

-
  • 219 -
Name Authorized
Capital
Total Assets Total
Liabilities
Total Equity Operating
Revenue
Operating
Income
Current P/L
(after tax)
EPS
(after
tax)
Guanze Co.,
Ltd.
(TWD)
235,600,000 349,862,191
1,184,788
348,677,403
-

(71,582)

53,980,904

-
SINBON
Tongcheng
(Factory)
(RMB/CNY)
95,050,300 146,179,203 34,120,064 112,059,139
100,294,187

9,558,623

8,563,064

-
SINBON
Tongan
Electronics
Beijing
(RMB/CNY)
18,513,390 486,168,706 196,306,806 289,861,900
580,373,675

85,533,676

83,694,499

-
SINBON USA
LLC.
(USD)
4,058,541
2,745,585

713,897

2,031,688

5,422,250

21,562

(312,114)

-
Radbon
Avionics Inc.
(TWD)
60,000,000 93,464,427 37,958,682
55,505,745

22,736,914

(14,598,596)

(8,783,349)

-
T-CONN
Precision
Corporation
(TWD)
87,375,400 476,329,532 239,613,708 236,715,823
737,464,939

22,563,204

29,028,799

-
Super Elite
Limited
(USD)
6,430,789
814

-

814

-

(1,125)

(277)

-
T-CONN
Precision
(Zhongshan)
Corporation
(RMB/CNY)
54,268,753 61,148,658 59,260,567
1,888,091

122,536,725

2,451,967

2,378,038

-
Super
Progressive
Limited
(USD)
100,000
802,782

19,514

783,268

83,915

186,155

188,750

-
Worldwide
Wire
Harnesses Co.,
Ltd.
(USD)
150,000
117,147
65 117,082
-

-

(318,107)

-
  • 220 -
Name Authorized
Capital
Total Assets Total
Liabilities
Total Equity Operating
Revenue
Operating
Income
Current P/L
(after tax)
EPS
(after
tax)
SINBON
Technologies
Tennessee Co.,
LLC.
(USD)
139,980
642,621
775,619 (132,998)
1,003,330
(298,904)
(318,110)

-
SINBON
Europe GmbH
(EUR)
5,208,773
3,138,919

91

3,138,828

-

(623)

(1,421,967)

-
SINBON
Holding GmbH
(EUR)
43,600
2,414,274

655,339

1,758,935

-

(15,584)

(2,602,358)

-
SINBON
Germany
GmbH(EUR)
550,000
1,807,520

549,928

1,257,592

5,714,516

(145,132)

(140,426)

-
SINBON
Hungary Kft
(KFT)
20,000
2,691,316

2,393,533

297,783

3,055,995

(716,069)

(767,885)

-
Jiangsu EnMai
Energy and
Technology
Co.,Ltd.(RMB)
30,000,000 124,633,484 93,974,219
30,659,265

110,645,015

1,067,689

774,520

-
  • 221 -

8.1.2. Consolidated financial statement of subsidiaries

Statement of Compliance

SINBON’s consolidated financial statement for 2018 (period: January 1, 2018 to December 31, 2018), 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 10–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 14, 2019

  • 222 -

  • 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.

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.

  • 223 -