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SPT Annual Report 2013

Nov 13, 2013

51922_rns_2013-11-13_f9d9b4b5-d667-4d93-b9ec-b7119998d47e.pdf

Annual Report

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SCINOPHARM TAIWAN, LTD.

CONSOLIDATED FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT ACCOUNTANTS DECEMBER 31, 2013 AND 2012


For the convenience of readers and for information purpose only, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

To the Board of Directors and Stockholders of ScinoPharm Taiwan, Ltd.

We have audited the accompanying consolidated balance sheets of ScinoPharm Taiwan, Ltd. and its subsidiaries as of December 31, 2013, December 31, 2012, and January 1, 2012, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years ended December 31, 2013 and 2012. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ScinoPharm Taiwan, Ltd. and its subsidiaries as of December 31, 2013, December 31, 2012 and January 1, 2012, and their financial performance and cash flows for the years ended December 31, 2013 and 2012 in conformity with the “Rules Governing the Preparations of Financial Statements by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

~1~

We have also audited the parent company only financial statements of ScinoPharm Taiwan, Ltd. as of and for the years ended December 31, 2013 and 2012, and have expressed an unqualified opinion on those financial statements.

PricewaterhouseCoopers, Taiwan

Republic of China

March 21, 2014


The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

~2~

SCINOPHARM TAIWAN, LTD. CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

1100
1110
1150
1170
1180
1200
130X
1410
1476
11XX
1543
1550
1600
1780
1840
1915
1980
1985
1990
15XX
1XXX
Assets Notes December 31, 2013
AMOUNT
%
$ 2,289,428
20
-
-
230
-
969,523
8
1,118
-
161,496
1
2,512,318
22
193,763
2
15,552
-
6,143,428
53
167,673
1
90,455
1
4,213,982
37
28,709
-
305,089
3
399,306
4
24,667
-
92,994
1
17,925
-
5,340,800
47
$ 11,484,228
100
(Continued)
December 31, 2012
AMOUNT
%
$ 3,035,012
30
473
-
-
-
841,334
8
-
-
96,300
1
1,870,275
18
214,261
2
-
-
6,057,655
59
167,673
2
-
-
3,559,228
34
17,521
-
153,940
2
237,535
2
39,369
-
90,018
1
16,937
-
4,282,221
41
$ 10,339,876
100
January 1, 2012 January 1, 2012
AMOUNT
$ 3,035,012
473
-
841,334
-
96,300
1,870,275
214,261
-
6,057,655
167,673
-
3,559,228
17,521
153,940
237,535
39,369
90,018
16,937
4,282,221
$ 10,339,876
AMOUNT
$ 3,293,681
2,066
-
843,902
-
47,983
1,465,462
179,883
15,552
5,848,529
-
172,107
2,890,760
13,330
84,394
346,322
23,817
100,158
8,453
3,639,341
$ 9,487,870
%
Current assets
Cash and cash equivalents
Financial assets at fair value
through profit or loss - current
Notes receivable, net
Accounts receivable, net
Accounts receivable - related
parties
Other receivables
Inventories
Prepayments
Other financial assets-current
Current Assets
Non-current assets
Financial assets carried at cost -
non-current
Investments accounted for
under equity method
Property, plant and equipment
Intangible assets
Deferred income tax assets
Prepayments for equipment
Other financial assets -
non-current
Long-term prepaid rent
Other non-current assets
Non-current assets
Total assets
6(1)
6(2)
6(3)
7
5(2) and
6(4)
8
6(5)
6(5)(6)
6(7)(9) and
7
5(2) and
6(24)
8
6(8)
35
-
-
9
-
1
15
2
-
62
-
2
30
-
1
4
-
1
-
38
100

~3~

SCINOPHARM TAIWAN, LTD. CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

2100
2120
2150
2170
2200
2230
2310
2355
2399
21XX
2570
2640
2645
25XX
2XXX
3110
3200
3310
3320
3350
3400
31XX
36XX
3XXX
Liabilities and Equity Notes December 31, 2013
December 31, 2012
AMOUNT
%
AMOUNT
%
$ 689,785
6
$ 263,676
3
1,138
-
-
-
1,080
-
1,045
-
264,437
2
223,074
2
594,800
5
536,155
5
147,735
1
177,539
2
75,812
1
2,183
-
-
-
-
-
-
-
-
-
1,774,787
15
1,203,672
12
639
-
-
-
65,548
1
65,462
-
-
-
-
-
66,187
1
65,462
-
1,840,974
16
1,269,134
12
6,759,272
59
6,499,300
63
1,247,796
11
1,246,977
12
220,944
2
103,897
1
22,829
-
22,829
-
1,348,058
12
1,231,176
12
44,355
- (
35,040)
-
9,643,254
84
9,069,139
88
-
-
1,603
-
9,643,254
84
9,070,742
88
$ 11,484,228
100
$ 10,339,876
100
January 1, 2012 January 1, 2012
AMOUNT
$ 689,785
1,138
1,080
264,437
594,800
147,735
75,812
-
-
1,774,787
639
65,548
-
66,187
1,840,974
6,759,272
1,247,796
220,944
22,829
1,348,058
44,355
9,643,254
-
9,643,254
$ 11,484,228
AMOUNT
$ -
-
83
299,250
405,808
114,937
16,946
964
19,804
857,792
-
62,739
250
62,989
920,781
6,310,000
1,246,977
7,962
30,419
970,012
-
8,565,370
1,719
8,567,089
$ 9,487,870
%
Current liabilities
Short-term borrowings
Financial liabilities at fair value
through profit or loss - current
Notes payable
Accounts payable
Other payables
Current income tax liabilities
Advance receipts
Finance lease liabilities -
current
Other current liabilities
Current Liabilities
Non-current liabilities
Deferred income tax liabilities
Accrued pension liabilities
Refundable deposits received
Non-current liabilities
Total Liabilities
Equity attributable to owners of
parent
Share capital
Share capital - common stock
Capital surplus
Capital surplus
Retained earnings
Legal reserve
Special reserve
Undistributed earnings
Other equity interest
Other equity interest
Equity attributable to
owners of the parent
Non-controlling interest
Total equity
Contingent liabilities and
Commitments
Total liabilities and equity
6(10)
6(2)
6(11)
6(24)
6(24)
5(2) and
6(12)
6(14)(16)
6(13)(15)(
26)
6(16)(24)
6(17)(26)
9
-
-
-
3
5
1
-
-
-
9
-
1
-
1
10
67
13
-
-
10
-
90
-
90
100

The accompanying notes are an integral part of these consolidated financial statements.

~4~

SCINOPHARM TAIWAN, LTD. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)

Items For the years ended December 31
2013
2012
Notes
AMOUNT
%
AMOUNT
%
6(18) and 7
$ 5,088,245
100
$ 4,572,509
100
6(4)(12)(22)(23)
(
2,545,712)(
50)(
2,259,081) (
49)
2,542,533
50
2,313,428
51
6(12)(22)(23) and
7
(
188,443) (
4) (
185,346) (
4)
(
538,715) (
10) (
565,321) (
12)
(
417,875)(
8)(
303,023) (
7)
(
1,145,033)(
22)(
1,053,690) (
23)
1,397,500
28
1,259,738
28
6(19)
51,909
1
98,830
2
6(2)(9)(20)
(
16,189)
-
18,052
-
6(21)
(
7,916)
- (
29)
-
6(6)
(
16,791)(
1)(
4,434)
-
11,013
-
112,419
2
1,408,513
28
1,372,157
30
6(24)
(
135,109)(
3)(
201,328) (
4)
$ 1,273,404
25
$ 1,170,829
26
$ 79,395
2 ($ 35,040) (
1)
6(12)
498
- (
1,286)
-
6(24)
(
85)
-
219
-
$ 79,808
2 ($ 36,107) (
1)
$ 1,353,212
27
$ 1,134,722
25
$ 1,273,404
25
$ 1,170,876
26
-
- (
47)
-
$ 1,273,404
25
$ 1,170,829
26
$ 1,353,212
27
$ 1,134,769
25
-
- (
47)
-
$ 1,353,212
27
$ 1,134,722
25
6(25)
$ 1.88
$ 1.73
6(25)
$ 1.88
$ 1.73
4000
Sales revenue
5000
Operating costs
5900
Net operating margin
Operating expenses
6100
Selling expenses
6200
General and administrative
expenses
6300
Research and development
expenses
6000
Total operating expenses
6900
Operating profit
Non-operating income and
expenses
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of profit/(loss) of
associates and joint ventures
accounted for under equity
method
7000
Total non-operating income
and expenses
7900
Profit before income tax
7950
Income tax expense (benefit)
8200
Profit for the year
Other comprehensive income
8310
Financial statements translation
differences of foreign
operations
8360
Actuarial gain (loss) on defined
benefit plans
8399
Income tax relating to the
components of other
comprehensive income
8300
Total other comprehensive
income for the year
8500
Total comprehensive income for
the year
Profit (loss) attributable to:
8610
Owners of the parent
8620
Non-controlling interest
Profit for the year
Comprehensive income
attributable to:
8710
Owners of the parent
8720
Non-controlling interest
Total comprehensive income
for the year
Basic earnings per share (in
dollars)
9750
Net income
Diluted earnings per share (in
dollars)
9850
Net income

The accompanying notes are an integral part of these consolidated financial statements.

~5~

SCINOPHARM TAIWAN, LTD. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Expressed in thousands of New Taiwan dollars)

For the year ended December 31, 2012
Balance at January 1, 2012
Appropriations of 2011 net income:
Legal reserve
Cash dividends
Stock dividends
Consolidated net income for 2012
Other comprehensive income for 2012
Reversal of special reserve
Change in non-controlling interest
Balance at December 31, 2012
For the year ended December 31, 2013
Balance at January 1, 2013
Appropriations of 2012 net income:
Legal reserve
Cash dividends
Stock dividends
Employee stock option compensation cost
Consolidated net income for 2012
Other comprehensive income for 2013
Difference between acquisition or disposal price and carrying amount of
subsidiaries:
Acquisition of subsidiaries
Disposal of subsidiaries
Change in non-controlling interest
Balance at December 31, 2013
Notes Equity attributable to owners ofthe parent Equity attributable to owners ofthe parent Equity attributable to owners ofthe parent Non-controlli
nginterest
Totalequity
Share capital
- common
stock
Total capital
surplus,
additional
paid-in
capital
RetainedEarnings Financial
statements
translation
differences of
foreign
operations
Total
Legal reserve Special
reserve
Total
unappropriated
retained
earnings
6(16)
6(14)(16)
6(17)
15
6(16)
6(14)(16)
6(15)
6(17)
6(15)(26)
$6,310,000
-
-
189,300
-
-
-
-
$6,499,300
$6,499,300
-
-
259,972
-
-
-
-
-
-
$6,759,272
$1,246,977
-
-
-
-
-
-
-
$1,246,977
$1,246,977
-
-
-
819
-
-
188
(
188 )
-
$1,247,796
$ 7,962
95,935
-
-
-
-
-
-
$ 103,897
$ 103,897
117,047
-
-
-
-
-
-
-
-
$ 220,944
$ 30,419
-
-
-
-
-
(
7,590 )
-
$ 22,829
$ 22,829
-
-
-
-
-
-
-
-
-
$ 22,829
$ 970,012
(
95,935 )
(
631,000 )
(
189,300 )
1,170,876
(
1,067 )
7,590
-
$ 1,231,176
$ 1,231,176
(
117,047 )
(
779,916 )
(
259,972 )
-
1,273,404
413
-
-
-
$ 1,348,058
$ -
-
-
-
-
(
35,040 )
-
-
($ 35,040)
($ 35,040 )
-
-
-
-
-
79,395
-
-
-
$ 44,355
$8,565,370
-
(
631,000 )
-
1,170,876
(
36,107 )
-
-
$9,069,139
$9,069,139
-
(
779,916 )
-
819
1,273,404
79,808
188
(
188 )
-
$9,643,254
$ 1,719
-
-
-
(
47 )
-
-
(
69)
$ 1,603
$ 1,603
-
-
-
-
-
-
-
-
(
1,603)
$ -
$8,567,089
-
(
631,000 )
-
1,170,829
(
36,107 )
-
(
69)
$9,070,742
$9,070,742
-
(
779,916 )
-
819
1,273,404
79,808
188
(
188 )
(
1,603)
$9,643,254

The accompanying notes are an integral part of these consolidated financial statements.

~6~

SCINOPHARM TAIWAN, LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Consolidated profit before tax for the year
Adjustments to reconcile net income to net cash provided by
operating activities
Income and expenses having no effect on cash flows
Loss on valuation of financial assets and liabilities
Provision for doubtful accounts
Doubtful accounts as other income
Loss on inventory market price decline
Provision (Reversal of) allowance obsolescence of supplies
Share of loss of associates and joint ventures accounted for
under the equity method
Depreciation
(Loss) gain on disposal of property, plant and equipment
Gain on reversal of impairment loss
Amortization
Employee stock option cost
Interest income
Interest expense
Changes in assets/liabilities relating to operating activities
Net changes in assets relating to operating activities
Notes receivable
Accounts receivable
Accounts receivable - related parties
Other receivables
Inventories
Prepayments
Net changes in liabilities relating to operating activities
Notes payable
Accounts payable
Other payables
Advance receipts
Accrued pension liabilities
Other current liabilities
Cash generated from operations
Interest received
Interest paid
Income tax paid
Net cash provided by operating activities
Forthe years endedDecember31,
Notes
2013
2012
$ 1,408,513
$ 1,372,157
1,611
1,593
6(3)
5
-
6(3)
-
(
4,115 )
6(4)
4,678
37,209
5,899
(
11,009 )
6(6)
16,791
4,434
6(7)(22)
437,569
357,884
(
3,338 )
357
6(9)(20)
(
3,185 ) (
5,857 )
6(22)
9,949
5,384
6(13)
819
-
6(19)
(
37,646 ) (
29,797 )
6(21)
7,916
29
(
230 )
-
(
128,194 )
6,683
(
1,118 )
-
(
65,196 ) (
48,317 )
(
647,254 ) (
441,576 )
14,599
(
23,369 )
35
962
41,363
(
76,176 )
81,974
45,206
73,629
(
14,763 )
86
2,723
-
(
19,804)
1,219,275
1,159,838
37,646
29,797
(
7,916 ) (
29 )
(
309,532) (
208,053)
939,473
981,553

(Continued)

~7~

SCINOPHARM TAIWAN, LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Increase in pledged time deposits
Acquisition of investments accounted for under equity
method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Proceeds from disposal of other intangible assets
Increase in prepayment for equipment
Increase in other non-current assets - refundable deposits
paid
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings
Decrease in finance lease liabilities
Decrease in refundable deposits received
Payment of cash dividends
Decrease in non-controlling interest
Net cash used in financing activities
Effect of foreign exchange rate changes on cash and cash
equivalents
Decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Forthe years endedDecember31,
Notes
2013
2012
($ 850 )
$ -
(
107,388 )
-
6(27)
(
738,918 ) (
493,806 )
6,984
24,741
(
18,215 ) (
7,905 )
-
5,046
(
487,112 ) (
379,479 )
(
988 ) (
8,503 )
(
1,346,487 ) (
859,906 )
426,109
263,676
-
(
964 )
-
(
250 )
6(16)
(
779,916 ) (
631,000 )
(
1,603 ) (
69 )
(
355,410 ) (
368,607 )
16,840
(
11,709 )
(
745,584 ) (
258,669 )
6(1)
3,035,012
3,293,681
6(1)
$ 2,289,428
$ 3,035,012

The accompanying notes are an integral part of these consolidated financial statements.

~8~

SCINOPHARM TAIWAN, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

1. HISTORY AND ORGANIZATION

  • (1) ScinoPharm Taiwan, Ltd. (the Company) was incorporated as a company limited by shares under the provisions of the Company Act of the Republic of China (R.O.C.) on November 11, 1997. The Company and its subsidiaries (collectively referred herein as the “Group”) are primarily engaged in the manufacture of western medicines and other chemical materials, biological technology services, intellectual property rights, international trade and research, development and manufacture of materials for medicines, albumin medicines, oligonucleotide medicines, peptide medicines, injections and small molecule drugs, as well as the provision of related consulting and technical services. The Company’s investment plan for the manufacturing of medicine materials was approved by the Industrial Development Bureau of MOEA on May 13, 1998 and complies with the standards of important technical industry application.

  • (2) The common shares of the Company have been listed on the Taiwan Stock Exchange since September 2011.

  • (3) Uni-President Enterprises Corp., the Company’s ultimate parent company, holds 37.94% equity interest in the Company.

2. THE DATE OF AUTHORIZATION FOR ISSUANCE OF THE CONSOLIDATED FINANCIAL

STATEMENTS AND PROCEDURES FOR AUTHORIZATION

These consolidated financial statements were authorized for issuance by the Board of Directors on March 21, 2014.

  1. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS (1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS”) as endorsed by the Financial Supervisory Commission (“FSC”) Not applicable as it is the first-time adoption of IFRSs by the Group this year.

  2. 甲、 Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by the Group

IFRS 9, ‘Financial Instruments: Classification and measurement of financial assets’

  • A. The International Accounting Standards Board (“IASB”) published IFRS 9, ‘Financial Instruments’, in November, 2009, which will take effect on January 1, 2013 with early application permitted (Through the amendments to IFRS 9 published on November 19, 2013, the IASB has removed the previous mandatory effective date, but the standard is available for immediate application). Although the FSC has endorsed IFRS 9, FSC does not permit early application of IFRS 9 when IFRSs are adopted in R.O.C. in 2013. Instead, enterprises should apply International Accounting Standard No. 39 (“IAS 39”), ‘Financial Instruments: Recognition and Measurement’ reissued in 2009.

~9~

  • B. IFRS 9 was issued as the first step to replace IAS 39. IFRS 9 outlines the new classification and measurement requirements for financial instruments, which might affect the accounting treatments for financial instruments of the Group.

  • C. The Group has not evaluated the overall effect of the IFRS 9 adoption. However, based on preliminary evaluation, it was noted that the IFRS 9 adoption might have an impact on those instruments classified as ‘available-for-sale financial assets’ held by the Group, as IFRS 9 specifies that the fair value changes in the equity instruments that meet certain criteria may be reported in other comprehensive income, and such amount that has been recognized in other comprehensive income should not be reclassified to profit or loss when such assets are derecognized. The Group did not recognize any gain or loss on debt instruments and on equity instruments in other comprehensive income for the year ended December 31, 2013.

(2) IFRSs issued by IASB but not yet endorsed by the FSC

The following are the assessment of new standards, interpretations and amendments issued by IASB that are effective but not yet endorsed by the FSC and have not been adopted by the Group :

New Standards, Interpretations
and Amendments
Main Amendments
Limited exemption from
comparative IFRS 7
disclosures for first-time
adopters
(amendment to IFRS 1)
The amendment provides first-time adopters
of IFRSs with the same transition relief that
existing IFRS preparer received in IFRS 7, ‘
Financial
Instruments:
Disclosures ’
and
exempts first-time adopters from providing the
additional comparative disclosures.
Improvements to IFRSs 2010
Amendments to IFRS 1, IFRS 3, IFRS 7, IAS
1, IAS 34 and IFRIC 13.
IASB
Effective Date
July 1, 2010
January 1, 2011

~10~

New Standards, Interpretations
and Amendments
Main Amendments
Severe hyperinflation and
removal of fixed dates for
first-time adopters
(amendment to IFRS 1)
When an entity’s date of transition to IFRSs is
on,
or
after,
the
functional
currency
normalisation date, the entity may elect to
measure all assets and liabilities held before
the functional currency normalisation date at
fair value on the date of transition to IFRSs.
First time adopters are allowed to apply the
derecognition requirements in IAS 39,

Financial
instruments:
Recognition
and
measurement’, prospectively from the date of
transition to IFRSs, and they are allowed not
to retrospectively recognise related gains on
the date of transition to IFRSs.
Disclosures - transfers of
financial assets (amendment to
IFRS 7)
The
amendment
enhances
qualitative
and
quantitative disclosures for all transferred
financial assets that are not derecognised and
for any continuing involvement in transferred
assets, existing at the reporting date.
Deferred tax: recovery of
underlying assets (amendment
to IAS 12)
The
amendment
gives
a
rebuttable
presumption that the carrying amount of
investment properties measured at fair value is
recovered entirely by sale, unless there exists
any
evidence
that
could
rebut
this
presumption. The amendment also replaces
SIC 21, ‘ Income taxes-recovery of revalued
non-depreciable assets’.
Presentation of items of other
comprehensive income
(amendment to IAS 1)
The amendment requires profit or loss and
other comprehensive income (OCI) to be
presented
separately
in
the
statement
of
comprehensive income. Also, the amendment
requires entities to separate items presented in
OCI into two groups based on whether or not
they may be
recycled
to
profit
or
loss
subsequently.
IASB
Effective Date
July 1, 2011
July 1, 2011
January 1, 2012
July 1, 2012

~11~

New Standards, Interpretations
and Amendments
Main Amendments
Government loans
(amendment to IFRS 1)
The amendment provides exception to first-
time adopters to apply the requirements in
IFRS 9, ‘Financial instruments’, and IAS 20,‘
Accounting
for
government
grants
and
disclosure
of
government
assistance ’ ,
prospectively to government loans that exist at
the date of transition to IFRS. Further, the
profit of government loans lower than market
interest rate should not be recognized for
government assistance existing at the date of
transition to IFRS.
Improvements to IFRSs 2009-
2011
Amendments to IFRS 1 and IAS 1, IAS 16,
IAS 32 and IAS 34.
Disclosures-offsetting
financial assets and financial
liabilities (amendment to IFRS
7)
The
amendment
requires
disclosures
to
include
quantitative
information
that
will
enable users of an entity’s financial statements
to evaluate the effect or potential effect of
netting arrangements.
IFRS 10, ‘Consolidated
financial statements’
The standard builds on existing principles by
identifying the concept of control as the
determining factor in whether an entity should
be included within the consolidated financial
statements
of
the
parent
company.
The
standard provides additional guidance to assist
in the determination of control where it is
difficult to assess.
IFRS 11, ‘Joint arrangements’ Judgments applied when assessing the types of
joint arrangements-joint operations and joint
ventures,
the
entity
should
assess
the
contractual rights and obligations instead of
the
legal
form
only.
The
standard
also
prohibits the proportional consolidation for
joint ventures.
IASB
Effective Date
January 1, 2013
January 1, 2013
January 1, 2013
January 1, 2013
January 1, 2013

~12~

New Standards, Interpretations
and Amendments
Main Amendments
IFRS 12, ‘Disclosure of
interests in other entities’
The
standard
requires
the
disclosure
of
interests
in
other
entities
including
subsidiaries, joint arrangements, associates
and unconsolidated structured entities.
Consolidated financial
statements, joint arrangements
and disclosure of interests in
other Entities: Transition
guidance (amendments to
IFRS 10, IFRS 11 and IFRS
12)
The amendment clarifies that the date of initial
application is the first day of the annual period
in which IFRS 10, 11 and 12 is adopted.
IFRS 13, ‘Fair value
measurement’
IFRS 13 aims to improve consistency and
reduce complexity by providing a precise
definition of fair value and a single source of
fair
value
measurement
and
disclosure
requirements
for
use
across
IFRSs.
The
requirements do not extend the use of fair
value accounting but provide guidance on how
it should be applied where its use is already
required or permitted by other
standards
within IFRSs.
IAS 19 revised, ‘Employee
benefits’ (as amended in 2011)
The
revised
standard
eliminates
corridor
approach and requires actuarial gains and
losses to be recognised immediately in other
comprehensive income. Past service costs will
be recognised
immediately in the period
incurred. Net interest expense or income,
calculated by applying the discount rate to the
net defined benefit asset or liability, replace
the finance charge and expected return on plan
assets. The return of plan assets, excluding net
interest
expenses,
is
recognised
in
other
comprehensive income.
IAS 27, ‘Separate financial
statements’ (as amended in
2011)
The standard removes the requirements of
consolidated financial statements from IAS 27
and those requirements are addressed in IFRS
10, ‘Consolidated financial statements’.
IASB
Effective Date
January 1, 2013
January 1, 2013
January 1, 2013
January 1, 2013
January 1, 2013

~13~

New Standards, Interpretations
and Amendments
Main Amendments
IAS 28, ‘Investments in
associates and joint ventures’
(as amended in 2011)
As consequential amendments resulting from
the issuance of IFRS 11 , ‘Joint arrangements
’, IAS 28 (revised) sets out the requirements
for the application of the equity method when
accounting for investments in joint ventures.
IFRIC 20, ‘Stripping costs in
the production phase of a
surface mine’
Stripping
costs
that
meet
certain
criteria
should be recognised as the ‘stripping activity
asset’. To the extent that the benefit from the
stripping activity is realised in the form of
inventory produced, the entity shall account
for the costs of that stripping activity in
accordance with IAS 2, ‘Inventories’.
IFRS 9, ‘Financial
instruments: Classification and
measurement of financial
liabilities’
IFRS 9 requires gains and losses on financial
liabilities designated at fair value through
profit or loss to be split into the amount of
change in the fair value that is attributable to
changes in the credit risk of the liability,
which
shall
be
presented
in
other
comprehensive
income,
and
cannot
be
reclassified
to
profit
or
loss
when
derecognizing the liabilities; and all other
changes in fair value are recognized in profit
or loss. The new guidance allows the full
amount of change in the fair value in profit or
loss only if there is reasonable evidence
showing
on
initial
recognition
that
the
recognition of changes in the liability's credit
risk in other comprehensive income would
create or enlarge an accounting mismatch
(inconsistency)
in
profit
or
loss.
(That
determination is made at initial recognition
and is not reassessed subsequently.)
IFRS 9, ‘Financial
1. IFRS 9 relaxes the requirements for hedged
assets : hedge accounting’ and
amendments to
and hedging instruments and removes the
bright line of effectiveness to better align
IFRS 9, IFRS 7 and
hedge accounting with the risk management
IAS 39
activities
of
an
entity
in

other
comprehensive income’.
IASB
Effective Date
January 1, 2013
January 1, 2013
November 19, 2013
(Not mandatory)
November 19, 2013
(Not mandatory)

~14~

New Standards, Interpretations
and Amendments
Main Amendments
2. An entity can elect to early adopt the
requirement to recognize the changes in
fair value attributable to changes in an
entity's own credit risk from financial
liabilities that are designated under the fair
value.
Investment entities
(amendments to IFRS 10,
IFRS 12 and IAS 27)
The amendments define ‘Investment Entities’
and their characteristics. The parent company
that meets the definition of investment entities
should measure its subsidiaries using fair
value
through
profit
or
loss
instead
of
consolidating them.
Offsetting financial assets and
financial liabilities
(amendment to IAS 32)
The amendment clarifies criterion that an
entity ‘currently has a legally enforceable right
to set off the recognised amounts’ and gross
settlement mechanisms with features that both
(i) eliminate credit and liquidity risk and (ii)
process receivables and payables in a single
settlement process, are effectively equivalent
to net settlement; they would therefore satisfy
the IAS 32 criterion in these instances.
Recoverable amount
disclosures for non-financial
assets (amendments to IAS 36)
The amendments remove the requirement to
disclose recoverable amount when a cash
generating unit (CGU) contains goodwill or
intangible assets with indefinite useful lives
that were not impaired.
Novation of derivatives and
continuation of hedge
accounting (amendments to
IAS 39)
The amendment states that the novation of a
hedging instrument would not be considered
an expiration or termination giving rise to the
discontinuation of hedge accounting when the
hedging instrument that is being novated
complies with specified criteria.
IFRIC 21, ‘Levies’
The interpretation addresses the accounting for
levies imposed by governments in accordance
with legislation (other than income tax). A
liability to pay a levy shall be recognised in
accordance
with
IAS
37,
‘ Provisions,
contingent liabilities and contingent assets’.
IASB
Effective Date
January 1, 2014
January 1, 2014
January 1, 2014
January 1, 2014
January 1, 2014

~15~

New Standards, Interpretations
and Amendments
Main Amendments
Services related contributions
from employees or third
parties
(amendments to IAS 19R)
The amendment allows contributions from
employees or third parties that are linked to
service, and do not vary with the length of
employee service, to be deducted from the cost
of benefits earned in the period that the service
is provided. Contributions that are linked to
service, and vary according to the length of
employee service, must be spread over the
service period using the same attribution
method that is applied to the benefits.
Improvements to IFRSs 2010-
2012
Amendments to IFRS 2, IFRS 3, IFRS 8, IFRS
13,IAS 16, IAS 24 and IAS 38.
Improvements to IFRSs 2011-
2013
Amendments to IFRS 1, IFRS 3, IFRS 13 and
IAS 40.
IASB
Effective Date
July 1, 2014
July 1, 2014
July 1, 2014

The Group is assessing the potential impact of the new standards, interpretations and amendments above and has not yet been able to reliably estimate their impact on the consolidated financial statements.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

(1) Compliance statement

  • A.These consolidated financial statements are the first consolidated financial statements prepared by the Group in accordance with the “Rules Governing the Preparation of Financial Statements by Securities Issuers”, and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”).

  • B.In the preparation of the balance sheet as of January 1, 2012 (the Group’s date of transition to IFRSs, the Group has adjusted the amounts that were reported in the consolidated financial statements in accordance with previous R.O.C. GAAP. Please refer to Note 15 for the impact of transitioning from R.O.C. GAAP to IFRSs on the Group’s financial position, financial performance and cash flows.

~16~

(2) Basis of preparation

  • A.Except for the following item, these consolidated financial statements have been prepared under the historical cost convention :

    • Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.
  • B.The preparation of financial statements in compliance with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.

  • (3) Basis of consolidation

  • A. Basis for preparation of consolidated financial statements:

    • a)All subsidiaries are included in the Group’s consolidated financial statements. Subsidiaries are all entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies. In general, control is presumed to exist when the parent owns, directly or indirectly through subsidiaries, more than half of the voting power of an entity. The existence and effect of potential voting rights that are currently exercisable or convertible have been considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

    • b)Inter-company transactions, balances and unrealized gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

    • c)Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income 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.

    • d)Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity.

    • e)When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. Any difference between fair value and carrying amount is recognized in profit or loss. All amounts previously recognized in other comprehensive income in relation to the subsidiary are reclassified to profit or loss, on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognized in other

~17~

comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.

B. Subsidiaries included in the consolidated financial statements :

Business
Name of Investor
Name ofSubsidiary
activities
ScinoPharm
Taiwan, Ltd.
SPT International, Ltd.
Professional
investment
ScinoPharm
Taiwan, Ltd.
ScinoPharm Singapore
Pte Ltd.
Professional
investment
ScinoPharm
Taiwan, Ltd.
President ScinoPharm
(Cayman), Ltd.
Professional
investment
SPT International,
Ltd.
ScinoPharm (Kunshan)
Biochemical
Technology Co., Ltd.
Research,
development and
manufacture of
API and new
medicine, etc.
SPT International,
Ltd.
ScinoPharm (Changshu)
Pharmaceuticals, Ltd.
Research,
development and
manufacture of
API and new
medicine, etc.
SPT International,
Ltd.
ScinoPharm (Shanghai)
Biochemical
Technology, Ltd.
Import, export and
sales of Active
Pharmaceutical
Ingredients and
intermediates,
etc.
December 31, December 31,
2013
2012
Note
100.00
100.00

100.00
100.00

0.00
60.00
(Note A)
100.00
100.00

100.00
100.00

100.00
100.00
(Note B)
Percentage owned by the
Company
Note

~18~

Name of
Business
Name of Investor
Subsidiary
activities
ScinoPharm
Taiwan, Ltd.
SPT International, Ltd.
Professional
investment
ScinoPharm
Taiwan, Ltd.
ScinoPharm Singapore
Pte Ltd.
Professional
investment
ScinoPharm
Taiwan, Ltd.
President ScinoPharm
(Cayman), Ltd.
Professional
investment
SPT International,
Ltd.
ScinoPharm (Kunshan)
Biochemical
Technology Co., Ltd.
Research,
development and
manufacture of
API and new
medicine, etc.
SPT International,
Ltd.
ScinoPharm (Changshu)
Pharmaceuticals, Ltd.
Research,
development and
manufacture of
API and new
medicine, etc.
Percentage owned by the
Company
January 1,
2012
100.00
100.00
60.00
100.00
100.00
Note




(Note A) Liquidated in September, 2013.

  • (Note B) New entity incorporated during 2012.

  • C. Subsidiaries not included in the consolidated financial statements: None.

  • D. Adjustments for subsidiaries with different balance sheet dates: None.

  • E. Nature and extent of the restrictions on fund remittance from subsidiaries to the parent company: None.

(4) Foreign currency translation

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in NTD, which is the Company’s functional and the Group’s presentation currency.

A.Foreign currency transactions and balances

  • a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in profit or loss in the period in which they arise.

  • b) Monetary assets and liabilities denominated in foreign currencies at the period end are re-translated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognized in profit or loss.

~19~

  • c) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognized in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognized in other comprehensive income. However, non-monetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.

  • d) Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the statement of comprehensive income within “interest income or finance costs”. All other foreign exchange gains and losses based on the nature of those transactions are presented in the statement of comprehensive income within “other gains and losses”.

  • B.Translation of foreign operations

  • a) The operating results and financial position of all the group entities, associates and jointly controlled entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

    • i. Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;

    • ii. Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and

    • iii. All resulting exchange differences are recognized in other comprehensive income.

  • b) When a foreign operation is partially disposed of or sold, exchange differences that were recorded in other comprehensive income are proportionately reclassified to profit or loss as part of the gain or loss on sale. However, when the Group loses significant influence over the former foreign associate, such transactions should be accounted for as disposal of all interest in these foreign operations.

  • c) When a foreign operation as an associate or jointly controlled entity is partially disposed of or sold, exchange differences that were recorded in other comprehensive income are proportionately reclassified to profit or loss as part of the gain or loss on sale. In addition, when the Group still retains partial interest in the former foreign associate or jointly controlled entity after losing significant influence over the former foreign associate, or losing joint control of the former jointly controlled entity, such transactions should be accounted for as disposal of all interest in these foreign operations.

  • d) When the foreign operation partially disposed of or sold is a subsidiary, cumulative exchange differences that were recorded in other comprehensive income are proportionately transferred to the non-controlling interest in this foreign operation. In addition, if the Group still retains partial interest in the former foreign subsidiary after losing control of the former foreign

~20~

subsidiary, such transactions should be accounted for as disposal of all interest in the foreign operation.

(5) Classification of current and non-current items

  • A.Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:

  • a) Assets arising from operating activities that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle;

  • b) Assets held mainly for trading purposes;

  • c) Assets that are expected to be realized within twelve months from the balance sheet date;

  • d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the balance sheet date.

  • B.Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:

  • a) Liabilities that are expected to be paid off within the normal operating cycle;

  • b) Liabilities arising mainly from trading activities;

  • c) Liabilities that are to be paid off within twelve months from the balance sheet date;

  • d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. 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.

(6) Cash equivalents

  • A.Cash equivalents refer to short-term highly liquid investments that are readily convertible to known amount of cash and subject to an insignificant risk of changes in value.

  • B.Time deposits that meet the above criteria and are held for the purpose of meeting short-term cash commitment in operations are classified as cash equivalents.

(7) Financial assets measured at fair value through profit or loss

  • A.Financial assets at fair value through profit or loss are financial assets held for trading or financial assets designated as at fair value through profit or loss on initial recognition. Financial assets are classified in this category of held for trading if acquired principally for the purpose of selling in the short-term. Derivatives are also categorized as financial assets held for trading unless they are designated as hedges. Financial assets that meet one of the following criteria are designated as at fair value through profit or loss on initial recognition:

  • a) Hybrid (combined) contracts; or

  • b) They eliminate or significantly reduce a measurement or recognition inconsistency; or

  • c) They are managed and their performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy.

~21~

  • B.On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognized and derecognized using trade date accounting.

  • C.Financial assets at fair value through profit or loss are initially recognized at fair value. Related transaction costs are expensed in profit or loss. These financial assets are subsequently remeasured and stated at fair value, and any changes in the fair value of these financial assets are recognized in profit or loss.

(8) Available-for-sale financial assets

  • A.Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories.

  • B.On a regular way purchase or sale basis, available-for-sale financial assets are recognized and derecognized using trade date accounting.

  • C.Available-for-sale financial assets are initially recognized at fair value plus transaction costs. These financial assets are subsequently remeasured and stated at fair value, and any changes in the fair value of these financial assets are recognized in other comprehensive income. Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured or derivatives that are linked to and must be settled by delivery of such unquoted equity instruments are presented in ‘financial assets measured at cost’.

  • (9) Loans and receivables

  • Accounts receivable are loans and receivables originated by the entity. They are created by the entity by selling goods or providing services to customers in the ordinary course of business. Accounts receivable are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method, less provision for impairment. However, short-term accounts receivable that bear no interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(10) Impairment of financial assets

  • A.The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

  • B.The criteria that the Group uses to determine whether there is objective evidence of an impairment loss is as follows:

  • a) Significant financial difficulty of the issuer or debtor;

  • b) The disappearance of an active market for that financial asset because of financial difficulties;

  • c) Observable data indicating that there is a measurable decrease in the estimated future cash flows from a group of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial asset in the group,

~22~

including adverse changes in the payment status of borrowers in the group or national or local economic conditions that correlate with defaults on the assets in the group;

  • d) Information about significant changes with an adverse effect that have taken place in the technology, market, economic or legal environment in which the issuer operates, and indicates that the cost of the investment in the equity instrument may not be recovered; or

  • e) A significant or prolonged decline in the fair value of an investment in an equity instrument below its cost.

  • C. When the Group assesses that there has been objective evidence of impairment and an impairment loss has occurred, accounting for impairment is made as follows according to the category of financial assets:

  • a)Financial assets measured at amortized cost

    • The amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate, and is recognized in profit or loss. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment loss was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the asset does not exceed its amortized cost that would have been at the date of reversal had the impairment loss not been recognized previously. Impairment loss is recognized and reversed by adjusting the carrying amount of the asset through the use of an impairment allowance account.
  • b)Financial assets measured at cost

    • The amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at current market return rate of similar financial asset, and is recognized in profit or loss. Impairment loss recognized for this category shall not be reversed subsequently. Impairment loss is recognized by adjusting the carrying amount of the asset through the use of an impairment allowance account.

(11) Derecognition of financial assets

The Group derecognises a financial asset when one of the following conditions is met :

  • A. The contractual rights to receive cash flows from the financial asset expire.

  • B. The contractual rights to receive cash flows from the financial asset have been transferred and the Group has transferred substantially all risks and rewards of ownership of the financial asset.

  • C. The contractual rights to receive cash flows from the financial asset have been transferred; however the Group has not retained control of the financial asset.

~23~

(12) Inventories

  • Inventories are stated at the lower of cost and net realizable value. Cost is determined using the weighted-average cost method. The cost of finished goods and work in process comprises raw materials, direct labor, other direct costs and related production overheads (allocated based on normal operating capacity). It excludes borrowing costs. The item by item approach is used in applying the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and applicable variable selling expenses.

(13) Investments accounted for under the equity method / associates

  • A.Associates are all entities over which the Group has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20 percent or more of the voting power of the investee. Investments in associates are accounted for using the equity method and are initially recognized at cost.

  • B.The Group’s share of its associates’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognize further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

  • C.When changes in an associate’s equity that are not recognized in profit or loss or other comprehensive income of the associate and such changes do not affect the Group’s ownership percentage of the associate, the Group recognizes the Group’s share of change in equity of the associate in ‘capital reserve’ in proportion to its ownership.

  • D.Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

  • E. In the case that an associate issues new shares and the Group does not subscribe or acquire new shares proportionately, which results in a change in the Group’s ownership percentage of the associate but maintains significant influence on the associate, then ‘capital reserve’ and ‘investments accounted for under the equity method’ shall be adjusted for the increase or decrease of its share of equity interest. If the above condition causes a decrease in the Group’s ownership percentage of the associate, in addition to the above adjustment, the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately on the same basis as would be required if the relevant assets or liabilities were disposed of.

~24~

  • F. Upon loss of significant influence over an associate, the Group remeasures any investment retained in the former associate at its fair value. Any difference between fair value and carrying amount is recognized in profit or loss.

  • G. When the Group disposes its investment in an associate and loses significant influence over this associate, the amounts previously recognized in other comprehensive income in relation to the associate, are reclassified to profit or loss, on the same basis as would be required if the relevant assets or liabilities were disposed of. If it still retains significant influence over this associate, then the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately in accordance with the aforementioned approach.

  • H. When the Group disposes its investment in an associate and loses significant influence over this associate, the amounts previously recognized as capital reserve in relation to the associate are transferred to profit or loss. If it still retains significant influence over this associate, then the amounts previously recognized as capital surplus in relation to the associate are transferred to profit or loss proportionately.

  • (14) Property, plant and equipment

  • A.Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalized.

  • B.Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

  • C.Except for land, other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. If each component of property, plant and equipment is significant, it is depreciated separately.

  • D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each balance sheet date. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of property, plant and equipment are as follows:

~25~

Assets
Buildings
Machinery and equipment
Transportation equipment
Office equipment
Other equipment
Estimated useful lives
2

35
years
2

12
years
2

6
years
2

9
years
2

7
years

(15) Intangible assets

Professional skills, computer software, etc. are stated at cost and amortized on a straight-line basis over its estimated useful life of 3 ~ 10 years.

(16) Impairment of non-financial assets

The Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. When the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss shall be reversed to the extent of the loss previously recognized in profit or loss. The increased carrying amount due to reversal should not be more than what the depreciated or amortized historical cost would have been if the impairment had not been recognized.

(17) Borrowings

Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in profit or loss over the period of the borrowings using the effective interest method.

(18) Notes and accounts payable

Notes and accounts payable are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. They are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method. However, short-term accounts payable that bear no interest are subsequently measured at initial invoice amount as the effect of discounting is insignificant.

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

A.Financial liabilities at fair value through profit or loss are financial liabilities held for trading or financial liabilities designated as at fair value through profit or loss on initial recognition. Financial liabilities are classified in this category of held for trading if acquired principally for the purpose of repurchasing in the short-term. Derivatives are also categorized as financial liabilities held for trading unless they are designated as hedges. Financial liabilities that meet one of the following criteria are designated as at fair value through profit or loss on initial recognition:

~26~

  • a) Hybrid (combined) contracts; or

  • b) They eliminate or significantly reduce a measurement or recognition inconsistency; or

  • c) They are managed and their performance is evaluated on a fair value basis, in accordance with a documented risk management policy.

  • B.Financial liabilities at fair value through profit or loss are initially recognized at fair value. Related transaction costs are expensed in profit or loss. These financial liabilities are subsequently remeasured and stated at fair value, and any changes in the fair value of these financial liabilities are recognized in profit or loss.

(20) Derecognition of financial liabilities

  • A. A financial liability is derecognized when the obligation under the liability specified in the contract is discharged, cancelled or expires.

  • B. The Group derecognizes an original financial liability and recognizes a new financial liability if the terms of an existing financial liability have substantial modifications and such modifications make significant differences (10%) to the original terms. The difference between the carrying amount of the financial liability derecognized and the consideration paid is recognized in profit or loss.

(21) Offsetting financial instruments

Financial assets and liabilities are offset and reported in the net amount in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.

(22) Employee benefits

  • A. Short-term employee benefits

  • Short - term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognized as expenses in that period when the employees render service.

  • B.Pensions

  • (a)Defined contribution plans

  • For defined contribution plans, the Group pays fixed contributions to an independent, publicly or privately administered pension fund. The Group has no further legal or constructive obligations once the contributions have been paid. The contributions are recognized as pension expenses when they are due on an accrual basis. Prepaid contributions are recognized as an asset to the extent of a cash refund or a reduction in the future payments.

  • (b)Defined benefit plans

  • i.The liability recognized in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets, together with adjustments for unrecognized past service costs. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is

~27~

determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability; when there is no deep market in such corporate bonds, the Group uses interest rates of government bonds (at the balance sheet date) instead.

     - ii.Actuarial gains and losses arising on defined benefit plans are recognized in other comprehensive income in the period in which they arise, and presented in retained earnings.

     - iii.Past service costs are recognized immediately in profit or loss if vested immediately; if not, the past service costs are amortized on a straight-line basis over the vesting period.
  • C.Employees’ bonus and directors’ and supervisors’ remuneration

    • Employees’ bonus and directors’ and supervisors’ remuneration are recognized as expenses and liabilities, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. However, if the accrued amounts for employees’ bonus and directors’ and supervisors’ remuneration are different from the actual distributed amounts as resolved by the stockholders at their stockholders’ meeting subsequently, the differences should be recognized based on the accounting for changes in estimates. The Group calculates the number of shares of employees’ stock bonus based on the fair value per share at the previous day of the stockholders’ meeting held in the year following the financial reporting year, and after taking into account the effects of ex-rights and ex-dividends.
  • (23) Employee share based payment

  • A.For the equity-settled share-based payment arrangements, the employee services received are measured at the fair value of the equity instruments granted at the grant date, and are recognized as compensation cost over the vesting period, with a corresponding adjustment to equity. The fair value of the equity instruments granted shall reflect the impact of market vesting conditions and non-market vesting conditions. Compensation cost is subject to adjustment based on the service conditions that are expected to be satisfied and the estimates of the number of equity instruments that are expected to vest under the non-market vesting conditions at each balance sheet date. Ultimately, the amount of compensation cost recognized is based on the number of equity instruments that eventually vest.

  • B.For the cash-settled share-based payment arrangements, the employee services received and the liability incurred are measured at the fair value of the liability to pay for those services, and are recognized as compensation cost and liability over the vesting period. The fair value of the liability shall be remeasured at each balance sheet date until settled at the settlement date, with any changes in fair value recognized in profit or loss.

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(24) Income tax

  • A.The tax expense for the period comprises current and deferred tax. Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or items recognized directly in equity, in which cases the tax is recognized in other comprehensive income or equity.

  • B.The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional 10% tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.

  • C.Deferred income tax is recognized, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated statements. However, the deferred income tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is provided on temporary differences arising on investments in subsidiaries except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

  • D.Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. At each balance sheet date, unrecognized and recognized deferred income tax assets are reassessed.

  • E.The Group operates in jurisdictions where current tax assets and current tax liabilities are not legally enforceable to be offsetted against each other. As a result, the Group recognizes its deferred income tax assets and liabilities on the gross basis.

  • F. A deferred tax asset shall be recognized for the carry forward of unused tax credits resulting from acquisitions of equipment or technology, research and development expenditures, employees’ training costs and equity investments to the extent that it is possible that future taxable profit will be available against which the unused tax credits can be utilised.

(25) Dividends

  • Dividends are recorded in the Company’s financial statements in the period in which they are approved by the Company’s shareholders. Cash dividends are recorded as liabilities; stock dividends are recorded as stock dividends to be distributed and are reclassified to ordinary shares on the effective date of new shares issuance.

~29~

(26) Revenue recognition

A.Sales of goods

The Group manufactures and sells Active Pharmaceutical Ingredients (API), intermediates, etc. Revenue is measured at the fair value of the consideration received or receivable taking into account value-added tax, returns, rebates and discounts for the sale of goods to external customers in the ordinary course of the Group’s activities. Revenue arising from the sales of goods is recognized when the Group has delivered the goods to the customer, the amount of sales revenue can be measured reliably and it is probable that the future economic benefits associated with the transaction will flow to the entity. The delivery of goods is completed when the significant risks and rewards of ownership have been transferred to the customer, the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold, and the customer has accepted the goods based on the sales contract or there is objective evidence showing that all acceptance provisions have been satisfied.

  • B.Sales of services

The Group provides biochemical technology development consultation and processing services. Revenue from rendering services is recognized under the percentage-of-completion method when the outcome of services provided can be estimated reliably. The stage of completion of a service contract is measured by the percentage of the actual services performed as of the financial reporting date to the total services to be performed by surveys of work performed. If the outcome of a service contract cannot be estimated reliably, contract revenue should be recognized only to the extent that contract costs incurred are likely to be recoverable.

  • (27) Operating segments

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the General Manager that makes strategic decisions.

5. CRITICALACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION UNCERTAINTY

The preparation of these consolidated financial statements requires management to make critical judgments in applying the Group’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. The above information is addressed below:

  • (1)Critical judgments in applying the Group’s accounting policies

  • A.Financial assets impairment of equity investments

The Group follows the guidance of IAS 39 to determine whether a financial asset—equity investment is impaired. This determination requires significant judgment. In making this

~30~

judgment, the Group evaluates, among other factors, the duration and extent to which the fair value of an equity investment is less than its cost and the financial health of and short-term business outlook for the investee, including factors such as industry and sector performance, changes in technology and operational and financing cash flow.

  • (2)Critical accounting estimates and assumptions

  • A.Evaluation of inventories

    • a) As inventories are stated at the lower of cost and net realizable value, the Group must determine the net realizable value of inventories on balance sheet date using judgements and estimates. Due to the rapid technology innovation, the Group evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realizable value. Such an evaluation of inventories is principally based on the demand for the products within the specified period in the future. Therefore, there might be material change to the evaluation.

    • b) As of December 31, 2013, the carrying amount of inventories was $2,512,318.

  • B.Impairment assessment of tangible and intangible assets (excluding goodwill) The Group assesses impairment based on its subjective judgment and determines the separate cash flows of a specific group of assets, useful lives of assets and the future possible income and expenses arising from the assets depending on how assets are utilised and industrial characteristics. Any changes of economic circumstances or estimates due to the change of Group strategy might cause material impairment on assets in the future.

  • C.Realisability of deferred income tax assets

    • a) Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences can be utilised. Assessment of the realisability of deferred income tax assets involves critical accounting judgments and estimates of the management, including the assumptions of expected future sales revenue growth rate and profit rate, tax exempt duration, available tax credits, tax planning, etc. Any variations in global economic environment, industrial environment, and laws and regulations might cause material adjustments to deferred income tax assets.

    • b) As of December 31, 2013, the Group recognized deferred income tax assets amounting to $305,089.

  • D.Calculation of accrued pension obligations

    • a) When calculating the present value of defined pension obligations, the Group must apply judgements and estimates to determine the actuarial assumptions on balance sheet date, including discount rates and expected rate of return on plan assets. Any changes in these assumptions could significantly impact the carrying amount of defined pension obligations.

~31~

  • b) As of December 31, 2013, the carrying amount of accrued pension obligations was $65,548. If the adopted discount rate used in the actuarial valuation had increased/decreased by 1%, the Group’s accrued pension liabilities would decrease/increase by $13,373 and $15,997, respectively.

6. DETAILS OF SIGNIFICANT ACCOUNTS

(1) CASH AND CASH EQUIVALENTS

Cash:
Cash on hand
Cash Equivalents:
Time deposits
Cash and cash equivalents as per
Checking accounts and
demand deposits
Bill under repurchase
agreements
consolidated balance sheet
and statement of cash flows
December31,2013

304
$ 456,017
456,321
1,700,203
132,904
1,833,107
2,289,428
$
December31,2012
250
$ 472,413
472,663
2,416,593
145,756
2,562,349
3,035,012
$
January1,2012
101
$ 206,142
206,243
3,027,604
59,834
3,087,438
3,293,681
$
  • A.The Group associates with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote. The Group’s maximum exposure to credit risk at balance sheet date is the carrying amount of all cash and cash equivalents.

  • B.Details of the Group’s time deposits pledged to others as collateral (listed as “Other financial assets - current” and “Other financial assets - non-current”) as of December 31, 2013, December 31, 2012 and January 1, 2012 are provided in Note 8.

(2) FINANCIALASSETS AND LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS

Assets
Current items:
Financial assets held for trading
Non-hedging derivatives
Liabilities
Current items:
Financial assets held for trading
Non-hedging derivatives
December31,2013
-
$ December 31,2013
1,138
$
December31,2012
473
$ December 31,2012
-
$
January1,2012
2,066
$ January1,2012
-
$

~32~

  • A.The Group recognized net gain (loss) on financial assets and liabilities held for trading amounting to ($11,966) and $13,300 for the years ended December 31, 2013 and 2012, respectively (listed as “other gains and losses”).

  • B.The contract information of non-hedging derivative instrument transactions is as follows:

December 31,2013 December 31,2012 December 31,2012
Derivative Instruments Contract amount Contractperiod Contract amount Contractperiod
Forward exchange USD14,915,000 11.2013~3.2014 USD14,820,000 11.2012~2.2013
contracts
January 1,2012
Derivative Instruments Contract amount Contractperiod
Forward exchange USD 7,323,000 11.2011~2.2012
contracts EUR 1,100,000 11.2011~1.2012

The Group entered into forward foreign exchange contracts to hedge exchange rate risk of operations. However, these forward foreign exchange contracts are not accounted for under hedge accounting.

  • C.The Group has no financial assets at fair value through profit or loss pledged to others.

(3) ACCOUNTS RECEIVABLE, NET

December 31,2013 December 31,2013 December 31,2012 December 31,2012 January1,2012
Accounts receivable $ 969,553 $ 841,359 $ 848,042
Less: Allowance for doubtful
accounts ( 30) ( 25) ( 4,140)
$ 969,523 $ 841,334 $ 843,902
  • A. As of December 31, 2013, December 31, 2012 and January 1, 2012, the Group had no accounts receivable classified as “past due but not impaired”.

  • B. Movements on the provision for impairment of accounts receivable are as follows:

At January 1
Reversal of impairment
Provision for impairment
At December 31
2013
Individualprovision
25
$ -

5
30
$
2012
Individualprovision
4,140
$ 4,115)
(
-
25
$
  • C.Accounts receivable that were neither past due nor impaired were from customers with good credit quality.

  • D. The maximum exposure to credit risk at December 31, 2013, December 31, 2012 and January 1, 2012 was the carrying amount of each class of accounts receivable.

  • E.The Group does not hold any collateral as security.

~33~

(4) INVENTORIES, NET

December 31, 2013

INVENTORIES, NET December 31,2013
Raw materials
Supplies
Work in process
Finished goods
Raw materials
Supplies
Work in process
Finished goods
Allowance for
Cost
market price decline
635,989
$ 32,803)
($ 46,766
1,660)
(
948,703
44,474)
(
1,135,550
175,753)
(
2,767,008
$ 254,690)
($ December 31,2012
Bookvalue
603,186
$ 45,106
904,229
959,797
2,512,318
$
Allowance for
Cost
market price decline
518,604
$ 40,057)
($ 20,480
857)
(
773,779
40,515)
(
806,891
168,050)
(
2,119,754
$ 249,479)
($
Bookvalue
478,547
$ 19,623
733,264
638,841
1,870,275
$
Raw materials
Supplies
Work in process
Finished goods
January1,2012
Allowance for
Cost
market price decline
441,619
$ 48,431)
($ 10,353
1,167)
(
614,824
31,685)
(
611,382
131,433)
(
1,678,178
$ 212,716)
($
Bookvalue
393,188
$ 9,186
583,139
479,949
1,465,462
$

The cost of inventories recognized as expense for the years ended December 31, 2013 and 2012 was $2,536,661 and $2,245,784, respectively, including provision for allowance for price decline of inventory of $4,678 and $37,209, respectively, due to inventory market price decline. Such provision was recognized as “cost of goods sold”.

- - (5) FINANCIALASSETS MEASURED AT COST NON CURRENT

December 31,2013 December31,2012 December31,2012 January1,2012
Unlisted stocks
Tanvex Biologics, Inc. $ 167,673 $ 167,673 $ -
SYNGEN, INC. 4,620 4,620 4,620
172,293 172,293 4,620
Less: Accumulated impairment ( 4,620) ( 4,620) ( 4,620)
$ 167,673 $ 167,673 $ -

A. Based on the Group’s intension, its investment in Tanvex Biologics, Inc. and SYNGEN, INC. should be classified as available-for-sale financial assets. However, as Tanvex Biologics, Inc. and SYNGEN, INC. are not traded in an active market and no sufficient industry information

~34~

and financial information of similar companies can be obtained, the fair value of the investments in Tanvex Biologics, Inc. and SYNGEN, INC. cannot be measured reliably. Accordingly, the Group classified those stocks as ‘financial assets measured at cost’.

  • B. As of December 31, 2013, December 31, 2012 and January 1, 2012, no financial assets measured at cost held by the Group were pledged to others.

  • C. Tanvex Biologics, Inc. (“Tanvex”) increased its capital on January 19, 2012. The Company did not subscribe to the capital increase proportionately, resulting to a decrease in ownership percentage from 36.36% to 17.02%. After a comprehensive assessment on various indicators, the Group concluded that it has lost significant influence in Tanvex and accordingly reclassified Tanvex from long-term investment accounted for under the equity method of $167,673 to financial assets measured at cost.

(6) INVESTMENTS ACCOUNTED FOR UNDER THE EQUITY METHOD

Investee Company
Tanvex Biologics, Inc.
Foreseeacer Pharmaceuticals,
Inc.
December 31,2013
-
$ 90,455
90,455
$
December 31,2012
-
$ -
-
$
January1,2012
172,107
$ -
172,107
$
  • A. The Group purchased the shares of Foreseeacer Pharmaceuticals, Inc. in May, 2013 and gained significant influence over the investee company. The investment was accounted for under the equity method from the acquisition date.

  • B. Group’s principal associates

  • (a)The financial information of the Group’s principal associates is summarized below:

December31,2013
Foreseeacer
Pharmaceuticals,
Inc.
January1,2012
Tanvex
Biologics, Inc.
Assets
638,939
$ 229,998
$
Liabilities
30,883
$ 18,727
$
Profit/
Revenues
(Loss)
-
$ 92,000)
($ -
$ -
$
Ownership
Percentage
15.32%
36.36%
  • (b)The share of loss of associates and joint ventures accounted for under the equity method amounted to $16,791 and $4,434 for the years ended December 31, 2013 and 2012, respectively.

  • (c)Please refer to Note 6(5) for the details of long-term investment accounted for under the equity method reclassified to financial assets carried at cost-non-current.

~35~

(7) PROPERTY, PLANT AND EQUIPMENT

Construction in progress Construction in progress
Machinery and Transportation Office and prepayments
January1,2013 Buildings equipment equipment equipment Others forequipment Total
Cost $ 2,024,781 $ 3,749,060 $ 18,421 $ 78,758 $ 135,980 $ 613,004 $ 6,620,004
Accumulated depreciation ( 487,046) ( 2,474,962) ( 8,814) ( 45,283) ( 23,402) - ( 3,039,507)
Accumulated impairment - ( 21,269) - - - - ( 21,269)
$ 1,537,735 $ 1,252,829 $ 9,607 $ 33,475 $ 112,578 $ 613,004 $ 3,559,228
Year ended December 31, 2013
At January 1, 2013 $ 1,537,735 $ 1,252,829 $ 9,607 $ 33,475 $ 112,578 $ 613,004 $ 3,559,228
Additions - 15,631 - 481 - 699,477 715,589
Disposals-Cost ( 22,416) ( 99,738) - ( 341) ( 38) - ( 122,533)
'
-Accumulated
depreciation 22,416 96,273 - 188 10 - 118,887
Reclassification (note) 166,046 608,683 9,269 57,981 ( 5,350) ( 503,367) 333,262
Depreciation charge ( 80,670) ( 310,163) ( 3,457) ( 22,648) ( 20,631) - ( 437,569)
Reversal of impairment loss - 3,185 - - - - 3,185
Net exchange differences 13,277 8,312 291 1,040 5,782 15,231 43,933
At December 31, 2013 $ 1,636,388 $ 1,575,012 $ 15,710 $ 70,176 $ 92,351 $ 824,345 $ 4,213,982
December31,2013
Cost $ 2,182,097 $ 4,282,898 $ 28,090 $ 143,456 $ 132,499 $ 824,345 $ 7,593,385
Accumulated depreciation ( 545,709) ( 2,689,802) ( 12,380) ( 73,280) ( 40,148) - ( 3,361,319)
Accumulated impairment - ( 18,084) - - - - ( 18,084)
$ 1,636,388 $ 1,575,012 $ 15,710 $ 70,176 $ 92,351 $ 824,345 $ 4,213,982

~36~

Construction in progress Construction in progress
Machinery and Transportation Office Leased and prepayments
January1,2012 Buildings equipment equipment equipment assets Others forequipment Total
Cost $ 1,735,466 $ 3,483,347 $ 11,930 $ 57,991 $ 14,970 $ 63,793 $ 316,664 $ 5,684,161
Accumulated depreciation ( 425,680) ( 2,258,997) ( 7,764) ( 36,424) ( 14,970) ( 22,440) - ( 2,766,275)
Accumulated impairment - ( 27,126) - - - - - ( 27,126)
$ 1,309,786 $ 1,197,224 $ 4,166 $ 21,567 $ - $ 41,353 $ 316,664 $ 2,890,760
Year ended December 31, 2012
At January 1, 2012 $ 1,309,786 $ 1,197,224 $ 4,166 $ 21,567 $ - $ 41,353 $ 316,664 $ 2,890,760
Additions - 26,471 5,234 18,409 - 15,099 512,770 577,983
Disposals-Cost ( 22,973) ( 47,413) ( 928) ( 2,342) ( 14,970) ( 19,955) - ( 108,581)
''
-Accumulated
depreciation 7,294 43,642 771 1,745 14,970 15,061 - 83,483
Reclassification (note) 314,328 288,999 2,302 8,487 - 75,605 ( 209,072) 480,649
Depreciation charge ( 68,855) ( 259,983) ( 1,862) ( 14,980) - ( 12,204) - ( 357,884)
Reversal of impairment loss - 5,857 - - - - - 5,857
Net exchange differences ( 1,845) ( 1,968) ( 76) 589 - ( 2,381) ( 7,358) ( 13,039)
December 31, 2012 $ 1,537,735 $ 1,252,829 $ 9,607 $ 33,475 $ - 112,578
$
$ 613,004 $ 3,559,228
December 31,2012
Cost $ 2,024,781 $ 3,749,060 $ 18,421 $ 78,758 $ - 135,980
$
$ 613,004 $ 6,620,004
Accumulated depreciation ( 487,046) ( 2,474,962) ( 8,814) ( 45,283) - ( 23,402) - ( 3,039,507)
Accumulated impairment - ( 21,269) - - - - - ( 21,269)
$ 1,537,735 $ 1,252,829 $ 9,607 $ 33,475 $ - 112,578
$
$ 613,004 $ 3,559,228

(Note) Reclassified from “prepayment for equipment” and “other assets” to “office equipment”.

~37~

  • A. As of and for the years ended December 31, 2013 and 2012, the Group has not capitalized any interest.

  • B. Please refer to Note 6 (9) for details of prior years’ impairment provision and reversal of impairment on property, plant and equipment.

  • C. As of December 31, 2013, December 31, 2012, and January 1, 2012, no property, plant and equipment were pledged to others as collaterals.

- (8) Long term prepaid rent

December 31, 2013 December 31, 2012 January 1, 2012 Long-term prepaid rent $ 92,994 $ 90,018 $ 100,158

In 2008, the Group’s Mainland China subsidiary entered into a land use right contract with the local government relating to the acquisition of the right to use the land located in Changshu, Jiangsu province, with a lease term of 50 years. The subsidiary had prepaid all rental expenses on the contract date, and recognized rental expenses of $1,962 and $1,944 for the years ended December 31, 2013 and 2012, respectively.

(9) IMPAIRMENT OF NON-FINANCIALASSETS

  • A.The Group reversed the impairment loss recognized in prior period amounting to $3,185 and $5,857 for the years ended December 31, 2013 and 2012, respectively, which was recognized in profit or loss for the corresponding periods, as some of the idle machineries were again utilized in production. For details of accumulated impairment, please refer to Note 6(7) Property, plant and equipment.

  • B.The impairment loss reported by operating segments is as follows:

For the year ended For the year ended year ended
December31,2013 December31,2012
Recognised in other Recognised in other
Recognised in comprehensive Recognised in comprehensive
profit or loss income profit or loss income
ScinoPharm
Taiwan
$ 3,185 -
$
5,857
$
$ -
SHORT-TERM BORROWINGS
Type ofborrowings December31,2013 Interestraterange Collateral
Bank loans
Unsecured loans $ 689,785 1.16%~2.20% None
Type ofborrowings December31,2012 Interestraterange Collateral
Bank loans
Unsecured loans $ 263,676 1.31%~1.35% None

(10) SHORT-TERM BORROWINGS

As of January 1, 2012, there were no short-term borrowings.

~38~

(11) OTHER PAYABLES

OTHER PAYABLES

Accrued expenses
Payables on equipment
Others
December 31,2013

409,220
$ 99,367
86,213
594,800
$
December 31,2012
385,939
$ 122,696
27,520
536,155
$
January1,2012
355,936
$ 37,555
12,317
405,808
$

(12) PENSIONS

A.The Company has set up a defined benefit pension plan in accordance with the Labor Standards Law, which applies to all regular employees’ service years prior to the enforcement of the Labor Pension Act (the “Act”) on July 1, 2005 and service years thereafter of employees who chose to continue be covered under the pension scheme of the Labor Standards Law after the enforcement of the Act. In accordance with the Company's retirement plan, an employee may retire when the employee either (i) attains the age of 55 with 15 years of service, (ii) has more than 25 years of service, (iii) has reached the age of 65, or (iv) is incapacitated to work (compulsory retirement).

The employees earn two units for each year of service for the first 15 years, and one unit for each additional year thereafter up to a maximum of 45 units. Any fraction of a year equal to or more than six months shall be counted as one year of service, and any fraction of a year less than six months shall be counted as half a year. According to the provisions employees who retired due to their duties shall get additional 20%. Pension payments are based on the number of units earned and the average salary of the last six months prior to retirement. Calculation of average salary is in accordance with the Labor Standards Law of the R.O.C. The Company contributes monthly an amount equal to 2% of the employees' monthly salaries and wages to the retirement fund deposited with Bank of Taiwan under the name of the independent retirement fund committee.

(a) The amounts recognized in the balance sheets are determined as follows:

December 31,2013 December 31,2013 December 31,2012 December 31,2012 December 31,2012 January1,2012
Present value of funded $ 107,309 $ 114,343 $ 108,046
obligations
Fair value of plan assets ( 40,966) ( 48,020) ( 44,380)
66,343 66,323 63,666
Unrecognised past service
cost ( 795) ( 861) ( 927)
Net liability in the balance
sheets $ 65,548 $ 65,462 $ 62,739

~39~

(b) Changes in present value of funded obligations are as follows:

2013 2012
Present value of funded obligations
At January 1 $ 114,343 $ 108,046
Service cost 2,825 3,500
Interest expense 1,715 1,891
Actuarial (profit) and loss ( 623) 906
Benefits paid ( 10,951) -
At December 31 $ 107,309 $ 114,343
Changes in fair value of plan assets are as follows:
2013 2012
Fair value of plan assets
At January 1 ($ 48,020) ($ 44,380)
Expected return on plan assets ( 720) ( 777)
Actuarial (profit) and loss 125 380
Employer contributions ( 3,302) ( 3,243)
Benefits paid 10,951 -
At December 31 ($ 40,966) ($ 48,020)

(c) Changes in fair value of plan assets are as follows:

(d) Amounts of expenses recognized in statements of comprehensive income are as follows:

2013 2012
Service cost $ 2,825 $ 3,500
Interest cost 1,715 1,891
Expected return on plan assets ( 720) ( 777)
Past service cost 66 66
Pension costs $ 3,886 $ 4,680

Details of cost and expenses recognized in statements of comprehensive income are as follows:

follows:
Cost of sales
Selling expenses
General and administrative expenses
Research and development expenses
2013
1,947
$ 198
850
891
3,886
$
2012
2,016
$ 173
1,667
824
4,680
$

~40~

(e) Amounts recognized under other comprehensive income are as follows:

2013 2012
Current period $ 498 ($ 1,286)
Accumulated amount ($ 788) ($ 1,286)
  • (f) The Bank of Taiwan was commissioned to manage the Fund of the Company’s and domestic subsidiaries’ defined benefit pension plan in accordance with the Fund’s annual investment and utilization plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund” (Article 6: The scope of utilization for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitization products, etc.). With regard to the utilization of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. The constitution of fair value of plan assets as of December 31, 2013 and 2012 is given in the Annual Labor Retirement Fund Utilization Report published by the government.

  • Expected return on plan assets was a projection of overall return for the obligations period, which was estimated based on historical returns and by reference to the status of Labor Retirement Fund utilization by the Labor Pension Fund Supervisory Committee and taking into account the effect that the Fund’s minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks.

Actual contributions to the defined benefit pension plans of the Group within one year from December 31, 2013 and 2012 are $595 and $397, respectively.

  • (g) The principal actuarial assumptions used were as follows:
Discount rate
Future salary increases
Expected return on plan assets
2013
2.00%
2.00%
3.00%
2012
1.50%
3.00%
1.50%
2011
1.75%
3.00%
1.75%

Assumptions regarding future mortality experience are set based on actuarial advice in accordance with published statistics and experience in each territory.

~41~

  • (h) Historical information of experience adjustments was as follows:
2013 2012
Present value of defined benefit $ 107,309 $ 114,343
obligations
Fair value of plan assets ( 40,966) ( 48,020)
Plan deficit $ 66,343 $ 66,323
Experience adjustments on plan liabilities $ 7,013 ($ 5,927)
Experience adjustments on plan assets ($ 125) ($ 380)
  • (i) The Group’s expected contributions to the pension plans for the period from January 1, 2014 to December 31, 2014 amounted to $3,399.

  • B.As a result of the enforcement of the Act, the Company set up a defined contribution pension plan which took effect on July 1, 2005. The local employees are eligible for the defined contribution plan. For employees who choose to be covered under the pension scheme of the Act, the Company contributes monthly an amount of not less than 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. Pensions are paid by monthly installments or in lump sum based on the accumulated balances of the employees’ individual pension accounts. The subsidiaries in Mainland China are subject to a government sponsored defined contribution plan. In accordance with the related Laws of the People’s Republic of China, the subsidiaries in Mainland China contribute monthly 18% of the employees’ monthly salaries and wages to an independent fund administered by the government. Other than the monthly contributions, these subsidiaries do not have further obligations. For the years ended December 31, 2013 and 2012, the pension cost recognized under the aforementioned defined contribution pension plan were $34,310 and $28,666, respectively.

(13) Share-based payment

  • A. The Company issued 1,000 thousand units of employee stock options on December 3, 2013 (the ‘Grant Date’). The exercise price of the options was set at $91.7 dollars, which was based on the closing market price of the Company's common shares on the Grant Date. Each option was granted the right to purchase one share of the Company's common stocks. The exercise price is subject to further adjustments when there is change in share numbers of Company's common stocks after the Grant Date. Contract period of the employee stock option plan is 10 years, and options are exercisable in 2 years after the Grant Date. The Company recognized compensation costs relating to the employee stock options plan of $819 for the year ended December 31, 2013.

~42~

B. Details of the share-based payment arrangements are as follows:

For the year ended December 31,2013

Options outstanding at beginning of the period
Options granted
Options outstanding at end of the period
Options exercisable at end of the period
No. of options
(unit in thousand)
-
1,000
1,000
-
Weighted-average
exercise price
(in dollars)
$ -
91.7
-
-
  • C. As of December 31, 2013, the exercise price of stock options outstanding was $91.7 (in dollars); and the weighted-average remaining contractual period was 10 years.

  • D. The fair value of Company's employee stock option on Grant Date was evaluated using the combination the Hull & White and the Ritchken trinomial option valuation model. Related information is as follows:

Type of
arrangement
Grant date
Stock
price
(in dollars)
Fair
Exercise
value
price
Price
Option
Interest
per unit
(in dollars)
volatility
life
Dividends
rate
(in dollars)
91.7
$ 28.50% 10 years
1.5% 1.7145%
26.045
$ (Note)
Employee
12.3.2013
stock options

91.7
$

Note: According to daily returns of the Company's stock for the past one year, the annualized volatility is 28.5%.

(14) SHARE CAPITAL

  • A. As of December 31, 2013, the Company’s authorized capital was $10,000,000, and the paid-in capital was $6,759,272, consisting of 675,927 thousand shares of common stock, with a par value of $10 (in dollars) per share. All proceeds from shares issued have been collected.

  • B. Movements in the number of the Company’s ordinary shares outstanding are as follows:

At January 1
Issuance of shares through capitalisation of
retained earnings
At December 31
2013
649,930
25,997
675,927
2012
631,000
18,930
649,930

(15) CAPITAL RESERVE

  • A.Pursuant to the R.O.C. Company Act, capital reserve arising from paid-in capital in excess of par value on issuance of common stock and donations shall be exclusively used to cover accumulated deficit or, distribute cash or stocks in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Act requires that the capital reserve to be capitalized mentioned above should not exceed 10% of the

~43~

paid-in capital each year. Capital reserve should not be used to cover accumulated deficit unless the legal reserve is insufficient.

  • B. Movements on the Company’s capital reserve are as follows:

For the year ended December 31, 2013

Difference between the
acquisition or disposal
Share Stock price and carrying
premium options amount of subsidiaries Total
At January 1 1,233,286
$
13,691
$
$ - 1,246,977
$
Employee Stock Options Plan - 819 - 819
Acquisition or disposal
of subsidiaries:
-Acquisition of
subsidiaries - - 188 188
-Disposal of
subsidiaries - - 188)
(
( 188)
At December 31 1,233,286
$
14,510
$
$ - 1,247,796
$
Foryear ended December 31,2012
Difference between the
acquisition or disposal
Share Stock price and carrying
premium options amount ofsubsidiaries Total
At January 1 and
December 31 $ 1,233,286 $ 13,691 -
$
$ 1,246,977

Please refer to Note 6(26) for details of difference between the acquisition or disposal price and carrying amount of subsidiaries and the related changes in disposal gain or loss through liquidated subsidiaries.

(16) RETAINED EARNINGS

A.Pursuant to the amended R.O.C. Company Act, the current year's after-tax earnings should be used initially to cover any accumulated deficit; thereafter 10% of the remaining earnings should be set aside as legal reserve until the balance of legal reserve is equal to that of paid-in capital. The legal reserve shall be exclusively used to cover accumulated deficit, to issue new stocks, or to distribute cash to shareholders in proportion to their share ownership. The use of legal reserve for the issuance of stocks or cash dividends to shareholders in proportion to their share ownership is permitted provided that the balance of such reserve exceeds 25% of the Company’s paid-in capital.

~44~

  • B.Since the Company is in a changeable industry environment and the life cycle of the Company is in a stable growth, the appropriation of earnings should consider fund requirements and capital budget to decide how much earnings will be kept or distributed and how much cash dividends will be distributed. According to the Company’s Articles of Incorporation, 10% of the annual net income, after offsetting any loss of prior years and paying all taxes and dues, shall be set aside as legal reserve. The remaining net income and the unappropriated retained earnings from prior years can be distributed in accordance with a resolution passed during a meeting of the Board of Directors and approved at the stockholders' meeting. Of the amount to be distributed by the Company, stockholders’ dividends shall comprise 50% to 100% of the unappropriated retained earnings, and the percentage of cash dividends shall not be less than 30% of dividends distributed. Directors' and supervisors' remuneration shall comprise 2% and at least 0.2% for employees' bonuses.

  • C.In accordance with the regulations, the Company shall set aside special reserve for the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings. The amounts previously set aside by the Company as special reserve on initial application of IFRSs in accordance with Jin-Guan-Zheng-Fa-Zi Letter No. 1010012865, dated July 9, 2012, shall be reversed proportionately when the relevant assets are used, disposed of or reclassified subsequently.

  • D. For the years ended December 31, 2013 and 2012, employees’ bonus and directors’ and supervisors’ remuneration were accrued at $25,223 and $23,180, respectively, which were estimated based on certain percentages (prescribed by the Company’s Articles of Incorporation) of net profit in the corresponding periods after taking into account the legal reserve and other factors. The employees’ bonus and directors’ and supervisors’ remuneration was resolved to be $23,175 in the 2012 stockholders’ meeting, which was different from the estimated amount recognized in the 2012 financial statements by $5. Such difference was recognized in the 2013 consolidated statement of comprehensive income. Information about the appropriation of employees’ bonus and directors’ and supervisors’ remuneration by the Company as proposed by the Board of Directors and resolved by the stockholders will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

  • E. The Company recognized cash dividends and stock dividends distributed to owners amounting to $631,000 ($1.00 dollar per share) and $189,300 ($0.3 dollar per share) for the year ended December 31, 2012, respectively. On June 21, 2013, the shareholders at the shareholders’ meeting resolved to distribute cash dividends and stock dividends amounting to $779,916 ($1.20 dollars per share) and $259,972 ($0.4 dollar per share) from the 2012 earnings respectively. On March 21, 2014, the Board of Directors during its meeting proposed cash dividends and stock dividends of $811,113 ($1.20 dollars per share) and $270,371 ($0.4 dollar per share) for the year ended December 31, 2013, respectively.

~45~

(17) OTHER EQUITY ITEMS

For the years ended December 31,

At January 1 - Currency translation differences group At December 31

2013 2012
($ 35,040) $ -
79,395 ( 35,040)
$ 44,355 ($ 35,040)

(18) OPERATING REVENUE

For the years ended December 31,

Sales revenue Less: Sales returns Sales discounts Technical service revenue

2013 2012
$ 5,176,234 $ 4,677,270
( 98,217) ( 58,552)
( 18,617) ( 83,706)
28,845 37,497
$ 5,088,245 $ 4,572,509

(19) OTHER INCOME

For the years ended December 31,

Interest income from bank deposits Others

For theyears ended December 31,
2013
37,646
$ 14,263
51,909
$
2012
29,797
$ 69,033
98,830
$

(20) OTHER GAINS AND LOSSES

For the years ended December 31,

Net (loss) gain on financial assets/liabilities through profit or loss Net currency exchange gain (loss) Gain (loss) on disposal of property, plant, and equipment Reversal of impairment loss Miscellaneous

2013 2012
($ 11,966) $ 13,300
22,542 ( 42,709)
3,338 ( 357)
3,185 5,857
( 33,288) 41,961
($ 16,189) $ 18,052

(21) FINANCE COSTS

For the years ended December 31,

Interest expense: Bank loans Amortization of lease payable

For theyears ended December 31,
2013
7,916
$ -
7,916
$
2012
-
$ 29
29
$

~46~

(22) EXPENSES BY NATURE

For the years ended December 31, 2013

Employee benefit expense
Depreciation
Amortization
Employee benefit expense
Depreciation
Amortization
Operatingcost
Operatingexpense
549,918
$ 410,237
$ 348,427
89,142
752
9,197
899,097
$ 508,576
$ Forthe years endedDecember
Operatingcost
Operatingexpense
549,918
$ 410,237
$ 348,427
89,142
752
9,197
899,097
$ 508,576
$ Forthe years endedDecember
Total
960,155
$ 437,569
9,949
1,407,673
$
31,2012
Operatingcost
453,397
$ 290,875
285
744,557
$
Operatingexpense
389,070
$ 67,009
5,099
461,178
$
Total
842,467
$ 357,884
5,384
1,205,735
$

(23) EMPLOYEE BENEFIT EXPENSE

EMPLOYEE BENEFIT EXPENSE
Salaries and wages
Labor and health insurance expenses
Pension costs
Other personnel expenses
Forthe years ended December31,
2013
844,313
$ 48,849
38,196
28,797
960,155
$
2012
739,744
$ 47,594
33,346
21,783
842,467
$

~47~

(24) INCOME TAX

A. Income tax expense

  • (a)Components of income tax expense:
Current tax:
Current period income tax
Under provision of prior year's income tax
Total current tax
Deferred tax:
Temporary differences
Income tax expense
2013
280,936
$ 4,768
285,704
150,595)
(
135,109
$ Forthe years ended
2012
250,309
$ 20,346
270,655
69,327)
(
201,328
$ December31,
  • (b)The income tax relating to components of other comprehensive income is as follows:
Actuarial gains/losses on defined benefit
obligations
For theyears ended 2012
219)
$ December 31,
2013
85
$ (

B.Reconciliation between income tax expense and accounting profit

Reconciliation between income tax expense and accounting profit nd accounting profit
2013
2012
Income tax on statutory tax rate
259,118
$ 253,124
$ Effect of items disallowed by tax regulation
9,799)
(
21,553)
(
Effect of net operating loss carryforward
112,209)
(
43,494)
(
Effect of investment tax credit
3,124)
(
6,675)
(
Effect of five year tax exemption
4,998)
(
4,732)
(
Under provision of prior year's income tax
4,768
20,346
10% tax on unappropriated earnings
1,353
4,312
Income tax expense
135,109
$ 201,328
$ For theyears ended December 31,
For theyears ended December 31,
2012

~48~

  • C. Amounts of deferred tax assets or liabilities as a result of temporary differences, loss

carryforward and investment tax credit are as follows:

Temporary differences:
Investment loss
Technology know-how
Pensions
Impairment of assets
Employee benefits - unused
compensated absences
Others
Loss carryforward
Total
Deferred tax liabilities:
Unrealized gain on foreign
currency exchange
Deferred tax assets:
Recognized in
Recognized
other
in profit
comprehensive
January1
or loss
income
December31
59,405
$ 43,439
$ -
$ 102,844
$ 32,664
3,698)
(
-
28,966
11,128
100
85)
(
11,143
3,616
542)
(
-
3,074
2,779
386
-
3,165
854
660)
(
-
194
43,494
112,209
-
155,703
153,940
$ 151,234
$ 85)
($ 305,089
$ -
$ 639)
($ -
$ 639)
($ 153,940
$ 150,595
$ 85)
($ 304,450
$ For theyear ended December 31,2013
Recognized
in profit
January1
or loss
59,405
$ 43,439
$ 32,664
3,698)
(
11,128
100
3,616
542)
(
2,779
386
854
660)
(
43,494
112,209
153,940
$ 151,234
$ -
$ 639)
($ 153,940
$ 150,595
$

~49~

For the year ended December 31, 2012

Temporary differences:
Investment loss
Technology know-how
Pensions
Impairment of assets
Emplyee benefits -unused
compensated absences
Unrealized gain between
affliated companies
Others
Loss carryforward
Investment tax credit
Deferred tax assets
Recognized
in profit
January1
or loss
16,259
$ 43,146
$ 36,362
3,698)
(
10,665
244
4,611
995)
(
2,523
256
3,367
3,367)
(
194
660
-
43,494
10,413
10,413)
(
84,394
$ 69,327
$
Recognized in
other
comprehensive
income
-
$ -
219
-
-
-
-
-
219
$
December 31
59,405
$ 32,664
11,128
3,616
2,779
-
854
43,494
-
153,940
$

D. According to “Act for Industrial Innovation” and “Statute for Upgrading Industries” (before its abolishment), details of the Group’s investment tax credit and unrecognized deferred tax assets are as follows:

January 1, 2012

Qualifyingitems Unused taxcredits Unrecognized
deferred taxassets
-
$
Yearofexpiry
Research and development
expenditures
10,413
$
2013

There were no such items as of December 31, 2013 and 2012.

~50~

  • E.Expiration dates of unused net operating loss carry forward and amounts of unrecognized deferred tax assets are as follows:
December 31,2013 December 31,2013
Year
incurred
2011~2013
Amount
assessed
611,982
$
Unrecognised
UnusedAmount
deferred taxassets
611,982
$ -
$ December 31,2012
Yearofexpiry
2016~2018
Year
incurred
2011~2012
Amount
assessed
286,581
$
Unrecognised
Unused Amount
deferred tax assets
286,581
$ -
$ January1,2012
Year of expiry
2016~2017
Year
incurred
2011
Amount
assessed
64,088
$
Unused Amount
64,088
$
Unrecognised
deferred tax assets
16,022
$
Year of expiry
2016
  • F. The Company's raw materials for medicine and active pharmaceutical ingredients qualified the definition in "Regulations for Encouraging Manufacturing Enterprises and Technical Service Enterprises in the Newly Emerging, Important and Strategic Industries" and is entitled to a tax exemption period of 5 years (expired in December 2014).

  • G.The Company’s income tax returns through 2011 have been assessed and approved by the Tax Authority.

  • H.The Company’s unappropriated retained earnings listed on the balance sheet as of December 31, 2013, December 31, 2012 and January 1, 2012 were all generated after the year 1998.

  • I. As of December 31, 2013, December 31, 2012 and January 1, 2012, the balance of the Company’s imputation tax credit account was $155,353, $11,793 and $65,847, respectively. The earnings distribution for 2012 and 2011 were approved at the stockholders’ meeting on June 21, 2013 and June 13, 2012, respectively and the dates of dividend distribution were set by the Board of Directors on August 15, 2013 and August 16, 2012, respectively. The creditable tax rate for 2012 and 2011 were 21.06% and 18.47%, respectively. The creditable tax rate for 2013 is expected to be 21.23%.

~51~

(25) EARNINGS PER SHARE (“EPS”)


Basic earnings per share
Profit attributable to ordinary
stockholders of the parent
Diluted earnings per share
Profit attributable to ordinary
stockholders of the parent
Assumed conversion of all
dilutive potential ordinary
Employees' bonus
Profit attributable to ordinary
stockholders of the parent
plus assumed conversion of all
dilutive potential ordinary
shares
Basic earnings per share
Profit attributable to ordinary
stockholders of the parent
Diluted earnings per share
Profit attributable to ordinary
stockholders of the parent
Assumed conversion of all
dilutive potential ordinary
Employees' bonus
Profit attributable to ordinary
stockholders of the parent
plus assumed conversion of all
dilutive potential ordinary
shares
For theyear ended December 31,2013
Weighted average number of shares
Amount after tax
outstanding (shares in thousands)
1,273,404
$ 675,927
1,273,404
$ 675,927
-
25
1,273,404
$ 675,952
For theyear ended December 31,2012
EPS
(in dollars)
1.88
$ 1.88
$
Weighted average number of share
Amount after tax
outstanding (shares in thousands)
1,170,876
$ 675,927
1,170,876
$ 675,927
-
32
1,170,876
$ 675,959
EPS
(in dollars)
1.73
$ 1.73
$

~52~

  • A. The abovementioned weighted average number of ordinary shares outstanding have been adjusted to unappropriated retained earnings as proportional increase in capital for the year ended December 31, 2012.

  • B. As employees’ bonus could be distributed in the form of stock, the diluted EPS computation shall include those estimated shares that would increase from employees’ stock bonus issuance in the weighted-average number of common shares outstanding during the reporting year, taking into account the dilutive effects of stock bonus on potential common shares; whereas, basic EPS shall be calculated based on the weighted-average number of common shares outstanding during the reporting year that include the shares of employees’ stock bonus for the appropriation of prior year earnings, which have already been resolved at the stockholders’ meeting held in the reporting year. Since capitalization of employees’ bonus no longer belongs to distribution of stock dividends (or retained earnings and capital reserve capitalized), the calculation of basic EPS and diluted EPS for all periods presented shall not be adjusted retrospectively.

(26) Transactions with non-controlling interest

  • A. In April, 2013, the Group purchased additional 40% of outstanding share interests of President ScinoPharm (Cayman), Ltd. The transaction had been settled and the Group paid $1,647. The carrying amount of these shares on the acquisition date was $4,588. This transaction reduced non-controlling interest and increased the equity of owners of the parent by $1,835. The difference between the proceeds for acquisition of the interests and book value of the interests was included in capital reserve.
was included in capital reserve.
For the year ended
December 31,2013
Carrying amount of non-controlling $ 1,835
interest acquired
Consideration paid to non-
controlling interest ( 1,647)
Capital reserve-
Difference between the acquisition
or disposal price and carrying
amount of subsidiaries $ 188
  • B. The Group has finished liquidation procedure for President ScinoPharm (Cayman), Ltd. in September 2013, and the capital reserve resulted from above mentioned transaction was reclassified to current period profit or loss.

~53~

(27) Non-cash transactions

A. Investing activities with partial cash payments

For theyears ended December 31, For theyears ended December 31,
2013 2012
Purchase of property, plant and $ 715,589 $ 577,983
equipment
Add:Begining balance of payable
on equipment 122,696 37,555
Begining balance of finance
lease liabilities - 964
Less:Ending balance of payable on
equipment ( 99,367) ( 122,696)
Cash paid for purchase of property,
plant and equipment $ 738,918 $ 493,806
B. Investing activities with no cash flow effects
For theyears ended December 31,
2013 2012
Prepayment for equipment
reclassified to property, plant
and equipment $ 333,262 $ 480,649

7. RELATED PARTY TRANSACTIONS

(1) Parent and ultimate controlling party

The ultimate parent and the ultimate controlling party of the Company is Uni-President Enterprises Corp.

  • (2) Significant transactions and balances with related parties

A. Technical service revenues

.Technical service revenues
Sales of services:
-Associates
For theyears ended December 31,
2013
2,579
$
2012
2,615
$

The terms of providing technical services to related parties were the same with regular customers. The collection period for related parties was 60 days after sales, which is the same with regular customers.

~54~

B.Other expenses:

For the years ended December 31,

.Accounts receivable:
Repairs and maintenance fees:
-An entity controlled by key management
individuals
$ Management service fees:
-Ultimate parent company
$ -The Company’s key management
individual
$ Outsourcing service fees:
-Ultimate parent company
$ December 31,2013
Receivables from related parties:
-Associates
1,118
$
2013
3,009
$ 5,280
$ 476
5,756
$ 1,592
$ December 31,2012
-
$
2012
$ $ 2,919
$ $ 3,015
2,281
$ $ 5,296
$ $ 1,484
January1,2012
-
$

C.Accounts receivable:

D.Property transactions:

(a)Purchase of property:

For the years ended December 31,

-An entity controlled by key
management individuals
Purchase of property, plant and equipment:
2013
1,750
$
2012
-
$

(b)Purchase of stock equity:

In April, 2013, the Company purchased additional 40% of outstanding share interests of President ScinoPharm (Cayman), Ltd. from an entity controlled by key management individuals. Please refer to Note 6(26) for detailed information.

(3) Key management compensation

For the years ended December 31,

Salaries and other short-term employee
benefits
2013
83,162
$
2012
77,027
$

~55~

8. PLEDGED ASSETS

The Group’s assets pledged as collateral are as follows:

Assets December 31, 2013 December 31, 2012 January 1, 2012 Purpose of collateral Customs duty and performance Time deposits (note) $ 40,219 $ 39,369 $ 39,369 guarantee Note: Recorded as “other financial assets - current” and “other financial assets - non-current.”

9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED CONTRACT

COMMITMENTS

  • (1) As of December 31, 2013, December 31, 2012 and January 1, 2012, the Group’s unused letters of credit amounted to $6,855, $8,203 and $42,028, respectively.

  • (2) As of December 31, 2013, December 31, 2012 and January 1, 2012, the Group’s remaining balance due for construction in progress and prepayments for equipment was $720,902, $636,466 and $269,993, respectively.

  • (3)The Company entered into a non-cancellable operating lease agreement for the period from June 1, 2011 to February 28, 2018 for the land in Tainan Science Park. The lease agreement is renewable at the end of the lease term. The Company pays monthly rent. If the announced land values, state-owned land rent rate, or other factors change, the monthly rent paid by the Company will be adjusted accordingly on the following month. The Company may have to pay additional rent or get a refund on its last rental payment because of such adjustment. The rent expense of $21,291 and $18,516 were recognized in profit or loss for the years ended December 31, 2013 and 2012, respectively. The future aggregate minimum lease payments under non-cancellable operating leases are as follows:

are as follows:
Within one year
Later than one year but
not exceeding five years
More than five years
December 31,2013
21,291
$ 67,422
-
88,713
$
December 31,2012
18,516
$ 74,064
3,086
95,666
$
January1,2012
18,516
$ 74,064
21,602
114,182
$

10. SIGNIFICANT DISASTER LOSS: None.

11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE: None.

~56~

12. OTHERS

(1) Capital risk management

The Group’s objectives on managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders, to maintain an optimal capital structure, to reduce the cost of capital and to maintain an adequate capital structure to enable the expansion and enhancement of equipments. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return of capital to shareholders, and issue new shares or sell assets to reduce debts.

~57~

(2) Financial instruments

A.Fair value information of financial instruments

Except those in the table below, the Group’s financial instruments which are not measured at fair value (including cash and cash equivalents, notes receivable, accounts receivable (including related parties), other receivables, short-term borrowings, notes payable, accounts payable and other payables) is approximate to their fair value. Please refer to Note 12 (3) for details of fair value information of financial instruments measured at fair value.

Financial assets:
Other financial assets
Refundable deposits paid (Note)
Financial liabilities:
Refundable deposits received
December Fair value
40,219
$ 17,925
-
31,2013
December Fair value
39,369
$ 16,937
-
31,2012
January1,2012 January1,2012
Book value
40,219
$ 17,925
-
Book value
39,369
$ 16,937
-
Book value
39,369
$ 8,453
250
Fair value
39,369
$ 8,453
250

Note : Recorded as 「 other non-current assets – others 」 .

~58~

  • B. Financial risk management policies

  • a)The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group’s financial position and financial performance.

  • b)Group treasury identifies, evaluates and hedges financial risks closely with the Group’s operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas and matters, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.

  • C.Significant financial risks and degrees of financial risks a)Market risk

  • I.Foreign exchange rate risk

  • i)The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to USD. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations.

  • ii)To manage their foreign exchange risk arising from future commercial transactions and recognized assets and liabilities, entities in the Group are required to hedge their foreign exchange risk exposure using forward foreign exchange contracts. However, hedge accounting is not applied as transactions did not meet all criteria of hedge accounting. Foreign exchange risk arises when future commercial transactions or recognized assets or liabilities are denominated in a currency that is not the entity’s functional currency.

  • iii)The Group’s businesses involve some non-functional currency operations (the Company’s and certain subsidiaries’ functional currency: NTD; other subsidiaries’ functional currency: CNY). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:

~59~

Foreign currency
amount(in thousands)
Exchange rate
(Foreign currency: functional currency)
Financial assets
Monetary items
USD:NTD
32,046
$ 29.805
EUR:NTD
78
41.09
CNY:NTD
5,700
4.919
Non-monetary items
USD:NTD
3,153
29.805
Financial liabilities
Monetary items
USD:NTD
2,575
29.805
EUR:NTD
88
41.09
CNY:NTD
835
4.919
Foreign currency
amount (inthousands)
Exchangerate
(Foreign currency: functional currency)
Financial assets
Monetary items
USD:NTD
31,791
$ 29.04
EUR:NTD
232
38.49
Financial liabilities
Monetary items
USD:NTD
690
29.04
EUR:NTD
135
38.49
December 31,2013
December31,2012
Foreign currency
amount (inthousands)
Exchangerate
(Foreign currency: functional currency)
Financial assets
Monetary items
USD:NTD
27,254
$ 30.28
EUR:NTD
2,354
39.18
Financial liabilities
Monetary items
USD:NTD
2,257
30.28
January1,2012
December 31,2013 December 31,2013 Book value
(NTD)
955,131
$ 3,205
28,038
93,975
76,748
3,616
4,107
Book value
(NTD)
923,211
$ 8,930
20,038
5,196
Exchangerate
30.28
39.18
30.28
Book value
(NTD)
825,251
$ 92,230
68,342

As of December 31, 2013 and 2012, if the NTD:USD exchange rate appreciates/depreciates by

~60~

5% with all other factors remaining constant, the Group’s net profit after tax for the year ended December 31, 2013 and 2012 would increase/decrease by $48,618 and $45,149, respectively. If the EUR:NTD exchange rate appreciates/depreciates by 5% with all other factors remaining constant, the Group’s net profit after tax for the year ended December 31, 2013 and 2012 would increase/decrease by $20 and $186, respectively. If the CNY:NTD exchange rate appreciates/depreciates by 5% with all other factors remaining constant, the Group’s net profit after tax for the year ended December 31, 2013 would increase/decrease by $1,196.

  • II. Price risk

The Group has investments classified as financial assets and liabilities at fair value through profit or loss and available-for-sale financial assets (shown in ‘financial assets measured at cost-noncurrent’). Therefore, the Group is exposed to price risk on equity instruments investments. To manage this risk, the Group has set stop-loss amounts for these instruments. The Group expects no significant market risk.

  • III. Interest rate risk

The Group analyses its interest rate exposure on a dynamic basis. Thus, the interest rate of the Group’s liabilities fluctuates accordingly with the market interest rate, creating divergence in the Group’s future cash flow. However, as the Group’s liabilities bear little significance and a small range of interest rate, the Group does not bear significant interest rate risk.

  • b)Credit risk

  • I.Credit risk refers to the risk of financial loss to the Group arising from default by the clients or counterparties of financial instruments on the contract obligations. According to the Group’s credit policy, each local entity in the Group is responsible for managing and analyzing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors with limits set by the board of directors. The utilization of credit limits is regularly monitored. Credit risk arises from cash and cash equivalents, and outstanding receivables. The Group also transacts with many different banks and financial institutions to diversify risk.

  • II.No credit limits were exceeded during the years ended December 31, 2013 and 2012.

  • III.For more information regarding the Group’s credit ratings on its financial assets, please refer to detailed explanation of financial assets in Note 6.

~61~

c)Liquidity risk

  • I.Cash flow forecasting is performed by the Group’s treasury department which monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Group does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities.

  • II.The following table comprises the Group’s non-derivative financial liabilities and derivative financial liabilities with gross-amount settlement that are grouped by their maturity. Non-derivative financial liabilities are analyzed from the balance sheet date to the contract maturity date, and derivative financial liabilities are analyzed from the balance sheet date to the expected maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

ash flows.
December31,2013
Less than 1year
Short-term borrowings
689,785
$ Notes payable
1,080
Accounts payable
264,437
Other payables
594,800
Non-derivative financial
liabilities:
December 31,2012
Less than 1year
Short-term borrowings
263,676
$ Notes payable
1,045
Accounts payable
223,074
Other payables
536,155
Non-derivative financial
liabilities:
January1,2012
Less than 1year
Notes payable
83
$ Accounts payable
299,250
Other payables
405,808
Non-derivative financial
liabilities:
December31,2013
Less than 1year
Forward foreign contracts
1,138
$ Derivative financial liabilities:
Less than 1year
689,785
$ 1,080
264,437
594,800
Less than 1year
Between 1
and2years
-
$ -
-
-
Between 1
and 2years
-
$ -
-
-
Between 1
and 2years
-
$ -
-
and2years
-
$
Between 2
and 5 years
-
$ -
-
-
Between 2
and 5years
-
$ -
-
-
Between 2
and 5years
-
$ -
-
and 5 years
-
$
More than
5 years
-
$ -
-
-
More than
5years
-
$ -
-
-
More than
5years
-
$ -
-
5 years
-
$

~62~

(3) Fair value estimation

  • A.The table below analyses financial instruments measured at fair value, by valuation method. The different levels have been defined as follows:

  • Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

  • Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).

  • Level 3: Inputs for the asset or liability that are not based on observable market data. The following table presents the Group’s financial assets and liabilities that are measured at fair value at December 31, 2013, December 31, 2012 and January 1, 2012.

December 31,2013 Level 1 Level 2 Level 2 Level 3 Total Total
Financial liabilities:
Financial liabilities at fair value through
profit or loss – forward foreign
contracts $ - $ 1,138 $ - $ 1,138
December 31,2012 Level 1 Level 2 Level 3 Total
Financial assets:
Financial assets at fair value through
profit or loss - forward foreign
contracts $ - $ 473 $ - $ 473
January1,2012 Level 1 Level 2 Level 3 Total
Financial assets:
Financial assets at fair value through
profit or loss - forward foreign
contracts $ - $ 2,066 $ - $ 2,066
  • B. The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The quoted market price used for financial assets held by the Group is the closing price. These instruments are included in level 1. Instruments included in level 1 comprise primarily equity instruments and debt instruments classified as financial assets/financial liabilities at fair value through profit or loss or available-for-sale financial assets.

  • C.The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

~63~

  • D.If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

  • E.Specific valuation techniques used to value financial instruments include:

  • a) Quoted market prices or dealer quotes for similar instruments.

  • b) The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date, with the resulting value discounted back to present value.

  • c) Other techniques, such as discounted cash flow analysis, are used to determine fair value for the remaining financial instruments.

  • F. The Group did not have financial instruments that met the definition of level 3 instruments as of December 31, 2013, December 31, 2012 and January 1, 2012.

~64~

13. ADDITIONAL DISCLOSURES REQUIRED BY THE SECURITIES AND FUTURES BUREAU

(1) Related information of significant transactions (For the year ended December 31, 2013)

  • A.Financing activities with any company or person: None.

  • B.The Company provided endorsements and guarantees to other entities: None.

C.The balance of securities held as of December 31, 2013 are summarized as follows (not including subsidiaries, associates and joint ventures):

Investor
ScinoPharm Taiwan,
Ltd.
Type andname ofsecurities
Bill under repurchase agreements:
International Bills Finance Co.
China Bills Finance Co.
Stocks:
Tanvex Biologics, Inc.
SYNGEN, INC.
Relationship withtheissuer


The company is a director of Tanvex
Biologics, Inc.
Accounts
Cash equivalents
Cash equivalents
Financial assets
measured at cost
Financial assets
measured at cost
Number of shares
(inthousands)
Bookvalue
Percentage
of
ownership
-
82,933
$ -
-
49,971
28,800
167,673
17.00%
245
-
7.40%
As of December 31,2013
Number of shares
(inthousands)
Bookvalue
Percentage
of
ownership
-
82,933
$ -
-
49,971
28,800
167,673
17.00%
245
-
7.40%
As of December 31,2013
Number of shares
(inthousands)
Bookvalue
Percentage
of
ownership
-
82,933
$ -
-
49,971
28,800
167,673
17.00%
245
-
7.40%
As of December 31,2013
Market value Note
Bookvalue
82,933
$ 49,971
167,673
-
Percentage
of
ownership
-
17.00%
7.40%
82,933
$ 49,971
-
-



~65~

D.The cumulative buying or selling amount of one specific security exceeding the lower of $300,000 or 20 percent of the contributed capital:

Name of
the counter
party
-
-
-
-
Cash capital
increase
Cash capital
increase
Relationship
-
-
-
-
-
-
Number of
shares
(in thousands)
Amount
-
-
$ -
-
-
85,794
-
59,962
43,545
1,239,905
-
895,290
Beginningbalance
Add Amount
3,190,187
$ 3,419,848
3,226,344
621,777
399,205
385,040
iton
Disposal Gain (loss)
on
disposal
354
$ 377
402
93
-
-
Other increase
Number of
shares
(in thousands)
-
-
-
-
43,545
-
Number of
shares
(in thousands)
-
-
-
-
13,480
-
Number of
shares
(in thousands)
-
-
-
-
-
-

Saleprice
Book value
3,140,570
$ 3,140,216)
($ 3,337,292
3,336,915)
(
3,312,540
3,312,138)
(
681,832
681,739)
(
-
-
-
-

~66~

E.Acquisition of real estate with an amount exceeding $300,000 or 20 percent of the contributed capital:

Companyname Type of
property
Transaction date Payment Satus of
payment
Name of
counterparty
Relationship Prior transaction of related counterparty Prior transaction of related counterparty Prior transaction of related counterparty Prior transaction of related counterparty Price reference Purpose of
acquisition
Other items
Owner Relationship Transfer date Amount
ScinoPharm Taiwan, Ltd.
ScinoPharm (Changshu)
Pharmaceuticals, Ltd.
Plant
Plant
(Phase II)
6.2012~12.2013
11.2012~12.2013
Approximately
640,808
$ 546,182
72,063
$ 329,411
Cina Ecoteck
Co., Ltd. etc.
Jiangsu Qian
Construction
Group Co., Ltd.
etc.




-
$ 〞
Negotiation
Building for
operation use

F.Disposal of real estate with an amount exceeding $300,000 or 20 percent of the contributed capital: None.

G.Purchases or sales transactions with related parties amounting to $100,000 or 20 percent of the contributed capital:

Companyname Counterparty Relationship Description of transaction Description of transaction Differences in transaction
terms compared to third
partytransactions
Differences in transaction
terms compared to third
partytransactions
Notes or accounts receivable/(payable) Notes
Purchases/(sales) Amount Percentage of net
purchases/(sales)
Credit terms Balance Percentage of total
notes or accounts
receivable/(payable)
Unitprice Credit terms
ScinoPharm Taiwan,
Ltd.
ScinoPharm (Changshu)
Pharmaceuticals, Ltd.
ScinoPharm (Changshu)
Pharmaceuticals, Ltd.
ScinoPharm Taiwan,
Ltd.
An investee company of
Purchases
SPT International, Ltd.
accounted for under
the equity method
The company
(Sales)
228,243
$ 228,243)
(
12%
(99%)
Payable 90
days after
acceptance
90 days
after delivery
-
$ -

53,868)
($ 53,868
(25%)
99%

H.Receivables from related parties exceeding $100,000 or 20 percent of the contributed capital: None.

I.Derivative financial instruments transactions : For the Company’s derivative financial instrument transactions, please refer to Note 6(2).

~67~

J.Significant inter-company transactions during the year ended December 31, 2013:

Transaction

Number
(Note 1)
Company name Counterparty Relationship
(Note 2)
General ledger
account
Amount Transaction terms Percentage of consolidated total
operating revenues or total assets
(Note 3)
0 ScinoPharm Taiwan, Ltd. ScinoPharm (KunShan) Biochemical
Technology Co., Ltd.
ScinoPharm (Changshu)
Pharmaceuticals, Ltd.
ScinoPharm (Shanghai) Biochemical
Technology, Ltd.
1
1
1
Purchases
Management consultancy
revenue
Other receivables
Purchases
Management consultancy
revenue
Outsourcing research fee
Other receivables
Accounts payable
Outsourcing service fee
Accrued expenses
$ 59,178
(
3,999)
1,066
228,243
(
26,309)
15,045
25,054
(
53,868)
8,491
(
1,869)
Closes its accounts 90 days from the end
of each month after acceptance


Closes its accounts 90 days from the end
of each month after acceptance





1%


4%
(1%)




Note 1: The numbers filled in for the transaction company in respect of inter-company transactions are as follows:

  • (1)Number 0 represents the Company.

  • (2)The consolidated subsidiaries are in order from number 1.

Note 2: Relationship between transaction company and counterparty is classified into the following three categories:

  • (1)The company to the consolidated subsidiary.

  • (2)The consolidated subsidiary to the Company.

  • (3)The consolidated subsidiary to another consolidated subsidiary.

  • Note 3: Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to consolidated total assets for balance sheet accounts and based on accumulated transaction amount for the period to consolidated total operating revenues for income statement accounts.

~68~

(2) Disclosure information of investee company

Related information on investee companies for the year ended December 31, 2013

Information about the investees’ name, locations, etc. (not including investees in Mainland China)

Investors Investees Address Main business Original investments Original investments Holdingstatu s Net profit (loss) of the
investee company for the
year ended December 31,
2013
Income (loss) recognised by
the company for the year
ended December 31, 2013
(Note 1)
Note
Balance as at
December 31,
2013
Balance as at
January1,2013
Shares Ownership
(%)
Bookvalue
ScinoPharm
Taiwan, Ltd.
ScinoPharm
Taiwan, Ltd.
ScinoPharm
Taiwan, Ltd.
ScinoPharm
Taiwan, Ltd.
SPT
International,
Ltd.
ScinoPharm
Singapore
Pte Ltd.
President
ScinoPharm
(Cayman), Ltd.
(Note2)
Foreseeacer
Pharmaceuticals,
Inc.
Tortola, British
Virgin Islands
Singapore
Grand Cayman,
Cayman Islands
Grand Cayman,
Cayman Islands
Professional
investment
Professional
investment
Professional
investment
Research and
development of
peptide injectable
drugs
$ 1,727,867
-
-
107,388
$ 1,328,662
-
3,541
-
57,024,644
2
-
3,600,000
100.00
100.00
-
15.32
$ 1,592,240
20
-
90,455
($ 170,389)
15
(
46)
(
86,747)
($ 126,458)
15
(
18)
(
16,791)
Subsidary
Subsidary
Subsidary

Note 1: According to the related regulations, it is only required to disclose income (loss) of subsidiary recognized by the Company. Note 2 : Liquidated in September 2013.

~69~

(3) Disclosure of information on indirect investments in Mainland China

Related information on investee companies for the year ended December 31, 2013.

  • A.The basic information of investments in Mainland China:

Investment amount

Name of investee
inChina
Main business Capital Investment
method
Beginning
investment
balance from
Taiwan
Remitted to
China
Remitted
back to
Taiwan
Ending investment
balance from
Taiwan
Gain (loss) from
the investee
company
Ownership
held by the
company
(direct or
indirect)
Investment gain
(loss) recognised
(Note 2)
Book value of
investments as
of December
31,2013
Accumulated
remittance
Note
ScinoPharm
(KunShan)
Biochemical
Technology Co.,
Ltd.
ScinoPharm
(Changshu)
Pharmaceuticals,
Ltd.
ScinoPharm
(Shanghai)
Biochemical
Technology,
Ltd.
Research,
development,
and
manufacture
of API and
new medicine,
etc.
Research,
development,
and
manufacture
of API and
new medicine,
etc.
Import, export
and sales of
Active
Pharmaceutical
Ingredients and
intermediates,
etc.
$ 119,220
1,520,055
35,766
(Note 1)
(Note 1)
(Note 1)
$ 110,994
1,132,590
21,460
$ -
387,465
14,306
$ -
-
-
$ 110,994
1,520,055
35,766
$ 12,060
(
174,565)
(
4,894)
100.00
100.00
100.00
12,060
$ (
174,565)
(
4,894)
$ 453,746
1,160,309
28,465
$ -
-
-
Subsidary of
subsidary
Subsidary of
subsidary
Subsidary of
subsidary

~70~

B.Ceiling amount of investment in Mainland China:

Ceiling amount of investment in Mainland China:
Name of company Accumulated amount of remittance from
Taiwan to MainlandChina
Investment amount approved by the Investment Commission
of the Ministryof Economic Affairs(MOEA)
Ceiling on investment amount in Mainland China imposed by
the InvestmentCommission of MOEA(Note3)
ScinoPharm Taiwan, Ltd. 1,703,311
$
1,807,629
$
$ 5,785,952

Note 1: Setting up a company in the third area, which then invested in the investee in Mainland China.

Note 2: The Investment gain (loss) recognized by the Company for the year ended December 31, 2013 was based on audited financial statements of investee companies as of and for the year ended December 31, 2013.

Note 3: The ceiling amount is 60% of the higher of net worth or combined net worth.

Note 4:The numbers in the table that involves foreign currencies are expressed in New Taiwan Dollars according to the exchange rate posted on the date of the consolidated financial statements (USD:NTD 1:29.805).

~71~

  • C.Significant transactions with investees in Mainland China, directly, indirectly or through companies located in third region:

  • (a)Purchase amount and percentage of net purchases, the ending balance of the respective accounts payable and percentage:

    • I. Purchases
Third region
Company's name

Name of investee in Mainland China
ScinoPharm (Changshu) Pharmaceuticals,
Ltd.
ScinoPharm (KunShan) Biochemical
Technology Co., Ltd.
For the year
ended December 31,2013
228,243
$ 59,178
287,421
$

Purchase prices from related parties are the same as that of general suppliers. The method of payment is agreed upon and closes its accounts 90 days from the end of each month, which is also similar to that of general suppliers.

II. Accounts payable

Third region
Company's name
Name of investee in Mainland China
ScinoPharm (Changshu) Pharmaceuticals,
Ltd.
December 31,2013
53,868
$
  • (b)Sales amount and percentage of net sales, the ending balance of respective accounts receivable and percentage: None.

  • (c)Property transaction amount and related gain or loss: None.

  • (d)Endorsements, guarantee and security’s ending balance and purpose: None.

  • (e)Maximum balance, ending balance, range of interest rates and interest expense for financing transactions: None.

~72~

(f)Other events having significant effects on the operating results and financial condition:

Transactiondescription
Outsourcing research
fees
Outsourcing service
fees
Management
consultancy revenue
Management
consultancy revenue
Other receivables
Other payables
Third region
company'sname





Name of investee
in Mainland China
ScinoPharm (Changshu)
Pharmaceuticals, Ltd.
ScinoPharm (Shanghai)
Biochemical
Technology, Ltd.
ScinoPharm (Changshu)
Pharmaceuticals, Ltd.
ScinoPharm (KunShan)
Biochemical
Technology Co., Ltd
ScinoPharm (Changshu)
Pharmaceuticals, Ltd.
ScinoPharm (KunShan)
Biochemical
Technology Co., Ltd
ScinoPharm (Shanghai)
Biochemical
Technology, Ltd.
For the year
endedDecember31,2013
15,045
$ 8,491
$ 26,309
$ 1,066
26,120
$ 1,869
$ 25,054
$ 3,399
$

14. SEGMENT INFORMATION

(1) General information

The management of the Group has identified the operating segments based on how the company’s chief operating decision maker regularly reviews information in order to make decisions. The chief operating decision maker manages the Group’s business from geographical and functional perspectives. Geographically, the Group focus on its sales business in the U.S., Europe and Asia. In addition, the Group categorized its business units into manufacture, sales, research and development and investment management functions, and combines its segments that do the meet the disclosure threshold as “Other”.

(2) Measurement of segment information

The chief operating decision-maker evaluates the performance of operating segments based on pre-tax income excluding non-recurring income. For details of operating segments’ accounting policies, please refer to Note 4.

~73~

(3) Segment information

The segment information provided to the chief operating decision-maker for the reportable segments is as follows:

segments is as follows:
Segment revenue
Revenue from internal customers
Revenue from external customers
Interest income
Depreciation and amortisation
Interest expense
Income from segment before income tax
Segment assets
Other acquisition of non-current asset
(excluding financial instruments and
deferred tax assets)
Segment liabilities
Segment revenue
Revenue from internal customers
Revenue from external customers
Interest income
Depreciation and amortisation
Interest expense
Income from segment before income tax
Segment assets
Other acquisition of non-current assets
(excluding financial instruments and
deferred tax assets)
Segment liabilities
Forthe yearendedDecember31, 2013
ScinoPharm Taiwan,Ltd.
Others
5,083,603
$ 320,539
$ -
315,897
5,083,603
4,642
21,140
16,506
376,706
70,812
1
7,915
1,514,746
276,608)
(
10,706,170
2,508,081
661,985
558,931
1,062,916
860,970
Forthe yearendedDecember31,
Total
5,404,142
$ 315,897
5,088,245
37,646
447,518
7,916
1,238,138
13,214,251
1,220,916
1,923,886
2012
ScinoPharm Taiwan,Ltd.
Others
4,572,198
$ 368,042
$ -
367,731
4,572,198
311
24,111
5,686
326,697
36,571
29
-
1,400,884
120,277)
(
9,956,519
1,760,737
734,724
230,643
887,380
417,763
Total
4,940,240
$ 367,731
4,572,509
29,797
363,268
29
1,280,607
11,717,256
965,367
1,305,143

~74~

(4) Reconciliation for segment income (loss)

  • A. The sales between segments were under the arms’ length principle. The external revenues reported to the chief operating decision maker adopt the same measurement for revenues in income statement. The reconciliations of pre-tax income between reportable segments and continuing operations were as follo ws:
continuing operations were as follows:
Forthe years endedDecember31,
2013 2012
Reportable segments profit before
income $ 1,514,746 $ 1,400,884
Other segments profit before income tax ( 276,608) ( 120,277)
Inter segments profit and loss 170,375 91,550
Profit before income tax $ 1,408,513 $ 1,372,157
A reconciliation of assets of reportable segment and total assets is as follows:
December 31,2013 December 31,2012
Assets of reportable segments $ 10,706,170 $ 9,956,519
Assets of other operating segments 2,508,081 1,760,737
Internal segment transaction elimination ( 1,730,023) ( 1,377,380)
Total assets $ 11,484,228 $ 10,339,876
A reconciliation of liabilities of reportable segment and total liabilities is as follows:
December 31,2013 December 31,2012
Liabilities of reportable segments $ 1,062,916 $ 887,380
Liabilities of other operating segments 860,970 417,763
Internal segment transaction elimination ( 82,912) ( 36,009)
Total liabilities $ 1,840,974 $ 1,269,134
  • B.A reconciliation of assets of reportable segment and total assets is as follows:

  • C.A reconciliation of liabilities of reportable segment and total liabilities is as follows:

(5) Information on product and service

The Group is engaged in the research and development and manufacture of materials for medicine, as well as the provision of related consulting and technical services. The

reconciliations of total segment and operating revenue were as follows:

For the years ended December 31,

Revenue from sales of products
Revenue from technical services
Others
2013
5,055,942
$ 28,845
3,458
5,088,245
$
2012
4,528,859
$ 37,497
6,153
4,572,509
$

~75~

(6) Geographical information

Geographical information for the years ended December 31, 2013 and 2012 is as follows:

Geographical information
Geographical information for
the years ended December 31, 2013 and 2012 is as follows: and 2012 is as follows:
Taiwan
USA
Ireland
India
Italy
Others
Non-current
Revenue
assets
166,413
$ 3,303,840
$ 1,975,307
-
747,145
-
614,232
-
441,729
-
1,143,419
1,449,076
5,088,245
$ 4,752,916
$ For the year ended and as at
December 31,2013
For the year ended and as at
December 31,2012
Revenue
166,413
$ 1,975,307
747,145
614,232
441,729
1,143,419
5,088,245
$
Revenue
141,620
$ 1,458,368
934,166
452,577
596,263
989,515
4,572,509
$
Non-current
assets
3,019,331
$ -
-
-
-
901,908
3,921,239
$

(7) Major customer information

Major customer information of the Group for the years ended December 31, 2013 and 2012 is as follows:

as follows:
A
B
C
Revenue
Segment
1,747,812
$ Whole
665,044

441,687

For the year ended and as at
December 31,2013
For the year ended and as at
December 31,2012
Revenue
1,747,812
$ 665,044
441,687
Revenue
1,230,091
$ 887,971
596,263
Segment
Whole

~76~

15. INITIALAPPLICATION OF IFRSs

These consolidated financial statements are the first consolidated financial statements prepared by the Group in accordance with the IFRSs. The Group has adjusted the amounts as appropriate that are reported in the previous R.O.C. GAAP consolidated financial statements to those amounts that should be presented under IFRSs in the preparation of the opening IFRS balance sheet. Information about exemptions elected by the Group, exceptions to the retrospective application of IFRSs in relation to initial application of IFRSs, and how it affects the Group’s financial position, operating results and cash flows in transition from R.O.C. GAAP to the IFRSs is set out below:

  • (1) Exemptions elected by the Group

  • A. Share-based payment transactions

    • The Group has elected not to apply the requirements in IFRS 2, ‘Share-based Payment’, retrospectively to equity instruments and liabilities that were vested or settled arising from share-based payment transactions prior to the transition date.
  • B. Employee benefits

    • The Group has elected to recognize all cumulative actuarial gains and losses relating to all employee benefit plans in ‘retained earnings’ at the transition date, and to disclose the information of present value of defined benefit obligation, fair value of plan assets, gain or loss on plan assets and experience adjustments under the requirements of paragraph 120A (P), IAS 19, ‘Employee Benefits’, based on their prospective amounts for financial periods from the transition date.
  • C. Cumulative translation differences

    • The Group has elected to reset the cumulative translation differences arising on the translation of the financial statements of foreign operations under R.O.C. GAAP to zero at the transition date, and to deal with translation differences arising subsequent to the transition date in accordance with IAS 21, ‘The Effects of Changes in Foreign Exchange Rates’.
  • D. Borrowing costs

    • The Group has elected to apply the transitional provisions in paragraphs 27 and 28 of IAS 23, ‘Borrowing Costs’, amended in 2007 and apply IAS 23 from the transition date.
  • E. Transfers of assets from customers

    • The Group has elected to apply the transitional provisions in paragraph 22 of IFRIC 18, ‘Transfers of Assets from Customers’, and apply IFRIC 18 from the transition date.
  • (2) Except for derecognition of financial assets and financial liabilities, and non-controlling interest to which exceptions to the retrospective application of IFRSs specified in IFRS 1 are not applied as they have no relation with the Group, other exceptions to the retrospective application are set out below:

~77~

Accounting estimates

Accounting estimates made under IFRSs on January 1, 2012 are consistent with those made under R.O.C. GAAP on that day.

  • (3) Requirement to reconcile from R.O.C. GAAP to IFRSs at the time of initial application IFRS 1 requires that the entity should make reconciliation for equity, comprehensive income and cash flows for the comparative periods. The Group’s initial application of IFRSs has no significant effect on cash flows from operating activities, investing activities and financing activities. Reconciliation for equity and comprehensive income for the comparative periods as to transition from R.O.C. GAAP to IFRSs is shown below:

  • A. Reconciliation for equity on January 1, 2012

Effect of
transition
from R.O.C.
R.O.C.GAAP GAAP to IFRSs IFRSs Remark
Current assets:
Cash and cash equivalents $ 3,293,681 $ - $ 3,293,681
Financial assets at fair value 2,066 - 2,066
through profit or loss - current
Accounts receivable 843,902 - 843,902
Other receivables 47,983 - 47,983
Inventories 1,465,462 - 1,465,462
Prepayments 179,883 - 179,883
Other current assets 29,526 ( 13,974) 15,552 (3)
Total current assets 5,862,503 ( 13,974) 5,848,529
Non-current assets
Investment accounted for under 172,107 - 172,107
the equity method
Property, plant, and equipment 3,227,233 ( 336,473) 2,890,760 (1)(8)
Intangible assets 114,447 ( 101,117) 13,330 (2)(5)
Deferred income tax assets 61,779 22,615 84,394 (3)(4)
(5)
Prepayments for equipment - 346,322 346,322 (8)
Other financial assets – non-
current 23,817 - 23,817
Long-term prepaid rent - 100,158 100,158 (2)
Other non-current assets 18,302 ( 9,849) 8,453 (1)
Total non-current assets 3,617,685 21,656 3,639,341
Total assets $ 9,480,188 $ 7,682 $ 9,487,870

~78~

Effect of
transition
from R.O.C.
R.O.C. GAAP GAAPtoIFRSs IFRSs Remark
Current liabilities
Notes payable $ 83 $ - $ 83
Accounts payable 299,250 - 299,250
Other payables 390,965 14,843 405,808 (4)
Current income tax liabilities 114,937 - 114,937
Other current liabilities 37,714 - 37,714
Total current liabilities 842,949 14,843 857,792
Non-current liabilities
Accrued pension liabilities 27,959 35,030 62,989 (5)
Total liabilities 870,908 49,873 920,781
Equity attributable to owners of
the parent
Share capital
Common stock 6,310,000 - 6,310,000
Capital Reserves
Additional paid-in capital in 1,233,286 - 1,233,286
excess of par - common stock
Employee share based 13,691 - 13,691
payments
Retained earnings
Legal reserve 7,962 - 7,962
Special reserve - 30,419 30,419 (7)
Unappropriated retained 970,012 - 970,012 (4)(5)
earnings (6)(7)
Other equity
Currency translation differences 72,610 ( 72,610) - (6)
Non-controlling interest 1,719 - 1,719
Total equity 8,609,280 ( 42,191) 8,567,089
Total liabilities and equity $ 9,480,188 $ 7,682 $ 9,487,870

~79~

B. Reconciliation for equity on December 31, 2012:

Current assets
Cash and cash equivalents
Financial assets at fair value
through profit or loss-current
Accounts receivable
Other receivables
Inventories
Prepayments
Other current assets
Total current assets
Non-current assets
Financial assets measured at cost-
noncurrent
Property, plant and equipment
Intangible assets
Deferred income tax assets
Prepayment for equipment
Other financial assets -non-current
Long-term prepaid rents
Other non-current assets
Total non-current assets
Total assets
R.O.C.GAAP
3,035,012
$ 473
841,334
96,300
1,870,275
214,261
854
6,058,509
149,555
3,790,318
107,539
144,309
-
39,369
-
23,382
4,254,472
10,312,981
$
Effect of transition
from R.O.C.
GAAP to IFRSs
-
$ -
-
-
-
-
854)
(
854)
(
18,118
231,090)
(
90,018)
(
9,631
237,535
-
90,018
6,445)
(
27,749
26,895
$
IFRSs
3,035,012
$ 473
841,334
96,300
1,870,275
214,261
-
6,057,655
167,673
3,559,228
17,521
153,940
237,535
39,369
90,018
16,937
4,282,221
10,339,876
$
Remark






(3)
(9)
(1)(8)
(2)(5)
(3)(4)
(5)
(8)

(2)
(1)

~80~

R.O.C.GAAP
Current liabilities
Short-term borrowings
263,676
$ Notes payable
1,045
Accounts payable
223,074
Other payable
519,810
Current income tax liailities
177,539
Other current liabilities
2,183
Total current liabilities
1,187,327
Non-current liabilities
Accrued pension liabilities
30,179
Total liabilities
1,217,506
Share capital
Common stock
6,499,300
Capital reserves
Additional paid-in capital in
excess of par - common stock
1,233,286
Employee share based payments
13,691
Retained earnings
Legal reserve
103,897
Special reserve
-
Unappropriated retained earnings
1,224,246
Other equity
Currency translation differences
19,452
Non-controlling interest
1,603
Total equity
9,095,475
Total liabilities and equity
10,312,981
$ Equity attributable to owners of the parent
Effect of transition
from R.O.C.
GAAP to IFRSs
IFRSs
-
$ 263,676
$ -
1,045
-
223,074
16,345
536,155
-
177,539
-
2,183
16,345
1,203,672
35,283
65,462
51,628
1,269,134
-
6,499,300
-
1,233,286
-
13,691
-
103,897
22,829
22,829
6,930
1,231,176
54,492)
(
35,040)
(
-
1,603
24,733)
(
9,070,742
26,895
$ 10,339,876
$
Remark



(4)


(5)




(7)(9)
(4)(5)
(6)(7)
(9)
(6)(9)
Share capital
Common stock
Capital reserves
Additional paid-in capital in
excess of par - common stock
Employee share based payments
Retained earnings
Legal reserve
Special reserve
Unappropriated retained earnings
Other equity
Currency translation differences
Non-controlling interest
Total equity
Total liabilities and equity

~81~

C.Reconciliation for comprehensive income for the year ended December 31, 2012:

R.O.C.GAAP
Operating revenue
4,572,509
$ Operating costs
2,259,081)
(
Gross profit
2,313,428
Operating expenses
Selling expenses
185,346)
(
General and administrative expenses
565,811)
(
Research and development expenses
303,023)
(
Operating profit
1,259,248
Non-operating income and expenses
Other income
98,830
Other gains and losses
18,052
Finance costs
29)
(
Share of (loss)/ profit of associates
and joint ventures accounted for
under equity method
4,434)
(
Profit before income tax
1,371,667
Income tax expense
201,245)
(
Profit for the year
1,170,422
$ Other comprehensive income
Currency translation difference
-
$ Actuarial gain (loss) on defined
benefit plan
-
Income tax relating to the
components of other
comprehensive income
-
Other comprehensive income for the
year, net of tax
-
$ Total comprehensive income for the
year
1,170,422
$
Effect of transition
from R.O.C.
GAAP to IFRSs
IFRSs
-
$ 4,572,509
$ -
2,259,081)
(
-
2,313,428
-
185,346)
(
490
565,321)
(
-
303,023)
(
490
1,259,738
-
98,830
-
18,052
-
29)
(
-
4,434)
(
490
1,372,157
83)
(
201,328)
(
407
$ 1,170,829
$ 35,040)
($ 35,040)
($ 1,286)
(
1,286)
(
219
219
36,107)
($ 36,107)
($ 35,700)
($ 1,134,722
$
Remark



(4)(5)





(4)(5)
(10)
(5)
(5)

~82~

Reasons for reconciliation :

Reasons f or reconciliation:
Note Reasons for reconciliation Item Increase/decrease in accounts affected
January 1, 2012
(Date of Transition)
Comprehensive income
for the year ended
December 31,2012
(1)
(2)
(3)
equipment” at the date of transition to IFRSs and increased “Property,
plant and equipment”.
be treated as long-term prepaid rent.
asset or liability as current.
In accordance with the “Rules Governing the Preparation of Financial
Statements by Securities Issuers”, idle assets are presented in “Other
Assets”. The Group reclassified “Idle assets” to “Property, plant and
In accordance with current accounting standards in R.O.C., the
Group's payments to obtain the land use rights and prepayments for
leased lands are presented in “Other intangible assets”. However, in
accordance with IAS 17, “Leases”, such long operating lease should
In accordance with current accounting standards in R.O.C., a deferred
tax asset or liability should, according to the classification of its
related asset or liability, be classified as current or non-current.
However, a deferred tax asset or liability that is not related to an asset
or liability for financial reporting should be classified as current or
non-current according to the expected period to realize or settle a
deferred tax asset or liability. However, under IAS 1, “Presentation of
Financial Statements ” , an entity should not classify a deferred tax
Property, plant and
equipment
Other non-current
assets
Intangible assets
Long-term prepaid rent
Other current assets
Deferred income tax
assets
9,848
$ 9,848)
(
100,158)
(
100,158
13,974)
(
13,974
6,445
$ 6,445)
(
90,018)
(
90,018
854)
(
854

~83~

Note Reasons for reconciliation Item Increase/decrease in accounts affected
January 1, 2012
(Date of Transition)
Comprehensive income
for the year ended
December 31,2012
(4)
(5)
costs of accumulated unused compensated absences should be
accrued as expenses at the end of the reporting period.
duration of its pension plan.
A. The discount rate used to calculate pensions shall be determined
with reference to the factors specified in R.O.C. SFAS 18,
paragraph 23. However, IAS 19, “Employee Benefits”, requires an
entity to determine the rate used to discount employee benefits
with reference to market yields on high quality corporate bonds
that match the currency at the end day of the reporting period and
The current accounting standards in R.O.C. do not specify the rules
on the cost recognition for accumulated unused compensated
absences. The Group recognized such costs as expenses upon actual
payment. However, IAS 19, “Employee Benefits”, requires that the
Deferred income tax
assets
Other payables
Undistributed earnings
General and
administrative
expenses
Income tax expense
Intangible assets
Deferred income tax
assets
Other non-current
liabilities
Undistributed earnings
General and
administrative
Income tax expense
2,523
$ 14,843
12,320)
(
-
-
959)
(
6,118
35,030
29,871)
(
-
-
2,779
$ 16,345
12,320)
(
1,502
256)
(
-
5,998
35,283
29,871)
(
1,992)
(
339

~84~

Note Reasons for reconciliation Item Increase/decrease in accounts affected
January 1, 2012
(Date of Transition)
Comprehensive income
for the year ended
December 31,2012
(6)
(7)
Exchange Rates.
“Retained earnings” account.
B. The Group selected to recognize all unrecognized transitional net
benefit obligation and cumulative actuarial gains and losses
relating to employee benefits at the date of transition to IFRSs.
C. In accordance with accounting standards in R.O.C., actuarial
pension gain or loss of the Group is recognised in net pension cost
of current period using the ‘corridor’ method. However, in
accordance with IAS 19, ‘Employee Benefits’, the Group selects to
recognize immediately actuarial pension gain or loss in other
comprehensive income.
The Group selected to reset the cumulative translation differences
from foreign operations to zero at the date of transition to IFRSs, in
accordance with IAS 21 - The Effects of Changes in Foreign
In accordance with the Jin-Guan-Zheng-Fa-Zi Order No.1010012865,
dated April 6, 2012, the Group sets aside special reserve on the date
of transition to IFRSs and December 31, 2012, as the Group selected
to reclassify the transition differences of items 12 and 13 above to
Actuarial gain (loss) on
defined benefit plan
Income tax relating to
the components of
other comprensine
income
Undistributed earnings
Currency translation
difference
Special reserve
Undistributed earnings
-
$ -
72,610
72,610)
(
30,419
30,419)
(
1,286)
($ 219)
(
72,610
72,610)
(
30,419
30,419)
(

~85~

Note Reasons for reconciliation Item Increase/decrease in accounts affected
January 1, 2012
(Date of Transition)
Comprehensive income
for the year ended
December 31,2012
(8)
(9)
prepayments should be recognized as “Prepayment for equipment”.
No.1010012865, dated April 6, 2012.
The Group lost its significant influence in Tanvex Biologics, Inc.
( “ Tanvex ” ), and reclassified the carrying amount of Tanvex from
“ Long-term investment accounted for under the equity method ”
amounting
to
$167,673
and
related
“ Cumulative
translation
differences” associated with Tanvex of $18,118 to “Financial assets
carried at cost ” . However, as the Group had selected to reset the
cumulative translation differences from foreign operations to zero at
the date of transition to IFRSs, it increased both “ Financial assets
carried at cost” and “Cumulative translation differences” by $18,118
at December 31, 2012. On the same date, the Group reversed
proportionately the special reserve back to “ Retained earnings ” by
$7,590,
in
accordance
with
the
Jin-Guan-Zheng-Fa-Zi
Order
The Group purchased fixed assets and made payments in advance.
Pursuant to the “ Rules Governing the Preparation of Financial
Statements by Securities Issuers”, such prepayments are presented as
“ Fixed assets ” . Based on the nature of the transactions, the
Property, plant and
equipment
Financial assets carried
at cost-non-current
Special reserve
Undistributed earnings
Currency translation
difference
Prepayment for
equipment
346,322)
($ 346,322
-
-
-
-
237,555)
($ 237,555
18,118
7,590)
(
7,590
18,118)
(

~86~

Note Reasons for reconciliation Item Increase/decrease in accounts affected
January 1, 2012
(Date of Transition)
Comprehensive income
for the year ended
December 31,2012
(10) R.O.C GAAP does not provide any guidance regarding other
comprehensive
income,
and
the
ending
balance
of
other
comprehensive accounts
are presented,
net
of tax,
as equity
components
in
the
balance
sheets.
However,
under
IAS
1,
“Presentation of Financial Statements”, an entity shall disclose the
amount of income tax
relating to each component of other
comprehensive income, including reclassification adjustments, either
in the statement of comprehensive income or in the notes.
Currency translation
difference
-
$
35,040)
($

~87~

  • D.Major adjustments for the consolidated statements of cash flows for the year ended December 31, 2012:

  • (a)The transition of R.O.C. GAAP to IFRSs has no effect on the Group’s cash flows reported.

  • (b)The reconciliation between R.O.C. GAAP and IFRSs has no net effect on the Group’s cash

  • flows reported.

~88~