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SPT Audit Report / Information 2013

Nov 13, 2013

51922_rns_2013-11-13_80ac1799-bc38-42b6-b69a-bd32296d2884.pdf

Audit Report / Information

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SCINOPHARM TAIWAN, LTD.

NON-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 non-consolidated balance sheets of ScinoPharm Taiwan, Ltd. as of December 31, 2013, December 31, 2012, and January 1, 2012, and the related non-consolidated statements of comprehensive income, of changes in equity and of cash flows for the years ended December 31, 2013 and 2012. These non-consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these non-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 non-consolidated financial statements referred to above present fairly, in all material respects, the financial position of ScinoPharm Taiwan, Ltd. as of December 31, 2013, December 31, 2012 and January 1, 2012, and its 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”.

PricewaterhouseCoopers, Taiwan

Republic of China

March 21, 2014


The accompanying non-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 non-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.

~1~

SCINOPHARM TAIWAN, LTD.

NON-CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

1100
1110
1150
1170
1180
1200
1210
130X
1410
1476
11XX
1543
1550
1600
1780
1840
1915
1920
1980
15XX
1XXX
Assets Notes December 31, 2013
AMOUNT
%
$ 1,864,352
18
-
-
230
-
969,117
9
1,118
-
18,692
-
26,120
-
2,291,613
21
191,095
2
15,552
-
5,377,889
50
167,673
2
1,682,715
16
3,153,292
30
7,906
-
149,386
1
140,414
1
2,228
-
24,667
-
5,328,281
50
$ 10,706,170
100
December 31, 2012
AMOUNT
%
$ 2,584,773
26
473
-
-
-
841,334
9
-
-
3,470
-
9,040
-
1,733,533
17
204,762
2
-
-
5,377,385
54
167,673
2
1,242,315
13
2,869,977
29
1,538
-
110,446
1
145,097
1
2,719
-
39,369
-
4,579,134
46
$ 9,956,519
100
January 1, 2012 January 1, 2012
AMOUNT
$ 1,864,352
-
230
969,117
1,118
18,692
26,120
2,291,613
191,095
15,552
5,377,889
167,673
1,682,715
3,153,292
7,906
149,386
140,414
2,228
24,667
5,328,281
$ 10,706,170
AMOUNT
$ 2,584,773
473
-
841,334
-
3,470
9,040
1,733,533
204,762
-
5,377,385
167,673
1,242,315
2,869,977
1,538
110,446
145,097
2,719
39,369
4,579,134
$ 9,956,519
AMOUNT
$ 3,080,455
2,066
-
843,817
-
14,524
4,752
1,449,852
168,631
15,552
5,579,649
-
1,131,951
2,534,793
2,026
84,394
66,842
2,525
23,817
3,846,348
$ 9,425,997
%
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
Other receivables - related
parties
Inventories
Prepayments
Other current 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
Guarantee deposits paid
Other financial assets -
non-current
Non-current assets
Total assets
6(1)
6(2)
6(3)
7
7
5(2) and
6(4)
8
6(5)
6(5)(6)
6(7)(8) and
7
5(2) and
6(22)
8
33
-
-
9
-
-
-
15
2
-
59
-
12
27
-
1
1
-
-
41
100

(Continued)

~2~

SCINOPHARM TAIWAN, LTD.

NON-CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

2120
2150
2170
2180
2200
2230
2310
2355
2399
21XX
2570
2640
2645
25XX
2XXX
3110
3200
3310
3320
3350
3400
3XXX
Liabilities and Equity Notes December 31, 2013
December 31, 2012
AMOUNT
%
AMOUNT
%
$ 1,138
-
$ -
-
1,080
-
1,045
-
160,379
1
125,220
1
53,868
1
18,017
-
557,967
5
505,462
5
147,735
1
169,991
2
74,562
1
2,183
-
-
-
-
-
-
-
-
-
996,729
9
821,918
8
639
-
-
-
65,548
1
65,462
1
-
-
-
-
66,187
1
65,462
1
1,062,916
10
887,380
9
6,759,272
63
6,499,300
65
1,247,796
12
1,246,977
13
220,944
2
103,897
1
22,829
-
22,829
-
1,348,058
13
1,231,176
12
44,355
- (
35,040)
-
9,643,254
90
9,069,139
91
$ 10,706,170
100
$ 9,956,519
100
January 1, 2012 January 1, 2012
AMOUNT
$ 1,138
1,080
160,379
53,868
557,967
147,735
74,562
-
-
996,729
639
65,548
-
66,187
1,062,916
6,759,272
1,247,796
220,944
22,829
1,348,058
44,355
9,643,254
$ 10,706,170
AMOUNT
$ -
83
183,521
77,872
385,550
112,898
16,946
964
19,804
797,638
-
62,739
250
62,989
860,627
6,310,000
1,246,977
7,962
30,419
970,012
-
8,565,370
$ 9,425,997
%
Current liabilities
Financial liabilities at fair value
through profit or loss - current
Notes payable
Accounts payable
Accounts payable - related
parties
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
Share capital
Share capital - common stock
Capital reserve
Capital surplus
Retained earnings
Legal reserve
Special reserve
Undistributed earnings
Other equity interest
Other equity interest
Total equity
Contingent liabilities and
Commitments
Total liabilities and equity
6(2)
7
6(9) and 7
6(22)
5(2) and
6(10)
6(12)(14)
6(11)(13)
6(14)(22)
6(15)
9
-
-
2
1
4
1
-
-
-
8
-
1
-
1
9
67
13
-
1
10
-
91
100

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

~3~

SCINOPHARM TAIWAN, LTD.

NON-CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

Items Forthe years endedDecember31
2013
2012
Notes
AMOUNT
%
AMOUNT
%
6(16) and 7
$ 5,083,603
100
$ 4,572,198
100
6(4)(10)(20)(21)
and 7
(
2,513,605)(
49)(
2,347,075)(
51)
2,569,998
51
2,225,123
49
6(10)(20)(21)
and 7
(
185,894)(
4)(
173,012)(
4)
(
434,038)(
8)(
366,189)(
8)
(
340,824)(
7)(
262,709)(
6)
(
960,756)(
19)(
801,910)(
18)
1,609,242
32
1,423,213
31
6(17)
64,849
1
93,144
2
6(2)(8)(18)
(
16,092)
- (
22,277)
-
6(19)
(
1)
- (
29)
-
6(6)
(
143,252)(
3)(
93,167)(
2)
(
94,496)(
2)(
22,329)
-
1,514,746
30
1,400,884
31
6(22)
(
241,342)(
5)(
230,008)(
5)
$ 1,273,404
25
$ 1,170,876
26
$ 79,395
2 ($ 35,040)(
1)
6(10)
498
- (
1,286)
-
6(22)
(
85)
-
219
-
$ 79,808
2 ($ 36,107)(
1)
$ 1,353,212
27
$ 1,134,769
25
6(23)
$ 1.88
$ 1.73
6(23)
$ 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
7070
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
8200
Profit for the year
Other comprehensive income
8310
Financial statements
translation differences of
foreign operations
8360
Actuarial gain (loss) on
defined benefit plan
8399
Income tax relating to the
components of other
comprehensive income
8300
Other comprehensive income
(loss) for the year
8500
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 non-consolidated financial statements.

~4~

SCINOPHARM TAIWAN, LTD.

NON-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(Note):
Legal reserve
Cash dividends
Stock dividends
Net income for the year ended December 31, 2012
Other comprehensive loss for the year ended December 31, 2012
Reversal of special reserve
Balance at December 31, 2012
For the year ended December 31, 2013
Balance at January 1, 2013
Appropriations of 2012 net income(Note):
Legal reserve
Cash dividends
Stock dividends
Employee stock option compensation cost
Net income for the year ended December 31, 2013
Other comprehensive income for the year ended December 31, 2013
Difference between the acquisition or disposal price and carrying
amount of subsidiaries:
Acquisition of subsidiaries
Disposal of subsidiaries
Balance at December 31, 2013
Notes Share capital -
commonstock
Capital reserve Retained earnings Financial
statements
translation
differences of
foreignoperations
Total
Legal reserve Special reserve Unappropriated
retained earnings
6(14)
6(14)
6(15)
6(14)
6(14)
6(15)
6(13)
6(13)
$ 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

Note: The employees' bonuses were $1,727 and $2,107 and the directors' remuneration were $17,268 and $21,068 in 2011 and 2012, respectively, which had been deducted from net income for the year.

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

~5~

SCINOPHARM TAIWAN, LTD.

NON-CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
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 for obsolescence of
supplies
Share of (profit)/loss of associates and joint ventures
accounted for under equity method
Gain on disposal of long-term investments
Depreciation
Loss on disposal of property, plant and equipment
Gain on reversal of impairment loss
Amortizaton
Employee stock option compensation costs
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
Other receivables–related parties
Inventories
Prepayment
Net changes in liabilities relating to operating activities
Notes payable
Accounts payable
Accounts payable–related parties
Other payables
Advance receipts
Other current liabilities
Accrued pension liabilities
Cash generated from operations
Interest received
Interest paid
Income tax paid
Net cash provided by operating activities
For The Years Ended December 31,
Notes
2013
2012
$ 1,514,746
$ 1,400,884
1,611
1,593
6(3)
5
-
6(3)
-
(
4,115 )
6(4)
8,167
41,191
5,899
(
11,009 )
6(6)
143,252
93,167
(
2,331 )
-
6(7)(20)
374,874
325,839
6(18)
3,156
933
6(8)(18)
(
3,185 ) (
5,857 )
6(20)
1,832
858
6(13)
768
-
6(17)
(
21,140 ) (
24,111 )
6(19)
1
29
(
230 )
-
(
127,788 )
6,598
(
1,118 )
-
(
15,222 )
11,054
(
17,080 ) (
4,288 )
(
566,247 ) (
324,872 )
7,768
(
25,122 )
35
962
35,159
(
58,301 )
35,851
(
59,855 )
78,175
35,725
72,379
(
14,763 )
-
(
19,804 )
584
1,437
1,529,921
1,368,173
21,140
24,111
(
1 ) (
29 )
(
301,984) (
198,748)
1,249,076
1,193,507

(Continued)

~6~

SCINOPHARM TAIWAN, LTD.

NON-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 the equity
method - subsidiaries
Acquisition of investments accounted for under the equity
method - non-subsidiaries
Proceeds from liquidation of investments accounted for
under equity method - subsidiaries
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Increase in prepayment for equipment
Increase (decrease) in guarantee deposits paid
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in finance lease liabilities - current
Decrease in refundable deposits received
Payment of cash dividends
Net cash used in financing activities
Decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
For The Years Ended December 31,
Notes
2013
2012
($ 850 )
$ -
(
399,205 ) (
406,244 )
(
107,388 )
-
2,377
-
6(24)
(
448,070 ) (
288,141 )
308
-
(
8,200 ) (
370 )
(
229,044 ) (
362,026 )
491
(
194 )
(
1,189,581 ) (
1,056,975 )
-
(
964 )
-
(
250 )
6(14)
(
779,916 ) (
631,000 )
(
779,916 ) (
632,214 )
(
720,421 ) (
495,682 )
6(1)
2,584,773
3,080,455
6(1)
$ 1,864,352
$ 2,584,773

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

~7~

SCINOPHARM TAIWAN, LTD.

NOTES TO THE NON-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 NON-CONSOLIDATED

FINANCIAL STATEMENTS AND PROCEDURES FOR AUTHORIZATION

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

3. 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) 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.

~8~

  • 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.

(3) 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.
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 shall
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 recognize related gains on the date
of transition to IFRSs.
IASB
Effective Date
July 1, 2010
January 1, 2011
July 1, 2011

~9~

New Standards, Interpretations and IASB Amendments Main Amendments Effective Date Disclosures - transfers The amendment enhances qualitative and July 1, 2011 of financial assets quantitative disclosures for all transferred (amendment to IFRS 7) financial assets that are not derecognised and for any continuing involvement in transferred assets, existing at the reporting date. Deferred tax: recovery The amendment gives a rebuttable presumption January 1, 2012 of underlying assets that the carrying amount of investment properties (amendment to IAS 12) 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 The amendment requires profit or loss and other July 1, 2012 other comprehensive comprehensive income (OCI) to be presented income separately in the statement of comprehensive (amendment to income. Also, the amendment requires entities to IAS 1) separate items presented in OCI into two groups based on whether or not they may be recycled to profit or loss subsequently. Government loans The amendment provides exception to first-time January 1, 2013 (amendment to IFRS 1) 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 IFRSs; and first-time adopters should not recognize the corresponding benefit of the government loan at a below-market rate of interest as a government grant.

~10~

New Standards,
Interpretations and
Amendments
Main Amendments
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.
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.
IASB
Effective Date
January 1, 2013
January 1, 2013
January 1, 2013
January 1, 2013
January 1, 2013
January 1, 2013

~11~

New Standards,
Interpretations and
Amendments
Main Amendments
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
recognized immediately in other comprehensive
income. Past service costs will be recognized
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 expense, is recognized 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’.
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.
IASB
Effective Date
January 1, 2013
January 1, 2013
January 1, 2013
January 1, 2013

~12~

New Standards, Interpretations and IASB Amendments Main Amendments Effective Date IFRIC 20, ‘Stripping Stripping costs that meet certain criteria should be January 1, 2013 costs in the production recognized as the ‘stripping activity asset’. To the phase of a surface extent that the benefit from the stripping activity mine’ is realized 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 IFRS 9 requires gains and losses on financial November 19, 2013 instruments: liabilities designated at fair value through profit (Not mandatory) Classification and or loss to be split into the amount of change in the measurement of fair value that is attributable to changes in the financial liabilities’ credit risk of the liability, which shall be presented in other comprehensive income, and cannot be reclassified to profit or loss when derecognising 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 the 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 November 19, 2013 assets: hedge and hedging instruments and removes the bright (Not mandatory) accounting" and line of effectiveness to better align hedge amendments to accounting with the risk management activities IFRS 9, IFRS 7 of an entity. and IAS 39 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 option in ‘ other comprehensive income ’ .

~13~

New Standards,
Interpretations and
Amendments
Main Amendments
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 recognized 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 recognized 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

~14~

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 Company 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 non-consolidated financial statements.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these non-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 non-consolidated financial statements are the first non-consolidated financial statements prepared by the Company 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 Company’s date of transition to IFRSs, the Company has adjusted the amounts that were reported in the non-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 Company’s financial position, financial performance and cash flows.

(2) Basis of preparation

  • A. Except for the following item, these non-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

~15~

critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the non-consolidated financial statements are disclosed in Note 5.

(3) Foreign currency translation

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

  • 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 premeasured. 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.

  • 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”.

  • (4) 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

~16~

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.

  • (5) 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.

  • (6) 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.

  • 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.

(7) 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.

~17~

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’.

(8) 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.

(9) Impairment of financial assets

  • A. The Company assesses at each balance sheet date whether there is objective evidence that a financial asset or a Company 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 Company of financial assets that can be reliably estimated.

  • B. The criteria that the Company 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 Company of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial asset in the Company, including adverse changes in the payment status of borrowers in the Company or national or local economic conditions that correlate with defaults on the assets in the Company;

  • 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 Company assesses that there has been objective evidence of impairment and an

~18~

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.

(10) Derecognition of financial assets

The Company derecognizes 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.

(11) 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.

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

  • A. A subsidiary is an entity where the Company has the right to dominate its finance and

~19~

operating policies (including special purpose entities), normally the Company owns more than 50% of the voting rights directly or indirectly in that entity. Subsidiaries are accounted for under the equity method in the Company's non-consolidated financial statements.

  • B. Unrealized gains or losses resulting from inter-company transactions with subsidiaries are eliminated. Necessary adjustments are made to the accounting policies of subsidiaries, to be consistent with the accounting policies of the Company.

  • C. After acquisition of subsidiaries, the Company recognizes proportionately the share of profit and loss and other comprehensive incomes in the income statement as part of the Company's profit and loss and other comprehensive income, respectively. When the share of loss from a subsidiary exceeds the carrying amount of Company's interest in that subsidiary, the Company continues to recognize its share in the subsidiary's loss proportionately.

  • D. Associates are all entities over which the Company 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 per cent 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.

  • E. The Company’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 Company’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Company does not recognize further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

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

  • G. Unrealized gains on transactions between the Company and its associates are eliminated to the extent of the Company’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 Company.

  • H. In the case that an associate issues new shares and the Company does not subscribe or acquire new shares proportionately, which results in a change in the Company’s ownership percentage of the associate but maintains significant influence on the associate, then ‘capital surplus’ 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 Company’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

~20~

relevant assets or liabilities were disposed of.

  • I. Upon loss of significant influence over an associate, the Company 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.

  • J. When the Company 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 or transferred directly to retained earnings, 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.

  • K. According to “Rules Governing the Preparations of Financial Statements by Securities Issuers”, 'profit for the year' and 'other comprehensive income for the year' reported in an entity's non-consolidated statement of comprehensive income, shall equal to 'profit for the year' and 'other comprehensive income' attributable to owners of the parent reported in that entity's consolidated statement of comprehensive income. Total equity reported in an entity's non-consolidated financial statements, shall equal to equity attributable to owners of parent reported in that entity's consolidated financial statements.

(13) 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:

~21~

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

(14) 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.

(15) Impairment of non-financial assets

The Company 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 exceed the depreciated or amortized historical cost if the impairment had not been recognized.

(16) 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.

(17) 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:

  • 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.

~22~

  • 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.

(18) 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 Company 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.

(19) 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.

(20) 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 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

~23~

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 Company 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.
  • (21) 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.

(22) 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.

~24~

  • 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 Company 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 Company 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 Company 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 utilized.

(23) 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.

~25~

(24) Revenue recognition

  • A. Sales of goods

The Company 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 Company activities. Revenue arising from the sales of goods is recognized when the Company 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 Company 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 Company 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.

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 Company’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 Company’s accounting policies

  • A. Financial assets impairment of equity investments

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

~26~

  • (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 Company must determine the net realizable value of inventories on balance sheet date using judgments and estimates. Due to the rapid technology innovation, the Company 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 realisable 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 $2,291,613.

  • B. Impairment assessment of tangible and intangible assets (excluding goodwill) The Company 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 in economic circumstances or estimates due to the change of Company 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 Company recognized deferred income tax assets amounting to $149,386.

  • D. Calculation of accrued pension obligations

    • a) When calculating the present value of defined pension obligations, the Company must apply judgments 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.

    • 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 Company’s accrued pension liabilities would decrease/increase by $13,373 and $15,997, respectively.

~27~

6. DETAILS OF SIGNIFICANT ACCOUNTS

(1) CASH AND CASH EQUIVALENTS

Cash:
Cash on hand
Cash Equivalents:
Time deposits
Checking accounts and
demand deposits
Bill under repurchase
agreements
December31,2013

142
$ 31,103
31,245
1,700,203
132,904
1,833,107
1,864,352
$
December31,2012
92
$ 45,637
45,729
2,393,288
145,756
2,539,044
2,584,773
$
January1,2012
30
$ 50,708
50,738
2,969,883
59,834
3,029,717
3,080,455
$
  • A. The Company 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 Company’s maximum exposure to credit risk at balance sheet date is the carrying amount of all cash and cash equivalents.

  • B. Details of the Company’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
December31,2013
Current items:
Financial assets held for trading
Non-hedging derivatives
-
$ Liabilities
December 31,2013
Current items:
Financial liabilities held for trading
Non-hedging derivatives
1,138
$
December31,2012
473
$ December 31,2012
-
$
January1,2012
2,066
$ January1,2012
-
$

~28~

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

(3) ACCOUNTS RECEIVABLE, NET

December 31,2013 December 31,2012 December 31,2012 January1,2012
Accounts receivable $ 969,147 $ 841,359 $ 847,957
Less: Allowance for impairment ( 30) ( 25) ( 4,140)
$ 969,117 $ 841,334 $ 843,817
  • A. As of December 31, 2013, December 31, 2012 and January 1, 2012, the Company 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 doubtful account
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 Company does not hold any collateral as security.

~29~

(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
Raw materials
Supplies
Work in process
Finished goods
Allowance for
Cost
market price decline
596,913
$ 29,772)
($ 28,414
1,660)
(
851,673
42,984)
(
1,061,517
172,488)
(
2,538,517
$ 246,904)
($ December 31,2012
Bookvalue
567,141
$ 26,754
808,689
889,029
2,291,613
$
Allowance for
Cost
market price decline
466,556
$ 34,618)
($ 11,319
856)
(
742,616
39,375)
(
751,779
163,888)
(
1,972,270
$ 238,737)
($ January1,2012
Bookvalue
431,938
$ 10,463
703,241
587,891
1,733,533
$
Allowance for
Cost
marketprice decline
450,773
$ 45,596)
($ 10,336
1,167)
(
610,817
30,835)
(
575,472
119,948)
(
1,647,398
$ 197,546)
($
Book value
405,177
$ 9,169
579,982
455,524
1,449,852
$

The cost of inventories recognized as expense for the years ended December 31, 2013 and 2012 was $2,504,554 and $2,333,778, respectively, including provision for allowance for price decline of inventory of $8,167 and $41,191, respectively. 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 Company’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 and financial information of similar companies can be obtained, the fair value of the investments

~30~

  • in Tanvex Biologics, Inc. and SYNGEN, INC. cannot be measured reliably. Accordingly, the Company 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 Company 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 Company concluded that it has lost significant influence in Tanvex and accordingly reclassified Tanvex from long-term investment accounted for under the equity method to financial assets measured at cost, at the amount of $167,673.

(6) INVESTMENTS ACCOUNTED FOR UNDER THE EQUITY METHOD

SPT International, Ltd.
ScinoPharm Singapore Pte Ltd.
President ScinoPharm (Cayman),
Ltd.
Tanvex Biologics, Inc.
Foreseeacer Pharmaceuticals,
Inc.
December 31,2013
1,592,240
$ 20
-
-
90,455
1,682,715
$
December 31,2012
1,239,905
$ 5
2,405
-
-
1,242,315
$
January1,2012
957,265
$ -
2,579
172,107
-
1,131,951
$

A. Subsidiaries

  • (a)Information relating to the Company’s subsidiaries please refer to Note 4(3), ‘Basis of consolidation’ of the Company and its subsidiaries’ consolidated financial statements for the year ended December 31, 2013.

  • (b)The Company purchased additional 40% of outstanding shares of President ScinoPharm (Cayman), Ltd. with cash consideration of $1,647 in April 2013, and completed the liquidation process in September 2013. Please refer to Note 6(26) non-controlling interest of the consolidated financial statements.

  • B. Associates

  • (a) The financial information of the Company’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%

~31~

  • (b) The Company purchased the shares of Foreseeaccer Pharmaceuticals, Inc. in May 2013 and gained significant influence over the investee company. The Company accounts for this investment using the equity method from the date of acquisition accordingly.

  • (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.

  • C. The share of loss of associates and joint ventures accounted for under the equity method amounted to $143,252 and $93,167 for the years ended December 31, 2013 and 2012, respectively.

~32~

(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 $ 1,777,768 $ 3,611,369 $ 11,309 $ 63,452 $ 5,030 $ 425,251 $ 5,894,179
Accumulated depreciation ( 483,338) ( 2,463,288) ( 7,386) ( 43,891) ( 5,030) - ( 3,002,933)
Accumulated impairment - ( 21,269) - - - - ( 21,269)
$ 1,294,430 $ 1,126,812 $ 3,923 $ 19,561 $ - $ 425,251 $ 2,869,977
Year ended December 31, 2013
January 1, 2013 $ 1,294,430 $ 1,126,812 $ 3,923 $ 19,561 $ - $ 425,251 $ 2,869,977
Additions - - - - - 424,741 424,741
Disposals-Cost ( 22,416) ( 99,738) - - - - ( 122,154)
'
-Accumulated
depreciation 22,416 96,274 - - - - 118,690
Reclassification (note) 164,986 531,557 8,930 30,181 380 ( 502,307) 233,727
Depreciation charge ( 69,112) ( 293,029) ( 1,782) ( 10,919) ( 32) - ( 374,874)
Reversal of impairment loss - 3,185 - - - - 3,185
December 31, 2013 $ 1,390,304 $ 1,365,061 $ 11,071 $ 38,823 $ 348 $ 347,685 $ 3,153,292
December31,2013
Cost $ 1,920,338 $ 4,043,188 $ 20,239 $ 93,633 $ 5,410 $ 347,685 $ 6,430,493
Accumulated depreciation ( 530,034) ( 2,660,043) ( 9,168) ( 54,810) ( 5,062) - ( 3,259,117)
Accumulated impairment - ( 18,084) - - - - ( 18,084)
$ 1,390,304 $ 1,365,061 $ 11,071 $ 38,823 $ 348 $ 347,685 $ 3,153,292

~33~

Construction in progress Construction in progress
Machinery and Transportation Office Leased and prepayments
January1,2012 Buildings equipment equipment equipment assets Others for equipment Total
Cost $ 1,711,896 $ 3,422,528 $ 9,007 $ 57,665 $ 14,970 $ 5,030 $ 69,380 $ 5,290,476
Accumulated depreciation ( 418,816) ( 2,246,850) ( 6,507) ( 36,384) ( 14,970) ( 5,030) - ( 2,728,557)
Accumulated impairment - ( 27,126) - - - - - ( 27,126)
$ 1,293,080 $ 1,148,552 $ 2,500 $ 21,281 $ - $ - $ 69,380 $ 2,534,793
Year ended December 31, 2012
January 1, 2012 $ 1,293,080 $ 1,148,552 $ 2,500 $ 21,281 $ - $ - $ 69,380 $ 2,534,793
Additions - - - - - - 372,328 372,328
Disposals-Cost - ( 35,839) - ( 1,586) ( 14,970) - - ( 52,395)
''
-Accumulated
depreciation - 34,906 - 1,586 14,970 - - 51,462
Reclassification (note) 65,872 224,681 2,302 7,373 - - ( 16,457) 283,771
Depreciation charge ( 64,522) ( 251,345) ( 879) ( 9,093) - - - ( 325,839)
Reversal of impairment loss - 5,857 - - - - - 5,857
December 31, 2012 $ 1,294,430 $ 1,126,812 $ 3,923 $ 19,561 $ - $ - $ 425,251 $ 2,869,977
December31,2012
Cost $ 1,777,768 $ 3,611,370 $ 11,309 $ 63,452 $ - $ 5,030 $ 425,251 $ 5,894,180
Accumulated depreciation ( 483,338) ( 2,463,289) ( 7,386) ( 43,891) - ( 5,030) - ( 3,002,934)
Accumulated impairment - ( 21,269) - - - - - ( 21,269)
$ 1,294,430 $ 1,126,812 $ 3,923 $ 19,561 $ - $ - $ 425,251 $ 2,869,977

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

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

B. Please refer to Note 6 (8) 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.

~34~

(8) IMPAIRMENT OF NON-FINANCIALASSETS

  • A. The Company 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:

were again utilized in production.
For details of accumulated impairment, please refer
Note 6(7) Property, plant and equipment.
B. The impairment loss reported by operating segments is as follows:
were again utilized in production.
For details of accumulated impairment, please refer
Note 6(7) Property, plant and equipment.
B. The impairment loss reported by operating segments is as follows:
were again utilized in production.
For details of accumulated impairment, please refer
Note 6(7) Property, plant and equipment.
B. The impairment loss reported by operating segments is as follows:
OTHER PAYABLES
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
$ -
$ For the year ended
For the year ended
December 31,2013
December 31,2012
December 31,2013
December 31,2012
January1,2012
Accrued expenses
453,578
$ 379,387
$ 344,698
$ Payables on equipment
99,367
122,696
37,545
Others
5,022
3,379
3,307
557,967
$ 505,462
$ 385,550
$
344,698
$ 37,545
3,307
385,550
$

(9) OTHER PAYABLES

(10) 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 to 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.

~35~

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

December 31,2013 December 31,2013 December 31,2013 December 31,2013 December 31,2012 December 31,2012 December 31,2012 January1, 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
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)

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

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

~36~

  • (d) Amounts of expenses recognized in statements of comprehensive income are as follows:
2013 2012
Current service cost $ 2,825 $ 3,500
Interest cost 1,715 1,891
Expected return on plan assets ( 720) ( 777)
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
$
  • (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

~37~

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.

  • (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 Company’s expected contributions to the pension plans for the period from January 1, 2014 to December 31, 2014 amount to $3,399.

  • B. Effective July 1, 2005, the Company has established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company contributes monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment. The net pension costs recognized under the defined contribution plan were $26,280 and $25,055 for the years ended December 31, 2013 and 2012, respectively.

(11) 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 cost relating to the employee stock options plan of $768 for the year ended December 31, 2013.

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

~38~

2013 2013
Weighted-average
No. of options exercise price
(unit in thousand ) (in dollars)
Options outstanding at beginning of the year - $ -
Options granted 1,000 91.70
Options outstanding at end of the year 1,000 -
Options exercisable at end of the year - -
  • C. As of December 31, 2013, the range of exercise prices 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 of Hull & White and the Ritchken trinomial option valuation model. Related information is as follows:

Type of
arrangement
Grant date
Employee stock 12.3.2013
options
Stock
Exercise
price
price
(in dollars)
(in dollars)
91.7
$ 91.7
$
Price
Option
volatility
life
28.5%
10 years
(Note)
Interest
Dividends
rate
1.5%
1.7145%
Fair
value
per unit
(in dollars)
26.045
$

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

(12) 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

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

~39~

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

For the year ended December 31, 2013

Share
premium
At January 1
1,233,286
$ Employee Stock Options Plan
-Company
-
-Subsidiaries
-
-Acquisition of
subsidiaries
-
-Disposal of
subsidiaries
-
At December 31
1,233,286
$ Acquisition or disposal of
subsidiaries:
Share
premium
At January 1 and
December 31
1,233,286
$
Share
premium
At January 1
1,233,286
$ Employee Stock Options Plan
-Company
-
-Subsidiaries
-
-Acquisition of
subsidiaries
-
-Disposal of
subsidiaries
-
At December 31
1,233,286
$ Acquisition or disposal of
subsidiaries:
Share
premium
At January 1 and
December 31
1,233,286
$
Difference between the
acquisition or disposal
Stock
price and carrying
options
amount of subsidiaries
13,691
$ -
$ 768
-
51
-
-
188
-
188)
(

14,510
$ -
$ Foryear ended December 31,2012
Total
1,246,977
$ 768
51
188
188)
(
1,247,796
$ Total
1,246,977
$
Share
premium
1,233,286
$
Difference between the
acquisition or disposal
Stock
price and carrying
options
amount ofsubsidiaries
13,691
$ -
$

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.

(14) 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.

~40~

  • 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 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), respectively, from the 2012 earnings. On March 21, 2014, the Board of Directors’ meeting proposed cash dividends and stock dividends for 2013 constituting $811,113 ($1.2 dollars per share for cash dividends) and $270,371 ($0.4 dollar per share for stock dividends).

~41~

(15) OTHER EQUITY ITEMS

At January 1 Currency translation differences-group At December 31

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

(16) OPERATING REVENUE

For the years ended December 31,

Sales revenue

Less: Sales returns Sales discounts Technical service revenue

2013 2012
$ 5,171,592 $ 4,676,959
( 98,217) ( 58,552)
( 18,617) ( 83,706)
28,845 37,497
$ 5,083,603 $ 4,572,198

(17) OTHER INCOME

For the years ended December 31,

2013 2012
Interest income from bank deposits $ 21,140 $ 24,111
Management service revenue 29,708 21,600
Compensation revenue 6,692 4,987
Others 7,309 42,446
$ 64,849 $ 93,144
OTHER GAINS AND LOSSES
For theyears ended December 31,
2013 2012
Net (loss) gain on financial assets/liabilities ($ 11,966) $ 13,300
through profit or loss
Net currency exchange gain (loss) 17,922 ( 43,341)
Loss on disposal of property, plant,
and equipment ( 3,156) ( 933)
Reversal of impairment loss 3,185 5,857
Miscellaneous ( 22,077) 2,840
($ 16,092) ($ 22,277)

(18) OTHER GAINS AND LOSSES

~42~

(19) FINANCE COSTS

For the years ended December 31,

FINANCE COSTS For theyears ended December 31, For theyears ended December 31, December 31, December 31,
EXPENSES BY NATURE
Interest expense:
Bank loans
Employee benefit expense
Depreciation
Amortization
Employee benefit expense
Depreciation
Amortization
2013
2012
1
$ 29
$ Forthe years endedDecember31,2013
2012
29
$
Operatingcost
Operatingexpense
Total
490,864
$ 335,183
$ 826,047
$ 310,738
64,136
374,874
334
1,498
1,832
801,936
$ 400,817
$ 1,202,753
$ For theyears ended December 31,2012
Total
826,047
$ 374,874
1,832
1,202,753
$
Operatingcost

453,626
$ 266,492
135
720,253
$
Operatingexpense
325,210
$ 59,347
723
385,280
$
Total
778,836
$ 325,839
858
1,105,533
$

(20) EXPENSES BY NATURE

(21) EMPLOYEE BENEFIT EXPENSE

EMPLOYEE BENEFIT EXPENSE
Salaries and wages
Labor and health insurance expenses
Pension costs
Other personnel expenses
For theyears ended December 31
2013
739,588
$ 40,406
30,166
15,887
826,047
$
2012
682,421
$ 44,184
29,735
22,496
778,836
$

~43~

(22) 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
For theyears ended 2012
235,506
$ 20,335
255,841
25,833)
(
230,008
$ December 31
2013
274,960
$ 4,768
279,728
38,386)
(

241,342
$
  • (b)The income tax relating to components of other comprehensive income is as follows:
For theyears ended December 31 For theyears ended December 31 For theyears ended December 31
2013 2012
Actuarial gains/losses on defined benefit
obligations $ 85 ($ 219)
Reconciliation between income tax expense and accounting profit
For theyears ended December 31
2013 2012
Income tax on statutory tax rate $ 257,507 $ 238,150
Effects of items disallowed by tax ( 14,164) ( 21,382)
Effect of investment tax credits ( 3,124) ( 6,675)
Effect of tax-exempt income ( 4,998) ( 4,732)
Under provision of prior year's income tax 4,768 20,335
10% tax on unappropriated earnings 1,353 4,312
Income tax expense $ 241,342 $ 230,008

B. Reconciliation between income tax expense and accounting profit

~44~

  • C. Amounts of deferred tax assets or liabilities as a result of temporary differences, and investment tax credits are as follows:
For theyear ended December theyear ended December theyear ended December theyear ended December 31, 2013 2013
Recognized
in
Recognized in comprehensive
January1 profit or loss income December 31
Temporary differences:
Deferred tax assets :
Investment loss $ 59,405 $ 43,439 $ - $ 102,844
Technology know-how 32,664 ( 3,698) - 28,966
Pensions 11,128 100 ( 85) 11,143
Impairment of assets 3,616 ( 542) - 3,074
Employee benefits-unused 2,779 386 - 3,165
compensated absences
Unrealized loss on 934 ( 934) - -
currency exchange
Unrealized gain on
financial assets ( 80) 274 - 194
$ 110,446 $ 39,025 ($ 85) $ 149,386
Deferred tax liabilities
Unrealized gain on
currency exchange $ - ($ 639) $ - ($ 639)
$ 110,446 $ 38,386 ($ 85) $ 148,747

~45~

For the year ended December 31, 2012

Recognized Recognized
in
Recognized in comprehensive
January1 profit or loss income December 31
Temporary differences
Deferred tax assets
Investment Loss $ 16,259 $ 43,146 $ - $ 59,405
Technology know-how 36,362 ( 3,698) - 32,664
Pensions 10,665 244 219 11,128
Impairment of assets 4,611 ( 995) - 3,616
Employee benefits-unused 2,523 256 - 2,779
compensated absences
Unrealized gain on inter- 3,367 ( 3,367) - -
affiliate accounts
Unrealized loss on currency 545 389 - 934
exchange
Unrealized gain on ( 80)
financial assets ( 351) 271 -
Investment tax credits 10,413 ( 10,413) - -
$ 84,394 $ 25,833 $ 219 $ 110,446
  • D. According to “Act for Industrial Innovation” and “Statute for Upgrading Industries” (before its abolishment), details of the Company’s investment tax credit and unrecognized deferred tax assets are as follows:

January 1, 2012

Qualifyingitems

Research and development
Unused tax credits
10,413
$
Unrecognized
deferred tax assets
-
$
Final year tax
credits are due
2013

There was no such item as of December 31, 2013 and 2012.

  • E. 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).

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

  • G. 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 of 1998.

  • H. 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

~46~

June 21, 2013 and June 13, 2012, respectively, and the date of dividend distribution were set on August 15, 2013 and August 16, 2012 by the Board of Directors, 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%.

(23) EARNINGS PER SHARE (“EPS”)

For the year ended December 31, 2013

For theyear ended December 31,2013 For theyear ended December 31,2013

Basic earnings per share
Profit attributable to ordinary
stockholders
Diluted earnings per share
Profit attributable to ordinary
stockholders
Assumed conversion of all
dilutive potential ordinary
shares
Employees' bonus
Profit attributable to ordinary
stockholders
plus assumed conversion of all
dilutive potential ordinary
shares
Basic earnings per share
Profit attributable to ordinary
stockholders
Diluted earnings per share
Profit attributable to ordinary
stockholders
Assumed conversion of all
dilutive potential ordinary
Employees' bonus
Profit attributable to ordinary
stockholders
plus assumed conversion of all
dilutive potential ordinary
shares
Weighted average number of
shares outstanding
Amount after tax
(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
$
Amount after tax
1,170,876
$ 1,170,876
$ -
1,170,876
$
Weighted average number of
shares outstanding
(shares in thousands)
675,927
675,927
32
675,959
EPS
(in dollars)
1.73
$ 1.73
$

~47~

  • 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.

(24) Non-cash transactions

  • A. Investing activities with partial cash payments
For theyears ended December 31, For theyears ended December 31, For theyears ended December 31, For theyears ended December 31, For theyears ended December 31, For theyears ended December 31,
2013 2012
Purchase of property, plant and $ 424,741 $ 372,328
equipment
Add:Beginning balance of payable
on equipment 122,696 37,545
Beginning 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 $ 448,070 $ 288,141
B. Investing activities with no cash flow effects
For theyears ended December 31,
2013 2012
Prepayment for equipment reclassified to
property, plant and equipment $ 233,727 $ 283,771

~48~

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. Sales

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

The terms of providing technical services to and receivables from related parties were the same with regular customers. The above related parties close its accounts 60 days from the end of each month.

  • B. Purchases
nth.
urchases
Purchase of goods:
-Subsidiaries
For theyears ended December 31,
2013
287,421
$
2012
351,485
$

Purchase prices and terms for related parties are the same as that of regular suppliers. Payments are made in 90 days after reception process.

  • C. Other expenses
Other expenses
Repairs and maintenance fees:
-An entity controlled by key management
individuals
Management service fees:
-Ultimate parent company
-The Company’s key management individual
Research expenses:
-Subsidiaries
Outsourcing service fees:
-Subsidiaries
-Associates of ultimate parent company
For theyears ended December31,
2013
3,009
$ 5,280
$ 476
5,756
$ 15,045
$ 8,491
$ 1,592
10,083
$
2012
2,919
$
3,015
$ 2,281
5,296
$
12,716
$
5,396
$ 1,484
6,880
$

D. Management consultancy revenue

~49~

E. Accounts receivable
F. Other receivables
G. Accounts payable
H. Other payables
I.
Property transactions
(a) Purchase of property:
2013
2012
Technical consultancy revenue:
-Subsidiaries
29,708
$ 19,497
$ For theyears ended December 31,
December 31,2013
December 31,2012
January1,2012
Receivables from related parties:
-Associates
1,118
$ -
$ -
$ December 31,2013
December 31,2012
January1,2012
Other receivables from related parties:
-Subsidiaries
26,120
$ 9,040
$ 4,752
$ December 31,2013
December 31,2012
January1,2012
Payables to related parties:
-Subsidiaries
53,868
$ 18,017
$ 77,872
$ December 31,2013
December 31,2012
January1,2012
Other payables to related parties:
-Subsidiaries
2,424
$ 1,452
$ -
$ 2013
2012
-An entity controlled by key
management individuals
1,750
$ -
$ For theyears ended December 31,
Purchase of property, plant and equipment:
E. Accounts receivable
F. Other receivables
G. Accounts payable
H. Other payables
I.
Property transactions
(a) Purchase of property:
2013
2012
Technical consultancy revenue:
-Subsidiaries
29,708
$ 19,497
$ For theyears ended December 31,
December 31,2013
December 31,2012
January1,2012
Receivables from related parties:
-Associates
1,118
$ -
$ -
$ December 31,2013
December 31,2012
January1,2012
Other receivables from related parties:
-Subsidiaries
26,120
$ 9,040
$ 4,752
$ December 31,2013
December 31,2012
January1,2012
Payables to related parties:
-Subsidiaries
53,868
$ 18,017
$ 77,872
$ December 31,2013
December 31,2012
January1,2012
Other payables to related parties:
-Subsidiaries
2,424
$ 1,452
$ -
$ 2013
2012
-An entity controlled by key
management individuals
1,750
$ -
$ For theyears ended December 31,
Purchase of property, plant and equipment:
For theyears ended For theyears ended 2012
19,497
$ December 31,
January1,2012
$
-
$
January1,2012
4,752
$ January1,2012
77,872
$ January1,2012
2013
1,750
$
2012
-
$

(b) Purchase of stock equity interests:

In April, 2013, the Company purchased additional 40% of outstanding share interest of President ScinoPharm (Cayman), Ltd. from an entity controlled by key management individuals, and finished liquidation procedure in September 2013. Please refer to Note 6 (26) of consolidated financial statements for the year ended December 31, 2013 for detailed information.

(3) Key management compensation

information.
Key management compensation
Salaries and other short-term employee benefits For theyears ended December 31,
2013
77,067
$
2012
71,795
$

~50~

8. PLEDGED ASSETS

The Company’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: Shown 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 Company’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 Company’s remaining balance due for construction in progress and prepayments for equipment was $316,251, $101,248 and $140,180, respectively.

  • (3) The Company entered into a non-cancellable operating lease agreement from June 1, 2011 to February 28, 2018 for the land in Tainan Science Park, with the term of lease of less than twenty years. 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:

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.

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

~51~

issue new shares or sell assets to reduce debts.

~52~

(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 (including related parties), short-term borrowings, notes payable, accounts payable (including related parties) 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
Financial liabilities:
Refundable deposits received
December Fair value
40,219
$ 2,228
-
31,2013
December Fair value
39,369
$ 2,719
-
31,2012
January1,2012 January1,2012
Book value
40,219
$ 2,228
-
Book value
39,369
$ 2,719
-
Book value
39,369
$ 2,525
250
Fair value
39,369
$ 2,525
250

~53~

  • B. Financial risk management policies

  • a) The Company’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 Company’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) Company treasury identifies, evaluates and hedges financial risks closely with the Company’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 Company 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 the foreign exchange risk arising from future commercial transactions and recognized assets and liabilities, the Company is required to hedge the 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 Company’s businesses involve some non-functional currency operations (the Company’s functional currency: NTD). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:

~54~

Foreign currency
amount(in thousands)
Exchange rate
(Foreign currency: functional currency)
Financial assets
Monetary items
USD:NTD
32,922
$ 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
4,401
29.805
EUR:NTD
88
41.09
CNY:NTD
1,215
4.919
Foreign currency
amount (inthousands)
Exchangerate
(Foreign currency: functional currency)
Financial assets
Monetary items
USD:NTD
32,101
$ 29.04
EUR:NTD
232
38.49
Financial liabilities
Monetary items
USD:NTD
1,310
29.04
EUR:NTD
135
38.49
December 31,2013
December31,2012
Foreign currency
amount(in thousands)
Exchange rate
(Foreign currency: functional currency)
Financial assets
Monetary items
USD:NTD
27,410
$ 30.28
EUR:NTD
2,354
39.18
Investments accounted for under the equity method
USD:NTD
6,978
30.28
Financial liabilities
Monetary items
USD:NTD
5,178
30.28
January1,2012
December 31,2013 December 31,2013 Book value
(NTD)
981,240
$ 3,205
28,038
93,975
131,172
3,616
5,977
Book value
(NTD)
932,213
$ 8,930
38,042
5,196
Exchange rate
30.28
39.18
30.28
30.28
Book value
(NTD)
829,975
$ 92,230
211,294
156,790

~55~

As of December 31, 2013 and 2012, if the NTD:USD exchange rate appreciates/depreciates by 5% with all other factors remaining constant, the Company’s net profit after tax for the years ended December 31, 2013 and 2012 would increase/decrease by $47,203 and $44,709, respectively. If the EUR:NTD exchange rate appreciates/depreciates by 5% with all other factors remaining constant, the Company’s net profit after tax for the years ended December 31, 2013 and 2012 would increase/decrease by $21 and $187, respectively. If the CNY:NTD exchange rate appreciates/depreciates by 5% with all other factors remaining constant, the Company’s net profit after tax for the year ended December 31, 2013 would increase/decrease by $1,104.

  • II. Price risk

The Company 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 Company is exposed to price risk on equity instruments investments. To manage this risk, the Company has set stop-loss amounts for these instruments. The Company 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 Company arising from default by the clients or counterparties of financial instruments on the contract obligations. According to the Company’s credit policy, each local entity in the Company 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 Company 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 Company’s credit ratings on its financial assets, please refer to detailed explanation on financial assets in Note 6.

  • c) Liquidity risk

  • I. Cash flow forecasting is performed by the Company’s treasury department which monitors rolling forecasts of the Company’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 Company does not breach borrowing limits or covenants (where

~56~

applicable) on any of its borrowing facilities.

  • II. The following table comprises the Company’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.
cash flows.
December31,2013
Notes payable
Accounts payable
(Including related
parties)
Other payables
Non-derivative financial
liabilities:
December31,2012
Notes payable
Accounts payable
(Including related
parties)
Other payables
Non-derivative financial
liabilities:
January1,2012
Notes payable
Accounts payable
(Including related
parties)
Other payables
Deposits received
Non-derivative financial
liabilities:
December 31,2013
Forward foreign contracts
Derivative financial
liabilities:
Less than 1year
1,080
$ 214,247
557,967
Less than 1year
Between 1
and2years
-
$ -
-
Between 1
and2years
-
$ -
-
Between 1
and 2years
-
$ -
-
250
Between 1
and 2years
-
$
Between 2
and 5 years
-
$ -
-
Between 2
and 5 years
-
$ -
-
Between 2
and 5years
-
$ -
-
-
Between 2
and 5years
-
$
More than
5 years
-
$ -
-
More than
5 years
-
$ -
-
More than
5years
-
$ -
-
-
More than
5years
-
$
1,045
$ 143,237
505,462
Less than 1year
83
$ 261,383
385,550
-
Less than 1year
1,138
$

~57~

(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 1 Level 2 Level 3 Level 3 Total
Financial liabilities:
Financial liabilites at fair value through
profit or loss – forward foreign
exchange 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
exchange contracts $ - $ 473 $ - $ 473
January1,2012 Level 1 Level 2 Level3 Total
Financial assets:
Financial assets at fair value through
profit or loss - forward foreign
exchange 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.

~58~

  • 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.

  • 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 Company 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.

~59~

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 Type and name
of securities
Bill under repurchase
agreements:
International Bills
Finance Co.
China Bills Finance
Co.
Stocks:
Tanvex Biologics,
Inc.
SYNGEN, INC.
Relationship with
the issuer


The company is
a director of
Tanvex
Biologics, Inc.
Accounts As of December31,2013 As of December31,2013 As of December31,2013 Market
value
Note
Number of shares
(in thousands)
-
-
28,800
245
Bookvalue
82,933
$ 49,971
167,673
-
Percentage
of ownership
ScinoPharm Taiwan,
Ltd.
Cash equivalents
Cash equivalents
Financial assets measured
at cost-non-current
Financial assets measured
at cost-non-current
-
-
17.00%
7.40%
82,933
$ 49,971
-
-



~60~

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
-
-
Number of
shares
(in thousands)
Amount
-
-
$ -
-
-
-
-
-
-
46,870)
(
-
120,021)
(
Other increase(decrease)
Endingb alance
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)
(
-
-
-
-
Number of
shares
(in thousands)
-
-
-
-
57,025
-
Amount
49,971
$ 82,933
-
-
1,592,240
1,160,309

~61~

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

Prior transaction of related counterparty

Company name Type of
property
Transaction date Payment Status of
payment
Name of
counterparty
Relationship Owner Relationship Transfer date Amount Price reference Purpose of
acquisition
Other items
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
China Ecotek
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%
(76%)
Payable 90
days after
acceptance
90 days
after delivery
-
$ -

53,868)
($ 53,868
(25%)
76%

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).

~62~

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

Transaction

Transaction
Number
(Note 1)
Companyname Counterparty Relationship
(Note 2)
General ledger
account
Amount Transaction terms Percentage of consolidated total
operating revenues or total assets
(Note3)
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.

~63~

  • 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.

(2) Disclosure information of investee company

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

Information about the names, locations, etc of investee Companies. (Not including investees in Mainland China)

Investors Investees Address Main business Original investments Original investments Holding statu 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
December 31,
2012
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.
(Note 2)
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
$ 1,549,240
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.

~64~

(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:

Name of investee
in China
Main business Capital Investment
method
Beginning
investment
balance from
Taiwan
Investment amount Investment amount 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
Remitted to
Mainland
China
Remitted back
to Taiwan
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
$ -
-
-
Subsidiary
of subsidiary
Subsidiary
of subsidiary
Subsidiary
of subsidiary

B.Ceiling amount of investment in Mainland China:

~65~

Accumulated amount of remittance from Investment amount approved by the Investment Commission Ceiling on investment amount in Mainland China imposed by Name of company Taiwan to Mainland China of the Ministry of Economic Affairs (MOEA) the Investment Commission of MOEA (Note 3) 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).

~66~

  • A.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.

~67~

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

Transaction description
Outsourcing research
fees
Outsourcing service
fees
Management
consultancy revenue
Management
consultancy revenue
Other receivables
Other paybles
Third region
company's name





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 ended
December 31,2013
15,045
$
8,491
$
26,309
$
3,399
$
25,054
$ 1,066
26,120
$
1,869
$

14. SEGMENT INFORMATION

Not applicable.

15. INITIALAPPLICATION OF IFRSs

These non-consolidated financial statements are the first year-end non-consolidated financial statements prepared by the Company in accordance with the IFRSs. The Company 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 Company, exceptions to the retrospective application of IFRSs in relation to initial application of IFRSs, and how it affects the Company’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 Company

  • A. Share-based payment transactions

The Company 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.

~68~

  • B. Employee benefits

    • The Company 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 Company 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 Company 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 Company 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 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 Company, other exceptions to the retrospective application are set out below:

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 Company’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:

~69~

A. Reconciliation for equity on January 1, 2012

Cash and cash equivalents
Financial assets at fair value
through profit or loss - current
Accounts receivable
Other receivables
Other receivable-related parties
Inventories
Prepayments
Other current assets
Total current assets
Investments accounted for under
the equity method
Property, plant, and equipment
Intangible assets
Deferred income tax assets
Idle assets
Guarantee deposits paid
Other financial assets – non-
current
Prepayments for equipment
Total non-current assets
Total assets
Current assets:
Non-current assets
R.O.C. GAAP
3,080,455
$ 2,066
843,817
14,524
4,752
1,449,852
168,631
29,526
5,593,623
1,131,951
2,591,786
2,985
61,779
9,849
2,525
23,817
-
3,824,692
9,418,315
$
Effect of
transition
from R.O.C.
GAAPtoIFRSs
-
$ -
-
-
-
-
-
13,974)
(
13,974)
(
-
56,993)
(
959)
(
22,615
9,849)
(
-
-
66,842
21,656
7,682
$
IFRSs
3,080,455
$ 2,066
843,817
14,524
4,752
1,449,852
168,631
15,552
5,579,649
1,131,951
2,534,793
2,026
84,394
-
2,525
23,817
66,842
3,846,348
9,425,997
$
Remark






(2)

(1)(7)
(4)
(2)(3)
(4)
(1)

(7)

~70~

Effect of
transition
from R.O.C.
R.O.C. GAAP GAAPtoIFRSs IFRSs Remark
Current liabilities
Notes payable $ 83 $ - $ 83
Accounts payable 183,521 - 183,521
Accounts payable-related parties 77,872 - 77,872
Other payables 370,707 14,843 385,550 (3)
Current income tax liabilities 112,898 - 112,898
Other current liabilities 37,714 - 37,714
Total current liabilities 782,795 14,843 797,638
Non-current liabilities
Accrued pension liabilities 27,709 35,030 62,739 (4)
Deposits received 250 - 250
Total liabilities 810,754 49,873 860,627
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 payment 13,691 - 13,691
Retained earnings
Legal reserve 7,962 - 7,962
Special reserve - 30,419 30,419 (6)
Unappropriated earnings 970,012 - 970,012 (3)(4)
(5)(6)
Other equity
Currency translation differences 72,610 ( 72,610) - (5)
Total equity 8,607,561 ( 42,191) 8,565,370
Total liabilities and equity $ 9,418,315 $ 7,682 $ 9,425,997

~71~

B. Reonciliation 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
Other receivable-related parties
Inventories
Prepayments
Other current assets
Total current assets
Non-current assets
Financial assets measured at cost-
non-current
Investments accounted for under
equity method
Property, plant and equipment
Intangible assets
Deferred income tax assets
Idle assets
Guarantee deposits paid
Other financial assets – non-current
Prepayments for equipment
Total non-current assets
Total assets
R.O.C.GAAP
2,584,773
$ 473
841,334
3,470
9,040
1,733,533
204,762
854
5,378,239
149,555
1,242,315
3,008,629
1,538
100,815
6,445
2,719
39,369
-
4,551,385
9,929,624
$
Effect of transition
from R.O.C.
GAAP to IFRSs
-
$ -
-
-
-
854)
(
854)
(
18,118
-
138,652)
(
-
9,631
6,445)
(
-
-
145,097
27,749
26,895
$
IFRSs
2,584,773
$ 473
841,334
3,470
9,040
1,733,533
204,762
-
5,377,385
167,673
1,242,315
2,869,977
1,538
110,446
-
2,719
39,369
145,097
4,579,134
9,956,519
$
Remark





(2)
(8)

(1)(7)

(2)(3)
(4)
(1)


(7)

~72~

R.O.C.GAAP
Current liabilities
Notes payable
1,045
$ Accounts payable
125,220
Other payables-related parties
18,017
Other payables
489,117
Current income tax liabilities
169,991
Other current liabilities
2,183
Total current liabilities
805,573
Non-current liabilities
Accrued pension liabilities
30,179
Total liabilities
835,752
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 payment
13,691
Retained earnings
Legal reserve
103,897
Special reserve
-
Unappropriated earnings
1,224,246
Other equity
Currency translation differences
19,452
Total equity
9,093,872
Total liabilities and equity
9,929,624
$ Equity attributable to owners of the parent
Effect of transition
from R.O.C.
GAAP to IFRSs
IFRSs
-
$ 1,045
$ -
125,220
-
18,017
16,345
505,462
-
169,991
-
2,183
16,345
821,918
35,283
65,462
51,628
887,380
-
6,499,300
-
1,233,286
-
13,691
-
103,897
22,829
22,829
6,930
1,231,176
54,492)
(
35,040)
(
24,733)
(
9,069,139
26,895
$ 9,956,519
$
Remark



(3)


(4)




(6)(8)
(3)(4)
(5)(6)
(8)
(5)(8)
Share capital
Common stock
Capital reserves
Additional paid-in capital in excess
of par - common stock
Employee share-based payment
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Other equity
Currency translation differences
Total equity
Total liabilities and equity

~73~

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

R.O.C.GAAP
Sales revenue
4,572,198
$ Operating costs
2,347,075)
(
Gross profit
2,225,123
Operating expenses
Selling expenses
173,012)
(
General and administrative expenses
366,679)
(
Research and development expenses
262,709)
(
Operating profit
1,422,723
Non-operating income and expenses
Other income
93,144
Other gains and losses
22,277)
(
Finance costs
29)
(
Share of (loss)/ profit of associates
and joint ventures accounted for
under equity method
93,167)
(
Profit before income tax
1,400,394
Income tax expense
229,925)
(
Profit for the year
1,170,469
$ Other comprehensive loss
Currency translation difference
-
$ Actuarial gain/loss on defined
benefit obligations
-
Income tax relating to the
components of other
comprehensive income
-
Other comprehensive loss for the
year, net of tax
-
$ Total comprehensive income for the
year
1,170,469
$
Effect of transition
from R.O.C.
GAAP to IFRSs
IFRSs
-
$ 4,572,198
$ -
2,347,075)
(
-
2,225,123
-
173,012)
(
490
366,189)
(
-
262,709)
(
490
1,423,213
-
93,144
-
22,277)
(
-
29)
(
-
93,167)
(
490
1,400,884
83)
(
230,008)
(
407
$ 1,170,876
$ 35,040)
($ 35,040)
($ 1,286)
(
1,286)
(
219
219
36,107)
($ 36,107)
($ 35,700)
($ 1,134,769
$
Remark



(3)(4)





(3)(4)
(9)
(4)
(4)

~74~

Reasons for reconciliation:

Note Reasons for reconciliation Item Increase/decrease inaccounts 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”.
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 Company reclassified “Idle assets” to “Property, plant and
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
The current accounting standards in R.O.C. do not specify the rules on
the cost recognition for accumulated unused compensated absences.
The Company recognized such costs as expenses upon actual payment.
However, IAS 19, “Employee Benefits”, requires that the costs of
accumulated unused compensated absences should be accrued as
expenses at the end of the reporting period.
Property, plant and
equipment
Idle assets
Other current assets
Deferred income tax
assets
Deferred income tax
assets
Other payables
Undistributed earnings
Income tax expense
General and
administrative
expenses
9,849
$ 9,848)
(
13,974)
(
13,974
2,523
14,843
12,320)
(
-
-
6,445
$ 6,445)
(
854)
(
854
2,779
16,345
12,320)
(
1,502
256)
(

~75~

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) B. The Company has elected 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.
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
duration of its pension plan.
C. In accordance with accounting standards in R.O.C., actuarial
pension gain or loss of the Company is recognised in net pension
cost of current period using the ‘corridor’ method. However, in
accordance with IAS 19, ‘Employee Benefits’, actuarial pension
Intangible assets
Deferred income tax
assets
Accrued pension
liabilities
Undistributed earnings
General and
administrative expenses
Income tax expense
Actuarial gains/losses on
defined benefit
obligations
Income tax relating to
the components of
other comprehensive
income
959)
($ 6,118
35,030
29,871)
(
-
-
-
-
-
$ 5,998
35,283
29,871)
(
1,992)
(
339
1,286)
(
219
  • C. In accordance with accounting standards in R.O.C., actuarial pension gain or loss of the Company is recognised in net pension cost of current period using the ‘corridor’ method. However, in accordance with IAS 19, ‘Employee Benefits’, actuarial pension gain or loss is recognized immediately in other comprehensive income.

~76~

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
(5)
(6)
(7)
Exchange Rates.
“Retained earnings” account.
The Company elected 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 Company sets aside special reserve on the date
of transition to IFRSs and December 31, 2012, as the Comapany has
elected to reclassify the transition differences of items 12 and 13 above
The Company 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 prepayments
should be recognized as “Prepayment for equipment”.
Undistributed earnings
Currency translation
differences
Special reserve
Undistributed earnings
Property, plant and
equipment
Prepayment for
equipment
72,610
$ 72,610)
(
30,419
30,419)
(
66,842)
(
66,842
72,610
$ 72,610)
(
30,419
30,419)
(
145,097)
(
145,097

~77~

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)
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.
The Company 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 Company 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 Company reversed proportionately the
special reserve back to “Retained earnings” by $7,590, in accordance
with the Jin-Guan-Zheng-Fa-Zi Order No.1010012865, dated April 6,
2012.
Financial assets carried
at cost-non-current
Special reserve
Undistributed earnings
Currency translation
difference
Currency translation
difference
-
$ -
-
-
-
18,118
$ 7,590)
(
7,590
18,118
35,040

~78~

  • 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 Company’s cash flows reported.

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

~79~