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T3EX AGM Information 2017

Jul 25, 2017

52176_rns_2017-07-25_0ccd8861-5495-41b6-a824-8509cbf90b58.pdf

AGM Information

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Stock Code: 2636

T3EX Global Holdings Corp. 2017 Annual Meeting of Shareholders

(Translation)

Meeting Agenda Handbook

MEETING TIME: 06 19, 2017

PLACE: Cathay Financial Conference Hall, G Room

Table of Contents

Table of Contents Table of Contents Table of Contents
I. Meeting Procedure…………................................................................................... P2
II. Meeting Agenda P3
1. Report Items…………………………….…….......................................................
P4
2. Proposed Resolutions…………….…………..………….......................................
P6
3. Discussion Items……………...……………..................................... P8
4. Special Motion………………………...……………………………………….....
P8
5. Meeting Adjourned…………………………………….………………………… P8
III. Attachments…………………………………….……………………………….. P9
1. 2016 Business Reports……………………….………………………………… P9
2. Audit Report by Supervisors………………………………...……………………
P11
3. Buyback of Treasury Stock………………………………….……………………
P12
4. Financial Statement……………………………………………………………….
P13
IV. Appendices………………………………………………………………………. P32
1. Articles of Incorporation………………………………………………………... P32
2. Shareholdings of Directors and Supervisors…………………………………….. P39
3. Directors’ Compensation and Employees’ Profit Sharing……………………….. P40
4. The Impact of Stock Dividend Issuance on Business Performance, EPS, and
Shareholder Return Rate………………………………………………………….

P40

1

T3EX Global Holdings Corp.

Time: 9:30 a.m., June 19, 2017

Place: Cathay Financial Conference Hall, G Room

( No.9, Songren Rd., Xinyi Dist., Taipei City 110, Taiwan)

I. Procedure for the 2017 Annual Meeting of Shareholders:

1. Call the Meeting to Order

2. Chairman’s Address

3. Report Items

4. Proposed Resolutions

5. Discussion Items

6. Special Motion

7. Meeting Adjourned

2

II. Agenda of Annual Meeting of Shareholders:

1. Report Items

  • （ 1 ） 2016 Business Report

  • （ 2 ） Supervisor’s review report on the 2016 financial statements

  • （ 3 ） 2016 distribution report of compensation of directors and supervisors and employee bonus.

  • （ 4 ） Implementation of share buyback program

  • （ 5 ） The“ Company’s 7[th] Share Buyback Procedures ”

  • （ 6 ） Amendment to the “Corporate Social Responsibility Best Practice Principles”

  • （ 7 ） The status of 2016 endorsement and guarantee

  • （ 8 ） The status of investing T-Cube Logistics

  • （ 9 ） Other report items

2. Proposed Resolutions

  • （ 1 ） Adoption of the 2016 business report and financial statements

  • （ 2 ） Adoption of the proposal for distribution of 2016 profits

3. Discussion Items

Amendment to the Operational procedures for Acquisition and Disposal of Assets

4. Special Motion

5. Meeting Adjourned

3

1. Report Items

Report No.1

2016 Business Reports.

Explanation:

Please refer to page 9-10 (Attachment 1) for details.

Report No.2

Supervisor’s review report on the 2016 financial statements.

Explanation:

Please refer to page 11 (Attachment 2) for details.

Report No.3

2016 distribution report of compensation of directors and supervisors and employee bonus.

Explanation:

” i.In accordance with the “Company’s Articles of Incorporation .

ii.The Company’s 2016 profit before distribution was NT$138,360,322 which distributed 0.5% (NT$691,803) employee bonus and distributed 3% (NT$ 4,150,809) compensation of directors and supervisors with cash.

Report No.4

Implementation of share buyback program.

Explanation:

Please refer to page 12 (Attachment 3) for details.

Report No.5

The “Company’s 7[th] Share Buyback Procedures”.

Explanation:

The “Company’s 7[th] Share Buyback Procedures” has approved by the board meeting. According to the Article 12, the procedures should be reported to shareholders meeting.

4

Report No.6

Amendment to the “Corporate Social Responsibility Best Practice Principles”.

Explanation:

According to TWSE No.1050014103 Letter and the amendment of Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies, the Company amended the “Corporate Social Responsibility Best Practice Principles”.

Report No.7

The status of 2016 endorsement and guarantee

Explanation:

  • i.In accordance with the “Company’s the Operational Procedures for Endorsements and Guarantees”.

  • ii.The Company has endorsed the bank contract for the future operating capital of Shanghai YaoHwa International Forwarder Co., Ltd. The end of year balance was NT$27,911 thousands and the actual usage amount was NT$9,304 thousands.

  • iii.The Company has endorsed the bank contract for the future operating capital of T.H.I. Group (Shanghai) Ltd. The end of year balance was NT$46,519 thousands and the actual usage amount was NT$0.

  • iv.The Company has endorsed the bank contract for the future operating capital of T-Cube Global Logistics Co., Ltd. The end of year balance was NT$27,911 thousands and the actual usage amount was NT$17,753 thousands.

  • v.The Company has endorsed the bank contract for the future operating capital of EXer Logistics Co., Ltd. The end of year balance was NT$41,867 thousands and the actual usage amount was NT$19,073 thousands.

  • vi.Shanghai YaoHwa International Forwarder Co., Ltd. endorsed the business contract for the business need of T.H.I. Group (Shanghai) Ltd. The end of year balance is NT$3,256 thousands

5

and the actual usage amount was NT$514.

Report No.8

The status of investing T-Cube Logistics Co., Ltd.

Explanation:

  • i.According to SFB No.1040014509 Letter, the Company need to proposal the actual effect of the project of the Equity Purchase Framework Agreement on November 7, 2014 which has mentioned in Prospectus when issuing 3nd Domestic Unsecured Convertible Bonds and Capital Increase by Cash to board of directors quarterly and report to shareholders meeting.

  • ii.T-Cube Global Logistics Co., Ltd. has be included in consolidated financial statements on January 1, 2016. The Company’s 2016 investment profit of T-Cube Logistics Co., Ltd was NT$28,878 thousands, and the actual conversion rate reached 94.61%.

Report No.9

Other report items

Explanation:

The status of proposal from shareholders: The Company didn’t receive any proposal during the period of proposal from April 17, 2017 to April 27, 2017.

2. Proposed Resolutions

(1) Proposal: (Proposed by the Board)

Adoption of the 2016 business report and financial statements.

Explanation:

  • i.The Company’s 2016 financial statements, including the balance sheet, income statement, statement of changes in shareholders’ equity, and statement of cash flows, were audited by independent auditors, Peggy Chen and HENG-SHENG LIN of KPMG Firm. Also the business report and financial statements

6

have been approved by the board of directors on March 20, 2017 and examined by the supervisors.

  • ii.The 2016 business report, independent auditors’ audit report, and the above-mentioned financial statements were attached in the Meeting Agenda, please refer to page 13~31 (Attachment 4).

Resolution:

  • (2) Proposal: (Proposed by the Board)

Adoption of the proposal for distribution of 2016 profits.

Explanation:

  • i.The board has adopted a proposal for distribution of 2016 profits. Please refer to the below of 2016 PROFIT DISTRIBUTION TABLE.

T3EX Global Holdings Corp. PROFIT DISTRIBUTION TABLE Year 2016

Year 2016
（Unit: NTD＄）
BeginningRetained Earnings 15,682,239
Less: Remeasurement of defined benefit obligation in 2016 (5,905,313)
Adjusted BeginningRetained Earnings 9,776,926
Add: Netprofit after tax 130,487,001
Distributable Net Profit 140,263,927
Less: 10% legal reserve (13,048,700)
Less: special reserve (18,440,317)
Distributable items:
Shareholders Bonus- Stock Dividends 0
Shareholders Bonus- Cash Dividends(NT$0.8per share) (92,637,122)
(124,126,139)
Unappropriated retained earnings 16,137,788

ii.In the event that, before the distribution record date, the

  • proposed profit distribution is affected by an amendment to relevant laws or regulations, a request by the competent

  • authorities, or a buyback of shares or issuance of new shares for transferring treasury shares to employees or for equity

conversion in connection with domestic convertible corporate

7

bonds or other convertible securities or employee stock options, it is proposed that the Chairman be authorized to adjust the cash to be distributed to each share based on the number of actual shares outstanding on the record date for distribution.

Resolution:

3. Discussion Items

Proposal: (Proposed by the Board)

Amendment to the Operational procedures for Acquisition and Disposal of Assets.

Explanation:

i.According to SFB NO.1060001296 Letter, the Company hereby proposes to amend the Operational procedures for Acquisition and Disposal of Assets.

ii.Please proceed to discuss.

Resolution:

4. Special Motion

5. Meeting Adjourned

8

4

Attachment 1: 2016 Business Report

Now, I hereby thanks to every shareholders on behalf of T3EX group for your cares and support. The Company still keeps the strong business foundation and sensitive market insight to expand the business scale and increase global operating locations including Taiwan, Hong Kong, China, Japan, Korea, Vietnam, Thailand, Cambodia, Singapore, Malaysia, and Indonesia. By effective group resource integration, the Company not only can provide an international logistics services but also can provide comprehensive logistics such as customs declaration, warehousing, delivering, and supply-chain management. Via deep local culture cultivation and more potential markets development, the Company anticipates that the brand will step to a level of global market leader.

2016 Review

Expressed in thousands of
New Taiwan Dollars
2016		 2015 YoY
Revenue 9,744,113 9,736,912 0.07%
Gross Profit 1,794,218 1,877,272 -4.42%
Gross Margin 18.41% 19.28% -0.87%
Operatingincome 193,165 312,196 -38.13%
Profit after tax 121,176 303,900 -60.13%
EPS(Dollars) 1.11 2.65 -58%

According to the statistics of the US Department of Commerce, US exports declined by 2.3% and imports declined by 1.8% in 2016. According to the statistics of China’s General Administration of Customs, China’s exports declined by 2%, but imports grew 0.6% also in 2016. The information above shows that the global trade weakened in 2016, resulting in a drop in both the cargo volume and the freight prices, thus affecting the company’s operating performance in 2016. Besides, the Company’s newly business- Shanghai EXer logistics which invested in the being of 2016 executed the restructured plan, also affecting the company’s profit in 2016. In order to provide logistic services for e-commerce, Shanghai EXer logistics which specializes in home delivery for e-commerce and television shopping platforms has high labor costs. So far the distribution volume of Exer Logistics has not yet reached a scale of economy in the initial operating period, and a loss was resulted in due to a lower revenue than its operating costs.

On the performance results of various products, ocean freight revenue was NT$5.57 billion, down by 6% over the same period last year. However, due to the 26% growth of the LCL(Less Container Load) business which has a higher gross margin, the gross profit showed a slight growth of 2%. The air freight revenue was NT$2.52 billion, a slight decline of 0.5% over the same period last year due to adjustments by some customers and lower freight prices, However, air freight volume increased by 7% over the same period last year. The domestic logistics revenue was NT$1.65 billion, an increase of 30% over the same period last year, mainly due to the revenue-increasing merger of T-Cube Global Logistics(Shanghai) which specializes in B2B warehousing and transportation, and Shanghai EXer Logistics in 2016.

9

4

2017 Outlook

In 2017Q1, the Company’s revenue increased by 10% and the profit grew by 367% over the same period last year due to the increase of global trade volume and the international freight.

Looking forward this year, the Company expected that throughout the year the annual trade and transportation volume will be relatively active and a growth trend will be maintained. The new US government's recent measures, including the policy of giving priorities to the US domestic manufacturing industry, raising the employment rate and tax reform planning have significantly improved market expectations. With an increase in corporate profits and a strong US dollar policy, the overall US consumption is expected to rise in 2017. In Europe, the substantial depreciation of the pound sterling and the depreciation of Euro resulted in a substantial increase in the European countries’ exports, especially their technology and luxury products to Asia. Therefore, it is expected that in 2017, imports from Europe will continue to grow, and exports to Europe will be relatively stable. In China, many of the manufacturers, particularly the Beijing-Tianjin-Hebei region, East China and the Pearl River Delta region, have moved out mainly to ASEAN, including Indonesia and Vietnam, and this will promote a significant increase in the transportation operations in the Asian region.

The Group’s main strategy for 2017 is to continue strengthening the layout in the US and Europe while developing business requirements in the Asian region, to use the business group as the framework to fully integrate the sea, air and land businesses with the goal of expanding the freight business, and to connect the latter part of warehousing and distribution to form a complete supply chain service. The company will integrate the T3EX group’s resources through the following subsidiariesthrough T.H.I. Logistics(THI) to offer long-distance sea and air freight services to international clients, through Taiwan Express(TEC) to provide logistics management services for upstream component supply chain in Asia, through Shanghai Yaohwa (YHI)to provide import customs services, through T-Cube Logistics(T-Cube) to offer warehousing and distribution services, through Shanghai Exer Logistics(EXer) to provide delivery services, and through THI online(e-thi) to provide online customer service and cargo tracking. In order to realize the goal to provide clients the one-stop-shop logistics services so as to achieve synergistic effects.

We will continue to strengthen our expertise and create greater values for our shareholders.

Chairman: David Yen

10

4

Attachment 2: Audit Report by Supervisors

T3EX Global Holdings Corp. Audit Report by Supervisors

Date: March 20, 2017

The Board reports the financial statement, business report, and earnings distribution proposal of 2016, and financial statement have been audited by KPMG Taiwan. The financial statements, business report and earnings distribution proposal have been audited by us as Supervisors of the Company. We deem no inappropriateness on these documents. Pursuant to Article 219 of the Company Act, we hereby present the audited report. Please review.

Submitted to:

2017 Regular Shareholders’ Meeting of the Company

Supervisor: YI-WEI INVESTMENT Representative: Chin-Chou Hsu

Supervisor: BAO-JYUE INVESTMENT Representative: Mao-Jen Chen Supervisor: Shen-Li Liao

11

4

Attachment 3: Buyback of Treasury Stock

Buyback of Treasury Stock

Treasury stocks:
Batch Order
4thBatch		 5thBatch 6thBatch (Note) 7thBatch
Purpose of
buy-back		 Transfer to employee Transfer to employee Maintain the company's
credit and shareholders'
rights and interests.		 Transfer to employee
Timeframe of
buy-back		 2015/09/09~2015/09/11 2015/12/22~2016/02/16 2016/12/14~2017/01/11 2017/01/23~2017/02/10
Price range 18.00~39.00per share 21.00~33.00per share 15.00~25.00per share 15.00~25.00per share
Class, quantity
of shares bought
back
220,000 shares		 1,188,000 shares 2,364,000 shares 1,361,000 shares
Value of shares
bought-back (in
NT$ thousands)
5,697,700		 32,846,365 51,610,776 28,785,357
Shares
sold/transferred		 0 0 2,364,000 shares
cancelled		 0
Accumulated
number of
company shares
held
220,000 shares		 1,408,000 shares 1,408,000 shares 2,769,000 shares
Percentage of
total company
shares held(%)		 0.19% 1.19% 1.19% 2.34%

Note: According to the subparagraph 3 of Article 28-2 of Security and Exchange Act, the shares bought back by the Company shall cancelled within six months from the date of buyback. The Company entitled the cancellation date on March 20, 2017.

12

4

Attachment 4: Financial Statement

Independent Auditors’ Audit Report

To the Board of Directors of T3EX Global Holdings Corp.: Opinion

We have audited the consolidated financial statements of T3EX Global Holdings Corp.(“the Company”) and its subsidiaries (“the Group”), which comprise the consolidated statement of balance sheet as of December 31, 2016 and 2015, the consolidated statement of comprehensive income, consolidated statement of changes in equity and cash flows for the year ended December 31,2016 and 2015, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2016 and 2015,and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), interpretations as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

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

Key Audit Matters

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

1. Revenue recognition

Please refer to Note 4(m) "Revenue recognition" of consolidated financial statements and Note 6(v) "Revenue" for the details of operating revenues of consolidated financial statements.

How the matter was addressed in our audit:

The Group mainly engages in sea and air freight forwarding, and total logistics solution. Therefore, the revenue is a matter to the users of the consolidated financial statements. Consequently, this is one of the key assessment areas our audit focus on.

13

4-1

Our audit procedures included:

Understanding the internal control on revenue recognition applied by the management and assessing whether appropriate accounting policy is applied; performing the analysis on revenue from the top ten customers to verify whether or not any unusual transaction has incurred; performing the sampling procedures to verify records and supporting document of the transactions; selecting a period before and after the reporting date to assess whether revenue recognized in the correct period.

2. Goodwill and other intangible assets impairment assessment

Please refer to Notes 4(j) and (k) "The non-financial assets impairment" of consolidated financial statements, Note 5 for assumptions on the accounting estimates and assumptions on the impairment of goodwill and other intangible assets of the consolidated financial statements, and Note 6(i) for the details of the intangible assets in consolidated financial statements.

How the matter was addressed in our audit:

The accounting policy applying to the goodwill and other intangible assets arising from acquisition transactions is with the uncertainty estimation. Consequently, this is one of the key assessment areas our audit focus on.

Our the principal audit procedures included:

Understanding the internal control on the impairment assessment of the goodwill and other intangible assets; selecting significant goodwill and other intangible assets; obtaining impairment assessment reports issued by an external expert engaged by the management; assessing model, parameters and assumptions applying to the financial information forecast; and evaluating whether the assessment for goodwill and other intangible assets was based on the accounting policies.

3. Account receivable evaluation

Please refer to Note 4(f) "impairment of financial assets" of consolidated financial statements, Note 5 "Estimation uncertainty of the impairment of the receivable" of consolidated financial statements and Note 6(e) "impairment of the receivables" of consolidated financial statements.

How the matter was addressed in our audit:

The group deal with its main customers on credit, so Group's receivables are exposed to the credit risk. When the customer defaults, the receivables may be impaired. Since the collectability assessment of receivables depends on management's judgment. Consequently, this is one of the key assessment areas our audit focus on.

Our principal audit procedures included:

Understanding impairment policy applied to the receivables by the management; assessing whether it is based on appropriate accounting policies. Inquiring the management whether there was any receivable with difficulty to collect; performing a sampling procedure to check the correctness of the aging of receivables and to review the collection of receivables in the subsequent period to understand if there was any significant overdue receivables to evaluate the provisions for impairment of receivables are adequate.

Other Matter

T3EX Global Holdings Corp. has prepared its parent-company-only financial statements
as of and for the years then ended December 31, 2016 and 2015, on which we have expressed
an unqualified opinion.

14

4-2

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance including supervisor are responsible for overseeing the Group’s financial reporting process.

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

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

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

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

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

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

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

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

15

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Pei-Chi Chen and Heng-Shen Lin.

KPMG

Taipei, Taiwan (Republic of China) March 20, 2017

16

(English Translation of Financial Report Originally Issued in Chinese) T3EX GLOBAL HOLDINGS CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 2016, December 31, 2015 (Expressed in thousands of New Taiwan dollars)

Assets
Current assets:
1100
Cash and cash equivalents (notes 6(a), (y) & (z))
1110
Current financial assets at fair value through profit or loss－current
(notes 6(b) & (y))
1125
Available-for-sale financial assets－current(notes 6(c) & (y))
1150
Notes receivable(notes 6(c) & (y))
1170
Accounts receivable(notes 6(e) & (y))
1180
Accounts receivable-related parties (notes 6(e), (y) &7)
1470
Other current assets(notes 6(g), (j), (y) & 8)
Current assets
Non-current assets:
1510
Financial assets at fair value through profit or loss-non current
(notes 6(b), (m) & (y))
1543
Financial assets measured at cost－non current (notes 6(a) & (y))
1550
Equity-accounted investees (note 6(f))
1600
Property, plant and equipment (notes 6(g), (h) & 8)
1805
Goodwill (notes 6(g) & (i))
1821
Other intangible assets (notes 6(g) & (i))
1840
Deferred tax assets (note 6(p))
1920
Refundable deposits (notes 6(y) & 8)
1995
Other non-current assets (notes 6(g), (j), (y) & 8)
Non-current assets
Total assets		 December 31, 2016
Amount
%
$ 1,448,581
30
7,107 -
29,432
1
31,651
1
1,629,766
34
511 -
334,301
6		 December 31, 2015
Amount
%
1,667,479
35
7,086
-
25,326
1
33,682
1
1,435,594
30
1,421 -
215,181
4
3,385,769
71
148
-
38,800
1
61,131
1
337,171
7
607,244
13
113,225
2
42,008
1
132,910
3
40,253
1
1,372,890
29
4,758,659
100
Liabilities and Equity
Current liabilities:
2100
Short-term borrowings (notes 6(k) & (y))
2110
Short-term notes and bills payable (notes 6(k) & (y))
2150
Notes payable (note 6(y))
2170
Accounts payable (note 6(y))
2180
Accounts payable－related parties (notes 6(y) & 7)
2200
Other payables (note 6(y))
2230
Current tax liabilities
2251
Current provisions for employee benefits (note 6(o))
2321
Current portion of convertible bonds (notes 6(m) & (y))
2322
Current portion of long-term borrowings (notes 6(l) & (y))
2399
Other current liabilities (notes 6(g) & (y))
Current liabilities
Non-Current liabilities:
2120
Financial liabilities at fair value through profit or loss-non current
(notes 6(b), (m) & (y))
2530
Convertible bond payable (notes 6(m) & (y))
2640
Net defined benefit liability(note 6(o))
2670
Other liabilities (notes 6(g) & (y))
Non-current liabilities
Total liabilities
Equity attributable to owners of parent (notes 6(m), (p), (q) & (s)) :
3100
Share capital
3200
Capital surplus
3300
Retained earnings
3400
Other equity
3500
Treasury shares
Equity attributable to owners of the Company
36xx
Non-controlling interests
Total equity (note 6(a))
Total liabilities and equity		 December 31, 2016 December 31, 2016 December 31, 2016

Amount
%
Amount

3,481,349
72

- -
38,800
1
60,753
1
314,067
6
563,329
12
95,403
2
43,044
1
140,462
3
76,238
2


2,013,714
42
1,564,095
33


2 -
- -
290,691
5
393,988
8
82,709
2
84,911
2
40,835
1
79,620
2


414,237
8
558,519
12
1,332,096
28

2,427,951
50
2,122,614
45


1,195,264
25
1,160,421
24
865,337
17
867,214
18
285,955
7
390,641
8
(25,556)
(1)
98,778
2
(61,801)
(1)
(10,636)
-



2,259,199
47
2,506,418
52


126,295
3
129,627
3
$
4,813,445
100

2,385,494
50
2,636,045
55


$
4,813,445
100
4,758,659
100

17

(English Translation of Financial Report Originally Issued in Chinese) T3EX GLOBAL HOLDINGS CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (Expressed in thousands of New Taiwan dollars, except for earnings per common share)

4000
Operating revenue (notes 6(u) &7)
5000
Cost of revenue (notes 6(n), (o), 7 & 12)
Gross profit
Operating expenses (notes 6(n), (o), (t) & 12)
6100
Selling expenses
6200
Administrative expenses
Total operating expenses
Net operating income
Non-operating income and expenses:
7010
Other income (note 6(v))
7020
Other gains and losses (note 6(x))
7060
Share of profit of equity-accounted investees (note 6(f))
7510
Financial cost (note 6(m))
7625
Losses on disposals of equity-accounted investees (note 6(g))
Profit before tax
7950
Less: Tax (expense (note 6(p))
Profit for the year
8300
Other comprehensive income:
8310
Items that will not be reclassified subsequently to profit or loss:
8311
Remeasurements of defined benefit plans obligation
8349
Income tax related to items that will not be reclassified subsequently
Items that will not be reclassified subsequently to profit or loss
8360
Items that will may be reclassified subsequently to profit or loss:
8361
Exchange differences on translation in financial statements of foreign operation
8362
Unrealized gains (losses) on available-for-sale financial assets
8399
Income tax related to items that may be reclassified subsequently
Items that will may be reclassified subsequently to profit or loss
8300
Other comprehensive income(loss) for the year, net of income tax
Total comprehensive income
Profit attributable to:
Owners of parent company
Non-controlling interests
Comprehensive income attributable to:
Owners of parent company
Non-controlling interests
Basic earnings per share (note 6(s))
Earnings per share (TWD)
Diluted earnings per share (TWD)		 2016 %
100
82		 2015 %
100
81
Amount
$ 9,744,113
7,949,895		 Amount

9,736,912

7,859,640

1,794,218		 18

1,877,272		 19

1,135,050
466,003		 12
4

1,122,993

442,083		 12
4

1,601,053		 16

1,565,076		 16

193,165		 2

312,196		 3

9,454
50,310
(201)
(26,124)
-		 -
1
-
-
-
20,392

74,081
2,330
(9,754)
(1,988)		 -
1
-
-
-
226,604
105,428		 3
1

397,257

93,357		 4
1

121,176		 2

303,900		 3

(5,905)
-		 -
-
(6,305)
-		 -
-
(5,905) - (6,305) -


(125,138)
(6,422)
-		 (2)
-
-

(4,345)
(13,420)
-		 -
-
-
(131,560) (2)
(17,765)		 -

(137,465)
(2)


(24,070)		 -

$
(16,289)
-

279,830		 3

$ 130,487
(9,311)		 2
-

293,820
10,080		 3
-

$
121,176		 2
303,900		 3

$ 248
(16,537)		 -
-
270,881
8,949		 3
-

$
(16,289)		 -
279,830		 3

$		 1.11 2.65
$ 1.04 2.36

18

7

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)

T3EX GLOBAL HOLDINGS CORP. AND ITS SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2016 and 2015

(Expressed in Thousands of New Taiwan Dollars)

Equity attributable to owners of parent

Balance at January 1, 2015
Profit for the year
Other comprehensive income
Total comprehensive income
Appropriation and distribution of retained earnings:
Legal reserve
Cash dividends
Stock dividends
Other changes in capital surplus:
Share-based payment transactions
Issue of common stock
Issue of common stock for convertible bonds
Changes in equity factors from issuance of convertible bonds
Issue new stocks for share base payment
Purchase of treasury share
Employee purchase treasury stocks
Changes in non-controlling interests
Balance at December 31, 2015
Profit for the year
Other comprehensive income
Total comprehensive income
Appropriation and distribution of retained earnings:
Legal reserve
Cash dividends
Stock dividends
Other changes in capital surplus:
Share-based payment transactions
Issue of common stock for convertible bonds
Purchase of treasury share
Changes in ownership interests in subsidiaries
Issue new stocks for share base payment
Changes in non-controlling interests
Balance at December 31, 2016		 Share capital
Ordinary
shares
Capital surplus		 Retained earnings
Legal reserve
Special reserve
Unappropriated
retained earnings
Total retained
earnings		 Totalotherequityinterest
Exchange
differences on
translation of
foreign financial
statements
Unrealized gains
(losses) on
available-for-sale
financial assets
Total other
equityinterest
Treasuryshares
Total equity
attributable to
owners ofparent
Non-controlling
interests
Total equity
$ 983,981
629,395
91,506
7,116
185,959
284,581
91,535
23,877
115,412
(21,233)
1,992,136
37,335
2,029,471













-
-
-
-
293,820
293,820
-
-
-
-
293,820
10,080
303,900
-
-
-
-
(6,305)
(6,305)
(3,214)
(13,420)
(16,634)
-
(22,939)
(1,131)
(24,070)








-
-
-
-
287,515
287,515
(3,214)
(13,420)
(16,634)
-
270,881
8,949
279,830








-
-
19,852
-
(19,852)
-
-
-
-
-
-
-
-
-
-
-
-
(145,164)
(145,164)
-
-
-
-
(145,164)
-
(145,164)
36,291
-
-
-
(36,291)
(36,291)
-
-
-
-
-
-
-
-
5,503
-
-
-
-
-
-
-
-
5,503
-
5,503
100,000
149,000
-
-
-
-
-
-
-
-
249,000
-
249,000
36,544
51,996
-
-
-
-
-
-
-
-
88,540
-
88,540
-
14,682
-
-
-
-
-
-
-
-
14,682
-
14,682
3,605
1,553
-
-
-
-
-
-
-
-
5,158
-
5,158
-
-
-
-
-
-
-
-
-
(11,624)
(11,624)
-
(11,624)
-
15,085
-
-
-
-
-
-
-
22,221
37,306
-
37,306
-
-
-
-
-
-
-
-
-
-
-
83,343
83,343


1,160,421
867,214
111,358
7,116
272,167
390,641
88,321
10,457
98,778
(10,636)
2,506,418
129,627
2,636,045
-
-
-
-
130,487
130,487
-
-
-
-
130,487
(9,311)
121,176
-
-
-
-
(5,905)
(5,905)
(117,912)
(6,422)
(124,334)
-
(130,239)
(7,226)
(137,465)








-
-
-
-
124,582
124,582
(117,912)
(6,422)
(124,334)
-
248
(16,537)
(16,289)







-
-
27,217
-
(27,217)
-
-
-
-
-
-
-
-
-
-
-
-
(206,341)
(206,341)
-
-
-
-
(206,341)
-
(206,341)
22,927
-
-
-
(22,927)
(22,927)
-
-
-
-
-
-
-
-
(288)
-
-
-
-
-
-
-
-
(288)
-
(288)
7,836
9,337
-
-
-
-
-
-
-
-
17,173
-
17,173
-
-
-
-
-
-
-
-
-
(51,165)
(51,165)
-
(51,165)
-
(12,068)
-
-
-
-
-
-
-
-
(12,068)
12,068
-
4,080
1,142
-
-
-
-
-
-
-
-
5,222
-
5,222
-
-
-
-
-
-
-
-
-
-
-
1,137
1,137


$
1,195,264
865,337
138,575
7,116
140,264
285,955
(29,591)
4,035
(25,556)
(61,801)
2,259,199
126,295
2,385,494

19

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)

T3EX GLOBAL HOLDINGS CORP. AND ITS SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2016 and 2015 (Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities:
Profit before tax
Adjustments:
Adjustments to reconcile profit and loss:
Depreciation
Amortization
Impairment loss on receivables
Change in fair value of financial assets and liabilities
Interest expense
Interest income
Cost of share-based payment transactions
Share of profit of equity-accounted investees
Loss (gain) on disposal of property, plant and equipment
Gain on disposal of investments
Loss on disposal of equity-accounted investee
Other
Loss on impairment of goodwill
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:
Changes in operating assets:
Decrease in financial assets held for trading
Decrease (increase) in notes receivable
Decrease (increase) in accounts receivable
Decrease (increase) in accounts receivable－related parties
(Increase) in other current assets
Decrease (increase) in other operating assets
Total changes in operating assets
Changes in operating liabilities:
Increase (decrease) in notes payable
Increase (decrease) in accounts payable
Increase (decrease) in accounts payable to related parties
Increase (decrease) in other payable
Increase in other current liabilities
Decrease in net defined benefit liability
Total changes in operating liabilities
Net changes in operating assets and liabilities
Net adjustments
Cash inflow generated from operations
Interest received
Interest paid
Income taxes refund (paid)
Net cash flows from (used in) operating activities
Cash flows from (used in) investing activities:
Acquisition of financial assets at fair value through profit or loss
Acquisition of available-for-sale financial assets
Proceeds from disposal of available-for-sale financial assets
Acquisition of equity-accounted investee
Net cash flow from acquisition of subsidiaries
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Acquisition of intangible assets
Decrease in investment payable
Decrease (increase) in other current and non-current assets
Dividends received
Net cash flows from (used in) investing activities
Cash flows from (used in) financing activities:
Increase (decrease) in short-term borrowings
Decrease (increase) in short-term notes and bills payable
Proceeds from issuance of convertible bonds
Proceeds from long-term debt
Repayments of long-term debt
Payment of cash dividends
Proceeds from issuance of shares
Exercise of employee share options
Payments to acquire treasury shares
Proceeds from employee purchase of treasury shares
Change in non-controlling interests
Net cash flows used in financing activities
Effect of exchange rate changes on cash and cash equivalents		 2016 2015
$ 226,604
43,767
20,446
1,634
129
26,124
(4,729)
(288)
201
(17,960)
(16,283)
-
-
36,092
89,133
-
2,031
(194,319)
910
(63,625)
(1,823)
(256,826)
3,141
131,383
1,004
(92,140)
3,097
(8,106)
38,379
(218,447)
(129,314)
97,290
4,729
(5,447)
(87,853)
8,719
296
(90,533)
95,991
(10,381)
-
(32,236)
23,210
(7,552)
(4,953)
(175,427)
(91,391)
3,978
(288,998)
451,000
(20,000)
-
-
(1,141)
(206,341)
-
5,222
(51,165)
-
1,137
178,712
(117,331)		 397,257
36,615
13,129
5,223
(65)
9,754
(5,139)
20,025
(2,330)
(7,518)
(23,169)
1,988
(260)
-
48,253
1,560
10,403
353,356
13,381
(5,204)
3,661
377,157
1,206
(246,241)
(23)
12,615
9,034
(1,171)
(224,580)
152,577
200,830
598,087
5,139
(3,878)
(87,374)
511,974
-
-
50,925
(9,666)
(78,236)
(51,872)
9,180
(17,396)
(9,164)
-
(6,595)
1,442
(111,382)
(129,000)
15,000
296,000
45,000
(144,678)
(145,164)
249,000
5,158
(11,624)
22,784
-
202,476
(7,073)

20

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)

T3EX GLOBAL HOLDINGS CORP. AND ITS SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2016 and 2015 (Expressed in Thousands of New Taiwan Dollars)

Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period

(218,898)
1,667,479
$
1,448,581		 595,995
1,071,484

1,667,479

21

Independent Auditors’ Audit Report

To the Board of Directors of T3EX Global Holdings Corp.:

Opinion

We have audited the parent-company-only financial statements of T3EX Global Holdings Corp.(“the Company”), which comprise the balance sheets as of December 31, 2016 and 2015, the statement of comprehensive income, changes in equity and statement of cash flows for the years ended December 31, 2016 and 2015, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2016 and 2015, and its financial performance and its cash flows for the years ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the 31 December 2016. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide an opinion on these matters, separately.

  1. Revenue recognition

Please refer to Note 4(m) "Revenue recognition" of financial statement and Note 6(v) "Revenue" for the details of operating revenue of financial statements.

How the matter was addressed in our audit:

T3EX Global Holdings Corp. is an industrial holding company. Its main operating revenue is from the share of profit or associates under equity method and the services revenue from subsidiaries by providing management services. We expect that its revenue recognition is the matter of the users of the financial statements. Consequently, this is one of the key assessment areas our audit focus on parent-company-only financial statement of T3EX Global Holding Corp.

22

Our audit procedures included:

Understanding the internal control on revenue recognition applied by the management; assessing whether its revenue recognition had been carried out in accordance with the established accounting policy; checking whether T3EX Global Holdings Corp. had calculated and recognized the share of profits and losses of its subsidiaries and associates by using the equity method; comparing the differences between the investment cost and the net equity of its subsidiaries and associates, to ensure that they had been properly handled. Issuing confirmation letter to T3EX Global Holdings Corp.’s subsidiary company to inquire the amount of the management services fee.

2. Equity method investee’s impairment assessment

Please refer to Note 4(j) and (k) "Equity method investees impairment" for accounting policies, Note 5 "assumptions on the accounting estimates and assumptions of the impairment of Equity method investees" and Note 6 (i) for the details of Equity method investees in the financial statements.

How the matter was addressed in our audit:

The goodwill and other intangible assets arising from acquisition transactions booked as the investment under the equity method of parent-company-only financial statements. The accounting policy applying to the goodwill and other intangible assets arising from acquisition transactions is with the uncertainty estimation. Consequently, this is one of the key assessment areas our audit focus on parent-company-only financial statements of T3EX Global Holding Corp.

Our audit procedures included:

Understanding the internal control on the impairment assessment of the goodwill and other intangible assets; selecting significant goodwill and other intangible assets and obtaining impairment assessment reports issued by the external experts engaged by the management; assessing model, parameters and assumptions applying to the financial information forecast; and evaluating whether the assessment for goodwill and other intangible assets was based on the accounting policies.

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

Management is responsible for the preparation and fair presentation of the financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance including supervisors are responsible for overseeing the Company’s financial reporting process.

23

Auditor’s Responsibilities for the Audit of the Parent-company-only Financial Statements

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

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

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

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

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

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

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

  6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on this parent-company-only financial statements. We are responsible for the direction, supervision and performance of the audit.

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

24

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Pei-Chi Chen and Heng-Shen Lin.

KPMG

Taipei, Taiwan (Republic of China) March 20, 2017

25

(English Translation of Financial Statements and Report Originally Issued in Chinese)

T3EX GLOBAL HOLDINGS CORP.

Balance Sheets

December 31, 2016 and 2015

(Expressed in Thousands of New Taiwan Dollars)

Assets
Current assets:
1100
Cash and cash equivalents (notes 6(a),(s) & (u))
1110
Financial assets at fair value through profit or loss-current (notes 6(b) & (s))
1125
Available-for-sale financial assets-current (notes 6(c) & (s))
1180
Accounts receivable-related parties (notes 6(d), (s) & 7)
1210
Other receivable due from related parties (notes 6(d), (s) &7)
1470
Other current assets (note 6(f))
Current assets
Non-current assets:
1510
Financial assets at fair value through profit or loss-non current (notes 6(b),
(j) & (s))
1550
Equity-accounted investees (note 6(e))
1600
Property,plant and equipment (notes 6(g) & 8)
1821
Intangible assets (note 6(h))
1840
Deferred tax assets (note 6(l))
1920
Refundable deposits (notes 6(s) & 8)
1990
Other assets (note 6(f))
Non-current assets
Total assets		 December 31, 2016
Amount
(二
$ 32,410
1

7,107 -
29,432
1
46,520
1
204,855
7
54,945
2		 (一)December 31,
2015
(三)Amount
(四
130,883
4
7,086 -
14,874 -
49,430
2
94,926
3
11,148
-

375,269
12
308,347
9
- -
2,723,486
81
192,995
6
8,151 -
6,549 -
2,176 -
47,524
1		 148 -
2,783,814
84
198,754
7
11,227 -
6,549 -
2,176 -
-
-
2,980,881
88		 3,002,668
91
$
3,356,150
100		 3,311,015
100
Liabilities and Equity
Current liabilities:
2100
Short-term borrowings (notes 6(i) & (s))
2150
Notes payable (note 6(s))
2200
Other payables (note 6(s))
2220
Other payables to related parties (notes 6(s) & 7)
2230
Current tax liabilities
2251
Current provision for employee benefits (note 6(k))
2321
Long-term loans payable,current portion (notes 6(j) & (s))
2399
Other current liabilities (notes 6(e) & (s))
Current liabilities
Non-Current liabilities:
2120
Financial liabilities at fair value through profit or loss-non current
(note 6(b), (j) & (s))
2530
Convertible bond payable (notes 6(j) & (s))
2640
Net defined benefit liability (note 6(k))
2670
Other liabilities (notes 6(e) & (s))
Non-current liabilities
Total liabilities
Equity attributable to owners of parent (notes 6(l), (m) & (n)):
3110
Share capital
3200
Capital surplus
3300
Retained earnings
3400
Other equity
3500
Treasury stock
Total equity (note 6(u))
Total liabilities and equity		 December 31, 2016 December 31, 2016
Amount %


743,136
21
306,249
9


2 -
- -
290,691
8
393,988
12
22,287
1
24,740
1
40,835
1
79,620
2


353,815
10
498,348
15


1,096,951
31
804,597
24


1,195,264
36
1,160,421
35
865,337
27
867,214
26
285,955
9
390,641
12
(25,556)
(1)
98,778
3
(61,801)
(2)
(10,636)
-



2,259,199
69
2,506,418
76


$
3,356,150
100
3,311,015
100

26

(English Translation of Financial Statements and Report Originally Issued in Chinese)

T3EX GLOBAL HOLDINGS CORP.

Statements of Comprehensive Income

For the years ended December 31, 2016 and 2015 (Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

(Expressed in Thousands of New Taiwan Dollars , Except for E arnings Per arnings Per arnings Per Com Com m **on Share) ** **on Share) **
4000
Net revenue (note 6(q) & 7)
5000
Cost of revenue (note 6(k))
Gross profit
Net operating income
Non-operating income and expenses:
7010
Other income (notes 6(r) & 7)
7020
Other gains and losses (note 6(r))
7510
Finance costs (note 6(r))
Profit before tax
7950
Less: Tax (expense (note 6(l))
Profit for the year
8300
Other comprehensive income:
8310
Items that may not be reclassified subsequently to profit or loss
8311
Gains (losses) on remeasurements of defined benefit plans
8330
Share of other comprehensive income of subsidiaries, associates and
joint ventures accounted for using equity method, components of
other comprehensive income that will not be reclassified to profit or
loss
8360
Items that may be reclassified subsequently to profit or loss
8361
Exchange differences on translation
8362
Unrealized gains (losses) on valuation of available-for-sale financial
assets
8380
Share of other comprehensive income of subsidiaries, associates and
joint ventures accounted for using equity method, components of
other comprehensive income that will be reclassified to profit or loss
8399
Income tax related to items that may be reclassified subsequently
Components of other comprehensive income that will be reclassified to
profit or loss
8300
Other comprehensive income, net of income tax
Total comprehensive income
Basic earnings per share
Earnings per share (note 6(o)) (TWD)
Diluted earnings per share		 2016 %

100

39		 2015 %

100

29

71

71

1

1

(2)

71

-

71

-

(2)

(2)

(1)
(1)
(2)
-

(4)

(6)

65
Amount
$ 230,812
90,198		 Amount
415,213
122,247
$

140,614

61
292,966

140,614

61
292,966

6,530
11,244
(24,870)

3

5

(11)


5,520
4,295
(7,913)

133,518
3,031


58

1


294,868
1,048

130,487

57
293,820

1,349
(7,254)

1

(3)


1,522
(7,827)

(5,905)


(2)
(6,305)

(117,912)
(2,107)
(4,315)
-


(51)

(1)

(2)
-



(3,214)
(2,470)
(10,950)
-
(124,334)
(54)

(56)
(16,634)

(130,239)
(22,939)
$
248


1
270,881
$ 1.11

2.65
$ 1.04 2.36

27

(English Translation of Financial Statements and Report Originally Issued in Chinese)

T3EX GLOBAL HOLDINGS CORP.

Statements of Changes in Equity

For the years ended December 31, 2016 and 2015

(Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2015
Profit (loss)
Other comprehensive income
Total comprehensive income
Appropriation and distribution of retained earnings (note 2):
Legal reserve appropriated
Cash dividends of ordinary share
Stock dividends of ordinary share
Other changes in capital surplus:
Share-base payment transactions
Issue of shares
Conversion of convertible bonds
Conversion of certificates of bonds-to-share
Purchase of treasury share
Issue new stocks for share base payment
Employee purchases treasury stocks
Balance at December 31, 2015
Profit (loss)
Other comprehensive income
Total comprehensive income
Appropriation and distribution of retained earnings (note 1):
Legal reserve appropriated
Cash dividends of ordinary share
Stock dividends of ordinary share
Other changes in capital surplus:
Share-base payment transactions
Conversion of convertible bonds
Purchase of treasury share
Changes in ownership interests in subsidiaries
Issue new stocks for share base payment
Balance at December 31, 2016		 Share capital Capital surplus Retained earnings Totalotherequityinterest Totalotherequityinterest Treasuryshares Total equity

1,992,136
Ordinary
shares		 Legal reserve Special reserve Unappropriated
retained earnings		 Total retained
earnings		 Exchange differences
on translation of
foreign financial
statements		 Unrealized gains
(losses) on
available-for-sale
financialassets		 Total other
equityinterest
$ 983,981
629,395
91,506
7,116
185,959
284,581
91,535
115,412
(21,233)

23,877

-
-

-
-

-
-

-
-

293,820
(6,305)


293,820

(6,305)


-

(3,214)

-

(13,420)

-

(16,634)

-

-

293,820
(22,939)
- - - -
287,515


287,515


(3,214)


(13,420)


(16,634)

-
270,881
-
-
36,291
-
100,000
36,544
-
-
3,605
-		 -
-

-
5,503

149,000

51,996
14,682
-

1,553
15,085		 19,852
-
-

-

-

-

-
-

-

-
-
-
-
-
-
-
-
-
-
-
(19,852)
(145,164)
(36,291)
-
-
-
-
-
-
-


-

(145,164)

(36,291)
-
-
-
-
-
-
-

-

-

-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(11,624)
-
22,221
-
(145,164)
-
5,503
249,000
88,540
14,682

(11,624)
5,158

37,306
1,160,421
-
-

867,214
-
-

111,358
-
-
7,116
-
-
272,167
130,487
(5,905)
390,641

130,487

(5,905)
88,321

-

(117,912)
10,457
-

(6,422)
98,778
-

(124,334)

(10,636)
-

-


2,506,418
130,487
(130,239)
- - - -
124,582


124,582


(117,912)


(6,422)


(124,334)

-
248
-
-
22,927
-
7,836
-
-
4,080		 -
-

-
(288)

9,337
-
(12,068)

1,142		 27,217
-
-

-

-
-

-

-
-
-
-
-
-
-
-
-
(27,217)
(206,341)
(22,927)
-
-
-
-
-


-

(206,341)

(22,927)
-
-
-
-
-

-

-

-
-
-
-
-
-

-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
(51,165)
-
-		 -
(206,341)
-
(288)
17,173

(51,165)
(12,068)
5,222

$
1,195,264


865,337

138,575
7,116
140,264
285,955
(29,591)
4,035
(25,556)
(61,801)

2,259,199

’ Note 1：2016 directors emoluments of $4,151 and employee bonus of $692 have been deducted from comprehensive income statement 。 ’ Note 2：2015 directors emoluments of $7,879 and employee bonus of $1,522 have been deducted from comprehensive income statement 。

28

(English Translation of Financial Report Originally Issued in Chinese)

T3EX GLOBAL HOLDINGS CORP. AND SUBSIDIARIES

INDIVIDUAL STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

(Expressed in thousands of New Taiwan dollars)

Cash flows from (used in) operating activities:
Profit (loss) before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Amortization expense
Net loss (gain) on financial assets or liabilities
at fair value through profit or loss
Interest expense
Interest income
Share-based payments
Share of loss (profit) of subsidiaries,associates
and joint ventures accounted for using
equity method
Loss (gain) on disposal of investments
Loss (gain) on disposal of investments
accounted for using equity method
Total adjustments to reconcile profit
(loss)
Changes in operating assets and liabilities:
Changes in operating assets:
Decrease in financial assets held for trading
Decrease in accounts receivable due from related
parties
Increase in other current assets
Total changes in operating assets
Changes in operating liabilities:
Decrease in notes payable
Decrease in construction contracts receivable		 2016
$ 133,518
6,120
4,049

129
24,870
(2,682)
17

(172,130)
(11,568)
-		 2015

294,868

5,494

3,590

(65)

7,913

(1,913)

19,278

(352,325)

(5,713)
1,988

(151,195)

(321,753)


296

2,910
68


1,560

(5,487)

155
3,274
(3,772)

(78)
-


(2,041)
(23,073)

29

Increase (decrease) in other payable
Decrease in provisions
Decrease in other current liabilities
Decrease in net defined benefit liability
Total changes in operating liabilities
Net changes in operating assets and
liabilities
Net adjustments
Cash inflow (outflow) generated from operations
Interest received
Interest paid
Income taxes paid
Net cash flows from (used in)
operating activities
Cash flows from (used in) investing activities:
Acquisition of available-for-sale financial assets
Proceeds from disposal of available-for-sale
financial assets
Acquisition of investments accounted for using
equity method
Acquisition of property, plant and equipment
Acquisition of intangible assets
Increase in other receivables-related parties
Net cash receipts from acquisitions of subsidiaries
and other business units
Increase in other current and non-current assets
Decrease in account payable to investment
Net cash flows from (used in)
investing activities
Cash flows from (used in) financing activities:
Increase (decrease) in short-term loans
Proceeds from issuing bonds
Decrease in other non-current liabilities
Cash dividends paid
Exercise of employee share options		 (6,545)
2,480
(917)
-
-
(79)
(1,104)
(1,026)



(8,644)
(23,739)



(5,370)
(27,511)


(156,565)
(349,264)


(23,047)
(54,396)
2,682
1,913
(4,157)
(1,628)
(1,462)
(1,642)


(25,984)
(55,753)


(90,533)
-
85,141
12,217
(10,381)
(12,582)
(361)
(5,294)
(972)
(8,258)
(109,929)
(84,925)
100,984
37,171
(91,391)
-
(175,427)
-

(292,869)
(61,671)


480,000
(190,000)
-
296,000
(7,336)
-
(206,341)
(145,164)
5,222
5,158

30

Payments to acquire treasury shares
Treasury shares sold to employees
Issuance of common stock for cash
Net cash flows from (used in)
financing activities
Net increase (decrease) in cash and cash
equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period		 (51,165)
(11,624)
-
22,784
-
249,000

220,380
226,154


(98,473)
108,730
130,883
22,153


$
32,410
130,883

31

Appendices

Appendix 1: Articles of Incorporation

T3EX Global Holdings Corp

Articles of Incorporation

Chapter I

General Provisions

  • Article 1 The Company, organized under the Business Mergers And Acquisitions

  • Act ,the Company Act and others relevant regulations as a Company limited by shares, and shall be named T3EX Global Holdings Corp (hereinafter, “the Company”).

Article 2 The Company’s scope of business is as follows:

  1. H201010 Investment

  2. ZZ99999All business items that are not prohibited or restricted by law, except those that are subject to special approval.

  3. Article 2-1 The Company may provide endorsements and guarantees and act as a guarantor.

  4. Article 2-2 The Company’s main business is investment. The total amount of the Company’s reinvestment is not to be subject to the restriction of not more than 40% of the Company’s paid-up capital as provided in Article 13 of the Company Act.

  5. Article 3 The Company is headquartered in Taipei City, Taiwan and when necessary may establish branches or subsidiaries at home and abroad according to resolutions by the board of directors.

  6. Article 4 Public announcements of the Company shall be made in accordance with the provisions of Article 28 of the Companies Act.

Chapter II

Shares

  • Article 5 The authorized capital of the Company is NT$2 billion, consisting of 200 million shares, all of common stock, with a par value of NT$10 per share. The board of directors is authorized to issue the shares in separate installments as required, of which 10 million shares are reserved for stock options.

  • Article 5-1 Resolutions by the shareholders meeting, the Company is authorized to issue share warrant to its employees, the exercise prices of such share warrants issued to the employees might be lower than net worth per share as shown in the CPA-audited and certified financial report for the most recent period.

32

Article 6 Deleted

  • Article 7 The share certificates of the Company shall without exception be in

  • registered form, signed by, or affixed with the seals of, at least three directors, and authenticated by the competent governmental authority or a registration institution authorized thereby before issuance. Shares issued by the Company need not be in certificate form, but shall be registered with a securities depository enterprise.

  • Article 8 All entries in the shareholders register due to share transfers shall be suspended for 30 days prior to an ordinary shareholders meeting, or for 15 days prior to an extraordinary shareholders meeting (Public company shall be suspended for 60 days prior to an ordinary shareholders meeting, or for 30 days prior to an extraordinary shareholders meeting), or for 5 days prior to the record date fixed for distributing dividends, bonus, or any other benefit.

  • Article 8-1 The Company shall propose to shareholders meetings when revoking public issuance of its shares. This regulation will continue to the Company listed trading on emerging stock or on the stock exchange or over-the-counter market.

Chapter III

Shareholders’ Meeting

  • Article 9 Shareholders’ meetings of the Company are of two kinds: regular

  • shareholders meetings and extraordinary shareholders meetings. The regular shareholders’ meeting is called once per year within six months of the close of the fiscal year. Extraordinary shareholders meetings may be called in accordance with applicable laws and regulations whenever necessary.

  • Article 10 For any shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by using the proxy form issued by the Company and specifying the scope of proxy.

  • Article 11 Except as provided in Article 179 of the Company Act, the shareholder shall have one voting right for each share owned in the Company.

  • Article 12 Unless otherwise provided by the Company Act, a resolution of the shareholders’ meeting shall be adopted by the consent of a majority of the votes represented by those in attendance at the meeting, in person or by proxy, by shareholders who represent a majority of the total issued shares.

  • Article 12-1 The Company limited by shares which is organized by a single juristic person shareholder shall be free from restrictive requirement set out in this Chapter. The functional duties and power of the shareholders' meeting of such company shall be exercised by its board of directors.

33

Chapter IV

Board of Directors and Supervisors

  • Article 13 The Company shall have five to nine directors and two to three supervisors, who shall hold the office for a term of three years and be elected from people with legal capacity at the shareholders’ meeting. Directors and supervisors are eligible for reelection.

  • Article 13-1 Pursuant to relevant regulations, the Company’s board of directors shall include two independent. The candidates for independent directors shall be nominated and shall be elected from the list of candidates during the shareholders’ meeting.

  • Professional qualification , number of shareholdings, restrictions regarding holding other jobs, nomination and election of independent directors and others compliance matters shall be governed by relevant regulations set forth by the competent authority.

  • Article 13-2 An independent director of the Company shall meet one of the following professional qualification requirements, together with at least seven years work experience:

  • An instructor or higher in a department of commerce, law, finance, accounting, or other academic department related to the business needs of the company in a public or private junior college, college, or university.

  • A judge, public prosecutor, attorney, certified public accountant, or other professional or technical specialist who has passed a national examination and been awarded a certificate in a profession necessary for the business of the company.

  • Have work experience in the area of commerce, law, finance, or accounting, or otherwise necessary for the business of the company.

  • Have work experience in management.

    • A person to whom any of the following circumstances applies may not serve as an independent director, or if already serving in such capacity, shall ipso facto be dismissed:

  • Any of the circumstances in the subparagraphs of Article 30 of the Company Act.

  • Elected in the capacity of the government, a juristic person, or a representative thereof, as provided in Article 27 of the Company Act.

  • Any violation of the independent director qualification requirements set out in Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.

Article 13-3 The Company’s election for directors and supervisors are adopting single

34

registered and cumulative election. The candidates’ name can be represented as numbers on the ballot. Each share has same right to vote toward the numbers of directors and supervisors. It is allowed to give all the votes to a single candidate or separate to several candidates. If the above Article shall be advised, except as provided in Article 172 of the Company Act, it shall be itemized the amendment comparison table in the notice to convene a meeting of shareholders.

Article 14 The board of directors shall consist of the directors of the Company; the chairman and the vice president of the board of directors shall be elected from among the directors by a majority of directors in attendance at a meeting attended by at least two-thirds of the directors. The chairman of the board of directors shall represent the Company in external matters. Article 15 If the chairman of the board of directors is on leave or cannot exercise powers or perform duties for any reason, an acting chairman shall be designated in accordance with Article 208 of the Company Act.

  • Article 15-1 Directors shall attend meetings of the board of directors in the preceding paragraph in person. If a director is unavailable to attend a meeting in person, the director may issue a power of attorney for the given meeting specifying the scope of the authorized powers to authorize another director to attend the meeting on the director's behalf, provided that a director may represent only one other director at a meeting. In the event that a board of directors meeting is held through video conference, a director who participates in the meeting by means of video system shall be deemed to have attended in person.

  • Article 15-2 Seven days prior to the convening of a meeting of the board of directors, notice shall be sent to all directors, specifying the reasons for calling the meeting, though in emergency situations, a meeting may be called whenever necessary. Notice of the convening of a meeting described in the preceding paragraph may be in writing, by fax or by e-mail notification thereof.

  • Article 16 When the Company’s directors and supervisors perform Company duties, the Company may pay remuneration regardless of whether the Company operates at a profit or loss. The board of directors is authorized with powers to resolve the rates of such remuneration based on the extent of their participation in the Company’s business operations or value of their contribution, at a level consistent with general practices in the industry.

  • The Company’s directors and supervisors’ allowances are authorized the board of directors regardless of whether the Company operates at a profit

35

or loss.

Chapter V Managers

Article 17 The Company may appoint managers, whose commissioning,

  • decommissioning and pay rate shall be as pursuant to Article 29 of the Company Act.

Chapter VI

Finance

Article 18 After the close of each fiscal year (1/1~12/31), the following reports shall

be prepared by the board of directors and submitted to the regular

shareholders’ meeting by the supervisors for reviewing and for ratification.

  1. Business Report.

  2. Financial Statements.

  3. Proposal Concerning Appropriation of Net Profits or Recovering of Losses.

Article 19 Deleted

  • Article 20 More than 0.5% of profit of the current year distributable as employees' compensation and less than 0.3% of the current year distributable as

  • directors and supervisors’ compensation shall be definitely specified in the Articles of Incorporation. However, the company's accumulated losses shall have been covered.

  • The profit in the preceding Paragraph shall be defined as the profit before tax which already deducted employees’ compensation and directors and supervisors’ compensation.

  • Qualification requirements of employees, including the employees of subsidiaries of the company meeting certain specific requirements set by the board of directors.

  • Article 20-1 The Company, when allocating its surplus profits after having paid all taxes, recovering losses shall first set aside ten percent of said profits as legal reserve. Where such legal reserve amounts to the total authorized capital, this provision shall not apply. Appropriate or return to Special capital reserve pursuant to applicable law or operation need. As to the un-appropriated earnings and earnings available for appropriation of this year, the board of directors is authorized to draft an appropriation plan in accordance with the dividend policy and submit the draft to the shareholder's meeting for approval.

  • Article 20-2 The distribution of the dividends of the Company will coordinate with the surplus of that year based on the principle of stabilization. The board

36

of directors shall propose the allocation ratio and propose it at the shareholders’ meeting. The appropriated earnings shall more than 50% of the current year after tax profit. If the earnings available for appropriation less than the current year after tax profit, it shall be allocated in earnings available for appropriation. Cash dividends shall not be less 10% of total shareholder dividends.

Article 20-3 The Company’s major subsidies’ shall formulate dividend policy. The board of directors shall propose it when major subsidiaries have the un-appropriated earnings, and the independent directors must attend. The Company shall disclose the decision to Market Observation Post System and apply it to Taipei Exchange.

Article 21 Any matters not sufficiently provided for in these Articles of Incorporation shall be handled in accordance with the Company Act.

Article 22 These Articles of Incorporation were enacted on January 15, 1987. The 1st amendment was made on June 29, 1990. The 2nd amendment was made on May 10, 1991. The 3rd amendment was made on October 15, 1991. The 4th amendment was made on December 13, 1991. The 5th amendment was made on January 16, 1992. The 6th amendment was made on May 7, 1996. The 7th amendment was made on April 2, 2001. The 8th amendment was made on June 27, 2001. The 9th amendment was made on September 1, 2001. The 10th amendment was made on October 6, 2001. The 11th amendment was made on June 3, 2002. The 12th amendment was made on December 1, 2002. The 13th amendment was made on April 12, 2004. The 14th amendment was made on January 25, 2005. The 15th amendment was made on June 30, 2005. The 16th amendment was made on June 30, 2005. The 17th amendment was made on June 19, 2006. The 18th amendment was made on March 2, 2007. The 19th amendment was made on June 20, 2007. The 20th amendment was made on June 23, 2008. The 21st amendment was made on June 16, 2009. The 22nd amendment was made on June 9, 2010. The 23rd amendment was made on June 28, 2011. The 24th amendment was made on June 6, 2012.

37

The 25th amendment was made on August 23, 2012. The 26th amendment was made on June 17, 2013. The 27th amendment was made on June 4, 2014. The 28th amendment was made on June 3, 2015. The 29th amendment was made on May 31, 2016.

T3EX Global Holdings Corp Chairman: David Yen

38

Appendix 2: Shareholding of Directors and Supervisors

T3EX Global Holdings Corp

Shareholding of Directors and Supervisors

  1. As of 04/21/2017, all directors and supervisors minimum shareholding number and actually registered holding shares.
Title Title Title Minimum number of
shares to be held		 Minimum number of
shares to be held		 Minimum number of
shares to be held		 Shares actually held in
share register		 Shares actually held in
share register		 Shares actually held in
share register
Directors 8,000,000 12,495,731
Supervisors 800,000 1,847,362
2.
As of 04/21/2017, table of shares held byall directors and
Position Name Date
elected		 Term
(year)		 Shareholding
while elected
Current shareholding		 Remarks
Shares Shares Shareholding
ratio
President David Yen 2016.05.31 3 1,225,197 796,490 0.67%
Director Tony Lin 2016.05.31 3 1,258,116 1,290,728 1.09%
Director Hope Ocean
International Ltd
Representative:
Ji-Zhi Hsieh		 2016.05.31 3 3,273,798 3,339,143 2.82%
Director Dynamic Ocean
Group Limited
Representative:
Carl Wei		 2016.05.31 3 5,086,865 3,912,398 3.30%
Director Jack Lai 2016.05.31 3 1,865,566 1,917,552 1.62%
Director Benison Hsu 2016.05.31 3 1,153,734 1,191,762 1.00%
Director PCL
TRANSASIA
INTERNATIO
NAL LTD
Representative:
Eric Lin		 2016.05.31 3 46,726 47,658 0.04%
Independen
t Director		 Li-Chiu Chang 2016.05.31 3 － － －
Independen
t Director		 Ming-Hsu Tsai 2016.05.31 3 － － －
Total 13,910,002 12,495,731 10.54% －
Supervisor YI-WEI
INVESTMENT
Representative:		 2016.05.31 3 1,296,889 1,322,774 1.12%

39

Chin-Chou Hsu
Supervisor BAO-JYUE
INVESTMENT
Representative:
Mao-JenChen		 2016.05.31 3 514,323 524,588 0.44%
Supervisor Shen-Li Liao 2016.05.31 3 － － －
Total 1,811,212 1,847,362 1.56%

Appendix 3: Directors’ Compensation and Employees’ Profit Sharing

Item Approved in
Board of
Directors
Meeting（A）		 2016
Income
Statement
（B）		 Variation
（A-B）		 Resolution
Employee
Bonus – in
Stock		 0 0 0 None
Employee
Bonus – in
Cash		 691,803 691,803 0 None
Directors' and
Supervisors'
Remuneration		 4,150,809 4,150,809 0

Appendix 4: The Impact of Stock Dividend Issuance on Business Performance, EPS, and Shareholder Return Rate:

Pursuant to Regulations Governing the Publication of Financial Forecasts of Public

Companies, the Company don’t disclose financial forecast. It does not apply.

40

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