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T3EX — AGM Information 2018
Jun 27, 2018
52176_rns_2018-06-27_393c8fc1-1648-4cb6-9aa0-56273fba3d41.pdf
AGM Information
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Stock Code: 2636
T3EX Global Holdings Corp. 2018 Annual Meeting of Shareholders
(Translation)
Meeting Agenda Handbook
MEETING TIME: 06 26, 2018
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……………...……………..................................... | P7 | |
| 4. Special Motion………………………...………………………………………..... | P9 |
|
| 5. Meeting Adjourned…………………………………….………………………… | P9 | |
| III. Attachments…………………………………….……………………………….. | P10 | |
| 1. 2017 Business Reports……………………….………………………………… | P10 | |
| 2. Audit Report by Supervisors………………………………...…………………… | P12 |
|
| 3. Financial Statement………………………………………………………………. | P13 |
|
| IV. Appendices………………………………………………………………………. | P29 | |
| 1. Articles of Incorporation………………………………………………………... | P29 | |
| 2. Shareholdings of Directors and Supervisors…………………………………….. | P36 | |
| 3. Directors’ Compensation and Employees’ Profit Sharing……………………….. | P37 | |
| 4. The Impact of Stock Dividend Issuance on Business Performance, EPS, and Shareholder Return Rate…………………………………………………………. |
P37 |
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T3EX Global Holdings Corp.
Time: 9:30 a.m., June 26, 2018
Place: Cathay Financial Conference Hall, G Room
( No.9, Songren Rd., Xinyi Dist., Taipei City 110, Taiwan)
I. Procedure for the 2018 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）2017 Business Report -
（2）Supervisor’s review report on the 2017 financial statements -
（3）2017 distribution report of compensation of directors and supervisors and employee bonus. -
（4）The status of 2017 endorsement and guarantee -
（5）Amendment to the “Procedures for Ethical Management and Guidelines for Conduct” -
（6）Other report items
2. Proposed Resolutions
-
（1）Adoption of the 2017 business report and financial statements -
（2）Adoption of the proposal for distribution of 2017 profits
3. Discussion Items
-
（1）Proposal for cash distribution out of capital surplus -
（2）Amendment to the Operational procedures for Acquisition and Disposal of Assets -
（3）Amendment to the Operational Procedures for Endorsements and Guarantees -
（4）Proposal of Release the Prohibition on Directors from Participation in Competitive Business
4. Special Motion
5. Meeting Adjourned
3
1. Report Items
Report No.1
2017 Business Reports.
Explanation:
Please refer to page 10-11 (Attachment 1) for details.
Report No.2
Supervisor’s review report on the 2017 financial statements.
Explanation:
Please refer to page 12 (Attachment 2) for details.
Report No.3
2017 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 2017 profit before distribution was NT$250,747,210 which distributed 0.5% (NT$1,253,737) employee bonus and distributed 3% (NT$ 7,522,416) compensation of directors and supervisors with cash.
Report No.4
The status of 2017 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$27,336 thousands and the actual usage amount was NT$0.
-
iii.The Company has endorsed the bank contract for the future operating capital of T.H.I. Group (Shanghai) Ltd. The end of
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year balance was NT$45,560 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$27,336 thousands and the actual usage amount was NT$24,029 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$22,780 thousands and the actual usage amount was NT$11,390 thousands.
-
vi.T.H.I. Group (Shanghai) Ltd. has endorsed the bank contract for the future operating capital of EXer Logistics Co., Ltd. The end of year balance was NT$13,668 thousands and the actual usage amount was NT$ 0.
-
vii.Shanghai YaoHwa International Forwarder Co., Ltd. has endorsed the bank contract for the future operating capital of EXer Logistics Co., Ltd. The end of year balance was NT$9,112 thousands and the actual usage amount was NT$ 0.
-
viii.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$3,189 thousands and the actual usage amount was NT$1,919 thousands.
Report No.5
Amendment to the “Procedures for Ethical Management and Guidelines for Conduct”.
Explanation:
To follow the Corporate Governance Best Practice Principles, amended the Company’s the “Procedures for Ethical Management and Guidelines for Conduct”
Report No.6
Other report items
Explanation:
5
The status of proposal from shareholders: The Company didn’t receive any proposal during the period of proposal from April 24, 2018 to May 4, 2018.
2. Proposed Resolutions
(1) Proposal: (Proposed by the Board)
Adoption of the 2017 business report and financial statements.
Explanation:
-
i.The Company’s 2017 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 have been approved by the board of directors on March 26, 2018 and examined by the supervisors.
-
ii.The 2017 business report, independent auditors’ audit report, and the above-mentioned financial statements were attached in the Meeting Agenda, please refer to page 13~28 (Attachment 3).
Resolution:
(2) Proposal: (Proposed by the Board)
Adoption of the proposal for distribution of 2017 profits.
Explanation:
- i.The board has adopted a proposal for distribution of 2017 profits. Please refer to the below of 2017 PROFIT DISTRIBUTION TABLE.
T3EX Global Holdings Corp. PROFIT DISTRIBUTION TABLE Year 2017
（ Unit: NTD ＄）
| BeginningRetained Earnings | 16,137,788 | |
|---|---|---|
| Less: Remeasurement of defined benefit obligation in 2017 | (2,461,747) |
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| Less: Premium acquisition of the Company’s subsidiary | (6,033,767) | (8,495,514) |
|---|---|---|
| fund raising | ||
| Adjusted BeginningRetained Earnings | 7,642,274 | |
| Add: Netprofit after tax | 240,109,528 | |
| Less: 10% legal reserve | (24,010,953) | |
| Less: special reserve | (111,961,147) | 104,137,428 |
| Distributable Net Profit | 111,779,702 | |
| Distributable items: | ||
| Shareholders Bonus- Stock Dividends | 0 | |
| Shareholders Bonus- Cash Dividends(NT$0.9per share) | (104,216,762) | (104,216,762) |
| Unappropriated retained earnings | 7,562,940 |
-
ii.After the proposal is approved by the Shareholders’ Meeting, the Chairman is authorized to determine the distribution record date, the dividend distribution date and other related detail.
-
iii.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 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
- (1) Proposal: (Proposed by the Board)
Proposal for cash distribution out of capital surplus
Explanation:
-
i.According to the Company long term dividend policy, the Company has distributed NT$46,318,561 from capital surplus.(NT$ 0.4 per share in cash).
-
ii.After the proposal is approved by the Shareholders’ Meeting, the
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Chairman is authorized to determine the distribution record date, the dividend distribution date and other related detail.
- iii.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 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.
iv.Please proceed to discuss.
Resolution:
(2) Proposal: (Proposed by the Board)
Amendment to the Operational procedures for Acquisition and Disposal of Assets.
Explanation:
- i.To meet the actual business needs, the Company hereby proposes to amend the Operational procedures for Acquisition and Disposal of Assets.
ii.Please proceed to discuss.
Resolution:
- (3) Proposal: (Proposed by the Board)
Amendment to the Operational Procedures for Endorsements and Guarantees
Explanation:
- i.To meet the actual business needs, the Company hereby proposes to amend the Operational Procedures for Endorsements and Guarantees.
ii.Please proceed to discuss.
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Resolution:
-
(4) Proposal: (Proposed by the Board)
-
Proposal of Release the Prohibition on Directors from Participation in Competitive Business
Explanation:
-
i.According to the Article 209 of Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
-
ii.The Company’s independent director, Ming-Hsu Tsai, was elected be the independent director of YANG MING MARINE TRANSPORT CORP.(YANG MING)
-
iii.Because YANG MING has been the Company’s main supplier, proposal for release the prohibition on Ming-Hsu Tsai from participation in YANG MING and the Company business.
-
iv.Please proceed to discuss.
Resolution:
4. Special Motion
5. Meeting Adjourned
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Attachment 1: 2017 Business Report
Now, I hereby thanks to every shareholders on behalf of T3EX group for your cares and supports. 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 provide an international logistics services but also 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.
2017 Review
| Expressed in thousands of New Taiwan Dollars |
2017 |
2016 | YoY |
|---|---|---|---|
| Revenue | 10,537,008 | 9,744,113 | 8.14% |
| Gross Profit | 1,924,035 | 1,794,218 | 7.24% |
| Gross Margin | 18.26% | 18.41% | -0.15% |
| Operatingincome | 396,445 | 193,165 | 105% |
| Profit after tax | 252,737 | 121,176 | 108% |
| EPS(Dollars) | 2.07 | 1.11 | 86% |
The rise of ocean and air freight resulted in the company’s year 2017 revenue increased 8.14% compared to year 2016. And through a strong expense control execution, the company’s operating expense decreased 4.6% compared to year 2016. The year 2017 profit after tax reached NT$ 252,737 thousands, increased by 108% over the same period last year. The year 2017 EPS reached NT$2.07(YoY 86% growth).
On the performance results of various products, ocean revenue was NT$5.905 billion, increased by 5.95% over the same period last year. The gross profit reached NT$ 1.132 billion, increased by 1.41% over the same period last year. In year 2017, the turnaround of global economic increased ocean trade activities, so the Company’s ocean freight volume increased by 4.09% over the same period last year. About the ocean freight, because the shipping capacity was nearly equal to cargo demand, the ocean freight was risen compared to last year, the freight growth rate in USWC, USEC and Europe respectively was 21%, 22%, 12%.
Air revenue in year 2017 was NT$ 3.03 billion, increased by 18.95% over the same period last year. The gross profit reached NT$ 0.427 billion, increased by 8.01% over the same period last year. In year 2017, the global electronical industry grew up fast, such as global vehicle electronics investment, the release of consumer electronical product, the surge of global virtual currency, the spread of global game competition, which enhanced the volume of cross-border air cargo from electronical supply chain. The speedy development of global cross border e-commerce also resulted the high demand of air cargo. The company’s air freight volume increased by 13.63% over the same period last year. However, the air space didn’t expand to meet the growth of air cargo, the air freight was risen up since the start of the year. Especially in 4Q 2017, the oil price surged and the air freight also reached the historic hike in this
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two years.
Logistics revenue in year 2017 was NT$ 1.629 billion, down by 1.04% over the same period last year. The gross profit was NT$ 0.365 billion, increased by 29.15% over the same period last year. The decrease of logistics revenue as a result of the downgrade of China last-mile logistics service and the reduction of the low profit orders. The company’s logistics revenue decreased but profit increased.
2018 Outlook
In 1Q 2018, the global economic is growing stably. The company’s revenue was NT$ 2.439 billion, merely increased 0.07% than last year, but the profit grew 122% compared to the same period last year. The main reason were the growth of freight volume and the efficiency of custom structured adjustment.
Looking forward this year, about the international freight, the Company expect the shipping capacity is still oversupply, and the ocean freight should depend on the shipping capacity adjustment from shipping companies. The air freight would rise by international oil price soaring. For the cargo demand, the Company expect the global trade activities is still strong, the freight volume could grow. However, the US-China trade war is still unclear, and it would affect the future global trade. About the China logistics market, the domestic consumption is still sharply growing, the Company expect the import cargo will grow speedily, the import supply-chain logistics services is the next growth momentum.
Future operating strategy and development plan
Thanks to the fast growth of cross-border e-commerce, logistics become the key role of integration of virtual and actual economic. The logistics service providers should transform labor-intensive module to supply-chain service providers.
The Company will continue to integrate internal resource with the asset-light strategy. The below are the main operating strategy and development plan in this year:
-
Expand the China-Russia-Europe Railway Service.
-
Through B2B2C warehouse system combination and logistics platform cooperation provide total the logistics total solution services of warehouse-truck transport-express.
-
Combination overseas locations and agents with China warehouse and transportation service to develop import logistics.
-
Develop cross border e-commerce logistics including Inter-Asia, USA and Europe area.
We will continue to strengthen our expertise and create greater values for our shareholders.
Chairman: David Yen
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Attachment 2: Audit Report by Supervisors
T3EX Global Holdings Corp. Audit Report by Supervisors
Date: March 26, 2018
The Board reports the financial statement, business report, and earnings distribution proposal of 2017, 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:
2018 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
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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, 2017 and 2016, the consolidated statement of comprehensive income, consolidated statement of changes in equity and cash flows for the year ended December 31, 2017 and 2016, 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, 2017 and 2016,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(n) "Revenue recognition" of consolidated financial statements and Note 6(u) "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.
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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(k) and (l) "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(g) "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 the 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 evaluated 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, 2017 and 2016, on which we have expressed
an unqualified opinion.
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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:
-
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.
-
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.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
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.
-
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.
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- 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 26, 2018
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(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
T3EX GLOBAL HOLDINGS CORP. AND ITS SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2017 and 2016
(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(e) & (y)) 1170 Accounts receivable(notes 6(e) & (y)) 1180 Accounts receivable-related parties (notes 6(e), (y) &7) 1470 Other current assets(notes 6(e), (g), (j), (y) & 8) Current assets Non-current assets: 1524 Non-current available-for-sale financial assets (notes 6(c) & (y)) 1543 Financial assets measured at cost－non current (notes 6(d) & (y)) 1550 Equity-accounted investees (note 6(f)) 1600 Property, plant and equipment (notes 6(h) & 8) 1805 Goodwill (notes 6(i)) 1821 Other intangible assets (notes 6(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, 2017 Amount % $ 1,491,532 29 7,131 - 126,823 2 65,899 1 1,697,982 33 4,056 - 430,922 8 |
December 31, 2016 Amount % 1,448,581 30 7,107 - 29,432 1 31,651 1 1,629,766 34 511 - 334,301 6 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 1,332,096 28 4,813,445 100 Liabilities and Equity Current liabilities: 2100 Short-term borrowings (notes 6(k) & (y)) 2120 Financial liabilities at fair value through profit or loss-non current (note 6(b), (m) & (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 2321 Current portion of convertible bonds (notes 6(m) & (y)) 2399 Other current liabilities (notes 6(g) & (y)) Current liabilities Non-Current liabilities: 2500 Non-current financial liabilities at fair value through profit or loss (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) & (r)) : 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, 2017 | December 31, 2017 | December 31, 2017 |
|---|---|---|---|---|---|
| Amount | % | Amount | |||
| 3,824,345 73 |
|||||
| 92,400 2 38,800 1 66,585 1 301,090 6 527,494 10 102,815 2 42,421 1 137,153 3 44,448 1 |
2,700,287 53 2,013,714 42 |
||||
| - - 2 - - - 290,691 5 84,657 2 82,709 2 - - 40,835 1 |
|||||
| 84,657 2 414,237 8 |
|||||
| 2,784,944 55 2,427,951 50 |
|||||
| 1,185,655 22 1,195,264 25 872,754 17 865,337 17 424,932 8 285,955 7 (137,519) (3) (25,556) (1) (66,349) (1) (61,801) (1) |
|||||
| 1,353,206 27 |
|||||
2,279,473 43 2,259,199 47 |
|||||
| 113,134 2 126,295 3 |
|||||
| 2,392,607 45 2,385,494 50 |
|||||
| $ 5,177,551 100 4,813,445 100 |
|||||
| $ 5,177,551 100 |
|||||
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, 2017 AND 2016 (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(g) & (x)) 7060 Share of profit of equity-accounted investees (note 6(f)) 7510 Financial cost (note 6(m) & (x)) 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) |
2017 | % 100 82 |
2016 | % 100 82 18 12 4 16 2 - 1 - - 3 1 2 - - - (2) - - (2) (2) 2 - 2 - - - 1.11 1.04 |
|---|---|---|---|---|
| Amount $ 10,537,008 8,612,973 |
Amount 9,744,113 7,949,895 |
|||
1,924,035 |
18 | 1,794,218 |
||
1,089,712 437,878 |
11 4 |
1,135,050 466,003 |
||
1,527,590 |
15 | 1,601,053 |
||
396,445 |
3 | 193,165 |
||
9,708 (24,917) 349 (27,556) |
- - - - |
9,454 50,310 (201) (26,124) |
||
354,029 101,292 |
3 1 |
226,604 105,428 |
||
252,737 |
2 | 121,176 |
||
(2,462) - |
- - |
(5,905) - |
||
| (2,462) | - | (5,905) | ||
(92,886) (23,045) - |
(1) - - |
(125,138) (6,422) - |
||
| (115,931) | (1) | (131,560) |
||
(118,393) |
(1) |
(137,465) |
||
$ 134,344 |
1 |
(16,289) |
||
$ 240,110 12,627 |
2 - |
130,487 (9,311) |
||
$ 252,737 |
2 | 121,176 |
||
$ 125,685 8,659 |
1 - |
248 (16,537) |
||
$ 134,344 |
1 | (16,289) |
||
$ |
2.07 | |||
| $ | 1.93 |
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, 2017 and 2016
(Expressed in Thousands of New Taiwan Dollars)
Equity attributable to owners of parent
| Balance at January 1, 2016 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 Issue new stocks for share base payment Purchase of treasury share Change in ownership interests in subsidiaries Changes in non-controlling interests Balance at December 31, 2016 Profit for the year Other comprehensive income Total comprehensive income Appropriation and distribution of retained earnings: Legal reserve Special reserve Cash dividends Issue of common stock for convertible bonds Issue new stocks for share base payment Purchase of treasury share Retirement of treasury share Changes in ownership interests in subsidiaries Changes in non-controlling interests Balance at December 31, 2017 |
Share capital Ordinary shares Capital surplus |
|---|---|
- - - - 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 4,080 1,142 - - - - - - - - 5,222 - 5,222 - - - - - - - - - (51,165) (51,165) - (51,165) - (12,068) - - - - - - - - (12,068) 12,068 - - - - - - - - - - - - 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 - - - - 240,110 240,110 - - - - 240,110 12,627 252,737 - - - - (2,462) (2,462) (88,918) (23,045) (111,963) - (114,425) (3,968) (118,393) |
|
- - - - 237,648 237,648 (88,918) (23,045) (111,963) - 125,685 8,659 134,344 |
|
- - 13,049 - (13,049) - - - - - - - - - - - 18,440 (18,440) - - - - - - - - - - - - (92,637) (92,637) - - - - (92,637) - (92,637) 13,756 15,544 - - - - - - - - 29,300 - 29,300 275 77 - - - - - - - - 352 - 352 - - - - - - - - - (56,159) (56,159) - (56,159) (23,640) (27,971) - - - - - - - 51,611 - - - - 19,767 - - (6,034) (6,034) - - - - 13,733 (17,231) (3,498) - - - - - - - - - - - (4,589) (4,589) |
|
$ 1,185,655 872,754 151,624 25,556 247,752 424,932 (118,509) (19,010) (137,519) (66,349) 2,279,473 113,134 2,392,607 |
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, 2017 and 2016 (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 evaluation of investments payable Loss on impairment of goodwill Gain on evaluation of investments payable Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Changes in operating assets: 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 (decrease) in other current liabilities Increase 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 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 The capital increase of subsidiary 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 Repayments of bonds Repayments of long-term debt Payment of cash dividends Exercise of employee share options Payments to acquire treasury shares Change in non-controlling interests Net cash flows used in financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2017 $ 354,029 40,656 16,451 3,442 (24) 27,556 (5,976) - (349) 2,004 (7,161) 31,892 (45,122) |
2016 226,604 43,767 20,446 1,634 129 26,124 (4,729) (288) 201 (17,960) (16,283) 36,092 - |
|---|---|---|
63,369 |
89,133 |
|
(34,248) (70,171) (3,546) (63,204) (3,957) |
2,031 (194,319) 910 (63,625) (1,823) |
|
(175,126) |
(256,826) |
|
14,873 (33,047) (580) 17,572 (3,963) (512) |
3,141 131,383 1,004 (92,140) 3,097 (8,106) |
|
(5,657) |
38,379 |
|
(180,783) |
(218,447) |
|
(117,414) |
(129,314) |
|
236,615 5,976 (14,685) (74,594) |
97,290 4,729 (5,447) (87,853) |
|
153,312 |
8,719 |
|
- (261,017) 55,342 (8,894) (3,498) (33,572) 2,478 3,309 (24,401) (39,358) - 3,630 |
296 (90,533) 95,991 (10,381) - (32,236) 23,210 (7,552) (4,953) (175,427) (91,391) 3,978 |
|
(305,981) |
(288,998) |
|
500,000 - (65,400) - (92,637) 352 (56,159) (4,589) |
451,000 (20,000) - (1,141) (206,341) 5,222 (51,165) 1,137 |
|
281,567 |
178,712 |
|
(85,947) |
(117,331) |
|
42,951 1,448,581 |
(218,898) 1,667,479 |
|
$ 1,491,532 |
1,448,581 |
20
I n d e p e n d e n t A u d i t o r s ’ A u d i t R e p o r t
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, 2017 and 2016, the statement of comprehensive income, changes in equity and statement of cash flows for the years ended December 31, 2017 and 2016, 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, 2017 and 2016, 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.
- Revenue recognition
Please refer to Note 4(n) "Revenue recognition" of financial statement and Note 6(q) "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.
21
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 investees impairment assessment
Please refer to Note 4(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 (e) 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.
22
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:
-
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.
-
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.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
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.
-
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.
-
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.
23
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 26, 2018
24
(English Translation of Financial Statements and Report Originally Issued in Chinese)
T3EX GLOBAL HOLDINGS CORP.
Balance Sheets
December 31, 2017 and 2016
(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: 1524 Non-current available-for-sale financial assets (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, 2017 Amount % $ 66,898 2 7,131 - 126,818 4 45,726 1 100,000 3 64,912 2 |
December 31, 2016 Amount % 32,410 1 7,107 - 29,432 1 46,520 1 204,855 7 54,945 2 375,269 12 - - 2,723,486 81 192,995 6 8,151 - 6,549 - 2,176 - 47,524 1 2,980,881 88 3356150 100 Liabilities and Equity Current liabilities: 2100 Short-term borrowings (notes 6(i) & (s)) 2120 Financial liabilities at fair value through profit or loss-non current(note) 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 2321 Long-term loans payable,current portion (notes 6(j) & (s)) 2399 Other current liabilities (notes 6(e) & (s)) Current liabilities Non-Current liabilities: 2500 Total non-current financial liabilities at fair value through profit or loss (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(f) & (s)) Non-current liabilities Total liabilities Equity attributable to owners of parent (notes 6(j), (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, 2017 | December 31, 2017 | December 31, 2017 |
|---|---|---|---|---|---|
| Amount | % | Amount | |||
411,485 12 |
|||||
92,400 3 2,889,911 79 188,478 5 22,614 1 6,549 - 426 - - - |
|||||
1,310,103 36 743,136 21 |
|||||
- - 2 - - - 290,691 8 22,287 2 22,287 1 - - 40,835 1 |
|||||
22,287 2 353,815 10 |
|||||
| 3,200,378 88 |
1,332,390 38 1,096,951 31 |
||||
1,185,655 33 1,195,264 36 872,754 24 865,337 27 424,932 11 285,955 9 (137,519) (4) (25,556) (1) (66,349) (2) (61,801) (2) |
|||||
2,279,473 62 2,259,199 69 |
|||||
| $ 3611863 100 |
$ 3,611,863 100 3,356,150 100 |
25
(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, 2017 and 2016
(Expressed in T h o u s a n d s o f N e w T a i w a n D o ll a r s , E x c e p t f o r E a r n i n g s P e r C o m m o n S h a r e )
| 4000 Net revenue (note 6(f), (q) & 7) 5000 Cost of revenue (note 6(j), (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 8349 Income tax related to 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 8391 Other components of other comprehensive income that will be reclassified to profit or loss 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 (TWD) Earnings per share (note 6(o)) Diluted earnings per share |
2017 | 2017 | % 100 28 |
% 100 28 |
2016 | % 100 39 61 61 3 5 (11) 58 1 57 1 (3) - (2) (51) (1) (2) (54) (56) 1 |
|---|---|---|---|---|---|---|
| Amount $ 289,873 81,938 |
Amount 230,812 90,198 |
|||||
207,935 |
72 | 140,614 |
||||
207,935 |
72 | 140,614 |
||||
6,067 48,966 (20,996) |
2 17 (7) |
6,530 11,244 (24,870) |
||||
241,972 1,862 |
84 1 |
133,518 3,031 |
||||
240,110 |
83 | 130,487 |
||||
35 (2,497) - |
- (1) - |
1,349 (7,254) - |
||||
| (2,462) | (1) | (5,905) | ||||
(88,918) (23,045) - |
(31) (8) - |
(117,912) (2,107) (4,315) |
||||
| (111,963) | (39) (40) |
(124,334) |
||||
(114,425) |
(130,239) |
|||||
$ 125,685 |
43 |
248 |
||||
$ 2.07 |
1.11 | |||||
| $ 1.93 |
1.04 |
26
(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, 2017 and 2016 (Expressed in Thousands of New Taiwan Dollars)
| Balance at January 1, 2016 Profit (loss) Other comprehensive income Total comprehensive income Appropriation and distribution of retained earnings: Legal reserve appropriated Cash dividends of ordinary share Stock dividends of ordinary share Other changes in capital surplus: Share-based 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 Profit (loss) Other comprehensive income Total comprehensive income Appropriation and distribution of retained earnings: Legal reserve appropriated Special reserve appropriated Cash dividends of ordinary share Issue of common stock for convertible bonds Issue new stocks for share bnse payment Purchase of treasury share Retirement of treasury share Changes in ownership interests in subsidiaries Balance at December 31, 2017 |
Ordinary shares |
Capital surplus |
Retained earnings | Retained earnings | **Total ** | other equity interest Unrealized gains (losses) on available-for-s ale financial assets Total other equity interest 10,457 98,778 |
other equity interest Unrealized gains (losses) on available-for-s ale financial assets Total other equity interest 10,457 98,778 |
Treasury shares |
Total equity 2,506,418 |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchange differences on translation of foreign financial statements |
Unrealized gains (losses) on available-for-s ale financial assets |
||||||||||||
| Legal reserve |
Special reserve |
Unappropriate d retained earnings |
Total retained earnings |
||||||||||
| $ 1,160,421 | 867,214 |
111,358 | 7,116 | 272,167 |
390,641 | 88,321 |
10,457 |
98,778 | (10,636) |
||||
| - - |
- - |
- - |
- - |
130,487 (5,905) |
130,487 (5,905) |
- (117,912) |
- (6,422) |
- (124,334) |
- - |
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 - - |
140,264 240,110 (2,462) |
285,955 240,110 (2,462) |
(29,591) - (88,918) |
4,035 - (23,045) |
(25,556) - (111,963) |
(61,801) - - |
2,259,199 240,110 (114,425) |
|||
| - | - | - | - | 237,648 |
237,648 |
(88,918) |
(23,045) |
(111,963) |
- |
125,685 |
|||
| - - - 13,756 275 - (23,640) - |
- - - 15,544 77 - (27,971) 19,767 |
13,049 - - - - - - - |
- 18,440 - - - - - - |
(13,049) (18,440) (92,637) - - - - (6,034) |
- - (92,637) - - - - (6,034) |
- - - - - - - - |
- - - - - - - - |
- - - - - - - - |
- - - - - (56,159) 51,611 - |
- - (92,637) 29,300 352 (56,159) - 13,733 |
|||
| $ 1,185,655 |
872,754 | 151,624 | 25,556 | 247,752 |
424,932 |
(118,509) |
(19,010) | (137,519) | (66,349) | 2,279,473 |
Note 1: 2017 directors' emoluments of 7,522 and employee bounds of 1,253 have been deducted from comprehensive income statements.
Note 2: 2016 directors' emoluments of 4,151 and employee bounds of 692 have been deducted from comprehensive income statements.
27
7
(English Translation of Financial Statements and Report Originally Issued in Chinese)
T3EX GLOBAL HOLDINGS CORP.
Statements of Cash Flows
For the years ended December 31, 2017 and 2016 (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 Gain on disposal of investments Gain on evaluation investments payable 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 Increase (decrease) in other payable Decrease in provisions 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 Decrease in refundable deposits Acquisition of intangible assets Increase in other receivables-related parties Receive dividends from equity method 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 Decrease in other non-current liabilities Cash dividends paid Repayments of bonds Exercise of employee share options Payments to acquire treasury shares 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 |
2017 $ 241,972 5,615 2,788 (24) 20,996 (2,469) - (234,906) (6,887) (45,122) |
2016 133,518 6,120 4,049 129 24,870 (2,682) 17 (172,130) (11,568) - (151,195) 296 2,910 68 3,274 (78) (6,545) (917) (1,104) (8,644) (5,370) (156,565) (23,047) 2,682 (4,157) (1,462) (25,984) (90,533) 85,141 (10,381) (361) - (972) (109,929) 100,984 (91,391) (175,427) (292,869) 480,000 (7,336) (206,341) - 5,222 (51,165) 220,380 (98,473) 130,883 32,410 |
|---|---|---|
(260,009) |
||
- 794 - |
||
| 794 | ||
| (763) 1,315 - 4 |
||
| 556 | ||
| 1,350 | ||
(258,659) |
||
(16,687) 2,469 (8,279) (2,794) |
||
(25,291) |
||
(260,020) 54,075 (14,903) (1,098) 1,750 (17,251) 104,855 5,704 39,869 (39,358) |
||
(126,377) |
||
400,000 - (92,637) (65,400) 352 (56,159) |
||
186,156 |
||
34,488 32,410 |
||
$ 66,898 |
28
Appendices
A p p e n d i x 1 : A r ti c l e s o f I n c o r p o r a ti o n
T3EX Global Holdings Corp Articles of Incorporation
C h a p t e r I
G e n e r a l P r o v i si o n s
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A r t i c l e 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”).
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A r t i c l e 2 The Company’s scope of business is as follows:
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H201010 Investment
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ZZ99999All business items that are not prohibited or restricted by law, except those that are subject to special approval.
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A r t i c l e 2 - 1 The Company may provide endorsements and guarantees and act as a guarantor.
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A r t i c l e 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.
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A r t i c l e 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.
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A r t i c l e 4 Public announcements of the Company shall be made in accordance with the provisions of Article 28 of the Companies Act.
C h a p t e r I I
S h a r e s
-
A r t i c l e 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.
-
A r t i c l e 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.
29
A r t i c l e 6 D e l e t e d
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A r t i c l e 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.
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A r t i c l e 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.
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A r t i c l e 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.
C h a p t e r I I I
S h a r e h o l d e r s ’ M e e t i n g
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A r t i c l e 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.
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A r t i c l e 1 0 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.
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A r t i c l e 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.
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A r t i c l e 1 2 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.
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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.
30
C h a p t e r I V
B o a r d o f D i r e c t o r s a n d S u p e r v i s o r s
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A r t i c l e 1 3 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.
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A r t i c l e 1 3 - 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.
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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.
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A r t i c l e 1 3 - 2 An independent director of the Company shall meet one of the following professional qualification requirements, together with at least seven years work experience:
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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.
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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.
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Have work experience in the area of commerce, law, finance, or accounting, or otherwise necessary for the business of the company.
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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:
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Any of the circumstances in the subparagraphs of Article 30 of the Company Act.
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Elected in the capacity of the government, a juristic person, or a representative thereof, as provided in Article 27 of the Company Act.
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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
31
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.
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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.
-
A r t i c l e 1 5 - 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.
-
A r t i c l e 1 6 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
32
or loss.
C h a p t e r V
M a n a g e r s
A r t i c l e 1 7 The Company may appoint managers, whose commissioning,
- decommissioning and pay rate shall be as pursuant to Article 29 of the Company Act.
C h a p t e r V I
F i n a n c e
A r t i c l e 1 8 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.
-
Business Report.
-
Financial Statements.
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Proposal Concerning Appropriation of Net Profits or Recovering of Losses.
Article 19 Deleted
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A r t i c l e 2 0 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.
-
A r t i c l e 2 0 - 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.
-
A r t i c l e 2 0 - 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
33
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.
A r t i c l e 2 0 - 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.
A r t i c l e 2 1 Any matters not sufficiently provided for in these Articles of Incorporation shall be handled in accordance with the Company Act.
A r t i c l e 2 2 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.
34
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
35
A p p e n d i x 2 : S h a r e h o l d i n g o f D i r e c t o r s a n d S u p e r v i s o r s
T 3 E X G l o b a l H o l d i n g s C o r p
Shareholding of Directors and Supervisors
- As of 04/28/2018, 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 04/28/2018, 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% | ||||
| Independen t Director |
Li-Chiu Chang | 2016.05.31 | 3 | － | － | － | ||||
| Independen t Director |
Ming-Hsu Tsai | 2016.05.31 | 3 | － | － | － | ||||
| Total | 13,863,276 | 12,448,073 | 10.50% | － | ||||||
| Supervisor | YI-WEI INVESTMENT Representative: Chin-Chou Hsu |
2016.05.31 | 3 | 1,296,889 | 1,322,774 | 1.12% | ||||
| Supervisor | BAO-JYUE INVESTMENT Representative: Mao-Jen Chen |
2016.05.31 | 3 | 514,323 | 524,588 | 0.44% | ||||
| Supervisor | Shen-Li Liao | 2016.05.31 | 3 | － | － | － |
36
Total 1,811,212 1,847,362 1.56%
A p p e n d i x 3 : D i r e c t o r s ’ C o m p e n s a t i o n a n d E m p l o y e e s ’ P r o f it S h a r i n g
| 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 |
1,253,737 | 1,253,737 | 0 | None |
| Directors' and Supervisors' Remuneration |
7,522,416 | 7,522,416 | 0 |
A p p e n d i x 4 : T h e I m p a c t o f St o c k D i v i d e n d I s s u a n c e o n B u s i n e s s P e r f o r m a n c e , E P S , a n d S h a r e h o l d e r R e t u r n R a t e :
Pursuant to Regulations Governing the Publication of Financial Forecasts of Public Companies, the Company don’t disclose financial forecast. It does not apply.
37