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Transcend Interim / Quarterly Report 2014

Nov 6, 2014

52092_rns_2014-11-06_efdb6501-95c6-4f7b-93c2-e97440565519.pdf

Interim / Quarterly Report

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TRANSCEND INFORMATION, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS AND REVIEW REPORT OF INDEPENDENT

ACCOUNTANTS

JUNE 30, 2014 AND 2013

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

REVIEW REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

PWCR14000031

To the Board of Directors and Stockholders of Transcend Information, Inc.

We have reviewed the accompanying consolidated balance sheets of Transcend Information, Inc. and its subsidiaries as of June 30, 2014 and 2013 and the related consolidated statements of comprehensive income for the three-month and six-month periods ended June 30, 2014 and 2013, as well as the consolidated statements of changes in equity and of cash flows for the six-month periods ended June 30, 2014 and 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to issue a report on these consolidated financial statements based on our reviews. We did not review the financial statements of equity investments accounted for under the equity method. The investment loss from these equity investments amounting to NT$1,253 thousand for both the three-month and six-month periods ended June 30, 2013, and the information of investee company as disclosed in Note 13 were solely based on the financial statements which were reviewed by other independent accountants. As of June 30, 2013, the equity investment accounted for under the equity method was NT$250,405 thousand.

We conducted our reviews in accordance with the Statement of Auditing Standards No. 36 “Engagements to Review Financial Statements” in the Republic of China. A review consists primarily of inquiries of company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards in the Republic of China, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

~1~

Based on our reviews, we are not aware of any material modifications that should be made to the consolidated financial statements referred to in the first paragraph for them to be in conformity with the “Rules Governing the Preparations of Financial Statements by Securities Issuers” and International Accounting Standard No. 34, “Interim Financial Reporting” as endorsed by the Financial Supervisory Commission.

August 7, 2014 Taipei, Taiwan Republic of China

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

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

~2~

TRANSCEND INFORMATION, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan Dollars)

(The consolidated balance sheets as of June 30, 2014 and 2013 are reviewed, not audited)

1100
1110
1147
1150
1170
1180
1200
1210
130X
1470
11XX
1523
1550
1600
1760
1840
1900
15XX
1XXX
Assets Notes June 30, 2014
AMOUNT
%
$
11,599,585
44
-
-
657,856
3
1,000
-
2,917,994
11
-
-
287,725
1
10,235
-
6,260,636
24
50,995
-
21,786,026
83
301,821
1
221,717
1
3,208,703
12
297,858
1
95,195
1
225,262
1
4,350,556
17
$
26,136,582
100
December 31, 2013
AMOUNT
%
$
11,639,505
48
-
-
123,698
1
4,158
-
2,732,001
11
-
-
254,528
1
-
-
5,075,939
21
36,311
-
19,866,140
82
264,422
1
221,255
1
3,330,875
14
303,232
1
78,915
-
183,691
1
4,382,390
18
$
24,248,530
100
June 30, 2013
AMOUNT
$
11,599,585
-
657,856
1,000
2,917,994
-
287,725
10,235
6,260,636
50,995
21,786,026
301,821
221,717
3,208,703
297,858
95,195
225,262
4,350,556
$
26,136,582
AMOUNT
$
11,639,505
-
123,698
4,158
2,732,001
-
254,528
-
5,075,939
36,311
19,866,140
264,422
221,255
3,330,875
303,232
78,915
183,691
4,382,390
$
24,248,530
AMOUNT
%
$
10,097,113
41
1,064
-
494,808
2
6,563
-
2,844,646
12
68,171
-
176,088
1
-
-
6,524,528
26
79,942
-
20,292,923
82
242,069
1
250,405
1
3,429,212
14
306,571
1
79,031
-
166,651
1
4,473,939
18
$
24,766,862
100
Current assets
Cash and cash equivalents
Current financial assets at fair
value through profit or loss
Current bond investments
without active market
Notes receivable, net
Accounts receivable, net
Accounts receivable due from
related parties, net
Other receivables
Other receivables - related
parties
Inventories, net
Other current assets
Current Assets
Non-current assets
Available-for-sale financial
assets-non-current
Investments accounted for
using equity method
Property, plant and equipment
Investment property, net
Deferred tax assets
Other non-current assets
Non-current Assets
Total Assets
6(1)
6(2)
6(3)
6(4)
7
7
6(5)
6(6)
6(7)
6(8), 7 and
8
6(9)
6(10) and 8

(Continued)

~3~

TRANSCEND INFORMATION, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan Dollars)

(The consolidated balance sheets as of June 30, 2014 and 2013 are reviewed, not audited)

June 30, 2014 December 31, 2013 December 31, 2013 June 30, 2013
Liabilities and Equity Notes AMOUNT % AMOUNT % AMOUNT %
Current liabilities
2100 Short-term borrowings 6(11) $ 681,815 3 $ 579,040 2 $ 151,800 -
2120 Financial liabilities at fair value
6(2)
through profit or loss - current 6,240 - - - - -
2150 Notes payable 4 - 1,215 - 3,780 -
2170 Accounts payable 2,721,654 10 2,669,584 11 2,243,697 9
2180 Accounts payable to related 7
parties 68,057 - 45,801 - 24,136 -
2200 Other payables 6(15) 3,246,798 13 393,810 2 3,181,241 13
2230 Current tax liabilities 275,072 1 239,967 1 227,469 1
2300 Other current liabilities 34,442 - 50,013 - 37,555 -
21XX Current Liabilities 7,034,082 27 3,979,430 16 5,869,678 23
Non-current liabilities
2570 Deferred tax liabilities 378,535 2 395,542 2 387,644 2
2600 Other non-current liabilities 57,120 - 49,349 - 55,975 -
25XX Non-current Liabilities 435,655 2 444,891 2 443,619 2
2XXX Total Liabilities 7,469,737 29 4,424,321 18 6,313,297 25
Share capital 6(13)
3110 Common stock 4,307,617 16 4,307,617 18 4,307,617 18
Capital surplus 6(14)
3200 Capital surplus 4,799,075 18 4,799,075 20 4,799,075 19
Retained earnings 6(15)
3310 Legal reserve 3,053,235 12 2,733,339 11 2,733,339 11
3350 Unappropriated retained
earnings 6,509,834 25 7,975,047 33 6,643,680 27
Other equity interest 6(17)
3400 Other equity interest ( 2,916) - 9,131 - ( 30,146) -
31XX Total equity attributable to
owners of parent 18,666,845 71 19,824,209 82 18,453,565 75
3XXX Total Equity 18,666,845 71 19,824,209 82 18,453,565 75
Commitments and contingent 9
liabilities
Total Liabilities and Equity $ 26,136,582 100 $ 24,248,530 100 $ 24,766,862 100

The accompanying notes are an integral part of these consolidated financial statements. See review report of independent accountants dated August 7, 2014.

~4~

TRANSCEND INFORMATION, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Expressed in thousands of New Taiwan dollars, except Earnings Per Share) (Unaudited)

Items Notes Three months endedJune30 months endedJune30
2014 2013
4000
Operating Revenue
5000
Operating Costs
5900
Gross Profit
Operating Expenses
6100
Sales and marketing expenses
6200
General and administrative expenses
6300
Research and development expenses
6000
Total operating expenses
6900
Operating Profit
Non-operating Income and Expenses
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of profit/(loss) of associates and joint ventures accounted
for under equity method
7000
Total non-operating income and expenses
7900
Profit before Income Tax
7950
Income tax expense
8200
Profit for the period
Other Comprehensive Income
8310
Foreign exchange translation differences for foreign operations
8325
Unrealized gain (loss) on available-for-sale financial assets
8399
Income tax on other comprehensive income
8300
Other comprehensive income for period
8500
Total comprehensive income
Net Profit attributable to:
8610
Owners of parent
Comprehensive Income attributable to:
8710
Owners of parent
Earnings Per Share
9750
Basic earnings per share
9850
Diluted earnings per share

The accompanying notes are an integral part of these consolidated financial statements. See review report of independent accountants dated August 7, 2014.

~5~

TRANSCEND INFORMATION, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2014 AND 2013

(Expressed in thousands of New Taiwan Dollars)

(Unaudited)

For the six-month period ended June 30, 2013
Balance at January 1, 2013
Appropriations of 2012 earnings
Legal reserve
Cash dividends
Net income for the period
Other comprehensive income for the period
Balance at June 30, 2013
For the six-month period ended June 30, 2014
Balance at January 1, 2014
Appropriations of 2013 earnings
Legal reserve
Cash dividends
Net income for the period
Other comprehensive income for the period
Balance at June 30, 2014
Notes Equityattributable to Equityattributable to Equityattributable to Equityattributable to o wners of theparent wners of theparent Total equity
Common stock Capital Reserves Retained Earnings Other equity interest
Additional
paid-in capital
Donated assets
received
Premium from
merger
Legal reserve Unappropriated
retained
earnings
Currency
translation
differences of
foreign
operations
Unrealized gain
or loss on
available-for-
sale financial
assets
6(15)
6(17)
6(15)
6(17)
$ 4,307,617
-
-
-
-
$ 4,307,617
$ 4,307,617
-
-
-
-
$ 4,307,617
$ 4,975,222
-
(
215,381 )
-
-
$ 4,759,841
$ 4,759,841
-
-
-
-
$ 4,759,841




$
4,106
-
-
-
-
$
4,106
$
4,106
-
-
-
-
$
4,106
$
35,128
-
-
-
-
$
35,128
$
35,128
-
-
-
-
$
35,128
$ 2,448,801
284,538
-
-
-
$ 2,733,339
$ 2,733,339
319,896
-
-
-
$ 3,053,235
$ 7,639,812
(
284,538 )
(
2,584,571 )
1,872,977
-
$ 6,643,680
$ 7,975,047
(
319,896 )
(
2,886,103 )
1,740,786
-
$ 6,509,834
($
95,549 )
-
-
-
106,389
$
10,840
$
27,764
-
-
-
(
49,446 )
($
21,682 )
($
20,718 )
-
-
-
(
20,268 )
($
40,986 )
($
18,633 )
-
-
-
37,399
$
18,766
$ 19,294,419
-
(
2,799,952 )
1,872,977

86,121
$ 18,453,565
$ 19,824,209
-
(
2,886,103 )
1,740,786
(
12,047 )
$ 18,666,845

The accompanying notes are an integral part of these consolidated financial statements. See review report of independent accountants dated August 7, 2014.

~6~

TRANSCEND INFORMATION, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan Dollars)

(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES
Consolidated profit before tax for the period
Adjustments to reconcile profit before tax to net cash provided by operating
activities:
Income and expenses having no effect on cash flows
Net gains on financial assets at fair value through profit or loss

Gain on disposal of financial assets

Share of gain (loss) of associates and joint ventures accounted for using
equity method

Provision for bad debt expense

Loss (gain) on market price decline (recovery) of inventory

Net loss on financial liabilities at fair value through profit or loss

Depreciation expense

Interest income

Gains on disposal of property, plant and equipment

Changes in assets/liabilities relating to operating activities
Net changes in assets relating to operating activities
Net gain on financial assets at fair value through profit or loss
Notes and accounts receivable
Other receivables
Other receivables - related parties
Inventories
Other current assets
Increase in other non-current assets
Net changes in liabilities relating to operating activities
Net gain on financial liabilities at fair value through profit or loss
Notes and accounts payable
Other payables
Other current liabilities
Other non-current liabilities
Cash generated from operations
Interest received
Interest paid
Income tax paid
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
(Increase) decrease in bond investments without active markets
Acquisition of property, plant and equipment

Proceeds from disposal of property, plant and equipment

Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings
Net cash provided by financing activities
Effect of foreign exchange rate changes
(Decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
For the six-month
periods ended June 30,
Notes
2014
2013
$
2,010,608 $
2,155,838
6(2)(20)
- (
27,784 )
6(3)(20)
(
5,799 ) (
106,904 )
6(7)
(
462 )
1,253
6(4)
-
3,070
6(5)
2,821 (
34,410 )
6(2)(20)
6,632
-
6(21)
117,999
118,105
6(19)
(
92,869 ) (
52,963 )
6(20)
(
813 ) (
1,450 )
-
26,719
(
182,835 ) (
331,616 )
(
11,538 )
99,341
(
10,235 )
-
(
1,187,518 ) (
267,788 )
(
14,684 ) (
21,044 )
(
41,571 ) (
8,685 )
(
392 )
-
73,115 (
1,055,326 )
(
28,077 ) (
86,913 )
(
15,571 ) (
2,022 )
7,771 (
3,892 )
626,582
403,529
71,210
55,815
(
5,038 )
-
(
257,876 ) (
259,462 )
434,878
199,882
(
534,857 )
8,485
6(8)
(
65,766 ) (
31,714 )
6(8)
56,519
4,225
(
544,104 ) (
19,004 )
98,555
-
98,555
-
(
29,249 )
43,992
(
39,920 )
224,870
11,639,505
9,872,243
$
11,599,585 $
10,097,113

The accompanying notes are an integral part of these consolidated financial statements. See review report of independent accountants dated August 7, 2014.

~7~

TRANSCEND INFORMATION, INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2014 AND 2013

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS,

EXCEPT AS OTHERWISE INDICATED)

(Unaudited)

1. HISTORY AND ORGANIZATION

Transcend Information, Inc. (the “Company”) was incorporated under the provisions of the Company Law of the Republic of China (R.O.C.) in August 1989. The main activities of the Company and its subsidiaries (collectively referred herein as the “Group”) are manufacturing, processing and the sale of computer software and hardware, peripheral equipment and other computer components. The Securities and Futures Commission of the Republic of China had approved the Company’s shares to be listed on the Taiwan Stock Exchange and the shares started trading on May 3, 2001.

2. THE DATE OF AUTHORIZATION FOR ISSUANCE OF THE CONSOLIDATED FINANCIAL STATEMENTS AND PROCEDURES FOR AUTHORIZATION

These consolidated financial statements were authorized for issuance by the Board of Directors on August 7, 2014.

3. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS

(1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS”) as endorsed by the Financial Supervisory Commission (“FSC”)

None.

  • (2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by the Group

According to Financial-Supervisory-Securities-Auditing No. 1030010325 issued on April 3, 2014, commencing 2015, companies with shares listed on the TWSE or traded on the Taiwan GreTai Securities Market or Emerging Stock Market shall adopt the 2013 version of IFRS (not including IFRS 9, ‘Financial instruments’) as endorsed by the FSC in preparing the consolidated financial statements. The related new standards, interpretations and amendments are listed below:

~8~

New Standards,Interpretations andAmendments
Limited exemption from comparative IFRS 7
disclosures for first-time adopters (amendment to IFRS 1)
Severe hyperinflation and removal of fixed dates
for first-time adopters (amendment to IFRS 1)
Government loans (amendment to IFRS 1)
DisclosuresTransfers of financial assets
(amendment to IFRS 7)
DisclosuresOffsetting financial assets and financial
liabilities
IFRS 10, ‘Consolidated financial statements’
IFRS 11,‘Joint arrangements’
IFRS 12,‘Disclosure of interests in other entities’
IFRS 13, ‘Fair value measurement’
Presentation of items of other comprehensive income
(amendment to IAS 1)
Deferred tax: recovery of underlying assets
(amendment to IAS 12)
IAS 19 (revised), ‘Employee benefits’
IAS 27,‘Separate financial statements’
(as amended in 2011)
IAS 28,‘Investments in associates and joint ventures’
(as amended in 2011)
Offsetting financial assets and financial liabilities
(amendment to IAS 32)
IFRIC 20, ‘Stripping costs in the production phase
of a surface mine’
Improvements to IFRSs 2010
Improvements to IFRSs 2009-2011
Effective Date by
International Accounting
StandardsBoard
July 1, 2010
July 1, 2011
January 1, 2013
July 1, 2011
January 1, 2013
January 1, 2013
(Investment entities: January 1, 2014)
January 1, 2013
January 1, 2013
January 1, 2013
July 1, 2012
January 1, 2012
January 1, 2013
January 1, 2013
January 1, 2013
January 1, 2014
January 1, 2013
January 1, 2011
January 1, 2013

Based on the Group’s assessment, the adoption of the 2013 version of IFRS has no significant impact on the consolidated financial statements of the Group, except for the following:

A. IAS 1, ‘Presentation of financial statements’

The amendment requires entities to separate items presented in OCI classified by nature into two groups on the basis of whether they are potentially reclassifiable to profit or loss subsequently when specific conditions are met. If the items are presented before tax then the tax related to each of the two groups of OCI items (those that might be reclassified and those that will not be

~9~

reclassified) must be shown separately. Accordingly, the Group will adjust its presentation of the statement of comprehensive income.

  • B. IFRS 12, ‘Disclosure of interests in other entities’

The standard integrates the disclosure requirements for subsidiaries, joint arrangements, associates and unconsolidated structured entities. And, the Group will disclose additional information about its interests in consolidated entities and unconsolidated entities accordingly.

For the above items, the Group is assessing their impact on the consolidated financial statements and will disclose the affected amounts accordingly.

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

New standards, interpretations and amendments issued by IASB but not yet included in the 2013 version of IFRS as endorsed by the FSC:

New Standards,Interpretations and Amendments Effective Date by
International Accounting
Standards Board
IFRS 9, ‘Financial instruments'
Accounting for acquisition of interests in joint operations
(amendments to IFRS 11)
IFRIC 14, 'Regulatory deferral accounts'
IFRS 15, ‘Revenue from contracts with customers'
Clarification of acceptable methods of depreciation and
amortisation (amendments to IAS 16 and IAS 38)
Agriculture: bearer plants (amendments to IAS 16 and IAS 41)
Defined benefit plans: employee contributions
(amendments to IAS 19R)
Recoverable amount disclosures for non-financial assets
(amendments to IAS 36)
Novation of derivatives and continuation of hedge accounting
(amendments to IAS 39)
IFRIC 21, ‘Levies’
Improvements to IFRSs 2010-2012
Improvements to IFRSs 2011-2013
January 1, 2018
January 1, 2016
January 1, 2016
January 1, 2017
January 1, 2016
January 1, 2016
July 1, 2014
January 1, 2014
January 1, 2014
January 1, 2014
July 1, 2014
July 1, 2014

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

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Except for the compliance statement, basis of preparation and basis of consolidation that are set out below, the rest of the principal accounting policies applied in the preparation of these consolidated financial statements are the same as those disclosed in Note 4 to the consolidated financial statements

~10~

as of and for the year ended December 31, 2013. These policies have been consistently applied to all the periods presented, unless otherwise stated.

(1) Compliance statement

  • A. The consolidated financial statements of the Group have been prepared in accordance with the “Rules Governing the Preparation of Financial Statements by Securities Issuers” and IAS 34, ‘Interim Financial Reporting’ as endorsed by the FSC.

  • B. The consolidated financial statements as of and for the six-month period ended June 30, 2014 should be read together with those as of and for the year ended December 31, 2013.

(2) Basis of preparation

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

  • (a) Available-for-sale financial assets measured at fair value.

  • (b) Defined benefit liabilities recognized based on the net amount of pension fund assets less present value of defined benefit obligations.

  • B. The preparation of financial statements in conformity with International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”) requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.

(3) Basis of consolidation

  • A. Basis for preparation of consolidated financial statements:

  • Basis for preparation of these consolidated financial statements is the same as that for preparation of the consolidated financial statements as of and for the year ended December 31, 2013.

~11~

B. Subsidiaries included in the consolidated financial statements:

Name of
Investor
Name of
Subsidiary
Main Business
Activities
June
December
June
30, 2014
31, 2013
30, 2013
Description
100
100
100
-
100
100
100
-
-
-
100
Note 2
100
100
100
Note 1
100
100
100
-
100
100
100
-
100
100
100
-
100
100
100
Note 1
100
100
100
-
100
100
100
-
100
100
100
-
Ownership (%)
June
December
June
30, 2014
31, 2013
30, 2013
Description
100
100
100
-
100
100
100
-
-
-
100
Note 2
100
100
100
Note 1
100
100
100
-
100
100
100
-
100
100
100
-
100
100
100
Note 1
100
100
100
-
100
100
100
-
100
100
100
-
Ownership (%)
June
30, 2014
December
31, 2013
Transcend
Taiwan




Saffire
Investment Ltd.
Memhiro Pte.
Ltd.



Saffire Investment Ltd.
(Saffire)
Transcend Japan Inc.
(Transcend Japan)
Transcend Information UK
Limited (Transcend UK)
Transcend Information
Inc. (Transcend USA)
Transcend Korea Inc.
(Transcend Korea)
Memhiro Pte. Ltd.
(Memhiro)
Transcend Information
Europe B.V. (Transcend
Europe)
Transcend Information
Trading GmbH, Hamburg
(Transcend Germany)
Transcend Information
(Shanghai), Ltd.
(Transcend Shanghai)
Transtech Trading
(Shanghai) Co., Ltd.
(Transtech Shanghai)
Transcend Information
(Hong Kong), Ltd.
(Transcend Hong Kong)
Investment holding company
Wholesaler of computer memory
modules and peripheral products
Wholesaler of computer memory
modules and peripheral products
Wholesaler of computer memory
modules and peripheral products
Wholesaler of computer memory
modules and peripheral products
Investment holding company
Wholesaler of computer memory
modules and peripheral products
Wholesaler of computer memory
modules and peripheral products
Manufacturing, processing and
sale of computer software and
hardware, peripheral equipment
and other computer components
Wholesaler of computer memory
modules, peripheral equipment
and other computer components
Wholesaler of computer memory
modules and peripheral products
100
100
-
100
100
100
100
100
100
100
100
100
100
-
100
100
100
100
100
100
100
100

Note 1:The financial statements of Transcend USA and Transcend Germany as of and for the year ended December 31, 2013 were audited by other independent accountants. Note 2:Transcend UK is in the process of liquidation for the purpose of reorganization for the Group’s operational requirments. The investment funds were repatriated in September, 2013.

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

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

~12~

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

  • CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION UNCERTAINTY

There was no significant change during this period. Please refer to Note 5 to the consolidated financial statements as of and for the year ended December 31, 2013 for the related information.

6. DETAILS OF SIGNIFICANT ACCOUNTS

(1) Cash and cash equivalents

Cash on handand petty cash
Checking accounts and demand
deposits
Time deposits
Cash equivalents -
Bond with repurchase
agreement
Total
June 30,2014
1,031
$ 4,575,962
6,858,334
164,258
11,599,585
$
December31,2013
736
$ 5,608,593
5,985,468
44,708
11,639,505
$
June 30,2013
854
$ 4,113,192
5,983,067
-
10,097,113
$
  • A. The Group transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote. The Group’s maximum exposure to credit risk at balance sheet date is the carrying amount of all cash and cash equivalents.

  • B. Cash and cash equivalents pledged as collateral had been reclassified as ‘other non-current assets’ in the amounts of $2,987, $2,981 and $3,000, as of June 30, 2014, December 31, 2013 and June 30, 2013, respectively. Please refer to Note 8.

  • C. As of June 30, 2014 and December 31, 2013, the bond with repurchase agreement recognized as cash equivalents is 30-day highly-liquid investments with annual interest rate of 1.50%.

(2) Financial assets / liabilities at fair value through profit or loss

Items June 30,2014 December31,2013 June 30,2013
Current item :
Financial assets at fair value
through profit or loss
Non-hedging derivatives
Financial liabilities fair value
through profit or loss
Non-hedging derivatives
-
$ 6,240)
($
-
$ -
$
1,064
$ -
$
  • A. The Group recognised net gain (loss) of ($6,632), $2,548, ($6,632), $27,784 on financial assets / liabilities held for trading for the three-month and six-month periods ended June 30, 2014 and 2013, respectively.

~13~

B. The non-hedging derivative instruments transaction and contract information are as follows:

DerivativeInstruments
Current items:
Forward foreign exchange contracts
DerivativeInstruments
Current items:
Forward foreign exchange contracts
June 30,2014 June 30,2014
Contract Amount
(Notional Principal)
ContractPeriod
Contract Amount
(Notional Principal)
ContractPeriod
900,000
JPY
April 23, 2013
to September 9, 2013

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

(3) Current bond investments without active markets

Items
Current items
Funds-bonds
Bond with repurchase
agreement
June30,2014
48,610
$ 609,246
657,856
$
December31,2013
49,185
$ 74,513
123,698
$
June30,2013
494,808
$ -
494,808
$
  • A. The counterparties of the Group’s funds investments, namely Industrial and Commercial Bank of China, Bank of China, China Construction Bank and Shanghai Pudong Development Bank, are well-known banks in the People’s Republic of China. The bond with repurchase agreements is sold by Yuanta Asset Management Limited. The maximum exposure to credit risk at balance sheet date is the carrying amount of bond investments without active markets.

  • B. The Group recognised gain on disposal of financial assets of $3,367, $5,289, $5,799 and $10,226 in profit or loss for the three-month and six-month periods ended June 30, 2014 and 2013, respectively.

  • C. No bond investments without active market were pledged to others.

(4) Accounts receivable

Accounts receivable
June 30,2014 December31,2013 June 30,2013
Accounts receivable $ 2,964,277
$ 2,779,323
$ 2,880,138
Less: Allowance for bad debts ( 46,283)
( 47,322)
( 35,492)
$ 2,917,994 $ 2,732,001 $ 2,844,646

~14~

A.The Group has insured credit insurance that covers accounts receivable of its major customers. Should bad debt occur, the Group will receive 90% of the losses resulting from non-payment.

B.The ageing analysis of accounts receivable that were past due but not impaired is as follows

Up to 30 days
31 to 90 days
91 to 180 days
June 30,2014
589,116
$ 25,010
1,899
616,025
$
December31,2013
656,958
$ 20,339
1,775
679,072
$
June 30,2013
517,575
$ 76,870
43,854
638,299
$

The above ageing analysis was based on past due date.

C.Movement analysis of financial assets that were impaired is as follows:

  • (a)As of June 30, 2014, December 31, 2013, and June 30, 2013, the Group’s accounts receivable that were impaired amounted to $46,283 , $47,322 and $35,492, respectively.

  • (b)Movements on the Group provision for impairment of accounts receivable are as follows:

2014 2013
Individualprovision Individualprovision
AtJanuary 1 $ 47,322
$ 57,267
Provision for impairment - 3,070
Write-offs during the period - ( 24,845)
Net exchange differences ( 1,039)
-
At June 30 $ 46,283 $ 35,492

D.The credit quality of accounts receivable that were neither past due nor impaired was in the following categories based on the Group’s Credit Quality Control Policy:

Group 1
Group 2
June 30,2014
691,464
$ 1,610,505
2,301,969
$
December31,2013
682,540
$ 1,370,389
2,052,929
$
June 30,2013
879,467
$ 1,326,880
2,206,347
$

Group 1:Customers with credit line under $20,000, including a comprehensive consideration of revenues, capital, and operational performance.

  • Group 2:Customers with credit line over $20,000, including a comprehensive consideration of revenues, capital, and operational performance.

  • E.The Group’s maximum exposure to credit risk as of June 30, 2014, December 31, 2013 and June 30, 2013 was the carrying amount of every class of receivables less 90% of insurance claims.

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

~15~

(5) Inventories

June 30, 2014

June 30,2014 June 30,2014
Raw materials
Work in progress
Finished goods
Total
Raw materials
Work in progress
Finished goods
Total
Raw materials
Work in progress
Finished goods
Total
Cost Allowanceforvaluation loss Bookvalue
3,457,742
$ 1,397,223
1,485,466
6,340,431
$
48,804)
($ 10,472)
(
20,519)
(
79,795)
($ December 31,2013
3,408,938
$ 1,386,751
1,464,947
6,260,636
$
Cost Allowanceforvaluation loss Bookvalue
2,581,990
$ 1,057,654
1,513,269
5,152,913
$
24,610)
($ 7,210)
(
45,154)
(
76,974)
($ June 30,2013
2,557,380
$ 1,050,444
1,468,115
5,075,939
$
Cost Allowanceforvaluation loss Bookvalue
3,326,693
$ 1,064,582
2,185,485
6,576,760
$
30,308)
($ 5,325)
(
16,599)
(
52,232)
($
3,296,385
$ 1,059,257
2,168,886
6,524,528
$

A.Expense and loss incurred on inventories for the three-month and six-month periods ended June 30, 2014 and 2013 were as follows:

For the three-month periods June 30,

2014 2013
Cost of inventories sold $ 5,226,142
$ 4,593,701
Reversal of inventory write-down ( 17,031)
( 4,621)
$ 5,209,111 $ 4,589,080
For the six-monthperiods endedJune30,
2014 2013
Cost of inventories sold $ 10,674,142
$ 10,370,603
Loss on (reversal of) inventory write-down 2,821 ( 34,410)
$ 10,676,963 $ 10,336,193

~16~

The reversal of inventory write-down for the six-month periods ended June 30, 2014 and 2013 was caused by the price recovery of certain finished goods affecting the allowance of valuation loss on certain raw materials, work-in-process goods and finished goods.

B.No inventories were pledged to others.

(6) Non-current available-for-sale financial assets

Items June 30,2014 December 31,2013 June 30,2013
Non-current items
Listed stocks $ 281,930
$ 281,930
$ 281,930
Others 31,125 31,125 31,125
Subtotal 313,055 313,055 313,055
Valuation adjustments of
available-for-sale
financial assets 18,766 ( 18,633)
( 40,986)
Accumulated impairment ( 30,000)
( 30,000)
( 30,000)
Total $ 301,821 $ 264,422 $ 242,069
  • A. The Group recognised $2,197, ($149,230), $37,399 and ($20,268) in other comprehensive income (loss) for fair value change for the three-month and six-month periods ended June 30, 2014 and 2013, respectively.

  • B. Equity investment in Taiwan IC Packaging Corporation was initially recognized as available-for-sale financial assets. On June 17, 2013, as resolved by the Board of Directors and the shareholders’ meeting, the Group and Group’s Chairman of the Board were elected as a director and the Chairman of the Board of Taiwan IC Packaging Corporation, respectively. Pursuant to the above, the Group gained significance influence on Taiwan IC Packaging Corporation. The Group, in accordance with IAS and IFRS, reclassified the investment to investment accounted for using equity method for the amount of $251,658. Please refer to Note 6(7).

  • C. No available-for-sale financial assets were pledged to others.

(7) Investments accounted for using equity method

  • A.Details are as follows:
Investee Company June 30, June 30, Bookvalue
2014
Percentage of
ownership
Bookvalue
13.55
221,255
$ Percentage of
ownership
Bookvalue
13.55
250,405
$ December31,2013
June30,2013
Percentage of
ownership
Bookvalue
13.55
221,255
$ Percentage of
ownership
Bookvalue
13.55
250,405
$ December31,2013
June30,2013
Percentage of
ownership
Bookvalue
13.55
221,255
$ Percentage of
ownership
Bookvalue
13.55
250,405
$ December31,2013
June30,2013
Percentage of
ownership
Percentage of
ownership
Taiwan IC Packaging Corp.
Investee Company
13.55 221,717
$
Percentage of
ownership
Taiwan IC Packaging Corp. 13.55 250,405
$

~17~

B.Associates – Entity controlled by the Group’s key management

The financial information of the Company’s principal associates is summarized below:

June 30, 2014
Taiwan IC
Packaging Corp.
December 31, 2013
Taiwan IC
Packaging Corp.
June 30, 2013
Taiwan IC
Packaging Corp.
Assets
2,978,533
$ 3,051,768
$ 3,386,254
$
Liabilities
435,866
$ 504,558
$ 563,629
$
Revenue
Profit/(Loss)
1,041,036
$ 4,543)
($ 2,249,714
$ 405,554)
($ 1,163,767
$ 119,896)
($
%interestheld
13.55%
13.55%
13.55%

C.Share of loss of investments accounted for using the equity method are as follows:

Investee Company
Taiwan IC Packaging Corp.
InvesteeCompany
Taiwan IC Packaging Corp.
2014
2013
625
$ 1,253)
($ 2014
2013
462
$ 1,253)
($ Forthe three-monthperiods ended June 30,
Forthe six-monthperiods ended June 30,
  • D.The Group’s investment in Taiwan IC Packaging Corporation has quoted market price. The fair value of Taiwan IC Packaging Corporation was $459,200, $291,100 and $251,289 as of June 30, 2014 , December 31, 2013 and June 30, 2014, respectively.

  • E.The investment loss for the three-month and six-month periods ended June 30, 2013 was recognised based on the financial statements of the investee company which was reviewed by other independent accountants.

  • F.The investment in Taiwan IC Packaging Corporation was reclassified from the non-current available-for-sale financial assets. Please refer to Note 6(6)C.

~18~

(8) Property, plant and equipment

At January 1, 2014
Cost
Accumulated depreciation
2014
Opening net book amount
Additions
Disposals
Depreciation charge
Net exchange differences
Closing net book amount
At June 30, 2014
Cost
Accumulated depreciation
Land Buildings Machinery Vehicles Office
Equipment
Others Total
729,847
$ -
729,847
$ 729,847
$ -
-
-
3,995
733,842
$ 733,842
$ -
733,842
$
2,780,284
$ 648,599)
(
2,131,685
$ 2,131,685
$ 804
-
59,264)
(
17,762)
(
2,055,463
$ 2,718,084
$ 662,621)
(
2,055,463
$
863,765
$ 431,096)
(
432,669
$ 432,669
$ 58,389
55,482)
(
49,453)
(
3,612)
(
382,511
$ 788,805
$ 406,294)
(
382,511
$
12,411
$ 9,238)
(
3,173
$ 3,173
$ 1,618
189)
(
707)
(
55)
(
3,840
$ 8,956
$ 5,116)
(
3,840
$
53,981
$ 39,088)
(
14,893
$ 14,893
$ 1,085
10)
(
1,888)
(
43)
(
14,037
$ 55,147
$ 41,110)
(
14,037
$
71,969
$ 53,361)
(
18,608
$ 18,608
$ 3,525
25)
(
2,782)
(
316)
(
19,010
$ 73,347
$ 54,337)
(
19,010
$
4,512,257
$ 1,181,382)
(
3,330,875
$ 3,330,875
$ 65,421
55,706)
(
114,094)
(
17,793)
(
3,208,703
$ 4,378,181
$ 1,169,478)
(
3,208,703
$

~19~

At January 1, 2013
Cost
Accumulated depreciation
2013
Opening net book amount
Additions
Disposals
Depreciation charge
Net exchange differences
Closing net book amount
At June 30, 2013
Cost
Accumulated depreciation
Land Buildings Machinery Vehicles Office
Equipment
Others Total
748,603
$ -
748,603
$ 748,603
$ -
-
-
11,333)
(
737,270
$ 737,270
$ -
737,270
$
2,722,444
$ 517,899)
(
2,204,545
$ 2,204,545
$ 1,307
-
58,944)
(
39,257
2,186,165
$ 2,774,183
$ 588,018)
(
2,186,165
$
814,401
$ 330,516)
(
483,885
$ 483,885
$ 19,197
1,793)
(
48,846)
(
11,805
464,248
$ 849,455
$ 385,207)
(
464,248
$
17,820
$ 12,575)
(
5,245
$ 5,245
$ -
67)
(
1,141)
(
135
4,172
$ 16,987
$ 12,815)
(
4,172
$
52,365
$ 35,873)
(
16,492
$ 16,492
$ 2,477
219)
(
2,812)
(
117
16,055
$ 52,569
$ 36,514)
(
16,055
$
66,298
$ 51,177)
(
15,121
$ 15,121
$ 8,733
698)
(
2,533)
(
679
21,302
$ 71,987
$ 50,685)
(
21,302
$
4,421,931
$ 948,040)
(
3,473,891
$ 3,473,891
$ 31,714
2,777)
(
114,276)
(
40,660
3,429,212
$ 4,502,451
$ 1,073,239)
(
3,429,212
$

Information about the property, plant and equipment that were pledged to others as collaterals is provided in Note 8.

~20~

(9) Investment property

Investment property
At January 1, 2014
Cost
Accumulated depreciation and impairment
2014
Opening net book amount
Additions
Depreciation charge
Net exchange differences
Closing net book amount
At June 30, 2014
Cost
Accumulated depreciation and impairment
At January 1, 2013
Cost
Accumulated depreciation and impairment
2013
Opening net book amount
Depreciation charge
Net exchange differences
Closing net book amount
At June 30, 2013
Cost
Accumulated depreciation and impairment
Land Buildings Total
137,037
$ -
137,037
$ 137,037
$ -
-
-
137,037
$ 137,037
$ -
137,037
$ Land
232,509
$ 66,314)
(
166,195
$ 166,195
$ 345
3,905)
(
1,814)
(
160,821
$ 230,548
$ 69,727)
(
160,821
$ Buildings
369,546
$ 66,314)
(
303,232
$ 303,232
$ 345
3,905)
(
1,814)
(
297,858
$ 367,585
$ 69,727)
(
297,858
$ Total
137,037
$ -
137,037
$ 137,037
$ -
-
137,037
$ 137,037
$ -
137,037
$
226,931
$ 57,696)
(
169,235
$ 169,235
$ 3,829)
(
4,128
169,534
$ 231,842
$ 62,308)
(
169,534
$
363,968
$ 57,696)
(
306,272
$ 306,272
$ 3,829)
(
4,128
306,571
$ 368,879
$ 62,308)
(
306,571
$

~21~

  • A. Rental income from the investment property and direct operating expenses arising from investment property are shown below:

For the three-month periods ended June 30,

For the three-monthperiods endedJune30, riods endedJune30,
Rental income from investment property
Direct operating expenses arising from
investment property that generated rental
income in the period
Direct operating expenses arising from
investment property that did not generate
rental income in the period
Rental income from investment property
Direct operating expenses arising from
investment property that generated rental
income in the period
Direct operating expenses arising from
investment property that did not generate
rental income in the period
2014
2013
3,633
$ 3,933
$ 1,492
$ 1,240
$ 236
$ 211
$ Forthe six-monthperiods ended June 30,
2013
3,933
$
1,240
$
211
$
2014
7,714
$ 3,458
$ 447
$
2013
7,580
$
3,407
$
422
$
  • B. The fair value of the investment property held by the Group was $1,186,410, $1,027,201 and $1,038,174 as of June 30, 2014, December 31, 2013 and June 30, 2013, respectively, which was based on the transaction prices of similar properties in the same area.

  • C. No investment property was pledged to others.

(10) Other non-current assets

Long-term prepaid rents
Guarantee deposits paid
Others
June 30,2014
112,757
$ 65,333
47,172
225,262
$
December31,2013
116,669
$ 34,581
32,441
183,691
$
June 30,2013
117,337
$ 33,920
15,394
166,651
$

In May, 2005, the Group signed a land-use right contract with the People's Republic of China for the use of land with a term of 50 years. All rentals had been paid on the contract date. The Group recognised rental expenses of $682, $695, $1,393 and $1,373 for the three-month and six-month periods ended June 30, 2014 and 2013, respectively.

~22~

(11) Short-term borrowings

Type ofborrowings June 30,2014 Interestrate Collateral
Bank secured borrowings
Bank unsecured borrowings
Type ofborrowings
294,600
$ 387,215
681,815
$ December31,2013
0.64~0.65%
0.99~2.78%
Interestrate
Transcend Japan’s
Land and Buildings
-
Collateral
Bank secured borrowings
Bank unsecured borrowings
Type ofborrowings
283,900
$ 295,140
579,040
$ June 30,2013
0.65%
2.46%
Interestrate
Transcend Japan’s
Land and Buildings
-
Collateral
Bank secured borrowings 151,800
$
0.91% Transcend Japan’s
Land and Buildings

(12) Pensions

  • A.(a)The Company has a defined benefit pension plan in accordance with the Labor Standards Law, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Law. Under the defined benefit plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Company contributes monthly an amount equal to 2% of the employees’ monthly salaries and wages to the retirement fund deposited with the Bank of Taiwan, the trustee, under the name of the independent retirement fund committee.

  • (b)For the aforementioned pension plan, the Group recognised pension costs of $350, $418, $700 and $835 for the three-month and six-month periods ended June 30, 2014 and 2013, respectively.

  • (c)Expected contributions to the defined benefit pension plans of the Group within one year from June 30, 2014 amounts to $2,804.

  • B.(a)Effective July 1, 2005, the Company and its domestic subsidiaries have established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company and its domestic subsidiaries contribute monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment.

  • (b)The Group’s mainland subsidiaries have a defined contribution plan. Monthly contributions to an independent fund administered by the government in accordance with the pension regulations in the People’s Republic of China (PRC) are based on certain percentage of employees' monthly salaries and wages, ranging from 12.5% to 22%. Other than the monthly contributions, the Group has no further obligations.

~23~

  • (c)Transcend Japan, Transcend Korea, Transcend USA, Transcend Europe and Transcend Germany have a defined contribution plan. Monthly contributions are based on a certain percentage of employees’ monthly salaries and wages and are recognized as pension costs accordingly. Other than the monthly contributions, the Group has no further obligations.

  • (d)The pension costs under defined contribution pension plans of the Group for the three-month and six-month periods ended June 30, 2014 and 2013 were $11,328, $10,582, $21,942 and $20,682, respectively.

(13) Share capital

As of June 30, 2014, the Company’s authorized capital was $5,000,000, consisting of 500,000 thousand shares of ordinary stock (including 25 thousand shares reserved for employee stock options). The paid-in capital was $4,307,617 with a par value of $10 (in dollars) per share, and consisting of 430,762 thousand shares of ordinary stock outstanding. All proceeds from shares issued have been collected.

(14) Capital surplus

Pursuant to the R.O.C. Company Law, capital reserve arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Law requires that the amount of capital reserve to be capitalized mentioned above should not exceed 10% of the paid-in capital each year. Capital reserve shall not be used to cover accumulated deficit unless the legal reserve is insufficient.

(15) Retained earnings

  • A.In accordance with the Company’s Articles of Incorporation, the current year’s earnings, if any, shall first be used to pay all taxes and offset prior years’ operating losses and then 10% of the remaining amount shall be set aside as legal reserve. The Company shall also set aside special reserve in accordance with the regulations. On the premise that there is no effect on the Company’s normal operations and no violation of regulations, the Company shall reserve certain amount for maintaining stability of dividends. The remainder, if any, is distributable earnings. When distributing earnings, the Company shall appropriate 0.2% of the total distributable amount as the directors’ and supervisors’ remuneration. Bonus distributed to the employees shall account for at least 1% of the total distributable earnings. The remainder to be appropriated shall be resolved by stockholders at the stockholders’ meeting, and cash dividends shall account for at least 5% of the total dividends distributed.

  • B.The Company distributes dividends taking into consideration the Company's economic environment and growth phases, future demands of funds, long-term financial planning, and the cash flows that the stockholders desire. Cash dividends shall account for at least 5% of the total dividend distributed.

  • C.Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in capital.

  • D.In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included

~24~

in the distributable earnings.

  • E.For the three-month and six-month periods ended June 30, 2014 and 2013, employees’ bonus was accrued at $7,560, $9,030, $15,667 and $35,664, respectively, which was based on a certain percentage prescribed by the Company's Articles of Incorporation of net profit after taking into account the legal reserve and other factors (under the Company’s Articles of Incorporation, bonus distributed to the employees shall account for at least 1% of total distributable earnings the six-month periods ended June 30, 2014 and 2013, respectively.)

The difference between the actual appropriations of employees’ bonus for the year ended December 31, 2012 and the amount recognized in the 2012 financial statements was $6,650, and the difference had been adjusted in the comprehensive income for the year ended December 31, 2013. The actual appropriation of directors’ and supervisors’ remuneration was in agreement with the amount approved at the shareholders’ meeting.

Information about the appropriation of employees’ bonus and directors’ and supervisors’ remuneration by the Company as proposed by the Board of Directors and resolved by the stockholders will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

  • F. The appropriation of earnings and distribution of capital reserve of years 2013 and 2012 had been resolved at the stockholders’ meeting on June 12, 2014 and June 13, 2013, respectively. Details are summarized below:
Amount
Dividends
per share
(in dollars)
Amount
Dividends
per share
(in dollars)
Legal reserve
319,896
$ 284,538
$ Cash dividends
2,886,103
6.7
$ 2,584,571
6.0
$ Cash distribution from
capital reserve
-
-
215,381
0.5
Total
3,205,999
$ 3,084,490
$ 2013
2012
2013
2012
Directors' and supervisors' remuneration
5,192
$ 5,166
$ Employees' cash bonus
25,962
85,361
31,154
$ 90,527
$
Amount
6.0
$ 0.5
2012
5,166

85,361
90,527
$
$
  • (a) The above appropriation of 2013 and 2012 earnings as resolved by the shareholders was in agreement with those amounts recognized in the 2013 and 2012 financial statements.

  • (b) The Company had unpaid cash dividends (including cash distribution from capital reserve) recorded as “other payables” in the amounts of $2,886,103 and $2,799,952, as of June 30, 2014 and 2013, respectively.

~25~

(16) Share-based payment-employee compensation plan

A.The Company’s share-based payment transactions were set forth below:

Type ofarrangement Grant date Quantity granted
(inthousands)
Contract
period
Vesting
conditions
2 years’ service
Employee stock options 2007.10.15 4,536 6 years
  • B.The fair value of stock options granted on October 15, 2007 is measured using the Black-Scholes option-pricing model. Relevant information is as follows:
Type of
arrangement
Grant date Stock
price
Exercise
price
Expected
price
volatility
Expected
vesting
period
Expected
dividend
yield rate
Risk-free
interest
rate
Fair value
per unit
Employee
stock options
2007.10.15 120
$
120
$
39.68% 4.375
years
0% 2.61% 43.32
$
  • C.The expiry date and exercise price of stock options outstanding at balance sheet date are as follows:
Issue date approved Expirydate June 30, 2013
No.of shares(in thousands) Exerciseprice(in dollars)
107.8
$
2007.10.15 2013.10.15 1,064

D.Detail of the employee stock options are set forth below:


Options outstanding at beginning
of period
Options expired
Options outstanding at end of
period
Options exercisable at end of period
Forthe six-monthperiods ended June 30, Forthe six-monthperiods ended June 30, Forthe six-monthperiods ended June 30,
No. of shares
Weighted-
average
exercise price
(inthousands)
(indollars)
-
$ -
$ -
-
-
-
-
-
2014
2013
No. of shares
(inthousands)
No. of shares
(inthousands)
Weighted-
average
exercise price
(indollars)
-
$ -
-
-
1,192
$ 128)
(
1,064
1,064
107.8
$ 107.8
107.8
107.8
  • E.The Company has no expense incurred on share-based payment transactions for the six-month periods ended June 30, 2014 and 2013.

~26~

(17) Other equity items

Operating revenue
At January 1, 2014
Change in unrealized gains or
losses for available-for-sale
financial assets
Foreign exchange translation
differences for foreign
operations
Effect from income tax
At June 30, 2014
At January 1, 2013
Change in unrealized gains or
losses for available-for-sale
financial assets
Foreign exchange translation
differences for foreign
operations
Effect from income tax
At June 30, 2013
Sales revenue
Sales revenue
Unrealised gain
or loss on
Foreign exchange
available-for-
translation differences
salefinancialassets
for foreignoperations
Total
18,633)
($ 27,764
$ 9,131
$ 37,399
-
37,399
-
59,574)
(
59,574)
(
-
10,128
10,128
18,766
$ 21,682)
($ 2,916)
($ Unrealised gain
or loss on
Foreign exchange
available-for-
translation differences
salefinancialassets
for foreignoperations
Total
20,718)
($ 95,549)
($ 116,267)
($ 20,268)
(
-
20,268)
(
-
128,180
128,180
-
21,791)
(
21,791)
(
40,986)
($ 10,840
$ 30,146)
($ 2014
2013
6,656,660
$ 5,967,805
$ 2014
2013
13,451,271
$ 13,018,934
$ For the six-monthperiods endedJune30,
Forthe three-monthperiods ended June 30,
Unrealised gain
or loss on
Foreign exchange
available-for-
translation differences
salefinancialassets
for foreignoperations
Total
18,633)
($ 27,764
$ 9,131
$ 37,399
-
37,399
-
59,574)
(
59,574)
(
-
10,128
10,128
18,766
$ 21,682)
($ 2,916)
($ Unrealised gain
or loss on
Foreign exchange
available-for-
translation differences
salefinancialassets
for foreignoperations
Total
20,718)
($ 95,549)
($ 116,267)
($ 20,268)
(
-
20,268)
(
-
128,180
128,180
-
21,791)
(
21,791)
(
40,986)
($ 10,840
$ 30,146)
($ 2014
2013
6,656,660
$ 5,967,805
$ 2014
2013
13,451,271
$ 13,018,934
$ For the six-monthperiods endedJune30,
Forthe three-monthperiods ended June 30,
Unrealised gain
or loss on
Foreign exchange
available-for-
translation differences
salefinancialassets
for foreignoperations
Total
18,633)
($ 27,764
$ 9,131
$ 37,399
-
37,399
-
59,574)
(
59,574)
(
-
10,128
10,128
18,766
$ 21,682)
($ 2,916)
($ Unrealised gain
or loss on
Foreign exchange
available-for-
translation differences
salefinancialassets
for foreignoperations
Total
20,718)
($ 95,549)
($ 116,267)
($ 20,268)
(
-
20,268)
(
-
128,180
128,180
-
21,791)
(
21,791)
(
40,986)
($ 10,840
$ 30,146)
($ 2014
2013
6,656,660
$ 5,967,805
$ 2014
2013
13,451,271
$ 13,018,934
$ For the six-monthperiods endedJune30,
Forthe three-monthperiods ended June 30,
Unrealised gain
or loss on
Foreign exchange
available-for-
translation differences
salefinancialassets
for foreignoperations
Total
18,633)
($ 27,764
$ 9,131
$ 37,399
-
37,399
-
59,574)
(
59,574)
(
-
10,128
10,128
18,766
$ 21,682)
($ 2,916)
($ Unrealised gain
or loss on
Foreign exchange
available-for-
translation differences
salefinancialassets
for foreignoperations
Total
20,718)
($ 95,549)
($ 116,267)
($ 20,268)
(
-
20,268)
(
-
128,180
128,180
-
21,791)
(
21,791)
(
40,986)
($ 10,840
$ 30,146)
($ 2014
2013
6,656,660
$ 5,967,805
$ 2014
2013
13,451,271
$ 13,018,934
$ For the six-monthperiods endedJune30,
Forthe three-monthperiods ended June 30,
2014
13,451,271
$
2013
13,018,934
$

(18) Operating revenue

~27~

(19) Other income

Other income
Interest income
Rental revenue
Total
Interest income
Rental revenue
Total
Forthe three-monthperiod ended June 30,
2014
2013
54,285
$ 30,643
$ 3,633
3,933
57,918
$ 34,576
$ Forthe six-monthperiod ended June 30,
2013
30,643
$ 3,933
34,576
$
2014
92,869
$ 7,714
100,583
$
2013
52,963
$ 7,580
60,543
$

(20) Other gains and losses

Other gains and losses
Forthe three-monthperiods ended June 30,
2014 2013
Net gain on financial assets at fair value
through profit or loss $ -
$ 2,548
Net loss on financial liabilities at fair value ( 6,632)
-
through profit or loss
Gain on disposal of financial assets 3,367 101,968
Loss on disposal of property, plant ( 42)
( 520)
and equipment
Net currency exchange (loss) gain ( 82,153)
41,109
Others 12,296 17,009
Total ($ 73,164) $ 162,114
Forthe six-monthperiods ended June 30,
2014 2013
Net gain on financial assets at fair value
through profit or loss $ -
$ 27,784
Net loss on financial liabilities at fair value ( 6,632)
-
through profit or loss
Gain on disposal of financial assets 5,799 106,904
Gain on disposal of property, plant 813 1,450
and equipment
Net currency exchange (loss) gain ( 12,893)
59,435
Others 14,288 20,879
Total $ 1,375 $ 216,452

~28~

(21) Expenses by nature

Expenses by nature
Wages and salaries
Labor and health insurance fees
Pension costs
Other personnel expenses
Depreciation on property, plant and
equipment (including investment property)
Wages and salaries
Labor and health insurance fees
Pension costs
Other personnel expenses
Depreciation on property, plant and
equipment (including investment property)
For the three-monthperiods endedJune30,
2014
2013
379,598
$ 336,669
$ 36,098
37,081
11,678
11,000
15,313
14,616
58,257
59,112
Forthe six-monthperiods ended June 30,
2013
2014
775,354
$ 76,090
22,642
30,827
117,999
2013
679,946
$ 71,273
21,517
29,839
118,105

(22) Income tax

A. Income tax expense

  • (a)Components of income tax expense:
me tax
come tax expense
)Components of income tax expense:
Forthe three-monthperiods ended June 30,
2014 2013
Current tax:
Current tax on profits for the period $ 136,486
$ 117,878
Prior year income tax underestimated 16,667 -
Total current tax 153,153 117,878
Deferred tax:
Origination and reversal of temporary
differences ( 4,749)
32,656
Total deferred tax ( 4,749)
32,656
Income tax expense $ 148,404 $ 150,534

~29~

For the six-month periods ended June 30,

2014
Current tax:
Current tax on profits for the period
275,898
$ Prior year income tax underestimated
17,083
Total current tax
292,981
Deferred tax:
Origination and reversal of temporary
differences
23,159)
(
Total deferred tax
23,159)
(
Income tax expense
269,822
$
2013
233,198
$ 4,938
238,136
44,725
44,725
282,861
$
  • (b)The income tax relating to components of other comprehensive income is as follows:
Forthe three-monthperiods ended June 30, Forthe three-monthperiods ended June 30, Forthe three-monthperiods ended June 30, Forthe three-monthperiods ended June 30,
2014 2013
Foreign exchange translation differences
for foreign operations ($ 12,837) $ 8,653
Forthe six-monthperiods ended June 30,
2014 2013
Foreign exchange translation differences
for foreign operations ($ 10,128) $ 21,791
  • B. As of June 30, 2014, the Company’s income tax returns through 2011 have been assessed and approved by the National Taxation Bureau of Taipei, Ministry of Finance, except for the 2009 income tax return.

  • C. Unappropriated retained earnings:

Earnings generated in and
before 1997
Earnings generated in and
after 1998
June30,2014
121,097
$ 6,388,737
6,509,834
$
December31,2013
121,097
$ 7,853,950
7,975,047
$
June30,2013
121,097
$ 6,522,583
6,643,680
$
  • D. As of June 30, 2014, December 31, 2013 and June 30, 2013, the balance of the imputation tax credit account was $1,244,845, $1,028,831 and $1,334,314, respectively. The creditable tax rate was 17.75% for 2012 and is estimated to be 15.85% for 2013.

~30~

(23) Earnings per share

Basic earnings per share
Profit attributable to owners of parent
Diluted earnings per share
Profit attributable to owners of parent
Dilutive potential ordinary shares :
Employees’ bonus
Profit attributable to owners of parent
plus assumed conversion of all
dilutive potential ordinary shares
Basic earnings per share
Profit attributable to owners of parent
Diluted earnings per share
Profit attributable to owners of parent
Dilutive potential ordinary shares :
Employees’ bonus
Profit attributable to owners of parent
plus assumed conversion of all
dilutive potential ordinary shares
For the three-monthperiod ended June 30,2014 For the three-monthperiod ended June 30,2014 For the three-monthperiod ended June 30,2014 For the three-monthperiod ended June 30,2014
Profit after tax Weighted-average
outstanding
common shares
(in thousands)
Earnings
per share
(in dollars)
1.95
$ 1.95
$ June 30,2014
Profit aftertax Weighted-average
outstanding
common shares
(inthousands)
Earnings
per share
(indollars)
1,740,786
$ 1,740,786
$ -
1,740,786
$
430,762
430,762
320
431,082
4.04
$ 4.04
$

~31~

For the three-month period ended June 30, 2013

Basic earnings per share
Profit attributable to owners of parent
Diluted earnings per share
Profit attributable to owners of parent
Dilutive potential ordinary shares :
Employees’ bonus
Profit attributable to owners of parent
plus assumed conversion of all
dilutive potential ordinary shares
Basic earnings per share
Profit attributable to owners of parent
Diluted earnings per share
Profit attributable to owners of parent
Dilutive potential ordinary shares :
Employees’ bonus
Profit attributable to owners of parent
plus assumed conversion of all
dilutive potential ordinary shares
Profit aftertax Weighted-average
outstanding
common shares
(inthousands)
Earnings
per share
(indollars)
2.33
$ 2.32
$ June 30,2013
Profit after tax Weighted-average
outstanding
common shares
(in thousands)
Earnings
per share
(in dollars)
1,872,977
$ 1,872,977
$ -
1,872,977
$
430,762
430,762
1,159
431,921
4.35
$ 4.34
$

(24) Operating leases

A.The Group leases land and buildings to others under operating lease agreements. Rental revenue of $3,633, $3,933, $7,714 and $7,580 were recognised for these leases in profit or loss for the three-month and six-month periods ended June 30, 2014 and 2013, respectively. The leases for buildings have terms expiring between 2016 and 2017, and all these lease agreements are not renewable at the end of the lease period. The future aggregate minimum lease payments receivable under non-cancellable operating leases are as follows:

~32~

Not later than one year
Later than one year but
not later than five years
June 30,2014
18,519
$ 32,628
51,147
$
December31,2013
10,059
$ 17,640
27,699
$
June 30,2013
13,747
$ 22,050
35,797
$

B.On April 8, 2009, the Company signed a land lease contract with its major stockholders, Won Chin and Cheng Chuan, to build a new plant on the leased land. The lease has a term of 10 years from April 10, 2009 to April 9, 2019. The annual rental payment is $35,633 (exclusive of tax), which was determined based on the average rent of land near the leased land shown in the appraisal report issued by CCIS Real Estate Joint Appraisers Firm. Rent was paid on the contract date and become payable on the same date each following year until the end of the lease. The future aggregate minimum lease payments payable under non-cancellable operating leases are as follows:

leases are as follows:
Not later than one year
Later than one year but not
later than five years
Later than five years
June30,2014
37,415
$ 143,423
-
180,838
$
December31,2013
37,415
$ 149,659
12,472
199,546
$
June30,2013
37,415
$ 149,659
31,179
218,253
$

7. RELATED PARTY TRANSACTIONS

(1) Significant transactions and balances with related parties

A.Sales

For the three-month periods ended June 30,

Forthe three-monthperiods ended June 30, riods ended June 30,
Sales of goodsEntity controlled by the
Group's key management
Sales of goodsEntity controlled by the
Group's key management
2014
2013
-
$ 62,565
$ For the six-monthperiods endedJune30,
2013
62,565
$
2014
-
$
2013
252,871
$

The sales prices charged to related parties are almost equivalent to those charged to third parties. The credit term to Transcend H.K. is 120 days. The credit term to third parties is 30 to 60 days after monthly billings.

~33~

B.Purchases of goods

For the three-month periods ended June 30,

Forthe three-monthperiods ended June 30, riods ended June 30,
Purchases of goodsEntity controlled by
the Group's key management
Purchases of goodsEntity controlled by
the Group's key management
2014
2013
87,769
$ 53,938
$ Forthe six-monthperiods ended June 30,
2013
53,938
$
2014
144,978
$
2013
69,735
$

The purchase prices charged by related parties are almost equivalent to those charged by third parties. The credit term from Taiwan IC Packaging Corporation is 30 days after monthly billings. The credit term from third parties is 30 to 45 days after monthly billings.

C.Accounts receivable

June 30,2014 December31,2013 December31,2013 June 30,2013
Receivables from related
partiesEntity controlled
by the key management $ - $ - $ 68,171
The receivables from related parties arise mainly from sales transactions. The credit ter
Transcend H.K. is 120 days. The receivables are unsecured and bear no interest. There ar
provisions held against receivables from related parties.
.Accounts payable
June 30,2014 December31,2013 June 30,2013
Payables to related parties
Entity controlled by the
key management $ 68,057 $ 45,801 $ 24,136

The receivables from related parties arise mainly from sales transactions. The credit term to Transcend H.K. is 120 days. The receivables are unsecured and bear no interest. There are no provisions held against receivables from related parties.

D.Accounts payable

The payables to related parties arise mainly from purchase transactions and are due 30 days after the date of purchase. The payables bear no interest.

E.Property transactions

Disposal of property, plant and equipment:

Six-month period ended June 30, 2014

Entity controlled by
the key management
Disposalproceeds Gain(loss) ondisposal Other receivables
10,235
$
-
$
10,235
$

The Group had no property transactions for the six-month period ended June 30, 2013.

~34~

F.Lease contracts

On April 8, 2009, the Company signed a land lease contract with its major stockholders, Won Chin and Cheng Chuan, to build a new plant on the leased land. Please refer to Note 6(24).

(2) Compensation of key management

Compensation of key management
Salaries and other short-term employee benefits
Salaries and other short-term employee benefits
For the three-monthperiods endedJune30,
2014
2013
28,349
$ 29,367
$ Forthe six-monthperiods ended June 30,
2013
29,367
$
2014
52,321
$
2013
49,491
$

8. PLEDGED ASSETS

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

Nature ofassets
Property, plant and equipment
Other non-current assets
Time deposit
Bookvalue June 30,2013
996,395
$

3,000

999,395
$
Pledge purpose
Long-term and
short-term loans
Patent deposit
June 30,2014 December31,2013
980,530
$ 2,987
983,517
$
979,500
$ 2,981
982,481
$

9. COMMITMENTS AND CONTINGENT LIABILITIES

As of June 30, 2014, in addition to the significant commitments and contingent liabilities mentioned in Note 13(1)B and the lease contract described in Note 6(24), the Group had unused letters of credit for purchases of merchandise inventory amounting to $50,000.

10. SIGNIFICANT CATASTROPHE

None.

11. SIGNIFICANT SUBSEQUENT EVENT

None.

12. OTHERS

(1) Capital risk management

There is no significant change in this period. Please refer to Note 12 to the consolidated financial statements as of and for the year ended December 31, 2013 for the related information.

(2) Financial instruments

  • A.Fair value information of financial instruments

There is no significant change in this period. Please refer to Note 12 to the consolidated financial statements as of and for the year ended December 31, 2013 for the related information.

B.Financial risk management policies

~35~

There is no significant change in this period. Please refer to Note 12 to the consolidated financial statements as of and for the year ended December 31, 2013 for the related information.

  • C.Significant financial risks and degrees of financial risks

There is no significant change except for the following information. Please refer to Note 12 to the consolidated financial statements as of and for the year ended December 31, 2013 for the related information.

Foreign exchange risk

The Group’s businesses involve some non-functional currency operations (the Company’s functional currency: NTD; the subsidiaries’ functional currencies: JPY, KRW, USD, EUR, GBP and RMB, etc.). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:

Financial assets
Financial liabilities
Financial assets
Financial liabilities
Financial assets
Financial liabilities
June30,2014 June30,2014 BookValue
ForeignCurrency Foreign Currency
Amount
143,218
$ 622,646
2,563,327
11,034
128,877
$ 60,000
December
Exchange Rate
29.8650
4.8110
0.2946
40.7800
29.8650
4.8110
31,2013
USD:NTD
RMB:NTD
JPY:NTD
EUR:NTD
USD:NTD
RMB:NTD
4,277,206
$ 2,995,550
755,156
449,967
3,848,912
$ 288,660
BookValue
ForeignCurrency Foreign Currency
Amount
Exchange Rate
100,687
$ 29.8050
459,499
4.9190
43,645
6.0592
2,512,345
0.2839
12,084
41.0900
119,640
$ 29.8050
60,000
4.9190
June 30,2013
USD:NTD
RMB:NTD
USD:RMB
JPY:NTD
EUR:NTD
USD:NTD
RMB:NTD
3,000,976
$ 2,260,276
264,454
713,255
496,532
3,565,870
$ 295,140
BookValue
ForeignCurrency Foreign Currency
Amount
78,276
$ 2,837,022
11,228
28,304
52,373
$ 134,510
ExchangeRate
30.0000
0.3036
39.1500
4.8880
30.0000
4.8880
USD:NTD
JPY:NTD
EUR:NTD
RMB:NTD
USD:NTD
RMB:NTD
2,348,280
$ 861,320
439,576
138,350
1,571,190
$ 657,485

Sensitivity analyses relating to foreign exchange rate risks are primarily for financial reporting period-end date of foreign currency monetary item. If the New Taiwan dollar

~36~

exchange rate to the U.S. dollar increases or decreases by 1%, the Group’s net income will increase or decrease by $ 4,283 and $7,771 for the six-month periods ended June 30, 2014 and 2013, respectively.

(3) Fair value estimation

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

Level 1:Quoted prices in active markets for identical assets or liabilities.

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

Level 3:Inputs for the assets or liabilities that are not based on observable market data.

The following table presents the Group’s financial assets and liabilities that are measured at fair value at June 30, 2014, December 31, 2013 and June 30, 2013:

June 30,2014
Financial assets:
Non-current available-for-sale
financial assets
Financial liabilities:
Current financial liabilities at fair
value through profit or loss
December31,2013
Financial assets:
Non-current available-for-sale
financial assets
June 30,2013
Financial assets:
Non-current available-for-sale
financial assets
Current financial assets at fair
value through profit or loss
Level 1
Level 2
300,696
$ -
$ -
$ 6,240)
($ Level 1
Level 2
263,297
$ -
$ Level 1
Level 2
240,944
$ -
$ -
1,064
240,944
$ 1,064
$
Level3
Total
1,125
$ 301,821
$ -
$ 6,240)
($ Level3
Total
1,125
$ 264,422
$ Level3
Total
1,125
$ 242,069
$ -
1,064
1,125
$ 243,133
$

B.The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm‘s length basis. The quoted market price used for financial assets held by the Group is the closing price. These instruments are included in level 1. Instruments included in level 1 comprise primarily equity instruments classified as available-for-sale financial assets.

~37~

  • C.The fair value of financial instruments not traded in an active market (such as the derivative instruments which are traded in GTSM) is based on the cost of the investment.

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

  • E.Forward foreign exchange contracts resulting fair value estimates are included in level 2.

~38~

13. SUPPLEMENTARY DISCLOSURES

  • (1) Significant transactions information

  • A. Loans to others: None.

B. Provision of endorsements and guarantees to others:

Number
(Note 1)
Endorser/
guarantor
Party being endorsed/guaranteed Party being endorsed/guaranteed Limit on
endorsements/
guarantees
provided for a
single party
(Note 3)
Maximum outstanding
endorsement/guarantee
amount as of June 30,
2014 (Note 4)
Outstanding
endorsement/guarantee
amount as of June 30,
2014 (Note 4)
Actual amount
drawn down
(Note 5)
Amount of
endorsements/
guarantees
secured with
collateral
Ratio of accumulated
endorsement/guarantee
amount to net asset
value of the
endorser/guarantor
company (%)
Ceiling on
total amount
of
endorsements/
guarantees
provided
(Note 6)
Provision of
endorsements/
guarantees by
parent
company to
subsidiary
(Note 7)
Provision of
endorsements/
guarantees by
subsidiary to
parent
company
Provision of
endorsements/
guarantees to
the party in
Mainland
China
Footnote
Company
name
Relationship with
the
endorser/guarantor
(Note 2)
0 Transcend
Taiwan
Transcend
Japan Inc.
2 $ 3,733,369 $ 441,900 $ 441,900 $ 294,600 - 2 $ 7,466,738 Y N N -

Note 1: The numbers filled in for the endorsements/guarantees provided by the Company or subsidiaries are as follows:

  • (a)The Company is ‘0’.

  • (b)The subsidiaries are numbered in order starting from ‘1’.

  • Note 2: Relationship between the endorser/guarantor and the party being endorsed/guaranteed is classified into the following six categories:

  • (a)Having business relationship.

  • (b)The endorser/guarantor parent company owns directly more than 50% voting shares of the endorsed/guaranteed subsidiary.

  • (c)The endorser/guarantor parent company and its subsidiaries jointly own more than 50% voting shares of the endorsed/guaranteed company.

  • (d)The endorsed/guaranteed parent company directly or indirectly owns more than 50% voting shares of the endorser/guarantor subsidiary.

  • (e)Mutual guarantee of the trade as required by the construction contract.

  • (f)Due to joint venture, each shareholder provides endorsements/guarantees to the endorsed/guaranteed company in proportion to its ownership.

Note 3: Not exceeding 20% of the Company’s net asset value. ($18,666,845*20%=$3,733,369)

Note 4: The maximum outstanding endorsement/guarantee amount during and as of June 30, 2014 is JPY$1,500,000.

Note 5: The actual amount of endorsement drawn down is JPY$1,000,000.

Note 6: Not exceeding 40% of the Company’s net asset value. ($18,666,845*40%=$7,466,738)

Note 7: Fill in ‘Y’ for those cases of provision of endorsements/guarantees by listed parent company to subsidiary.

~39~

C. Holding of marketable securities as of June 30, 2014 (not including subsidiaries, associates and joint ventures):

Securities held by
Transcend Taiwan
Transcend Shanghai
Marketable securities(Note 1) Relationshipwith the securities issuer(Note 2) General ledger
account
As of June 30,2014 As of June 30,2014
Number of
shares or units

6,220,933
3,060,017
259,812
60,816
-
-
Book value(Note 3)
238,884
$ 61,812
-
1,125
301,821
$ 609,246
$ 48,610
$
Ownership
(%)
8
1
2
1
-
-
Fair value
Stocks
Alcor Micro Corp.
Hitron Tech. Inc.
Skyviia Corp.
Dramexchange Tech Inc.
Bonds
Bond with repurchase agreement
Finance products
2013 Liduoduo financial planning No.433,
Financial products of Shanghai pudong
Development Bank
-
-
-
-
-
-
Non-current
available-for-sale
financial assets



Current bond
investment without
active market
Current bond
investment without
active market
238,884
$ 61,812
-
1,125
-
-

Note 1: Marketable securities in the table refer to stocks, bonds, beneficiary certificates and other related derivative securities within the scope of IAS 39 ‘Financial instruments: recognition and measurement’.

Note 2: Leave the column blank if the issuer of marketable securities is non-related party.

  • Note 3: Fill in the amount after adjusted at fair value and deducted by accumulated impairment for the marketable securities measured at fair value; fill in the acquisition cost or amortised cost deducted by accumulated impairment for the marketable securities not measured at fair value.

  • Note 4: The number of shares of securities and their amounts pledged as security or pledged for loans and their restrictions on use under some agreements should be stated in the footnote if the securities presented herein have such conditions.

D.Acquisition or sale of the same security with the accumulated cost exceeding NT$300 million or 20% of the Company’s paid-in capital: None.

E.Acquisition of real estate exceeding NT$300 million or 20% of paid-in capital or more: None.

F.Disposal of real estate exceeding NT$300 million or 20% of paid-in capital or more: None.

~40~

G.Purchases or sales of goods from or to related parties exceeding NT$100 million or 20% of the Company’ paid-in capital or more:

Purchaser/seller
Transcend
Taiwan







Transcend
Information
Europe B.V.
Transcend
Shanghai
Transcend
Taiwan
Counterparty
Transcend Japan Inc.
Transcend Information
Europe B.V.
Transcend Information
Trading GmbH, Hamburg
Transcend Korea Inc.
Transcend Information, Inc.
Transcend Information (H.K.)
Ltd.
Transtech Shanghai
Transcend Shanghai
Transcend Information
Trading GmbH, Hamburg
Transtech Shanghai
Transcend Shanghai
Taiwan IC Packaging Corp.
Relationshipwith the counterparty Sales(purchases)
Sales









(Purchases)
Transaction Transaction Differences in transaction terms
compared to thirdpartytransactions
Differences in transaction terms
compared to thirdpartytransactions
Balance
Footnote
$ 680,499
21
-
307,217
10
-
56,486
2
-
54,836
2
-
146,172
5
-
79,432
2
-
106,706
3
-
-
-
-
24,388
10
-
100,542
1
-
( 1,365,852)
34
-
( 68,057)
2
-
Notes/accounts receivable(payable)
Percentage of total
notes/accounts
receivable(payable)
Amount
$ 1,593,225
1,384,098
446,783
379,935
376,967
285,704
223,964
133,463
360,820
133,936
( 398,933)
( 144,978)
12
11
3
3
3
2
2
1
24
5
3
1
Percentage of
total sales
(purchases)
Credit term
Unitprice
No significant
difference









Note 1
No significant
difference
Credit term
The Company's subsidiary
Subsidiary of Memhiro
Subsidiary of Memhiro
The Company's subsidiary
The Company's subsidiary
Subsidiary of Memhiro
Subsidiary of Memhiro
Subsidiary of Memhiro
Together with Transcend
Information Europe B.V. are
controlled by parent company
Together with Transcend Shanghai
are controlled by parent company
Subsidiary of Memhiro
Entity controlled by the key
management
120 days after
monthly billings


60 days after
monthly billings
120 days after
monthly billings



30 days after
receipt of goods
60 days after
receipt of goods
60 days after
receipt of goods
30 days after
monthly billings
30 to 60 days after
monthly billings
to third parties







7 to 60 days after
receipt of goods to
third parties
30 to 60 days after
monthly billings
to third parties
7 to 30 days after
receipt of goods to
third parties
30 to 45 days after
monthly billings
to third parties

Note 1:The purchase transactions between Transcend Taiwan and Transcend Shanghai were attributed to processing of supplied materials. No other similar transactions can be used for comparison. Note 2:The Company’s sales to subsidiaries were equivalent to subsidiaries’s purchases from the Company; accordingly, the Company did not disclose the information on subsidiaries’ purchases from the Company.

~41~

H.Receivables from related parties exceeding NT$100 million or 20% of the Company’s paid-in capital or more:

Overdue receivables

Creditor Counterparty Relationship with the
counterparty
Balance at June 30,
2014
Turnover rate Amount Action taken Amount collected
subsequent to the
balance sheet date
Allowance for
doubtful accounts
Transcend Taiwan



Transcend Shanghai
Transcend Japan Inc.
Transcend Information
Europe B.V.
Transcend Information
Inc.
Transtech Shanghai
Transcend Taiwan
Subsidiary of the Company
Subsidiary of Memhiro
Subsidiary of the Company
Subsidiary of Memhiro
Parent company
$ 680,499
307,217
146,172
106,706
1,365,852
4.76
8.62
4.22
4.89
4.75
$ -
-
-
-
-
-
-
-
-
-
$ 246,028
171,556
43,303
17,998
472,649
$ -
-
-
-
-

I. Derivative financial instruments undertaken during the six-month period ended June 30, 2014: Please refer to Note 6(2).

~42~

J.Significant inter-company transactions during the six-month period ended June 30, 2014:

Number
(Note 1)
Company
name
Counterparty Relationship
(Note 2)
Transaction Transaction Transaction Transaction
General
ledger
account
Amount Transaction terms Percentage of
consolidated total
operating revenues or
total assets (Note 3)
0










1
Transcend Taiwan










Transcend Information
Europe B. V.
Transcend Japan Inc.
Transcend Information Europe B. V.
Transcend Information Trading GmbH, Hamburg
Transcend Korea Inc.
Transcend Information, Inc.
Transcend Information (H.K.) Ltd
Transtech Trading (Shanghai) Co., Ltd.
Transcend Information (Shanghai), Ltd.
Transcend Japan Inc.
Transcend Information Europe B. V.
Transcend Information (Shanghai), Ltd.
Transcend Information Trading GmbH, Hamburg
1










3
Sales






Purchases
Accounts Receivable

Accounts Payable
Sales
$ 1,593,225
1,384,098
446,783
379,935
376,967
285,704
223,964
398,933
680,499
307,217
1,365,852
360,820
There is no significant difference in unit price
from those to third parties.






Processing with supplied materials. No other
similar transactions can be used for comparison.
120 days after monthly billings

60 days after receipt of goods
There is no significant difference in unit price
from those to third parties.
12%
10%
3%
3%
3%
2%
2%
3%
3%
1%
5%
3%

Note 1: Transaction information between parent company and subsidiaries should be noted in the first column, the number is written as below:

  • (a) Parent company: 0

  • (b) Subsidiaries were numbered from 1.

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

  • (a) Parent company to subsidiary.

  • (b) Subsidiary to parent company.

  • (c) Subsidiary to subsidiaries.

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

~43~

(2) Information on investees (not including investees in Mainland China)

Investor Investee Location Main business activities Initial investment amount Initial investment amount Shares held at June 30,2014 Shares held at June 30,2014 Shares held at June 30,2014 Net profit (loss) of the
investee for the six-
month period ended
June 30,2014
Investment income(loss)
recognised by the
Company for the six-
month period ended June
30,2014(Note 1)
Footnote
Balance at
June 30,2014
Balance at
December 31,
2013
No. of Shares
(in units)
Ownership
(%)
100

100

100

100

13.55

100

100
Book value
$ 3,261,024
136,437
89,900
34,474
221,717
3,254,292
164,287
Transcend
Taiwan
Saffire
Investment
Ltd.
Memhiro Pte
Ltd.
Saffire Investment Ltd.
B.V.I.
Transcend Japan Inc.
Japan
Transcend Information, Inc.
United States of
America
Transcend Korea Inc.
Korea
Taiwan IC Packaging Corp.
Taiwan
Memhiro Pte Ltd.
Singapore
Transcend Information Europe B.V.
Netherlands
Investments holding
company
Wholesaler of computer
memory modules and
peripheral products
Wholesaler of computer
memory modules and
peripheral products
Wholesaler of computer
memory modules and
peripheral products
Packaging of Semi-
conductors
Investments holding
company
Wholesaler of computer
memory modules and
peripheral products
$ 1,202,418
89,103
38,592
6,132
251,658
1,156,920
1,693
$ 1,202,418
89,103
38,592
6,132
251,658
1,156,920
1,693
36,600,000
6,400
625,000
40,000
41,000,000
55,132,000
100
$ 25,437
( 31,045)
( 29,307)
7,292
( 4,543)
25,471
( 13,689)
$ 20,425
( 31,045)
( 29,307)
7,292
462
25,471
( 13,685)
Note 2
Note 2
Note 2
Note 2
Note 5
Note 3
Note 4

~44~

Investor Investee Location Main business activities Initial investment amount Initial investment amount Shares held at June 30,2014 Shares held at June 30,2014 Shares held at June 30,2014 Net profit (loss) of
the investee for the
six-month period
ended June 30,
2014
Investment income(loss)
recognised by the Company
for the six-month period
ended June 30, 2014 (Note
1)
Footnote
Balance at
June 30,2014
Balance at
December
31,2013
No. of Shares
(in units)
Ownership
(%)
100

100
Book value
67,909
6,453
Memhiro Pte
Ltd.
Transcend Information Trading
GmbH, Hamburg
Transcend Information (H.K.) Ltd.
Germany
Hong Kong
Wholesaler of computer
memory modules and
peripheral products
Wholesaler of computer
memory modules and
peripheral products
2,288
7,636
2,288
7,636
-
2,000,000
( 4,378)
( 1,793)
( 4,378)
( 1,793)
Note 4
Note 4

.

Note 1 The Company does not directly recognize the investment income (loss) except for the subsidiaries directly held.

Note 2 Subsidiaries of the Company.

Note 3 Subsidiary of Saffire.

Note 4 Subsidiaries of Memhiro. . Note 5 Please refer to Note 6 (7).

~45~

(3) Information on investments in Mainland China

Information on investments in Mainland China Information on investments in Mainland China Information on investments in Mainland China Information on investments in Mainland China Information on investments in Mainland China Information on investments in Mainland China Information on investments in Mainland China
A.Basic information
Remitted to
Mainland
China
Remitted
back to
Taiwan
$ 1,134,178
(2)
$ 1,134,178
-
-
$ 1,134,178 $ 50,217
100
$ 49,858 $ 2,984,421
-
-
16,310
(2)
16,310
-
-
16,310 ( 4,468)
100
( 4,468) 9,086
-
-
Net income
of investee as
of June 30,
2014
Transcend
Information
(Shanghai),
Ltd.
Manufacturer and seller of
computer memory modules,
storage products and disks
Transtech
Trading
(Shanghai)
Co., Ltd.
Manufacturer and seller of
computer memory modules,
storage products and disks.
Wholesaler and agent of
computer memory modules
and peripheral products.
Retailer of computer
components.
Accumulated
amount of
remittance from
Taiwan to
Mainland
China as of
June 30, 2014
Investee in
Mainland
China
Main business activities
Paid-in capital
Investment
method
(Note 1)
Accumulated
amount of
remittance from
Taiwan to
Mainland
China as of
January 1,
2014
Amount remitted from
Taiwan to Mainland
China/Amount remitted
back to Taiwan for the six-
month period ended June 30,
2014
Ownership
held by the
Company
(direct and
indirect)
Investment
income (loss)
recognized by
the Company
for the six-
month period
ended June 30,
2014
Note 2
Book value of
investments in
Mainland
China as of
June 30, 2014
Accumulated
amount of
investment
income
remitted back
to Taiwan as
of June 30,
2014
Footnote
Company name
Accumulated amount of remittance from Taiwan to
Mainland China as of June 30, 2014
Investment amount approved by the Investment
Commission of the Ministry of Economic Affairs
(MOEA)
Ceiling on investments in Mainland China imposed by
the Investment Commission of MOEA
Transcend Information (Shanghai), Ltd.
$ 1,134,178
$ 1,134,178 $ -
Transtech Trading (Shanghai) Co., Ltd.
16,310 16,310 -
$ 1,150,488
$ 1,150,488 $ 11,200,107
Investee in
Mainland
China
Main business activities Paid-in capital Investment
method
(Note 1)
Accumulated
amount of
remittance from
Taiwan to
Mainland
China as of
January 1,
2014
Amount remitted from
Taiwan to Mainland
China/Amount remitted
back to Taiwan for the six-
month period ended June 30,
2014
Accumulated
amount of
remittance from
Taiwan to
Mainland
China as of
June 30, 2014
Net income
of investee as
of June 30,
2014
Ownership
held by the
Company
(direct and
indirect)
Investment
income (loss)
recognized by
the Company
for the six-
month period
ended June 30,
2014
Note 2
Book value of
investments in
Mainland
China as of
June 30, 2014
Accumulated
amount of
investment
income
remitted back
to Taiwan as
of June 30,
2014
Footnote
Remitted to
Mainland
China
Remitted
back to
Taiwan
Transcend
Information
(Shanghai),
Ltd.
Manufacturer and seller of
computer memory modules,
storage products and disks
$ 1,134,178 (2) $ 1,134,178 - - $ 1,134,178 $ 50,217 100 $ 49,858 $ 2,984,421 - -
Transtech
Trading
(Shanghai)
Co., Ltd.
Manufacturer and seller of
computer memory modules,
storage products and disks.
Wholesaler and agent of
computer memory modules
and peripheral products.
Retailer of computer
components.
16,310 (2) 16,310 - - 16,310 ( 4,468) 100 ( 4,468) 9,086 - -
Company name Accumulated amount of remittance from Taiwan to
Mainland China as of June 30, 2014
Investment amount approved by the Investment
Commission of the Ministry of Economic Affairs
(MOEA)
Ceiling on investments in Mainland China imposed by
the Investment Commission of MOEA
Transcend Information (Shanghai), Ltd. $ 1,134,178 $ 1,134,178 $ -
Transtech Trading (Shanghai) Co., Ltd. 16,310 16,310 -
$ 1,150,488 $ 1,150,488 $ 11,200,107

Note 1 Investment methods are classified into the following three categories:

(1) Directly invest in a company in Mainland China.

(2) Through investing in an existing company in the third area, which then invested in the invested in Mainland China. (3) Others.

Note 2 The financial statements that are audited and attested by R.O.C. parent company’s CPA.

Note 3 The numbers in this table are expressed in New Taiwan Dollars.

B.Significant transactions conducted with investees in Mainland China directly or indirectly through other companies in the third areas: None.

~46~

14. SEGMENT INFORMATION

(1) General information

The Group operates business only in a single industry, allocating resources and assessing performance of the Group as a whole, and has identified that the Group has only one reportable operating segment.

(2) Segment information

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

Segment revenue
Segment income
Segment revenue
Segment income
Forthe three-monthperiods ended June 30, Forthe three-monthperiods ended June 30,
2014
2013
6,656,660
$ 5,967,805
$ 839,975
$ 1,003,332
$ For the six-monthperiods endedJune30,
2014
13,451,271
$ 1,740,786
$
2013
13,018,934
$ 1,872,977
$

(3) Reconciliation for segment income (loss)

None.

~47~