INTELLIEPI INC. (CAYMAN) AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT ACCOUNTANTS DECEMBER 31, 2016 AND 2015 --------------------------------------------------------------------------------------------------------- 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. -1-
INTELLIEPI INC. (CAYMAN) AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, (Expressed in thousands of New Taiwan dollars) 2016 2015 Assets Notes Amount % Amount % Current assets 1100 Cash 6(1) $ 227,479 14 $ 362,209 23 1170 Accounts receivable, net 6(2) 115,172 7 93,928 6 1200 Other receivables 2,197-1,355-130X Inventories 6(3) 157,151 10 137,636 9 1410 Prepayments 7,070 1 13,055 1 1479 Other current assets 6(4) 46,815 3 266,676 17 11XX Total current assets 555,884 35 874,859 56 Non-current assets 1600 Property, plant and equipment 6(5) 643,735 41 583,812 37 1780 Intangible assets 6(6) 44,191 3 54,552 4 1840 Deferred income tax assets 6(18) 8,537-42,983 3 1900 Other non-current assets 6(7) 326,748 21 7,087-15XX Total non-current assets 1,023,211 65 688,434 44 1XXX Total assets $ 1,579,095 100 $ 1,563,293 100 Liabilities and Equity Current liabilities 2120 Financial liabilities at fair value through profit or loss 6(8) $ - - $ 1,246-2170 Accounts payable 49,873 3 52,945 3 2200 Other payables 6(9) 42,559 3 25,278 2 2310 Unearned revenue 353 - - - 21XX Total current liabilities 92,785 6 79,469 5 2530 Bonds payable 6(8) - - 1,198-2XXX Total liabilities 92,785 6 80,667 5 Equity attributable to owners of parent Share capital 6(11) 3110 Common share 361,348 23 343,752 22 Capital surplus 6(10)(12) 3200 Capital surplus 602,661 38 600,263 38 Retained earnings 6(13) 3310 Legal reserve 55,745 4 44,477 3 3350 Unappropriated retained earnings 379,472 24 373,063 24 Other equity 3400 Other equity 94,709 6 120,640 8 3500 Treasury stock 6(11) ( 8,109) ( 1) - - 31XX Equity attributable to owners of the parent 1,485,826 94 1,482,195 95 36XX Non-controlling interest 484-431 - 3XXX Total equity 1,486,310 94 1,482,626 95 Significant contingent liabilities and unrecognized 8 contract commitments Significant events after the balance sheet date 9 3X2X Total liabilities and equity $ 1,579,095 100 $ 1,563,293 100 The accompanying notes are an integral part of these consolidated financial statements. -8-
INTELLIEPI INC. (CAYMAN) AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, (Expressed in thousands of New Taiwan dollars, except earnings per share amounts) 2016 2015 Items Notes Amount % Amount % 4000 Operating revenue 6(14) $ 885,355 100 $ 857,284 100 5000 Operating costs 6(3)(14)(15) ( 588,953) ( 67)( 535,993)( 63) 5950 Net gross profit 296,402 33 321,291 37 Operating expenses 6(15)(16) 6100 Selling expenses ( 8,367) ( 1)( 5,758)( 1) 6200 General and administrative expenses ( 112,384) ( 13)( 106,353)( 12) 6300 Research and development expenses ( 30,558) ( 3)( 24,348)( 3) 6000 Total Operating Expenses ( 151,309) ( 17)( 136,459)( 16) 6900 Operating income 145,093 16 184,832 21 Non-operating income and expenses 6(17) 7010 Other income 6,634 1 5,262 1 7020 Other gains and losses ( 2,348) - ( 62,273)( 7) 7050 Financial costs 6(8) ( 12) - ( 13,699)( 2) 7000 Total non-operating income and expenses 4,274 1 ( 70,710)( 8) 7900 Income before income tax, net 149,367 17 114,122 13 7950 Income tax expense 6(18) ( 45,648) ( 5)( 1,411) - 8200 Net income for the year $ 103,719 12 $ 112,711 13 Other comprehensive income, net Other comprehensive (loss) income that will not be reclassified to profit or loss 8341 Cumulative translation differences of 4(4) foreign operations ($ 25,931) ( 3) $ 50,141 6 8500 Total comprehensive income for the year $ 77,788 9 $ 162,852 19 Profit attributable to: 8610 Equity holders of the Company $ 103,666 12 $ 112,685 13 8620 Non-controlling interest 53-26 - Total $ 103,719 12 $ 112,711 13 Comprehensive income attributable to: 8710 Equity holders of the Company $ 77,735 9 $ 162,826 19 8720 Non-controlling interest 53-26 - Total $ 77,788 9 $ 162,852 19 Earnings per share 6(19) 9750 Basic earnings per share (in New Taiwan dollars) $ 2.88 $ 3.33 9850 Diluted earnings per share (in New Taiwan dollars) $ 2.87 $ 3.32 The accompanying notes are an integral part of these consolidated financial statements. -9-
INTELLIEPI INC. (CAYMAN) AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, (Expressed in thousands of New Taiwan dollars) -10- Equity attributable to owners of the parent Capital surplus Retained earnings Notes Common share Paid-in capital in excess of par value Share-based payment Legal reserve Unappropriated retained earnings Cumulative translation differences of foreign operations Treasury stock Total Noncontrolling interest Total equity 2015 Balance at January 1, 2015 $ 300,552 $ 264,937 $ 17,025 $ 27,245 $ 322,693 $ 70,499 $ - $ 1,002,951 $ 405 $ 1,003,356 Compensation cost of share-based payment 6(10) - - 2,392 - - - - 2,392-2,392 Appropriations of 2014 earnings Legal reserve - - - 17,232 ( 17,232 ) - - - - - Cash dividends - - - - ( 45,083 ) - - ( 45,083 ) - ( 45,083 ) Issuance of common stock for convertible bonds 6(8)(11) 42,905 315,763 - - - - - 358,668-358,668 Issuance of common stock for stock option 295 849 ( 703 ) - - - - 441-441 Net income for the year - - - - 112,685 - - 112,685 26 112,711 Other comprehensive income for the year - - - - - 50,141-50,141-50,141 Balance at December 31, 2015 $ 343,752 $ 581,549 $ 18,714 $ 44,477 $ 373,063 $ 120,640 $ - $ 1,482,195 $ 431 $ 1,482,626 2016 Balance at January 1, 2016 $ 343,752 $ 581,549 $ 18,714 $ 44,477 $ 373,063 $ 120,640 $ - $ 1,482,195 $ 431 $ 1,482,626 Compensation cost of share-based payment 6(10) - - 101 - - - - 101-101 Appropriations of 2015 earnings 6(13) Legal reserve - - - 11,268 ( 11,268 ) - - - - - Cash dividends - - - - ( 68,791 ) - - ( 68,791 ) - ( 68,791 ) Stock dividends 17,198 - - - ( 17,198 ) - - - - - Issuance of common stock for convertible bonds 6(8) 203 2,103 - - - - - 2,306-2,306 Issuance of common stock for stock option 6(10) 195 734 ( 540 ) - - - - 389-389 Net income for the year - - - - 103,666 - - 103,666 53 103,719 Other comprehensive loss for the year 4(4) - - - - - ( 25,931 ) - ( 25,931 ) - ( 25,931 ) Purchase of treasury share 6(11) - - - - - - ( 8,109 ) ( 8,109 ) - ( 8,109 ) Balance at December 31, 2016 $ 361,348 $ 584,386 $ 18,275 $ 55,745 $ 379,472 $ 94,709 ($ 8,109 ) $ 1,485,826 $ 484 $ 1,486,310 The accompanying notes are an integral part of these consolidated financial statements.
INTELLIEPI INC. (CAYMAN) AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, (Expressed in thousands of New Taiwan dollars) Notes 2016 2015 CASH FLOWS FROM OPERATING ACTIVITIES Income before tax for the year $ 149,367 $ 114,122 Adjustments to reconcile income before tax to net cash provided by operating activities Income and expenses having no effect on cash flows Depreciation 6(5) 76,615 65,090 Amortization 6(6) 10,005 9,822 Compensation cost of share-based payment 6(10) 101 2,392 Loss on disposal of property, plant and equipment 6(5) - 51 Interest income 6(17) ( 6,567 ) ( 4,540 ) Interest expense 6(17) 12 13,699 (Gain) loss on valuation of financial liabilities at fair 6(8) value through profit or loss ( 150 ) 66,951 Exchange gain on convertible bonds 10(4) ( 19 ) ( 1,795 ) Changes in assets/liabilities relating to operating activities Net changes in assets relating to operating activities Accounts receivable 6(2) ( 22,889 ) ( 13,277 ) Inventories 6(3) ( 21,925 ) ( 8,328 ) Prepayments 5,757 ( 3,235 ) Other receivables ( 866 ) ( 404 ) Other current assets - ( 2,757 ) Net changes in liabilities relating to operating activities Accounts payable ( 2,144 ) 14,656 Other payables 6(9) 17,723 8,429 Unearned revenue 353 ( 1,270 ) Cash provided by operations 205,373 259,606 Income tax paid 6(18) ( 10,191 ) ( 7,204 ) Interest received 5,132 4,540 Net cash provided by operating activities 200,314 256,942 CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of property, plant and equipment 6(5) ( 139,898 ) ( 21,799 ) Acquisition of intangible assets 6(6) ( 593 ) ( 2,235 ) Increase in other non-current assets 6(7) ( 326,748 ) ( 45,662 ) Decrease in other current assets 6(4) 215,189 - Net cash used in investing activities ( 252,050 ) ( 69,696 ) CASH FLOWS FROM FINANCING ACTIVITIES Cash dividends paid 6(13) ( 68,791 ) ( 45,083 ) Exercise of employee stock warrants 6(10) 389 441 Purchase of treasury share 6(11) ( 1,680 ) - Net cash used in financing activities ( 70,082 ) ( 44,642 ) Effect of exchange rate changes on cash ( 12,912 ) 14,096 (Decrease) increase in cash ( 134,730 ) 156,700 Cash at beginning of year 362,209 205,509 Cash at end of year $ 227,479 $ 362,209 The accompanying notes are an integral part of these consolidated financial statements. -11-
INTELLIEPI INC. (CAYMAN) AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2016 AND 2015 (Expressed in thousands of New Taiwan dollars, except as otherwise indicated) 1. HISTORY AND ORGANIZATION IntelliEPI Inc. (Cayman) (the Company or IET Cayman ) was incorporated as a company limited by shares under the provisions of the Company Law of the Cayman Islands. On May 31, 2011, the Company became the holding company of Intelligent Epitaxy Technology, Inc. (the IET-US ) and acquired IET-US s total shares using an exchange ratio of a 1.5:1 in order to apply for listing on the Taipei Exchange. The operational activities of the Company and its subsidiaries (collectively referred herein as the Group ) include production and sales of epitaxy wafers providing the semiconductor industry with wireless and satellite communications. The Company s shares were listed on the Taipei Exchange and started trading on July 24, 2013. 2. THE DATE OF AUTHORIZATION FOR ISSUANCE OF THE CONSOLIDATED FINANCIAL STATEMENTS AND PROCEDURES FOR AUTHORIZATION These consolidated financial statements were authorized for issuance by the Board of Directors on March 28, 2017. 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 New standards, interpretations and amendments as endorsed by FSC effective from 2017 are as follows: Effective Date by International Accounting New Standards, Interpretations and Amendments Standards Board Investment entities: applying the consolidation exception January 1, 2016 (amendments to IFRS 10, IFRS 12 and IAS 28) Accounting for acquisition of interests in joint operations January 1, 2016 (amendments to IFRS 11) IFRS 14, Regulatory deferral accounts January 1, 2016-12-
Effective Date by International Accounting New Standards, Interpretations and Amendments Standards Board Disclosure initiative (amendments to IAS 1) January 1, 2016 Clarification of acceptable methods of depreciation and January 1, 2016 amortization (amendments to IAS 16 and IAS 38) Agriculture: bearer plants (amendments to IAS 16 and IAS 41) January 1, 2016 Defined benefit plans: employee contributions July 1, 2014 (amendments to IAS 19R) Equity method in separate financial statements January 1, 2016 (amendments to IAS 27) Recoverable amount disclosures for non-financial assets January 1, 2014 (amendments to IAS 36) Novation of derivatives and continuation of hedge accounting January 1, 2014 (amendments to IAS 39) IFRIC 21, Levies January 1, 2014 Improvements to IFRSs 2010-2012 July 1, 2014 Improvements to IFRSs 2011-2013 July 1, 2014 Improvements to IFRSs 2012-2014 January 1, 2016 Based on the Group s assessment, the adoption of the standards has no significant impact on its consolidated financial statements. (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 IFRSs as endorsed by the FSC effective from 2017 are as follows: Effective Date by International Accounting New Standards, Interpretations and Amendments Standards Board Classification and measurement of share-based payment January 1, 2018 transactions (amendments to IFRS 2) Applying IFRS 9, Financial instruments with IFRS 4, Insurance January 1, 2018 contracts (amendments to IFRS 4) IFRS 9, Financial instruments January 1, 2018 Sale or contribution of assets between an investor and its associate or joint venture (amendments to IFRS 10 and IAS 28) To be determined by International Accounting Standards Board IFRS 15, Revenue from contracts with customers January 1, 2018 Clarifications to IFRS 15, Revenue from contracts with January 1, 2018 customers (amendments to IFRS 15) IFRS 16, Leases January 1, 2019 Disclosure initiative (amendments to IAS 7) January 1, 2017 Recognition of deferred tax assets for unrealized losses January 1, 2017 (amendments to IAS 12) -13-
Effective Date by International Accounting New Standards, Interpretations and Amendments Standards Board Transfers of investment property (amendments to IAS 40) January 1, 2018 IFRIC 22, Foreign currency transactions and advance January 1, 2018 consideration Annual improvements to IFRSs 2014-2016 cycle - Amendments to January 1, 2018 IFRS 1, First-time adoption of International Financial Reporting Standards Annual improvements to IFRSs 2014-2016 cycle - Amendments to January 1, 2017 IFRS 12, Disclosure of interests in other entities Annual improvements to IFRSs 2014-2016 cycle - Amendments to January 1, 2018 IAS 28, Investments in associates and joint ventures Except for the following, the above standards and interpretations have no significant impact to the Group s financial condition and operating results based on the Group s assessment. A. IFRS 9, Financial instruments The impairment losses of debt instruments are assessed using an expected credit loss approach. An entity assesses at each balance sheet date whether there has been a significant increase in credit risk on that instrument since initial recognition to recognize 12-month expected credit losses or lifetime expected credit losses (interest revenue would be calculated on the gross carrying amount of the asset before impairment losses occurred); or if the instrument that has objective evidence of impairment, interest revenue after the impairment would be calculated on the book value of net carrying amount (i.e. net of credit allowance). The Company shall always measure the loss allowance at an amount equal to lifetime expected credit losses for trade receivables that do not contain a significant financing component. B. IFRS 15, Revenue from contracts with customers IFRS 15, Revenue from contracts with customers replaces IAS 11, Construction Contracts, IAS 18, Revenue and relevant interpretations. According to IFRS 15, revenue is recognized when a customer obtains control of promised goods or services. A customer obtains control of goods or services when a customer has the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset. The core principle of IFRS 15 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by applying the following steps: -14-
Step 1: Identify contracts with customer Step 2: Identify separate performance obligations in the contract(s) Step 3: Determine the transaction price Step 4: Allocate the transaction price Step 5: Recognize revenue when the performance obligation is satisfied Further, IFRS 15 includes a set of comprehensive disclosure requirements that requires an entity to disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. C. IFRS 16, Leases IFRS 16, Leases, replaces IAS 17, Leases and related interpretations and SICs. The standard requires lessees to recognize a 'right-of-use asset' and a lease liability (except for those leases with terms of 12 months or less and leases of low-value assets). D. Amendments to IAS 7, Disclosure initiative This amendment requires that an entity shall provide more disclosures related to changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes. 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated. (1) Compliance statement The consolidated financial statements of the Group have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the IFRSs ). -15-
(2) Basis of preparation A. Except for the financial assets or financial liabilities (including derivative instruments) at fair value through profit or loss, the consolidated financial statements have been prepared under the historical cost convention. B. The preparation of financial statements in compliance with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5. (3) Basis of consolidation A. Basis for preparation of consolidated financial statements (a) All subsidiaries are included in the Group s consolidated financial statements. Subsidiaries are all entities (including structured entities) controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries. (b) Inter-company transactions, balances and unrealized gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group. (c) Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance. (d) Changes in a parent s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity. (e) When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the -16-
associate or joint venture. Any difference between fair value and carrying amount is recognized in profit or loss. All amounts previously recognized in other comprehensive income in relation to the subsidiary are reclassified to profit or loss on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognized in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of. B. Subsidiaries included in the consolidated financial statements Ownership (%) Name of Investor Name of Subsidiary Main Business Activities December 31, 2016 December 31, 2015 The Company Intelligent Epitaxy Manufacturing and selling epitaxy 100% 100% Technology, Inc. (IET- US) IET-US IntelliEPI China, Ltd. Provision of research and 100% 100% (IET-China) development service for semiconductor materials, and technical support services IntelliEPI Japan, Ltd. (IET-Japan) Provision of sales assistance and technical support services 51% 51% IntelliEPI IR, Inc. (IET-IR) Provision of semiconductor technical services 40% (Note) 40% (Note) Note: IET-US held 40% of equity, and the other 60% was held by the management of IET-US. Further, IET-US had 100% right to earnings distribution so it essentially controls IET-IR. C. Subsidiaries not included in the consolidated financial statements: None. D. Adjustments for subsidiaries with different balance sheet dates: None. E. Restrictions on fund remittance from subsidiaries to the parent company: None. F. Subsidiaries that have non-controlling interests that are material to the Group: None. (4) Foreign currency translation Items included in the financial statements of each of the Group s entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency ). The consolidated financial statements are presented in United States dollars (USD), which is the Company s functional and the Group s presentation currency. However, as the Company s stocks are traded in the Taipei Exchange, these consolidated financial statements are presented in New Taiwan dollars (NTD). -17-
A. Foreign currency transactions and balances (a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in profit or loss in the period in which they arise. (b) Monetary assets and liabilities denominated in foreign currencies at the period end are re-translated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognized in profit or loss. (c) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognized in profit or loss. Nonmonetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognized in other comprehensive income. However, non-monetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions. (d) All foreign exchange gains and losses are presented in the statement of comprehensive income within other gains and losses. B. Translation of foreign operations The operating results and financial position of all the group entities and associates that have a functional currency different from the presentation currency are translated into the presentation currency as follows: (a) Assets and liabilities for each balance sheet presented are translated at the exchange rate prevailing at the dates of that balance sheet; (b) Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and (c) All resulting exchange differences are recognized in other comprehensive income. -18-
(5) Classification of current and non-current items A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets: (a) Assets arising from operating activities that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle; (b) Assets held mainly for trading purposes; (c) Assets that are expected to be realized within twelve months from the balance sheet date; (d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the balance sheet date. B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities: (a) Liabilities that are expected to be paid off within the normal operating cycle; (b) Liabilities arising mainly from trading activities; (c) Liabilities that are to be paid off within twelve months from the balance sheet date; (d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification. (6) Accounts receivable Accounts receivable are created by the entity by selling goods or providing services to customers in the ordinary course of business. Accounts receivable are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method, less provision for impairment. However, short-term accounts receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial. -19-
(7) Impairment of financial assets A. The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired as a result of one or more events that occurred after the initial recognition of the asset (a loss event ) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. B. The criteria that the Group uses to determine whether there is objective evidence of impairment loss is as follows: (a) Significant financial difficulty of the debtor; (b) A breach of contract, such as a default or delinquency in interest or principal payments; (c) The Group, for economic or legal reasons relating to the borrower s financial difficulty, granted the borrower a concession that a lender would not otherwise consider; (d) It becomes probable that the borrower will enter bankruptcy or other financial reorganization. C. When the Group assesses that there has been objective evidence of impairment and an impairment loss has occurred, accounting for impairment is made as follows according to the category of financial assets. The amount of the impairment loss is measured as the difference between the asset s carrying amount and the present value of estimated future cash flows discounted at the financial asset s original effective interest rate, and is recognized in profit or loss. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment loss was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the asset does not exceed its amortized cost that would have been at the date of reversal had the impairment loss not been recognized previously. Impairment loss is recognized and reversed by adjusting the carrying amount of the asset through the use of an impairment allowance account. (8) Derecognition of financial assets The Group derecognizes a financial asset when the contractual rights to receive the cash flows from the financial asset expire. (9) Inventories Inventories are stated at the lower of cost and net realisable value. Cost is determined using the first-in, first-out (FIFO) method. The cost of finished goods and work in process comprises raw materials, direct labour, other direct costs and related production overheads -20-
(allocated based on normal operating capacity). It excludes borrowing costs. The item by item approach is used in applying the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and applicable variable selling expenses. (10) Property, plant and equipment A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised. B. Subsequent costs are included in the asset s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred. C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately. D. The assets residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each balance sheet date. If expectations for the assets residual values and useful lives differ from previous estimates or the patterns of consumption of the assets future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors, from the date of the change. The estimated useful lives of property, plant and equipment are as follows: Buildings Machinery and equipment Computer equipment Office equipment Others 5 years 20 years 2~15 years 3~5 years 5~7 years (11) Leases (lessee) Payments made under an operating lease are recognized in profit or loss on a straight-line basis over the lease term. -21-
(12) Intangible assets A. Patents The patent regarding the software for machine monitoring was recognized at cost and amortized on a straight-line basis over 53 months. B. Computer software Computer software expenditures are stated at cost and amortized over the estimated life of 3 years using the straight-line method. C. Know-how Know-how which refers to process technology purchased externally is recognized at cost and amortized over 7 years using the straight-line method. (13) Impairment of non-financial assets The Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognized for the amount by which the asset s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset s fair value less costs to sell or value in use. Except for goodwill, when the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortized historical cost would have been if the impairment had not been recognized. (14) Accounts payable Notes and accounts payable are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. They are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method. However, shortterm accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial. (15) Financial liabilities at fair value through profit or loss A. Financial liabilities at fair value through profit or loss are financial liabilities held for trading. Financial liabilities are classified in this category of held for trading if acquired principally for the purpose of repurchasing in the short-term. Derivatives are also categorized as financial liabilities held for trading unless they are designated as hedges. -22-
B. Financial liabilities at fair value through profit or loss are initially recognized at fair value. Related transaction costs are expensed in profit or loss. These financial liabilities are subsequently remeasured and stated at fair value, and any changes in the fair value of these financial liabilities are recognized in profit or loss. (16) Derecognition of financial liabilities A financial liability is derecognized when the obligation under the liability specified in the contract is discharged or cancelled or expires. (17) Bonds payable Convertible corporate bonds issued by the Group contain conversion options (that is, the bondholders have the right to convert the bonds into the Group s common shares by exchanging a fixed amount of cash for a fixed number of common shares), call options and put options. The Group classifies the bonds payable and derivative features embedded in convertible corporate bonds on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial asset, a financial liability and an equity instrument. Convertible corporate bonds are accounted for as follows: A. Call options and put options embedded in convertible corporate bonds are recognized initially at net fair value as financial assets or financial liabilities at fair value through profit or loss. They are subsequently remeasured and stated at fair value on each balance sheet date; the gain or loss is recognized as gain or loss on valuation of financial assets or financial liabilities at fair value through profit or loss. B. Bonds payable of convertible corporate bonds is initially recognized at fair value and subsequently stated at amortized cost. Any difference between the proceeds and the redemption value is accounted for as the premium or discount on bonds payable and presented as an addition to or deduction from bonds payable, which is amortized in profit or loss as an adjustment to the finance costs over the period of bond circulation using the effective interest method. C. Any transaction costs directly attributable to the issuance of convertible corporate bonds are allocated to the liability and equity components in proportion to the allocation of proceeds. D. When bondholders exercise conversion options, the liability component of the bonds (including bonds payable and financial assets or financial liabilities at fair value through profit or loss ) shall be remeasured on the conversion date. The book value of common shares issued due to the conversion shall be based on the adjusted book value of the abovementioned liability component plus the book value of capital surplus. -23-
(18) Employee benefits A. Short-term employee benefits Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognized as expenses in that period when the employees render service. B. Pensions - Defined contribution plans The Company has a defined contribution pension plan. recognized as incurred. Net periodic pension costs are C. Employees compensation and directors and supervisors remuneration Employees compensation and directors and supervisors remuneration are recognized as expenses and liabilities, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates. (19) Employee share-based payment For the equity-settled share-based payment arrangements, the employee services received are measured at the fair value of the equity instruments granted at the grant date, and are recognized as compensation cost over the vesting period, with a corresponding adjustment to equity. The fair value of the equity instruments granted shall reflect the impact of market vesting conditions and non-market vesting conditions. Compensation cost is subject to adjustment based on the service conditions that are expected to be satisfied and the estimates of the number of equity instruments that are expected to vest under the non-market vesting conditions at each balance sheet date. Ultimately, the amount of compensation cost recognized is based on the number of equity instruments that eventually vest. (20) Income tax A. The tax expense for the period comprises current and deferred tax. Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or items recognized directly in equity, in which cases the tax is recognized in other comprehensive income or equity. B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax -24-
regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. C. Deferred income tax is recognized, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated balance sheet. However, the deferred income tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled. D. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. At each balance sheet date, unrecognized and recognized deferred income tax assets are reassessed. E. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. Deferred income tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realize the asset and settle the liability simultaneously. (21) Share capital A. Common shares are classified as equity. Incremental costs directly attributable to the issue of new shares or stock options are shown in equity as a deduction, net of tax, from the proceeds. B. Where the Company repurchases the Company s equity share capital that has been issued, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company s equity holders. Where such shares are subsequently reissued, the difference between their book value and any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company s equity holders. -25-
(22) Dividends Dividends are recorded in the Company s financial statements in the period in which they are approved by the Company s shareholders. Cash dividends are recorded as liabilities; stock dividends are recorded as stock dividends to be distributed and are reclassified to ordinary shares on the effective date of new shares issuance. (23) Revenue recognition A. Sales of goods The Group manufactures and sells epitaxy wafers products. Revenue is measured at the fair value of the consideration received or receivable taking into account value-added tax, returns, rebates and discounts for the sale of goods to external customers in the ordinary course of the Group s activities. Revenue arising from the sales of goods is recognized when the Group has delivered the goods to the customer, the amount of sales revenue can be measured reliably and it is probable that the future economic benefits associated with the transaction will flow to the entity. The delivery of goods is completed when the significant risks and rewards of ownership have been transferred to the customer, the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold, and the customer has accepted the goods based on the sales contract or there is objective evidence showing that all acceptance provisions have been satisfied. B. Sales of services The Group provides testing results and reports for specific manufacturing technology, and researches products with specified size. The Group recognizes revenue after reaching appointed testing process, presenting written paper and/or delivering research and development finished goods for counterparties inspection. (24) Operating segments Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions. 5. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION UNCERTAINTY The preparation of these consolidated financial statements requires management to make critical judgements in applying the Group s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are -26-
continually evaluated and adjusted based on historical experience and other factors. information is addressed below: The above Critical accounting estimates and assumptions The Group assesses impairment based on its subjective judgement and determines the separate cash flows of a specific group of assets, involves many assumptions, including using annual forecast to estimate future cash flow based on expected sales growth rate, expense rate and discount rate. Any changes in economic circumstances or estimates due to the change of Group strategy might cause material impact on the impairment assessment in the future. The Group performed sensitivity analysis on growth rate, expense rate and discount rate to assess the impact on impairment assessment. As of December 31, 2016, the carrying amount of property, plant and equipment was $643,735. 6. DETAILS OF SIGNIFICANT ACCOUNTS (1) Cash December 31, 2016 December 31, 2015 Cash on hand and petty cash $ 223 $ 128 Checking accounts and demand deposits 227,256 362,081 $ 227,479 $ 362,209 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. The Group has no cash and cash equivalents pledged to others. (2) Accounts receivable December 31, 2016 December 31, 2015 Accounts receivable $ 115,172 $ 93,928 Less: allowance for bad debts - - $ 115,172 $ 93,928-27-
A. 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: December 31, 2016 December 31, 2015 Group 1 $ 79,256 $ 57,319 Group 2 7,527 11,797 Group 3 5,444 6,098 $ 92,227 $ 75,214 Note: Group 1: Top 10 customers (mainly counterparties of sales with high credit quality) Group 2: Service contract customers (mainly government institutions with high credit quality) Group 3: Others B. The ageing analysis of accounts receivable that were past due but not impaired is as follows: December 31, 2016 December 31, 2015 Up to 30 days $ 15,512 $ 16,029 31 to 90 days 6,083 2,685 91 to 180 days 1,350 - $ 22,945 $ 18,714 C. Movement analysis of financial assets that were impaired is as follows: The Group wrote off unrecoverable aged amounts in the second quarter of 2015. As of December 31, 2016, the Group has no provision for impairment of accounts receivable. D. The Group does not hold any collateral as security. (3) Inventories December 31, 2016 Cost Allowance for value decline and obsolescence Book value Raw materials $ 112,492 ($ 18,346) $ 94,146 Work in process 11,652 ( 991) 10,661 Finished goods 60,058 ( 7,714) 52,344 $ 184,202 ($ 27,051) $ 157,151-28-
December 31, 2015 Cost Allowance for value decline and obsolescence Book value Raw materials $ 120,019 ($ 18,861) $ 101,158 Work in process 10,578 ( 264) 10,314 Finished goods 31,833 ( 5,669) 26,164 $ 162,430 ($ 24,794) $ 137,636 The cost of inventories recognized as expense for the year: 2016 2015 Cost of goods sold $ 544,005 $ 479,664 Provision for inventory loss 2,711 4,601 $ 546,716 $ 484,265 (4) Other current assets December 31, 2016 December 31, 2015 Time deposits $ - $ 266,676 Restricted cash for purchase of treasury shares purpose 46,125 - Others 690 - $ 46,815 $ 266,676-29-
(5) Property, plant and equipment Buildings and structures Machinery and equipment Computer equipment Office equipment Construction in progress Others Total Land At January 1, 2016 Cost $ 40,614 $ 81,714 $ 831,849 $ 4,151 $ 268 $ - $ 255,044 $ 1,213,640 Accumulated depreciation - ( 56,584) ( 564,740) ( 3,582) ( 203) - ( 4,719) ( 629,828) $ 40,614 $ 25,130 $ 267,109 $ 569 $ 65 $ - $ 250,325 $ 583,812 2016 Opening net book amount $ 40,614 $ 25,130 $ 267,109 $ 569 $ 65 $ - $ 250,325 $ 583,812 Additions - 1,278 34,606 256-84,430 19,753 140,323 Disposals - - - - - - - - Reclassifications - - 95,392 - - 1,394 ( 89,207) 7,579 Depreciation charge - ( 5,648) ( 69,100) ( 423) ( 40) - ( 1,404) ( 76,615) Net exchange differences ( 712) ( 444) ( 5,649) ( 5) ( 1) 983 ( 5,536) ( 11,364) Closing net book amount $ 39,902 $ 20,316 $ 322,358 $ 397 $ 24 $ 86,807 $ 173,931 $ 643,735 At December 31, 2016 Cost $ 39,902 $ 81,554 $ 945,990 $ 4,338 $ 264 $ 86,807 $ 179,969 $ 1,338,824 Accumulated depreciation - ( 61,238) ( 623,632) ( 3,941) ( 240) - ( 6,038) ( 695,089) $ 39,902 $ 20,316 $ 322,358 $ 397 $ 24 $ 86,807 $ 173,931 $ 643,735-30-
Buildings and structures Machinery and equipment Computer equipment Office equipment Others (Note) Total Land At January 1, 2015 Cost $ 39,160 $ 75,664 $ 738,129 $ 3,903 $ 259 $ 8,290 $ 865,405 Accumulated depreciation - ( 48,802) ( 487,456) ( 2,554) ( 157) ( 3,153) ( 542,122) $ 39,160 $ 26,862 $ 250,673 $ 1,349 $ 102 $ 5,137 $ 323,283 2015 Opening net book amount $ 39,160 $ 26,862 $ 250,673 $ 1,349 $ 102 $ 5,137 $ 323,283 Additions - 1,384 20,271 99-45 21,799 Disposals - - ( 51) - - - ( 51) Reclassifications - 183 43,794 - - 240,000 283,977 Depreciation charge - ( 5,467) ( 57,284) ( 901) ( 39) ( 1,399) ( 65,090) Net exchange differences 1,454 2,168 9,706 22 2 6,542 19,894 Closing net book amount $ 40,614 $ 25,130 $ 267,109 $ 569 $ 65 $ 250,325 $ 583,812 At December 31, 2015 Cost $ 40,614 $ 81,714 $ 831,849 $ 4,151 $ 268 $ 255,044 $ 1,213,640 Accumulated depreciation - ( 56,584) ( 564,740) ( 3,582) ( 203) ( 4,719) ( 629,828) $ 40,614 $ 25,130 $ 267,109 $ 569 $ 65 $ 250,325 $ 583,812 A. None of the property, plant and equipment were impaired for both years. B. The significant components of buildings include main plant, which is depreciated over 20 years. Note: The reclassification of $240,000 in 2015 represents transfer from Prepayment for equipment to Property, plant and equipment. These equipment have not yet been assembled and used for operation uses. In view of insufficient space as the building of new plant was still in progress, such equipment was temporarily classified as Others to distinguish from those equipment which are currently used in operations and are classified under Machinery and equipment. -31-