OPTO TECH CORPORATION FINANCIAL …...financial statements are the responsibility of the Company’s...
Transcript of OPTO TECH CORPORATION FINANCIAL …...financial statements are the responsibility of the Company’s...
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OPTO TECH CORPORATION
FINANCIAL STATEMENTS
AND REPORT OF INDEPENDENT ACCOUNTANTS
SEPTEMBER 30, 2012 AND 2011
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.
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Report of Independent Accountants Translated from Chinese
(12)PWCR12001953
To the Board of Directors and Stockholders of Opto Tech Corporation
We have reviewed the accompanying balance sheets of Opto Tech Corporation as of September 30, 2012
and 2011, and the related statements of income and of cash flows for the nine-month periods then ended. These
financial statements are the responsibility of the Company’s management. Our responsibility is to express a
conclusion on these financial statements based on our reviews.
Except as discussed in the following paragraph, we conducted our reviews in accordance with the
Statement of Auditing Standards No. 36, “Review of Financial Statements” in the Republic of China. A review
consists principally of inquiries of company personnel and analytical procedures applied to financial data. It is
substantially less in scope than an audit in accordance with generally accepted auditing standards, 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.
The Company’s long-term investments accounted for under the equity method and the amounts and
information disclosed in Note 11 as of September 30, 2012 and 2011 were based on the investees’ financial
statements which were not reviewed by independent accountants. As of September 30, 2012 and 2011, these
long-term investments amounted to $1,302,186 thousand and $1,340,215 thousand, representing 11.80% and
11.47% of total assets, respectively. The related investment loss were $32,367 thousand and $36,526
thousand for the nine-month periods then ended.
Based on our reviews, except for the effect on the financial statements of such adjustments, if any, as
might have been determined to be necessary had the financial statements of these investee companies been
reviewed by independent accountants as explained in the preceding paragraph, we are not aware of any material
modifications that should be made to the financial statements referred to above to be in conformity with the
“Rules Governing the Preparation of Financial Statements by Securities Issuers” and generally accepted
accounting principles in the Republic of China.
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We have also reviewed the consolidated financial statements of Opto Tech Corporation and its subsidiaries
(not presented herein) as of and for the nine-month period ended September 30, 2011. In our report dated
November 04, 2011, we issued a qualified conclusion on the consolidated financial statements since the
financial statements of the investee companies were not reviewed by independent accountants. The consolidated
financial statements of Opto Tech Corporation and its subsidiaries as of and for the nine-month period ended
September 30, 2012 have not yet been reviewed by independent accountants.
PricewaterhouseCoopers, Taiwan
October 29, 2012
The accompanying financial statements are not intended to present the financial position and results of operations and cashflows of the Company in accordance with accounting principles generally accepted in countries and jurisdictions other thanthe Republic of China. The standards, procedures and practices in the Republic of China governing the audit of suchfinancial statements may differ from those generally accepted in countries and jurisdictions other than the Republic ofChina. Accordingly, the accompanying financial statements and report of independent accountants are not intended for useby those who are not informed about the accounting principles or auditing standards generally accepted in the Republic ofChina, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liabilityfor the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from thetranslation.
2012 2011 2012 2011
ASSETS LIABILITIES AND STOCKHOLDERS' EQUITY
Current Assets Current Liabilities
Cash and cash equivalents (Note 4(1)) 2,151,291$ 2,412,263$ Short-term loans (Note 4(10)) 554,513$ 817,070$Financial assets at fair value through profit or loss - current (Note 4(2)) 13 170,760 Financial liabilities at fair value through profit or loss - current (Note 4(2)) - 6,020Notes receivable - net 10,442 35,548 Notes payable 12,102 19,051Notes receivable - related parties - net (Note 5) - 2 Accounts payable 802,860 623,293Accounts receivable - net (Note 4(3)) 1,853,842 1,705,157 Accounts payable - related parties (Note 5) 790,509 980,629Accounts receivable - related parties - net (Note 5) 182,262 293,077 Income tax payable (Note 4(18)) 23,639 -Other receivables (Note 4(18)) 14,089 19,955 Accrued expenses 300,101 315,586Other financial assets - current (Note 6) 101,936 36,916 Other payables (Note 4(15)) 89,586 114,426Inventories - net (Note 4(4)) 1,261,383 1,379,572 Unearned revenue collected in advance (Note 5) 62,907 43,259Prepaid expenses 13,625 11,783 Long-term liabilities - current portion (Note 4(11)) 877,017 577,894Prepayments 630 23,211 Other current liabilities 21,724 23,920
Deferred income tax assets - current (Note 4(18)) 41,640 51,028 Total current liabilities 3,534,958 3,521,148
Other current assets 4,432 2,330
Total current assets 5,635,585 6,141,602 Long-term Liability
Long-term loans (Notes 4(11), 6 and 7) 241,176 960,926
Funds and Investments
Available-for-sale financial assets - non-current (Note 4(5)) 28,245 40,946 Other Liabilities
Financial assets carried at cost - non-current (Note 4(6)) 539,117 560,182 Accrued pension liabilities (Note 4(12)) 145,136 154,924Long-term investments-accounted for under the equity method (Note 4(7)) 1,302,186 1,340,215 Guarantee deposits 58 450
Total funds and investments 1,869,548 1,941,343 Other liabilities - others 20,782 15,965
Total other liabilities 165,976 171,339
Property, Plant and Equipment (Notes 4(8) and 6) TOTAL LIABILITIES 3,942,110 4,653,413
Cost
Buildings 1,715,103 1,709,686 Stockholders' Equity
Machinery 3,978,434 3,526,930 Capital
Utility facilities 990,054 972,653 Common stock (Notes 4(13)(17)) 5,456,621 5,490,051Pollution prevention facilities 588,103 575,570 Capital Reserves (Note 4(14))
Transportation equipment 5,241 5,241 Paid-in capital in excess of par 313,140 315,058Office equipment 49,136 48,019 Additional paid-in capital - treasury stock transactions (Note 4(16)) 60,256 60,625Other equipment 1,626,894 1,524,058 Capital reserve from long-term investments 175,202 173,257
Cost and revaluation increments 8,952,965 8,362,157 Capital reserve from employee stock options (Note 4(17)) 162,929 115,006Less: Accumulated depreciation 6,034,059)( 5,666,930)( Retained Earnings
Accumulated impairment 9,296)( 9,310)( Legal reserve 262,183 216,841Construction in progress and prepayments for equipment 245,427 533,095 Special reserve 90,871 115,018
Total property, plant and equipment 3,155,037 3,219,012 Unappropriated earnings (Notes 4(15)(18)) 679,860 701,825Other Adjustments to Stockholders' Equity
Intangible asset Cumulative translation adjustments 39,327 58,944Deferred pension costs (Note 4(12)) 1,964 2,182 Unrecognized pension cost (Note 4(12)) 78,296)( 93,124)(
Unrealized gain or loss on available-for-sale financial assets (Note 4(5)) 42,811)( 91,123)(Treasury stock (Note 4(16)) 26,699)( 28,035)(
Other assets TOTAL STOCKHOLDERS' EQUITY 7,092,583 7,034,343
Idle assets (Note 4(9)) 42,986 108,034Deposits out 11,314 8,234 Commitments and Contingent Liabilities (Note 7)
Deferred expenses 37,879 28,135Deferred income tax assets - non-current (Note 4(18)) 280,380 239,214
Total other assets 372,559 383,617
TOTAL ASSETS 11,034,693$ 11,687,756$ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 11,034,693$ 11,687,756$
The accompanying notes are an integral part of these financial statements.
See report of independent accountants dated October 29, 2012.
OPTO TECH CORPORATION
BALANCE SHEETS
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
SEPTEMBER 30,
(Unaudited)
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OPTO TECH CORPORATIONSTATEMENTS OF INCOME
FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30,
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT FOR EARNINGS PER SHARE AMOUNTS)(Unaudited)
2012 2011
The accompanying notes are an integral part of these financial statements.See report of independent accountants dated October 29, 2012.
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Operating Revenues
Sales revenue $ 4,858,630 $ 5,334,694
Sales returns ( 81,241) ( 53,038)
Sales discounts ( 43,929) ( 43,255)
Net sales revenue (Note 5) 4,733,460 5,238,401
Other operating revenues 180,255 262,182
Total operating revenues 4,913,715 5,500,583
Operating Costs
Cost of goods sold (Notes 4(4)(20) and 5) ( 3,818,957) ( 4,162,095)
Other operating costs ( 120,485) ( 135,509)
Total operating costs ( 3,939,442) ( 4,297,604)
Gross profit 974,273 1,202,979
Unrealized gain from intercompany transactions ( 661) ( 642)
Realized gain from intercompany transactions 869 4,125
Gross profit, net 974,481 1,206,462
Operating Expenses (Note 4(20))
Selling expenses ( 96,810) ( 134,853)
General and administrative expenses ( 343,758) ( 380,704)
Research and development expenses ( 166,054) ( 145,645)
Total operating expenses ( 606,622) ( 661,202)
Operating income 367,859 545,260
Non-operating income and gains
Interest income 9,084 8,526
Dividend income 9,940 14,131
Gain on disposal of investments 1,550 2,710
Rental income 1,042 1,148
Gain on valuation of financial assets - 65
Miscellaneous income 9,820 4,573
Total non-operating income and gains 31,436 31,153
Non-operating expenses and losses
Interest expense ( 23,041) ( 23,310)
Investment loss accounted for under the equity method (Note 4(7)) ( 32,367) ( 36,526)
Other investment loss (Note 4(6)) - ( 4,382)
Loss on disposal of property, plant and equipment ( 12) ( 877)
Foreign exchange loss ( 10,710) ( 2,091)
Financing charges ( 2,508) ( 2,344)
Depreciation of idle assets ( 37) ( 37)
Loss on valuation of financial assets ( 1,217) -
Loss on valuation of financial liabilities - ( 5,981)
Miscellaneous losses ( 2,155) ( 1,593)
Total non-operating expenses and losses ( 72,047) ( 77,141)
Income before income tax 327,248 499,272
Income tax expense (Note 4(18)) ( 52,278) ( 100,919)
Net income $ 274,970 $ 398,353
Before Tax Af t e r Ta x Before Tax Af t e r Ta x
Basic earnings per share (Note 4(19))
Net income $ 0.60 $ 0.50 $ 0.91 $ 0.73
Diluted earnings per share (Note 4(19))
Net income $ 0.60 $ 0.50 $ 0.90 $ 0.72
Pro forma information based on the assumption that the Company’s
shares held by its subsidiary are not treated as treasury stocks:
Net income $ 329,352 $ 277,074 $ 488,864 $ 387,945
Basic earnings per share
Net income $ 0.60 $ 0.51 $ 0.89 $ 0.71
Diluted earnings per share
Net income $ 0.60 $ 0.50 $ 0.88 $ 0.70
OPTO TECH CORPORATIONSTATEMENTS OF CASH FLOWS
FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30,(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
(Unaudited)
2012 2011
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CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 274,970 $ 398,353
Adjustments to reconcile net income to net cash provided
by operating activities
Bad debts expense 13,197 32,467
Depreciation of property, plant and equipment 293,731 346,554
Depreciation of idle assets 37 37
Amortization 18,102 12,580Investment loss accounted for under equity method and cashdividend received 39,576 47,340
Loss on valuation of financing assets and liabilities 1,217 5,916
Gain on sale of investments ( 1,550) ( 2,710)
Other investment loss - 4,382Loss on market price decline (gain on price recovery) ofinventories 22,698 ( 9,411)
Reclassification to financing charges from deferred expenses 1,192 1,238Loss on disposal of property, plant and equipment (includingidle assets) 12 877
Compensation cost of employee stock options 34,784 39,367
Changes in assets and liabilities
(Increase) decrease in:Financial assets at fair value through profit or loss -currrent 171,550 131,217
Notes receivable – net 30,603 ( 11,090)
Notes receivable – related parties – net - 487
Accounts receivable – net ( 311,545) 147,890
Accounts receivable – related parties – net ( 8,178) ( 127,405)
Other receivables 13,488 2,069
Inventories ( 107) ( 19,628)
Prepaid expenses ( 10,608) ( 8,897)
Prepayments 11,728 ( 12,256)
Other current assets ( 1,725) 736
Deferred income tax assets 25,781 95,783
Increase (decrease) in:
Notes payable ( 5,660) ( 5,659)
Accounts payable 238,093 ( 308,057)
Accounts payable – related parties 69,937 182,234
Income tax payable ( 6,167) ( 17,103)
Accrued expenses ( 23,723) ( 52,750)
Other payables ( 58,272) 17,491
Unearned revenue collected in advance 27,839 15,668
Other current liabilities ( 13,219) 3,988
Accrued pension liabilities 3,028 5,835
Deferred credit - gain from intercompany transactions ( 208) ( 3,484)
Other liabilities 20,121 -
Net cash provided by operating activities 870,722 914,059
(Continued)
OPTO TECH CORPORATIONSTATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30,(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
(Unaudited)
2012 2011
The accompanying notes are an integral part of these financial statements.See report of independent accountants dated October 29, 2012.
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CASH FLOWS FROM INVESTING ACTIVITIES
(Increase) decrease in restricted cash and cash equivalents ($ 72,220) $ 104,554
Proceeds from disposal of financial assets carried at cost - 10,190Increase in long-term investments accounted for under the equitymethod - ( 149,875)
Acquisition of property, plant and equipment ( 199,331) ( 487,255)Proceeds from disposal of property, plant and equipment(including idle assets ) - 190
(Increase) decrease in deposits out ( 31) 2,209
Increase in deferred expenses ( 21,035) ( 14,668)
Net cash used in investing activities ( 292,617) ( 534,655)
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) increase in short-term loans ( 160,705) 315,796
Decrease in long-term loans (including long-term loans maturingwithin one year) ( 580,142) ( 388,166)
Increase in guarantee deposits - 400
Payment of cash dividends ( 329,403) ( 549,006)
Purchase of treasury stock ( 28,184) ( 1,336)
Net cash used in financing activities ( 1,098,434) ( 622,312)
Net decrease in cash and cash equivalents ( 520,329) ( 242,908)
Cash and cash equivalents at beginning of period 2,671,620 2,655,171
Cash and cash equivalents at end of period $ 2,151,291 $ 2,412,263
Supplemental disclosures of cash flow information
Interest paid $ 26,180 $ 25,364
Less: Interest capitalized ( 1,961) ( 2,822)
Interest paid (net of interest capitalized) $ 24,219 $ 22,542
Income tax paid $ 32,396 $ 22,239
Investing and financing activities not affecting cash flows
Long-term liabilities maturing within one year $ 877,017 $ 577,894
Reclassification of property, plant and equipment to deferredexpenses $ 7,494 $ 4,131
Retirement of treasury stocks $ 28,184 $ -
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OPTO TECH CORPORATION
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2012 AND 2011
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS,
EXCEPT AS OTHERWISE INDICATED)
(Unaudited)
1. HISTORY AND ORGANIZATION
Opto Tech Corporation (the “Company”) was incorporated as a company limited by shares under the
provisions of the Company Law of the Republic of China (R.O.C.) on December 21, 1983. The
shares of the Company have been traded on the Taiwan Stock Exchange since May 2, 1995. The
Company is primarily engaged in the manufacture and sales of semiconductor components as well
as research and development, design, manufacture and sales of systems products. As of September 30,
2012, the Company had 1,407 employees.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements of the Company are prepared in accordance with the “Rules
Governing the Preparation of Financial Statements by Securities Issuers” and generally accepted
accounting principles in the Republic of China. The Company’s significant accounting policies are
summarized below:
1) Translation of financial statements of foreign subsidiaries
Assets and liabilities of foreign subsidiaries are translated into New Taiwan dollars using the
exchange rates prevailing at the balance sheet date. Equity accounts are translated at historical
rates except for beginning retained earnings, which is carried forward from prior year’s balance.
Dividends are translated at the rates prevailing at the date of declaration. Profit and loss accounts
are translated at weighted-average rates during the year. The resulting translation differences are
included in “cumulative translation adjustments” under stockholders’ equity.
2) Foreign currency transactions
A. Transactions denominated in foreign currencies are translated into functional currency at the
spot exchange rates prevailing at the transaction dates. Exchange gains or losses due to the
difference between the exchange rate on the transaction date and the exchange rate on the date
of actual receipt and payment are recognized in current year’s profit or loss.
B. Receivables, other monetary assets and liabilities denominated in foreign currencies are
translated at the spot exchange rates prevailing at the balance sheet date. Exchange gains or
losses are recognized in profit or loss.
C. At the end of the period, foreign currency non-monetary assets and liabilities at fair value
through profit or loss are evaluated at the spot exchange rates prevailing at the balance sheet
date. Any exchange gain or loss resulting from the evaluation shall be recognized in current
period’s profit or loss. Conversely, foreign currency non-monetary assets and liabilities at fair
value through shareholders’ equity are evaluated at the spot exchange rates prevailing at the
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balance sheet date. Any exchange gain or loss resulting from the evaluation shall be
recognized in stockholders’ equity. However, non-monetary items that are measured not based
on the fair value are evaluated using the historical exchange rates at the date of the transaction.
3) Criteria for classifying current or non-current assets and liabilities
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 consumed, or
are intended to be sold 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 arising from operating activities 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.
4) Cash and cash equivalents
Cash equivalents represent highly liquid investments that meet the following requirements:
A. Readily convertible to cash; and
B. With maturities less than three months and which are subject to insignificant risk of changes in
value resulting from fluctuations in interest rates.
The Company’s statement of cash flows is prepared on the basis of cash and cash equivalents.
5) Financial assets and financial liabilities at fair value through profit or loss
A. Financial assets and financial liabilities at fair value through profit or loss are recognized and
derecognized using trade date accounting and are recognized initially at fair value.
B. These financial assets and financial liabilities are subsequently remeasured and stated at fair
value and the gain or loss is recognized in profit or loss. The fair value of open-end mutual
funds is based on the net asset value at the balance sheet date.
6) Available-for-sale financial assets
A. Available-for-sale financial assets are recognized and derecognized using trade date
accounting and are initially stated at fair value plus transaction costs that are directly
attributable to the acquisition of the financial asset.
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B. The financial assets are remeasured and stated at fair value, and the gain or loss is recognized
in equity, until the financial asset is derecognized, at which time the cumulative gain or loss
previously recognized in equity shall be recognized in profit or loss. The fair values of listed
stocks and OTC stocks are based on the closing prices quoted in the Taiwan Stock Exchange
and the GreTai Securities Market at the balance sheet date.
C. If there is any objective evidence that the financial asset is impaired, the cumulative loss that
had been recognized directly in equity shall be transferred from equity to profit or loss. When
the fair value of an equity instrument subsequently increases, impairment losses recognized
previously in profit or loss shall be reversed and recognized as adjustments in equity.
7) Financial assets carried at cost
A. Investment in unquoted equity instruments is recognized or derecognized using trade date
accounting and is stated initially at its fair value plus transaction costs that are directly
attributable to the acquisition of the financial asset.
B. If there is any objective evidence that the financial asset is impaired, the impairment loss is
recognized in profit or loss. Such impairment loss shall not be reversed when the fair value of
the asset subsequently increases.
8) Notes, accounts and other receivables
A. Notes and accounts receivable are claims resulting from the sale of goods or services. Claims
other than notes and accounts receivable are classified as other receivables. Upon initial
recognition, notes, accounts and other receivables are recognized at fair values. In subsequent
periods, they are measured at amortized cost using the effective interest method less
accumulated impairment.
B. At each balance sheet date, the Company assesses whether objective evidence of impairment
exists individually for financial assets that are not individually significant, and individually or
collectively for financial assets that are not individually significant. If there is objective
evidence that an impairment loss has been incurred, the amount of the loss is recognized and
measured as the difference between the asset’s carrying amount and the present value of
estimated future cash flow discounted at the financial asset’s original effective interest rate. 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 was recognized, the previously
recognized impairment loss shall be reversed. The reversal shall not result in a carrying
amount of the financial asset that exceeds what the amortized cost would have been had the
impairment not been recognized at the date the impairment is reversed. The amount of
reversal shall be recognized in profit or loss.
9) Inventories
The perpetual inventory system is adopted for inventory recognition. Inventories are stated at
cost. The cost is determined using the weighted-average method. Fixed manufacturing costs are
allocated on the basis of the normal capacity of production equipment. At the end of period,
inventories are evaluated at the lower of cost or net realizable value, and the individual item
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approach is used in the comparison of cost and net realizable value. The calculation of net
realizable value is based on the estimated selling price in the normal course of business, net of
estimated costs of completion and estimated selling expenses. Allowance for slow moving items
is provided when necessary.
10) Long-term equity investments accounted for under the equity method
A.Long-term equity investments in which the Company holds more than 20% of the investee
company’s voting shares or has the ability to exercise significant influence on the investee’s
operational decisions are accounted for under the equity method. The excess of the initial
investment cost over the acquired net asset value of the investee attributable to goodwill is no
longer amortized, effective January 1, 2006. Retrospective adjustment of the amount of
goodwill amortized in previous year(s) is not required.
B.Long-term equity investments in which the Company holds more than 50% of the voting
shares of the investees or has significant control ability on the investees’ operations are
accounted for under the equity method and included in the quarterly consolidated financial
statements.
C.Effective January 1, 2005, if the Company has the control ability over the investees, the
Company recognizes all the losses incurred by such entities that will not be covered by other
stockholders. When the operations of such investees become profitable, the Company
recognizes the profits until the amount of losses previously recognized by the Company is
fully recovered.
D.The unrealized gains (losses) on the downstream transactions between the Company and the
investees accounted for under the equity method are eliminated at period-end according to the
Company’s percentage of shareholding in these investees. Where the Company has
controlling power over the investees, the unrealized gains (losses) are eliminated in full
amount and are recognized only when they are realized. Additionally, the unrealized gains
(losses) on the upstream transactions and sidestream transactions between the Company and
the investees accounted for under the equity method are eliminated based on the Company’s
equivalent percentage of shareholding in these investees.
E. Exchange differences arising from translation of the financial statements of overseas investee
companies accounted for under the equity method are recorded as “cumulative translation
adjustments” under stockholders’ equity.
F. The accounting policy on impairment of long-term investments accounted for under the equity
method is described in Note 2(13).
11) Property, plant and equipment
A.Property, plant and equipment are stated at cost. Interests incurred on the loans used to bring
the assets to the condition and location necessary for their intended uses are capitalized.
B.Depreciation is provided under the straight-line method based on the assets’ estimated
economic service lives. The estimated useful lives are 10~50 years for buildings and 3~25
years for the other property, plant and equipment.
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C. Major improvements and renewals are capitalized and depreciated accordingly. Maintenance
and repairs are expensed as incurred.
D. Property, plant and equipment that are idle or have no value in use are reclassified to “other
assets” at the lower of the fair value less costs to sell or book value. The resulting difference is
included in current operations. Depreciation provided on these assets is charged to
non-operating expense.
E. The accounting policy on impairment of property, plant and equipment is described in Note
2(13).
12) Deferred assets
Deferred assets, which mainly consist of mold, computer software expenses and expenses
related to commercial papers, are amortized on a straight-line basis over their estimated useful
lives of 2~10 years.
13) Impairment of non-financial assets
A.The Company recognizes impairment loss when there is indication that the recoverable
amount of an asset is less than its carrying amount. The recoverable amount is the higher of
the fair value less costs to sell or value in use. The fair value less costs to sell is the amount
obtainable from the sale of the asset in an arm’s length transaction after deducting any direct
incremental disposal costs. The value in use is the present value of estimated future cash
flows to be derived from continuing use of the asset and from its disposal at the end of its
useful life. When the impairment no longer exists, the impairment loss recognized in prior
years shall be recovered.
B.The recoverable amount of goodwill shall be evaluated periodically. Impairment loss will be
recognized whenever there is indication that the recoverable amount of these assets is less
than their respective carrying amount. Impairment loss on goodwill is not recoverable in the
following years.
14) Warranty
Warranty is estimated based on historical experience. Service warranty expense is included in
the current year’s operating expenses. The liability is classified into current and non-current
based on the period of the warranty.
15) Pension plan
A.Under the defined benefit pension plan, net periodic pension costs are recognized in
accordance with the actuarial calculations. Net periodic pension costs include service cost,
interest cost, expected return on plan assets, and amortization of unrecognized net transition
obligation and gains or losses on plan assets. Unrecognized net transition obligation is
amortized on a straight-line basis over 25 years. Under the defined contribution pension plan,
net periodic pension costs are recognized as incurred.
B.Minimum pension liabilities in the interim financial statements are adjusted in accordance with
the net periodic pension cost and funds contributed.
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16) Income tax
A.Inter-period and intra-period income taxes are allocated in accordance with the R.O.C. SFAS
No. 22, “Accounting for Income Taxes”. Over or under provision of prior years’ income tax
liabilities is included in the current period’s income tax.
B. Investment tax credits arising from expenditures incurred on acquisitions of equipment or
technology, research and development, employees’ training, and equity investments are
recognized in the year the related expenditures are incurred.
C.An additional 10% tax is levied on the unappropriated retained earnings and is recorded as
income tax expense in the year the stockholders resolve to retain the earnings.
D.When a change in the tax laws is enacted, the deferred tax liability or asset should be
recomputed accordingly in the period of change. The difference between the new amount and
the original amount, that is, the effect of changes in the deferred tax liability or asset, should
be recognized as an adjustment to income tax expense (benefit) for income from continuing
operations in the current period.
17) Treasury stock
A.When the Company acquires its outstanding shares as treasury stocks, the cost is debited as
“treasury stock” and recognized as a reduction to stockholders’ equity. The cost of treasury
stock is accounted for on a weighted-average basis.
B.Upon disposal of the treasury stock, if the disposal price exceeds the cost of the treasury stock,
the difference is credited to “capital reserve – treasury stock”. If the disposal price is less than
the cost, the difference is debited to the capital reserve arising from the treasury stock of the
same class. Where the capital reserve is insufficient to cover the difference, the remaining
amount is charged against retained earnings.
C.Upon the registration of cancellation, a credit to “treasury stock” and a debit to “common
stock” and “capital reserve-additional paid-in capital in excess of par” is recognized, which is
in proportion to shareholdings. Except for the book value sum of “common stock” and
“capital reserve-additional paid-in capital in excess of par”, the related gain is credited to
“capital reserve-treasury stock transaction” and any loss is offset against this capital reserve
account. However, when the balance of this capital reserve account is insufficient to offset the
loss, then the remaining amount is charged against retained earnings.
D.The Company’s shares held by its subsidiaries are accounted for as treasury stock.
18) Share-based payment - employee compensation plan
A.The employee stock options granted from January 1, 2004 through December 31, 2007 are
accounted for in accordance with EITF 92-070, EITF 92-071 and EITF 92-072 “Accounting
for Employee Stock Options” as prescribed by the Accounting Research and Development
Foundation, R.O.C., dated March 17, 2003. Under the share-based employee compensation
plan, compensation cost is recognized using the intrinsic value method and pro forma
disclosures of net income and earnings per share are prepared in accordance with the R.O.C.
SFAS No. 39, “Accounting for Share-based Payment”.
~ 14 ~
B.For the grant date of the share-based payment agreements set on or after January 1, 2008, the
Company shall measure the services received during the vesting period by reference to the
fair value of the equity instruments granted and account for those amounts as payroll expenses
during that period.
19) Employees’ bonuses and directors’ and supervisors’ remuneration
Effective January 1, 2008, pursuant to EITF 96-052 of the Accounting Research and
Development Foundation, R.O.C., dated March 16, 2007, “Accounting for Employees’ Bonuses
and Directors’ and Supervisors’ Remuneration”, the costs of employees’ bonuses and directors’
and supervisors’ remuneration are accounted for as expenses and liabilities, provided that such
recognition is required under legal or constructive obligation and the amounts can be estimated
reasonably. However, if the accrued amounts for employees’ bonuses and directors’ and
supervisors’ remuneration are different from the actual distributed amounts resolved by the
stockholders at their annual stockholders’ meeting subsequently, the differences shall be
recognized as gain or loss in the following year. In addition, according to EITF 97-127 of the
Accounting Research and Development Foundation, R.O.C., dated March 31, 2008, “Criteria for
Listed Companies in Calculating the Number of Shares of Employees’ Stock Bonus”, the
Company calculates the number of shares of employees’ stock bonus based on the closing price
of the Company's common stock at the previous day of the stockholders’ meeting held in the
year following the financial reporting year, and after taking into account the effects of ex-rights
and ex-dividends.
20) Revenues, costs and expenses
Revenues are recognized when the earning process is substantially completed and are realized or
realizable. Costs and expenses are recognized as incurred.
21) Use of estimates
The preparation of financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect the amounts of
assets and liabilities and the disclosures of contingent assets and liabilities at the date of the
financial statements and the amounts of revenues and expenses during the reporting period.
Actual results could differ from those assumptions and estimates.
22) Settlement date accounting
If an entity recognizes financial assets using settlement date accounting, any change in the fair
value of the asset to be received during the period between the trade date and the settlement date
is recognized in profit or loss for financial assets or liabilities classified as at fair value through
profit or loss.
23) Interim financial reporting
In accordance with R.O.C SFAS No. 23, “Interim Financial Reporting”, the pension plan
information is not required in the interim financial statements.
24) Operating segments
A.The information of operating segments is consistent with that of internal management reports
~ 15 ~
provided to the chief operating decision-maker. The chief operating decision-maker is
responsible for allocating resources to and evaluating the performance of the operating
segments. The chief operating decision-maker of the Company is the Board of Directors.
B. In accordance with R.O.C SFAS No. 41, “Operating Segments”, segment information is
required to be disclosed in the consolodated financial statements. However, segment
information is not required in the separate financial statements.
3. CHANGES IN ACCOUNTING PRINCIPLES
1)Notes, accounts and other receivables
Effective January 1, 2011, the Company adopted the amendments to R.O.C. SFAS No. 34,
“Financial instruments: Recognition and Measurement”. The losses on impairment are incurred if
there is objective evidence of impairment. This change in accounting principle had no effect on
net income and earnings per share for the nine-month period ended September 30, 2011.
2)Operating segments
Effective January 1, 2011, the Company adopted the amendments to R.O.C. SFAS No. 41,
“Operating Segments”, which replaced R.O.C. SFAS No. 20, “Segment Reporting”. Segment
information for the prior year shall be restated when the Company applies the standard for the
first time. This change in accounting principle had no effect on net income and earnings per share
for the nine-month period ended September 30, 2011.
4. DETAILS OF SIGNIFICANT ACCOUNTS
1) Cash and cash equivalents
September 30,
2012 2011
Cash on hand $ 103 $ 101
Checking and demand deposits 921,089 1,137,024
Time deposits 1,018,099 858,138
Cash equivalents - Resale bonds 212,000 417,000
$ 2,151,291 $ 2,412,263
2) Financial assets and financial liabilities at fair value through profit or loss
September 30,
2012 2011
Current items:
Financial assets held for trading
Funds $ - $ 170,000
Adjustment of financial assets held for trading
Funds - 760
Forward exchange contracts 13 -
$ 13 $ 170,760
Adjustment of financial liabilities held for trading
Forward exchange contracts $ - ($ 6,020)
~ 16 ~
3) Accounts receivable
September 30,
2012 2011
Accounts receivable $ 1,876,681 $ 1,886,375
Less: Allowance for doubtful accounts ( 22,839) ( 181,218)
$ 1,853,842 $ 1,705,157
4) Inventories
September 30, 2012
Cost
Allowance forobsolescenceand market
value decline Carrying value
Raw materials $ 695,136 ($ 206,160) $ 488,976
Supplies 175,904 ( 14,005) 161,899
Work in process 271,457 ( 19,815) 251,642
Semi-finished goods 177,839 ( 54,795) 123,044
Finished goods 278,703 ( 42,881) 235,822
$ 1,599,039 ($ 337,656) $ 1,261,383
September 30, 2011
Cost
Allowance forobsolescenceand market
value decline Carrying value
Raw materials $ 748,405 ($ 190,593) $ 557,812
Supplies 195,265 ( 12,841) 182,424
Work in process 210,701 ( 556) 210,145
Semi-finished goods 164,502 ( 41,979) 122,523
Finished goods 355,478 ( 48,810) 306,668
$ 1,674,351 ($ 294,779) $ 1,379,572
The related expenses and losses of inventories are as follows:
For the nine-month periods endedSeptember 30,
2012 2011
Cost of goods sold $ 3,797,890 $ 4,172,224
Loss on market price decline(gain on price recovery) of inventories 22,698 ( 9,411)
Others ( 1,631) ( 718)
$ 3,818,957 $ 4,162,095
A. As of September 30, 2012, due to the low utilization ratio of partial inventories in systems
products division, the Company recognized losses on obsolete of inventories.
~ 17 ~
B. As of September 30, 2011, due to the rising prices of products and low-priced stocks aredeclining, the net value of products was recovered and the Company recognized gains onprice recovery of inventories.
5) Available-for-sale financial assets
September 30,
2012 2011
Non-current items:
Listed (TSE and OTC) stocks
United Radiant Technology Corp. $ 71,056 $ 132,069
Adjustment of available-for-sale financialassets ( 42,811) ( 91,123)
$ 28,245 $ 40,946
6) Financial assets carried at cost
September 30,
2012 2011
Non-current items:
Unlisted stocks
Nichia Corp. $ 379,252 $ 379,252
Lu Zhu Development Co., Ltd. 101,516 122,581
Giga Epitaxy Technology Corp. 33,000 33,000
Shin-Etsu Opto Electronic Co., Ltd. 20,000 20,000
Formosa Industrial Computing, Inc. 5,349 5,349
$ 539,117 $ 560,182
A. The above investments were measured at cost since these have no quoted prices and their fair
value cannot be measured reliably.
B. As of September 30, 2011, the Company recognized impairment loss of $4,382 on its
investment in Lu Zhu Development Co., Ltd. because the value of the Company had been
impaired, and recovery was unlikely.
7) Long-term investments accounted for under the equity method
A. Information of long-term investments as of September 30, 2012 and 2011 are summarized
below:September 30, 2012 September 30, 2011
Investee companyCarryingamount
% ofownership
Carryingamount
% ofownership
OPTO Technology International
Group Co., Ltd. $ 806,469 100.00% $ 827,030 100.00%
Viking Tech Corporation 153,837 8.32% 148,809 8.32%
Jyu Shin Investment Co., Ltd. 253,984 100.00% 279,826 100.00%
Ho Chung Investment Co., Ltd. 86,108 100.00% 82,690 100.00%
Source Ever Limited 1,788 100.00% 1,860 100.00%
$ 1,302,186 $ 1,340,215
~ 18 ~
B. Investment income (loss) accounted for under the equity method for the nine-month periods
ended September 30, 2012 and 2011 is set forth below:
For the nine-month periods endedSeptember 30,
Investee company 2012 2011
OPTO Technology International
Group Co., Ltd. ($ 35,036) ($ 50,122)
Viking Tech Corporation 12,457 8,021
Jyu Shin Investment Co., Ltd. ( 13,701) 60
Ho Chung Investment Co., Ltd. 3,973 9,560
Source Ever Limited ( 60) ( 4,045)
($ 32,367) ($ 36,526)
C. The investment income (loss) of the above investees accounted for under the equity method
for the nine-month periods ended September 30, 2012 and 2011, was based on their financial
statements for the corresponding periods, which were not reviewed by independent auditors.
D. In April 2008, the Company invested in Jyu Shin Investment Co., Ltd., a 100% owned
subsidiary, by contributing 6,200 thousand shares of Viking Tech Corporation. As a result, the
Company’s direct ownership percentage in Viking Tech Corporation was reduced to below
20%. However, as Jyu Shin Investment Co., Ltd. owns the 6,200 thousand shares of Viking
Tech Corporation, the total ownership percentage in Viking Tech Corporation was 18.38%.
As a result of the significant influence, the Company’s investment in Viking Tech
Corporation is accounted for under the equity method.
8) Property, plant and equipment
September 30, 2012
Asset Initial costAccumulateddepreciation
Accumulatedimpairment Carrying value
Buildings $ 1,715,103 ($ 653,722) ($ 59) $ 1,061,322
Machinery 3,978,434 ( 2,707,704) ( 9,056) 1,261,674
Utility facilities 990,054 ( 847,894) - 142,160
Pollution prevention facilities 588,103 ( 530,004) - 58,099
Transportation equipment 5,241 ( 4,422) ( 64) 755
Office equipment 49,136 ( 40,170) ( 19) 8,947
Other equipment 1,626,894 ( 1,250,143) ( 98) 376,653
Construction in progress andprepayments for equipment 245,427 - - 245,427
$ 9,198,392 ($6,034,059) ($ 9,296) $ 3,155,037
~ 19 ~
September 30, 2011
Asset Initial costAccumulateddepreciation
Accumulatedimpairment Carrying value
Buildings $ 1,709,686 ($ 609,165) ($ 59) $ 1,100,462
Machinery 3,526,930 ( 2,430,332) ( 9,070) 1,087,528
Utility facilities 972,653 ( 841,299) - 131,354
Pollution prevention facilities 575,570 ( 524,208) - 51,362
Transportation equipment 5,241 ( 3,897) ( 64) 1,280
Office equipment 48,019 ( 35,087) ( 19) 12,913
Other equipment 1,524,058 ( 1,222,942) ( 98) 301,018
Construction in progress andprepayments for equipment 533,095 - - 533,095
$ 8,895,252 ($5,666,930) ($ 9,310) $ 3,219,012
Interest capitalized to property, plant and equipment amounted to $1,961 and $2,822 for the
nine-month periods ended September 30, 2012 and 2011, respectively.
9) Idle assets
September 30, 2012
CostAccumulateddepreciation
Accumulatedimpairment Carrying value
Machinery $ 1,351,659 ($ 317,732) ($ 990,941) $ 42,986
September 30, 2011
CostAccumulateddepreciation
Accumulatedimpairment Carrying value
Machinery $ 1,351,834 ($ 317,735) ($ 926,065) $ 108,034
10) Short-term loans
September 30,
2012 2011
Unsecured loans $ 554,513 $ 817,070
Interest rate 0.79%-1.82% 0.78%-2.75% `
~ 20 ~
11) Long-term loans
September 30,
Bank Credit line Period 2012 2011
Syndicated loans with 8 financialinstitutions including TaishinInternational Bank
$ 2,000,000 2008.02.15~
2013.03.06
$ 780,546 $ 1,357,820
Chinatrust Commercial Bank 850,000 2011.03.29~
2016.03.29
337,647 181,000
Syndicated loans with 10 financialinstitutions including TaiwanCooperative Bank
2,000,000 - - -
1,118,193 1,538,820
Less: Current portion ( 877,017) ( 577,894)
$ 241,176 $ 960,926
A. On February 15, 2008, the Company signed a mortgage contract with a credit limit of $2
billion with 8 banks, including Taishin International Bank, and paid the loans used for plants
and commercial papers to Taiwan Cooperative Bank. At the same time, the Company
transferred the mortgaged assets, which was originally pledged to Taiwan Cooperative Bank,
to the 8 banks including Taishin International Bank.
B. Pursuant to the syndicated loan facility agreement entered into by the Company with Taishin
International Bank and 7 other banks, the Company is required to maintain certain financial
ratios at agreed rates during the period of the syndicated loan facility agreement. Please refer
to Note 7.
C. To replenish operating cash flow and repay existing debt, the Board of Directors of the
Company approved a syndication loan on March 28, 2012, and resulting in the signing of a
$2 billion 5-year syndication loan agreement with ten financial institutions including Taiwan
Cooperative Bank on August 10, 2012. As of September 30, 2012, the Company has not
made any drawdown.
D. Please refer to Note 6 for details of the collateral.
12) Pension plans
A. The Company has a non-contributory and funded defined benefit pension plan in accordance
with the Labor Standards Law, covering all regular employees. Under the defined benefit
pension 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 6.2% of the
employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan.
The pension costs under the defined benefit pension plan for the nine-month periods ended
September 30, 2012 and 2011 were $17,251 and $23,818, respectively. The fund balance with
Bank of Taiwan was $243,922 and $227,446 as of September 30, 2012 and 2011, respectively.
~ 21 ~
B. Effective July 1, 2005, the Company established a funded defined contribution pension plan
(the “New Plan”) under the Labor Pension Act. Employees have the option to be covered
under the New Plan. Under the New Plan, the Company contributes monthly an amount based
on 6% of the employees’ monthly salaries and wages to the employees’ individual pension
accounts at the Bureau of Labor Insurance. The benefits accrued are portable when
employment is terminated. The pension costs under the defined contribution pension plan for
the nine-month periods ended September 30, 2012 and 2011 were $20,775 and $21,329,
respectively.
13) Common stock
On June 16, 2009, the Company’s stockholders during their meeting resolved to increase its
capital by cash infusion through the private equity method. With the price per share of $21.5, the
Company issued 18,708 thousand shares and raised $402,221, and set the record date on July 31,
2009. With the price per share of $20.5, the Company issued 1,000 thousand shares and raised
$20,500 and set the record date on June 8, 2010. The rights and obligations of the common stocks
issued is the same with those that have been issued for the restriction of ownership transfer.
Additionally, the common stocks cannot be applied for listing unless they have been turned over
for three years and applied for initial public offering. As of September 30, 2012, the Company’s
authorized capital was $10,000,000, and paid-in capital was $5,456,621, consisting of 545,662
thousand shares of common stock with a par value of $10 (in dollars) per share.
14) Capital reserve
A. 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 should not be used to
cover accumulated deficit unless the legal reserve is insufficient.
B. For detailed information on capital reserve from employee stock options, please see Note 4
(17).
15) Retained earnings
A. Under the Company’s Articles of Incorporation, the current year’s earnings, if any, shall first
be distributed as follows:
1) Offset prior years’ operating losses.
2) 10% of the remaining amount shall be set aside as legal reserve, unless the accumulated
legal reserve equals the total capital of the Company.
3) Appropriation of the remainder shall be proposed by the Board of Directors and resolved
by the stockholders.
4) Bonus distributed to the employees and shareholders, and remuneration paid to the
directors and supervisors should account for 15%, 80% and 5%, respectively, of the total
distributed amount.
~ 22 ~
B. The Company operates in the high-tech industry and its business life cycle is in the growth
stage. In view of its capital expenditure demand and comprehensive financial plan for
continuous development, the Company issues both stock and cash dividends. The proportion
of dividends to be distributed in stocks and cash is determined based on the Company’s rate of
growth and capital expenditures. However, the amount of cash dividends shall not be lower
than 20% of the dividends distributed.
C. Pursuant to the regulation of the Financial Supervisory Commission, Executive Yuan, R.O.C.,
if there are any negative stockholders’ equity items recorded by the Company, such as
unrealized losses on the decline in market value of available-for-sale financial assets,
cumulative translation adjustments, and unrecognized pension cost (except for treasury stock),
the Company is required to set aside a special reserve from the current after-tax net income
and the unappropriated retained earnings accumulated from previous years with an amount
equal to the total amount of the negative items. For the negative stockholders’ equity items
which occurred in previous years, the special reserve is set aside from the previous years’
unappropriated retained earnings. Additionally, if the market value of the Company’s shares
held by its subsidiaries is less than their book value, an amount equal to the Company’s
proportionate share of the difference should also be set aside as special reserve. If there is a
subsequent recovery in the market value, a reversal based on the Company’s equity interest
should be made to the special reserve.
D. 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 balance of the reserve exceeds 25% of
the Company’s paid-in capital.
E. The appropriation of 2011 and 2010 earnings had been resolved at the stockholders’ meeting
on June 22, 2012 and June 17, 2011, respectively. Details are summarized below:
2011 2010
Amount
Dividendsper share
(in dollars) Amount
Dividendsper share
(in dollars)
Legal reserve $ 45,342 $ 68,811
Special reserve ( 24,147) 72,104
Cash dividends 329,403 $ 0.60 549,006 $ 1.00
Total $ 350,598 $ 689,921
The appropriations of 2011 earnings are not different from that resolved by the Board of
Directors on March 28, 2012. Information on the appropriation of the Company’s earnings as
resolved by the Board of Directors and approved by the stockholders will be posted in the
“Market Observation Post System” at the website of the Taiwan Stock Exchange.
F. The estimated amounts of employees’ bonus for the nine-month periods ended September 30,
2012 and 2011 were $54,395 and $54,805, and directors’ and supervisors’ remuneration for
~ 23 ~
the nine-month periods ended September 30, 2012 and 2011 were $18,132 and $18,268,
respectively based on 15% and 5% (as prescribed by the Company’s Articles of Incorporation)
of net income for the nine-month period ended September 30, 2012, after taking into account
the legal reserve and other factors. The calculation of shares of stock bonus distributed is
based on the closing price of the Company’s common stock at the previous day of the 2013
stockholders’ meeting after taking into account the effects of ex-rights and ex-dividends. The
estimated amounts of employees’ bonus and directors’ and supervisors’ remuneration are
recognized as operating expenses for the nine-month period ended September 30, 2012.
However, if the estimated amounts are different from the amounts approved by the
stockholders subsequently, the difference is recognized as gain or loss in 2013. The actual
appropriation of 2011 earnings had been described in the previous paragraph, the amount
approved by the stockholders for the 2011 employees’ bonus and directors’ and supervisors’
remuneration is the same with the 2011 financial statements.
16) Treasury stock
A. The treasury stock information for the nine-month periods ended September 30, 2012 and
2011 are set forth below:
For the nine-month period ended September 30, 2012
Purpose of treasury stock
Number ofShares, Beginning
of Period Addition Reduction
Number ofShares, End of
Period(1)The Company’s shares held by its
subsidiary1,107
- - 1,107
(2)To maintain the Company’s creditrating and shareholders’ equity - 2,526 ( 2,526) -
1,107 2,526 ( 2,526) 1,107
For the nine-month period ended September 30, 2011
Purpose of treasury stock
Number ofShares, Beginning
of Period Addition Reduction
Number ofShares, End of
Period(1)The Company’s shares held by its
subsidiary1,107 - - 1,107
(2)To maintain the Company’s creditrating and shareholders’ equity - 117 - 117
1,107 117 - 1,224
B. Pursuant to the R.O.C. Securities and Exchange Law, the number of shares bought back as
treasury stock should not exceed 10% of the number of the Company’s issued and outstanding
shares and the amount bought back should not exceed the sum of retained earnings, paid-in
capital in excess of par value and realized capital reserve. As of September 30, 2012, the
shares bought back as treasury stock amounted to $28,184 and were all subsequently retired.
C. Pursuant to the R.O.C. Securities and Exchange Law, treasury stock should not be pledged as
collateral and is not entitled to dividends before it is reissued to the employees.
~ 24 ~
D. Pursuant to the R.O.C. Securities and Exchange Law, treasury stocks should be reissued to the
employees within 3 years and shares not reissued within the three-year period are to be retired.
Treasury shares to enhance the Company’s credit rating and stockholders’ equity should be
retired within 6 months of acquisition.
E. As of September 30, 2012 and 2011, the total number of the Company’s shares held by its
subsidiary, Ho Chung Investment Co., Ltd., was both 1,107 thousand shares with an average
book value of $24.11 (in dollars) per share, and fair value of $13.20 and $11.40 (in dollars)
per share, respectively.
17) Employee stock options
On November 29, 2007 and August 9, 2010, as a result of setting up rules for the employee stock
options for the years 2007 and 2010, the Company issued 10,000 and 15,000 thousands units of
employee stock options on December 21, 2007 and August 26, 2010, respectively. Each unit
could buy one share, and the exercise price is based on the closing price of the Company’s
common stock quoted in the Taiwan Stock Exchange and GreTai Securities Market at the issued
date. The exercise price under the stock-based employee compensation plan is based on the
closing price of the Company’s common stock at the grant date and is subject to adjustments due
to changes in the number of common shares and issuance of cash dividends. The vesting period of
the Company’s employee stock option plan is 7 years. The employees may exercise the stock
options in installment within a period of 2 years after the stock options are granted. The Company
recognized compensation costs under the stock-based employee compensation plan for the
nine-month periods ended September 30, 2012 and 2011, amounting to $34,784 and $39,367,
respectively.
A. Details of the employee stock options are set forth below:
For the nine-month periods ended September 30,
2012 2011
Stock optionsNo. of shares(in thousands)
Weighted-average
exercise price(in dollars)
No. of shares(in thousands)
Weighted-average
exercise price(in dollars)
Options outstanding atbeginning of period 20,437 $ 22.79 21,978 $ 24.15
Options exercised - - - -
Options revoked ( 763) ( 1,444)
Options outstanding atend of period 19,674 20,534
Options exercisable atend of period 13,455 5,702
~ 25 ~
B. Details of the employee stock options outstanding as of September 30, 2012 and 2011 are set
forth below:
Stock options outstanding as atSeptember 30, 2012
Stock options exercisable as atSeptember 30, 2012
Range ofexercise price
(in dollars)No. of shares(in thousands)
Weighted-averageexpectedremaining
vesting period(in years)
Weighted-average
exercise price(in dollars)
No. of shares(in thousands)
Weighted-average
exercise price(in dollars)
$ 25.00 7,337 2.25 $ 25.00 7,333 $ 25.00
19.80 12,337 5.25 19.80 6,122 19.80
Stock options outstanding as atSeptember 30, 2011
Stock options exercisable as atSeptember 30, 2011
Range ofexercise price
(in dollars)No. of shares(in thousands)
Weighted-averageexpectedremaining
vesting period(in years)
Weighted-average
exercise price(in dollars)
No. of shares(in thousands)
Weighted-average
exercise price(in dollars)
$ 26.20 7,594 3.25 $ 26.20 5,702 $ 26.20
20.80 12,940 6.25 20.80 - 20.80
On June 22, 2012, the Board of Directors of the Company approved the issuance of employee
stock options authorized in 2007 and 2010. The exercise price were adjusted from $26.2 and
$20.8 to $25.0 and $19.8 on July 17, 2012. On July 6, 2011, the Board of Directors of the
Company approved the issuance of employee stock options authorized in 2007 and 2010. The
exercise price were adjusted from $27.7 and $22.0 to $26.2 and $20.8, on August 1, 2011.
C. The following sets forth the pro forma net income and earnings per share based on the
assumption that the compensation cost is accounted for using the fair value method for the
stock options granted (amended) on or after January 1, 2007:
For the nine-month periods endedSeptember 30,
2012 2011Net income Net income stated in the
statement of income $ 274,970 $ 398,353
Pro forma net income $ 274,970 $ 393,667
Basic earningsper share(EPS)
EPS stated in the statementof income
$ 0.50 $ 0.73
(in dollars) Pro forma EPS $ 0.50 $ 0.72
Diluted EPS(in dollars)
EPS stated in the statementof income $ 0.50 $ 0.72
Pro forma EPS $ 0.50 $ 0.71
~ 26 ~
For the stock options granted (amended) on or after January 1, 2007 with the compensation
cost accounted for using the fair value method, their fair value on the grant date is estimated
using the Black-Scholes option-pricing model. The weighted-average parameters used in the
estimation of the fair value are as follows:
For the nine-month periods endedSeptember 30,
2012 2011
Risk-free interest rate 1.1858%~2.77% 1.1858%~2.77%
Expected vesting period 2.25~5.25 years 3.25~6.25 years
Expected price volatility 44.40%~48.88% 44.40%~48.88%
Dividend yield rate 0.00% 0.00%
18) Income tax
A. The income tax payable (income tax refundable) and income tax expense are reconciled as
follows:
For the nine-month periods endedSeptember 30,
2012 2011
Income tax expense from continuing operations $ 52,278 $ 100,919
Less: Net change in deferred income tax assets ( 25,781) ( 95,783)
Understatement of income tax payable ( 155) ( 5,136)
Prepaid and withholding taxes fromforeign income which will not berealized ( 268) -
Prepaid and withholding taxes ( 2,435) ( 2,977)
Income tax payable (Income tax refundable) $ 23,639 ($ 2,977)
B. Deferred income tax assets
September 30,
2012 2011
Deferred income tax assets – current $ 81,539 $ 107,196
Deferred income tax assets – non-current 353,600 363,401
Valuation allowance ( 113,119) ( 180,355)
$ 322,020 $ 290,242
~ 27 ~
C. Details of temporary differences, loss carryforwards and investment tax credits resulting in
deferred income tax assets and liabilities are as follows:
September 30,
2012 2011
Amount Tax effect Amount Tax effect
Current items:
Unrealized gains on sales toaffiliated companies $ 661 $ 112 $ 642 $ 109
Unrealized losses onforeign exchangetransactions 25,638 4,358 32,991 5,608
Unrealized (gains) losseson valuation of financialassets and liabilities ( 13) ( 2) 5,260 894
Loss on inventory valuedecline 286,676 48,735 270,807 46,037
Over provision ofallowance for bad debts 130,007 22,101 289,512 49,217
Service warranty expense 36,674 6,235 31,357 5,331
Less: Valuation allowance ( 39,899) ( 56,168)
$ 41,640 $ 51,028
Non-current items:
Investment loss $ 216,394 $ 36,787 $ 134,316 $ 22,834
Impairment loss 221,676 37,685 164,705 28,000
Net pension costs 60,091 10,216 54,834 9,322
Loss carryforwards 1,296,560 220,415 1,062,735 180,664
Investment tax credits 48,497 122,581
Less: Valuation allowance ( 73,220) ( 124,187)
$ 280,380 $ 239,214
~ 28 ~
D. The Company is eligible for investment tax credits under the Statute for Upgrading Industry.
Details as of September 30, 2012 are as follows:
Year of
approval Qualifying item
Total tax
credits
Unused tax
credits
Final year
tax credits
are due
2008 Research and development $ 35,833 $ 28,805 2012
〞 Machinery and equipment 21,847 - 〞
〞 Employees’ training 453 453 〞
58,133 29,258
2009 Research and development 9,432 9,432 2013
〞 Machinery and equipment 5,688 5,688 〞
15,120 15,120
2010 Machinery and equipment 4,119 4,119 2014
$ 77,372 $ 48,497
E. As of September 30, 2012, losses available to be carried forward were as follows:
Year in whichloss wasincurred
Amountfiled/approved
Losses availableto be
carried forwardUnused loss
carryforwards
Final year lossescan be
carried forward
2003 $ 467,252 $ 79,433 $ 16,286 2013
2004 861,121 146,391 146,391 2014
2005 162,697 27,658 27,658 2015
2008 119,259 20,274 20,274 2018
2009 57,680 9,806 9,806 2019
$ 1,668,009 $ 283,562 $ 220,415
F. As of September 30, 2012, the Company’s income tax returns through 2010 have been
assessed and approved by the Tax Authority.
G. Details of unappropriated retained earnings as of September 30, 2012 and 2011 are
summarized below:
September 30,
2012 2011
On or after January 1, 1998
Earnings subjected to 10% income tax $ 404,890 $ 303,472
Earnings not subjected to 10% income tax 274,970 398,353
$ 679,860 $ 701,825
~ 29 ~
H. The Company, in accordance with Regulation No. 273 issued by the R.O.C. Accounting
Research and Development Foundation on December 31, 1998, discloses the following
information:
September 30,
2012 2011
Balance of shareholders account ofdeductible tax $ 21,868 $ 8,766
2012(Expected) 2011(Actual)
Creditable tax ratio 3.22% 5.27%
I. The Company’s equipment expansion is entitled to a four-year exemption on income tax
under the Article 15 of Act for Establishment and Administration of Science Parks prior to
amendment. Details as of September 30, 2012 are as follows:
Approval dateand no.
Date of tax-exempt relatedequipment readyfor production
Tax-exemptperiod
Cost of tax-exemptrelated equipment
Gung-Jung-TzNo. 0950008215 onMarch 31, 2006 March 29, 2006
January 1, 2010 ~December 31, 2013 $ 391,422
~ 30 ~
19) Earnings per share
For the nine-month period ended September 30, 2012
Weighted-average
outstanding
Net income common shares Earnings per share (in dollars)
Before tax After tax (in thousands) Before tax After tax
Basic earnings per share
Net income attributable tocommon stockholders $ 327,248 $ 274,970 544,836 $ 0.60 $ 0.50
Dilutive effect of commonstock equivalents:
Stock options - - -
Employees’ bonus - - 4,121
Diluted earnings per share
Net income attributable tocommon stockholders plusdilutive effect of commonstock equivalents $ 327,248 $ 274,970 548,957 $ 0.60 $ 0.50
For the nine-month period ended September 30, 2011
Weighted-average
outstanding
Net income common shares Earnings per share (in dollars)
Before tax After tax (in thousands) Before tax After tax
Basic earnings per share
Net income attributable tocommon stockholders $ 499,272 $ 398,353 547,898 $ 0.91 $ 0.73
Dilutive effect of commonstock equivalents:
Stock options - - -
Employees’ bonus - - 4,807
Diluted earnings per share
Net income attributable tocommon stockholders plusdilutive effect of commonstock equivalents $ 499,272 $ 398,353 552,705 $ 0.90 $ 0.72
~ 31 ~
20) Personnel expenses, depreciation and amortization
Personnel expenses, depreciation and amortization are summarized as follows:
For the nine-month period ended September 30, 2012
Operating
cost
Operating
expense
Non-operating
expenses and
losses Total
Personnel expenses
Salaries $ 364,457 $ 307,821 $ - $ 672,278
Labor and health
insurance 34,121 16,493 - 50,614
Pension 22,959 15,067 - 38,026
Others 6,452 2,946 - 9,398
$ 427,989 $ 342,327 $ - $ 770,316
Depreciation $ 261,566 $ 32,165 $ 37 $ 293,768
Amortization $ 10,586 $ 7,516 $ - $ 18,102
For the nine-month period ended September 30, 2011
Operating
cost
Operating
expense
Non-operating
expenses and
losses Total
Personnel expenses
Salaries $ 389,744 $ 298,827 $ - $ 688,571
Labor and health
insurance 35,768 14,910 - 50,678
Pension 25,445 19,702 - 45,147
Others 6,607 2,971 - 9,578
$ 457,564 $ 336,410 $ - $ 793,974
Depreciation $ 277,083 $ 69,471 $ 37 $ 346,591
Amortization $ 5,628 $ 6,952 $ - $ 12,580
~ 32 ~
5. RELATED PARTY TRANSACTIONS
1) Names of the related parties and their relationship with the Company
Names of related parties Relationship with the Company
Ho Chung Investment Co., Ltd. (Ho Chung Investment) Subsidiary of the Company
Jyu Shin Investment Co., Ltd. (Jyu Shin Investment) Subsidiary of the Company
Opto Technology International Group Co., Ltd. (Opto) Subsidiary of the Company
Source Ever Ltd. Subsidiary of the Company
CS Bright Corporation (CSB) Indirect subsidiary of the Company; subsidiaryof Jyu Shin Investment Co., Ltd.
Opto Tech (Cayman) Co., Ltd. (Cayman) Indirect subsidiary of the Company; subsidiaryof Opto
Opto Grand (Cayman) Co., Ltd. (Opto Grand) Indirect subsidiary of the Company; subsidiaryof Opto
Bright Investment International Ltd. (Bright) Indirect subsidiary of the Company; subsidiaryof CSB
Everyung Investment Ltd. (Everyung) Indirect subsidiary of the Company; subsidiaryof Bright
Opto Tech (H.K.) Co., Ltd. (Opto H.K.) Indirect subsidiary of the Company; subsidiaryof Cayman (liquidated in June 2011)
Opto Tech (Macao) Co., Ltd. (Opto Macao) Indirect subsidiary of the Company; subsidiaryof Cayman
Opto Tech (Suzhou) Co., Ltd. (Opto Tech Suzhou) Indirect subsidiary of the Company; subsidiaryof Cayman
Opto Tech Semiconductor (Ningbo) Co., Ltd.(Opto Tech Ningbo)
Indirect subsidiary of the Company; subsidiaryof Opto Grand
Opto Plus Technology Co., Ltd. (Opto Plus) Indirect subsidiary of the Company; subsidiaryof Everyung
Viking Tech Corporation (Viking Tech) Investee of the Company accounted for underthe equity method
United Radiant Technology Corp. (United Radiant) The Company is a director of United Radiant
Oriental System Technology Inc. (OST) The Company is a supervisor of OST, butrecalled in March, 2011
Shin-Etsu Opto Electronic Co., Ltd. (Shin-Etsu Opto) The Company is a director of Shin-Etsu Opto
Giga Epitaxy Technology Corp. (Giga Epitaxy Tech) The Company is a director of Giga EpitaxyTech
Lu Zhu Development Co., Ltd. (Lu Zhu) The Company is a director of Lu Zhu
Shunag Xin Investment Consulting Co., Ltd.(Shunag Xin)
Shunag Xin is a director of the Company
Lee-tech Co., Ltd. (Lee-tech) Lee-tech is a director of the Company
Nichia Taiwan Corp. Nichia Taiwan Corp. is a director of theCompany
Hitachi, Ltd. Hitachi, Ltd. is a director of the Company
Nichia Corp.Nichia Corp. is the parent company of
Nichia Taiwan Corp.
VML TECHNOLOGIES B.V. (VML)Investee of Ho Chung Investment accounted
for under the equity method
~ 33 ~
2) Significant related party transactions and balances
A. Sales
For the nine-month periods ended September 30,
2012 2011
Amount % of net sales Amount % of net sales
Shin-Etsu Opto $ 276,079 6 $ 281,143 5
Nichia Taiwan Corp. 166,585 3 255,204 5
Opto Plus 9,600 - 10,727 -
Nichia Corp. 5,937 - 15,797 -
Opto Macao 5,512 - 2,957 -
Opto Tech Suzhou 728 - 9,301 -
Lee-tech 267 - 527 -
VML 4 - 1,604 -
United Radiant - - 54 -
CSB - - 16 -
$ 464,712 9 $ 577,330 10
The selling prices charged to the above related parties are not materially different from those
charged to non-related parties. For both periods, the credit term was 45~136 days for the
related parties and 90~150 days for the non-related parties.
The unrealized gains (losses) on the transactions between the Company and its affiliated
companies have been eliminated.
B. Purchases
For the nine-month periods ended September 30,
2012 2011
Amount% of net
purchases Amount% of net
purchases
Nichia Taiwan Corp. $ 983,454 33 $ 1,120,401 33
Shin-Etsu Opto 120,953 4 244,142 7
Nichia Corp. 97,900 3 130,243 4
Lee-tech 92,537 3 240,942 7
CSB 14,746 - 10,048 -
Opto Tech Suzhou 2,901 - 24,275 1
Viking Tech 138 - 218 -
VML - - 3,772 -
United Radiant - - 142 -
$ 1,312,629 43 $ 1,774,183 52
~ 34 ~
The purchase prices charged by the above related parties were not materially different from
those charged by non-related parties. For both periods, the credit term was 60~120 days for
the related parties, and 90~120 days for the non-related parties.
C. Notes receivable
September 30,
2012 2011
Amount% of notesreceivable Amount
% of notesreceivable
Lee-tech $ - - $ 2 -
D. Accounts receivable
September 30,
2012 2011
Amount% of accounts
receivable Amount% of accounts
receivable
Shin-Etsu Opto $ 104,304 5 $ 139,799 7
Nichia Taiwan Corp. 74,089 4 147,185 8
Opto Plus 3,789 - 2,275 -
Opto Tech Suzhou 80 - 5,085 -
VML - - 1,328 -
Lee-tech - - 14 -
182,262 9 295,686 15Less: Allowance for doubtful
accounts - - ( 2,609) -
$ 182,262 9 $ 293,077 15
E. Accounts payable
September 30,
2012 2011
Amount% of accounts
payable Amount% of accounts
payable
Nichia Taiwan Corp. $ 631,673 40 $ 743,134 46
Nichia Corp. 65,067 4 56,674 3
Shin-Etsu Opto 49,204 3 107,805 7
Lee-tech 36,059 2 56,875 4
CSB 8,361 1 4,587 -
Opto Tech Suzhou 79 - 11,269 1
Viking Tech 66 - 138 -
United Radiant - - 147 -
$ 790,509 50 $ 980,629 61
~ 35 ~
F. Unearned revenue collected in advance
September 30,
2012 2011
Amount
% of unearnedrevenue
collected inadvance Amount
% of unearnedrevenue
collected inadvance
VML $ 15,803 25 $ 1,326 3
Opto Macao 321 1 586 1
Shin-Etsu Opto 8 - 1,117 3
$ 16,132 26 $ 3,029 7
G. Loans granted to related parties
Loans granted to related parties as of September 30, 2012 and 2011 were as follows:
September 30,
2012 2011
Opto Tech Suzhou $ 366,813 $ 381,625
CSB 78,804 79,159
Opto Plus 44,018 45,795
Opto Macao - 91,590
$ 489,635 $ 598,169
6. PLEDGED ASSETS
The Company’s assets pledged as collateral as of September 30, 2012 and 2011 were as follows:
Carrying value Purpose
September 30,2012
September 30,2011 Creditor Bank Type
Buildings $ 920,093 $ 955,746 Taishin InternationalBank and 7 other banks
Long-term loans
Machinery 667,714 309,498 Chinatrust CommercialBank
Long-term loans
Restricted assets –Special account forpayment
84,436 19,416 Taishin InternationalBank and 7 other banks
Long-term loans
Restricted assets –Time deposits
17,500 17,500 Chang Hwa Commercial
Bank
Lease deposits
$ 1,689,743 $ 1,302,160
7. COMMITMENTS AND CONTINGENT LIABILITIES
A. Please refer to Note 5 for details of the endorsements and guarantees provided to subsidiaries.
B. As of September 30, 2012, the guarantees provided by the Company through banks were as
follows:
Guarantor Nature of Guarantee Amount
Chang Hwa Commercial Bank Customs duty $ 20,000
~ 36 ~
C. As of September 30, 2012, the outstanding letters of credit issued for the importation of raw
materials and machinery were as follows:
Currency Amount
NTD $ 62,863
JPY 29,221
USD 2,204
D. The Company had entered into an agreement to lease land from Hsinchu Science Park for the
period from 1997 to 2029. Total rent payable as of September 30, 2012 were as follows:
Year Amount
2012 $ 2,946
2013 17,678
2014 17,678
2015 17,678
2016 17,678
After 2016 (Note) 46,385
$ 120,043
Note: Total rent payable of $62,835 was discounted based on the standard rate of Bank of Taiwan
of 2.896% as of September 30, 2012.
E. Pursuant to the syndicated loan facility agreement entered into by the Company with Taishin
International Bank and 7 other banks, the Company is required to maintain its current ratio at
100% or above, debt ratio at 150% or below, interest coverage ratio at 300% or above and net
value of tangible assets at $5 billion or above. If the Company breaches the above debt covenants,
it is required to propose specific plans for improvement and the related details. However, the
Company may request for a waiver after a resolution by the majority of the banks.
F. Pursuant to the syndicated loan facility agreement entered into by the Company with Taiwan
Cooperative Bank and 9 other banks, the Company is required to maintain its every half-year
current ratio at 100% or above, debt ratio at 150% or below, interest coverage ratio at 300% or
above and net value of tangible assets at $5 billion or above. If the Company breaches the above
debt covenants, it is required to adjust interest rates as committed in agreement. If the Company
failed to improve its interest rates before examination day, the Company will violate the above
debt covenants.
G. As of September 30, 2012 and 2011, the promissory notes issued by the Company for loans,
performance guarantee for purchases and loans granted for subsidiaries amounted to $8,475,699
and $9,340,810, respectively.
8. SIGNIFICANT DISASTER LOSS
None.
9. SIGNIFICANT SUBSEQUENT EVENTS
None.
~ 37 ~
10. OTHERS
1) Financial statement presentation
Certain accounts in the financial statements for the nine-month period ended September 30, 2011
were reclassified to conform with the financial statement presentation for the nine-month period
ended September 30, 2012.
~ 38 ~
2) The fair values of the financial instruments
September 30, 2012 September 30, 2011
Fair value Fair value
Book value
Quotations in an
active
market
Estimated
using a
valuation
technique Book value
Quotations in an
active
market
Estimated
using a
valuation
technique
Non-derivative financial instruments
Assets
Financial assets with fair values equal to book values $ 4,318,294 $ - $ 4,318,294 $ 4,505,248 $ - $ 4,505,248
Financial assets at fair value through profit or loss - - - 170,760 170,760 -
Available-for-sale financial assets 28,245 28,245 - 40,946 40,946 -
Financial assets carried at cost 539,117 - - 560,182 - -
Deposits out 11,314 - 11,314 8,234 - 8,234
Liabilities
Financial liabilities with fair values equal to book
values 3,448,412 - 3,448,412 3,471,869 - 3,471,869
Long-term loans 241,176 - 241,176 960,926 - 960,926
Guarantee deposits 58 - 58 450 - 450
Derivative financial instruments
Assets
Financial assets at fair value through profit or loss
Forward exchange contracts 13 13 - - - -
Liabilities
Financial liabilities at fair value through profit or loss
Forward exchange contracts - - - 6,020 6,020 -
~ 39 ~
The methods and assumptions used to estimate the fair values of the above financial instruments
are summarized below:
A. The fair values of short-term financial instruments were determined based on their carrying
values because of the short maturities of the instruments. This method was applied to cash and
cash equivalents, notes and accounts receivable (including related parties), other receivables ,
other financial assets – current, other current assets, short-term loans, notes and accounts
payable (including related parties), accrued expenses, other payables, long-term liabilities
with maturity within one year and other current liabilities.
B. Financial assets at fair value through profit or loss belongs to open-end mutual fund, which
was based on the net asset value at the balance sheet date.
C. Since quoted market prices are available for available-for-sale financial assets, the fair values
are determined by the quoted market price.
D. The fair value of deposits out and guarantee deposits is the book value since the amount is
insignificant.
E. The fair value of long-term loans is based on the present value of expected future cash flows.
Since long-term loans have floating interest rates, the carrying value is equivalent to the fair
value.
F. Since quoted market prices are available for derivative financial assets and liabilities, the fair
values are determined by the quoted market price.
3) As of September 30, 2012 and 2011, the financial assets with fair value risk due to the change of
interest amounted to $1,247,599 and $1,292,638, respectively, and the financial liabilities with
fair value risk due to the change of interest were both $0. As of September 30, 2012 and 2011,
the financial assets with cash flow risk due to the change of interest were $793,809 and
$953,869, respectively, and the financial liabilities with cash flow risk due to the change of
interest were $1,672,706 and $2,355,890, respectively.
4) For available-for-sale financial assets, during the nine-month periods ended September 30, 2012
and 2011, the amount of gain (loss) recognized directly in equity were ($2,753) and ($38,903),
respectively.
5) Procedure of financial risk control and hedge
A. The primary financial products the Company holds in addition to derivative instruments
include bank loans, capital leases and cash and cash equivalents. The Company meets
operating capital needs through these financial instruments. The Company also holds other
financial assets and liabilities, such as accounts receivable and payable resulting from
operating activities.
B. The key risks of the financial instruments of the Company are exchange rate risk, credit risk
and liquidity risk. To meet its risk management objectives, the Company adopts the following
strategies to control financial risk:
~ 40 ~
(A) Exchange rate risk
The Company is exposed to exchange rate risk because some of its purchases and sales
are denominated in foreign currencies. The percentage of foreign currency denominated
sales and purchases over total sales and purchases of the Company are estimated to be
80% and 62%, respectively.
(B) Price risk
The price risk of the Company is low.
(C) Credit risk
Before making trades with third parties, the Company has to follow credit assessment
procedures based on its credit policy, and evaluates the recovery of accounts receivable
and notes receivable continuously.
The credit risk of other financial assets (including cash and cash equivalents, financial
assets at fair value through profit or loss and available-for-sale financial assets) mainly
results from the risk of failing to meet the contract requirements by the counterparty. The
maximum credit risk is equal to the book value.
(D) Liquidity risk
The Company maintains sufficient capital and achieves the objective of flexible use and
stabilization of capital through bank loans and cash and cash equivalents. As of
September 30, 2012 and 2011, current loans are 86% and 59% of the total loans,
respectively.
~ 41 ~
6) Information of material financial risk
A. The business that the Company is engaged in involves several non-functional currencies, and is
influenced by the fluctuation of exchange rates. The information of assets and liabilities
denominated in foreign currencies, which are significantly affected by the fluctuation of
exchange rates is as follows:
September 30,
2012 2011
Foreign
currency
Exchange
rate
Foreign
currency
Exchange
rate
Financial Assets
Currency item
USD: NTD $ 58,209 29.245 $ 56,824 30.430
JPY: NTD 1,409,288 0.3757 1,817,965 0.3955
Long-term
investments accounted for
under the equity method
USD: NTD 27,590 29.295 27,195 30.480
Financial Liabilities
Currency item
USD: NTD 35,313 29.345 47,404 30.530
JPY: NTD 1,899,599 0.3797 2,093,391 0.3995
B. Financial investments in equity: Financial assets at fair value through profit or loss – current,
financial assets carried at cost – non-current and
available-for-sale financial assets – non-current.
(A) Market risk
The financial investments in equity of the Company are affected by the change in market
prices. However, the Company has set stop-loss limits and it is expected that there will be
no significant market risk.
As the Company’s financial assets carried at cost are not affected by the change in market
prices, it is expected that there will be no significant market risk.
(B) Credit risk
The Company invests in financial assets at fair value through profit or loss and
available-for-sale financial assets in listed markets and the GreTai Securities Market or
makes trade through underwriters. In addition, when investing in financial assets at fair
value through profit or loss, available-for-sale financial assets and financial assets carried
at cost, the Company has evaluated the credit standing of the counterparties and does not
expect any non-fulfillment of the terms of the contract. Therefore, the credit risk is low.
~ 42 ~
(C) Liquidity risk
All financial assets at fair value through profit or loss and available-for-sale financial
assets of the Company have quoted prices in active markets and therefore it is expected
that the Company can quickly sell the financial assets in the market at prices close to their
fair values.
There is no active market for financial assets carried at cost of the Company, so the
Company expects to have liquidity risk.
(D) Cash flow risk due to the change of interest
As the Company has no significant interest-bearing assets, cash flows are substantially
independent of changes in market interest rates.
C. Receivables: Notes receivable (including related parties), accounts receivable (including
related parties) and other receivables.
(A) Market risk
The receivables of the Company are all due within one year. Therefore, there is no
significant market risk.
(B) Credit risk
The debtors of the Company have good credit standing. Thus, there is no significant
credit risk.
(C) Liquidity risk
The receivables of the Company are all due within one year. Therefore, there is no
significant liquidity risk.
(D) Cash flow risk due to the change of interest
The receivables of the Company are all due within one year. Therefore, there is no cash
flow risk due to the change of interest.
D. Loans: Long-term loans (including loans maturing within one year or one operating cycle).
(A) Market risk
The loans of the Company are operating advances with floating interest. Thus, there is no
significant market risk.
(B) Credit risk
None.
(C) Liquidity risk
The working capital of the Company is sufficient to cover the loans, so it expects no
significant liquidity risk.
(D) Cash flow risk due to the change of interest
The loans of the Company are financial instruments with floating interest and therefore
the change in market interest will result in the change in the effective interest of financial
instruments in debts and will result in the fluctuation of future cash flows.
~ 43 ~
7) Information on derivative financial instruments
The transaction of derivative financial instruments as of September 30, 2012 is as follows (in thousand dollars):Terms of transaction Future cash flows
Derivative financialinstruments
Par value, amountof the contract ornominal principal
Date ofcontract
Date ofperformance
Price ofperformance/
agreed exchangerate
Gain recognized for thenine-month period ended
September 30, 2012 Cash outflow Cash inflow
Advanced forwardexchange contracts USD$ 1,000 2012.09.20
2012.09.20~2012.10.04 $ 29.3555 $ 13 USD$ 1,000 $ 29,356
$ 13
~ 44 ~
11. SUPPLEMENTARY DISCLOSURES1) Significant transactions
A. Loans granted during the nine-month period ended September 30, 2012:
Number
(Note 1) Creditor Borrower
General
ledger account
Maximum
outstanding
balance
during
the
nine-month
period
ended
September
30, 2012
Balance at
September
30, 2012
Interest
rate
Nature of
loan
(Note 2)
Collateral
Amount of
transactions
with the
borrower
Reason for
short-term
financing
Allowance
for doubtful
accounts
(Note 5) Item Value
Limit on
loans
granted to
a single
party
(Note 3)
Ceiling on
total loans
granted
(Note 4、6) Remark
1 CS BrightCorp.
Opto Plus Otherreceivables –Related parties
$42,970 $40,087 - 1 $80,078 None $ - None $ - $ 80,078 $ 18,972 Note 7
Note 1: The numbers filled in for the loans provided by the Company or subsidiaries are as follows:
(1) The Company is “0”.
(2) The subsidiaries are numbered in order starting from “1”.
Note 2: Relationship with the borrower is classified into the following categories:
(1) The borrower having business relationship is numbered as “1”.
(2) The borrower having the needs of short-term financing is numbered as “2”.
Note 3: Limit on loans granted to a single party, which has the needs of short-term financing with the Company should not exceed 5% of the Company’s latest net asset value. Besides, limit on loans granted to a single
party, which has business relationship with the subsidiaries should not exceed total amount that the two sides trade in the recent year.
Note 4: Total amount of loans of the Company should not exceed 10% of the net value of the Company’s latest net asset value, and total amount of loans of the subsidiaries should not exceed 20% of the net values of
the subsidiaries’ latest net asset values.
Note 5: The balance of loans amounting to $40,087, which CS Bright Corp. (the indirect subsidiary of Opto Tech Corp.) granted to Opto Plus (the indirect subsidiary of Opto Tech Corp.) was overdue. In accordance
with EITF 93-036 and EITF 76-069, the parent company’s accounts receivable from its subsidiaries should not be recognized as allowance for doubtful accounts. Instead, the doubtful accounts should be
recognized as investment loss.
Note 6: At first, the amount of loans which CS Bright Corp. (the indirect subsidiary of Opto Tech Corp.) granted to Opto Plus (the indirect subsidiary of Opto Tech Corp.) did not exceed the ceiling on total loans granted.
However, due to disadvantageous operating conditions and decreasing net asset value of CS Bright Corp., the loans granted have exceeded the limit.
Note 7: As of September 30, 2012, the actual balance of loans amounted to $40,087.
~ 45 ~
B. Endorsements and guarantees provided for the nine-month period ended September 30, 2012:
Number
(Note 1)Endorser/guarantor
Party beingendorsed/guaranteed
Relationshipwith theendorser/guarantor(Note 2)
Limit onendorsements/
guaranteesprovided for asingle party
(Note 3)
Maximum outstandingendorsement/
guarantee amount duringthe nine-monthperiod ended
September 30, 2012
Outstandingendorsement/
guarantee amount atSeptember 30, 2012
Amount ofendorsements/
guarantees securedwith collateral
Ratio of accumulatedendorsement/
guarantee amount tonet asset value of
the Company
Ceiling on total amountof endorsements/
guarantees provided(Note 3)
0 Opto Tech Corp. Opto Tech(Suzhou)Co., Ltd.
3 $ 1,418,517 $ 376,250 $ 366,813 $ - 5.17 $ 3,546,292
0 〞 CS BrightCorporation
3 1,418,517 79,098 78,804 - 1.11 3,546,292
0 〞 Opto Tech(Macao)Co., Ltd.
3 1,418,517 90,975 - - - 3,546,292
0 〞 Opto PlusTechnology Co.,Ltd.
3 1,418,517 45,488 44,018 - 0.62 3,546,292
$ 489,635 6.90
Note 1: The numbers filled in for the endorsements and guarantees provided by the Company or subsidiaries are as follows:
(1) The Company is “0”.
(2) The subsidiaries are numbered in order starting from “1”.
Note 2: Relationship with the endorser/guarantor is classified into the following categories:
(1) Having business relationship.
(2) The Company owns more than 50% voting shares of the endorsed/guaranteed company.
(3) The Company and its subsidiaries jointly own more than 50% voting shares of the endorsed/guaranteed company.
(4) The endorsed/guaranteed company directly or indirectly owns more than 50% voting shares of the endorser/guarantor.
(5) Mutual guarantees in the same trade due to construction undertaking pursuant to the contracts.
(6) Due to joint venture, each shareholder provides guarantees for the company in proportion to its ownership.
Note 3: Under the Company’s “Procedures for Provision of Endorsements and Guarantees”, the Company’s total guarantees and endorsements to others should not exceed 50% of the Company’s net asset value, and
total guarantees and endorsements provided for a single party should not exceed 20% of the Company’s net asset value. The calculation is shown below:
(1) $7,092,583 thousand dollars × 20% = $1,418,517 thousand dollars
(2) $7,092,583 thousand dollars × 50% = $3,546,292 thousand dollars
~ 46 ~
C. Marketable securities held as at September 30, 2012:
For the information of marketable securities, the book value was calculated by exchange rate on September 30, 2012.
As of September 30, 2012
Securities held by
Type ofmarketablesecurities Name of marketable securities
Relationship with thesecurities issuer
Generalledger account Number of shares Book value
Ownership(%)
Market value orequity per share
(in dollars) RemarkOpto Tech Corp. Stock United Radiant Technology
Corp.The Company is thedirector of thiscompany.
Available-for-salefinancialassets-non-current
8,881,959 $ 28,245 5.59 $ 28,245 None
〞 〞 AXT, Inc. None. 〞 124,100 - - - Note 1
$ 28,245
〞 〞 Nichia Corp. This company is theparent company ofNichia TaiwanCorp.
Financial assets carriedat cost-non-current
10,000 $ 379,252 0.47 $ 755,236 None
〞 〞 Lu Zhu Development Co.,Ltd.
The Company is thedirector of thiscompany.
〞 15,870,370 101,516 6.38 100,118 〞
〞 〞 Giga Epitaxy TechnologyCorp.
The Company is thedirector of thiscmpany.
〞 3,300,000 33,000 4.55 28,863 〞
〞 〞 Shin-Etsu Opto ElectronicCo., Ltd.
The Company is thedirector of thiscompany.
〞 2,000,000 20,000 10.00 63,136 〞
〞 〞 Formosa IndustrialComputing, Inc.
None. 〞 699,826 5,349 4.49 3,642 〞
〞 〞 Top Increasing TechnologyCo., Ltd.
None. 〞 10,000,000 - 16.67 - 〞
〞 〞 Mentor Data System, Inc. None. 〞 4,509,172 - 19.19 - 〞
〞 〞 Pictologic Inc. None. 〞 400,000 - 1.71 2,664 〞
〞 〞 LT LIGHTING (TAIWAN)Corp.
None. 〞 119,628 - 1.71 348 Note 2
〞 〞 Action Media Technologies,Inc.
None. 〞 75,000 - 1.96 - None
$ 539,117
Note 1: The 124,100 shares of AXT, Inc. which are owned by the Company, are preferred stocks.
Note 2: On July 4, 2011, Lanyo Technology Co., Ltd. was renamed to LT LIGHTING (TAIWAN) Corp.
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As of September 30, 2012
Securities held by
Type ofmarketablesecurities Name of marketable securities
Relationship with thesecurities issuer
Generalledger account Number of shares Book value
Ownership(%)
Market value orequity per share
(in dollars) RemarkOpto Tech Corp. Stock Opto Technology
International Group Co.,Ltd.
Subsidiary Long-term investmentaccounted for underequity method
33,769,906 $ 806,469 100.00 $ 806,469 Note 1
〞 〞 Ho Chung Investment Corp. Subsidiary 〞 23,830,000 86,108 100.00 86,108 None
〞 〞 Jyu Shin Investment Co., Ltd. Subsidiary 〞 12,568,706 253,984 100.00 253,984 〞
〞 〞 Source Ever Limited Subsidiary 〞 200,001 1,788 100.00 1,788 Note 2
〞 〞 Viking Tech Corporation Investee of theCompanyaccounted for underthe equity method
〞 7,209,052 153,837 8.32 199,330 None
Jyu Shin InvestmentCo., Ltd.
Stock CS Bright Corporation Subsidiary Long-term investmentaccounted for underequity method
4,993,562 91,301 99.87 91,301 〞
〞 〞 Viking Tech Corporation Investee accountedfor under the equitymethod
〞 6,198,000 132,262 7.15 171,375 〞
Ho Chung InvestmentCorp.
Stock Opto Tech Corp. Parent company Financial assets at fairvalue through profit orloss - current
1,107,276 14,616 0.20 14,616 〞
〞 〞 Viking Tech Corporation Investee accountedfor under the equitymethod
Long-term investmentaccounted for underequity method
2,526,010 53,904 2.91 69,844 〞
〞 〞 VML TECHNOLOGIES B.V. Investee accountedfor under the equitymethod
〞 6,000 ( 668) 25.00 ( 668) 〞
〞 〞 Brilliance Semiconductor,Inc.
None Financial assets carriedat cost-non-current
14,624 - 0.06 - 〞
Note 1: On May 17, 2011 and May 31, 2011, the Company increased its capital by USD 2,000 thousand and USD 3,000 thousand, respectively, through cash infusion to its subsidiary - Opto Technology InternationalGroup Co., Ltd.
Note 2: On May 13, 2011, the Company increased its capital by USD 200 thousand dollars through cash infusion to its subsidiary –Source Ever Limited.
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As of September 30, 2012
Securities held by
Type ofmarketablesecurities Name of marketable securities
Relationship with thesecurities issuer
Generalledger account Number of shares Book value
Ownership(%)
Market value orequity per share
(in dollars) RemarkCS Bright Corporation Stock Bright Investment
International Ltd.Subsidiary Long-term investment
accounted for underequity method
5,000,000 $ 3,892 100.00 $ 3,892 None
Bright InvestmentInternational Ltd.
Stock Everyung Investment Ltd. Subsidiary Long-term investmentaccounted for underequity method
5,000,000 43,977 55.56 43,977 Note 1
Everyung InvestmentLtd.
Stock Opto Plus Technology Co.,Ltd.
Subsidiary Long-term investmentaccounted for underequity method
9,000,000 79,158 100.00 79,158 Note 2
Opto TechnologyInternational GroupCo., Ltd.
Stock Opto Tech (Cayman) Co.,Ltd.
Subsidiary Long-term investmentaccounted for underequity method
9,669,906 112,478 100.00 112,478 Note 3
〞 〞 Opto Grand (Cayman) Co., Ltd. Subsidiary Long-term investmentaccounted for underequity method
20,000,000 655,447 100.00 655,447 None
〞 〞 Everyung Investment Ltd. Subsidiary Long-term investmentaccounted for underequity method
4,000,000 35,181 44.44 35,181 Note 1
Opto Tech (Cayman)Co., Ltd.
Stock Opto Tech (Suzhou) Co., Ltd. Subsidiary Long-term investmentaccounted for underequity method
9,000,000 88,530 100.00 88,530 Note 4
〞 〞 Opto Tech (Macao) Co., Ltd. Subsidiary Long-term investmentaccounted for underequity method
372,028 15,299 100.00 15,299 None
Opto Grand (Cayman)Co., Ltd.
Stock Opto Tech Semiconductor(Ningbo) Co., Ltd.
Subsidiary Long-term investmentaccounted for underequity method
20,000,000 655,035 100.00 655,035 None
Note 1: On June 14, 2011, Opto Technology International Group Co., Ltd. increased its capital by cash infusion amounting to USD 2,000 thousand to Everyung Investment Ltd. and the ownership ratio increased to44.44%.
Note 2: On June 16, 2011, Everyung Investment Ltd. increased its capital by cash infusion amounting to USD 2,000 thousand to its subsidiary - Opto Plus Technology Co.,Ltd.Note 3: On May 31, 2011, Opto Technology International Group Co., Ltd. increased its capital by cash infusion amounting to USD 3,000 thousand dollars to its subsidiary - Opto Tech (Cayman) CO., Ltd.Note 4: On June 14, 2011, Opto Tech (Cayman) CO., Ltd. increased its capital by cash infusion amounting to USD 3,000 thousand dollars to its subsidiary - Opto Tech (Suzhou) Co.,Ltd.
D. Acquisition or sale of the same security with the accumulated cost exceeding $100 million or 20% of the Company’s paid-in capital during the nine-month period ended September 30, 2012: None.
E. Acquisition of real estate properties exceeding $100 million or 20% of the Company’s paid-in capital during the nine-month period ended September 30, 2012: None.
F. Disposal of real estate properties exceeding $100 million or 20% of the Company’s paid-in capital during the nine-month period ended September 30, 2012: None.
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G. Purchases from or sales to related parties exceeding $100 million or 20% of the Company’s paid-in capital during the nine-month period ended September 30, 2012:
Transaction
Differences in transactionterms compared to third party
transactionsNotes/accounts
receivable (payable)
Purchaser/seller Counterparty Relationship with the CompanyPurchases
(sales) Amount
Percentage oftotal purchases
(sales) Credit term Unit price Credit term Balance
Percentage oftotal
notes/accountsreceivable(payable)
Opto Tech Corp. Nichia Taiwan Corp. This company is the director of theCompany
Purchases $983,454 33 120 days Equivalent tonormaltransaction
- ($631,673) ( 40)
Opto Tech Corp. Shin-Etsu OptoElectronic Co., Ltd.
The Company is the director of thiscompany
〞 120,953 4 90 days 〞 - ( 49,204) ( 3)
Opto Tech Corp. Shin-Etsu OptoElectronic Co., Ltd.
The Company is the director of thiscompany
Sales ( 276,079) ( 6) 90 days 〞 - 104,304 5
Opto Tech Corp. Nichia Taiwan Corp. This company is the director of theCompany
〞 ( 166,585) ( 3) 136 days 〞 - 74,089 4
H. Receivables from related parties exceeding $100 million or 20% of the Company’s paid-in capital as of September 30, 2012:
Overdue receivables
Creditor Counterparty Relationship with the Company
Balance as atSeptember30, 2012 Turnover rate Amount Action taken
Amount collectedsubsequent to thebalance sheet day
Allowance fordoubtful debts
Opto Tech Corp. Shin-Etsu OptoElectronic Co., Ltd.
The Company is the director of thiscompany
$ 104,304 4.04 $ - - $ 37,290 $ -
I. Derivative financial instruments undertaken during the nine-month period ended September 30, 2012: Please refer to Note 10(7)
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2) Information on investee companies for the nine-month period ended September 30, 2012
The information of investee companies was calculated by the exchange rate on September 30, 2012, except for the net income (loss), which was applied the average exchange rate of each month for the nine-monthperiod ended September 30,2012.
Investee Location Main activities
Initial investment amount Shares held as of September 30, 2012Net income(loss) of the
investee
Investmentincome (loss)recognized bythe investor Remark
Balance
as of 09/30/12
Balance
as of 09/30/11 No. of sharesOwnership
(%) Book value
Opto Tech Corp. holds—
Opto TechnologyInternational Group Co.,Ltd.
Cayman Islands Holding Company $ 1,090,254 $ 1,090,254 33,769,906 100.00 $ 806,469 ($ 35,036) ($ 35,036) Subsidiary of theCompany
Ho Chung Investment Co.,Ltd.
Taiwan Investment business 288,300 288,300 23,830,000 100.00 86,108 6,077 3,973 Subsidiary ofthe Company
Jyu Shin Investment Co.,Ltd.
Taiwan Investment business 125,687 125,687 12,568,706 100.00 253,984 ( 13,701) ( 13,701) Subsidiary ofthe Company
Source Ever Limited B.V. I. International trading 5,725 5,725 200,001 100.00 1,788 ( 60) ( 60) Subsidiary ofthe Company
Viking Tech Corporation Taiwan R&D, Manufacture and Sales of SMD Chip Resistor,DIP Power Resistor, High Frequency Ceramic ChipInductor, SMD Ferrite Inductor, Power Inductor,Capacitor Integrated Passive Devices
291,301 291,301 7,209,052 8.32 153,837 126,472 12,457 Long-terminvestmentaccounted forunder equitymethod
~ 51 ~
Investee Location Main activities
Initial investment amount Shares held as of September 30, 2012Net income(loss) of the
investee
Investmentincome (loss)recognized bythe investor Remark
Balance
as of 09/30/12
Balance
as of 09/30/11 No. of sharesOwnership
(%) Book value
Ho Chung Investment Co.,Ltd holds—
VML TECHNOLOGIESB.V
Holland Manufacture and Design of system products $ 37,436 $ 37,436 6,000 25.00 ($ 668) ($ 3,333) ($ 833) Long-terminvestmentaccounted forunder equitymethod
Viking Tech Corporation Taiwan R&D, Manufacture and Sales of SMD Chip Resistor,DIP Power Resistor, High Frequency Ceramic ChipInductor, SMD Ferrite Inductor, Power Inductor,Capacitor Integrated Passive Devices
45,468 45,468 2,526,010 2.91 53,904 126,472 4,347 Long-terminvestmentaccounted forunder equitymethod
Jyu Shin Investment Co.,Ltd. holds—
CS Bright Corporation Taiwan Manufacture and Sales of Displays, SMDLamps and other LED related products
50,170 50,170 4,993,562 99.87 91,301 ( 24,422) ( 24,391) Indirectsubsidiary ofthe Company
Viking Tech Corporation Taiwan R&D, Manufacture and Sales of SMD Chip Resistor,DIP Power Resistor, High Frequency Ceramic ChipInductor, SMD Ferrite Inductor, Power Inductor,Capacitor Integrated Passive Devices
78,651 78,651 6,198,000 7.15 132,262 126,472 10,667 Long-terminvestmentaccounted forunder equitymethod
CS Bright Corporationholds—
Bright InvestmentInternational Ltd.
B.V. I. Investment business 168,421 168,421 5,000,000 100.00 3,892 ( 15,516) ( 12,633) IndirectSubsidary
~ 52 ~
Investee Location Main activities
Initial investment amount Shares held as of September 30, 2012Net income(loss) of the
investee
Investmentincome (loss)recognized bythe investor Remark
Balance
as of 09/30/12
Balance
as of 09/30/11 No. of sharesOwnership
(%) Book value
Bright InvestmentInternational Ltd. holds—
Everyung Investment Ltd. Samoa Investment business $ 168,421 $ 168,421 5,000,000 55.56 $ 43,977 ($ 27,930) ($ 15,516) Indirectsubsidiary
Everyung Investment Ltd.holds—
Opto Plus Technology Co.,Ltd.
China Manufacture and Sales of LED and ElectronicProducts
287,341 287,341 9,000,000 100.00 79,158 ( 27,930) ( 27,930) Indirectsubsidiary(Note 1)
Opto TechnologyInternational Group Co.,Ltd. holds—
Opto Tech (Cayman) Co.,Ltd.
Cayman Islands Holding Company 316,203 316,203 9,669,906 100.00 112,478 ( 31,327) ( 31,327) Indirectsubsidiary(Note 2)
Opto Grand (Cayman) Co.,Ltd.
Cayman Islands Holding Company 651,721 651,721 20,000,000 100.00 655,447 8,818 8,818 Indirectsubsidiary
Everyung Investment Ltd. Samoa Investment business 118,920 118,920 4,000,000 44.44 35,181 ( 27,930) ( 12,414) Indirectsubsidiary(Note 3)
Opto Tech (Cayman) Co.,Ltd. holds—
Opto Tech (Suzhou) Co.,Ltd.
China Research, Design and Manufacture of LED Display,Wireless Communication Equipment and relatedparts
294,708 294,708 9,000,000 100.00 88,530 ( 31,257) ( 31,257) Indirectsubsidiary(Note 4)
Opto Tech (Macao) Co.,Ltd.
Macao International trading 4,096 4,096 372,028 100.00 15,299 217 217 Indirectsubsidiary
Opto Grand (Cayman) Co.,Ltd. holds—
Opto Tech Semiconductor(Ningbo) Co., Ltd.
China Manufacture and Sales of LED and Electronicproducts
651,721 651,721 20,000,000 100.00 655,035 8,831 8,831 Indirectsubsidiary
Note 1: On June 16, 2011, Everyung Investment Ltd. increased its capital by cash infusion amounting to USD 2,000 thousand dollars to its subsidiary - Opto Plus Technology Co., Ltd.
Note 2: On May 31, 2011, Opto Technology International Group Co., Ltd. increased its capital by cash infusion amounting to USD 3,000 thousand dollars to its subsidiary - Opto Tech (Cayman) CO., Ltd.
Note 3: On June 14, 2011, Opto Technology International Group Co., Ltd. increased its capital by cash infusion amounting to USD 2,000 thousand dollars to Everyung Investment Ltd. and the
ownership ratio increased to 44.44%. Therefore, the ownership ratio of Bright Investment International Ltd. to Everyung Investment Ltd. decreased to 55.56%.
Note 4: On June 14, 2011, Opto Tech (Cayman) CO., Ltd. increased its capital by cash infusion amounting to USD 3,000 thousand dollars to its subsidiary - Opto Tech (Suzhou) Co., Ltd.
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3) Information on Mainland China investments
A. Information on Mainland China investments for the nine-month period ended September 30, 2012
Investee inMainland China Main activities Paid-in capital
Investmentmethod
Accumulatedamount of
remittance toMainland China asof January 1, 2012
Amount remittedto Mainland Chinaduring the period
Amountremitted back toTaiwan during
the period
Accumulated amountof remittance to
Mainland China as ofSeptember 30, 2012
Ownershipheld by theCompany(direct andindirect)
Investmentincome (loss)recognized bythe Companyfor the period
(Note 2)
Book value ofinvestments in
Mainland Chinaas of September
30, 2012
Accumulatedamount of
investment incomeremitted back to
Taiwan as ofSeptember 30, 2012
Opto Tech (Suzhou)Co., Ltd.
Research, Design andManufacture of LEDDisplay, WirelessCommunicationEquipment and relatedparts
$ 294,708 Note 1(2) $ 294,708 $ - $ - $ 294,708 100.00 ($ 31,257) $ 88,530 $ -
Opto TechSemiconductor(Ningbo) Co., Ltd.
Manufacture and Salesof LED andElectronic products
651,721 Note 1(2) 651,721 - - 651,721 100.00 8,831 655,035 -
Opto PlusTechnology Co.,Ltd.
Manufacture andSales of LED andElectronic products
287,341 Note 1(2) 287,341 - - 287,341 99.87 ( 27,930) 79,158 -
Note 1: The investment methods are classified into five categories as follows:
(1) Remitting investment funds to the investee company in Mainland China through the third area.
(2) Setting up a company in the third area, which then invested in the investee company in Mainland China.
(3) Through investing in an existing company in the third area, which then invested in the investee company in Mainland China.
(4) Directly investing in the investee company in Mainland China.
(5) Other.
Note 2: The investment income or loss was recognized by indirect weighted ownership based on the financial statements of these investees which were not reviewed by the independent accountants of the parent company for the corresponding
periods.
B. Investments in Mainland China for the nine-month period ended September 30, 2012:
Accumulated amount of remittance from Taiwan to MainlandChina as of September 30, 2012
Investment amount approved bythe Investment Commission of the
Ministry of Economic Affairs (MOEA)
Ceiling on investments inMainland China imposed by
the Investment Commission of MOEA
$ 1,233,770 $ 1,234,278 $ 4,255,550
C. The significant events occurring due to investment through the third area and the investees in Mainland China for the nine-month period ended September 30, 2012 are as follows:
(1)The Company sold inventories to Opto Tech (Suzhou) Co., Ltd. during the nine-month period ended September 30, 2012 amounting to $728, comprising 0.01% of net sales of the Company. As of September 30, 2012, accounts receivable
from Opto Tech (Suzhou) Co., Ltd. was $80, comprising 0.01% of the accounts receivable of the Company. The Company sold finished goods to Opto Plus Technology Co., Ltd., amounting to $9,600, comprising 0.20% of net sales of the
Company. As of September 30, 2012 accounts receivable from Opto Plus Technology Co., Ltd. was $3,789, comprising 0.18% of the accounts receivable of the Company.
(2)The Company purchased semi-finished goods from Opto Tech (Suzhou) Co., Ltd. during the nine-month period ended September 30, 2012 amounting to $2,901 comprising 0.10% of net purchases of the Company. As of September 30, 2012,
accounts payable from Opto Tech (Suzhou)Co.,Ltd. was $79 , comprising 0.01% of the accounts payable of the Company.
~ 54 ~
12. SEGMENT INFORMATION
In accordance with R.O.C SFAS No. 41, “Operating Segments”, the information of operatingsegments is disclosed in the Company’s consolidated financial statements.