non-consolidated - CHUNGHWA PICTURE TUBES, LTD.
non-consolidated - CHUNGHWA PICTURE TUBES, LTD.
non-consolidated - CHUNGHWA PICTURE TUBES, LTD.
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<strong>CHUNGHWA</strong> <strong>PICTURE</strong> <strong>TUBES</strong>, <strong>LTD</strong>.<br />
Financial Statements<br />
For The Three-Month Period Ended<br />
March 31, 2003 And 2004<br />
With<br />
Review Report of Independent Auditors<br />
The reader is advised that these financial statements have been prepared originally in Chinese. In the event of a<br />
conflict between these financial statements and the original Chinese version or difference in interpretation between the<br />
two versions, the Chinese language financial statements shall prevail.
English Translation of a Report Originally Issued in Chinese<br />
Review Report of Independent Auditors<br />
To the Board of Directors and Stockholders of<br />
Chunghwa Picture Tubes, Ltd.<br />
We have reviewed the accompanying <strong>non</strong>-<strong>consolidated</strong> balance sheets of Chunghwa Picture Tubes, Ltd. (“the<br />
Company”) as of March 31, 2003 and 2004, and the <strong>non</strong>-<strong>consolidated</strong> related statements of operations, and cash flows<br />
for the three-month period ended. All these <strong>non</strong>-<strong>consolidated</strong> financial statements expressed in New Taiwan Dollars<br />
(“NT$” or “NTD”). These financial statements are the responsibility of the Company’s management. Our<br />
responsibility is to issue reports on these financial statements based on our review.<br />
Except as discussed in the following paragraph, we conducted our review in accordance with the statements for<br />
auditing standards No. 36 「Review of Financial Statements」 generally accepted in the Republic of China, which<br />
consist principally of applying analytical procedures to financial data and making inquiries of persons responsible for<br />
financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally<br />
accepted auditing standards in the Republic of China, the objective of which is the expression of an opinion regarding<br />
the financial statements taken as a whole. Accordingly, we do not express such an opinion.<br />
We were not unable to obtain reviewed financial statements supporting the company’s the long-term investments<br />
accounted for by the equity method amounted to NT$27,764,962 thousand (26.08% of total assets) and NT$27,200,163<br />
thousand (20.91% of total assets) as of March 31, 2003 and 2004, respectively; or its equity in investment income were<br />
NT$105,093 thousand (9.65% of loss before income tax) and NT$1,024,600 thousand (18.75% of income before<br />
income tax), respectively, which is included in net income for the three-month period ended March 31, 2003 and 2004<br />
as described in Notes 4 to the financial statements.<br />
Based on our review, except for the matters as referred to above and the effect of such adjustment, if any, as might have<br />
been determined to be necessary had we been able to obtain reviewed financial statements of the investee companies<br />
and to examine evidence regarding the long-term investment and investment income accounted for the equity method<br />
as stated in the third paragraph, we are not aware of any material modifications or adjustments that should be made to<br />
the <strong>non</strong>-<strong>consolidated</strong> financial statements referred to the first paragraph in order for them to be in conformity with<br />
“Criteria Governing the Preparation of Financial Reports by Securities Issuers” accounting principles generally<br />
accepted in the Republic of China .<br />
We have also reviewed the translations of New Taiwan dollar <strong>non</strong>-<strong>consolidated</strong> financial statements as of and for the<br />
three-month period ended March 31, 2004 into U.S. dollars (“USD” or “US$”) on the basis stated in Note 2.(20) to the<br />
<strong>non</strong>-<strong>consolidated</strong> financial statements and the U.S. dollars <strong>non</strong>-<strong>consolidated</strong> financial statements have been properly<br />
translated on such basis. The convenience translations should not be construed as representations that the New<br />
Taiwan dollar amounts have been, could have been or could in the future be, converted into U.S. dollars at this or any<br />
other exchange rate.<br />
April 26, 2004<br />
Taipei, Taiwan<br />
Republic of China<br />
Notice to Readers<br />
The accompanying financial statements are intended only to present the financial position and results of operations and<br />
cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not<br />
those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those<br />
generally accepted and applied in the Republic of China.<br />
1
(Draft, Subject to review by EY HK CMC)<br />
English Translation of Financial Statements Originally Issued in Chinese<br />
<strong>CHUNGHWA</strong> <strong>PICTURE</strong> <strong>TUBES</strong>, <strong>LTD</strong>.<br />
NON- CONSOLIDATED BALANCE SHEETS (UNAUDITED)<br />
MARCH 31, 2003 AND 2004<br />
(Expressed in Thousands of New Taiwan dollars and US dollars)<br />
New Taiwan dollars<br />
USD<br />
March 31,<br />
ASSETS 2003 2004 2004<br />
CURRENT ASSETS:<br />
Cash and cash equivalents (Notes 2 and 4) $11,602,305 $25,724,740 $779,537<br />
Short-term investments-net (Notes 2 and 4) 1,633,624 1,805,063 54,699<br />
Notes receivable-net (Notes 2 and 4) 256,932 38,254 1,159<br />
Accounts receivable-net (Notes 2 and 4)<br />
Trade 2,313,729 10,510,402 318,497<br />
Others 744,550 414,700 12,567<br />
Due from affiliates-net (Notes 2, 4 and 5)<br />
Trade 4,225,707 3,088,626 93,595<br />
Others 18,835 12,077 366<br />
Forward exchange contract receivable-net (Notes 2 and 4) 823 - -<br />
Other financial assets (Note 4) 173,750 - -<br />
Inventories-net (Notes 2 and 4) 3,772,501 3,982,979 120,696<br />
Prepayments 135,655 127,103 3,852<br />
Deferred tax assets-net (Notes 2 and 4) 311,674 - -<br />
Pledged time deposits-current (Notes 2 and 4) 185,736 127,600 3,867<br />
Total Current Assets 25,375,821 45,831,544 1,388,835<br />
LONG-TERM INVESTMENTS (Notes 2、4 and 6)<br />
Equity method 28,194,049 28,415,699 861,082<br />
Cost method 511,640 1,060,289 32,130<br />
Prepayment for long-term investment 20,000 - -<br />
Total long-term investment 28,725,689 29,475,988 893,212<br />
PROPERTY, PLANT AND EQUIPMENT:<br />
(Notes 2, 4, 5 and 6)<br />
Land 2,562,981 3,025,729 91,689<br />
Buildings 7,419,873 10,205,741 309,265<br />
Machinery and equipment 30,313,359 46,418,004 1,406,606<br />
Transportation equipment 315,735 314,941 9,544<br />
Furniture and fixtures 262,777 450,793 13,660<br />
Miscellaneous equipment 7,750,921 10,739,078 325,427<br />
Revaluation increment 57,192 57,192 1,733<br />
Total 48,682,838 71,211,478 2,157,924<br />
Less:Accumulated depreciation (17,010,197) (25,268,196) (765,703)<br />
Add: Prepayments on equipments and Construction<br />
in progress 17,013,581 6,611,948 200,362<br />
Property, plant and equipment-net 48,686,222 52,555,230 1,592,583<br />
INTANGIBLE ASSETS:<br />
Deferred pension cost (Notes 2 and 4) 269,967 236,221 7,158<br />
OTHER ASSETS:<br />
Refundable deposits 27,832 72,070 2,184<br />
Deferred charges (Notes 2, 4 and 5) 2,003,445 1,593,542 48,289<br />
Pledged time deposits-<strong>non</strong>-current - 3,850 117<br />
Others-net (Note 2, 4, 5 and 7) 1,370,419 332,457 10,074<br />
Total Other Assets 3,401,696 2,001,919 60,664<br />
TOTAL ASSETS $106,459,395 $130,100,902 $3,942,452<br />
2
(Draft, Subject to review by EY HK CMC)<br />
English Translation of Financial Statements Originally Issued in Chinese<br />
<strong>CHUNGHWA</strong> <strong>PICTURE</strong> <strong>TUBES</strong>, <strong>LTD</strong>.<br />
NON-CONSOLIDATED BALANCE SHEETS (UNAUDITED)-(CONTINUED)<br />
March 31, 2003 AND 2004<br />
(Expressed in Thousands of New Taiwan dollars and US dollars)<br />
New Taiwan dollars<br />
USD<br />
March 31,<br />
LIABILITIES AND STOCKHOLDERS' EQUITY 2003 2004 2004<br />
CURRENT LIABILITIES:<br />
Short-term loans (Note 4) $5,186,653 $1,133,913 $34,361<br />
Accounts payable<br />
Trade 5,132,704 8,687,099 263,245<br />
Others 3,919,209 1,251,450 37,923<br />
Due to affiliates (Note 5)<br />
Trade 2,465,069 3,979,435 120,589<br />
Others 1,572,796 249,437 7,559<br />
Accrued expenses 739,664 2,186,364 66,254<br />
Current portion of long-term debt (Note 4) 6,417,333 4,885,383 148,042<br />
Current liabilities<br />
Due to affiliates 79,995 63,272 1,917<br />
Others 116,594 277,829 8,419<br />
Total Current Liabilities 25,630,017 22,714,182 688,309<br />
LONG-TERM DEBT:<br />
Bonds payable (Notes 2 and 4) 8,019,562 7,994,319 242,252<br />
Long-term bank loans-net of current portion (Notes 4 and 6) 15,928,051 19,372,709 587,052<br />
Total Long-term Debt 23,947,613 27,367,028 829,304<br />
RESERVES FOR INCREAMENT TAX ON LAND<br />
REVALUATION 26,793 26,793 812<br />
OTHER LIABILITIES:<br />
Accrued pension liabilities (Notes 2 and 4) 1,200,027 1,556,413 47,164<br />
Deferred tax liabilities-net (Notes 2 and 4) 1,636,057 1,027,673 31,142<br />
Deferred gain on transactions with equity investee (Notes 4, 5 and 11) 1,483,378 1,291,070 39,123<br />
Total Other Liabilities 4,319,462 3,875,156 117,429<br />
Total Liabilities 53,923,885 53,983,159 1,635,854<br />
STOCKHOLDERS' EQUITY:<br />
Capital<br />
Common stock (Note 4) 51,062,011 61,161,545 1,853,380<br />
Capital reserves<br />
Additional paid-in capital (Notes 2 and 4) 4,331,090 7,218,664 218,748<br />
Additional paid-in convertible bonds (Notes 2 and 5) 1,833,671 3,686,629 111,716<br />
Reserve for assets revaluation (Note 4) 59,304 59,304 1,797<br />
Long-term investments (Note 4) 545,988 515,955 15,635<br />
Treasury stock - 744 22<br />
Retained earnings<br />
Legal reserve (Notes 2 and 4) 942,597 - -<br />
Special reserve (Notes 2 and 4) 1,981,158 - -<br />
Unappropriated retained earnings (accumulated deficits) (Notes 2 and 4) (4,688,976) 6,105,574 185,017<br />
Adjusting items in stockholders' equity:<br />
Unrealized loss on long-term investments (Notes 2 and 4) (3,698,542) (1,911,997) (57,939)<br />
Cumulative translation adjustments (Note 2) 1,456,128 479,779 14,539<br />
Excess of additional pension liability over unrecognized<br />
piror service cost (Notes 2 and 4) (41,920) (158,711) (4,810)<br />
Treasury stock (Notes 2 and 4) (1,246,999) (1,039,743) (31,507)<br />
Total Stockholders' Equity 52,535,510 76,117,743 2,306,598<br />
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $106,459,395 $130,100,902 $3,942,452<br />
The accompanying notes are an integral part of the financial statements.<br />
3
(Draft, Subject to review by EY HK CMC)<br />
English Translation of Financial Statements Originally Issued in Chinese<br />
<strong>CHUNGHWA</strong> <strong>PICTURE</strong> <strong>TUBES</strong>, <strong>LTD</strong>.<br />
NON-CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)<br />
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2003 AND 2004<br />
(Expressed in Thousands of New Taiwan Dollars and US Dollars Except Per Share Information)<br />
New Taiwan dollars<br />
the three-month period ended March 31,<br />
2003 2004 2004<br />
OPERATING REVENUES:<br />
NET SALES (Notes 2, 4 and 5) $7,456,533 $22,366,937 $677,786<br />
OPERATING COSTS:<br />
COST OF GOODS SOLD (Notes 4 and 5) (7,939,322) (16,616,651) (503,535)<br />
GROSS PROFIT INCLUDED UNREALIZED INTERCOMPANY PROFIT (482,789) 5,750,286 174,251<br />
REALIZED INTERCOMPANY PROFIT-NET (Notes 4 and 5) 62,530 55,299 1,676<br />
NET GROSS PROFIT (LOSS) (420,259) 5,805,585 175,927<br />
OPERATING EXPENSES: (Notes 4 and 5)<br />
Selling and marketing (78,049) (208,502) (6,318)<br />
General and administrative (132,487) (215,048) (6,517)<br />
Research and development (590,082) (977,290) (29,615)<br />
Total (800,618) (1,400,840) (42,450)<br />
OPERATING INCOME (1,220,877) 4,404,745 133,477<br />
NON-OPERATING INCOME:<br />
Interest income 3,224 185 6<br />
Investment income recognized by equity method (Notes 2 and 4) 105,093 1,024,600 31,048<br />
Gain on disposal of property, plant and equipment-net (Notes 2 and 5) - 1,766 53<br />
Gain on disposal and recovery on decline in market price of short-term<br />
investments-net (Note 4) - 112,192 3,400<br />
Reversal of provision for loss on decline in market value of<br />
inventory-net (Notes 2 and 4) 64,000 73,000 2,212<br />
Gain on foreign exchange-net (Note 2) 205,206 - -<br />
Others 80,696 56,107 1,700<br />
Total 458,219 1,267,850 38,419<br />
NON-OPERATING EXPENSES AND LOSSES:<br />
Interest expenses (252,634) (185,102) (5,609)<br />
Loss on disposal and decline in market price of short-term investments-net (72,356) - -<br />
Loss on disposal of property, plant and equipment-net (Notes 2 and 5) (665) - -<br />
Loss on foreign exchange-net (Note 2) - (23,826) (722)<br />
Others (Notes 2 and 4) (281) (472) (14)<br />
Total (325,936) (209,400) (6,345)<br />
INCOME (LOSS) BEFORE INCOME TAX (1,088,594) 5,463,195 165,551<br />
INCOME TAX BENEFITS (EXPENSES) (Notes 2 and 4) (37,500) (297,579) (9,017)<br />
NET INCOME (LOSS) $(1,126,094) $5,165,616 $156,534<br />
EARNINGS (LOSSES) PER SHARE AVAILABLE TO COMMON<br />
STOCKHOLDERS (Notes 2 and 4)<br />
Basic $(0.22) $0.87 $0.03<br />
Diluted $(0.22) $0.78 $0.02<br />
USD<br />
The accompanying notes are an integral part of the financial statements.<br />
4
(Draft, Subject to review by EY HK CMC)<br />
English Translation of Financial Statements Originally Issued in Chinese<br />
<strong>CHUNGHWA</strong> <strong>PICTURE</strong> <strong>TUBES</strong>, <strong>LTD</strong>.<br />
NON-CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)<br />
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2003 AND 2004<br />
(Expressed in Thousands of New Taiwan Dollars and US Dollars)<br />
New Taiwan Dollars<br />
USD<br />
the three-month period ended March 31,<br />
2003 2004 2004<br />
CASH FLOWS FROM OPERATING ACTIVITIES:<br />
Net income (loss) $(1,126,094) $5,165,616 156,534<br />
Adjustments to reconcile net income to net cash provided<br />
by operating activities:<br />
Exchange rate effect (Note 2) (8,721) 347,595 10,533<br />
Depreciation (Note 2) 1,619,681 2,387,131 72,337<br />
Amortization (Note 2) 170,448 195,170 5,914<br />
Investment income recognized by equity method (Notes 2 and 4) (105,093) (1,024,600) (31,048)<br />
Cash dividend received from long-term investee accounted for under equity method - 54,000 1,636<br />
(Note 4)<br />
Unrealized gain on foreign exchange of long-term debt (Note 4) (8,040) (259,924) (7,876)<br />
Forfeited interest on convertible bonds - 1,728 52<br />
Transfer of property, plant and equipment to expense 29,895 30,030 910<br />
(Gain) Loss on disposal of property, plant and equipment (Note 2) 665 (1,766) (53)<br />
Gain on valuation of inventories (64,000) (73,000) (2,212)<br />
Amortization of premium on bonds payable - (26,424) (801)<br />
Decrease in notes receivable 125,576 91,765 2,781<br />
(Increase) decrease in accounts receivable-trade 578,437 (6,312,173) (191,278)<br />
(Increase) decrease in due from affiliates-trade (465,093) 3,018,157 91,459<br />
Increase in accounts receivable-others (487,296) (78,955) (2,393)<br />
Decrease in inventories 1,198,285 455,940 13,816<br />
Decrease forward exchange contract receivable 3,743 - -<br />
Increase in prepayments (71,002) (42,056) (1,274)<br />
Decrease in deferred tax assets 37,500 - -<br />
Increase in accounts payable 664,480 912,461 27,650<br />
Increase (decrease) in due to affiliates-trade (896,173) 2,824,509 85,591<br />
Increase (decrease) in accounts payable-other 2,417,026 (1,691,840) (51,268)<br />
Decrease in accrued expenses (467,326) (133,254) (4,038)<br />
Decrease in deferred credit (62,531) (55,298) (1,676)<br />
Increase in compensation interest payable 81,893 26,320 798<br />
Increase in accrued pension liabilities 64,834 74,083 2,245<br />
Payments for pension (195,330) (47,857) (1,450)<br />
Increase in deferred tax liabilities - 297,579 9,018<br />
Net cash provided by operating activities 3,035,764 6,134,937 185,907<br />
5
(Draft, Subject to review by EY HK CMC)<br />
English Translation of Financial Statements Originally Issued in Chinese<br />
<strong>CHUNGHWA</strong> <strong>PICTURE</strong> <strong>TUBES</strong>, <strong>LTD</strong>.<br />
NON-CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)-(CONTINUED)<br />
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2003 AND 2004<br />
(Expressed in Thousands of New Taiwan Dollars and US Dollars)<br />
New Taiwan Dollars<br />
USD<br />
the three-month period ended March 31,<br />
2003 2004 2004<br />
CASH FLOWS FROM INVESTING ACTIVITIES:<br />
Increase (decrease) in pledged time deposits (32,736) 10,000 303<br />
Increase (decrease) in due from affiliates-others (10,049) 11,519 349<br />
Increase in deferred charges (158,480) (222,626) (6,746)<br />
Increase in short-term investments-net (672,177) (987,450) (29,923)<br />
Increase in other financial assets (34,630) - -<br />
Proceeds from disposal of property, plant and equipment 614,563 14,147 429<br />
Additions to property, plant and equipment (11,607,231) (3,287,875) (99,633)<br />
Increase in long-term investments (20,000) - -<br />
Increase in refundable deposits (14,676) (29,509) (894)<br />
Increase in other assets-others (154) - -<br />
Net cash used in investing activities (11,935,570) (4,491,794) (136,115)<br />
CASH FLOWS FROM FINANCING ACTIVITIES:<br />
Increase (decrease) in short-term loans 4,917,881 (13,797) (418)<br />
Increase (decrease) in due to affiliates-others 1,431,761 (52,211) (1,582)<br />
Redemption and discharge of bonds payable - (638,507) (19,349)<br />
Issuance of bonds payable - 7,983,530 241,925<br />
Increase in long-term bank loans 3,993,930 1,500,000 45,454<br />
Repayments of long-term bank loans (1,152,000) (1,152,000) (34,909)<br />
Increase in other current liabilities 48,746 163,406 4,952<br />
Increase in other current liabilities-due to affiliates 73,411 60,095 1,821<br />
Purchase of treasury stock (207,256) - -<br />
Net cash provided by financing activities 9,106,473 7,850,516 237,894<br />
EXCHANGE RATE EFFECT 8,721 (347,595) (10,533)<br />
INCREASE IN CASH AND CASH EQUIVALENTS 215,388 9,146,064 277,153<br />
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 11,386,917 16,578,676 502,384<br />
CASH AND CASH EQUIVALENTS, END OF PERIOD $11,602,305 $25,724,740 $779,537<br />
SUPPLEMENT DISCLOSURES OF CASH FLOWS<br />
INFORMATION:<br />
Interest expenses paid $252,634 $186,946 $5,665<br />
Income tax paid $210 $143 $4<br />
INVESTING AND FINANCING ACTIVITIES NOT<br />
AFFECTING CASH FLOWS:<br />
Current portion of long-term debt $6,417,333 $4,885,383 $148,042<br />
Property, plant and equipment transferred to fixed assets held for sale $- $48,173 $1,460<br />
Conversion of convertible bonds into common shares $- $3,614,891 $109,542<br />
The accompanying notes are an integral part of the financial statements.<br />
6
English Translation of Financial Statements Originally Issued in Chinese<br />
<strong>CHUNGHWA</strong> <strong>PICTURE</strong> <strong>TUBES</strong>, <strong>LTD</strong>.<br />
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS<br />
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2003 AND 2004<br />
(UNAUDITED)<br />
(Expressed in Thousands of New Taiwan Dollars and US dollars Except Par Value, shares or Stated Otherwise)<br />
The reader is advised that these financial statements have been prepared originally in Chinese. If there is any conflict<br />
between these financial statements and the original Chinese version or any difference in interpretation between the two<br />
versions, the Chinese language financial statements shall prevail.<br />
1. ORGANIZATION AND OPERATIONS<br />
(1) Chunghwa Picture Tubes, Ltd. (the “Company”) was incorporated under the Company Law of the Republic of<br />
China (“ROC”) on May 4, 1971. The Company was permitted to list its shares on the ROC Gre Tai Securities<br />
Market (“GTSM”; formerly known as Over – The – Counter Securities Exchange) on March 2, 2000 and began<br />
trading on the Taiwan Securities Exchange (“TSE”) on September 17, 2001. On October 3 2003, the<br />
Company listed its shares on the Luxembourg Stock Exchange (“LSE”) in the form of Global Depositary<br />
Shares (GDSs).<br />
The main activities of the Company engage include the design, manufacture, sale, installation, maintenance<br />
service, import, export and agency service of the following products:<br />
cathode ray tubes (“CRT”), electron guns and related materials, parts and components;<br />
deflection yokes and related materials, parts and components;<br />
flat panel display and equipment related to CRT and thin film transistor liquid crystal displays<br />
(“TFT-LCD”);<br />
manufacture of machinery for power generation, transmission and distribution;<br />
manufacture of household electric appliance;<br />
manufacture of electronic parts and components;<br />
manufacture of mechanical equipment;<br />
manufacture of modeling equipment; and<br />
information technology services.<br />
(2) As of March 31, 2003 and 2004, the CPT employed 4,624 and 5,669 employees, respectively.<br />
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES<br />
The financial statements were prepared in conformity with the Criteria Governing the Preparation of Financial<br />
Reports by Securities Issuers (“Criteria”) and generally accepted accounting principles in the Republic of China.<br />
(“ROC GAAP”)<br />
7
The significant accounting policies are summarized as follows:<br />
(1) Cash equivalents<br />
The Company considers all highly liquid investments that are readily convertible to cash with insignificant<br />
interest rate risk with an original maturity period of three months or less when purchased to be cash<br />
equivalents.<br />
(2) Short-term Investments<br />
Short-term investments, which consist primarily of marketable securities such as publicly listed trading equity<br />
securities and open-end mutual funds, are recorded at cost when acquired and are stated at the lower of<br />
aggregate cost or market value at the balance sheet date. The amount by which aggregate cost exceeds<br />
market value is reported as <strong>non</strong>-operating expenses in the accompanying statements of operations.<br />
Subsequent, recoveries in market value are recognized as a gain to the extent that the market value does not<br />
exceed the original aggregate cost of the investment.<br />
(3) Allowance for Doubtful Accounts<br />
The allowance for doubtful accounts is provided based on the aging analysis and results of the Company’s<br />
evaluation of collectibility of the outstanding notes and accounts receivable.<br />
(4) Inventories<br />
Inventories are recorded at cost when acquired and are stated at the lower of cost or market value. Cost is<br />
determined using the weighted-average method. Market value of work-in-process and finished goods is<br />
determined on the basis of net realizable value. Market value of raw materials is determined on the basis of<br />
replacement cost. An allowance for loss on decline in market value and obsolescence is provided, when<br />
necessary.<br />
(5) Long-term investments<br />
Equity method:<br />
Investments in which the Company owns 20% or more of the voting shares of investees, or investments in<br />
which the Company owns less than 20% of the investee’s voting shares but is able to exercise significant<br />
influence over the investee’s operational decisions, are accounted for by the equity method. When there is a<br />
difference between the investment cost and the share of net assets of equity investees upon acquisition and the<br />
difference is arising from depreciable assets or goodwill, then the excess is amortized over a period of 5 years.<br />
If the difference is arising from under-valuation of land, then the excess of the market value over carrying<br />
amount of the land is charged to profit and loss account upon the revaluation or disposal of such land.<br />
Dividends received or receivable from equity investees are credited to investment cost.<br />
8
The Company discontinues the equity method of accounting when the Company’s share in the losses of an<br />
investee accumulates to the cost of investment unless the Company guarantees obligations of the investee, or is<br />
otherwise committed to provide further financial support for the investee Company.<br />
When the Company subscribes to additional shares of investee at a percentage different from its existing<br />
equity interest, the resulting difference between the carrying amount of the investment and the amount of the<br />
Company’s proportionate share in the investee’ net equity is recorded as an adjustment to capital reserve. If<br />
the capital reserve is not sufficient, then the excess will be charged to retained earnings. If there is new<br />
addition of capital reserve in the investee’s account, the Company will proportionately share the amount and<br />
increase its investments and capital reserve accordingly.<br />
The interim financial statements are not required to prepared for the <strong>consolidated</strong> financial statements by the<br />
Company.<br />
Cost method:<br />
Investments in which the Company owns less than 20% of the voting shares of investees or investments in<br />
which the Company owns more than 20% of the voting shares but does not have significant influence over<br />
the investee’s operational decisions are stated at cost except for investments in listed companies, which are<br />
stated at lower of aggregate cost or market value, with unrealized loss and subsequent recovery, net of<br />
related tax effect, recorded as a separate component of stockholders’ equity. If the Company receives cash<br />
dividends from the investees, the amount received will be treated as <strong>non</strong>-operating income. If there is<br />
permanent diminution in value of investment, then the Company recognizes it as <strong>non</strong>-operating loss.<br />
Stock dividends from both equity method investees and cost method investees are not treated as income, but<br />
an increase in the number of shares held. When long-term investments are sold, the costs of investments<br />
sold are determined using the weighted-average method.<br />
(6) Property, Plant and Equipment & Assets held for disposal<br />
a. Property, plant and equipment are stated at cost plus revaluation increment.<br />
b. Major renewals and improvements are capitalized, while ordinary maintenances and repairs are expensed<br />
as incurred.<br />
c. Gains or Losses from impairment or disposal of property, plant and equipment are recorded as<br />
<strong>non</strong>-operating income or expenses.<br />
d. Fixed assets held for sale are classified as other assets and stated at a value equal to the lower of net<br />
realizable value or net book value. When the asset has no net realizable value, the net book value of the<br />
assets is written off.<br />
9
e. Depreciation is provided by using the straight-line method over the following estimated useful lives:<br />
Buildings<br />
Machinery and equipment<br />
Transportation equipment<br />
Furniture and fixtures<br />
Miscellaneous equipment<br />
5-60 Years<br />
3-10 Years<br />
5 Years<br />
5 Years<br />
5-10 Years<br />
Additional depreciation is provided on the remaining salvage value of fully depreciated property, plant<br />
and equipment that are still in use over their remaining estimated economic lives.<br />
f. Interest expenses incurred in the period when such fixed assets are in construction or installation are<br />
capitalized.<br />
(7) Deferred charges<br />
Deferred charges, including technical cooperation fees, purchase software license, expenses for bond<br />
issue cost etc., except bond issue cost, are recorded at cost and amortized over 3~10 years using<br />
straight-line method.<br />
For the bonds issue cost, please see Note 2(8).<br />
(8) Convertible Bonds<br />
a. The excess of the stated redemption price of the convertible bonds over its par value is recognized as<br />
interest expense and interest payable using the interest method during the redemption period. If the<br />
bondholders do not exercise the redemption option by the expiry date, then CPT should amortize the<br />
interest premium, which has been recognized as a liability, over the period from the option expiration to<br />
the maturity date as a decrease of interest expense.<br />
Gains or losses from the Company’s early redemption or reacquisition from open market of the<br />
convertible bonds are treated as <strong>non</strong>-operating income or expenses.<br />
b. The book value approach is adopted when the bondholders exercise their conversion rights, where the<br />
bonds payable and related interest payable are transferred to common stock and capital reserve and there<br />
is no gain or loss resulted from such conversion.<br />
c. The related issuance costs for convertible bonds are recorded as deferred charges and are amortized over<br />
the redemption period.<br />
10
(9) Pension<br />
The Company’s pension plan is defined benefit plan. At each balance sheet date, it obtains the professional<br />
actuarial report from which it extracts related information of pension assets and liabilities for disclosure<br />
purpose. In addition, it also relies on the professional actuarial report to record the net pension cost in the<br />
statement of operation. The unrecognized net transition obligation is amortized over 15 years using the<br />
straight-line method.<br />
(10) Deferred gain on transaction with equity investee<br />
Unrealized intercompany gains and losses are eliminated under the equity method. Profit from sales of<br />
depreciable assets between the investee and the Company is amortized and recognized based on the assets’<br />
economic service lives. Profit from other types of intercompany transactions is recognized when realized.<br />
Unrealized intercompany gains and losses arising from transactions between investees accounted for under<br />
the equity method are eliminated in proportion to the multiplication of the Group’s ownership percentages;<br />
while those arising from transactions between majority-owned subsidiaries are eliminated in proportion to the<br />
Group’s ownership percentage in the subsidiary that incurs a gain or loss.<br />
(11) Foreign currency transactions<br />
Non-derivative foreign currency transactions are recorded in New Taiwan dollars at the exchange rate<br />
prevailing at the transaction dates. The resulting exchange gains or losses from settlement of such<br />
transactions are reflected in the accompanying <strong>non</strong>-<strong>consolidated</strong> statements of operations. At the balance<br />
sheet date, monetary assets and liabilities denominated in foreign currencies are translated using the exchange<br />
rate prevailing on that date. The resulting exchange gains or losses are credited to or charged against the<br />
current operations.<br />
For translation of foreign currency financial statements, please see Note 2 (12) above.<br />
(12) Translation of foreign currency financial statements<br />
The Company’s functional currency is the New Taiwan dollar. The Company’s subsidiaries record<br />
transaction in their respective local currencies. In the preparation of the <strong>non</strong>-<strong>consolidated</strong> financial<br />
statements, the financial statements of the foreign subsidiaries have been translated from their respective<br />
currencies to New Taiwan dollars as follows:<br />
(a) all assets and liabilities at exchange rates approximating those prevailing at the respective balance sheet<br />
date;<br />
11
(b) all stockholders’ equity accounts at historical exchange rates, except that retained earnings are brought<br />
forward from last year;<br />
(c) dividend income at exchange rate prevailing at the declaration date; and<br />
(d) profit and loss items at average exchange rates for the financial year.<br />
The gains or losses, net of related tax effect, resulting from the translation, are recorded as cumulative<br />
translation adjustments, a separate component of stockholders’ equity and be reported as part of gains or<br />
losses upon sale or liquidation of the subsidiaries.<br />
(13) Derivative financial instruments<br />
The notional / principal or contract amounts of the foreign currency option contracts entered into for hedging<br />
purposes are recorded in the memorandum and not recognized as either assets or liabilities on the contract<br />
dates. The gains or losses arising from settlement of such options are recorded in the statement of operations.<br />
The premiums paid or received for the call or put options are amortized using the straight-line method over the<br />
terms of contracts.<br />
(14) Treasury Stock<br />
When treasury stock is purchased, it is recorded at cost of acquisition. When treasury stock is obtained<br />
through donation, it is recorded at market value. Gain or loss from selling treasury stock is treated as an<br />
adjustment to capital reserve using the weighted average method. If the loss exceeds the capital reserve, the<br />
excess is charged to retained earnings. Treasury stock is shown as a deduction to stockholders’ equity.<br />
(15) Income tax<br />
The Company adopted interperiod and intraperiod income tax allocation. Tax effects on taxable temporary<br />
differences are recognized as deferred tax liabilities. Tax effects on deductible temporary differences,<br />
operating loss carryforwards and investment tax credits are recognized as deferred tax assets. Valuation<br />
allowance is provided on deferred tax assets when they are not certain to be realized. A deferred tax asset or<br />
liability should, according to the classification of its related asset or liability, be classified as current or<br />
<strong>non</strong>-current. However, if a deferred asset or liability is not directly related to an asset or liability, then the<br />
classification is based on the expected realization date of such deferred income tax asset or liability. The<br />
income tax expense or benefit for unrealized losses or gains that are not included in net income for the period,<br />
but are reported directly in the stockholders’ equity section should be an adjustment directly to stockholders’<br />
equity item.<br />
12
Any tax credits arising from purchases of machinery, equipment and technology, research and development<br />
expenditures, and personnel training are recognized using the current method.<br />
Undistributed earnings generated after 1997 are subject to a 10% retained earning tax (10% tax) in compliance<br />
with the Income Tax Law of R.O.C. The 10% tax on undistributed earnings is recorded as income tax<br />
expense in the year of shareholder approval.<br />
(16) Earnings (loss) per common share<br />
Earnings (loss) per share (“EPS”) of common stock is computed by dividing net income (loss) for common<br />
stockholders by the weighted average number of common shares outstanding during the period on basic and<br />
diluted basis.<br />
The Company’s potentially dilutive securities include potential common shares related to the Company’s<br />
convertible bonds and employee stock options. Only basic EPS will be disclosed if there is no dilutive effect<br />
of convertible bonds and employee stock options. If a potential dilutive effect from the convertible bonds<br />
and employee stock options exist upon conversion of those bonds and exercise options to common stock, both<br />
Basic EPS and Diluted EPS will be disclosed.<br />
Whenever there is capital increases arising from transfer of retained earnings, capital reserves and bonuses to<br />
employees, the weighted-average outstanding shares are adjusted retroactively.<br />
(17) Revenue recognition<br />
The Company recognizes revenue when the earnings process is complete, as evidenced by an agreement with<br />
the customer, transfer of title and acceptance, if applicable, as well as fixed pricing and probable collectibility.<br />
(18) Convenience translation into US dollars<br />
The <strong>non</strong>-<strong>consolidated</strong> financial statements are stated in New Taiwan dollars (“NT$”). Translation of the first<br />
three months ended March 31, 2004 New Taiwan dollar amounts into US dollar (“US$”) amounts uses the<br />
noon buying rate of the Federal Reserve Bank of New York on March 31, 2004 of NT$33 to US$1 solely for<br />
the convenience of the readers. Such translation amounts are unreviewed. The convenience translations<br />
should not be construed as representations that the New Taiwan dollar amounts have been, could have been,<br />
or could in the future be, converted into U.S. dollars at this rate or any other rate of exchange.<br />
3. ACCOUNTING CHANGES<br />
None.<br />
13
4. BREAKDOWN OF SIGNIFICANT ACCOUNT BALANCES<br />
(1) Cash and cash equivalents<br />
US dollars<br />
New Taiwan dollars<br />
(Note 2)<br />
March 31,<br />
2003 2004 2004<br />
Cash on hand $2,638 $6,110 $185<br />
Cash in banks-checking and saving account 10,809,767 25,023,374 758,284<br />
Cash equivalents:<br />
Short-term commercial papers 789,900 695,256 21,068<br />
Total $11,602,305 $25,724,740 $779,537<br />
Cash and Cash equivalents was not pledged.<br />
(2) Short-term investments<br />
New Taiwan dollars US dollars (Note 2)<br />
March 31, 2003 March 31, 2004 March 31, 2004<br />
Market<br />
Market<br />
Market<br />
Date items Cost<br />
value<br />
Cost<br />
value<br />
Cost<br />
value<br />
March 31, Open-end mutual funds $1,509,828 $1,472,771 $1,551,205 $1,568,086 $47,006 $47,518<br />
2003 Publicly listed trading equity<br />
securities 180,661 160,853 253,858 254,309 7,693 7,706<br />
Total 1,690,489 $1,633,624 1,805,063 $1,822,395 54,699 $55,224<br />
Less: Allowance for decline in<br />
market value (56,865) - -<br />
Net $1,633,624 $1,805,063 $54,699<br />
a. The market value of publicly listed trading equity securities is determined by the average closing price<br />
during the last month of the fiscal year.<br />
b. The market value for open-end mutual funds is determined by their net value at balance sheet date.<br />
c. The total gain and loss of short-term investments included recovery or loss on decline in market price of<br />
short-term investments and gain or loss on disposal of short-term investments amounted to NT$72,356<br />
and NT$112,192 for the three month period in 2003 and 2004, respectively.<br />
14
(3) Receivable<br />
US dollars<br />
New Taiwan dollars<br />
(Note 2)<br />
March 31,<br />
2003 2004 2004<br />
Notes receivable $259,532 $38,644 $1,171<br />
Less: Allowance for doubtful accounts (2,600) (390) (12)<br />
Net $256,932 $38,254 $1,159<br />
Accounts receivable-trade $2,496,677 $10,782,402 $326,739<br />
Less: Allowance for doubtful accounts (182,948) (272,000) (8,242)<br />
Net $2,313,729 $10,510,402 $318,497<br />
US dollars<br />
New Taiwan dollars<br />
(Note 2)<br />
March 31,<br />
2003 2004 2004<br />
Due from affiliate-trade $4,234,307 $3,117,626 $94,474<br />
Less: Allowance for doubtful accounts (8,600) (29,000) (879)<br />
Net $4,225,707 $3,088,626 $93,595<br />
(4) Other financial assets<br />
US dollars<br />
New Taiwan dollars<br />
(Note 2)<br />
March 31,<br />
2003 2004 2004<br />
Credit linked notes-overseas convertible bonds $173,750 $- $-<br />
CPT’s investments in credit-linked notes (CLN) –overseas convertible bonds were purchased from Yuanta<br />
Asset Management Limited (Yuanta) of R.O.C. According to the contracts, CPT is entitled to interest<br />
income from Yuanta. Please see Note 10 for risk of CLN.<br />
15
(5) Inventories<br />
US dollars<br />
New Taiwan dollars<br />
(Note 2)<br />
March 31,<br />
2003 2004 2004<br />
Raw materials and supplies $1,680,379 $2,229,864 $67,571<br />
Work in process 1,882,648 1,207,634 36,595<br />
Finished goods 615,474 582,481 17,651<br />
Total 4,178,501 4,019,979 121,817<br />
Less: Allowance for the decline in market value of<br />
inventory (406,000) (37,000) (1,121)<br />
Net $3,772,501 $3,982,979 $120,696<br />
As of March 31, 2003 and 2004, insurance coverage for inventories was NT$3,222,687 and NT$4,443,152,<br />
respectively.<br />
(6) Long-term investments<br />
March 31, 2003<br />
Percentage of<br />
Investee<br />
New Taiwan<br />
dollars<br />
ownership or<br />
voting right<br />
Equity Method<br />
Nonpublic euqity securities:<br />
Chunghwa P.T. (Bermuda) Ltd. $26,590,020 100.00%<br />
Chunghwa P.T. (Labuan) Ltd. 1,174,942 100.00%<br />
Shang Chih Investment Co., Ltd. 31,157 25.00%<br />
Forward Electronics Co., Ltd. 397,930 24.22%<br />
Sub-total 28,194,049<br />
Cost Method-the lower of cost or market value<br />
Publicly listed trading equity securities:<br />
Tatung Co., Ltd. 1,531,059 1.87%<br />
Less : Allowance for loss on long-term investment (1,019,419)<br />
Net 511,640<br />
Prepayment investment-Grand Cathay Optronics Co., Ltd. 20,000<br />
Total $28,725,689<br />
16
March 31, 2004<br />
Percentage of<br />
Investee<br />
New Taiwan<br />
dollars<br />
US dollars<br />
(Note 2)<br />
Ownership or<br />
voting right<br />
Equity Method<br />
Nonpublic equity securities:<br />
Chunghwa P.T. (Bermuda) Ltd. $26,218,457 $794,499 100.00%<br />
Chunghwa P.T. (Labuan) Ltd. 981,706 29,749 41.03%<br />
Shang Chih Investment Co., Ltd. 35,050 1,062 25.00%<br />
Toppan Chunghwa Electronics Co., Ltd. 20,000 606 100.00%<br />
Grand Cathay Optronics Co., Ltd. 748,197 22,673 30.00%<br />
Sub-total 28,003,410 848,589<br />
Publicly listed trading equity securities:<br />
Forward Electronics Co., Ltd. 412,289 12,493 23.48%<br />
Sub-total 28,415,699 861,082<br />
Cost Method-the lower of cost or market value<br />
Tatung Co., Ltd. 1,531,059 46,396 1.87%<br />
Less : Allowance for loss on long-term<br />
investment (470,770) (14,266)<br />
Net 1,060,289 32,130<br />
Total $29,475,988 $893,212<br />
a. Details of changes in long-term investments<br />
Grand<br />
C.P.T.<br />
C.P.T.<br />
S.C.<br />
Cathay,<br />
Bermuda<br />
Labuan<br />
Investment<br />
Forward<br />
Ltd.<br />
Toppan<br />
Balance at January 1, 2003 $26,865,510 $1,089,422 $31,157 $397,930 $- $-<br />
Investment income recognized by equity<br />
method for the three month period ended<br />
March 31, 2003 18,668 86,425 - - - -<br />
Unrealized loss on long-term investments (272,346) - - - - -<br />
Cumulative translation adjustments (21,812) (905) - - - -<br />
Balance at March 31, 2003 $26,590,020 $1,174,942 $31,157 $397,930 $- $-<br />
17
Balance at January 1, 2004 $24,834,339 $929,686 $35,050 $412,289 $20,000 $802,197<br />
Investment income-recognized by equity<br />
method for the three month period ended<br />
March 31, 2004 922,552 102,048 - - - -<br />
Unrealized gain on long-term investments 1,206,572 - - - - -<br />
Cumulative translation adjustments (745,006) (50,028) - - - -<br />
Cash divided received from long-term<br />
investee accounted for under equity<br />
method - - - - - (54,000)<br />
Balance at March 31, 2004 $26,218,457 $981,706 $35,040 $412,289 $20,000 $748,197<br />
Investment costs $3,779,727 $211,536 $25,000 $382,500 $20,000 $576,960<br />
b. In the first three months of 2003, the Company invested in Grand Cathay Optronics Co., Ltd. The<br />
authorized capital and paid-in capital of Grand Cathay Optronics Co., Ltd. was 20,000, consisting of<br />
2,000,000 shares with a par value at NT$10 each.<br />
c. The board of directors of the Company resolved to purchase Toppan Chunghwa Electronics Co., Ltd. from<br />
Chunghwa Picture Tubes (Bermuda) Ltd. for organization restructure. Due to the transaction was<br />
organization restructure, the Company’s held cost were the same as carrying amount of CPTB.<br />
d. CPT established through intermediary investment companies incorporated in Bermuda, Labuan and other<br />
countries, several wholly-owned subsidiaries in PRC, They are CPTF Optronics Co., Ltd. (formerly<br />
known as Chunghwa P.T. (Fuzhou) Ltd.), Chunghwa P.T. (Wujiang) Ltd., Fujian Fujia Electronics Co.,<br />
Ltd. and Fujian JVC Electronics Co., Ltd. The aforementioned investments have been approved by the<br />
Foreign Investment of Affairs of Ministry of Economic (MOE), R.O.C.<br />
e. The income tax expense or benefit resulted from adjustments of long-term investment that are not<br />
included in the statements of operations of the period is reported directly in stockholders’ equity section as<br />
follows:<br />
The movements of unrealized loss on long-term investments are as follows:<br />
Overseas subsidiaries of the<br />
Company<br />
The Company<br />
New Taiwan Dollar<br />
Stock of<br />
Tatung Co.<br />
Stock of other<br />
listed company<br />
Stock of<br />
Tatung Co. Total<br />
Balance at January 1, 2003 $2,078,473 $1,221,346 $924,384 $4,224,203<br />
Increase for the three-month<br />
period ended March 31, 2003 101,463 170,883 95,035 367,381<br />
Less: related tax effect (544,984) (348,058) - (893,042)<br />
Net $1,634,952 $1,044,171 $1,019,419 $3,698,542<br />
18
Balance at January 1, 2004 $1,947,376 $1,180,833 $851,476 $3,979,685<br />
Recovery for the three-month<br />
period ended March 31, 2004 (684,551) (522,022) (380,706) (1,587,279)<br />
Less: related tax effect (315,706) (164,703) - (480,409)<br />
Net $947,119 $494,108 $470,770 $1,911,997<br />
US dollars (Note 2)<br />
Balance at January 1, 2004 $59,011 $35,783 $25,802 $120,596<br />
Recovery for the three-month (20,744) (15,819) (11,536) (48,099)<br />
period ended March 31, 2003<br />
Balance at March 31, 2004 38,267 19,964 14,266 72,497<br />
Less: related tax effect (9,567) (4,991) - (14,558)<br />
Net $28,700 $14,973 $14,266 $57,939<br />
The movements of cumulative translation adjustments are as follows:<br />
Overseas Subsidiaries of the<br />
Company<br />
The Company<br />
New Taiwan Dollar<br />
Chunghwa P.T. Chunghwa P.T.<br />
Forward<br />
Electronics Co.,<br />
(Bermuda) Ltd. (Labuan) Ltd. Ltd.<br />
Total<br />
Balance at January 1, 2003 $1,782,076 $176,031 $4,585 $1,962,692<br />
Decrease for the three-month<br />
period ended March 31, 2003 (21,812) (905) - (22,717)<br />
Less: related tax benefit (440,066) (43,781) - (483,847)<br />
Net $1,320,198 $131,345 $4,585 $1,456,128<br />
Balance at January 1, 2004 $1,279,793 $150,297 $3,487 $1,433,577<br />
Decrease for the three-month<br />
period ended March 31, 2004 (745,006) (50,028) - (795,034)<br />
Less: related tax effect (133,697) (25,067) - (158,764)<br />
Net $401,090 $75,202 $3,487 $479,779<br />
US dollars (Note 2)<br />
Balance at January 1, 2004 $38,782 $4,554 $106 $43,442<br />
Decrease for the three-month<br />
period ended March 31, 2004 (22,576) (1,516) - (24,092)<br />
Balance at December 31, 2004 16,206 3,038 106 19,350<br />
Less: related tax effect (4,051) (760) - (4,811)<br />
Net $12,155 $2,278 $106 $14,539<br />
19
(7) Property, Plant and Equipment<br />
a. According to the government's regulation on asset revaluation, the Company revalued its property, plant<br />
and equipment in 1978, 1979, and 1981. As a result NT$88,005 was added to total assets and<br />
NT$59,304 (net of reserve for increment tax on land revaluation of NT$28,701) was credited to capital<br />
reserve. As of March 31, 2004, the revalued assets amounted to NT$57,192.<br />
b. The insurance coverage on property, plant and equipment as of March 31, 2003 and 2004 was<br />
NT$59,171,930 and NT$48,459,467, respectively.<br />
(8) Deferred charges<br />
US dollars<br />
New Taiwan dollars<br />
(Note 2)<br />
March 31,<br />
2003 2004 2004<br />
Technical cooperation fees $149,009 $- $-<br />
Technical cooperation fees (TFT-LCD modules) 761,305 577,335 17,495<br />
Technical cooperation fees (Plasma display panels, or<br />
881,521 766,539 23,229<br />
PDP modules)<br />
Expense of bond issue 141,848 167,125 5,064<br />
Others 69,762 82,543 2,501<br />
Total $2,003,445 $1,593,542 $48,289<br />
(9) Other assets - other<br />
US dollars<br />
New Taiwan dollars<br />
(Note 2)<br />
March 31,<br />
2003 2004 2004<br />
Land<br />
Padeh, Taoyuan $247,992 $247,992 $7,515<br />
Yangmei, Taoyuan 36,292 36,292 1,099<br />
Assets held for disposal 1,348,211 48,173 1,460<br />
Less: allowance for loss on valuation (262,076) - -<br />
Total $1,370,419 $332,457 $10,074<br />
a. As of March 31, 2004, due to legal restriction, of ROC the Company had not been able to register as the<br />
legal owner of certain part (3.150323 hectares) of the farm lands as purchased by the Company.<br />
Accordingly, such lands were temporarily held in trust by third parties. However, in order to protect the<br />
Company’s interest, it has kept control of the sellers’ chop, land purchase agreement and the title deeds.<br />
20
. Since late 2000, in order to implement the overall production plan, the Company began to relocate some of<br />
its production equipments related CRT to CPTF Optronics Co., Ltd. or decided to sell them. Such<br />
equipments were recorded as other assets held for sale at the lower of net realizable value and carrying<br />
value on the book. As of March 31, 2004, all production equipments related CRT in Taiwan has already<br />
been relocated or disposal.<br />
(10) Short-term loans<br />
US dollars<br />
New Taiwan dollars<br />
(Note 2)<br />
March 31,<br />
Items 2003 2004 2004 Collateral<br />
Usance L/C loan $4,213,145 $1,133,913 $34,361 None<br />
Unsecured loan 973,508 - -<br />
$5,186,653 $1,133,913 $34,361<br />
Interest rates of short-term loans ranged from 0.43%-6.70% and 0.42%-1.58% for the three-month period<br />
ended March 31, 2003 and 2004, respectively.<br />
(11) Bonds payable<br />
US dollars<br />
New Taiwan dollars<br />
(Note 2)<br />
March 31,<br />
2003 2004 2004<br />
Zero Euro convertible bonds, issued in 2002 and due<br />
2007 $2,780,000 $- $-<br />
Add: Compensation interest payable 179,657 - -<br />
Subtotal 2,959,657 - -<br />
Euro convertible bonds, issued in 2002 and due 2007 at<br />
0.25% 4,995,313 1,570,987 47,606<br />
Add: Compensation interest payable 64,592 76,223 2,310<br />
Subtotal 5,059,905 1,647,210 49,916<br />
Credit Enhanced Zero Coupon Convertible Bonds,<br />
issued in 2004 and due 2005 - 6,141,003 186,091<br />
Add: Compensation interest payable - 206,106 6,245<br />
Subtotal - 6,347,109 192,336<br />
Unsecured ROC domestic bonds payable 2,500,000 - -<br />
Total 10,519,562 7,994,319 242,252<br />
Less: Current portion of bonds payable (2,500,000) - -<br />
Net $8,019,562 $7,994,319 $242,252<br />
21
The significant terms of the Euro Convertible Bonds are as follows:<br />
Issued in 2002 and due<br />
2007 at Zero<br />
Issued in 2002 and due 2007<br />
at 0.25%<br />
Issued in 2004 and due<br />
2005 at Zero<br />
Amount US$80,000 US$143,750 US$230,000<br />
Period<br />
5 years<br />
(2002.2.1 to 2007.2.1)<br />
5 years<br />
(2002.11.19 to 2007.11.19)<br />
22 months<br />
(2003.1.13 to 2005.11.13)<br />
Place of trading<br />
Europe, Asia and<br />
Europe, Asia and<br />
Europe, Asia and<br />
Luxembourg Stock<br />
Luxembourg Stock Exchange<br />
Luxembourg Stock<br />
Exchange<br />
Exchange<br />
Coupon rate - 0.25% -<br />
Conversion period<br />
Bondholders may convert<br />
Bondholders may convert the<br />
Bondholders may convert<br />
the bonds to the<br />
bonds to the Company’s<br />
the bonds to the<br />
Company’s common shares<br />
common shares 30 days after<br />
Company’s common<br />
30 days after the issuance<br />
the issuance or 30 days<br />
shares 30 days after the<br />
or 30 days before maturity<br />
before maturity of the bonds.<br />
issuance or 30 days before<br />
of the bonds.<br />
The number<br />
The number of common<br />
maturity of the bonds.<br />
of common shares (or the<br />
shares received is determined<br />
The number of common<br />
number of the certificates)<br />
by dividing the principle<br />
shares received is<br />
received is determined by<br />
amount over conversion<br />
determined by dividing<br />
dividing the principle<br />
price.<br />
No cash payment will<br />
the principle amount over<br />
amount over conversion<br />
be made for fractional share.<br />
conversion price. No cash<br />
price. No cash payment<br />
(The exchange rate is fixed at<br />
payment will be made for<br />
will be made for fractional<br />
$34.57 to US$1)<br />
fractional share. (The<br />
share. (The exchange rate is<br />
exchange rate is fixed at<br />
fixed at $35.076 to US$1)<br />
$33.83 to US$1)<br />
Conversion price and<br />
The conversion price is $45<br />
The conversion price is<br />
The conversion price is<br />
adjustment<br />
per share and will be<br />
$15.53 per share and will be<br />
$16.46 per share and will<br />
adjusted if number of the<br />
adjusted if number of the<br />
be adjusted if number of<br />
Company’s common stocks<br />
Company’s common stocks<br />
the Company’s common<br />
changes after the issuance<br />
changes after the issuance of<br />
stocks changes after the<br />
of the bonds.<br />
the bonds. As of March 31,<br />
issuance of the bonds.<br />
2004 the conversion price<br />
was adjusted to NT$15.36<br />
per share.<br />
22
Company’s redemption<br />
rights<br />
After 2 years of issuance<br />
of bonds, the Company<br />
may redeem the bonds<br />
at 100% of the unpaid<br />
principle amount<br />
outstanding if the<br />
closing price of the<br />
Company’s common<br />
stock on TSE equals to<br />
130% or above of the<br />
conversion price in<br />
effect on each trading<br />
day for a period of 20<br />
consecutive trading<br />
days, or the bonds not<br />
yet converted or bought<br />
back amounted to<br />
US$5,000 or below.<br />
After 2 years of issuance<br />
of bonds, the Company<br />
may redeem the bonds at<br />
100% of the unpaid<br />
principle amount<br />
outstanding if the closing<br />
price of the Company’s<br />
common stock on TSE<br />
equals to 125% or above<br />
of the conversion price in<br />
effect on each trading day<br />
for a period of 20<br />
consecutive trading days,<br />
or the bonds not yet<br />
converted or bought back<br />
amounted to US$5,000 or<br />
below.<br />
After 2 years of<br />
issuance of bonds, the<br />
Company may redeem<br />
the bonds at 100% of<br />
the unpaid principle<br />
amount outstanding if<br />
the closing price of the<br />
Company’s common<br />
stock on TSE equals to<br />
120% or above of the<br />
conversion price in<br />
effect on each trading<br />
day for a period of 20<br />
consecutive trading<br />
days, or the bonds not<br />
yet converted or<br />
bought back amounted<br />
to US$1,000 or below.<br />
The Company may<br />
redeem the bonds at<br />
100% of the unpaid<br />
principle amount<br />
outstanding if there is a<br />
change in legislation,<br />
resulting in an increase<br />
in tax liabilities of the<br />
Company.<br />
The Company may<br />
redeem the bonds at 100%<br />
of the unpaid principle<br />
amount outstanding if<br />
there is a change in<br />
legislation, resulting in an<br />
increase in tax liabilities<br />
of the Company.<br />
The Company may<br />
redeem the bonds at<br />
100% of the unpaid<br />
principle amount<br />
outstanding if there is<br />
a change in legislation,<br />
resulting in an increase<br />
in tax liabilities of the<br />
Company.<br />
Bondholders’ option<br />
rights<br />
After the issuance of 2<br />
years and 3 years, the<br />
bondholders have the<br />
right to require the<br />
Company to repurchase<br />
the bonds at a price<br />
equal to 109% and<br />
100%, respectively.<br />
After the issuance of 14<br />
months and 3 years, the<br />
bondholders have the<br />
right to require the<br />
Company to repurchase<br />
the bonds at a price equal<br />
to 103.84% and 110.19%,<br />
respectively.<br />
After the issuance of 1<br />
year, the bondholders<br />
have the right to<br />
require the Company<br />
to repurchase the<br />
bonds at a price equal<br />
to 100%.<br />
The bondholders may<br />
demand the Company to<br />
redeem the bonds if<br />
trading of the<br />
Company’s shares is<br />
restricted on the TSE.<br />
The bondholders may<br />
demand the Company to<br />
redeem the bonds if<br />
trading of the Company’s<br />
shares is restricted on the<br />
TSE.<br />
The bondholders may<br />
demand the Company<br />
to redeem the bonds if<br />
trading of the<br />
Company’s shares is<br />
restricted on the TSE.<br />
23
Converting status<br />
All bonds have been<br />
Bond amount to US $36,780<br />
Bond amount to US<br />
discharged or redeemed<br />
and US $59,500 was<br />
$44,460 was converted by<br />
bonds.<br />
converted by bondholders’<br />
bonds holders’ into<br />
into 84,661,771 and<br />
91,377,905 common<br />
133,913,671 preference<br />
shares for the three-month<br />
shares for the three month<br />
period ended March 31,<br />
period ended March 31, 2003<br />
2004.<br />
and 2004, respectively.<br />
To obtain funds for long-term working capital needs and to improve financial structures, the Company<br />
issued unsecured ROC domestic bonds of NT$5,000,000 with a term of five year in 1998. The bonds<br />
bear an annual coupon interest rate at 8.1% calculated semiannually. The interests are paid once a year.<br />
The principal of the bonds shall be repaid in two equal annual installments on December 16, 2002 and<br />
December 16, 2003, respectively. The outstanding amount of unsecured domestic bonds has been repaid<br />
as of March 31, 2004.<br />
(12) Long-term debt<br />
US dollars<br />
New Taiwan dollars<br />
(Note 2)<br />
March 31,<br />
2003 2004 2004<br />
Bank term loans-secured $19,845,384 $24,258,092 $735,094<br />
Less: current portion (3,917,333) (4,885,383) (148,042)<br />
Net $15,928,051 $19,372,709 $587,052<br />
Interest rates 1.9503%-2.5951% 1.7918%~2.5423%<br />
A. The long-term bank loans are to be repaid in NT$ or foreign currency quarterly, or semiannually, or upon<br />
maturity before February 2010. In accordance with the loan agreements, the Company is required to<br />
maintain certain financial ratio covenants.<br />
B. The long-term bank loans were guaranteed by the President of the Company. In addition, these loans are<br />
secured by the mortgage of the Company’s land, building, machinery and equipment.<br />
(13) Accrued pension liability and deferred pension cost<br />
A. The Company has a funded defined benefit pension plan covering all regular employees. Effective from<br />
October 1996, as required by the ROC Labor Standard Law, the Company makes monthly contributions to<br />
the pension fund at the rate of certain percentage of base salaries as approved by the ROC government.<br />
The pension fund is administered by the employee committee and deposited in the committee's name, with<br />
Central Trust of China, a ROC government entity.<br />
24
B. The Company based on annual actuarial report to provide for its pension liability. Regarding<br />
unrecognized transitional obligation, it has been amortized over 15 years using the straight-line method.<br />
C. The Company adopted the ROC SFAS No.18 "Accounting for Pensions". The details of net pension<br />
cost for the three-month period ended March 31, 2003 and 2004 were as follows:<br />
Three-month period ended March 31,<br />
New Taiwan dollars<br />
US dollars<br />
(Note 2)<br />
2003 2004 2004<br />
Balance $1,380,750 $1,632,538 $49,471<br />
Net pension cost 64,833 74,083 2,245<br />
Actual payment (195,330) (47,857) (1,450)<br />
Accrued pension liability 1,250,253 1,658,764 50,266<br />
Less: Current portion (50,226) (102,351) (3,102)<br />
Long-term portion-net of current portion $1,200,027 $1,556,413 $47,164<br />
The interim financial statements are not required to follow the principles outlined in the ROC SFAS<br />
No.18.<br />
(14) Deferred gain on transaction with equity investee<br />
A. As of March 31, 2003 and 2004 , the balances of deferred gain on transaction with equity investee were as<br />
follows:<br />
Transaction item<br />
New Taiwan Dollars Inventories Fixed assets Stock Total<br />
Balance at January 1, 2003 $573,533 $26,634 $942,055 $1,542,222<br />
Increase in unrealized gain 34,407 5,048 - 39,455<br />
Amortized and realized (96,937) (1,362) - (98,299)<br />
Balance at March 31, 2003 $511,003 $30,320 $942,055 $1,483,378<br />
Balance at January 1, 2004 $363,164 $42,622 $942,055 $1,347,841<br />
Increase in unrealized gain 17,234 - - 17,234<br />
Amortized and realized (72,533) (1,472) - (74,005)<br />
Balance at March 31, 2004 $307,865 $41,150 $942,055 $1,291,070<br />
US Dollars (Note 2) $9,329 $1,247 $28,547 $39,123<br />
25
B. The Company sold its short-term investments through stock exchange to its subsidiaries with a gain of<br />
NT$942,055. The unrealized gain resulted from such transaction was deferred .<br />
(15) Capital<br />
a. The authorized capital of the Company on January 1, 2003 was NT$64,100,000 with the number of shares<br />
at 6,410,000 thousand shares and par value at NT$10 each, respectively. Six billion shares out of the total<br />
authorized capital were reserved for further issuance upon conversion of employee stock options.<br />
b. On June 6, 2003, the stockholders of CPT resolved that additional paid-in capital of NT$639,128, together<br />
with legal reserve of NT$942,597 and special reserve of NT$1,981,158, were used to offset accumulated<br />
deficits. In addition, CPT resolved to increase the authorized capital to NT$85,000,000, divided into<br />
8,500,000,000 shares at par value of NT$10. Six hundred million shares out of the above total<br />
authorized capital were reserved for further issuance upon exercise of employee stock options.<br />
On October 2, 2003, 500 million shares were issued in ROC at a premium price of NT$15.3 per share.<br />
Another 200 million shares were issued for GDS offering purposes. These 200 million shares together<br />
with the 300 million existing shares held by CPT’s major stockholder, Tatung Co., Ltd., were utilized for<br />
20,000 thousand units of GDS (each unit representing 25 common shares) listed on the Luxembourg stock<br />
Exchange. Such increase of capital has been approved by the Government of ROC.<br />
On December 15, 2003, the Board of Directors resolved to increase the capital by 700 million shares by a<br />
domestic offering at a premium price of NT$20.6 per share. The effective date of the issuance will be<br />
May 6, 2004.<br />
c. According to the terms of the Indenture governing the Company’s 0.25% convertible bonds due 2007, and<br />
Credit Enhanced Convertible Bonds due 2005 at Zero, the shares issued for the conversion of these bonds<br />
on March 31, 2004 amounted to 218,575,442 and 91,377,905 shares, respectively. After the conversion,<br />
the total issued capital increased to $61,161,545.<br />
d. On May 14, 2002, the Company was authorized by the relevant government authorities of ROC to issue<br />
employee stock option plan (the “2002 plan”). The maximum number of options to be granted under the<br />
plan was 400,000,000 units, with each unit representing one common share of stock. Settlement upon<br />
the exercise of the stock options will be made through the issuance of new shares by the Company . The<br />
grant period for options is five years and an optionee may exercise their options in accordance with<br />
certain schedules as prescribed by the plan starting from two years after the grant.<br />
26
Detailed information relevant to the 2002 plan is disclosed as follows:<br />
Total number of<br />
options granted<br />
Exercise price<br />
Date of grant (in thousands) (NT dollars)<br />
September 5, 2002 100,308 $13.35<br />
January 2, 2003 165,710 $11.90<br />
(16) Capital Reserve<br />
Capital reserve, including additional paid-in capital, donation receipt and other miscellaneous items resulted<br />
from applying generally accepted accounting principles in ROC, can be used to offset a deficit except for the<br />
capital reserve arising from the application of the equity method of accounting on long-term investments.<br />
Distribution of cash dividends using capital reserve is not allowed.<br />
(17) Legal Reserve<br />
The Company Law in the Republic of China stipulates that companies must retain at least 10% of their annual<br />
earnings, as defined in the Law, until such retention equals the amount of paid-in capital. This retention is<br />
accounted as a legal reserve upon approval at the shareholders’ meeting.<br />
Once the legal reserve equals one-half of the paid-in capital, 50% of the reserve may be transferred to common<br />
stock. The legal reserve cannot be distributed as cash dividends to shareholders; however, it can be used at<br />
any time to replenish deficit.<br />
(18) Special Reserve<br />
In accordance with certain regulations of the ROC government, a special reserve must be provided for<br />
unrealized losses on long-term investments, excess of additional pension liability over unrecognized prior<br />
service cost, and foreign cumulative translation adjustment that are accounted for as deductions to<br />
stockholders’ equity. The reserve amount must be within certain regulated limit. Once the aforementioned<br />
deductions to stockholders’ equity are reversed, the related reserve can be reversed to distributable earnings.<br />
(19) Distributions of earnings<br />
Pursuant to the Company’s Articles of Incorporation, current year’s earnings before tax, if any, shall be<br />
distributed in the following order:<br />
(a) payment of all taxes;<br />
27
(b) offset prior years’ operation losses;<br />
(c) set aside 10% of the remaining amount after deducting (a) and (b) as legal reserve;<br />
(d) set aside special reserve in accordance with regulation prescribed by the ROC government or reverse<br />
special reserve previously provided; and<br />
(e) after deduction items (a), (b), (c) and (d) from current year’s earnings, any portion of the remaining<br />
amount is allocated as follows: 5%-7% as employees’ bonus, and 93%-95% as distributable earnings.<br />
The information regarding 2003 the proposal of earnings distribution (or makeup accumulated deficits)<br />
and resolution of stockholders’ meeting will be posted on the website of “Market observation post<br />
system” (mops. tse.com.tw) of TSE.<br />
(20) Treasury stock<br />
a. The Company purchased its own shares from open market. The purpose and ending balance of treasury<br />
stocks were as follows:<br />
Unit: thousand shares<br />
Number of Shares Bought Back<br />
Purpose Beginning Addition Disposal Ending<br />
Three-month period ended March 31, 2003<br />
Future issuance to employees as bonuses 53,412 16,000 - 69,412<br />
Three-month period ended March 31, 2004<br />
Future issuance to employees as bonuses 53,412 - - 53,412<br />
b. Pursuant to the resolution of the Board of Directors’ meeting of Company held in 2000 and 2002,<br />
respectively, total treasury stocks purchased by the Company as of March 31, 2004 were 104,463<br />
thousand shares (amount $2,197,987). Out of such treasury stocks, 51,051 thousand shares (amount<br />
$1,158,244) were transferred to employees and the remaining 53,412 thousand shares (amount $1,039,743)<br />
have not yet been transferred.<br />
c. According to Stock Exchange Regulations in the ROC, the Company is prohibited from pledging its<br />
treasury stock. The treasury stock does not possess voting rights or rights to receive dividends for<br />
holding such treasury stock. The treasury stock should be transferred to employees with in three years<br />
after the purchase. If treasury stock is not transferred after three years, it will be treated as not issued<br />
and the Company is required to notify the Government of ROC to change the capital status.<br />
28
(21) Operating revenue<br />
Three-month period ended March 31,<br />
New Taiwan dollars US dollars (Note 2)<br />
2003 2004 2004<br />
CPT & CDT $986,525 $356,821 $10,813<br />
TFT LCD 5,884,127 21,405,504 648,651<br />
STN LCD 92,628 178,491 5,409<br />
Others 493,253 426,121 12,913<br />
Net Total $7,456,533 $22,366,937 $677,786<br />
(22) Personnel, depreciation and amortization expenses<br />
The Company’s personnel, depreciation and amortization expenses are summarized as follows:<br />
Three-month period ended March 31,<br />
2003 2004<br />
Operating<br />
cost<br />
Operating<br />
expense Total<br />
Operating<br />
cost<br />
Operating<br />
expense Total<br />
Personnel expenses<br />
Salaries 594,485 173,867 768,352 877,645 164,289 1,041,934<br />
Staff health insurance 40,296 9,932 50,228 49,139 10,116 59,255<br />
Pension 50,225 14,478 64,703 61,090 11,392 72,482<br />
Depreciation 1,575,303 44,378 1,619,681 2,341,420 45,711 2,387,131<br />
Amortization 279 170,169 170,448 1,001 194,169 195,170<br />
(23) Income tax<br />
a. The ROC income tax authorities have assessed the income tax returns of the Company through 1999.<br />
b. There is no taxation charge on the profit on the Company due to the following:<br />
<br />
The Company is entitled to an income tax exemption for a period of five consecutive years for the<br />
income generated by sales of its TFT-LCD and 17 inches color display tubes. Following are details<br />
of the Company’s effective tax exemption periods:<br />
Tax exemption products<br />
TFT-LCD and 17 inches color display tubes<br />
Tax exemption period<br />
2000~2004<br />
TFT-LCD<br />
2002~2006<br />
29
In September 2003, the Company obtained the approval letter for claiming tax exemption in respect<br />
of setting its headquarter in Taiwan.<br />
c. The provision for income tax expenses consisted of:<br />
Three-month period ended March 31,<br />
US dollars<br />
New Taiwan dollars<br />
(Note 2)<br />
2003 2004 2004<br />
Income tax-current $- $- $-<br />
Income tax-deferred 36,265 (400,463) (12,135)<br />
Unrealized losses on long-term<br />
investments of foreign investee<br />
companies (68,086) 301,643 9,141<br />
Cumulative translation adjustment (5,679) (198,759) (6,023)<br />
Income tax expenses $(37,500) $(297,579) $(9,017)<br />
d. Significant components of the Company’s net deferred tax assets and liabilities on March 31, 2003 and<br />
2004 were as follows:<br />
US dollars<br />
New Taiwan dollars (Note 2)<br />
March 31,<br />
Components of deferred tax assets and liabilities 2003 2004 2004<br />
Deferred tax assets:<br />
Allowance for bad debts $31,061 $28,508 $864<br />
Employees’ welfare fund 4,090 1,401 42<br />
Pension expense 207,285 248,289 7,524<br />
Unrealized loss on decline of inventory value 101,500 9,250 280<br />
Unrealized intercomany losses 135,331 87,254 2,644<br />
Unrealized loss on Long-term investments 893,041 480,409 14,558<br />
Investment tax credit deferred to future years 4,686,740 5,303,683 160,718<br />
Unrealized loss on foreign exchange-net 5,755 22,892 694<br />
Operating loss carryforwards 1,918,989 1,602,545 48,562<br />
Others 76,659 9,202 279<br />
Compensation interest payable 41,512 20,047 607<br />
Total deferred tax assets $8,101,963 $7,813,480 $236,772<br />
30
Deferred tax liabilities:<br />
Investment income (3,959,686) (2,502,445) (75,832)<br />
Translation adjustment from long-term investments<br />
of overseas investee (483,847) (158,764) (4,811)<br />
Total deferred tax liabilities $(4,443,533) $(2,661,209) $(80,643)<br />
f. Deferred tax assets-current $1,390,916 $286,112 $8,670<br />
Valuation allowance-current (1,079,242) (286,112) (8,670)<br />
Net deferred tax assets-current $311,674 $- $-<br />
g. Deferred tax assets-<strong>non</strong>-current $6,711,047 $7,527,368 $228,102<br />
Valuation allowance-<strong>non</strong>-current (3,903,571) (5,893,832) (178,601)<br />
Net deferred tax assets-<strong>non</strong>-current 2,807,476 1,633,536 49,501<br />
Deferred tax liabilities-<strong>non</strong>-current (4,443,533) (2,661,209) (80,643)<br />
Net deferred tax liabilities-<strong>non</strong>-current $(1,636,057) $(1,027,673) $(31,142)<br />
h. As of March 31, 2004, the amount of unused investment tax credit arising from purchase of machinery for<br />
the automation of production and pollution control, expenditure for research development and training<br />
personnel and estimated tax losses can be carried forward in the future are summarized as follows:<br />
Investment tax credits item<br />
Investment tax<br />
credits<br />
unused investment tax<br />
credits<br />
Expiration Year<br />
Investment tax credits in production<br />
equipment $1,496,593 $1,496,593 2007<br />
198,558 198,558 2006<br />
2,121,532 2,121,532 2005<br />
$3,816,683 $3,816,683<br />
Investment tax credits in research and<br />
development expenditure, employee<br />
training expenditure $74,107 $74,107 2008<br />
361,834 361,834 2007<br />
508,712 508,712 2006<br />
317,989 317,989 2005<br />
323,565 224,358 2004<br />
$1,586,207 $1,487,000<br />
Tax loss carryforward $192,798 $192,798 2008<br />
94,509 94,509 2007<br />
1,315,238 1,315,238 2006<br />
$1,602,545 $1,602,545<br />
31
i. The integrated income tax information were as follows:<br />
US dollars<br />
New Taiwan dollars (Note 2)<br />
March 31,<br />
2003 2004 2004<br />
Imputation credit account (ICA) $83,673 $61,639 1,868<br />
Unappropriated retained eamings (accumulated<br />
deficits) $(4,688,976) $6,105,574 $185,017<br />
The actual or expected creditable ratio for earnings distribution to ROC resident stockholders in 2003 and<br />
2004 are 0% and 6.03%, respectively.<br />
(24) Earnings (Losses) per share<br />
The following table sets forth the computation of the Company’s basic and diluted earnings per share:<br />
Three-month period ended March 31,<br />
US dollars<br />
2003 2004<br />
(Note 2)<br />
Numerator:<br />
Net income(loss) $(1,126,094) $5,165,616 $156,534<br />
Numerator for basic and diluted earnings (losses) per<br />
share-income available to ordinary stockholders $(1,126,094) $5,168,577 $156,624<br />
Denominator:<br />
Denominator for basic earnings (losses) per share-weighted<br />
average shares (in thousands) 5,122,201 5,912,548<br />
Effect on dilutive securities (in thousands) - 754,194<br />
Denominator for diluted earnings losses per share-adjusted<br />
weighted average shares and assumed conversions (in<br />
thousands) 5,122,201 6,666,742<br />
Basic earnings (losses) per share $(0.22) $0.87 $0.03<br />
Diluted earnings (losses) per share $(0.22) $0.78 $0.02<br />
Since the Company recorded a loss from continuing operations for the three month period ended March 31,<br />
2003 the diluted loss per share is the same as basic, as any potentially dilutive securities would be antidilutive<br />
to continuing operations.<br />
32
(25) Technical cooperation agreement<br />
The term of<br />
the contract<br />
TFT-LCD<br />
Advanced Display Inc. April 1997<br />
|<br />
July 2006<br />
Content<br />
1. The Company is required to pay fees for using the<br />
technologies by installment.<br />
2. The Company is required to pay royalty fees based<br />
on certain percentage of net sales of the related<br />
products for continuing use of exclusive technology.<br />
3. ADI has the right to purchase not more than 15% of<br />
the total products from the Company at 90% of<br />
average selling price. The Company bears the<br />
shipping costs of the products to locations<br />
designated by ADI.<br />
Sharp Corporation January 2002<br />
|<br />
December 2006<br />
1. The Company is required to pay fees for using the<br />
technologies by one time.<br />
2. The Company is required to pay royalty fees based<br />
on certain percentage of net sales of the related<br />
products for continuing use of exclusive technology.<br />
Semiconductor Energy<br />
Laboratory Co., Ltd.<br />
January 2004<br />
|<br />
December 2008<br />
1. The Company is required to pay fees for using the<br />
technologies by installment.<br />
2. The Company is required to pay royalty fees based<br />
on certain percentage of net sales of the related<br />
products for continuing use of exclusive technology.<br />
Hitachi January 2003<br />
|<br />
December 2010<br />
1. The Company is required to pay fees for using the<br />
technologies by installment.<br />
2. The Company is required to pay royalty fees based<br />
on certain percentage of net sales of the related<br />
products for continuing use of exclusive technology.<br />
PDP<br />
Mitsubishi Electric Corporation October 1999<br />
|<br />
September 2006<br />
1. The Company is required to pay fees for using the<br />
technologies by installment.<br />
2. The Company is required to pay royalty fees based<br />
on certain percentage of net sales of the related<br />
products for continuing use of exclusive technology.<br />
33
The Company along with five other companies of the same industry have signed an Agreement for Joint<br />
Ownership of Patent Right with Industrial Technology Research Institute (ITRI). According to the<br />
Agreement, ITRI agrees to share the ownership of TFT-LCD and related patent with contracting parties for<br />
seven years. ITRI will become the sole owner of the TFT-LCD patent right upon expiry of the agreement.<br />
The cost of the patent is amortized over the term of the patent agreement.<br />
The Company, Mitsubishi Electric Corporation and Advanced Display Inc. (a subsidiary of Mitsubishi Electric<br />
Corporation) have signed an Agreement for Joint Ownership of TFT-LCD’s Patent right and using<br />
technologies. The Company is obtained the patent after pay fees for using the technologies.<br />
The Company, Mitsubishi Electric Corporation and Advanced Display Inc. provided that these parties shall<br />
have no right to grant a license under any patent right to any third party without the prior written consent of<br />
the other joint owner of patent right.<br />
5. RELATED PARTY TRANSACTIONS<br />
(1) Related parties and relationship:<br />
Related parties<br />
Tatung Co., Ltd.<br />
Forward Electronic Co., Ltd.<br />
Toppan Chunghwa Electronics Co., Ltd.<br />
Tatung Chugai Precious Metals Co., Ltd.<br />
Tatung Atherton Co.<br />
Taiwan Telecommunication Industry Co., Ltd.<br />
Tatung-FDK Co., Ltd.<br />
Tatung Fine Chemical Co., Ltd. (formerly known as<br />
Tatung Coatings Co., Ltd.)<br />
Shang Chih International Express Co., Ltd. (formerly<br />
knows as Shang Chih Container Terminal Co., Ltd.)<br />
Tatung OTIS Elevator Co., Ltd.<br />
Tatung-Fanuc Robotics Company<br />
Tatung Co. of Japan, Inc.<br />
Tatung (U.K.) Ltd.<br />
Tatung (Thailand) Co., Ltd.<br />
Tatung Co. of America, Inc.<br />
Tatung Consumer Products (Taiwan) Co., Ltd.<br />
Kuender Company Co., Ltd.<br />
Tatung Okuma Co., Ltd.<br />
Tatung Electronics (Singapore) Pte Ltd.<br />
Tatung System Technology Inc.<br />
Chunghwa P.T. (Bermuda) Ltd.<br />
Relationship<br />
The Company's major stockholder and represented on the<br />
Company’s board of Directors<br />
An investee accounted for using equity method<br />
An investee accounted for using equity method<br />
Subsidiary of Tatung Co., Ltd.<br />
Subsidiary of Tatung Co., Ltd.<br />
Subsidiary of Tatung Co., Ltd.<br />
Subsidiary of Tatung Co., Ltd.<br />
Subsidiary of Tatung Co., Ltd.<br />
Subsidiary of Tatung Co., Ltd.<br />
Subsidiary of Tatung Co., Ltd.<br />
Subsidiary of Tatung Co., Ltd.<br />
Subsidiary of Tatung Co., Ltd.<br />
Subsidiary of Tatung Co., Ltd.<br />
Subsidiary of Tatung Co., Ltd.<br />
Subsidiary of Tatung Co., Ltd.<br />
Subsidiary of Tatung Co., Ltd.<br />
Subsidiary of Tatung Co., Ltd.<br />
Subsidiary of Tatung Co., Ltd.<br />
Subsidiary of Tatung Co., Ltd.<br />
Subsidiary of Tatung Co., Ltd.<br />
A wholly owned subsidiary of the Company<br />
34
CPTF Optronics Co., Ltd.<br />
Chunghwa P.T. (Wujiang) Ltd.<br />
Chunghwa P.T. (Malaysia) Sdn. Bhd.<br />
Chunghwa P.T. (U.K.) Ltd.<br />
Chunghwa P.T. (Kampar) Sdn. Bhd.<br />
Chunghwa P.T. (Labuan) Ltd.<br />
Dalemont Investment Ltd.<br />
Daliant Investment Ltd.<br />
Bangalor Investment Ltd.<br />
Bensaline Investment Ltd.<br />
Makolin Electronics (M) Sdn. Bhd.<br />
Fujian Fujia Electronics Co., Ltd.<br />
Tokyo Toshiba Corporation<br />
Tatung University<br />
Tatung Information Technology (Jiang Su) Co., Ltd.<br />
Tatung Telecom Corporation<br />
TISNet Technology Inc.<br />
Lin, Chieng-Hon<br />
A subsidiary of the Company’s subsidiary<br />
A subsidiary of the Company’s subsidiary<br />
A subsidiary of the Company’s subsidiary<br />
A subsidiary of the Company’s subsidiary<br />
A subsidiary of the Company’s subsidiary<br />
A subsidiary of the Company’s subsidiary<br />
A subsidiary of the Company’s subsidiary<br />
A subsidiary of the Company’s subsidiary<br />
A subsidiary of the Company’s subsidiary<br />
A subsidiary of the Company’s subsidiary<br />
The Company's affiliated companies<br />
The Company’s affiliated company accounted for using<br />
equity method<br />
The stockholder of Tatung Co., Ltd.<br />
The stockholder of Tatung Co., Ltd.<br />
Investee of Tatung Co., Ltd.<br />
Investee of Tatung Co., Ltd.<br />
Investee of Tatung Co., Ltd.<br />
The Chairman of board of directors and President of the<br />
Company (Position held since April 8, 2003)<br />
(2) Significant transactions with related parties:<br />
a. Operating Revenue<br />
US dollars<br />
New Taiwan dollars<br />
(Note 2)<br />
Three-month period ended March 31,<br />
2002 2003<br />
Percentage<br />
Percentage<br />
Name of Related Parties Amount of account Amount of account Amount<br />
Tatung Co., Ltd. $205,845 2.76 $18,239 0.08 $553<br />
Tatung (Thailand) Co., Ltd. 93,994 1.26 36,716 0.17 1,113<br />
Tatung Information Technology<br />
(Jiang Su) Co., Ltd. - - 3,004,550 13.43 91,047<br />
Chunghwa P.T. (Labuan) Ltd. 3,728,818 50.01 822,476 3.68 24,923<br />
Chunghwa P.T. (Kampar) Sdn. Bhd. 90,672 1.22 90,250 0.40 2,735<br />
Others 65,827 0.88 20,328 0.09 616<br />
Total $4,185,156 56.13 $3,992,559 17.85 $120,987<br />
There are no significant differences between prices sold to related parties and prices sold to ordinary<br />
customers. The comparison of collection terms between related parties and ordinary customers are<br />
summarized as follows:<br />
35
Three-month period ended March 31,<br />
2003 2004<br />
Region Related parties Ordinary customers Related parties Ordinary customers<br />
Overseas<br />
Cash payment with<br />
Cash payment with<br />
Cash payment with<br />
Cash payment with<br />
60~120 days<br />
30~60 days<br />
60~120 days<br />
30~60 days<br />
D/A with 75 days<br />
D/A with 75 days<br />
L/C with 30~45 days L/C with 30~45 days<br />
ROC<br />
Cash payment with<br />
Cash payment with<br />
Cash payment with<br />
Cash payment with<br />
Domestic<br />
30~60 days<br />
30~60 days<br />
30~60 days<br />
30~60 days<br />
b. Purchases<br />
US dollars<br />
New Taiwan dollars<br />
(Note 2)<br />
Three-month period ended March 31,<br />
2003 2004<br />
Percentage<br />
Percentage<br />
Name of Related Parties Amount of account Amount of account Amount<br />
Chunghwa P.T. (Labuan) Ltd. $687 0.02 $5,210,356 43.97 $157,890<br />
Forward Electronics Co., Ltd. 69,411 1.78 16,709 0.14 506<br />
Others 8,004 0.20 2,884 0.03 87<br />
Total $78,102 2.00 $5,229,949 44.14 $158,483<br />
There are no significant differences between prices of inventory purchased from related parties and prices<br />
of inventory purchased from ordinary suppliers. The comparison of terms of payment between related<br />
parties and ordinary suppliers are summarized as follows:<br />
2003 2004<br />
Region Related parties Ordinary suppliers Related parties Ordinary suppliers<br />
Overseas T/T 30~180 days L/C, T/T 30~180 days T/T 30~180 days L/C, T/T 30~180 days<br />
ROC Domestic 30~60 days after QC 30~120 days after QC 30~60 days after QC 30~180 days after QC<br />
The operating revenues and purchases referred to above did not include the components sold to<br />
Chunghwa P.T. (Labuan) Ltd. for further process and then purchased back by the company. The<br />
resulting decreases of operating revenue and cost of purchase amounted to Nil and NT$13,145,277 for the<br />
three-month period ended March 31, 2003 and 2004, respectively.<br />
36
c. Fixed asset addition<br />
US dollars<br />
New Taiwan dollars<br />
(Note 2)<br />
Three-month period ended March 31,<br />
2003 2004<br />
Percentage<br />
Percentage<br />
Name of Related Parties Amount of account Amount of account Amount<br />
Tatung Co., Ltd. $256,884 2.21 $118,870 3.61 $3,602<br />
Others 34,463 0.30 6,223 0.19 188<br />
Total $291,347 2.51 $125,093 3.80 $3,790<br />
d. Fixed asset disposal<br />
The amounts of assets disposed asset to related parties are summarized as follows:<br />
Three-month period ended March 31, 2003<br />
Deferred gain on<br />
sale of fixed assets<br />
Name of Related Parties Selling price Book value with equity investee<br />
Chunghwa P.T. (Labuan) Ltd. $611,347 $606,299 $5,048<br />
Chunghwa P.T. (Malaysia) Sdn. Bhd. 2,883 2,883 -<br />
Total (NT$) $614,230 $609,182 $5,048<br />
Three-month period ended March 31, 2004<br />
Gain on sale of<br />
Name of Related Parties Selling price Book value fixed assets<br />
Chunghwa P.T. (Malaysia) Sdn. Bhd. $913 $913 $-<br />
Tatung Co., Ltd. $790 $790 $-<br />
e. Expenditures<br />
US dollars<br />
New Taiwan dollars<br />
(Note 2)<br />
Three-month period ended March 31,<br />
2002 2003<br />
Percentage<br />
Percentage<br />
Name of Related Parties<br />
Amount of account Amount of account Amount<br />
Tatung Co. of Japan, Inc. $5,230 0.15 $2,338 0.04 $71<br />
Tatung Co. Ltd. 1,615 0.05 8,472 0.16 257<br />
Toppan Chunghwa Electronics Co., Ltd. 2,805 0.08 4,125 0.08 125<br />
Tatung System Technology Inc. 1,489 0.04 3,732 0.07 113<br />
Chunghwa P.T. (Labuan) Ltd. - - 3,004 0.06 91<br />
Others 1,861 0.05 1,213 0.02 37<br />
Total $13,000 0.37 $22,884 0.43 $694<br />
37
(1) The above expenditure incurred in connection with the purchases of materials, products or services<br />
from related parties.<br />
(2) The Company purchased certain raw material and components from Japan through the Company’s<br />
subsidiary, Tatung Co. of Japan, Inc. which charges the Company commission on such services.<br />
The total raw material purchased from this subsidiary amounted to NT$1,743,475 and NT$832,419<br />
for three-month period ended March 31, 2003 and March 31, 2004, respectively. The commission<br />
charged, included in the aforementioned purchase amount, amounted to NT$5,230 and NT$2,338 for<br />
the corresponding periods accordingly.<br />
f. Non-operating income-others<br />
US dollars<br />
New Taiwan dollars<br />
(Note 2)<br />
Three-month period ended March 31,<br />
2003 2004<br />
Percentage<br />
Percentage<br />
Name of Related Parties Amount of account Amount of account Amount<br />
Chunghwa P.T. (Malaysia) Sdn. Bhd. $105 0.13 $251 0.45 $8<br />
Chunghwa P.T. (Kampar) Sdn. Bhd. 412 0.51 435 0.78 13<br />
Chunghwa P.T. (Labuan) Ltd. 1,098 1.36 289 0.51 9<br />
Tatung System Technology Inc. 38 0.05 - - -<br />
Tatung Co., Ltd. 501 0.62 98 0.17 3<br />
Total $2,154 2.67 $1,073 1.91 $33<br />
g. Accounts Receivable-Trade<br />
US dollars<br />
New Taiwan dollars<br />
(Note 2)<br />
March 31,<br />
2003 2004<br />
Percentage<br />
Percentage<br />
Name of Related Parties Amount of account Amount of account Amount<br />
Tatung Co., Ltd. $113,321 2.67 $10,825 0.35 $328<br />
Tatung (Thailand) Co., Ltd. 125,262 2.96 36,471 1.17 1,105<br />
Tatung Information Technology<br />
(Jiang Su) Co., Ltd. - - 2,803,868 89.94 84,966<br />
Chunghwa P.T. (Labuan) Ltd. 3,878,864 91.61 218,257 7.00 6,614<br />
Chunghwa P.T. (U.K.) Ltd. 68,281 1.61 - - -<br />
Others 48,579 1.15 48,205 1.54 1,461<br />
Total 4,234,307 100.00 3,117,626 100.00 94,474<br />
Less:Allowance for doubtful accounts (8,600) (0.20) (29,000) (0.93) (879)<br />
Net $4,225,707 99.80 $3,088,626 99.07 $93,595<br />
38
h. Due from affiliates – others<br />
US dollars<br />
New Taiwan dollars<br />
(Note 2)<br />
March 31,<br />
2003 2004<br />
Percentage<br />
Percentage<br />
Name of Related Parties Amount of account Amount of account Amount<br />
Chunghwa P.T. (Bermuda) Ltd. $12,459 66.15 $6,614 54.77 $200<br />
Toppan Chunghwa Electronics Co.,<br />
Ltd. 5,167 27.43 3,957 32.76 120<br />
Chunghwa P.T. (Labuan) Ltd. 1,203 6.39 1,203 9.96 37<br />
Others 6 0.03 303 2.51 9<br />
Total $18,835 100.00 $12,077 100.00 $366<br />
i. Accounts payable-Trade<br />
US dollars<br />
New Taiwan dollars<br />
(Note 2)<br />
March 31,<br />
2003 2004<br />
Percentage<br />
Percentage<br />
Name of Related Parties Amount of account Amount of account Amount<br />
Forward Electronics Co., Ltd. $28,169 1.14 $9,042 0.23 $274<br />
Tatung Co. of Japan, Inc. 2,401,529 97.42 1,262,384 31.72 38,254<br />
Chunghwa P.T. (Labuan) Ltd. - - 2,658,134 66.80 80,550<br />
Others 35,371 1.44 49,875 1.25 1,511<br />
Total $2,465,069 100.00 $3,979,435 100.00 $120,589<br />
j. Due to affiliates-others<br />
US dollars<br />
New Taiwan dollars<br />
(Note 2)<br />
March 31,<br />
2003 2004<br />
Percentage<br />
Percentage<br />
Name of Related Parties Amount of account Amount of account Amount<br />
Chunghwa P.T. (Labuan) Ltd. $- - $2,986 1.20 $91<br />
Tatung Co., Ltd. - - 31,949 12.81 968<br />
Tatung Co. of Japan, Inc. 1,554,146 98.82 209,369 83.94 6,345<br />
Tatung Telecom Corporation 1,418 0.09 2,546 1.02 77<br />
Others 17,232 1.09 2,587 1.03 78<br />
Total $1,572,796 100.00 $249,437 100.00 $7,559<br />
39
k. Other current liabilities<br />
US dollars<br />
New Taiwan dollars<br />
(Note 2)<br />
March 31,<br />
2003 2004<br />
Percentage<br />
Percentage<br />
Name of Related Parties Amount of account Amount of account Amount<br />
Chunghwa P.T. (Labuan) Ltd. $3,733 4.67 $3,164 5.00 $96<br />
Chunghwa P.T. (Malaysia) Sdn. Bhd. 74,979 93.73 58,281 92.11 1,766<br />
Others 1,283 1.60 1,827 2.89 55<br />
Total $79,995 100.00 $63,272 100.00 $1,917<br />
l. Deferred gain on transaction with equity investee<br />
US dollars<br />
New Taiwan dollars<br />
(Note 2)<br />
March 31,<br />
2003 2004<br />
Percentage<br />
Percentage<br />
Name of Related Parties Amount of account Amount of account Amount<br />
Chunghwa P.T. (U.K.) Ltd. $112,913 7.61 $- - $-<br />
Chunghwa P.T. (Malaysia) Sdn. Bhd. 171,953 11.59 143,739 11.13 4,356<br />
Chunghwa P.T. (Labuan) Ltd. 256,457 17.29 196,351 15.21 5,950<br />
Chunghwa P.T. (Bermuda) and<br />
Dalemont Investment Sdn. Bhd. 942,055 63.51 942,055 72.97 28,547<br />
Chunghwa P.T. (Kampar) Sdn. Bhd. - - 8,925 0.69 270<br />
Total $1,483,378 100.00 $1,291,070 100.00 $39,123<br />
m. Guarantee<br />
The amount of the Company provided guarantee to its subsidiaries for the loans at March 31, 2004 were<br />
as follows:<br />
Name of Related Parties Amount Purpose<br />
Chunghwa P.T. (Bermuda) Ltd. USD 70,000 thousands Working Capital<br />
Chunghwa P.T. (U.K.) Ltd. USD 5,000 thousands 〃<br />
Chunghwa P.T. (U.K.) Ltd. GBP 800 thousands 〃<br />
CPTF Optronics Co., Ltd. USD 13,000 thousands 〃<br />
Chunghwa P.T. (Labuan) Ltd. USD 60,000 thousands 〃<br />
Toppan Chunghwa Electronics Co., Ltd. NTD 330,000 thousands 〃<br />
n. The loans were jointly secured by the President of the Company. Please see Notes 4.(9) and (11).<br />
40
o. The Company leased portions its plants to Toppan Chunghwa Electronics Co., Ltd. with generated rental<br />
revenue NT$3,559 and NT$3,639 for the three-month ended March 31, 2003 and 2004, respectively. The<br />
related receivables (recorded in due from affiliates-others) were NT$5,167 and NT$3,957 as of March 31,<br />
2003 and 2004, respectively. In addition, the Company charged Toppan Chunghwa Electronics Co., Ltd.<br />
Managements fees of NT$11,342 and NT$7,787 for the three-month ended March 31, 2003 and 2004,<br />
respectively, which was recorded as a deduction of expenditure of production, R&D and SG&A expenses.<br />
6. ASSETS PLEDGED OR MORTGAGED<br />
As at March 31, 2003 and 2004, the following assets were mortgaged to the banks, the customs and tax authority<br />
as collateral for bank loans and other credit facilities:<br />
Book Value<br />
US dollars<br />
New Taiwan dollars (Note 2)<br />
Accounts Creditors 2003 2004 2004<br />
Building(carrying amount) (Note) Bank of Taiwan $2,198,386 $2,221,830 $67,328<br />
Machinery and equipment (carrying amount) Chiao Tung Bank 2,379,824 18,060,990 547,303<br />
Machinery and equipment (carrying amount) Bank of Taiwan 18,223,491 13,582,493 411,591<br />
(Note)<br />
Pledged time deposit General Office of 73,000 55,000 1,667<br />
the ROC Customs<br />
Pledged time deposit<br />
The ROC<br />
government of<br />
Keelung Country - 12,600 382<br />
Pledged time deposit<br />
Hua Nan Commercial<br />
Bank, Ltd. - 3,850 116<br />
Pledged time deposit<br />
Hua Nan Commercial<br />
Bank, Ltd. - 60,000 1,818<br />
Pledged time deposit Bank of Taiwan 112,736 - -<br />
Long-term investments<br />
ROC Tax<br />
-Tatung Co., Ltd. Authorities 251,314 - -<br />
$23,238,751 $33,996,763 $1,030,205<br />
(Note): The properties (Machinery and building) are pledged as collateral against borrowing with Bank of Taiwan.<br />
The Company has been repaid of the loan, while the corresponding pledges has not been done yet.<br />
41
7. COMMITMENTS AND CONTINGENT LIABILITIES<br />
a. The Company’s unused letters of credit were approximately USD$107,216, JPY$1,231,782, and CHF$138 as<br />
of March 31, 2004.<br />
b. The promissory notes issued for bank loans as disclosed in Note 5(2) amounted to NT$27,138,223.<br />
8. SIGNIFICANT DISASTER LOSS<br />
NONE.<br />
9. SIGNIFICANT SUBSEQUENT EVENT (UNAUDITED)<br />
The Board of Directors approved an employee stock option schemes at the meeting on April 20, 2004.<br />
at the date of this report, the relevant government of ROC has not approved yet.<br />
However,<br />
10. Other<br />
A. Disclosure of Financial Instruments<br />
1. Derivative Financial Instruments:<br />
(1) Foreign currency option contracts<br />
Types of derivative financial instruments, purpose of holding the derivative financial instruments, and<br />
the strategy for achieving the hedging purpose:<br />
The purpose of holding foreign currency option contracts is to hedge exchange rate fluctuation risks.<br />
The Company’s derivative financial instruments are foreign currency option contracts which are used<br />
to hedge against the risk of exchange rate fluctuation (hedging against accounts payable in Japanese<br />
Yen and British Pound or accounts receivable in US dollars and British Pound). The Company’s<br />
hedging strategy is to mitigate most of its market price risk. Derivative financial instruments<br />
selected for hedging purposes are anti-correlated with the fluctuation of the market value of<br />
derivatives hedged. Derivatives are evaluated periodically.<br />
42
(2) Details of contract amount or Notional amount:<br />
Unit:thousands<br />
March 31,<br />
2003 2004<br />
Financial instrument<br />
Contract amount or<br />
notional amount<br />
Contract amount or<br />
notional amount<br />
Forward foreign currency exchange contract USD$5,000 -<br />
Purchased foreign currency options- hedging (Buy<br />
NT$/Sell USD) USD126,000 USD429,000<br />
Purchased foreign currency options- hedging (Buy JP<br />
¥/Sell USD) USD1,360,060 USD5,841,350<br />
Purchased foreign currency options- hedging (Buy<br />
GBP/Sell GBP) - GBP24,100<br />
(3) Transaction risks relating to derivate instruments:<br />
Credit risk relating to derivative instrument:<br />
Credit risk represents the risk of loss that would be recognized at reporting date if counterparties<br />
failed to perform. The Company entered into the above derivative contracts with major<br />
international foreign banks or reputable local banks. The likelihood of default by the<br />
counterparties is considered remote.<br />
Market price risk relating to derivative instrument:<br />
Market price risk represents the accounting loss that would be recognized at the reporting date<br />
for the derivative financial instruments due to the changes in foreign exchange rates. In order to<br />
mitigate the risk, the Company has entered into forward foreign currency exchange contracts and<br />
foreign currency option contracts. As the Company’s derivative financial instruments are for<br />
hedging purposes, the gains or losses due to changes in foreign exchange rates will be offset by<br />
the hedged items. As a result, market price risk is considered minimal.<br />
Liquidity risk、cash flow risk and the uncertainty of future cash needs:<br />
Liquidity risk is the risk of being unable to settle the derivative contracts on schedule. In order<br />
to mitigate the risk, the Company’s has entered into forward foreign currency exchange contracts<br />
and foreign currency option contracts. The Company’s working capital is enough for the needs<br />
of cash upon the settlement of contracts, when there is cash inflows or cash outflows. As such,<br />
there is no significant liquidity risk for the related cash flows. Furthermore, the exchange rates<br />
of the forward exchange contract are fixed at the inception, so there is no significant cash flow<br />
risk.<br />
43
(4) Presentation of derivative instruments in the financial statements:<br />
The notional amount of the foreign currency option contracts entered into hedging purpose is not<br />
recognized as either assets or liabilities on the contract dates. The premium paid and received for<br />
these contract were nil as of March 31, 2004.<br />
2. Disclosures of risks for investments in credit-linked notes:<br />
Contract Amount:<br />
As of March 31, 2004, and amount of credit-linked notes was zero.<br />
Transaction risks relating to investments in credit-linked notes:<br />
(a) Credit Risk:<br />
Default from the issuers of underlying overseas convertible bonds might cause the value of<br />
investment reduced to zero. The Company reduced the credit risk to a minimum level by<br />
selecting the underlying overseas convertible bonds whose issuers are standing in good financial<br />
position and are willing to provide financial information to the public.<br />
(b) Market Risk:<br />
There is no market risk for the underlying investment except for the fluctuations in the exchange<br />
rate of US Dollar to NT Dollar.<br />
(c) Liquidity Risk:<br />
Liquidity risk means that the Company is unable to have the credit-linked notes redeemed before<br />
their maturity. Since the maturity period of the Company’s underlying investments were within<br />
one year, it is expected that the liquidity risk is reduced to a minimum level.<br />
(d) Presentation of investments in credit-linked notes in the financial statements:<br />
The Company received interest income of approximately NT$1,382 and nil from investments in<br />
credit-linked notes for three-month period ended March 31, 2003 and 2004, respectively.<br />
B. Fair value of financial instruments:<br />
44
1. Fair value of financial instruments:<br />
New Taiwan dollars<br />
March 31,<br />
Non – derivative 2003<br />
Financial assets Book Value Fair value<br />
Cash and cash equivalents $11,602,305 $11,602,305<br />
Receivables, net 7,559,753 7,559,753<br />
Long-term investments, net 28,725,689 28,725,689<br />
Refundable deposits 27,832 27,832<br />
Short-term investments, net 1,633,624 1,633,624<br />
Pledged time deposits 185,736 185,736<br />
Other deferred charges 2,003,445 2,003,445<br />
Financial liabilities Book Value Fair value<br />
Short-term loans $5,186,653 $5,186,653<br />
Payables 13,829,442 13,829,442<br />
Other current liabilities 196,589 196,589<br />
Bond payable (including current portion) 10,519,562 10,519,562<br />
Long-term debt (including current portion) 19,845,384 19,845,384<br />
New Taiwan dollars<br />
March 31,<br />
2003<br />
Derivatives Book value Fair value<br />
Hedging:<br />
Foreign currency options, net $51,640,585 $51,640,585<br />
Forward exchange contract, net 823 823<br />
New Taiwan dollars<br />
March 31,<br />
Non – derivative 2004<br />
Financial assets Book value Fair value<br />
Cash and cash equivalents $25,724,740 $25,724,740<br />
Receivables, net 14,064,059 14,064,059<br />
Long-term investments, net 29,475,988 29,475,988<br />
Refundable deposits 72,070 72,070<br />
Short-term investments, net 1,805,063 1,822,395<br />
Pledged time deposits 131,450 131,450<br />
Other deferred charges 1,593,542 1,593,542<br />
45<br />
New Taiwan dollars
March 31,<br />
Non – derivative 2004<br />
Financial assets Book value Fair value<br />
Short-term loans 1,133,913 1,133,913<br />
Payables 16,353,785 16,353,785<br />
Other current liabilities 341,101 341,101<br />
Bonds payable (including current portion) 7,994,319 7,994,319<br />
Long-term debt (including current portion) 24,258,092 24,258,092<br />
New Taiwan dollars<br />
March 31,<br />
2004<br />
Derivatives Book value Fair value<br />
Hedging:<br />
Foreign currency options, net $208,997,360 $208,997,360<br />
The methods and assumptions used to measure the fair value of financial instruments are as follows:<br />
The carrying amount of cash and cash equivalents, receivables, refundable deposits, pledged time deposits,<br />
deferred charges, short-term bank loans, payables and other current liabilities approximate fair value<br />
because of short maturity of these instruments.<br />
Short-term investments and long-term investments are measured based on quoted market prices for these<br />
instruments. If market prices are unavailable, fair values are measured based on financial or other<br />
information.<br />
The fair values of long-term bank loans due beyond one-year approximate carrying amounts as the<br />
long-term bank loans with bear interest at variable rates. The fair value of bonds payable is determined<br />
based on the sum of the carrying value of the bonds payable and accrued interest payable.<br />
The fair value of individual forward foreign currency exchange contracts is determined based on using the<br />
exchange rates listed by bank. The fair value of option contracts is determined based on the market price<br />
provided by bank.<br />
11. Litigation<br />
L.G. Philips LCD. Co., Ltd. (LGP) filed suit for patent infringement against the Company. The suit alleges that<br />
certain TFT-LCD products currently utilized by the Company infringe patents registered by LGP in the Taiwan<br />
and U.S. At the date of this report, due to the nature of the litigation, the Company cannot predict the ultimate<br />
outcome of the lawsuit. The Company believes that the suits will not a significant impact on its operations.<br />
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