I. Capital and outstanding shares
(VII) How the stock dividends proposed for the next annual general meeting affects the Company’s business performance or earnings per share
Not applicable, as no stock dividend was proposed for 2016 earnings.
(VIII) Employees’/Directors’/Supervisors’ remuneration
1 .Percentage and range of employees’/directors’/supervisors’ remuneration stated in the Articles of Incorporation:
Annual profits concluded by the Company shall be subject to employee remuneration of no less than 0.01%; in addition, directors’ remuneration may be provided up to 1% of annual profit. However, profits must first be taken to offset against cumulative losses if any.
The Company may remunerate its directors for performing their duties in the form of monthly salary and bonus. The Board of Directors is authorized to decide the level of remuneration based on directors’ involvements and contributions to the Company’s operations and current earnings, in reference to peer levels.
The Company may offer reasonable remuneration packages to Independent Directors that are different from those offered to general directors.
2. Basis of calculation for employees' bonus, Directors'/Supervisors' remuneration and share-based compensations; and accounting treatments for any discrepancies between the amounts estimated and the amounts paid:
The Company has estimated employees’ remuneration at NT$6,360,000 and directors’ remuneration at NT$8,453,000 for 2016. Both figures were estimated by multiplying the Company’s 2016 pre-tax profit with the respective percentages stated in the Articles of Incorporation, and have been recognized as operating expenses for 2016. Any differences between the amount actually paid in 2017 and the amount previously estimated will be treated as a change in accounting estimate, and recognized as gains/losses in 2017.
3. Remuneration approved by the board of directors:
(1) Employees’/Directors’/Supervisors’ remuneration, in cash or in shares:
A. Employees’ cash remuneration: Estimated:
NT$ 6,360,000 Paid:
NT$ 6,276,000 Difference:
Differences between the actual and estimated amounts of employees' remuneration were due to the fact that estimation was made based on unaudited profit, whereas the actual amount was calculated based on audited figures and adjusted by the Remuneration Committee. Because the difference was immaterial, it was treated as a change in accounting estimate and recognized as gains/losses in 2017.
B. Employees' stock remuneration: Estimated:
C. Directors’ remuneration:
Estimated: NT$ 8,453,433
Paid: NT$ 8,453,433
Difference: NT$ 0
(2) Percentage of employees’ remuneration paid in shares, relative to net income and total employees’ remuneration shown in standalone financial statements: Not applicable as no proposal was made to pay employees' remunera tion in shares.
4. Actual payment of employees’/Directors’/Supervisors’ remuneration in the previous year (including the number of shares allocated, the sum of cash paid, and the price at which shares were issued), and any differences from the figures estimated (explain the amount, the cause, and treatment of such discrepancies):
(1) Actual payment of 2015 employees’/directors’/supervisors’ remuneration:
A. Employees' remuneration: NT$ 8,140,000
B. Directors' remuneration: NT$ 9,869,193
(2) The actual amounts of employees'/directors'/supervisors' remuneration differed from the amounts recognized in the previous year; this was due to the fact that estimations were made based on unaudited profits. Because the difference was immaterial, it was treated as a change in accounting estimate and recognized as gains/losses in 2016.
(IX) Repurchase of company shares: None.
II. Disclosure relating to corporate bonds: None.
III. Disclosure relating to preferred shares: None.
IV. Disclosure relating to global depository receipts: None.
V. Employee stock options, mergers, and acquisitions
(I) Employee stock options unexpired and outstanding as at the publication date of this annual report, and impact on shareholders’ equity: The Company did not issue any employee stock option.
(II) Names of managers who have acquired employee stock options and names of employees ranking top ten in exercisable shares as at the publication date of this annual report: None.
VI. The section of restricted stock awards shall specify the following matters
(I) Restricted shares that employees are not yet fully entitled to receive, and impact on shareholders’ equity as at the publication date of this annual report: The Company did not issue any restricted shares to employees.
(II) Names of managers and top ten employees who are entitled to receive restricted shares as at the publication date of this annual report: None.
VII. Disclosure on new shares issued for the acquisition or transfer of other shares
(I) Issuance of new shares for business merger or acquisition
1. Companies that are listed for trading on Taiwan Securities Exchange (referred to as TWSE-listed companies) or approved for trading under Article 3 or 3-1 of Taipei Exchange Rules Governing the Review of Securities for Trading on the TPEx (referred to as TPEx-listed companies) must disclose the lead securities underwriter’s opinion with regards to new shares issued for mergers/acquisitions in the latest quarter: None.
2. In addition to the abovementioned requirements, the Company must also update its merger/acquisition progress in the latest quarter. If the progress or benefit did not meet the projected targets, impacts on shareholders’ equity and possible improvement plans must be elaborated: None.
(II) If the board of directors had resolved to issue new shares for merger or acquisition in the last year up till the publication date of this annual report, the Company must update the merger/acquisition progress and disclose the basic profile of the acquired company. Progress of new shares issued for ongoing corporate mergers or acquisitions, and impact on shareholders’ equity: None.
VIII. Progress on planned use of capital
(I) Plan: Not applicable.
(II) Progress: Not applicable.