MIRA INFORM REPORT

Report Date :

06.11.2012

IDENTIFICATION DETAILS

Name :	AOPEN INCORPORATED

Registered Office :	No.68, Rueiguang Rd., Neihu District, Taipei City 114

Country :	Taiwan

Financials (as on) :	30.09.2012

Date of Incorporation :	21.12.1996

Com. Reg. No.:	97306457

Legal Form :	Joint Stock Company

Line of Business :	Manufacturing and sales of computer and its peripheral equipment, etc

No. of Employees :	About 600 Employees

RATING & COMMENTS

MIRA’s Rating :

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small

Status :	Moderate
Payment Behaviour :	No Complaints
Litigation :	Clear

NOTES:

Any query related to this report can be made on e-mail: infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – June 30^th, 2012

Country Name

Previous Rating

(31.03.2012)

Current Rating

(30.06.2012)

Taiwan

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

Taiwan - ECONOMIC OVERVIEW

Taiwan has a dynamic capitalist economy with gradually decreasing government guidance of investment and foreign trade. In keeping with this trend, some large, state-owned banks and industrial firms have been privatized. Exports, led by electronics, machinery, and petrochemicals have provided the primary impetus for economic development. This heavy dependence on exports exposes the economy to fluctuations in world demand. In 2009, Taiwan's GDP contracted 1.9%, due primarily to a 20% year-on-year decline in exports. In 2010 GDP grew 10.9%, as exports returned to the level of previous years, and in 2011, grew 5.2%. However, 2012 growth will likely be less, according to most forecasters, because of softening global demand. Taiwan's diplomatic isolation, low birth rate, and rapidly aging population are major long-term challenges. Free trade agreements have proliferated in East Asia over the past several years, but so far Taiwan has been excluded from this greater economic integration largely because of its diplomatic status with the exception of the landmark Economic Cooperation Framework Agreement (ECFA) signed with China in June 2010. The MA administration has said that the ECFA will serve as a stepping stone toward trade pacts with other regional partners, and negotiations on a deal with Singapore began this year. Follow-on components of ECFA, including deals on trade in goods, services, and investment, have yet to be completed. Taiwan's Total Fertility rate of just over one child per woman is among the lowest in the world, raising the prospect of future labor shortages, falling domestic demand, and declining tax revenues. Taiwan's population is aging quickly, with the number of people over 65 accounting for 10.9% of the island's total population as of 2011. The island runs a large trade surplus, and its foreign reserves are the world's fourth largest, behind China, Japan, and Russia. Since 2005 China has overtaken the US to become Taiwan's second-largest source of imports after Japan. China is also the island's number one destination for foreign direct investment. Three financial memorandums of understanding, covering banking, securities, and insurance, took effect in mid-January 2010, opening the island to greater investments from the mainland's financial firms and institutional investors, and providing new opportunities for Taiwan financial firms to operate in China. Closer economic links with the mainland bring greater opportunities for the Taiwan economy, but also poses new challenges as the island becomes more economically dependent on China while political differences remain unresolved.

Source : CIA

Contact Points

Company Name:	AOpen Incorporated
Supplied Name:	AOPEN INCORPORATION
Trading Address:	No.68, Rueiguang Rd., Neihu District, Taipei City 114, Taiwan (R.O.C.)
Supplied Address:	No. 68, Ruiguang Rd., Neihu Taipei City
Telephone Number:	+886-2-7710-1195
Fax Number:	+886-2-7710-1187
E-mail:	sales@aopen.com
Website:	www.aopen.com

Notes: The exact name and address are as above.

Credit Summary

Credit Opinion:

Business connections are permissible.

Company Identification Details

Registered Name:	AOpen Incorporated
Registered Address:	No.68, Rueiguang Rd., Neihu District, Taipei City 114, Taiwan (R.O.C.)
Date of Foundation:	1996-12-21
Registration Number:	97306457
Registry:	Department of Commerce, Ministry of Economic Affairs, R.O.C.
Registered Capital:	NTD 4,400,000,000 (USD 149,600,000) (As of 2012.11, 1 NTD = 0.0340 USD)
Paid-up Capital:	NTD 1,636,490,000 (USD 55,640,660)
Legal Representatives:	Xianming Lin
Legal Form:	Joint Stock Company
Principal Activities:	Manufacturing and sales of computer and its peripheral equipment, etc
Staff:	About 600 Employees
Listed at Stock Exchange:	Yes; Stock Symbol: 3046
Date of Last Annual Return:	2012-8-27

History

Subject was incorporated on 1996-12-21 with registered number 97306457 as Joint Stock Company in Taiwan.

Subject listed on Taiwan Stock Exchange on 2002-8-26.

Shareholders

Name	Subscription Shares
Xianming Lin	3,752,176
Wenxi Cai	2,998,772
Wistron Corporation	40,340,513
Hongbo Xie	212,487
Jinbin Peng	88,504

The information above is that of subject’s major shareholders.

Subsidiaries & Branches

Parent Company

Name	Wistron Corporation
Address	158, Singshan Road, Neihu District, Taipei City, 11469 Taiwan, R.O.C.
Telephone Number	+886-2-6616-9999
Fax Number	+886-2-6612-5188
Listed at Stock Exchange:	Yes; Stock Symbol: 3231

Related Companies

1
Name	AOpen America Inc.
Address	2890 Zanker Road, Suite 101, San Jose, CA 95134, U.S.A.
Telephone Number	+1-408-586-1201
Fax Number	+1-408-586-1210
2
Name	AOpen Computer B.V.
Address	Ploegweg 5, 5232 BR s' Hertogenbosch, The Netherlands
Telephone Number	+31-0-73-6466-400
Fax Number	+31-0-73-6466-499
3
Name	AOpen Russia
Address	1A Nizhegorodskaya Street, Apt. 16, 109147, Moscow, Russia
Telephone Number	+7-495-678-5160
4
Name	AOpen Japan Corp.
Address	3F, Imai-Building 3-2-14, Sotokanda, Chiyoda-ku, Tokyo 101-0021, Japan
5
Name	AOpen International (Shanghai) Co., Ltd.
Address	NO.1698,Yishan Road,301 Room, Xing Di Building, Shanghai City, China
Telephone Number	+86-21-6225-8622
Fax Number	+86-21-6225-7926
6
Name	AOpen Information Products (Zhongshan) Inc.
Address	Jing-Ye Road, Zhongshan Torch High-tech Industrial Development Zone, Zhongshan City, Guangdong Province, China
Telephone Number	+86-760-858-1666
Fax Number	+86-760-858-1678

Personnel Information

Core Management

Directors

1
Name	Xianming Lin
Position	Board Director
2
Name	Wenxi Cai
Position	Vice Chairman of the Board of Directors
3
Name	Fuqian Lin
Position	Director
4
Name	Jincai Lin
Position	Director
5
Name	Hongbo Xie
Position	Director
6
Name	Jinbin Peng
Position	Supervisor
7
Name	Qiquan Gao
Position	Independent Director
8
Name	Yonglu Guo
Position	Independent Director
9
Name	Shaoxin Wang
Position	Independent Director

Personnel Structure

Total Employees

About 600 Employees

Operation Information

Offices & Factories

	Headquarters
Add	No.68, Rueiguang Rd., Neihu District, Taipei City 114, Taiwan (R.O.C.)

Production Information

l Subject is engaged in manufacturing of computer and its peripheral equipment, etc.

l Subject has factory in Zhongshan city, Guangdong province, mainland China for production.

Purchase Information

l The registered activities of subject:

Business Code	Details
F401010	International trade business
CC01030	Manufacturing of electrical equipment and audio-visual electronic products
CC01080	Manufacturing of electronic components
CC01120	Manufacturing of data storage equipment
CC01110	Manufacturing of computer and its peripheral equipment
CC01990	Manufacturing of other electrical machine
F113050	Wholesale of computer
F113070	Wholesale of telecom equipment
F118010	Wholesale of software
F119010	Wholesale of electronic material
I301010	Software service
I301020	Software processing service
I501010	Product design
F401021	Import of telecommunication regulation Rf equipment
CC01101	Manufacturing of telecommunication regulation Rf equipment
JA02010	Repairing of electrical equipment and electronic products
F399040	No store retail
ZZ99999	Besides licensed business, all other business items those are not banned or restricted.

l The components for production are purchased both home and abroad.

Sales Information

l Subject is engaged in sales of computer and its peripheral equipment, etc.

l Subject’s sales regions include Asia, Europe and America, etc.

l Subject obtained the certifications of ISO 9001, ISO 14001 and OHSAS 18001.

l Subject has their own brand “AOpen”.

Major products sold

Type	Product
Component	Motherboards, DVD Drives, DVD ReWriter Drives, BD-ROM, 3 in 1 Combo, 5 in 1 Combo, Mice Keyboards Combo, Keyboards, Mice, Speaker, Headset, Webcam, Housing, Power Supplies, Accessory
Bare System	XC mini, Digital engine
Display Centric	Display, Touch Display, Warm Touch

Import and export right:

Import right	Yes
Export right	Yes

Settlements

Purchase

Domestic Purchase (Taiwan and Mainland, China)

Product	Payment Terms	Proportion
Components, etc	COD, CBD, etc	100%

Foreign Purchase

Product	Payment Terms	Proportion
Components, etc	CBD, etc	100%

Sales

Domestic Markets (Taiwan and Mainland, China)

Product	Sales Terms	Proportion
Computer and its peripheral equipment	COD, CBD, Credit Sales, etc	100%

Export

Product	Sales Terms	Proportion
Computer and its peripheral equipment	CBD, etc	100%

Balance Sheet

Unit: NTD/000

Date	2012-9-30	2011-9-30
Cash and cash equivalents	891,181	988,240
Notes receivable - net	65,874	119,003
Accounts receivable - related parties - net	182,346	285,377
Other receivables - related parties	20,106	2,283
Other financial assets - current	938	947
Current assets	1,205,603	1,415,636
Inventories	27,485	7,217
Advances to suppliers	13,823	12,025
Other current assets	3,850	544
Deferred income tax assets - current	2,880	.
Other current assets–other	970	544
Investment	493,749	487,462
Income from long-term equity investments under the equity method	493,749	487,462
Available for sale financial assets - noncurrent	24,946	22,934
Financial assets at cost - noncurrent	130,295	130,295
Funds and investment	648,990	640,691
Machinery and equipment	1,018	930
Mold equipment	117,316	99,240
Office equipment	65,520	65,156
Fixed assets	206,891	185,984
Accumulated depreciation	-192,982	-165,393
Net fixed assets	14,102	24,796
Cost and revaluation increment	206,891	185,984
Construction in process and prepayment for equipments	193	4,205
Prepayment for equipments	193	4,205
Other equipment	23,037	20,658
Guarantee deposits paid	7,654	7,732
Deferred charges	4,288	5,145
Other assets-other	19,555	20,119
Other assets	31,497	32,996
Assets	1,900,192	2,114,119
Short-term borrowing	310,097	295,490
Notes payable	.	99
Accounts payable	26,044	79,173
Accounts payable - related parties	70,104	243,333
Accrued expenses	76,448	75,191
Financial liabilities at fair value through profit or loss - current	.	30
Other payables - related parties	1,943	5,651
Current liabilities	520,046	733,675
Other current liabilities	35,410	34,708
Guarantee deposits received	.	67
Deferred income taxes	5,524	10,113
Other liabilities-other	9,000	13,500
Deferred credit-affiliate company benefit	9,000	13,500
Other liabilities	14,524	23,680
Liabilities	534,570	757,355
Common stock	1,636,490	1,636,490
Capital	1,636,490	1,636,490
Capital surplus–other	11,447	11,447
Capital surplus	11,447	11,447
Unappropriated retained earnings	-328,950	-330,656
Retained earnings	-328,950	-330,656
Cumulative translation adjustments	37,736	32,677
Net loss not recognized as pension cost	-135	-216
Unrealized gains (losses) on financial instruments	9,034	7,022
Unrealized gains (losses) on available for sale financial assets	9,034	7,022
Equity adjustments	46,635	39,483
Equivalent shares of outstandings of advance receipts for common stock (unit: Share)	.	.
Number of treasury stock acquired by the company and subsidiaries (unit: share)	.	.
Stockholders‘ equity	1,365,622 (USD 46,431,148)	1,356,764 (USD 46,129,976)

(As of 2012.11, 1 NTD = 0.0340 USD)

Profit and Loss Account

Unit: NTD/000

Date	2012-1-1~2012-9-30	2011-1-1~2011-9-30
Operating income	1,070,553 (USD 36,398,802)	1,363,103 (USD 46,345,502)
Net sales	1,066,059	1,358,623
Sales	1,067,164	1,359,513
Sales returns	1,105	868
Sales discounts	--	22
Service income	4,494	4,480
Operating costs	874,622	1,149,954
Gross profit (loss) from operations	195,931	213,149
Realized gain from inter-affiliate accounts	6,500	500
Operating expenses	237,816	254,792
Selling expense	70,290	75,787
General and administrative expenses	81,264	88,093
Research and development expenses	86,262	90,912
Operating income (loss)	-35,385	-41,143
Non-Operating Income	37,303	79,411
Interest income	5,297	4,730
Investment income	31,142	73,313
Income from investments under the equity method	19,681	61,340
Dividend income	11,461	11,973
Gains on disposal of fixed assets	--	143
Financial assets evaluation interests	--	40
Miscellaneous income	864	1,185
Non-operating revenues and gains	6,713	4,268
Interest expense	2,799	2,316
Loss on exchange	3,914	1,952
Income from continuing operations before income tax	-4,795	34,000
Income tax expense (benefit)	-1,473	-217
Income tax expense (benefit)	-1,473	-217
Income from continuing operations	-3,322	34,217
Net income (loss)	-3,322 (USD -112,948)	34,217 (USD 1,163,378)
Primary Earnings per Share	0	0
Primary earnings per share	-0.02	0.21
Diluted earnings per share	0	0
Diluted earnings per share	-0.02	0.21

(As of 2012.11, 1 NTD = 0.0340 USD)

Cash Flows

Unit: NTD/000

Date	2012-1-1~2012-9-30	2011-1-1~2011-9-30
Cash Flows from Operating Activities - Indirect Method
Net Income (Loss)	(3,322)	34,217
Adjustments to Reconcile Net Income to Net Cash Provided by (Used in) Operating Activities
Depreciation Expense	35,745	26,790
Amortization Expense	6,373	12,739
Investment Loss (Income) Recognized under Equity Method	0	178
Loss (Gain) on Disposal of Property, Plant and Equipment	-44	-238
Impairment Losses on Financial Asset	0	-40
Loss (Gain) on Deferred Income Tax	-1,473	1,573
Changes in Operating Assets and Liabilities
Decrease (Increase) in Accounts Receivable	38,441	21,272
Decrease (Increase) in Accounts Receivable - Related Parties	-7,554	21,511
Decrease (Increase) in Other Receivable- Related Parties	641	3,438
Decrease (Increase) in Inventories	96,202	14,807
Decrease (Increase) in prepayments	-18,251	-54,732
Decrease (Increase) in other current asset	383	-3,584
Decrease (Increase) in other financial asset	1,534	-1,432
Decrease (Increase) in other operating assets	-26	1,281
Increase (Decrease) in Accounts Payable	-170,664	-145,352
Increase (Decrease) in Accounts Payable - Related Parties	7,350	-26,603
Increase (Decrease) in Accrued Expenses	-22,019	-27,653
Increase (Decrease) in Other Payable - Related Parties	-2,602	-14,217
Increase (Decrease) in Other Current Liabilities	-6,518	15,416
Increase (Decrease) in Other Operation Liabilities	915	853
Net Cash Provided by (Used in) Operating Activities	-44,889	-119,776
Cash Flows from Investing Activities
Purchase of Property, Plant and Equipment	-10,795	-24,862
Proceeds from Disposal of Property, Plant and Equipment	44	611
Decrease (Increase) in Refundable Deposits	-26	218
Increase in Deferred Charges	-5,394	-4,149
Net Cash Provided by (Used in) Investing Activities	-16,171	-28,182
Cash Flows from Financing Activities
Increase (Decrease) in Short-term Loans	75,194	128,015
Net Cash Provided by (Used in) Financing Activities	75,194	128,015
Exchange Influence	-8,516	19,768
Net Increase (Decrease) in Cash and Cash Equivalents	5,618	-175
Cash and Cash Equivalents, Beginning of year	1,272,092	1,308,576
Cash and Cash Equivalents, End of year	1,277,710	1,308,401
Supplemental Cash Flow Information
Interest Paid	2,728	2,246
Interest Paid- Excluding Capitalized Interest	2,728	2,246
Income Tax Paid	10,038	(3,269)
Investing Activities and Financial Activities Non affecting Both Cash and Non-cash Items
Unrealized Gain or Loss on Financial Instrument	(4,560)	15,442
Cumulative Translation Adjustment	(6,800)	18,889
Cash Paid for Equipment	3,410	0

Bankers

Subject declined to disclose its bank details; from other source we cannot obtain the relevant information, either.

Public Record

Mortgage

No chattel mortgage record of subject has been found within the recent 3 months.

Lawsuit

Up to date of reporting, no existing or latent litigation of the subject has been found.

Interview Details

Name	Ms. Wang
Department	Sales Department

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.54.08
UK Pound	1	Rs.86.69
Euro	1	Rs.69.37

INFORMATION DETAILS

Report Prepared by :

MNL

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
----	NB	New Business	----

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

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