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Abnova Audit Report / Information 2022

Nov 10, 2022

52384_rns_2022-11-10_16f42c41-95a7-4193-96f4-e32a3c589bc3.pdf

Audit Report / Information

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Stock Code 4133

Abnova (Taiwan) Corporation Parent Company Only Financial Statements

With Independent Auditors’ Report

For the Years Ended December 31, 2022 and 2021

Address : 9th Fl., No. 108, Jhouzih St., Neihu District, Taipei City Telephone : (02)8751-1888

Notice to readers.

THIS IS A TRANSLATION OF THE FINANCIAL STATEMENTS (THE “FINANCIAL STATEMENTS”) OF ABNOVA (TAIWAN) CORPORATION (THE “COMPANY”). THIS TRANSLATION IS INTENDED FOR REFERENCE ONLY AND NOTHING ELSE, THE COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITIES WHATSOEVER FOR THE TRANSLATION. THE CHINESE TEXT OF THE FINANCIAL STATEMENTS SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETATION OF THE SUBJECT MATTER STATED HEREIN.

~ 1 ~

Table of Contents

Contents
1. Cover Page
2. Table of Contents
3. Independent Auditors’ Report
4. Balance Sheets
5. Statements of Comprehensive Income
6. Statements of Changes in Equity
7. Statements of Cash Flows
8. Notes to the Financial Statements
(1) Company history
(2) Approval date and procedures of the financial statements
(3) New standards, amendments and interpretations adopted
(4) Summary of significant accounting policies
(5) Significant accounting assumptions and judgments, and major sources of
estimation uncertainty
(6) Explanation of significant accounts
(7) Related-party transactions
(8) Pledged assets
(9) Commitments and contingencies
(10) Losses due to major disasters
(11) Subsequent events
(12) Other
(13) Other disclosures
1. Information on significant transactions
2. Information on investees
3. Information on investment in Mainland China
4. Major shareholders
(14) Segment information
9. Statements of major accounting items
Page

1
2
3
4
5
6
7
8
8
8~9
9~19
19
19~41
42~43
43
44
44
44
44~45
45~46
46
47
47
47
48~55

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Independent Auditors’ Report

To the Board of Directors of Abnova (Taiwan) Corporation:

Opinion

We have audited the financial statements of Abnova (Taiwan) Corporation (“the Company”), which comprise the balance sheets as of December 31, 2022 and 2021, the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statement section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matter

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The key audit matters we judge that shall be communicated in the audit report are as follows:

1. Inventory valuation

Please refer to Note 4(7) “Inventories”; Note 5(1) “Significant accounting assumptions and judgments, and major sources of estimation uncertainty”, and Note 6(5) “Inventories”.

~ 3 ~

Description of key audit matter:

The major business of the Company is the manufacturing and sales of antibody, protein, test reagents and testing instruments. Inventories are measured at the lower of cost and net realizable value. Due to the longer life cycle of the products, the management considers factors such as product circulation, exposure, preservation and industry information to evaluate the net realizable value of inventories. As the Company has large amount of inventories and a large number of items, and the net realizable value used in the above-mentioned evaluation involves subjective judgment, the evaluation of loss allowance for inventory valuation has been listed as the key audit matter of the year.

Our principal audit procedures included:

The key audit procedures for the above-mentioned key audit matter based on the understanding of the industrial characteristics of the Company include obtaining statistical information on the sales time and sales status of the products on the shelves in each year provided by the management in the subsequent years to evaluate the consistency of the policy used to recognize the inventory valuation loss; understanding the Company’s inventory management process, reviewing the annual inventory plan and participating in the annual inventory check to evaluate the effectiveness of the management’s inventory control; obtaining the inventory net realizable value calculation sheet, and spot check the correctness of the calculation.

Responsibilities of management and those charged with governance for the financial statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with auditing standards, we exercise professional judgment and professional skepticism throughout the audit. We also:

  • A. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as

~ 3-1 ~

fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • B. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

  • C. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  • D. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company’s to cease to continue as a going concern.

  • E. Evaluate the overall presentation, structure and content of the financial reports, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  • F. Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on these financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

KPMG

Auditors

Securities :Financial-Supervisory-Securititi Competent es-Six-0940100754 Authority Financial-Supervisory-Securititi Approved-certi es-Auditing-1070304941 fied No. February 24, 2023

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Abnova (Taiwan) Corporation

Balance Sheets

December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Assets
Current assets:
1100
Cash and cash equivalents (Note 6(1))
1150
Notes receivable, net (Note 6(3))
1170
Accounts receivable, net (Note 6(3))
1200
Other receivables (Note 6(4) and Note 7)
130X
Inventories (Note 6(5))
1410
Prepayments
1476
Other current financial assets (Note 8)
1479
Other current assets-other
Total current assets
Non-current assets:
1550
Investments accounted for using equity method (Note 6(6))
1600
Property, plant and equipment (Note 6(7))
1755
Right-of-use assets (Note 6(8))
1780
Intangible assets (Note 6(9))
1840
Deferred tax assets (Note 6(12))
1900
Other non-current assets (Note 6(11))
Total non-current assets
Total assets
December 31, 2022
Amount

$ 362,971
27
246 -
59,999
4
2,452 -
396,079
29
6,932
1
849 -
1,060
-
December 31, 2022
Amount

$ 362,971
27
246 -
59,999
4
2,452 -
396,079
29
6,932
1
849 -
1,060
-
December 31,
2021
Amount


275,705
21

440 -

48,353
4

1,705 -

411,317
32

9,721
1

545 -
1,786
-

749,572
58

90,629
7

265,122
21

6,778
1

67,659
5

109,672
8

3,760
-

543,620
42

1,293,192
100
Liabilities and equity
Current liabilities:
2130
Contract liability-current
2170
Accounts payable
2200
Other payables (Note 7)
2230
Current tax liabilities
2280
Current lease liabilities (Note 6(10))
2300
Other current liabilities (Note 7(2))
Total current liabilities
Non-current liabilities:
2570
Deferred tax liabilities (Note 6(13))
2580
Non-current lease liabilities (Note 6(10))
2600
Other non-current liabilities (Note 6(6) and Note 7)
Total non-current liabilities
Total liabilities
Equity (Note 6(13))
3110
Ordinary share
3200
Capital surplus
Retained earnings:
3310
Legal reserve
3350
Unappropriated retained earnings
3400
Other equity interest
Total equity
Total liabilities and equity
December 31, 2022
Amount
%
$ 2,622 -
14,995
1
36,541
3
2,015 -
6,778 -
4,555
-
December 31,
2021
Amount
%

2,638 -

11,480
1

33,048
3

4,353 -

6,295 -
22,439
2
Amount
$ 362,971
246
59,999
2,452
396,079
6,932
849
1,060

67,506
4


80,253
6

5,804 -
3,686 -
526
-


-
-

560 -
623
-

830,588
61

97,564
252,134
10,422
68,815
98,278
11,715

7

18

1

5

7
1
10,016
-
1,183
-

77,522
4


81,436
6

605,536
45
474,527
35
85,642
7
138,196
10
(11,907)
(1)


605,536
47

474,527
37

82,766
6

39,698
3

9,229
1

538,928

39


1,291,994
96



1,211,756
94
$
1,369,516
100 $
1,369,516
100

1,293,192
100

(See accompanying notes to financial statements.) Manager: WILBER HUANG

Chairman: WILBER HUANG

Accounting supervisor: YA-PING ZHANG

~ 4 ~

Abnova (Taiwan) Corporation Statements of Comprehensive Income For the years ended December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars)

2022
Amount
4000
Operating revenue (Note 6(15) and Note 7)
$ 410,320
5000
Operating costs (Note 6(5))
(210,327)
Net gross profit
199,993
5920
Add: Realized loss (profit) from sales (Note 7)
-
199,993
Operating expenses:
6100
Marketing expenses
(40,349)
6200
Administrative expenses
(41,139)
6300
R&D expenses
(48,740)
6450
Expected credit loss (Note 6(3))
(698)
Total operating expenses
(130,926)
Net operating income
69,067
Non-operating income and expenses (Note 6(17)):
7100
Interest income
3,463
7010
Other income
800
7020
Other gains and losses
26,053
7050
Finance cost
(132)
7375
Share of subsidiaries, associates and joint ventures income accounted for
using equity method
(Note 6(6))
(4,336)
Total non-operating income and expenses
25,848
Profit from continuing operations before tax
94,915
7950
Tax expense (Note 6(12))
20,072
Profit
74,843
Other comprehensive income:
8310
Components of other comprehensive income that will not be reclassified
to profit or loss
8311
Remeasurements of defined benefit plans
304
8330
Share of subsidiaries, associates and joint ventures other comprehensive
income accounted for using equity method-components that will not
be reclassified to profit or loss
28,730
8349
Less: Income tax related to components of other comprehensive income
that will not be reclassified to profit or loss
-
Components of other comprehensive income that will not be
reclassified to profit or loss
29,034
8360
Components of other comprehensive income (loss) that may be
reclassified to profit or loss
8361
Exchange differences on translation of foreign financial statements
4,216
8399
Less: Income tax related to components of other comprehensive income
that may be reclassified to profit or loss
-
Components of other comprehensive income (loss) that may be
reclassified to profit or loss
4,216
Other comprehensive income, net of tax
33,250
Total comprehensive income
$
108,093
Basic earnings per share (NT dollars)(Note 6(14))
Basic earnings per share (NT dollars)
$
Diluted earnings per share (NT dollars)
$
2022

100

(51)
2021

100

(56)
Amount
$ 410,320
(210,327)
Amount

450,383

(254,325)

199,993
-



49
-



196,058
85



44

-
199,993
49

196,143

44

(40,349)
(41,139)
(48,740)
(698)


(10)

(10)

(12)

-


(39,812)

(44,940)

(53,140)
(1,201)


(9)

(10)

(12)

-

(130,926)


(32)


(139,093)


(31)

69,067



17



57,050



13

3,463
800
26,053
(132)
(4,336)


1

-

6

-

(1)


395
2,407

(8,221)
(186)

(15,210)


-

-

(2)

-

(3)

25,848



6



(20,815)



(5)

94,915
20,072


23

5


36,235

7,866



8

2

74,843


18


28,369


6


-

7
-

388

11,345
-


-

3
-
29,034
7

11,733

3

4,216
-


1
-


(3,108)
-


(1)
-
4,216
1

(3,108)

(1)

33,250


8


8,625



2

$
108,093


26


36,994


8

$

1.24


0.47
$ 1.23 0.47

(See accompanying notes to financial statements.)

Chairman: WILBER HUANG Manager: WILBER HUANG

Accounting supervisor: YA-PING ZHANG

~ 5 ~

(Expressed in Thousands of New Taiwan Dollars)

Abnova (Taiwan) Corporation Statements of Changes in Equity For the years ended December 31, 2022 and 2021

Balance at January 1, 2021
Profit
Other comprehensive income
Total comprehensive income
Appropriation and distribution of retained earnings:
Legal reserve
Cash dividends on ordinary shares
Balance at December 31, 2021
Profit
Other comprehensive income
Total comprehensive income
Appropriation and distribution of retained earnings:
Legal reserve
Cash dividends on ordinary shares
Effect on equity of disposal of subsidiaries
Balance at December 31, 2022
Shares Capital surplus Retained earnings Other equity interest Other equity interest Total equity
1,211,094
28,369
8,625
Exchange
differences on
translation of
foreign financial
statements
Unrealized gains
(losses) from
financial assets
measured at fair
value through
other
comprehensive
income
Ordinary shares Legal reserve Unappropriated
retained earnings
$ 605,536
-
-
474,527
-
-
78,984
-
-
51,055
28,369
388
(8,070)
-
(3,108)
9,062
-
11,345
- - - 28,757 (3,108) 11,345 36,994
-
-
-
-
3,782
-
(3,782)
(36,332)
-
-
-
-
-
(36,332)
605,536
-
-
474,527
-
-
82,766
-
-
39,698
74,843
304
(11,178)
-
4,216
20,407
-
28,730
1,211,756
74,843
33,250
- - - 75,147 4,216 28,730 108,093
-
-
-
-
-
-
2,876
-
-
(2,876)
(27,855)
54,082
-
-
-
-
-
(54,082)
-
(27,855)
-
$
605,536

474,527

85,642

138,196

(6,962)

(4,945)

1,291,994

(See accompanying notes to financial statements.) Manager: WILBER HUANG

Chairman: WILBER HUANG

Accounting supervisor: YA-PING ZHANG

~ 6 ~

Abnova (Taiwan) Corporation Statements of Cash Flows

For the years ended December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities:
Profit before tax
Adjustments:

Adjustments to reconcile profit (loss)
Depreciation expenses
Amortization expenses
Expected credit loss
Interest expense
Interest income
Share of subsidiaries, associates and joint ventures losses accounted for using equity method
Other
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:
Changes in operating assets:
Notes receivable
Accounts receivable
Other receivables
Inventories
Prepayments
Other current assets
Other non-current assets
Total changes in operating assets
Changes in operating liabilities:
Contract liabilities
Accounts payable
Other payables
Other current liabilities
Total changes in operating liabilities
Total changes in operating assets and liabilities
Total adjustments
Cash inflow generated from operations
Interest received
Interest paid
Income taxes paid
Net cash flows from operating activities
Cash flows used in investing activities:
Acquisition of investments accounted for using equity method
Cash refund from capital reduction of investees accounted for using equity method
Acquisition of property, plant and equipment
Decrease (Increase) in guarantee deposits paid
Acquisition of intangible assets
Increase in other current financial assets
Decrease in other non-current assets
Increase (Decrease) in other non-current liabilities
Increase in prepayments for business facilities
Net cash flows (outflows) used in investing activities
Cash flows from financing activities:
Payment of lease liabilities
Cash dividends paid
Net cash flows from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
2022
$ 94,915
21,324
10,739
698
132
(3,463)
4,336
-
2021
36,235
22,322
10,308
1,201
186
(395)
15,210
(86)
33,766 48,746
194
(12,344)
(300)
8,583
2,789
726
-
315
(3,684)
(94)
35,276
(2,968)
(4,554)
(8)
(352) 24,283
(16)
3,515
3,493
(17,884)
369
(5,477)
(831)
18,982
(10,892) 13,043
(11,244) 37,326
22,522 86,072
117,437
3,016
(132)
(5,212)
122,307
407
(186)
(11,820)
115,109 110,708
-
21,675
(1,390)
(46)
(5,240)
(304)
66
(97)
(7,231)
(811)
-
(642)
250
(104)
(2)
-
234
(88)
7,433 (1,163)
(7,421)
(27,855)
(7,464)
(36,332)
(35,276) (43,796)
87,266
275,705
65,749
209,956
$
362,971

275,705

(See accompanying notes to financial statements.) Manager: WILBER HUANG

Chairman: WILBER HUANG

Accounting supervisor: YA-PING ZHANG

~ 7 ~

Abnova (Taiwan) Corporation Notes to the Financial Statements For the years ended December 31, 2022 and 2021 (Expressed in thousands of New Taiwan Dollars, unless specified otherwise)

1. Company history

Abnova (Taiwan) Corporation (the “Company”) was legally established with the approval of the Ministry of Economic Affairs (R.O.C.) on January 4, 2002, with registered address at 9th Fl., No. 108, Jhouzih St., Neihu District, Taipei City, Taiwan (R.O.C.). The Company has been actively developing, manufacturing, and sell monoclonal antibody, polyclonal antibody, proteins, medical inspection instruments and testing reagents, which are mainly antibody reagents, antibody chips or related products provided to and used by academic, research institutions or pharmaceutical factories, etc. Antibodies are the most important means for understanding proteins and their functions. The products of the Company help to study the relationship between protein changes in the process of cancer, infectious diseases, metabolism and endocrine diseases, and then apply to the development of medical inspection reagents and drugs.

2. Approval date and procedures of the financial statements

These parent company only financial statements were authorized for issue by the Board of Directors on February 24, 2023.

3. New standards, amendments and interpretations adopted

  • (1) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. (“FSC”) which have already been adopted. The Company has initially adopted the following new amendments, which do not have a significant impact on its financial statements, from January 1, 2022.

  • ‧Amendments to IAS 16 “Property, Plant and Equipment-Proceeds Before Intended Use”

  • ‧Amendments to IAS 37 “Onerous Contracts-Cost of Fulfilling a Contract”

  • ‧ Annual Improvements to IFRS Standards 2018-2020

  • ‧ Amendments to IFRS 3 “Reference to the Conceptual Framework”

  • (2) The impact of IFRS issued by the FSC but not yet effective

The Company assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2023, would not have a significant impact on its financial statements.

  • ‧ Amendments to IAS 1 “Disclosure of Accounting Policies”

  • ‧ Amendments to IAS 8 “Definition of Accounting Estimates”

  • ‧ Amendments to IAS 12 “Deferred Tax related to Assets and Liabilities Arising from a Single Transaction”

~ 8 ~

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

(3) The impact of IFRS issued by IASB but not yet endorsed by the FSC

The following new and amended standards, which may be relevant to the Company, have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:

Standards or Interpretations
Amendments to IAS 1 “Classification
of
Liabilities
as
Current
or
Non-current”
Content of amendment
The current IAS 1 provided that with respect to
classification as current, an entity’s right to defer
settlement for at least 12 months is subject to the
entity complying with conditions after the reporting
period. The amendment deleted the requirement
that the right shall be unconditional and instead
requires that the right must exist and be substantive
at the end of the reporting period.
The amendments clarify how an entity classifies
debt and other financial liabilities as current or
non-current with its own equity instruments for the
settlement of a liability (such as convertible
corporate bonds).
Effective date per
IASB
January 1, 2024

The Company is evaluating the impact of its initial adoption of the abovementioned standards or interpretations on its financial position and financial performance. The results thereof will be disclosed when the Company completes its evaluation.

The Company does not expect the following other new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its financial statements.

  • ‧ Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture”

  • ‧ IFRS 17 “Insurance Contracts” and amendments to IFRS 17 “Insurance Contracts”

  • ‧ Amendments to IAS 1 “Non-current Liabilities with Covenants”

  • ‧ Amendments to IFRS 16 “Lease Liability in a Sale and Leaseback”

4. Summary of significant accounting policies

The significant accounting policies presented in the financial statements are summarized below. Except for those specifically indicated, the following accounting policies were applied consistently throughout the periods presented in the financial statements.

(1) Statement of compliance

These financial statements have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” (hereinafter referred to as the Regulations).

(2) Basis of preparation

  • A. Basis of measurement

  • Except for the following significant accounts, the financial statements have been prepared on a historical cost basis:

  • (a) Financial assets at fair value through other comprehensive income are measured at fair value; and

  • (b) The defined benefit liabilities (assets) are measured at fair value of the plan assets less the present value of the defined benefit obligation, limited as explained in Note 4(16).

  • B. Functional and presentation currency

  • The functional currency of each entity of the Company is determined based on the primary economic environment in which the entity operates. The financial statements are presented in New Taiwan Dollars, which is the Company’s functional currency. All financial information presented in New Taiwan Dollars has been rounded to the nearest thousand.

~ 9 ~

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

  • (3) Foreign currency

  • A. Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies of Company entities at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date. Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date that the fair value was determined. Non-monetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.

Exchange differences are generally recognized in profit or loss, except for those differences relating to the following, which are recognized in other comprehensive income:

  • (a) an investment in equity securities designated as at fair value through other comprehensive income;

(b) a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; or

  • (c) qualifying cash flow hedges to the extent that the hedges are effective.

  • Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into the New Taiwan Dollars at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into the New Taiwan Dollars at the average exchange rate. Exchange differences are recognized in other comprehensive income.

When a foreign operation is disposed of such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Company disposes only a part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Company disposes only a part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

When the settlement of a monetary receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future, Exchange differences arising from such a monetary item that are considered to form part of the net investment in the foreign operation are recognized in other comprehensive income.

  • (4) Classification of current and non-current assets and liabilities

  • An asset is classified as current under one of the following criteria, and all other assets are classified as non-current:

  • A. It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;

  • B. It is held primarily for the purpose of trading;

  • C. It is expected to be realized within twelve months after the reporting period; or

  • D. The asset is cash or cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

  • A liability is classified as current under one of the following criteria, and all other liabilities are classified as non-current:

  • A. It is expected to be settled in the normal operating cycle;

  • B. It is held primarily for the purpose of trading;

  • C. It is due to be settled within twelve months after the reporting period; or

  • D. The Company does not have any unconditional right to defer the settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the

~ 10 ~

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

counterparty, result in its settlement by issuing equity instruments that do not affect its classification.

  • (5) Cash and cash equivalents

Cash comprises cash on hand and demand deposits. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Time deposits which meet the above definition and are held for the purpose of meeting short term cash commitments rather than for investment or other purposes should be recognized as cash equivalents.

  • (6) Financial instruments

Accounts receivables and debt securities issued are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instrument. A financial asset (unless it is an accounts receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. An accounts receivable without a significant financing component is initially measured at the transaction price.

  • A. Financial assets

  • All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

On initial recognition, a financial asset is classified as measured at: amortized cost; Fair value through other comprehensive income (FVOCI) – debt investment; FVOCI – equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

  • (a) Financial assets measured at amortized cost

  • A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

  • ‧ It is held within a business model whose objective is to hold assets to collect contractual cash flows; and

  • ‧ Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

  • These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

  • (b) Financial assets measured at fair value through other comprehensive income On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income. This election is made on an instrument-by-instrument basis. Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.

  • Dividend income is recognized in profit or loss on the date on which the Company’s right to receive payment is established (usually the ex-dividend date).

  • (c) Impairment of financial assets

The Company recognizes loss allowances for expected credit losses (ECL) on financial assets

~ 11 ~

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

measured at amortized cost (including cash and cash equivalents, notes and accounts receivables, other receivable, guarantee deposit paid and other financial assets) and contract assets.

The Company measures loss allowances at an amount equal to lifetime ECL, except for the following which are measured as 12-month ECL:

  • ‧ Debt securities that are determined to have low credit risk at the reporting date; and

  • ‧ Other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

Loss allowance for accounts receivables and contract assets are always measured at an amount equal to lifetime ECL.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Company’s historical experience and informed credit assessment as well as forward-looking information.

ECLs are probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the Company in accordance with the contract and the cash flows that the Company expects to receive). ECLs are discounted at the effective interest rate of the financial asset.

At each reporting date, the Company assesses whether financial assets carried at amortized cost are credit-impaired. A financial asset is 'credit-impaired' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following observable data:

  • ‧ Significant financial difficulty of the borrower or issuer;

  • ‧ A breach of contract such as a default or being some time past due;

  • ‧ The lender of the borrower, for economic or contractual reasons relating to the borrower's financial difficulty, having granted to the borrower a concession that the lender would not otherwise consider;

  • ‧ It is probable that the borrower will enter bankruptcy or other financial reorganization; or

  • ‧ The disappearance of an active market for that financial assets because of financial difficulties. Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.

The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For corporate accounts, the Company individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Company expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company’s procedures for recovery of amounts due.

  • (d) Derecognition of financial assets

The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

The Company enters into transactions whereby it transfers assets recognized in its statement of balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.

~ 12 ~

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

(7) Inventories

  • A. The perpetual inventory system is adopted, and the acquisition costs are recorded in the account. The costs are determined by the weighted average method, and the fixed production overheads are allocated according to the normal operating capacity of the production equipment. Inventories at the end of period except for obsolete and slow-moving inventories are provided for loss allowance. Inventories are measured at the lower of cost and net realizable value. When comparing the lower of cost and net realizable value, the item-by-item comparison method is adopted. The market price of raw materials is the replacement cost (that is, the latest purchase price); the market price of work in progress, semi-finished goods, finished goods and commodity inventories is the net realizable value.

  • B. The basis for the loss allowance for each obsolete and slow-moving inventory is explained as follows:

  • (a) 100% loss allowance provisions for protein inventory over two years (entering the third year); 2% to 50% loss allowance provisions for the stock age within two years (exclusive).

  • (b) 1% to 3% loss allowance provisions for testing instruments within two years (exclusive) according to the stock age; 10% to 70% loss allowance provisions for the stock age over two years (entering the third year) to five years (exclusive); 100% loss allowance provisions for the stock age reaches five years (entering the sixth year).

  • (c) 0.1% to 20% loss allowance provisions for the stock age of inventories other than protein and testing instruments within four years (exclusive); 40% to 80% loss allowance provisions for the stock age reaches five years (entering the sixth year) to six years (exclusive); 100% loss allowance provisions for the stock age reaches six years (entering the seventh year).

  • (8) Non-current assets held for sale

  • In the first quarter of 2022, the Company passed the resolution to sell the equity of the subsidiary made by the Board of Directors, therefore, the accounting policy related to non-current assets held for sale began to apply from March 31, 2022.

  • When the carrying amount of the disposal group comprising of non-current assets or assets and liabilities is highly probable to be recovered mainly through a sale transaction rather than continuing use, it is classified as held for sale. Assets or components of disposal groups are remeasured according to the accounting policy of the Company before classifying to be held for sale. The disposal groups classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell. Impairment losses of any disposal group are first apportioned to goodwill and then apportioned to the remaining assets and liabilities on a pro rata basis. However, the loss will not be allocated to assets that are not within the scope of asset impairment under IAS 36, and the aforementioned items will continue to be measured in accordance with the accounting policy of the Company. Impairment losses recognized for the classification as held for sale and gains and losses arising from the subsequent remeasurements are recognized in profit or loss, provided that gains on reversal cannot exceed the cumulative impairment loss recognized.

  • When intangible assets and property, plant and equipment are classified as held for sale, they are no longer depreciated or amortized. In addition, when an associate recognized using the equity method is classified as held for sale, the equity method will cease to be adopted.

  • (9) Invest in associates

  • Associates are that in which the Company has significant influence over their financial and operating policies but is not controlling or jointly controlling.

  • The Company adopts the equity method to handle the interests of the associates. Under the equity method, the original acquisition is recognized at cost, and investment costs include transaction costs. The carrying amount of investments in an associate includes the goodwill identified at the time of the original investment, less any accumulated impairment loss.

The financial report includes from the date of significant influence to the date of loss of

~ 13 ~

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

significant influence; after the adjustments made consistent with the accounting policy of the Company, the Company recognizes the profit and loss and the amount of other comprehensive income of each investment in associates based on the equity ratio. When the equity changes in non- profit or loss and other comprehensive income of an associate does not affect the shareholding ratio of the Company, the Company will recognize all changes in equity as capital reserves according to the shareholding ratio.

Unrealized gains and losses arising from transactions between the Company and associates are recognized in the corporate financial statements only within the scope of non-related party investors’ interests in associates. When the Company shall recognize the loss share of an associate proportionally equal to or exceeds its equity in the associate, it shall stop recognizing the losses, and only within the scope of a legal obligation, a constructive obligation, or a payment made on behalf of the invested company, additional losses and related liabilities shall be recognized.

  • (10) Invest in subsidiaries

When preparing the parent company only financial statements, investment in subsidiaries which are controlled by the Company is accounted for using the equity method. Under the equity method, an investment in a subsidiary is initially recognized at cost and adjusted thereafter to recognize the Company's share of profit or loss and other comprehensive income of the subsidiary as well as the distribution received. The Company also recognized its share in the changes in the equity of subsidiaries.

Changes in a parent’s ownership interest in a subsidiary that do not result in the loss of control are accounted for within equity.

  • (11) Property, plant and equipment

  • A. Recognition and measurement

  • Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses.

  • If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.

  • B. Subsequent cost

Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.

  • C. Depreciation

Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment.

Land is not depreciated.

The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:

property, plant and equipment.
Land is not depreciated.
The estimated useful lives of property, plant
are as follows:
and equipment for current an
(a) Buildings and structures 9 to 50 years
(b) Machinery and equipment 3 to 10 years
(c) Office equipment 3 to 8 years
(d) Leasehold improvements 3 to 8 years
(e) Other equipment 1 to 7 years

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

~ 14 ~

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

(12) Leases

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

  • A. As a lessee

The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

  • (a) fixed payments;

  • (b) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

  • (c) amounts expected to be payable under a residual value guarantee; and

  • (d) payments for purchase or termination options that are reasonably certain to be exercised.

  • The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:

  • (a) there is a change in future lease payments arising from the change in an index or rate;

  • (b) there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee;

  • (c) there is a change in the lease term resulting from a change of its assessment on whether it will exercise an option to purchase the underlying asset;

  • (d) there is a change of its assessment on whether it will exercise a purchase, extension or termination option;

  • (e) there is any lease modification.

When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.

When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Company accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.

The Company presents right-of-use assets and lease liabilities that do not meet the definition of investment property as a separate line item respectively in the statement of financial position. The Company has elected not to recognize right-of-use assets and lease liabilities for office equipment with short-term leases that have a lease term of 12 months or less and leases of low-value assets. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

B. As a lessor

~ 15 ~

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

When the Company acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Company makes an overall assessment of whether the lease transfers to the lessee substantially all the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

When the Company is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Company applies the exemption described above, then it classifies the sub-lease as an operating lease.

If an arrangement contains lease and non-lease components, the Company applies IFRS 15 to allocate the consideration in the contract.

  • (13) Intangible assets

  • A. Recognition and measurement

Expenditure on research activities is recognized in profit or loss as incurred.

Development expenditure is capitalized only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Company intends to, and has sufficient resources to, complete development and to use or sell the asset. Otherwise, it is recognized in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost, less accumulated amortization and any accumulated impairment losses.

Other intangible assets are acquired by the Company and have finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses.

  • B. Subsequent expenditure

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, is recognized in profit or loss as incurred, including internally developed goodwill and brands.

  • C. Amortization

Amortization is calculated over the cost of the asset, less its residual value, and is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use.

The estimated useful lives of intangible assets for current and comparative periods are as follows: (a) Royalty 5 to 30 years

  • (b) Intangible assets internally generated

  • 3 years

Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

  • (14) Impairment of non-derivative financial assets

At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than inventories, contract assets and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable

~ 16 ~

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

amount.

  • (15) Revenue recognition

  • A. Revenue from contracts with customers

Revenue is measured based on the consideration to which the Company expects to be entitled in exchange for transferring goods to a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a good to a customer. The description of main income items is as follows:

  • (a) Sales of goods

The Company recognizes revenue when control of the products has transferred, being when the products are delivered to the customer upon the transaction terms, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Company has objective evidence that all criteria for acceptance have been satisfied.

The Company offers volume discounts to customers. The Company recognizes revenue on the basis of the net amount of the contract price minus the estimated volume discount. The amount of the volume discount is estimated based on the expected value based on past cumulative experience, and revenue is recognized only in the range where there is a high probability that no significant reversal will occur.

  • (16) Employee benefits

  • A. Defined contribution plans

Obligations for contributions of pension to defined contribution plans are expensed as the related service is provided. Prepaid contribution is recognized as an asset to the extent that they will result in a return of cash or a reduction in future payments.

  • B. Defined benefit plans

The Company’s net obligation is calculated by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Company, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings within equity. The Company determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Company recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

  • C. Short-term employee benefits

~ 17 ~

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

  • (17) Income taxes

Income taxes comprise current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes are recognized in profit or loss.

Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received. It is measured using tax rates enacted or substantively enacted at the reporting date. Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reserve, using tax rates enacted or substantively enacted at the reporting date.

Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefits will be realized; such reductions are reversed when the probability of future taxable profits improves. Deferred tax assets and liabilities are offset if the following criteria are met:

  • A. the Company has a legally enforceable right to set off current tax assets against current tax liabilities; and

  • B. the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:

  • (a) The same taxable entity; or

  • (b) Different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

  • (18) Earnings per share

The Company discloses the Company’s basic and diluted earnings per share attributable to ordinary shareholders of the Company. Basic earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding. Diluted earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding after adjustment for the effects of all potentially dilutive ordinary shares.

  • (19) Segment information

The Company discloses the operating segments information in the consolidated financial statements. Therefore, the Company does not disclose such information in the parent company only financial statements.

~ 18 ~

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

5. Significant accounting assumptions and judgments, and major sources of estimation uncertainty

The preparation of the consolidated financial report requires management to make judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates.

The management continues to monitor the accounting estimates and assumptions. The management recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the following period.

Information about uncertainties of the following assumptions and estimates which have significant risks of causing critical adjustments to the carrying amount of assets and liabilities in the next fiscal year and reflected the impact of COVID-19, is as follows:

(1) Valuation of inventories

As inventories are stated at the lower of cost or net realizable value, the Company estimates the net realizable value of inventories for normal loss and unmarketable items at the end of the reporting period and then writes down the cost of inventories to net realizable value. In addition, the Company has also considered the industry characteristics and the liquidity of inventories to assess the loss allowance for slow-moving inventories. The net realizable value of the inventory is mainly determined based on assumptions as to future demand within a specific time horizon. Due to the changes in industrial application technology, there may be significant changes in the net realizable value of inventories.

6. Explanation of significant accounts

  • (1) Cash and cash equivalents
Cash
Checking account
Demand deposits
Time deposits
December 31,
2022
$ 566
716
159,784
201,905
December 31,
2021
399
714
125,336
149,256
$
362,971
275,705

The term of the Company’s time deposits is three months to one year. It is used as a short-term fund that can be converted momentarily for any fund demand, and the risk of value changes is low, so it is classified under cash and cash equivalents. Please refer to Note 6(18) for the exchange rate risk, interest rate risk, and sensitivity analysis of the financial assets and liabilities.

(2) Financial assets measured at fair value through other comprehensive income

Equity instruments measured at fair value through
other comprehensive income:
Foreign non-listed (non-OTC-listed) stocks
-Hukui Biotechnology Corporation (Samoa)
December 31,
2022
$
-
December 31,
2021
-
  • A. Investments in equity instruments measured at fair value through other comprehensive income

The Company designated the investment shown above as equity securities at fair value through other comprehensive income because these equity securities represent those investments that the Company intends to hold for long-term strategic purpose.

The Company did not dispose strategic investments in 2022 and 2021, and the accumulated profits and losses during these periods have not been made for any transfer within the equity.

~ 19 ~

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

B. Please refer to Note 6(19) for information on credit risks and market risks.

C. As of December 31, 2022 and 2021, the aforementioned financial assets were not pledged as long-term loans and financing facilities.

(3) Notes and accounts receivable

Notes receivable
Accounts receivable
Less: Loss allowance
December 31,
2022
$ 246
68,151
(8,152)
December 31,
2021
440
62,802
(14,449)
$
60,245
48,793

The Company applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, accounts receivables have been grouped based on shared credit risk characteristics and the days past due, as well as the incorporated forward-looking information.

The loss allowance provisions for notes and accounts receivable of the series products of circulating tumor cell testing were determined as follows:

Current and less than 30 days past
due
Current and less than 30 days past
due
More than 365 days past due
December 31, 2022
Gross carrying
amount
Weighted-ave
rage loss rate
Loss
allowance
provision
$
26
1.51%
-
December 31, 2021
Gross carrying
amount
Weighted-ave
rage loss rate
Loss
allowance
provision
$ 12
4.22%
-
11,590
100.00%
11,590
$
11,602
11,590
December 31, 2022
Gross carrying
amount
Weighted-ave
rage loss rate
Loss
allowance
provision
$
26
1.51%
-
December 31, 2021
Gross carrying
amount
Weighted-ave
rage loss rate
Loss
allowance
provision
$ 12
4.22%
-
11,590
100.00%
11,590
$
11,602
11,590
December 31, 2022
Gross carrying
amount
Weighted-ave
rage loss rate
Loss
allowance
provision
$
26
1.51%
-
December 31, 2021
Gross carrying
amount
Weighted-ave
rage loss rate
Loss
allowance
provision
$ 12
4.22%
-
11,590
100.00%
11,590
$
11,602
11,590
December 31, 2022
Gross carrying
amount
Weighted-ave
rage loss rate
Loss
allowance
provision
$
26
1.51%
-
December 31, 2021
Gross carrying
amount
Weighted-ave
rage loss rate
Loss
allowance
provision
$ 12
4.22%
-
11,590
100.00%
11,590
$
11,602
11,590
Gross carrying
amount
$ 12
11,590
Weighted-ave
rage loss rate

4.22%
100.00%
$
11,602
11,590

~ 20 ~

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

The loss allowance provisions for notes and accounts receivable for the series products of non-circulating tumor cell testing were determined as follows:

Current and less than 30 days past due
31 to 60 days past due
61 to 90 days past due
91 to 120 days past due
121 to 180 days past due
181 to 365 days past due
More than 365 days past due
Current and less than 30 days past due
31 to 60 days past due
61 to 90 days past due
91 to 120 days past due
121 to 180 days past due
181 to 365 days past due
More than 365 days past due
December 31, 2022 December 31, 2022 December 31, 2022
Loss allowance
provision
539
1,749
474
1,418
1,161
1,899
912
Gross carrying
amount
$ 45,339
12,486
1,888
3,350
2,066
2,330
912
$
68,371
8,152


Loss allowance
provision
149
328
119
288
331
205
1,439
Gross carrying
amount
Weighted-aver
age loss rate
0.35%
6.30%
13.76%
29.15%
43.66%
71.63%
100.00%
$ 42,100
5,206
862
988
759
286
1,439
$
51,640
2,859

The movement in the loss allowance for notes and accounts receivable were as follows:

Balance at January 1
Impairment losses
Irrecoverable amount written-off in the current year
Balance at December 31
2022
$ 14,449
698
(6,995)
2021
13,248
1,201
-
$
8,152
14,449

~ 21 ~

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

As of December 31, 2022 and 2021, the aforementioned financial assets were not pledged as long-term loans and financing facilities.

(4) Other receivables

Other receivables
Other receivables-related parties
ventories
Raw materials and supplies
Semi-finished goods
Work in progress
Finished goods
Merchandise
Testing instruments
December 31,
2022
$ 2,452
-
December 31,
2021
1,566
139
$
2,452
1,705

December 31,
2022
$ 21,973
239,258
6,503
119,329
6,364
2,652

December 31,
2021
24,360
247,335
2,498
126,615
6,466
4,043
$
396,079
411,317
  • (5) Inventories

The components of cost of sales for the years ended December 31, 2022 and 2021 are as follows:

Sales of inventories transferred
Inventory disposal loss
Gain from price recovery of inventory valuation and
obsolescence
Total
2022
$ 163,554
60,016
(13,243)
2021
203,086
60,229
(8,990)

$
210,327

254,325

As of December 31, 2022 and 2021, the inventories were not pledged as collateral.

~ 22 ~

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

(6) Investments accounted for using equity method

The equity method adopted by the Company at the reporting date was as follows:

Subsidiary
Abnova Holding Corporation
Abnova-GmbH (Note)
Associate
Citil Pharma Incorporated
December 31,
2022
$ 97,014
(2,809)
550
December 31,
2021
90,134
(2,809)
495
$
94,755
87,820

Note: The net amount deducted from receivables as of December 31, 2022 and 2021 were listed in other non-current liabilities.

Since Abnova GmbH’s capital equivalent to NT$1,210 (0.2% of the Group’s capital), its total assets were less than 1% of the Group’s total assets, and it had no operating income, the consolidated financial report with this subsidiary had not been prepared.

The Board of Directors of the Company approved the dissolution and liquidation proposal of Abnova GmbH on November 11, 2016, and the dissolution and liquidation was on December 31, 2016, as the base date. The liquidation has not completed by December 31, 2022.

The Company paid an investment of $811,000 on July 9, 2021 and acquired 40% of the shares of Citil Pharma Incorporated, thus obtaining significant influence over the company. Abnova Holding Corporation reduced its capital to compensate deficits and respectively refunded $5,711,000 and $21,675,000 of capital shares in 2022. The legal registration process was completed.

As of December 31, 2022 and 2021, the investment adopting equity method were not pledged as collateral.

Share attributable to the Company:
Net loss from continuing operations
2022
$
(4,336)
2021
(15,210)

For information on the Company’s subsidiaries, please refer to the 2022 consolidated financial statements.

As of December 31, 2022 and 2021, the investment adopting equity method were not pledged as collateral.

~ 23 ~

Abnova (Taiwan) Corporation

Notes to the Financial Statements (Cont.)

(7) Property, plant and equipment

The movements of costs and depreciation of the property, plant and equipment as of and for the years ended December 31, 2022 and 2021 were as follows:

Cost or deemed cost:
Balance at January 1, 2022
Additions
Reclassifications
Disposals
Balance at December 31, 2022
Balance at January 1, 2021
Additions
Reclassifications
Disposals
Balance at December 31, 2021
Depreciation and impairment loss:
Balance at January 1, 2022
Depreciation
Disposals
Balance at December 31, 2022
Balance at January 1, 2021
Depreciation
Disposals
Balance at December 31, 2021
Carrying amount:
December 31, 2022
December 31, 2021
January 1, 2021
Land Buildings
and
structures
Machiner
y and
equipment
Office
equipment
Leasehold
improvem
ents
Other
equipment
Unfinishe
d
constructi
on and
equipment
pending
acceptanc
e
Total
$ 137,911
-
-
-
101,747
-
-
-
183,423
1,390
352
(1,901)
25,922
-
-
(89)
11,386
-
-
-
9,094
-
-
-
992
-
(792)
-
470,475
1,390
(440)
(1,990)
$
137,911
101,747 183,264 25,833 11,386 9,094 200 469,435

$ 137,911
-
-
-

101,747
-
-
-

183,690
338
-
(605)

26,355
-
-
(433)

11,386
-
-
-

8,619
304
388
(217)
1,380
-
(388)
-

471,088
642
-
(1,255)
$
137,911
101,747 183,423 25,922 11,386 9,094 992 470,475

$ -
-
-

23,804
5,997
-

136,025
7,498
(1,901)

25,745
97
(89)

11,384
2
-

8,395
344
-
-
-
-

205,353
13,938
(1,990)
$
-
29,801 141,622 25,753 11,386 8,739 - 217,301
$ -
-
-

17,807
5,997
-

128,427
8,203
(605)

25,880
298
(433)

11,382
2
-

8,289
323
(217)
-
-
-

191,785
14,823
(1,255)
$
-
23,804 136,025 25,745 11,384 8,395 - 205,353
$
137,911

71,946

41,642

80

-

355
200
252,134

$
137,911

77,943

47,398
177 2 699 992
265,122

$
137,911

83,940

55,263
475 4 330 1,380
279,303

~ 24 ~

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

(8) Right-of-use assets

The movements of costs and depreciation of the buildings and structures and transportation equipment rented by the Company were as follows:

Cost:
Balance at January 1, 2022
Additions
Balance at December 31, 2022
Balance at January 1, 2021
Additions
Balance at December 31, 2021
Depreciation:
Balance at January 1, 2022
Depreciation
Balance at December 31, 2022
Balance at January 1, 2021
Depreciation
Balance at December 31, 2021
Carrying amount:
December 31, 2022
December 31, 2021
January 1, 2021
Buildings and
structures
$ 26,600
11,030
Transportati
on
equipment
2,954
-
Total
29,554
11,030
$
37,630
2,954 40,584

$ 24,664
1,936

1,552
1,402

26,216
3,338
$
26,600
2,954 29,554

20,834
6,919

1,942
467

22,776
7,386
$
27,753
2,409 30,162

$ 13,916
6,918

1,361
581

15,277
7,499
$
20,834
1,942 22,776

$
9,877

545

10,422

$
5,766
1,012
6,778

$
10,748

191

10,939

~ 25 ~

Notes to the Financial Statements (Cont.)

Abnova (Taiwan) Corporation

(9) Intangible assets

The movements of costs, amortization and impairment of the intangible assets for the years ended December 31, 2022 and 2021 were as follows:

Development
expenditure
of
monoclonal
antibody
hybridoma
Royalty
Total
Cost:
Balance at January 1, 2022
$ 306,21
75,616
381,826
Internally developed
5,24
-
5,240
Inventories transferred to intangible
assets
6,65
-
6,655
Balance at December 31, 2022
$
318,10
75,616
393,721
Balance at January 1, 2021
$ 299,48
75,512
374,999
Additions
-
104
104
Internally developed
3,42
-
3,424
Inventories transferred to intangible
assets
3,29
-
3,299
Balance at December 31, 2021
$
306,21
75,616
381,826
Amortization and impairment loss:
Balance at January 1, 2022
$ 295,16
19,000
314,167
Amortization
8,33
2,409
10,739
Balance at December 31, 2022
$
303,49
21,409
324,906
Balance at January 1, 2021
$ 287,26
16,594
303,859
Amortization
7,90
2,406
10,308
Balance at December 31, 2021
$
295,16
19,000
314,167
Carrying amount:
Balance at December 31, 2022
$
14,60
54,207
68,815
Balance at December 31, 2021
$
11,04
56,616
67,659
January 1, 2021
$
12,22
58,918
71,140
The amortization expenses of intangible assets for the years ended December 2022 and 2021
were presented in the following items in the statements of comprehensive income:
2022
2021
Operating costs
$ 8,331
7,902
Operating expenses
2,408
2,406
$
10,739
10,308
(10) Lease liabilities
The carrying amount of lease liabilities were as follows:
December 31,
2022
December 31,
2021
Current
$
6,778
6,295
Non-current
$
3,686
560
Royalty **Total **

For the maturity analysis, please refer to Note 6(18) Financial instruments.

~ 26 ~

Abnova (Taiwan) Corporation

Notes to the Financial Statements (Cont.)

The amount recognized in profit or loss were as follows:

e amount recognized in profit or loss were as follows:
2022
2021
Interest on lease liabilities
$
132
186
Expenses relating to short-term leases
$
2,825
2,623
The amount recognized in the statements of cash flows for the Company were as follows:
2022
2021
Total cash outflow for leases
$
10,378
10,273
2022
$
132
2021
186
$
2,825
2,623

A. Buildings and structures leases

The Company leases buildings and structures for its office space for the year ended December 31, 2022, which typically run for a period of three to six years.

  • B. Other leases

The Company leases transportation equipment with contract terms of three years.

  • (11) Employee benefits

  • A. Defined benefit plans

Reconciliation of defined benefit obligation at present value and plan asset at fair value were as follows:

Present value of defined benefit obligations
Fair value of plan assets
Net defined benefit assets
December 31,
2022
$ 5,743
(7,191)
December 31,
2021
5,725
(6,862)
$
(1,448)
(1,137)

The Company makes defined benefit plan contributions to the pension fund account with Bank of Taiwan that provides pensions for employees upon retirement. Plans (covered by the Labor Standards Law) entitle retired employees to receive retirement benefits based on their years of service and average monthly salary for the six months prior to retirement.

The Company received the approval letters from the Department of Labor, Taipei City Government No. 1096017325, No. 1106083461 and No. 1116069618 of May 8, 2020, September 27, 2021 and August 15, 2022, respectively which approved to suspend the appropriation of pension fund from May 2020 to April 2021, from September 2021 to August 2022 and from September 2022 to August 2023.

  • (a) Composition of plan assets

The Company allocates pension funds in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, and such funds are managed by the Bureau of Labor Funds, Ministry of Labor. With regard to the utilization of the funds, minimum earnings shall be no less than the earnings attainable from two-year time deposits with interest rates offered by local banks.

The Company’s Bank of Taiwan labor pension reserve account balance amounted to $7,191,000 as of the reporting date. For information on the utilization of the labor pension fund assets, including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.

  • (b) Movements in present value of defined benefit obligations

The movement in the present value of the defined benefit obligations for the years ended December 31, 2022 and 2021 were as follows:

~ 27 ~

Abnova (Taiwan) Corporation

Notes to the Financial Statements (Cont.)

Defined benefit obligations at January 1
Current service cost and interest cost
Remeasurements loss of net defined benefit
obligations
-Actuarial loss (benefit) arising from
experience adjustments
-Actuarial loss arising from changes in
demographic hypothesis
-Actuarial benefit arising from changes in
financial assumptions
Benefits paid
Defined benefit obligations at December 31
2022
$ 5,725
40
743
-
(530)
(235)
2021
5,977
24

(38)
7

(245)
-
$
5,743
5,725

(c) Movements in fair value of plan assets

The movements in the fair value of the plan assets for the years ended December 31, 2022 and 2021 were as follows:

2022
Fair value of plan assets at January 1
$ (6,862)
Interest income
(48)
Remeasurements loss of net defined benefit
obligations
-Return on plan assets excluding interest income
(516)
Contributions paid by the employer
-
Benefits paid
235
Fair value of plan assets at December 31
$
(7,191)
2022
Fair value of plan assets at January 1
$ (6,862)
Interest income
(48)
Remeasurements loss of net defined benefit
obligations
-Return on plan assets excluding interest income
(516)
Contributions paid by the employer
-
Benefits paid
235
Fair value of plan assets at December 31
$
(7,191)
2021
(6,720)
(27)

(112)
(3)
-
$
(7,191)
(6,862)

(d) Expenses recognized in profit or loss

The expenses recognized in profit or loss for the years ended December 31, 2022 and 2021 were as follows:

2021 were as follows:
Net interest of net defined benefit liabilities (assets)
Operating costs
Operating expenses
2022
$
(8)
2021
(3)

$ (6)
(2)

(2)
(1)
$
(8)
(3)

(e) Actuarial assumptions

The principal actuarial assumptions for determining present value of defined benefit obligations at the reporting date were as follows:

Discount rate
Future salary increase rate
December 31,
2022
1.40%
3.00%
December 31,
2021
0.70%
3.00%

~ 28 ~

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

The expected allocation payment to be made by the Company to the defined benefit plans for the one-year period after the reporting date was $0.

The weighted average lifetime of the defined benefit plans was 12 years.

  • (f) Sensitivity analysis

When calculating the present value of defined benefit obligations, the Company must practice judgments and estimates to determine relevant actuarial assumptions at the balance sheets date, including discount rates and future salary changes. Any changes in actuarial assumptions may cause significant impacts on the amount of defined benefit obligations.

As of December 31, 2022 and 2021, if the actuarial assumptions had changed, the impact on the present value of the defined benefit obligations shall be as follows:

December 31, 2022
Discount rate (0.25% variable)
Future salary increase rate (0.25% variable)
December 31, 2021
Discount rate (0.25% variable)
Future salary increase rate (0.25% variable)
Influences of defined benefit
obligations
Influences of defined benefit
obligations
Increase
(175)
166
(188)
179
Decrease
182
(161)
196
(173)

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions remain constant, would have affected the defined benefit obligation by the amounts shown above. The method used in the sensitivity analysis was consistent with the calculation of net defined benefit liabilities in the balance sheets.

There were no changes in the method and assumptions used in the preparation of sensitivity analysis for 2022 and 2021.

  • B. Defined contribution plans

The Company allocates 6% of each employee’s monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under these defined contribution plans, the Company allocates a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligation.

The pension costs incurred from the contributions to the Bureau of the Labor Insurance amounted to $3,857,000 and $4,245,000 for the years ended December 31, 2022 and 2021, respectively.

~ 29 ~

Abnova (Taiwan) Corporation

Notes to the Financial Statements (Cont.)

(12) Income taxes

A. Tax expense

The components of the income tax in the years 2022 and 2021 were as follows:

2022
2021
Current tax expense
Current period
$ 6,520
7,177
Adjustment for prior periods
(3,646)
-
2,874
7,177
Deferred tax expense
Origination and reversal of temporary differences
17,198
689
Income tax for the continuing operations
$
20,072
7,866
The reconciliation of income tax expenses recognized in other comprehensive income
were as below:
2022
2021
Profit from continuing operations before tax
$
94,915
36,235
Income tax using the Company’s domestic tax rate
$ 18,983
7,247
Nondeductible expenses
9,182
3,044
Tax incentive
(4,447)
(2,425)
Overestimation for prior periods
(3,646)
-
Tax expense
$
20,072
7,866
2022
$ 6,520
(3,646)
2021
7,177
-
2,874
17,198
7,177
689
$
20,072
7,866

$ 18,983
9,182
(4,447)
(3,646)

7,247
3,044
(2,425)
-
$
20,072
7,866

The reconciliation of income tax expenses recognized in other comprehensive income were as below:

B. Deferred tax assets and liabilities

Changes in the amount of deferred tax assets for the years ended December 31, 2022 and 2021 were as follows:

Deferred tax liabilities:
Balance at January 1, 2022
Recognized in profit or loss
Balance at December 31, 2022
Other
$ -
5,804
$
5,804
Deferred tax assets:
Balance at January 1, 2022
Recognized in profit or loss
Balance at December 31, 2022
Balance at January 1, 2021
Recognized in profit or loss
Balance at December 31, 2021
Allowance for
inventory
valuation and
obsolescence
$ 98,406
(2,648)
Other
11,266
(8,746)
Total
109,672
(11,394)
$
95,758
2,520 98,278

$ 100,204
(1,798)

10,157
1,109

110,361
(689)
$
98,406
11,266 109,672

C. Assessment of tax

The Company’s tax returns for the years through 2020 were assessed by the National Taiwan Bureau.

~ 30 ~

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

(13) Capital and other equity

  • A. Ordinary shares

As of December 31, 2022 and 2021, the number of authorized ordinary shares each consisted were $800,000,000. In addition, the issuance of ordinary shares each consisted of 60,554 thousand, with a par value of $10 per share. Payments for all issued shares had been received.

B. Capital surplus

The balances of capital surplus were as follows:

Share premium December 31,
2022
$
474,527
December 31,
2021
474,527

According to the R.O.C. Group Act, capital surplus can only be used to offset a deficit, and only the realized capital surplus can be used to increase the common stock or be distributed as cash dividends. The aforementioned realized capital surplus includes capital surplus resulting from premium on issuance of capital stock and earnings from donated assets received. According to the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, capital increases by transferring capital surplus in excess of par value should not exceed 10% of the total common stock outstanding.

  • C. Retained earnings

The Company’s article of incorporation stipulates that any Company’s profit for the period should first be used to offset the prior years’ deficits (including the adjustments of the unappropriated retained earnings), allocate 10% of the remaining balance as legal reserve, unless such legal reserve has amounted to the paid-in capital, then set aside or reverse a special reserve in accordance with the laws and regulations or competent authorities. The remainder, if any, together with any undistributed retained earnings (including the adjustments of the unappropriated retained earnings) should be proposed earnings distribution by the Company’s Board of Directors. Wherein the distributable dividend and bonus may be paid by cash after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors, and in addition thereto, a report of such distribution shall be submitted to the shareholders’ meeting. Wherein the distributable dividend and bonus may be paid by issuing new shares after a resolution has been adopted in the shareholders’ meeting.

The dividend distribution policy of the Company is to coordinate with the current and future development plans, consider the investment environment, capital needs, and domestic and foreign competition conditions, and take into consideration factors such as shareholders’ interests. The dividends and bonus to shareholders each year shall not be less than 10% of the distributable earnings, but when the accumulated distributable earnings are lower than 3% of the paid-in capital, the distribution may not be done. When distributing dividends and bonus to shareholders, it can be done in the form of cash or stocks, and the cash dividends should not be less than 10% of the total dividends.

  • (a) Legal reserve

When a company incurs no loss, it may, pursuant to a resolution by a shareholders’ meeting, distribute its legal reserve by issuing new shares or by distributing cash, and only the portion of legal reserve which exceeds 25% of capital may be distributed.

~ 31 ~

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

(b) Special reserve

According to the laws and regulations, special earnings shall be set aside from the net reduction of other shareholders’ equity in current-period balance sheets during earnings distribution. Amounts of subsequent reversals pertaining to the net reduction of other shareholders’ equity shall qualify for additional distributions.

(c) Earnings distribution

The amount of cash dividends on the appropriations of earnings for 2021 and 2020 had been approved during the board meetings on March 16, 2022 and March 30, 2021, respectively. The relevant dividend distributions to shareholders were as follows:

Dividends distributed to ordinary
shareholders:
Cash
2021
Amount per
share
Amount
$ 0.46
27,855
2020
Amount per
share
Amount
0.6
36,332
2020
Amount per
share
Amount
0.6
36,332
Amount per
share
Amount per
share
$ 0.46 0.6

The amount of dividends on the appropriation of earnings for 2022 had been approved during the board meetings on February 24, 2023. The distribution to shareholders was as follows:

2022
Amount per share
Dividends distributed to ordinary shareholders:
Cash
$ 0.80
Other equity interest
Exchange differences
on translation of
foreign financial
statements
Unrealized gains
(losses) from
financial assets
measured at fair
value through other
comprehensive
income
Balance at January 1, 2022
$ (11,178)
20,407
Exchange differences on foreign
operations
4,216
-
Share of unrealized gains and losses
from financial assets measured at
fair value through other
comprehensive income in
subsidiaries accounted for using
equity method
-
28,730
Effect on equity of disposal of
subsidiaries
-
(54,082)
Balance at December 31, 2022
$
(6,962)
(4,945)
2022 2022 2022 Amount
48,443
Total
9,229
4,216
28,730
(54,082)
Amount per share
(11,907)

D. Other equity interest

~ 32 ~

Abnova (Taiwan) Corporation

Notes to the Financial Statements (Cont.)

Balance at January 1, 2021
Exchange differences on foreign
operations
Share of unrealized gains and losses
from financial assets measured at
fair value through other
comprehensive income in
subsidiaries accounted for using
equity method
Balance at December 31, 2021
Exchange differences
on translation of
foreign financial
statements
Unrealized gains
(losses) from
financial assets
measured at fair
value through other
comprehensive
income
9,062
-
11,345
20,407
Total
992
(3,108)
11,345
$ (8,070)
(3,108)
-
$
(11,178)
9,229

(14) Earnings per share

A. Basic earnings per share

The basic earnings per share of the Company in 2022 and 2021 were calculated based on the net profit attributable to the ordinary shareholders of the Company according to the weighted average number of ordinary shares outstanding. The calculations were as follows:

  • (a) Profit attributable to ordinary shareholders of the Company
2022
Profit attributable to ordinary shareholders of the
Company
$
74,843
Weighted average number of ordinary shares (in thousands)
2022
Weighted average number of ordinary shares at
December 31 (in thousands)
(the number of shares at January 1)
60,554
2022
$
74,843
2021

28,369


2021

60,554

(b) Weighted average number of ordinary shares (in thousands)

B. Diluted earnings per share

The diluted earnings per share in 2022 and 2021 were calculated based on the net profit attributable to the ordinary shareholders of the Company according to the weighted average number of ordinary shares outstanding after all potential ordinary shares adjusted to be diluted. The calculations were as follows:

(a) Profit attributable to ordinary shareholders of the Company (diluted)

Profit attributable to ordinary shareholders of the
Company (diluted)
2022
$
74,843
2021

28,369

(b) Weighted average number of ordinary shares (diluted) (in thousands)

Weighted average number of ordinary shares (basic)
Effect of employee share remuneration
Weighted average number of ordinary shares at
December 31
(diluted)
2022
60,554
110
2021

60,554

44
60,664
60,598

~ 33 ~

Abnova (Taiwan) Corporation

Notes to the Financial Statements (Cont.)

(15) Revenue from contracts with customers

A. Details of revenue

Primary geographical markets:
America
Europe
Taiwan
Other country
Main product/service line:
Monoclonal antibody
Matched antibody
Protein
Polyclonal antibody
Testing instruments
Other
2022
$ 196,828
112,624
29,325
71,543
2021
191,317
113,684
68,694
76,688
$
410,320

450,383

$ 132,754
93,223
66,825
30,701
(1,908)
88,725


125,093
145,983
56,338
33,179
15,403
74,387
$
410,320

450,383

B. Contract balances

Notes and accounts receivable
Less: Loss allowance
Total
Contract liabilities
December 31,
2022
$ 68,397
(8,152)
December 31,
2021
63,242
(14,449)
January 1,
2021
59,873
(13,248)
$
60,245
48,793
46,625

$
2,622

2,638



2,269

For details on accounts receivable and its loss allowance, please refer to note 6(3). The balance of contract liabilities at January 1, 2022 and 2021 recognized as revenue for the years 2022 and 2021 were $864,000 and $359,000, respectively.

~ 34 ~

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

(16) Remuneration to employees and directors

The Company’s articles of incorporation, which were authorized by the Board of Directors but has yet to be approved by the shareholders, require that earnings shall first be offset against any deficit, then, a minimum of 1% will be distributed as employee remuneration, and a maximum of 3% will be allocated as remuneration to directors. Employees who are entitled to receive the abovementioned employee remuneration, in share or cash, include the employees of the Company’s subsidiaries who meet requirements set by the Board of Directors. The aforesaid remuneration to directors shall be distributed in cash only.

For the years ended December 31, 2022 and 2021, the Company recognized its employee remuneration amounting to $4,179,000 and $1,511,000 respectively; as well as its remuneration to directors and supervisors amounting to $795,000 and $287,000, respectively. These amounts were calculated by using the Company’s pre-tax net profit for the period before deducting the amounts of the remuneration to employees and directors and supervisors, multiplied by the distribution of ratio of the remuneration to employees and directors and supervisors based on the Company’s articles of incorporation, and expensed under operating costs or expenses. If any discrepancy occurred between the actual distributions and the accrued amount for the following year, it shall be treated as a change in accounting estimates, and the difference shall be recognized as profit or loss for the next year. Related information would be available at the Market Observation Post System website. The amounts, as stated in the financial statements are identical to those of the actual distributions for 2022 and 2021.

  • (17) Non-operating income and expenses

A. Interest income

The details of interest income were as follows:

distributions for 2022 and 2021.
n-operating income and expenses
A. Interest income
The details of interest income were as follows:
Interest income from bank deposits
B. Other income
The details of other income were as follows:
Other income-other
C. Other gains and losses
The details of other gains and losses were as follows:
Foreign exchange gains (losses)
D. Finance cost
The details of finance cost were as follows:
Other finance expenses
2022
$
3,463
2021
395

2022
$
800
2021
2,407
2022
$
26,053

2021
(8,221)

2022
$
132

2021
186

~ 35 ~

Abnova (Taiwan) Corporation

Notes to the Financial Statements (Cont.)

  • (18) Financial instruments

  • A. Credit risk

  • (a) Credit risk exposure

The carrying amount of financial assets represents the maximum amount exposed to credit risk.

  • (b) Concentration of credit risk

Except for the biggest customers, the Company has no significant credit risk exposure to any single counterparty or any group of counterparties with similar characteristics. As of December 31, 2022 and 2021, 31% and 17%, respectively, of accounts receivable were concentrated on the biggest customer, and 69% and 83%, respectively, of accounts receivable were concentrated on other counterparties’ transactions.

  • (c) Receivables and debt securities

For credit risk exposure of notes and accounts receivable, please refer to Note 6(3). Other financial assets measured at amortized cost, including other receivables are with low credit risk and which loss allowance for the period is measured by the twelve-month expected credit loss amount. As of December 31, 2022, the Company had no impairment on other receivables.

  • B. Liquidity risk

The following table shows the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements.

December 31, 2022
Non-derivative
financial liabilities
Accounts payable
Other payables
Lease liabilities
Other financial
liabilities
December 31, 2021
Non-derivative
financial liabilities
Accounts payable
Other payables
Lease liabilities
Other financial
liabilities
Carrying
amount
Contractua
lcash flow
Within 1
**year **
1to 2years 2to 5 years Over 5
years
$ 14,995
36,541
10,464
4,555
14,995
36,541
10,725

4,555
14,995
36,541
6,914

4,555
-
-
3,811

-
-
-
-
-
-
-
-
-

$
66,555



66,816



63,005


3,811

-
-

$ 11,480
33,048
6,855
22,439


11,480
33,048
6,937

22,439


11,480
33,048
6,366

22,439


-
-
571

-

-
-
-
-
-
-
-
-

$
73,822



73,904



73,333


571

-
-

The Company does not expect the cash flows included in the maturity analysis to occur significantly earlier or at significantly different amounts.

~ 36 ~

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

C. Currency risk

(a) Exposure to foreign currency risk

The Company’s significant exposure to foreign currency risk was as follows:

December 31, 2022

December 31, 2022
Financial assets
Monetary items
USD
EUR
GBP
JPY
Non-monetary
items
USD
EUR
JPY
Financial liabilities
Monetary items
USD
EUR
JPY
Financial assets
Monetary items
USD
EUR
GBP
Non-monetary
items
USD
EUR
JPY
CNY
Foreign
currency (in
thousands)
$ 11,533
676
186
14,659
3,177
(86)
24,011
333
106
4,426
Exchange rate
USD:TWD 30.71
EUR:TWD 32.72
GBP:TWD 37.09
JPY:TWD 0.2324
USD:TWD 30.71
EUR:TWD 32.72
JPY:USD 0.2324
USD:TWD 30.71
EUR:TWD 32.72
JPY:TWD 0.2324
December 31, 2021
New Taiwan
Dollars
354,194
22,132
6,906
3,407
97,564
(2,809)
5,604
10,211
3,463
1,029
New Taiwan
Dollars
257,053
25,991
5,230
91,843
(2,809)
8,074
60,075
Foreign
currency (in
thousands)
$ 9,287
830
140
3,307
(90)
33,526
13,833
Exchange rate
USD:TWD 27.68
EUR:TWD 31.32
GBP:TWD 37.30
USD:TWD 27.680
EUR:TWD 31.32
JPY:USD 0.0087
CNY:USD 0.1569

~ 37 ~

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

Financial liabilities
Monetary items
USD
EUR
December 31, 2021 New Taiwan
Dollars
9,331
3,066
Foreign
currency (in
thousands)
337
98
Exchange rate
USD:TWD 27.68
EUR:TWD 31.32


  • (b) Sensitivity analysis

  • The Company’s monetary items of exposure to foreign currency risk arises from the conversion of the foreign currency exchange gains and losses on cash and cash equivalents, accounts and other receivables, accounts and other payables and financial assets measured at fair value through other comprehensive income that are denominated in foreign currency. A strengthening (weakening) of 1% of the NTD against the USD as of December 31, 2022 and 2021 would have increased (decreased) the net profit after tax by $2,975,000 and $2,206,000, respectively.

  • Since the Company transacts in different functional currencies, the information on foreign exchange gains (losses) on monetary items is disclosed by total amount. For the years ended December 31, 2022 and 2021, the foreign exchange gains (losses) (including realized and unrealized portions) amounted to $26,053,000 and $(8,221,000), respectively.

  • D. Interest rate analysis

  • Please refer to the notes on liquidity risk management and interest rate exposure of the Company’s financial assets and liabilities.

  • The following sensitivity analysis is based on the exposure to the interest rate risk of derivative and non-derivative financial instruments on the reporting date. Regarding assets with variable interest rates, the analysis is based on the assumption that the amount of assets outstanding at the reporting date was outstanding throughout the year. The rate of change is expressed as the interest rate increases or decreases by 1% when reporting to the management internally, which also represents the Company management’s assessment of the reasonably possible interest rate change.

If the interest rate had increased or decreased by 1% basis points, the Company’s net income would have increased or decreased by $1,598,000 and $1,253,000 for the years ended December 31, 2022 and 2021, assuming all other variable factors remain constant. This is mainly due to the Company’s deposits and investments in floating variable rates.

  • E. Fair value of financial instruments

  • (a) Fair value hierarchy

The Company’s financial assets at fair value through other comprehensive income are measured at fair value on a recurring basis. The carrying amount and fair value of financial assets and liabilities, including the information on fair value hierarchy were as follows; however, except as described in the following paragraphs, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value and lease liabilities, disclosure of fair value information is not required:

~ 38 ~

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

Financial assets measured at fair value
through other comprehensive
income
Unquoted equity instruments measured
at fair value
Financial assets measured at
amortized cost
Cash and cash equivalents
Notes and accounts receivable
Other receivables
Other financial assets
Guarantee deposits paid (as Other
non-current assets)
Subtotal
Total
Financial liabilities measured at
amortized cost
Accounts payable
Other payables
Other financial liabilities (as Other
current liabilities)
Lease liabilities
Total
Financial assets measured at fair value
through other comprehensive
income
Unquoted equity instruments measured
at fair value
Financial assets measured at
amortized cost
Cash and cash equivalents
Notes and accounts receivable
Other receivables
Other financial assets
Guarantee deposits paid (as Other
non-current assets)
Subtotal
Total
December 31, 2022 December 31, 2022 December 31, 2022
Carrying
amount

$ -
Fair value Total
-
Level 1
-
Level 2
-
Level 3
-
362,971
60,245
2,452
849
2,581
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

429,098
- - - -
$
429,098
- - - -

$ 14,995
36,541
4,555
10,464
-
-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
$
66,555
- - - -
December 31, 2021
Carrying
amount

$ -
Fair value Total
-
Level 1
-
Level 2
-
Level 3
-
275,705
48,793
1,705
545
2,535
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

329,283
- - - -
$
329,283
- - - -

~ 39 ~

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

Financial liabilities measured at
amortized cost
Accounts payable
Other payables
Other financial liabilities (as Other
current liabilities)
Lease liabilities
Total
December 31, 2021 December 31, 2021 December 31, 2021
Carrying
amount
$ 11,480
33,048
22,439
6,855
Fair value Total
-
-
-
-
Level 1
-
-

-
-
Level 2
-
-
-
-
Level 3
-
-
-
-
$
73,822
- - - -
  • (b) Valuation techniques for financial instruments measured at fair value

  • (2.1) Non-derivative financial instruments

The fair values of financial instruments other than those in an active market are acquired through valuation technique or referring to quotations from counterparties. The fair value acquired through valuation technique can refer to the current fair value of other financial instruments with substantial conditions and similar characteristics, discounted cash flow method or other valuation techniques.

  • (19) Financial risk management

  • A. Overview

The Company have exposures to the following risks from its financial instruments:

  • (a) Credit risk

  • (b) Liquidity risk

  • (c) Market risk

The following likewise discusses the Company’s objectives, policies and processes for measuring and managing the abovementioned risks. For more disclosures about the quantitative effects of these risk exposures, please refer to the respective notes in the accompanying financial statements.

  • B. Risk management framework

The Board of Directors is fully responsible for the development and control of the risk management policy of the Company, which its establishment is to identify and analyze the risks faced by the Company, set adequate risk limits and controls and supervise the risks and compliance with risk limits. Risk management policies and systems are regularly reviewed to reflect changes in market conditions and operations of the Company. The Company develops a disciplined and constructive control environment through training, management principles and operating procedures so that all employees understand their roles and responsibilities.

The Board of Directors oversees how the managements supervision is in compliance with the Company’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Company is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, and reports the reviews to the Board of Directors.

C. Credit risk

Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. A credit policy of the Company is

~ 40 ~

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

stipulated internally to assess the credit quality of customers through the internal risk controls of considering their financial conditions, past experience and other factors, and periodically monitor the use of credit lines. The main credit risk arises principally from cash and cash equivalents, deposits in banks and financial institutions and outstanding accounts receivable from customers’ sales. The credit quality of the financial institutions that the Company contacts is stable, and deals with multiple institutions to diversify credit risks. The possibility of default is expected to be very low. The maximum amount of exposure to credit risk on the balance sheet date is the carrying amount of cash and deposits in banks.

  • D. Liquidity risk

Cash flow forecasts are summarized by the Company’s finance department. The management regularly monitors rolling forecasts of working capital needs to ensure sufficient funds to cover daily operating activities and appropriate financial flexibility to maintain a balance between funding continuity and agility.

  • E. Market risk

  • Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, and equity prices that will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

  • (a) Currency risk

The Company operates transnationally, so it is subject to currency risks arising from transactions that are relatively different from the functional currency of the Company and its subsidiaries, mainly the US dollar and Euro. The related currency risk arises from future commercial transactions, assets and liabilities recognized and net investments in foreign operating institutions.

The management of the Company has established a policy, managing currency risk arises from future commercial transactions and assets and liabilities recognized, and based on the principal of natural hedging, the Company considers the funding needs and net positions in the Company and its subsidiaries’ currency to hedge risks in accordance with market foreign exchange conditions. Currency risks arise when future commercial transactions and assets or liabilities recognized are denominated in a foreign currency that is not the Company’s functional currency.

  • (b) Interest rate risk

The measures taken by the Company to respond to the risk of interest rate changes are mainly to regularly assess loan interest rates from banks and each currency and maintain good relationships with financial institutions to obtain lower financing costs, meanwhile practice methods such as strengthening working capital management to reduce the dependence on bank loans and diversify the risk of interest rate changes.

  • (20) Capital management

The goal of the Company’s capital management is to ensure for continuing operating, maintain an optimal capital structure to reduce capital costs, and provide remuneration to shareholders. The Company achieves the goal of capital management through monitoring whether the capital position is sufficient to meet the debt repayments.

~ 41 ~

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

7. Related-party transactions

(1) Names of related parties and their relationships

The transactions between the Company and subsidiaries and other related parties within the period of this financial report were as follows:

Name of related party Relationship with the Company Abnova-GmbH Subsidiary of the Company Abnova Holding Corporation Subsidiary of the Company Abnova (Cayman) Corporation Subsidiary indirectly owned by the Company Citil Pharma Corporation Subsidiary indirectly owned by the Company Wellconn Genomics (Cayman) Subsidiary indirectly owned by the Company Corporation Abnova (HK) Limited Subsidiary indirectly owned by the Company Abnova Diagnostics Subsidiary indirectly owned by the Company Wellconn Genomics (HK) Limited Subsidiary indirectly owned by the Company Katoku Subsidiary indirectly owned by the Company Citil Pharma Incorporated Associate of the Company Wellconn Genomics Other related party

(2) Significant transactions with related parties

  • A. Operating revenue

The significant sales amount of the Company to related parties were as follows:

Associate
Other related party
2022
$ -
-
2021
696
974
1,670
$
-

The sales between the Company and its associates have no other counterparty for comparison but is negotiated. The collection period is one to four months, and the receivables between the related parties have not collateral.

B. Receivables from related parties

Receivables from related parties were as follows:

Account
Other receivables
Relationship
Subsidiary
December 31,
2022
$
December 31,
2021
139

~ 42 ~

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

  • C. Loans to related parties
Related parties
Abnova-GmbH
Less: Investment additions accounted for using equity
method
Other non-current liabilities
December 31,
2022
$ 2,283
(2,809)
$
(526)
December 31,
2021
2,185

(2,809)



(624)
  • (a) The Company did not charge interest for the above-mentioned transactions of loans to related parties.

  • (b) The Company’s maximum limit of fund lent to related parties in 2022 and 2021 were both $5,000,000.

  • D. Other

  • (a) The Company entrusted other related parties to provide cell testing services. Since there was no similar type of transaction for reference, the transaction price and payment terms were agreed according to the contract signed by both parties. The commissioned research expenses (as R&D expenses) in 2022 and 2021 were $1,575,000 and $1,740,000, respectively.

  • (b) The Company signed an office leasing contract with other related parties, which will be renewed every year after the expiration. The leasing price was negotiated by both parties, and the Company collects rent on a monthly basis according to the contract. The rent income in 2022 and 2021 was both $648,000.

  • (c) The Company increased the cash capital to Citil Pharma Incorporated with a total amount of $811,000 on July 9, 2021.

  • (d) The Company recognized other income from subsidiaries amounting $1,745,000 in 2021.

  • (e) The Company temporarily received a capital refund of $18,911,000 for the capital reduction to subsidiaries and accounted to non-current liabilities, and the legal registration process was completed in 2022.

  • (3) Key management personnel transaction

Key management personnel compensation comprised:

Short-term employee benefits
dged assets
The carrying values of pledged assets were as follows:
Pledged assets
Object
Short-term employee benefits
dged assets
The carrying values of pledged assets were as follows:
Pledged assets
Object
2022
$
9,606
December 31,
2022
$ 849
2,581
2021

7,976


December 31,
2021
545
2,535
3,080
Other current financial assets
Other financial assets-
non-current
Customs duty pledged, Forward
exchange transactions guarantee
Guarantee deposits paid

$
3,430

8. Pledged assets

~ 43 ~

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

9. Commitments and contingencies

The Company’s significant contractual commitments were as follows:

The Company and Louisiana State University of the United States signed an exclusive license for CHP technology on September 20, 2018, and the first payment was paid in 2018. Since the follow-up payments of the above contract must meet the requirements of conditions stipulated in the contract and the outcome obtained, whether and when it will be paid are uncertain. The Company’s contractual commitments for the acquisition of intangible assets that were not recognized in 2021 and 2021 were $33,320,000 and $30,033,000, respectively. In addition, the Company paid the maintenance fee on an annual basis according to the contract, and paid royalty after the income was generated.

10. Losses due to major disasters : None.

11. Subsequent events : None.

12. Other

The employee benefits, depreciation, and amortization expenses categorized by function, were as follows:

follows:
By function
By item
2022 2021
Operating cost Operating
expenses
Total Operating cost Operating
expenses
Total
Employee benefits
Salaries and wages
Labor and health insurance
Pension
Remuneration to directors
Other
Depreciation expenses
Amortization expenses
36,480
3,977
1,983
-
1,854
8,037
8,331
45,568
3,695
1,866
2,835
1,756
13,287
2,408
82,048
7,672
3,849
2,835
3,610
21,324
10,739
37,726
4,189
2,109
-
1,938
8,755
7,902
47,896
4,309
2,133
2,327
1,977
13,567
2,406
85,622
8,498
4,242
2,327
3,915
22,322
10,308

The complementary information on the number of employees and employee benefits for the years ended December 31, 2022 and 2021 was as follows:

Number of employees
Number of non-employee directors
Average employee benefits
Average salaries and wages
Adjustments of average salaries and wages
Remuneration to supervisors
2022
110
2021
124
6 6
$
934
867
$
789
726
8.68%
$
-
4.76%
-

The remuneration policy (including directors, managers and employees) is as follows:

  • (1) Directors

  • A. Remuneration to directors is paid monthly in accordance with the Company’s Articles of Incorporation, and is allocated according to the annual income and the ratio specified in the Articles of Incorporation. The appropriation is reviewed by the Remuneration Committee and reported to the shareholders’ meeting after resolved by the Board of Directors.

  • B. According to Article 24 of the Company’s Articles of Incorporation, remuneration to directors are not more than 3% of the current year net profit (the profit refers to the profit before tax deducting the distribution of remunerations to employees and directors). When allocating the net profits, including the adjustments of unappropriated retained earnings, for each fiscal year, the Company shall first offset its losses in previous years. The aforesaid directors’ remuneration shall be paid in cash only.

According to Article 25 of the Articles of Incorporation, the Company’s directors may be paid traveling expenses on a case-by-case basis, and the amount is authorized to the Board of Directors to

~ 44 ~

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

determine in accordance with the general standards in the industry.

According to Article 26 of the Articles of Incorporation, the Company’s directors may be paid remuneration monthly, and the amount is authorized to the Board of Directors to determine in accordance with the general standards in the industry. Remuneration to independent directors may be set a reasonable amount different from general directors.

  • (2) Managers

The rule of remuneration to managers (including salary, bonus and employee remuneration) is based on the regulations of the Company, and salary and bonus are reviewed by the Remuneration Committee and approved by the Board of Directors. The appropriation of employee remuneration is reviewed by the Remuneration Committee and reported to the shareholders’ meeting after resolved by the Board of Directors according to the annual income and the ratio specified in the Articles of Incorporation.

  • (3) Employees

  • A. Assess by the appointment of position, education, work ability, experience and professional knowledge and skills.

  • B. According to Article 24 of the Company’s Articles of Incorporation, remuneration to employees is not more than 1% of the current year net profit (the profit refers to the profit before tax deducting the distribution of remunerations to employees and directors). When allocating the net profits, including the adjustments of unappropriated retained earnings, for each fiscal year, the Company shall first offset its losses in previous years. Employees who are entitled to receive the abovementioned employee remuneration, in share or cash, include the employees of the Company’s subsidiaries who meet requirements set by the Board of Directors.

  • (4) The Company’s remuneration policy is regularly reviewed by the Remuneration Committee. In addition to evaluating the Company’s overall operating performance, future industry operating risks and development trends, and peer industry conditions, the remuneration policy sets reasonable remuneration with reference to the personal performance and contribution of directors and managers to the Company, and is reviewed in due time depending on the actual operating conditions and laws and regulations.

13. Other disclosures

  • (1) Information on significant transactions

The following is the information on significant transactions required by the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” for the Company:

A. Loans to other parties :

A. Loans to other parties: A. Loans to other parties: A. Loans to other parties: A. Loans to other parties: A. Loans to other parties: A. Loans to other parties: A. Loans to other parties: A. Loans to other parties: A. Loans to other parties: A. Loans to other parties: A. Loans to other parties: A. Loans to other parties: A. Loans to other parties:
(Expressed in Thousands of New Taiwan Dollars)
Numb
er
Name of
lender
Name of
borrower
Account
name

Related
party

Highest
balance of
financing
to other
parties
during the
period


Ending
balance
Actual
usage
amount
during the
period

Range
of
interest
rates
during
the
period

Natur
e of
financ
ing
Transacti
on
amount
for
business
between
two
parties
Reasons for
short-term
financing

Allowance
for bad
debt
Amount

Collateral
Individual
funding
loan limits
Maximum
limit of
fund
financing
Name Value
0 Abnova
(Taiwan)
Corporation
Abnova-G
mbH
Other
receivabl
es-
related
party
Yes 5,000
5,000

2,283

-
2 - Operating
turnover for
insufficient
working
capital
- - 129,199
516,797
  • Note 1 : The numbers filled in were as follows:

  • The Company is ‘0’.

  • The investee companies are numbered in order starting from ‘1’.

  • Note 2 : Financing purpose:

  • ‘1’ for entities the Company has business transactions with.

  • ‘2’ for entities that have short-term financing needs.

  • Note 3 : Limit of fund financing:

  • The total amount available for financing purposes shall not exceed 40% of the Company’s net worth in the latest financial statements.

  • The individual financing amount to one entity shall not exceed 10% of the Company’s net worth in the latest financial statements.

~ 45 ~

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

  • B. Guarantees and endorsements for other parties: None.

  • C. Securities held as of December 31, 2022 (excluding investment in subsidiaries, associates and joint ventures):

Guarantees and endorsements for other parties: None.
Securities held as of December 31, 2022 (excluding investment in subsidiaries, associates and
oint ventures):
Guarantees and endorsements for other parties: None.
Securities held as of December 31, 2022 (excluding investment in subsidiaries, associates and
oint ventures):
Guarantees and endorsements for other parties: None.
Securities held as of December 31, 2022 (excluding investment in subsidiaries, associates and
oint ventures):
Guarantees and endorsements for other parties: None.
Securities held as of December 31, 2022 (excluding investment in subsidiaries, associates and
oint ventures):
Guarantees and endorsements for other parties: None.
Securities held as of December 31, 2022 (excluding investment in subsidiaries, associates and
oint ventures):
Guarantees and endorsements for other parties: None.
Securities held as of December 31, 2022 (excluding investment in subsidiaries, associates and
oint ventures):
Guarantees and endorsements for other parties: None.
Securities held as of December 31, 2022 (excluding investment in subsidiaries, associates and
oint ventures):
Guarantees and endorsements for other parties: None.
Securities held as of December 31, 2022 (excluding investment in subsidiaries, associates and
oint ventures):
Guarantees and endorsements for other parties: None.
Securities held as of December 31, 2022 (excluding investment in subsidiaries, associates and
oint ventures):
(Expressed in Thousands of New Taiwan Dollars per Share)
Name of
holder
Category and name of security Relationship
with company
Account name Ending balance Note
Shares Carrying
amount
Percentage
of ownership


Fair value
The
Company

Hukui Biotechnology
Corporation (Samoa)
- Financial assets measured
at fair value through other
comprehensiveincome
50,000
-
1.32%
-
  • D. Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20% of the capital stock: None.

  • E. Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None.

  • F. Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None.

  • G. Related-party transactions for purchases and sales with amounts exceeding the lower of NT$100 million or 20% of the capital stock: None.

  • H. Receivables from related parties with amounts exceeding the lower of NT$100 million or 20% of the capital stock: None.

  • I. Trading in derivative instruments: None.

  • (2) Information on investees (excluding information on investees in Mainland China):

The following is the information on investees for the years ended December 31, 2022

(Expressed in Thousands of New Taiwan Dollars per Share)

Name of investor Name of investee Location Main businesses
and products
Original investment
amount
Original investment
amount
Balance as of December 31, 2022 Balance as of December 31, 2022 Balance as of December 31, 2022 Net income
(loss) of
investee
Investment
profit (loss)
recognized by
investor

Note
December
31, 2022
December
31, 2021
Shares Percentage
of
ownership

Carrying
amount
The Company


Abnova Holding
Corporation


Abnova (Cayman)
Corporation

Wellconn Genomics
(Cayman)
Corporation
Abnova GmbH
(Note 4)
Abnova Holding
Corporation
Citil Pharma
Incorporated
Abnova (Cayman)
Corporation
Citil Pharma
Corporation (Note
5)
Wellconn
Genomics
(Cayman)
Corporation (Note
5)
Abnova (HK)
Limited
Abnova
Diagnostics

Wellconn
Genomics (HK)
Limited(Note 5)
Germany
British
Virgin
Islands
America
Cayman
Islands
Cayman
Islands
Cayman
Islands
Hong Kong
Japan
Hong Kong
Distribution of
biological products
Investment business
R&D of cell
therapy technology
Investment business
Investment business
Investment business
Investment business
R&D,
manufacturing and
sales of medical
device, etc., testing
services
Investment business
818
80,921
888
80,000
-
-
51,286
20,916
-

818

107,946

888

80,000
1,843
25,182

51,286

20,916
25,182
(Note 3)

52,700

2,890,000

2,605,000

-

-

1,670,000

1,800,000

-
100.00%

100.00%

40.00%

100.00%
-
%
-
%

100.00%

100.00%
-
%

(2,809)

97,014

550

96,913

-

-

90,423

5,604

-

-

(4,336)

-

(4,283)
-
-

(1,898)

(2,155)
-
-

(4,336)
-

(4,283)
-
-

(1,898)

(2,155)
-
Subsidiar
y


Associate
Second-ti
er
subsidiar
y






Note 1 : The original investment amount of investees was calculated at USD1:TWD30.71 of December 31, 2022.

Note 2 : The original investment amount of investees was calculated at JPY1:TWD0.2324 of December 31, 2022. Note 3 : The investee is a limited company with no shares issued.

  • Note 4 : The investee is a subsidiary of the Company, and the net amount after deducting its receivables was listed in “Other non-current liabilities”. Note 5 : The investee was liquidated in 2022.

~ 46 ~

Abnova (Taiwan) Corporation Notes to the Financial Statements (Cont.)

  • (3) Information on investment in Mainland China:

A. Information on investment in Mainland China:

(Expressed in Thousands of New Taiwan Dollars)

Name of
investee
Main
businesses
and products
Total
amount of
paid-in
capital
Method
of
investme
nt
(Note 1)
Accumulated
outflow of
investment
from Taiwan
as of January
1, 2022
Investment flows Investment flows Accumulated
outflow of
investment from
Taiwan as of
December 31,
2022

Net income
(loss) of
investee
Percentage of
ownership

Investment
profit (loss)
recognized by
investor

**Book value **
Accumulate
d remittance
of earnings
in current
period
Outflow Inflow
Abnova
Diagnostics
(Dongguan)
Limited (Note
4)(Note 5)
R&D,
manufacturing
and sales of
medical device
44,962 (1) 44,962
-
- - (1,847)
-
%

(1,847)

-
-

B. Limitation on investment in Mainland China:

Accumulated Investment in
Mainland China as of December
31, 2022

Investment Amounts
Authorized by Investment
Commission, MOEA
Upper Limit on
Investment
(Note 6)
- - 775,196

Note 1 : Investment methods are classified into the following two categories:

  1. Remit investment to Mainland China through a third region.

  2. Reinvest in Mainland China through an investee in Mainland China.

Note 2 : The basis for recognition of investment profit and loss is based on the financial statements of the investee audited by accountants or prepared by the

company.

Note 3 : The exchange rate on the financial statement date is converted into New Taiwan Dollars.

Note 4 : The paid-in capital of the investee was CNY10,200,000 calculated at CNY1:TWD4.408 of December 31, 2022.

Note 5 : Abnova Diagnostics (Dongguan) Limited had been sold in 2022. Please refer to Note 6(4) for the related information.

Note 6 : The limit is based on 60% of the net worth.

C. Significant transactions:

The significant inter-company transactions with the subsidiary in Mainland China, which were eliminated in the preparation of financial statements, are disclosed in “Information on significant transactions”.

  • (4) Major shareholders:

Unit: Shares

Shareholding
Shareholder’s name
Shares Percentage
Huang Wilber 3,651,144 6.02%

14. Segment information

Please refer to the 2022 consolidated financial statements.

~ 47 ~

Abnova (Taiwan) Corporation Statement of cash and cash equivalents December 31, 2022 (Expressed in Thousands of New Taiwan Dollars)

Item Description Amount
$ 566
716
16,695
143,089
201,905
Cash
Cash in banks
Total
Petty cash
Checking account
Demand deposits
Foreign demand deposits (USD3,879,000 and
EUR416,000, etc.)
Time deposits (USD5,500,000 and
NTD33,000,000)

$
362,971

Statement of accounts receivable

Item Description Amount
$ 20,626
6,952
5,902
3,804
3,700
27,167
(8,152)
Note
Non-related party
Client A
Client B
Client C
Client D
Client E
Other
Less: Loss allowance
Total
The amount of each item
does not exceed 5% of the
account balance.
$
59,999

~ 48 ~

Abnova (Taiwan) Corporation Statement of inventories December 31, 2022

(Expressed in Thousands of New Taiwan Dollars)

**Item ** Amount
Cost
Net realizable
value
$ 60,253
21,973
600,608
239,258
6,503
6,503
189,195
119,329
9,243
2,652
9,066
6,364
Amount
Cost
Net realizable
value
$ 60,253
21,973
600,608
239,258
6,503
6,503
189,195
119,329
9,243
2,652
9,066
6,364
Amount
Cost
Net realizable
value
$ 60,253
21,973
600,608
239,258
6,503
6,503
189,195
119,329
9,243
2,652
9,066
6,364
Note
Cost
$ 60,253
600,608
6,503
189,195
9,243
9,066
Raw materials and supplies
Semi-finished goods
Work in progress
Finished goods
Testing instruments
Merchandise inventory
Subtotal
Less: Allowance for inventory
valuation and impairment loss
874,868
(478,789)
396,079

$
396,079

~ 49 ~

Abnova (Taiwan) Corporation

Statement of movements in non-current financial assets measured at fair value through other comprehensive income For the year ended December 31, 2022

(Expressed in Thousands of New Taiwan Dollars)

Name
Hukui Biotechnology
Corporation (Samoa)
Beginning balance
Shares
Fair value
50,000 $
-
Beginning balance
Shares
Fair value
50,000 $
-
Acquisition
Shares
Amount
-
-
Acquisition
Shares
Amount
-
-
Acquisition
Shares
Amount
-
-
Disposal
Shares
Amount
-
-
Disposal
Shares
Amount
-
-
Disposal
Shares
Amount
-
-
Ending balance
Shares
Fair value
50,000
-
Ending balance
Shares
Fair value
50,000
-
Ending balance
Shares
Fair value
50,000
-
Collateral Note
Shares Shares Shares Shares
50,000 - - 50,000

~ 50 ~

Abnova (Taiwan) Corporation Statement of movements in investments accounted for using equity method For the year ended December 31, 2022

(Expressed in Thousands of New Taiwan Dollars)

Name
Abnova Holding
Corporation
Citil Pharma Incorporated
Balance at January 1
Shares
Amount
70,300 $ 90,134
2,890,000
495
$
90,629
Balance at January 1
Shares
Amount
70,300 $ 90,134
2,890,000
495
$
90,629
Acquisition
Shares
Amount
-
34,267
-
55
34,322
Acquisition
Shares
Amount
-
34,267
-
55
34,322
Acquisition
Shares
Amount
-
34,267
-
55
34,322
Disposal
Shares
Amount

17,600
27,387
-
-
27,387
Disposal
Shares
Amount

17,600
27,387
-
-
27,387
Disposal
Shares
Amount

17,600
27,387
-
-
27,387
Balance at December 31
Shares
Percentag
e of
ownershi
p
Amount

52,700
100.00%
97,014
2,890,000
40.00%
550
97,564
Balance at December 31
Shares
Percentag
e of
ownershi
p
Amount

52,700
100.00%
97,014
2,890,000
40.00%
550
97,564
Balance at December 31
Shares
Percentag
e of
ownershi
p
Amount

52,700
100.00%
97,014
2,890,000
40.00%
550
97,564
Balance at December 31
Shares
Percentag
e of
ownershi
p
Amount

52,700
100.00%
97,014
2,890,000
40.00%
550
97,564
Market value or net
assets value
Unit price
Total
amount

1.84
97,014
0.00019
550
97,564
Market value or net
assets value
Unit price
Total
amount

1.84
97,014
0.00019
550
97,564
Market value or net
assets value
Unit price
Total
amount

1.84
97,014
0.00019
550
97,564
Collateral
None
"
Note
Shares Shares

17,600
-
Shares

52,700
2,890,000
Percentag
e of
ownershi
p

100.00%

40.00%
Unit price

1.84
0.00019
-
-
$
90,629
34,322 27,387 97,564 97,564

~ 51 ~

Abnova (Taiwan) Corporation Statement of accounts payable December 31, 2022

(Expressed in Thousands of New Taiwan Dollars)

Name Description Amount
$ 935
922
795
12,343
Amount
$ 935
922
795
12,343
Company A
Company B
Company C
Other
Total
Item

$
14,995
Salaries and wages payable
Labor and health insurance
and pension payable
Other
Total
Salaries and wages, overtime pay and bonus
Accrued labor and health insurance and pension
payable
Accrued expenses payables
$
36,541

~ 52 ~

Abnova (Taiwan) Corporation Statement of operating costs For the year ended December 31, 2022

(Expressed in Thousands of New Taiwan Dollars)

Item
Raw materials and supplies, beginning of year
Add: Materials purchased
Less: Inventory, end of year
Scrapped raw materials and supplies
Transferred to expenses
Transferred to intangible assets
Transferred to other expenses
Supplies consumed
Direct labor
Manufacturing expenses
Manufacturing cost
Add: Work in process, beginning of year
Semi-finished goods, beginning of year
Materials purchased
Less: Work in process, end of year
Semi-finished goods, end of year
Scrapped semi-finished goods
Transferred to expenses
Transferred to other expenses
Cost of finished goods
Add: Finished goods, beginning of year
Testing instruments, beginning of year
Merchandise inventory, beginning of year
Inventory purchased
Less: Finished goods, end of year
Testing instruments, end of year
Merchandise inventory, end of year
Transferred to expenses
Transferred to other expenses
Scrapped finished goods
Scrapped merchandise inventory
Cost of inventory sold
Inventory disposal loss
Gain from price recovery of inventory valuation
and obsolescence
Total operating costs
Amount
Subtotal
Total
$ 60,108
32,864
(60,253)
(1,175)
(1,241)
(6,655)
(2,147)
21,501
11,597
85,028
118,126
2,498
625,560
5,121
(6,503)
(600,608)
(48,119)
(129)
(4,042)
91,904
196,657
9,790
8,737
80,264
(189,195)
(9,243)
(9,066)
(79)
(5,493)
(10,536)
(186)
163,554
60,016
(13,243)
$
210,327
Amount
Subtotal
Total
$ 60,108
32,864
(60,253)
(1,175)
(1,241)
(6,655)
(2,147)
21,501
11,597
85,028
118,126
2,498
625,560
5,121
(6,503)
(600,608)
(48,119)
(129)
(4,042)
91,904
196,657
9,790
8,737
80,264
(189,195)
(9,243)
(9,066)
(79)
(5,493)
(10,536)
(186)
163,554
60,016
(13,243)
$
210,327
Amount
Subtotal
Total
$ 60,108
32,864
(60,253)
(1,175)
(1,241)
(6,655)
(2,147)
21,501
11,597
85,028
118,126
2,498
625,560
5,121
(6,503)
(600,608)
(48,119)
(129)
(4,042)
91,904
196,657
9,790
8,737
80,264
(189,195)
(9,243)
(9,066)
(79)
(5,493)
(10,536)
(186)
163,554
60,016
(13,243)
$
210,327
118,126
2,498
625,560
5,121
(6,503)
(600,608)
(48,119)
(129)
(4,042)
91,904
196,657
9,790
8,737
80,264
(189,195)
(9,243)
(9,066)
(79)
(5,493)
(10,536)
(186)
163,554
60,016
(13,243)

$
210,327

~ 53 ~

Abnova (Taiwan) Corporation Statement of marketing expenses For the year ended December 31, 2022

(Expressed in Thousands of New Taiwan Dollars)

Item Description Amount
$ 11,731
12,497
2,518
4,660
8,943
Note
Salaries and wages
Freight
Advertisement expenses
Packing expenses
Other expenses
Salaries and wages,
overtime pay and bonus

Each amount does not
exceed 5% of the account
balance.

$
40,349

Statement of administrative expenses

Item Description Amount
$ 21,923
2,040
5,326
2,101
9,749
Note
Salaries and wages
Remuneration to
directors and supervisors
Services expenses
Miscellaneous expenses
Other expenses
Salaries and wages,
overtime pay and bonus


Each amount does not
exceed 5% of the account
balance.

$
41,139

~ 54 ~

Abnova (Taiwan) Corporation Statement of research and development expenses For the year ended December 31, 2022

(Expressed in Thousands of New Taiwan Dollars)

Item Description Amount
$ 9,289
10,630
4,652
11,792
2,408
9,969
Note
Salaries and wages
Materials for R&D
Experiment expenses
Depreciation
Amortization
Other expenses
Salaries and wages,
overtime pay and bonus

Each amount does not
exceed 5% of the account
balance.

$
48,740

~ 55 ~