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AWEA Annual Report 2022

Aug 14, 2023

51853_rns_2023-08-14_da1f03c5-a4d6-42bf-b50d-1e8a9248318f.pdf

Annual Report

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Stock Code: 1530

==> picture [387 x 141] intentionally omitted <==

AWEA Mechantronic Co., Ltd.

2022 ANNUAL REPORT

Date of Issuance: 17May 2023 This annual report is accessible on: http://mops.twse.com.tw/

1. The name, title, telephone number and email address of the spokesperson and acting spokesperson

Spokesperson: Hsu Hongbin Title: Finance Division Manager Tel: (03)5885191*61700

E-Mail:[email protected]

Acting Spokesperson: Lin Honghong Title: Chief of the General Management Office Tel:(03)5885191*61801

E-Mail:[email protected]

2. Addresses and telephone numbers of the Headquarter, Branches and Plant

Headquarter:No. 629, Shuichetou Sec., Guanpu Rd., Xinpu Township, Hsinchu County 305, Taiwan Tel: (03)5885191

Taichung Branch: No. 15, Keyuan 2nd Rd., Xitun Dist., Taichung City 407, Taiwan Tel:(04)24629698

Hsinchu Plant: No. 629, Shuichetou Sec., Guanpu Rd., Xinpu Township, Hsinchu County 305, Taiwan Tel:(03)5885191

Zhongke Plant: No. 15, Keyuan 2nd Rd., Xitun Dist., Taichung City 407, Taiwan Tel:(04)24629698

Chiayi Branch: No. 21, Dapumeiyuanqu 5th Rd., Dalin Township, Chiayi County 622, Taiwan Tel:(05)2953699

3. Stock Transfer Agent

Name: Taishin General Securities Co., Ltd. Stock Affairs Agency Department

Tel:(02)25048125 Address: B1F., No. 96, Sec. 1, Jianguo N. Rd., Zhongshan Dist., Taipei City Website:https://www.tssco.com.tw

4. The latest annual financial report signed by accountant, and indicated accounting

office, address, website and telephone number

Name of accountant: Chen Guiduan & Yi Changyun Accounting Office: EnWise CPAs & Co.

Address: 9F.-1, No. 130, Taiyuan N. Rd., North Dist., Taichung City Tel: (04)22966234

Website:http://www.enwise.com.tw

5. The name of the trading place where overseas securities are listed and traded; and

the way to check about the overseas securities information: not applicable

6. Corporate Website :http://www.awea.com

Contents

I. Letter to Shareholders
1
II. Company Profile
6
1 Date of Incorporation
6
2 Addresses and telephone numbers of the head office, branch offices and plants 6
3 Company History
6
III. Corporate Governance Report
11
1 Organization
11
2 Information regarding board of directors, supervisors, president, vice president, associates, heads of
departments and branches
13
3 Implementation of Corporate Governance
25
4 Information Regarding Accountant Fees
39
5 Information Regarding Change of Accountants
39
6 The Employment of the Company’s Chairman, General Manager, Financial or Accounting Manager
with the Firm of the Auditing CPA or Its Affiliated Businesses in the Past Year
39
7 Particulars about Changes in Shareholding and Equity Pledge of Directors, Supervisors, Managers and
Shareholders Holding More Than 10% of the Company's Shares in the Past Year and as of the Date of
Publication of the Annual Report
39
8 Information regarding relationships among the Top Ten Shareholders
41
9 The number of shares held by the board of directors, supervisors, managers, and directly or indirectly
controlled by the company in the same reinvested enterprise shall be combined to calculate the
comprehensive shareholding ratio
42
IV. Capital Overview
43
1 Capital and Shares 43
2 Corporate Bonds (including oversea ones)
48
3 Preferred Shares
48
4 Overseas Depositary Receipts
48
5 Employee Stock Options
48
6 Issuance of New Shares for Acquisition or Exchange of Other Companies’Shares
48
7 Financing Plans and Implementation
48
V. Operations Profile
49
1 Business Activities
49
2 Market and Sales Overview
61
3 The number of employees employed in the last two years, the average years of service, average age and
educational background distribution ratio
66
4 Environmental Expenditure Information
66
5 Labor Relations
67
6 Important Contracts
68
VI. Financial Profile
69
1 Condensed Balance Sheet and Income Statement in the Past Five Years
69
2 Financial Analysis in the Past Five Years
73
3 Review Report of Audit Committee on the Latest Financial Report
77
4 Financial Statements for the Last Year
78
5 Latest Consolidated Financial Statements of the Parent Company and Subsidiaries Audited and
Certified by CPAs
142
6 If the company and affiliated companies have financial difficulties in the last year and as of the date of
publication of the annual report, its impact on the company's financial status
220
VII. Review and Analysis of Financial Status and Business Results and Risk Management
220
1 Financial Status
220
2 Financial Performance
221
3 Cash Flow
222
4 Impact of Major Capital Expenditure in the Past Year on the Financial Status
222
5 Re-investment Policy in the Past Year, the Main Reason for Its Profit or Loss, the Improvement Plan
and Investment Plan in the Next Year
222
6 Analysis and Assessment of Risk Issues in the Past Year and as of the Date of Publication of the Annual
Report
222
7 Other important matters
226
VIII. Special Disclosure
227
1 Information about the company’s Affiliates
227
2 Private Securities in the Past Year and as of the Date of Publication of the Annual Report, the date and
amount approved by the shareholder meeting or the board of directors, the basis and rationality of the
price setting, the method chosen by a specific person, and the necessary reasons for private placement
should be disclosed
230
3 Holding or Disposal of the Company’s Shares by Affiliates in the Past Year and as of the Date of
Publication of the Annual Report
230
4 Other necessary supplementary notes
230
IX. Matters in the Past Year and as of the Date of Publication of the Annual Report which have a
Substantial Impact on Owner’s Equity or Security Price as Stipulated in Item 2, Paragraph 2 of Article 36
of the Securities Exchange Law
230

I. Letter to Shareholders

1. 2022Business Results Report

  • 1.1 Revenue Perspective[:] Our company's net operating revenue for the fiscal year 2022 was NT$2,283,658 thousand. Compared with the net operating revenue of NT$2,492,430 thousand in 2021, the net operating revenue in 2022 decreased by NT$208,772 thousand, a decline of 8.38%.

  • 1.2 Profit or Loss Perspective:Our company's net profit before tax for the fiscal year 2022 was NT$439,857 thousand, which increased by NT$258,128 thousand, a growth of 142.04% compared to the net profit before tax of NT$181,729 thousand for the fiscal year 2021. The net profit after tax for the fiscal year 2022 was NT$354,143 thousand (NT$3.67 per share), which increased by NT$223,283 thousand, a growth of 170.63% compared to the net profit after tax of NT$130,860 thousand (NT$1.35 per share) for the fiscal year 2021.

  • 1.3 The comparison of the net income for the years 2022 and 2021 is as follows: (Individual)

Unit:In Thousands of New Taiwan Dollars

Unit:I n Thousands of New Taiwan Dollars
Item 2022 2021 Surplus (Deficit)
Amount
Surplus
(Deficit) %
Net Operating Revenue 2,283,658 2,492,430 (208,772) (8.38%)
Operating Expenses (1,825,556) (2,077,984) (252,428) (12.15%)
Operating Margin 458,102 414,446 43,656 10.53%
Unrealized Profit on
Intercompany Sales
(4,904) 3,502 (8,406) (240.03%)
Net Operating Profit 212,519 139,903 72,616 51.90%
Net Profit before Tax 439,857 181,729 258,128 142.04%
Net Profit after Tax 354,143 130,860 223,283 170.63%

(Consolidated)

(Consolidated)
Item 2022 2021 Surplus (Deficit)
Amount
Surplus
(Deficit) %
Net Operating Revenue 3,100,517 3,630,956 (530,439) (14.61%)
Operating Expenses (2,432,617) (2,951,020) (518,403) (17.57%)
Operating Margin 667,900 679,936 (12,036) (1.77%)
Unrealized Profit on
Intercompany Sales
(4,900) 1,924 (6,824) (354.68%)
Net Operating Profit 298,225 266,199 32,026 12.03%
Net Profit before Tax 459,788 237,800 221,988 93.35%
Net Profit after Tax 349,287 122,033 227,254 186.22%
Attributable toParent Company 354,143 130,860 223,283 170.63%
  • 1.4 2022 Budget implementation and the financial income and expenditure are as follows:[:] As per the Applicable Public Company Rule for Financial Forecast Information by Public Companies, the Company is not obligated to disclose its financial forecast information for the year 2022. Therefore, there is no information available on the implementation of the budget for the year 2022.

1.5 Breakthrough in Business Management[:]

(1) Product Development Breakthrough

  • Awea optimizes itself toward such features as larger scale, multification, five-axle, high-speed and intelligence:

  • (a)The high-speed five-axle aisle machining center AG and RG families fulfill the machining demand at five-axle and high-speed in mold/aviation industries.

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  • (b)Diversified horizontal/horizontal five-axle machining center family fulfills the mass production line requiring machines.

  • (c)Complete Bridge type of maching centerseries of models fit with Awea-made high-speed embedded main axle, thereby fulfilling our customers’ need for module machining process.

  • (d)MEGA5 series of superior-performed large five-axle machining center fulfills the need of high-speed and high-precision machining in aviation industry.

  • (e)FCV800S milling and turning compound machining center series fulfill our customers’ need of multi-machining process.

  • (f)Complete Bridge type of maching center series of models integrated into new generation of attached head series improve performance and function to the utmost and provide more options for our customers.

  • (g)Large Bridge type of maching center model integrated into Awea-made full automatic allin-one head fulfills customers’ machining need at different angles.

  • (h)Large moving-pillar machining center’s MVP series, extra-large ground moving-beam machining center’s MCP series and brand-new moving-pillar & moving-beam MVCP models fulfill customers’ machining need of larger scope, longer travel and convenience.

  • (i)Brand new long-travel high-speed aluminum milling machining center provides extra high speed milling feeding and fulfills customers’ need of milling aluminum materials at high speed.

  • (j)The release of brand-new intelligent information control system, AiLINC, facilitates its machines to upgrade to be intelligent machine and bridge intelligent manufacture.

  • (2) Breakthrough in Production and Sales Layout

  • (a)Increase in sales of niche products and an increase in the proportion of gantry crane exports.

  • (b)Breakthrough in sales volume in mature markets such as Italy, Germany, North America, and Turkey.

  • (c)Expansion of new markets such as Eastern Europe, Northern Europe, ASEAN, and India.

  • (d)Successful development and launch of new products - new large gantry cranes and integration of Euro-standard supplementary heads.

  • (e)Provide a diverse selection of controllers and ensuring speedy delivery.

  • (3) Breakthrough in Company Management Improvement

  • (a)Establishing corporate culture to enhance corporate competitiveness.

  • (b)Effectively managing accounts receivable and inventory balances.

  • (c)Promoting lean production to control costs and enhance product competitiveness.

  • (d)Reasonable use of management expenses to reduce unnecessary expenditures.

2. 2023 Business Plan Overview

  • 2.1 2023 Business strategy

  • (1)Market strategy: Utilize information platforms to establish a complete marketing document and sales system. Coordinate different regional agents to support each other in machine sales, reduce inventory levels, and increase delivery speed. Use the group image to complement domestic and international exhibitions, promote the market and reduce sales resistance.

    • (a) Domestic sales:

      • i. Establish the group's high-quality brand image to increase product market share.

      • ii. Strongly promote product lines such as horizontal machining centers, gantry machining centers, and 5-axis machines, etc.

      • iii. Shorten delivery time for order scheduling and increase flexibility in competitive order-taking.

(b) Export:

  • i. Expand the sales of gantry machines, modular shipping design maximizes container space utilization, reduces costs, and increases competitiveness.

  • ii. Expansion of new markets such as Southeast Asia - India, Vietnam, Northern Europe, Eastern Europe, etc., which are listed as annual key tasks.

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  - iii. Expand existing markets with different attribute agents to increase market share: the United States, Europe, etc.

  - iv. Improve the sales organization and human resources to strengthen the ability to identify and capitalize on emerging market trends.
  • (c) China:Effectively utilize the production capacity of the Phase II factory and expand employee recruitment to enhance the production capacity of fighter aircraft models; continuously strengthen the order-taking and production capabilities of larger equipment to improve overall profitability.

    • i. Focus on mass production models, expand localized procurement of parts, reduce costs, and enhance market competitiveness.

    • ii. Improve the localized production efficiency of large gantry-type milling machines and five-axis machining centers, and develop localized additional functions to enhance product added value and profitability.

    • iii. Expand professional technical capabilities in integrating automated production lines to enhance sales competitiveness.

    • iv. Continuously expand market share in key industries such as semiconductors, new energy, and aerospace.

    • v. Expand sales of imported equipment to cope with the impact of the COVID-19 pandemic on local production efficiency and prepare early response strategies.

  • (2)Sales Strategy: Strengthening the recognition of agents and customers with the company.

  • (a)Highlighting the advantages of industrialized processing of machine models, catering to the development trends of industries such as aerospace, wind power, etc.

  • (b)Continuously strengthening product lines such as vertical and horizontal machines, gantry machines, and five-axis machines.

  • (c)Providing intelligent product features to help users enhance their production management capabilities.

  • (d)Establishing a mechanism for managing currency exchange risks, such as pricing in New Taiwan Dollars or sharing responsibility for currency exchange risks.

  • (e)Providing options for customized turnkey solutions to increase business opportunities.

  • (3)Management Strategy: Reduce error rates and improve work quality.

  • (a)Cost Management: Standardize and simplify processes; optimize resources and implement job training.

  • (b)Reach&Development Cost: Reduce design error rates, simplify and modularize design, and improve product cost-effectiveness.

  • (c)Production Cost: Lean production; get it right the first time.

  • (d)Sales Cost: Improve order quality and reduce error rate costs.

  • (e)Service Cost: Promptly respond to customer needs and proactively prevent recurring defects.

(f)Shipping Cost: Optimize packaging methods, reduce land and sea transportation costs, and improve the overall competitiveness of products.

(g)Capital Cost: Effectively plan the use of funds and minimize unnecessary expenditures.

(h)Self-Management: Strive for simplicity and efficiency and continue to enhance capabilities.

2.2 2023 Sales targets

In the fiscal year 2023, we aim to sell 130 units of gantry machines and 420 units of C-type

machines.

3. Production and Marketing policies

Important Long-term Strategic Objectives:

  • 3.1 Continuously diversify the market: Diversifying the market is advantageous in avoiding the risk of market concentration, and is a long-term policy established for the company to promote its stable development.

  • 3.2 Enhance customer satisfaction through service: Maintenance service is an important aspect of

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maintaining customers. A good maintenance and service system can lead to repeat orders. In the future, we will strive to achieve the goal of fast service and affordable maintenance.

  • 3.3 Develop products based on market demands: Strengthen interaction and understanding with the market, develop products based on market demands, and increase the company's market share.

4. The future development of our company is affected by external competitive, regulatory, and macroeconomic environments. The following unfavorable factors affect our future development:

  • 4.1 The volatile exchange rate of the Taiwanese dollar affects order placement and production costs, which has an adverse impact on operations.

  • 4.2 Inflexible labor laws and regulations in Taiwan can lead to labor-management conflicts, resulting in increased operating costs and unfavorable industry development.

5. Future development strategies for the company

  • 5.1 Marketing Strategy:

  • (a)Adjust sales market share and strategy in response to the impact of COVID-19, the U.S.China trade war, and inflation.

  • (b)Showcase the advantages of the company's products in the aerospace and wind power green energy industries to expand industry supply and market share.

  • (c)Allocate more resources to develop the area of intelligent products that are increasingly evident in conjunction with Industry 4.0.

  • (d)Integrate and develop various five-axis application technologies to expand the sales market for five-axis machines.

  • (e)Actively improve various high-end five-axis products to meet the needs of the dynamic fiveaxis machine market.

  • (f)Actively expanding our international market and integrating exhibition, sales, service, and maintenance locations.

  • (g)Actively recruit talents and engage in industry-academia collaboration to cultivate our company's long-term competitive edge.

  • (h)Utilize information tools and platforms to integrate trade shows, advertisements, and public relations materials to strengthen marketing channels.

  • 5.2 Procurement Strategy

  • (a)Strengthen the supply chain linkages to reduce the lead time for raw material delivery and decrease inventory holding costs, thereby enhancing delivery speed and agility.

  • (b)Collective purchasing and negotiations, conduct regular supplier evaluations, enforce ISO standards for assessing product quality, lead time, and price, and provide support to suppliers to enhance their competitiveness and in turn improve the competitiveness of our company.

  • 5.3 Product Development Direction

  • (a)Develop new-generation products in line with national industrial policies such as green energy, wind power, and national defense, in preparation for future competitive advantages.

  • (b)Establish a complete product line and collaborate with GOODWAY Machine Cor. parent company to develop expertise in milling and lathe processes technologies.

  • (c)Research and develop high-value-added new products, such as gantry cranes with moving columns and stationary beams, gantry cranes with moving columns and moving beams, high-efficiency production machines, high-speed five-axis machines, and horizontal boring machines.

  • (d)Deepen the development of high-tech level intelligent and automated new products.

  • (e)Actively promote aerospace machining products in line with the world's aerospace industry development trends.

  • (f)Develop new-generation products that align with the global trend of energy-saving, carbon reduction, and green manufacturing.

  • 5.4 Production Strategy Layout:

  • (a)Increase self-sufficiency rate, strengthen precision processing equipment and independent assembly capability to improve product quality.

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  • (b)The construction of the DabouMei Phase II factory will enhance the production capacity of small vertical machining centers and achieve rapid supply capabilities.

  • (c)The Wujiang Phase II factory has entered mass production, and key precision components are supported by the parent company to increase production capacity in China.

After two years since the outbreak of the COVID-19 pandemic in 2022, the world is now facing the normalization of the pandemic, coupled with challenges such as material shortages, labor shortages, port congestion, and skyrocketing freight costs. In 2023, the post-pandemic era is marked by high global inflation, with the expectation that the Federal Reserve will raise interest rates to curb inflation, which will inevitably suppress global capital expenditures and indirectly affect the recovery of the machine tool industry. Fortunately, since the fourth quarter of 2022, global economies have gradually lifted strict pandemic controls, and major economies have released signals of partial economic activity recovery in the first quarter of 2023, which is a glimmer of hope in the current challenging industrial environment. We hope that this glimmer of hope will continue and usher in the dawn of global economic recovery.

Our Awea management team has always been diligent and prepared for all-round challenges. With your continuous support as shareholders, we believe that we have the confidence to overcome various adverse internal and external factors and enable the company to continue stable growth in the unfavorable business environment, as a way to reward your trust in the Awea management team. Once again, we thank all shareholders for their support and recognition, and wishing everyone good health and all the best!

AWEA MECHANTRONIC CO. LTD. Chief Executive Officer:Cheng-Jyun Yang

Chairman: De-Hua Yang Chief Executive Officer:Cheng-Jyun Yang Accounting Supervisor: Hong-Bin Hsu

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II. Company Profile

1 Date of Incorporation

Head Office:Approval of establishment registration on July 16, 1986.

Taichung Branch Office: Approval of establishment registration on May 16, 2007. Chiayi Branch Office: Approval of establishment registration on December 25, 2017

2 Addresses and telephone numbers of the head office, branch offices and plants

Head Office:No. 629, Shuichetou Sec., Guanpu Rd., Xinpu Township, Hsinchu County 305, Taiwan Tel: (03)5885191

Taichung Branch Office: No. 15, Keyuan 2nd Rd., Xitun Dist., Taichung City 407, Taiwan Tel:(04)24629698

Hsinchu Plant: No. 629, Shuichetou Sec., Guanpu Rd., Xinpu Township, Hsinchu County 305, Taiwan Tel:(03)5885191

Taichung Science Park Plant: No. 15, Keyuan 2nd Rd., Xitun Dist., Taichung City 407, Taiwan Tel:(04)24629698

Chiayi Branch Office: No. 21, Dapumeiyuanqu 5th Rd., Dalin Township, Chiayi County 622, Taiwan Tel:(05)2953699

3 Milestone

  • 1986 Established at Yanghsiiwo, Hukou Township, Hsinchu County, Taiwan Province on July 1, with a capital of NT$4.4 million.

  • 1987 Increased capital to NT$14.21 million. ‧ VMC won the “Excellent Design Award” from TAITRA

  • 1988 Started to export the products. ‧ Developed P-type gantry vertical machining center in November,

  • 1989 The capital was increased to NT$112.3 million, and the factory was moved to the current location in Xinpu Town, Hsinchu County in September

  • ‧ Won the "Excellent Brand Award" from TAITRA

  • ‧ FMV won the "Excellent Design Award" from TAITRA

  • 1990 Increased capital to NT$179.94 million ‧ Developed PM type moving column gantry vertical machining center in June.

  • ‧ The LS type moving column CO2 laser cutting machine was completed in October.

  • ‧ The P-type gantry vertical machining center won the excellent work award in the competition of “Research and Development Innovative Product” held by Taiwan Machinery Association.

  • ‧ The LS type moving column CO2 laser cutting machine won the excellent award in the competition of “Research and Development New Product” held by the Taiwan Machinery Association.

  • 1991 The first phase of the factory was completed on February 2[nd] . ‧ Completed PL type fixed column gantry CO2 laser cutting machine.

  • 1992 Cooperated with TRE Corporation in Japan to develop the MMA-type moving column gantry vertical machining center, and won the excellent work award in the competition of “Research and Development Innovative Product” held by the Taiwan Machinery Association.

  • ‧ Completed PL type fixed column CO2 laser cutting machine.

6

1993 ‧ Developed the SP-type gantry vertical machining center in April.
‧Developedthe PMT type moving column gantry vertical turning and milling
machining center in May.
1994 ‧ SP type gantry vertical machining center won the “Taiwan Excellence Award”.
‧ Launched VP1050 small gantry vertical machining center in September.
‧Acquired subsidiesof the Industrial Bureau (leading new product development
plan) to started the development of HVC-type large-scale gantry five-sided
machining center.
1995 ‧ In March, VP-1050 gantry vertical machining center won the Excellent Work
Award in the competition of “Research and Development Innovative Product” held
by the Taiwan Machinery Association.
‧ In September, Launched LP type gantry type vertical machining center.
‧ In September, the VP and SP gantry type vertical machining centers obtained the
British “AMTRI” (CE) certification.
‧ In December, completed the establishment of the 1,000m2 factory (Plant D).
1996 ‧ VP1050 gantry vertical machining center won the “Taiwan Excellence Award”.
‧ Set up “Integrity, Mutual Benefit, Refinement, Harmony" as the company's business
philosophy.
‧ In October, the Quality Assurance System passed the German TUV RHEINLAND
ISO 9001 certification.
‧ In December, launched VP1509/VP2012 small gantry vertical machining center.
1997 ‧In February, "LP type machining center" won the "Innovation Research Award" for
SMEs from the Ministry of Economic Affairs.
‧ In March, the "VP-type machining center" won the Special Award of “Research and
Development Innovative Product” in the 5th Machine Tool Competition" held by
the Taiwan Machinery Association.
‧ In June, obtained approval by the Securities and Futures Commission of the
Ministry of Finance for public offering of stocks.
‧In August, increased capital to NT$302.02 million.
1998 ‧InApril, "VP2012 Machining Center" won the "National Product Image Award".
‧ In June, Increased capital to NT$381.7 million.
‧ On September 19th, Obtained the “National Award of Outstanding SMEs” for
SMEs.
‧ In September, completed the construction of A1/A2 Plant.
‧ In November, obtained ISO14001 certification.
‧ In December, obtained the trademark of “BRIDGE BRINGS PERFORMANCE”.
‧ On December 29, the stock was officially listed in OTC, with an underwriting price
of NT$36.
1999 ‧ In February, invested in the establishment of “Baiwei Development Co., Ltd.”,
holding 99.99% of the shares.
‧ In March, obtained subsidies of the leading new product development plan from the
Industrial Development Bureau, MOEA to assist in the development of RV-type
high-speed cutting machining center.
‧ In July, increased capital to NT$423.11 million.
‧InAugust “VB, LP Gantry Vertical Machining Center” obtained British "AMTRI"
(CE) certification.
‧InDecember, LP Gantry Vertical Machining Center won the “Taiwan Excellence
Award”.
2000 ‧ In July, increase capital to NT$466.68 million.
‧ On September 11, the stock listed on the OTC was transferred to the IPO.
‧ In September, obtained the "Industrial Technology Development Award" from the
Ministry of Economic Affairs (MOEA).

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‧ The "additional head positioning device" has obtained patents in China and Taiwan.
‧ Completed the development of the leading new product "Gantry Vertical High
Speed Machining Center" subsided by the Industry Development Bureau.
2001 ‧ Developed a series of small vertical machining centers, rented a new factory in
Taichung, and officially started production in November.
‧ Completed the large (6M×5M) crane moving column machining center.
‧ In March, "Puwei Technology Co., Ltd." was established to develop electronic
production equipment through international cooperation. ODM completed the first
two PCB drilling sample machines.
‧In March, "Shanghai Zhuwei Electromechanical Co., Ltd." was established through
the third place and rented a factory in Qingpu Industrial Zone, Shanghai. It started
operation in November, greatly enhancing the service and business capabilities in
mainland China.
2002 ‧ In August, 16,701 square meters of adjacent agricultural land in Xinpu was changed
to industrial land.
‧ In August, "Dawei Electromechanical (Suzhou) Co., Ltd." was established in
Suzhou Xiangcheng Economic Development Zone through the third place.
‧ Completed the planning of horizontal models and the development of prototypes.
‧ The large-scale crane moving column machining center was successfully launched
into the market, and one of the working ranges was listed as the first created
14M×5M domestically.
2003 ‧ In March, the gantry five-axis machining center won the special award of the
“Research and Development Innovation Product Competition”.
‧ In August, obtained approval to set up a branch office in the Science and
Technology Industrial Park in Taichung.
2005 ‧In March, the BL on-floor boring type CNC horizontal machining center was
officially launched into the market, and won the excellent work award in the
“Research and Development Innovative Product Competition”.
‧ On June 30, the affiliated company "Puwei Technology Co., Ltd." applied to
suspend operations due to the lack of investment benefits.
‧ In September, obtained the subsidies of the leading new product development plan
from the Industrial Development Bureau to assist the development of “CNC
Horizontal Integrated Machining Center”.
2006 ‧ On January 25th, the first domestic unsecured convertible corporate bond was issued
and traded in OTC.
‧ In February, consulted with Japan's Toyota Machinery Co., Ltd. on the cooperation
in production, sales and product development.
‧ On April 25th, the plant in Taichung Science Park held a groundbreaking ceremony.
The leased area is 25,000 square meters, and the building area is 23,837 square
meters.
2007 ‧In March, the newly developed five-axis processing machine F99U won the
Excellent Work Award in the “Research and Development Innovative Product
Competition”.
‧ In April, the company's domestic first unsecured convertible corporate bonds have
been fully converted into ordinary shares, divided into 5,756,926 shares.
‧In May, obtained approval of the establishment and registration of the branch office
in the Science and Technology Industrial Park in Taichung.
‧ In October, the plant in the Science and Technology Industrial Park in Taichung
was officially put into production.

8

2008 ‧ On March 8th, the industrial, official and academic friends as well as domestic and
foreign agents and suppliers were invited to the official opening ceremony of the
plant in the Science and Technology Industrial Park in Taichung.
‧ In July, transfer to paid-in capital was increased NT$ 45.447 million, and the paid-
in capital reached NT$ 829.011 million.
‧ In November, AWEA (USA) subsidiary was established as the market development
and service base of gantry machine in the Americas.
‧ In November, merged the 100%-owned subsidiary of Baiwei Development Co.,
Ltd, and cancelled the shares of AWEA held by Baiwei Development Co., Ltd
amounted to NT$ 5,303,090 and the paid-in capital was NT$ 823.709 million.
‧ In December, the Hsinchu Plant was newly added adjacent to the site, and changed
as an industrial land use.
2009 ‧ In March, the five-axis processing machine FMV-45 won the Excellent Work
Award in the “Research and Development Innovative Product Competition”.
‧ In July, the surplus revenue was transferred to capital increase of NT$ 82.371
million, and the paid-in capital reached NT$ 906.080 million.
‧ In October, started the expansion of the Hsinchu Plant in order to prepare mid-term
development of AWEA in the future.
‧ In November, the gantry moving beam type MVP-5032 was launched to participate
in the Taichung Automation Machinery Exhibition, which set up a new
development milestone for AWEA Gantry Machine.
2010 ‧ In November, Hsinchu Plant Building A was officially reconstructed and put into
production.
‧ In November, invested and established "Jiawei Electromechanical Co., Ltd.",
holding 100% of the shares.
‧ In November, the new gantry crane five-axis machining center LV6030 was
launched to participate in the Taichung Automation Machinery Exhibition, which
set up a new development milestone for AWEA Gantry Machine.
‧ Applied for the "Consolidated and Advanced Research Project" of the Science Park
and cooperate with the Mechanical Engineering Department of National Chung
Hsing University.
‧ Applied for the Industry-University Program of the National Science Council
"Development of High-precision Optical Installation and Calibration System for
Large Machinery" and jointly implement it with National Formosa University.
2011 ‧In January,invested in "YAMA SEIKI USA.INC." in January with holding 28.58%
of the shares.
‧InFebruary, Hsinchu Plant office building officially started operation.
‧ In March, invested and established “AWEA Korea” with holding 100% of the
shares.
2012 ‧ In October, the results of the gantry type friction stir welding machine were
published.
‧In November, the crane type five-axis machine was launched and participated in the
exhibition.
2013 ‧In March, the high-precision horizontal boring and milling machine MB1512+APC
won the Excellent Work Award in the “Research and Development Innovative
Product Competition”.
2014 ‧In January, Extroncnc Machinery Industry Co., Ltd. joined AWEA Group, holding
60% of the shares.
‧In April, the first echelon of AWEA Hele Life One Day Camp was held at the
Taichung Plant.
2015 ‧In May, the second convertible corporate bond of AWEA was issued, with a total

9

amount of NT$ 400 million.
‧In November, the 2015of Hele Life One Day Camp was held.
‧The five-axis machine FCV 620 started mass production, adding a new force in the
production and sales of five-axis machines.
‧Increased MEGA5 large-scale five-axis model to complete the allocation of series
products.
2016 ‧In September, the surplus revenue was transferred to capital increase of
NT$45,997,220.
‧In October, started the construction of the new Mei-Hsin Plant in Dapu.
2017 ‧In March, the vertical five-axis processing machine FCV620 won the Excellent
Work Award in the “Research and Development Innovative Product Competition”.
‧In December, the construction of Dapu Mei-Hsin Plant was completed, and the
Chiayi branch office was established.
2018 ‧Developed AHM-800 Horizontal Comprehensive Processing Machine.
‧Developed of EH5-500 horizontal five-axis processing machine.
2019 ‧Developed FCV-8000II new generation five-axis machine.
2020 ‧Developed moving column and moving beam machining center.
‧Developed and released the intelligent information control system product.
‧Developed the production management function of intelligent information control
system.
‧Developed AD-550/500 double main axis C-type machine.
2021 ‧Optimized the development of one-division AC fully automatic universal joint.
‧Optimized the development of 4,500RPM horizontal joint.
‧Integrated LB/EP fixed column gantry processing machine.
‧Developed the function of machine diagnosis.
2022 ‧Developed VP model 12KB built-in main axis.
‧Electrification design of self-made tool magazine.
‧Developed AU-680 high rigidity moving column five-axis machine.
‧Developed deep learning compensation technology for intelligent thermal
displacement of main axis.
‧Developed deep learning automatic modulation technology on Smart tapping.

10

III. Corporate Governance Report

1. Organisation

1.1 Organisation Chart

==> picture [494 x 286] intentionally omitted <==

----- Start of picture text -----

Shareholders’ Meeting
Audit Committee
Board of Directors
Remuneration Committee
Internal Auditor
Chairman
Labour Benefit
Committee
President
Labour Safety
President’s Office
Health Committee
R & D Marketing Chiayi Central Hsinchu General Finance
Division Service Plant Taiwan Plant Management Division
Division Science Division
Park Plant
----- End of picture text -----

1.2 Major Corporate Functions:

Department Functions
Internal
Auditor
Responsible for internal audit and relevant tasks.
President’s
Office
Responsible for corporate culture, strategy/policy promulgation, long-term
development planning, human resource development, corporate
cooperation, business performance, information and project management,
and relevant tasks.
Research &
Development
Division
In charge of establishment of product technique, development and
renovation of new products, preparation and management of technical
documents, Intellectual property management, technical cooperation,
integration of R&D resources, and relevant tasks, in order to ensure market
competitiveness of products.
Marketing
Service
Division
Responsible for domestic, Mainland China, and foreign sales and market
development, establishment/management of channels, customer service
and complaints, post-sales service, product sales/invoice, import/export
and other tasks, in order to achieve annual targets by the company.
Chiayi Plant Responsible for management and production, promulgation of product
quality/cost/lead time, quality plan and target, establishment and
implementation of each quality inspection/assurance system, establishment
of product technique, product capacity expansion, product assembly and
equipment, in order to achieve annual yield target by the company.
Central Taiwan
Science Park Plant
Responsible for management and production, promulgation of product
quality/cost/lead time, quality plan and target, establishment and
implementation of eachqualityinspection/assurance system,establishment

11

Department Functions
Internal
Auditor
Responsible for internal audit and relevant tasks.
of product technique, product capacity expansion, product assembly and
equipment, in order to achieve annual yield target by the company.
Hsinchu Plant Responsible for management and production, promulgation of product
quality/cost/lead time, quality plan and target, establishment and
implementation of each quality inspection/assurance system, establishment
of product technique, product capacity expansion, product assembly and
equipment, in order to achieve annual yield target by the company.
General
Management
Division
Responsible for administration, human resources, stock affairs, general
affairs.
Finance Dept. Handling subsidiary’s management, finance, accounting, ledger,
investment and management,and relevant tasks.

12

2. Director, supervisor, president, vice president, associate, supervisor of each department and branch.

2.1 Directors

(1) Information 9 April 2023; Unit: stock

Tit
le
Nation
ality
or
reside
nce
Name Gen
der/
Age
Onboard
Date
Term Onboard
Date of first
term
Number of shares held
onboard
Number of shares held
onboard

Number of shares
currently held

Number of shares
currently held
Number of shares
currently held by
spouse, minors
Number of shares
currently held by
spouse, minors

Shares
substantially
held

Shares
substantially
held
Mentionable
experience(backgr
ound)
Other titles by the
company/other companies
Other manager, director, or
supervisor to which a
spouse or kinship within 2nd
grade
Other manager, director, or
supervisor to which a
spouse or kinship within 2nd
grade
Other manager, director, or
supervisor to which a
spouse or kinship within 2nd
grade
Shares Sharehol
ding
ratio %
Shares Sharehol
ding
ratio %
Shares Shareh
olding
ratio %
Share
s
Shareh
olding
ratio
%
Title Name Relations
Ch
air
ma
n
Taiwa
n
Yang
Dehua
Male
Age
d 77

10 June
2020
3
years
29 May
2002
9,031,403 9.35% 9,031,403 9.35% Department of
Mechanical
Engineering,
Chung Hsing
University
EMBA, Chung
Hsing University
Chairman by the company
Other companies:
Chairman and Executive
Officer by Goodway Machine
Corp.
Chairman by Hung Jiu
Machine Co., Ltd.
Chairman by Chiajin
Investment Co., Ltd.
Chairman by Honghua
Investment Co., Ltd.
Chairman by Huahan Renting
Co., Ltd.
B-way,Billion-way(Cayman)
In-charge
YAMA SEIKI USA INC. In-
Charge
General Director by Precision
Machinery Research &
Development Center
General Director by Taiwan
Machine Tool Foundation
Director by Honghua
Environment Protection and
Digital Future Fund
Director by Universal
Microelectronics Co., Ltd.
Chairman of Central Science
Park Industrial Training
Association
Director by Turvo
International Co., Ltd.
Chairman by Yang Wenhsu
Charity Fund

Presiden
t
Director
Yang
Chengju
n
Yang
Chingfu
ng
Father/S
on
Brother-
in-law

13

Tit
le
Nation
ality
or
reside
nce
Name Gen
der/
Age
Onboard
Date
Term Onboard
Date of first
term
Number of shares held
onboard
Number of shares held
onboard

Number of shares
currently held

Number of shares
currently held
Number of shares
currently held by
spouse, minors
Number of shares
currently held by
spouse, minors

Shares
substantially
held

Shares
substantially
held
Mentionable
experience(backgr
ound)
Other titles by the
company/other companies
Other manager, director, or
supervisor to which a
spouse or kinship within 2nd
grade
Other manager, director, or
supervisor to which a
spouse or kinship within 2nd
grade
Other manager, director, or
supervisor to which a
spouse or kinship within 2nd
grade
Shares Sharehol
ding
ratio %
Shares Sharehol
ding
ratio %
Shares Shareh
olding
ratio %
Share
s
Shareh
olding
ratio
%
Title Name Relations
Di
rec
tor
Taiwa
n
Chairman
and
Executive
Officer by
Goodway
Machine
Corp.
10 June
2020
3
years
29 MAY
1974
46,377,311 48.01% 47,941,311 49.63%
Taiwa
n
Goodway
Machine
Corp.
behalf:
Wang
Chenghsu
an
M
Age
d 49
02 April
2021
2
years
02 April
2021
Department of
Information
Engineering and
Computer Science
BA, Feng Chia
University
Assistant Manager by the
company
Titles by other companies:
Manager by Goodway
Machine Corp.
Legal person behalf by
AWEA Suzhou
Legal Person by Shanghai
Zhuwei Mechanical
Engineering Co., Ltd.
Hongjhu Investment Co., Ltd.
In-charge
Hongli InvestmentCo., Ltd.
In-charge
Di
rec
tor
Taiwa
n
Yang
Chengjhun

M
Age
d 49

18 Aug.
2021
1.8
years
18 Aug.
2021
1,000 0.00% EMBA MA,
Chung Hsing
University
President by the company
Other companies:
Chincheng Investment Co.,
Ltd. In-charge
Chairman by Extron
Machinery Industry Co., Ltd.
Director by Goodway
Machine Corp.
Chairma
n
Yang
Dehua
Father/S
on
Di
rec
tor
Taiwa
n
Yang
Chingfung
M
Age
d 72
18 Aug.
2021
1.8
years
18 Aug.
2021
130,000 0.13% 130,000 0.13% Accounting BA,
Chung Hsing
University
No title by the company or
other companies.
Chairma
n
Yang
Dehua
Brother-
In-Law

14

Tit
le
Nation
ality
or
reside
nce
Name Gen
der/
Age
Onboard
Date
Term Onboard
Date of first
term
Number of shares held
onboard
Number of shares held
onboard

Number of shares
currently held

Number of shares
currently held
Number of shares
currently held by
spouse, minors
Number of shares
currently held by
spouse, minors

Shares
substantially
held

Shares
substantially
held
Mentionable
experience(backgr
ound)
Other titles by the
company/other companies
Other manager, director, or
supervisor to which a
spouse or kinship within 2nd
grade
Other manager, director, or
supervisor to which a
spouse or kinship within 2nd
grade
Other manager, director, or
supervisor to which a
spouse or kinship within 2nd
grade
Shares Sharehol
ding
ratio %
Shares Sharehol
ding
ratio %
Shares Shareh
olding
ratio %
Share
s
Shareh
olding
ratio
%
Title Name Relations
In
de
pe
nd
ent
Di
rec
tor

Taiwa
n
Yang
Lianfa
M
Age
d 62
10 June
2020
3
years
14 June
2017
Business
Management MA,
Chung Hsing
University
PhD Candidate of
NCCU Business
Management
Group
No title by the company.
Other companies:
Executive Director by Arich
Enterprise Co., Ltd.
Executive Director, Yuguo
Asset Management Co., Ltd.
Chairman by Yanex
International Co., Ltd.
Director by Eagle
ConstructionCo.,Ltd
In
de
pe
nd
ent
Di
rec
tor

Taiwa
n
Lin Yimin M
Age
d 50
10 June
2020
3
years
14 June
2017
Architecture MA
Cheng Kung
University
No title by the company.
Other companies:
President by Batom Co., Ltd.
Director by Batom Co., Ltd.
In
de
pe
nd
ent
Di
rec
tor

Taiwa
n
Hong
Hsipeng
M
Age
d 76
10 June
2020
3
years
10 June
2020
1,000 0.00% 0 0.00% Bio-industrial
MA, Chung Hsing
University
No title by the company or
other companies.

15

(2)Major Shareholders of shareholders by legal person

April 30, 2023

April 30,2023
Legal person shareholder Major shareholders by legal person
Goodway Machine Corp Yang Dehua (41.21%)
Hongli Investment Co., Ltd.(7.15%)
Chiajing Investment Co.,Ltd.(7.39%)
Yu-en Investment Co., Ltd.(6.43%)
Jiyuan Investment Com.,Ltd.(6.48%)
Zonghan Investment Co.,Ltd.(6.09%)
Jincheng Investment Co., Ltd(5.79%)
Fubon Financial Co., Ltd.(3.85%)
Hongjhu Investment Co.,Ltd.(2.59%)
HungJiu Machine Co., Ltd.(2.56%)

(3)Major shareholders (top 10) of aforesaid shareholders who are a legal person and their shareholding

ratio

Legal person Major shareholders by legal person
Hongjhu Investment Co.,Ltd. Yang Dehua (31.33%) Yang Shuhan (12.50%)
Yang Shangru (12.50%) Jiang Jiangbin (8.33%)
Hsiao Suwan (8.33%) Jiang Shanghua (5.00%)
Wu Chingjang (5.00%)
Yu-en Investment Co., Ltd. (4.17%)
Zonghan Investment Co., Ltd. (4.17%)
Tsai Jichang (3.33%) Deng Jhenjhong (1.67%)
You Jenchuan(0.33%)
Hongli Investment Co., Ltd. Yang Dehua (27.40%) Yang Chengjhun (24.20%)
Yang Shangru (24.20%) Yang Shuhan (24.20%)
Jiyuan Investment Co., Ltd. Yang Dehua (46.60%) Yang Chengjhun (17.25%)
Yang Shangru (17.75%) Yang Shuhan (17.75%)
Zeng Chiguan (0.50%) Yang Desheng (0.05%)
JangChunmu (0.05%) YangChingfeng(0.05%)
Chiajing Investment Co., Ltd. Yang Dehua (33.31%) Yang Chengjhun (22.50%)
Yang Shangru (22.47%) Yang Shuhan (21.67%)
Yang Desheng (0.02%) Jang Chunmu (0.02%)
Yang Chingfeng (0.02%)
Honghua Investment Co., Ltd. Yang Dehua (27.40%) Yang Chengjhun (24.20%)
Yang Shangru (24.20%) Yang Shuhan (24.20%)

16

(4)Disclosure of credential and independence of independent directors

Credential
Name
Credential and experience Independence (*) Number of other
listed companies
where entitled
independent
director
Yang Dehua Degree:
Department of Mechanical Engineering BA,
National Chung Hsing University
EMBA, National Chung Hsing University
Experience:
Chairman and Executive Director by
Goodway Machine Corp.
Chairman By Hung Jiu Machine Co., Ltd.
Chairman by Chiajing Investment Co., Ltd.
Chairman by Honghua Investment Co., Ltd.
Chairman by Huahan Rental Co., Ltd.
In charge of B-way,Billion-way(Cayman)
In charge of YAMA SEIKI USA INC.
General Director by Precision Machinery
Research & Development Center
General Director by Taiwan Machine Tool
Foundation
Chairman by Central Taiwan Science Park
Industry Training Association
Director by Turvo International Co., Ltd.
Chairman
of
Yang
Wenshu
Charity
Foundation



(8)(9)(11)(12)
n/a
Behalf of
Goodway
Machine
Corp.:
Wang
Chenghsuan
Degree:
Department of Information Engineering and
Computer Science BA, Feng Chia
University
Experience:
Chairman by Hingjhu Investment Co., Ltd.
Marketing Manager By Goodway Machine
Corp.
Assistant Manager by AWEA
(3)(4)(5)(6)(7)(8)(9)(10)(11)(12) n/a
Yang
Chengjhun
Degree:
Department of Business Administration
MA, National Chung Hsing University
Experience:
In-charge Jincheng Investment Co., Ltd.
Chairman by Extron Co., Ltd.
Director by Goodway Machine Corp.
(5)(8)(9)(11)(12) n/a
Yang
Chingfeng
Degree:
Department of Accounting BA, Chung
Hsing University
Experience:
Manager by by Goodway Machine Corp.

(1)(2)(3)(5)(6)(7)(8)(9)(11)(12)
n/a
Lin Yiming
(independen
t director)

Degree:
Department of Architecture MA, Cheng
Kung University
Experience:
President by Batom Co., Ltd.
Director by Batom Co., Ltd.
(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)(12) n/a

17

Yang Lianfa
(independen
t director)
Degree:
Business Management MA, Chung Hsing
University
PhD Candidate of NCCU Business
Management Group
Experience
Executive Director by Arich Enterprise
Co., Ltd.
Executive Director, Yuguo Asset
Management Co., Ltd.
Chairman by Yanex International Co., Ltd.
DirectorbyEagle ConstructionCo.,Ltd
(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)(12) n/a
Hong
Hsipeng
(independen
t director)
Degree
Bio-industrial MA, Chung Hsing University
Experience
Lecturer of Dept. of Mechanical
Engineering.
(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)(12) n/a
  • Note: Please tick the corresponding boxes that apply to the directors or supervisors during the two years prior to being elected or during the term of office.

  • Not an employee of the company or any of its affiliates.

  • Not a director or supervisor of the company or any of its affiliates. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.

  • Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate of one percent or more of the total number of issued shares of the company or ranking in the top 10 in holdings.

  • Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a managerial officer under subparagraph 1 or any of the persons in the preceding two subparagraphs.

  • Not a director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.

  • If a majority of the company's director seats or voting shares and those of any other company are controlled by the same person: not a director, supervisor, or employee of that other company. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.

  • If the chairperson, general manager, or person holding an equivalent position of the company and a person in any of those positions at another company or institution are the same person or are spouses: not a director (or governor), supervisor, or employee of that other company or institution. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.

  • Not a director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the company. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent, if the specified company or institution holds 20 percent or more and no more than 50 percent of the total number of issued shares of the public company.

  • Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the company or

18

any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof; provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Act or to the Business Mergers and Acquisitions Act or related laws or regulations.

  1. Not a spouse, or a relative within the second degree of kinship to any other director.

  2. Not been a person of any conditions defined in Article 30 of the Company Act.

  3. Not a governmental, juridical person or its representative as defined in Article 27 of the Company Act

19

2.2 President, vice president, associate, supervisor of each department and branch

9 April 2023;Unit: Share 9 April 2023;Unit: Share 9 April 2023;Unit: Share 9 April 2023;Unit: Share 9 April 2023;Unit: Share 9 April 2023;Unit: Share 9 April 2023;Unit: Share 9 April 2023;Unit: Share 9 April 2023;Unit: Share 9 April 2023;Unit: Share 9 April 2023;Unit: Share 9 April 2023;Unit: Share
Title National
ity
Name Gende
r
Onboard
date
Held Shares Shares held
by spouse or
minor children
Substantial
Shareholding
Mentionable (degree)
experience
Titles
by other companies
Spouse or family
within second kinship
to manager

Re
mar
ks
Number Ratio Number Ratio Number Ratio Title Name Kinsh
ip
Preside
nt
Taiwan Yang
Chengjh
un
M December
23, 2020
1,000 0.00%
EMBA MA, Chung Hsing
University
Chairman by Jincheng Investment Co.,
Ltd.
*1
Vice
Preside
nt
Taiwan Yang
Changjh
i
M April 2,
2021
Department of
Management, Feng Chia
University
President Of Shanghai Zhuwei Machinery
Com, Ltd.
Director Of Awea Mechantronic ( Suzhou )
Ltd.
Vice
Preside
nt
Taiwan Ye
Ruemin
g
M September
1, 2016
Mechanical and Electro-
Engineering BA, Tamkang
University
Director Of
Awea Mechantronic ( Suzhou ) Ltd
Manag
er
Taiwan Hsu
Hongbin

M
September
1, 1975
257 0.00%
Department of Accounting
BA, Tunghai University
Supervisor by Shanghai AWEA Co., Ltd.
Supervisor by AWEA Co., Ltd.(Suzhou)
Supervisor by ExtronMachinery Industry
Co., Ltd.

*1: As heritage of business governance, Chairman and President are of first-grade relatives, in response over half of directors will not be an employee or manager, or via other approaches, etc.

20

2.3 Remuneration of Directors, Supervisors, President, and Vice Presidents

(1) Remuneration of Directors

31 December 2022

Unit: thousand NTD; %

Title Name Remuneration for Directors Remuneration for Directors Remuneration for Directors Remuneration for Directors Remuneration for Directors Remuneration for Directors Remuneration for Directors Remuneration for Directors A+B+C+D total
ratio to net
income after tax
A+B+C+D total
ratio to net
income after tax

Remuneration paid to employees with multiple titles

Remuneration paid to employees with multiple titles

Remuneration paid to employees with multiple titles

Remuneration paid to employees with multiple titles

Remuneration paid to employees with multiple titles

Remuneration paid to employees with multiple titles

Remuneration paid to employees with multiple titles

Remuneration paid to employees with multiple titles
A+B+C+D+E+
F+G total and
ratio to net
income after
tax
A+B+C+D+E+
F+G total and
ratio to net
income after
tax
Remunerati
on from
ventures
other than
subsidiaries
or from the
parent
company
Base
Compensation
(A)
Severance Pay
(B)
Director
Reward (C)
Operation
fee(D)

Pay, reward,
perk (E)
Pension from
discharge (F)
Employee remuneration
(G)
The
company
All companies
in financial
statements

The
company
Companies in
the financial
statements

The
Company
Companies
in the
financial
statements
The
Company
Companies
in the
financial
statements
The
Company
Companies
in the
financial
statements
The
Company
Companies
in the
financial
statements
The
Company
Companies
in the
financial
statements
The Company Companies in the
financial statements
The
Company
Companies
in the
financial
statements
Cash Stock
value

Cash

Stock
value
Chairman Yang Dehua 480 1,073 0 0 1,800 1,800 160 160 0.69% 0.86% 2,466 2,466 108 108 1,600
0
1,600 0 1.87% 2.04%
n/a
Director Goodway Machine
Corp. Behalf:
WangChenghsuan
Director Yang Chenjjhun
Director Yang Chingfeng
Independe
t director
n
Yang Lianfa
Independe
t director
n
Lin Yimin
Independe
t director
n
Hong Hsipeng
  • *1. One car lent to Director Yang Chenjhun, of which the cost is 3,675 thousand NTD, with a book value at 2,501 thousand NTD. (Not incorporated to remuneration, bonus, and special allowance for 2022).

  • *2. A 6% severance pension for 2022 is overall allocated for contribution.

21

Remuneration Scale

RemunerationScale RemunerationScale RemunerationScale RemunerationScale
Remuneration scale of directors Directors
Total of 4 (A+B+C+D) remunerations Total of 7 (A+B+C+D+E+F+G)
The company List of Companies from
Financial Statements H
The company List of Companies from
Financial Statements I
Under 1,000,000 NTD Yang Dehua,
Yang Lianfa,
Lin Yimin,
Hong Hsipeng,
Yang Chenjhun,
Yang Chingfeng
Legal person behalf by
Goodway Machine Corp.:
Wang Chenhsuan
Yang Dehua,
Yang Lianfa,
Lin Yimin,
Hong Hsipeng,
Yang Chenjhun,
Yang Chingfeng
Legal person behalf by
Goodway Machine Corp.:
Wang Chenhsuan
Yang Dehua,
Yang Lianfa,
Lin Yimin,
Hong Hsipeng,
Yang Chingfeng
Legal person behalf by
Goodway Machine Corp.:
Wang Chenhsuan
Yang Dehua,
Yang Lianfa,
Lin Yimin,
Hong Hsipeng,
Yang Chingfeng
Legal person behalf by
Goodway Machine Corp.:
Wang Chenhsua
1,000,000 NTD (incl.)~2,000,000NTD (not incl.) -
2,000,000 NTD (incl.)~3,500,000 NTD (not incl.) - - - -
3,500,000 NTD (incl.)~5,000,000 NTD (not incl.) - - Yang Chenjhun Yang Chenjhun
5,000,000 NTD (incl.)~10,000,000 NTD (not incl.) - - - -
10,000,000 NTD (incl.)~15,000,000 NTD (not incl.) - - - -
15,000,000 NTD (incl.)~30,000,000 NTD (not incl.) - - - -
30,000,000 NTD (incl.)~50,000,000 NTD(not incl.) - - - -
50,000,000 NTD(incl.)~100,000,000 NTD (not incl.) - - - -
100,000,000 NTD above - - - -
Total 7 persons 7 persons 7 persons 7 persons

22

(2) President and manager remuneration

31 December 2022

Unit: thousand NTD; %

Unit: Unit: 31 December 2022
thousand NTD;%
Title Name Salary (A) Pension per discharge
(B)
Reward and perk
etc. (C)
Remuneration for Employees(D) A+B+C+D total and ratio
to net income after
tax(%)(*8)
Remuneration from
ventures other than
subsidiaries or from the
parent company
The
Company
List of
Companies
from
Financial
statements
The Company List of
Companies
from
Financial
statements
The
Company
List of
Companie
from
Financial
statements
s
The Company
List of Companies
from Financial
statements
The
Company
List of Companies
from Financial
statements
Cash Stock
Value

Cash
Stock
Value
President Yang
Chengjhun
5,570
7,202

348

348

1,900

2,832
2,786
0

2,786

0
2.99% 3.72% n/a
Vice president Yeh
Reiming
Vice president Yang
Changchi
Manager Hsu
Hongbin
  • *1. One car lent to President Yang Chenjhun, of which the cost is 3,675 thousand NTD, with a book value at 2,501 thousand NTD. (Not incorporated to remuneration, bonus, and special allowance for 2022).

  • *2. A precedent 2% and a 6% severance pension for 2021 is overall allocated for contribution.

Remuneration Scale

Remuneration Scale Remuneration Scale
Remuneration scale of president and manager President and vice president
The company List of Companies from Financial statements
E
Under 1,000,000 NTD - -
1,000,000 NTD(incl.)~2,000,000NTD(not incl.) Hsu Hongbin Hsu Hongbin
2,000,000 NTD(incl.)~3,500,000 NTD(not incl.) YangChangjhi,Yeh Ruiming Yeh Ruiming
3,500,000 NTD(incl.)~5,000,000 NTD(not incl.) YangChengjhun YangChengjhun,YangChangjhi
5,000,000 NTD(incl.)~10,000,000 NTD(not incl.) - -
10,000,000 NTD(incl.)~15,000,000 NTD(not incl.) - -
15,000,000 NTD(incl.)~30,000,000 NTD(not incl.) - -
30,000,000 NTD(incl.)~50,000,000 NTD(not incl.) - -
50,000,000 NTD(incl.)~100,000,000 NTD(not incl.) - -
100,000,000 NTD above - -
Total 4persons 4persons

23

(3) Managers who allocate employee remuneration and allocation details

31 December 2022
Unit: thousand NTD;%
31 December 2022
Unit: thousand NTD;%
31 December 2022
Unit: thousand NTD;%
31 December 2022
Unit: thousand NTD;%
31 December 2022
Unit: thousand NTD;%
31 December 2022
Unit: thousand NTD;%
Title Name Stock value Cash Total Total and ratio to net
income after tax(%)
Manager President Yang
Chengjhun
2,786 2,786 0.79%
Vice
president
Yang
Changchi
Vice
president
Yeh
Rueming
Finance
Manager
Hsu
Hongbin

*1: The employee remuneration allocation is estimated with the allocated remuneration from previous year by ratio, adopted by Board of Directors’ meeting.

(4) Analysis of director, supervisor, president, and vice president remuneration ratio to net income after tax from the company and consolidated report for the past two years. Elaborate the association among remuneration policy, criteria and programme, remuneration promulgation procedure, governance performance and future risks.

Title The company The company Consolidated report Consolidated report
2021 2022 2021 2022
Director 5.29% 1.87% 5.84% 2.04%
Supervisor - - -
President and manager 6.63 2.99% 8.21% 3.72%

Note:2022 statements include net income disposition, of which the proposal has been adopted by Board of Directors meeting; the employee remuneration hereof is estimated with allocated remuneration from previous year by ratio.

Explanation:

(a)The remuneration allocation for directors and supervisors by the company and its subsidiaries is calculated with weighted number of seats, duties, endorsement guarantee.

(b)President remuneration has been approved by Chairman and adopted by Board of Directors per recruitment.

(c)Remuneration of the company and its subsidiaries is provided to directors, supervisors, and mainly to director and supervisor bonus other than transport reimbursement; president remuneration is fixed and the rest is for employee bonus; therefore, the remuneration of the company and its subsidiaries is highly correlated principally with the business performance of the company and its subsidiaries of the year.

(d)Alteration analysis for the past two years: n/a.

(e)No supervisor remuneration was paid due to the establishment of Audit Committee for 2021 and 2022.

24

  1. Implementation of Corporate Governance

3.1 Board of Directors

  • (1) total of 5(A) meetings of the Board of Directors were held in recent year. The attendance of director and supervisor were as follows:

31 December 2022

Title Name (*1) Attendance in
Person (B)
Attendance
by Proxy
Attendance Rate
(%)【B/A】
Remarks
Chairman Yang Dehua 4 1 80.00% 10 June 2020
re-election
Director Behalf by
Goodway Machine
Corp.: Wang
Chenghsuan
5 100.00% 2 April 2021
onboard
Director Yang Chengjhun 4 80.00% 18 Aug. 2021
onboard
Director Yang Chingfeng 5 100.00% 18 Aug. 2021
onboard
Independent
Director
Yang Lianfa 5 100.00% 10 June 2020
re-election
Independent
Director
Lin Yimin 4 1 80.00% 10 June 2020
re-election
Independent
Director
Hong Hsipeng 5 100.00% 10 June 2020
onboard
Other mentionable items:
1. If any of the following circumstances matters referred to in Article 14-3 of the Securities and
Exchange Act or by members or expressed reservations and recorded or declared in writing
occur, the dates of the meetings, sessions, contents of motion, all independent directors’ opinions
and the company’s response should be specified: n/a.
2. Implementation of conflict of interest shall state directors, subject, reason for conflict, and voting
result: n/a.
3. Improvement in competency of most recent Board of Directors (I.e. Establishment of Audit
Committee, improvement in transparency of information etc.) and evaluation in implementation
for the current and recent years: improvement of information transparency, reinforcement of
corporategovernance.

(2) Evaluation details of Board of directors

Frequency Term Scope Approach Item
Annual 1 Jan 2022~
31 Dec. 2022
Respective
members from
Board of
directors
Self-evaluation of
members from
Board of directors
1. Participation in business
operation by company.
2. Improvement of decision
making by Board of Directors
3.Composition and structure of
the Board of Directors
4. Election and continual
training and development of
directors
5. Internal control

25

  • 3.2 Information on Implementation of Audit Committee:

  • (1). A total of 5 (A) meetings of the Audit Committee were held in recent year. The attendance of independent directors is as follows:

31 December 2022

Title Name Actual Meetings
Present (B)
Meetings
Present by Proxy
Actual Meetings
Present Ratio
(%)(B/A)
Remarks
Independent
Director

Yang Lianfa
5 100.00% 10 June 2020
onboard
Independent
Director

Lin Yimin
4 1 80.00% 10 June 2020
onboard
Independent
Director

Hong
Hsipeng
5 100.00% 10 June 2020
onboard
Other mentionable items:
1.If any of the following circumstances occur, the dates of the meetings, sessions, contents of
motion, all independent directors’ opinions and the company’s response should be specified:
(a)Matters referred to in Article 14-5 of the Securities and Exchange Act: n/a.
(b)Rest items not approved by Audit Committee and approved by over two-thirds Directors
except aforesaid items: n/a.
2. Avoidance of conflicts of interest by independent directors: please specify independent
directors, subject, reason for avoidance and participation in voting: n/a.
3. Communication between independent directors and internal audit manager and accountants
(supposedly including finance, business conditions of company, major items, approaches,
results, etc.)
(1)Audit report and follow-up report shall be submitted to convenor for reference minimum per
quarter, and monthly audit performance, audit punch rectification and corporate finance and
operation details shall be presented. Convenor shall comment on audit report.
(2) Internal audit supervisor and accountants are in attendance of Audit Committee for
presentation of audit approach, scope, and material adjustment and details to Audit
Committee. Accountants communicate and discuss with directors and Audit Committee
occasionally. Besides in meetings, audit supervisor and accountants and directors may at any
time contact for smooth communication.

26

3.3 Corporate Governance Implementation Status and Deviations from Corporate Governance Best Practice Principles for TWSE/TPEX Listed Companies and cause

Evaluation Item Implementation Status (*1) Implementation Status (*1) Implementation Status (*1) Deviations from Corporate
Governance Best Practice
Principles for TWSE/TPEX
Listed Companies
Y N Summary
1. Does the Company establish and
disclose the Corporate Governance
Best-Practice Principles based on
“Corporate Governance Best Practice
Principles for TWSE/TPEX Listed
Companies?
The company has promulgated the
Corporate Governance Best-
Practice Principles. Each operation
is followed pursuant hereto. No
material deviation was discovered
by now.
Compliant with Corporate
Governance Best-Practice
Principles.
2.Shareholding structure &
shareholders’ rights
(1)Does the company establish an
internal operating procedure to
deal with shareholders’
suggestions, doubts, disputes and
litigations, and implement based
on the procedure?
(2)Does the company possess the list
of its major shareholders as well as
the ultimate owners of those
shares?
(3)Does the company establish and
execute the risk management and
firewall system within its
conglomerate structure?
(4)Does the company establish
internal rules against prohibition to
insiders trading with undisclosed
information?



(1) The company appoints a
spokesperson, spokesperson’s
proxy that address to the public
for the company and be
authorised to respond to
shareholder’s disputes.
(2) Commissioned to Stock
Department and Securities Stock
Department.
(3) Promulgated in Internal Control
System by the company.
(4)Written standard has been
promulgated pursuant to
regulation stipulated by the
competent authority with
Internal Material Information
Handling Procedure for
implementation.

Compliant with Corporate
Governance Best-Practice
Principles.
3. Composition and Responsibilities of
the Board of Directors
(1) Does the Board develop a
diversified policy, concrete
management target and
implement?
(2) Has the company voluntarily
established other functional
committees in addition to the
Remuneration Committee and the
Audit Committee?
(3) Has the company established a
standard to assess the performance
of the Board and implement it
annually, and are the performance
evaluation results submitted to the
Board of Directors and referenced
when determining the
remuneration of individual
directors and nominations for re-
election?
(4) Does the Company regularly
evaluate the independence of
CPAs?



(1)The company takes
diversification and talents into
account for composition of
Board of Directors.
(2)The company established a
remuneration committee, audit
committee; we are evaluating to
establish other specialised
committees.
(3)Evaluation guideline and
approach of Board of Directors’
performance was promulgated
by 2020 Q1 Board of Directors
and is reviewed per year. The
evaluation report is presented to
Board of Directors.
(4)The company evaluates CPA
independence per year.
(1) Directors of the company
are professional and seek the
best for benefits of
shareholders as exercise.
(2) Accountants of the
company are capable of
auditing financial operation by
the company.

27

Evaluation Item Implementation Status (*1) Implementation Status (*1) Implementation Status (*1) Deviations from Corporate
Governance Best Practice
Principles for TWSE/TPEX
Listed Companies
Y N Summary
4.Have TWSE/GTSM listed companies
appointed a suitable number of
competent personnel and a supervisor
responsible for corporate governance
matters (including but not limited to
providing information for directors and
supervisors to perform their functions,
assisting directors and supervisors with
compliance, handling work related to
meetings of the board of directors and
the shareholders' meetings, and
producing minutes of board meetings
and shareholders' meetings)?
The company authorises Finance
Department, General Management
to handle corporate governance
matters (including but not limited
to providing information for
directors and supervisors to
perform their functions, assisting
directors and supervisors with
compliance, handling work related
to meetings of the board of
directors and the shareholders'
meetings, and producing minutes of
board meetings and shareholders'
meetings)?

Compliant with Corporate
Governance Best-Practice
Principles.
5.Has the company established a
communication channel and build a
designated section on its website for
stakeholders (including but not limited
to shareholders, employees, customers,
and suppliers), as well as handle all the
issues they care for in terms of
corporate social responsibilities?
The company appoints a
spokesperson, spokesperson’s
proxy that address to the public for
the company and a stakeholders’
section was set on the official
website.
Compliant with Corporate
Governance Best-Practice
Principles.
6.Does the company commission a
professional shareholder service agency
to deal with shareholder affairs?
The company commissions Board
of Stakeholders’ affairs to Taishin
Bank.
Compliant with Corporate
Governance Best-Practice
Principles.
7.Information Disclosure
(1)Has the Company set up a
corporate website to disclose both
financial conditions and corporate
governance details?
(2) Does the company have other
information disclosure channels
(e.g. building an English website,
appointing designated people to
handle information collection and
disclosure, creating a spokesman
system, webcasting investor
conferences)?
(3)Has the Company announced and
report annual financial statements
within two months after the end of
each fiscal year, and announced
and presented Q1, Q2, and Q3
financial statements, as well as
monthly operation results by the
stipulated deadline?


(1)The company has a website that
allows access to finance,
business, and corporate
governance information of the
company.
(2)The company has assigned
collection and disclosure of
company information
exclusively to implement
spokesperson system.
(3)Annual, semi-annual financial
statements, Q1 and Q3 financial
statements and monthly
operation reports shall be issued
and declared within stipulated
term.
Compliant with Corporate
Governance Best-Practice
Principles.
8.Is there any other important
information to facilitate a better
understanding of the company’s
governance practices (e.g. including but
not limited to employee rights,
employee wellness, investor relations,
supplier relations, rights of
stakeholders, directors’ and supervisors’
training records, the implementation of

(1)The company is operated with
ethic guideline and responsible
for the society. We anticipating
creating best for shareholders
and employees’ benefits.
(2)The company discloses
information for investors’
understanding of the company
operation via MOPS.
Compliant with Corporate
Governance Best-Practice
Principles.

28

Evaluation Item Implementation Status (*1) Implementation Status (*1) Implementation Status (*1) Deviations from Corporate
Governance Best Practice
Principles for TWSE/TPEX
Listed Companies
Y N Summary
risk management policies and risk
evaluation measures, the
implementation of customer relations
policies, and purchase of liability
insurance for directors and
supervisors)?
(3)Directors and supervisors are
professional and receive training
pursuant to regulation. The
company informs occasionally
directors and supervisors to
participate in professional skill
training organised by regarding
parties.
(4)Directors participated Board of
Directors meeting with good
attendance. Supervisors were
invited to each Board of
Directors meeting. Minutes of
Board of Directors meeting was
handed over to each director and
supervisor.
(5)Directors of the company are
disciplined and avoid proposals
in the event of conflict of
interests. They anticipate
smooth company governance.

9. Please explain the improvements which have been made in accordance with the results of the Corporate Governance
Evaluation System released by the Corporate Governance Center, Taiwan Stock Exchange, and provide the priority
enhancement measures (companies without having been evaluated are exempted.) :The company reviewed company
governance evaluation result and aims at improving information transparency and reinforcing Board of Directors’
operation. Information disclosure in terms of annual reports and website will be improved; Directors by the company
are advised to receive sufficient training pursuant to Directions for the Implementation of Continuing Education for
Directors and Supervisors of TWSE Listed and TPEX Listed Companies; the failing items from self-evaluation will be
improved for company governance guideline.

29

  • 3.4Shall the Company include a Remuneration Committee or electees, it shall disclose its composition and operation:

  • (1) Remuneration Committee members

31 December 2022

Credential
Title Name
Credential
Title Name
Credential and experience Independence (*) Number of other
listed companies
where entitled
independent director
Independent
Director
Yang
Lianfa
Degree:
Business Management MA, Chung Hsing
University
PhD Candidate of NCCU Business
Management Group
Experience
Executive Director by Arich Enterprise
Co., Ltd.
Executive Director, Yuguo Asset
Management Co., Ltd.
Chairman by Yanex International Co., Ltd.
Director by Eagle Construction Co.,Ltd
(1)(2)(3)(4)(5)(6)(7)(8)(9)(10) n/a
Independent
Director
Lin
Yiming
Degree:
Department of Architecture MA, Cheng
Kung University
Experience:
President by Batom Co., Ltd.
Director by Batom Co., Ltd.
(1)(2)(3)(4)(5)(6)(7)(8)(9)(10) n/a
Independent
Director
Hong
Hsipeng

Degree
Bio-industrial MA, Chung Hsing University
Experience
Lecturer of Dept. of Mechanical
Engineering.
(1)(2)(3)(4)(5)(6)(7)(8)(9)(10) n/a

Note: Please tick the corresponding boxes that apply to the directors or supervisors during the two years prior to being elected or during the term of office.

1.Not an employee of the company or any of its affiliates.

2.Not a director or supervisor of the company or any of its affiliates. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.

3.Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate of one percent or more of the total number of issued shares of the company or ranking in the top 10 in holdings.

4.Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a managerial officer under subparagraph 1 or any of the persons in the preceding two subparagraphs.

5.Not a director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.

  • 6.If a majority of the company's director seats or voting shares and those of any other company are controlled by the same person: not a director, supervisor, or employee of that other company. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.

  • 7.If the chairperson, general manager, or person holding an equivalent position of the company and a person in any of those positions at another company or institution are the same person or are spouses: not a director (or governor), supervisor, or employee of that other company or institution. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.

8.Not a director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or

30

institution that has a financial or business relationship with the company. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent, if the specified company or institution holds 20 percent or more and no more than 50 percent of the total number of issued shares of the public company.

9.Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof; provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Act or to the Business Mergers and Acquisitions Act or related laws or regulations.

10.Not been a person of any conditions defined in Article 30 of the Company Act.

(2) Remuneration Committee Operation

  • (a) 3 Remuneration Committee members of the Company in total.

  • (b) Term of Committee member: 10 June 2020 until 9 June 2023. 2 Remuneration meetings (A)

were held in recent year, directors’ credential and attendance to follow:

Title Name Number of meetings
attended in person (B)
Meetings
attended by
Proxy

Attendance (%)
(B / A)
Remarks
Convener Yang
Lianfa
2 100% 10 June 2020
re-election
Director Lin Yimin 1 1 50% 10 June 2020
re-election
Director Hong
Hsipeng
2 100% 10 June 2020
re-election

Other mentionable items:

1.If the Board of Directors declines to adopt or modifies a recommendation of the remuneration committee, it should specify the date of the meeting, session, content of the motion, resolution by the board of directors, and the Company’s response to Pay & Remuneration committee’s opinion (E.g. the remuneration adopted by the Board of Directors exceeds the recommendation of the remuneration committee, the circumstances and cause for the difference shall be specified): None.

  • 2.Resolutions of the remuneration committee objected to by members or expressed reservations and recorded or declared in writing, the date of the meeting, session, content of the motion, all members’ opinions and the response to members’ opinion should be specified.

  • *1: Actual presence rate (%) of is calculated by one’s actual attended Remuneration Committee meetings during one’s service in proportion to convened meetings.

31

3.5 CSR promotion implementation:

.5 CSR promotion implementation:
Evaluation Item Implementation Status(*1) Deviations from Corporate
Governance Best Practice
Principles for TWSE/TPEX
Listed Companies
Y N Summary
1.Has the company established CSR structure
and (non-)exclusive CSR promotion unit?
Has Board of Directors authorised high
managerial positions solely and supervised?
The company is preparing for
establishment of an exclusive CSR
department. It will be reported to
Board of Directors after
establishment.
Not compliant with
Sustainable Development
Best Practice Principles for
TWSE/TPEX Listed
Companies. Planning to
rectify.
2.Has the company evaluated risks associating
environment, society, and company
governance regarding company operation
and promulgated related risk management or
strategy based on materiality principle?
The company evaluates risks
regarding environment, society, and
corporate governance (ISO9001 and
14001) based on materiality
guideline and promulgated risk
management policy or strategy.

Compliant with Sustainable
Development Best Practice
Principles for TWSE/TPEX
Listed Companies.
3.Environment
(1) Has the Company established
environment management industry-
wise?
(2) Does the company endeavor to utilize
all resources more efficiently and use
renewable materials which have low
impact on the environment?
(3) Does the company evaluate the
potential risks and opportunities in
climate change with regard to the
present and future of its business, and
take appropriate action to counter
climate change issues?
(4) Does the company take inventory of its
greenhouse gas emissions, water
consumption, and total weight of waste
in the last two years, and implement
policies on energy efficiency and
carbon dioxide reduction, greenhouse
gas reduction, water reduction, or waste
management?



The company focuses on
environment and resources use, etc.
We promulgated environmental
policy and waste reduction per
ISO14001 and implement.
Compliant with Sustainable
Development Best Practice
Principles for TWSE/TPEX
Listed Companies.
4. Social Topics
(1) Does the company formulate
appropriate management policies and
procedures according to relevant
regulations and the International Bill of
Human Rights?
(2) Does the company have reasonable
employee benefit measures (including
salaries, leave, and other benefits), and
do business performance or results
reflect on employee salaries?
(3) Does the company provide a healthy
and safe working environment and
organise training on health and safety
for its employees on a regular basis?
(4) Does the company provide its
employees with career development
and training sessions?
(5) Do the company's products and services
comply with relevant laws and





The company abides by Labour Act
and relevant regulations. Besides
employee representatives’ meeting
per month, a mail address has been
set for protection of employees’
legal rights. Employees’ feedbacks
can be passed to management
directly.
A safe, healthy, and comfortable
workplace is available to employees
pursuant to fire and construction
safety regulations, as well as regular
health checks and occasional
briefing on work safety with
incentives.
The company holds supervisor
meeting monthly per plant and
addresses business operation,
industry conditions to staff and
analyses its effects.

Compliant with Sustainable
Development Best Practice
Principles for TWSE/TPEX
Listed Companies.

32

Evaluation Item Implementation Status(*1) Implementation Status(*1) Implementation Status(*1) Deviations from Corporate
Governance Best Practice
Principles for TWSE/TPEX
Listed Companies
Y N Summary
international standards in relation to
customer health and safety, customer
privacy, and marketing and labeling of
products and services, and are relevant
consumer protection and grievance
procedure policies implemented?
(6)Does the company implement supplier
management policies, requiring
suppliers to observe relevant
regulations on environmental
protection, occupational health and
safety, or labor and human rights and
its implementation?

The company established a
machinery institute order to develop
employee competency.
The company products have a
warranty, for which the customer
service department is responsible in
terms of customer service and
product warranty. Customer service
abides by standard procedure and
the system promulgation and
implementation is authenticated by
ISO9001.
The company is working closely
with suppliers. We established an
industry committee to enforce CSR
implementation.
The company’s suppliers have all
been properly authenticated. In the
event of violation to CSR policy by
suppliers, with which business will
suspend or terminate.
5. Does the company reference internationally
accepted reporting standards or guidelines,
and prepare reports that disclose non-
financial information of the company, such
as corporate social responsibility reports?
Do the reports above obtain assurance or
guarantee from a third-party verification
unit?
The company is preparing
promulgation principle or guideline.
Not compliant with
Sustainable Development
Best Practice Principles for
TWSE/TPEX Listed
Companies. Under planning.
6. Shall the Company have established CSR guideline pursuant to Sustainable Development Best Practice Princip
TWSE/TPEX Listed Companies, please specify its deviation hereof in implementation: The company is developing Sust
Development Best Practice Principles and its managementguideline
7. Other useful information for explaining the status of corporate social responsibility practices:
(1)Environment protection: We implement energy saving and carbon reduction, etc. to minimise environmental impact
and promote it to employees and participate in beach cleaning organised by Environmental Protection Agency.
(2)Contribution to society: participated in mass mask production movement for disease control. We donate occasionally
regional charities and environmental protection groups.
(3)Social welfare: employment of the disabled.
(4)Customer benefit: communication with customers in a timely manner. Customer complaint meetings are held
regularly for review.
  • (1)Environment protection: We implement energy saving and carbon reduction, etc. to minimise environmental impact and promote it to employees and participate in beach cleaning organised by Environmental Protection Agency.

  • (2)Contribution to society: participated in mass mask production movement for disease control. We donate occasionally regional charities and environmental protection groups.

(4)Customer benefit: communication with customers in a timely manner. Customer complaint meetings are held regularly for review.

33

3.6Fulfillment of Ethical Corporate Management and Deviations from the "Ethical Corporate Management Best Practice Principles " and Measures taken

Evaluation Item Implementation (*1) Implementation (*1) Implementation (*1) Deviation from Ethical
Corporate Management for
TWSE/GTSM Listed
Companies and Cause
Y N Summary
1.Establishment of ethical corporate management
policies and programmes
(1)Does the company have a Board-approved
ethical corporate management policy and
stated in its regulations and external
correspondence the ethical corporate
management policy and practices, as well as
the active commitment of the Board of
Directors and management towards
enforcement of such policy?
(2)Does the company have mechanisms in place
to assess the risk of unethical conduct, and
perform regular analysis and assessment of
business activities with higher risk of
unethical conduct within the scope of
business? Does the company implement
programs to prevent unethical conduct based
on the above and ensure the programs cover at
least the matters described in Paragraph 2,
Article 7 of the Ethical Corporate
Management Best Practice Principles for
TWSE/TPEX Listed Companies?
(3)Does the company provide clearly the
operating procedures, code of conduct,
disciplinary actions, and appeal procedures in
the programs against unethical conduct? Does
the company enforce the programs above
effectively and perform regular reviews and
amendments?


The company promulgated Ethical
Practice Principles that stipulates
ethical governance policy,
approaches, and commitment of
Board of directors and
management implement from
governance policy.
Before establishing commercial
liaison, the company shall evaluate
the legitimacy, ethical governance
policy, and unethical history of the
other party if any, in order to
ensure fair, transparent business
governance, and will not request,
offer, or accept bribery.
Our employees are requested to
abide by Ethical Practice
Guideline. Internal audit takes
place occasionally. No discovery
of violation has been found among
employees, clients, or suppliers.
Compliant with Corporate
Governance Best-Practice
Principles for TWSE/GTSM
Listed Companies.

34

Evaluation Item Implementation (*1) Implementation (*1) Implementation (*1) Deviation from Ethical
Corporate Management for
TWSE/GTSM Listed
Companies and Cause
Y N Summary
2.Implementation of ethical corporate management
(1)Does the company evaluate business partners’
ethical records and include ethics-related
clauses in business contracts?
(2)Does the company have a unit responsible for
ethical corporate management on a full-time
basis under the Board of Directors which
reports the ethical corporate management
policy and programs against unethical conduct
regularly (at least once a year) to the Board of
Directors while overseeing such operations?
(3)Does the company establish policies to prevent
conflicts of interest and provide appropriate
communication channels, and implement it?
(4)Does the company have effective accounting
and internal control systems in place to
implement ethical corporate management?
Does the internal audit unit follow the results
of unethical conduct risk assessment and
promulgate audit plans to audit the systems
accordingly to prevent unethical conduct, or
commission external auditors to audit?
(5)Does the company regularly hold internal and
external training on ethical corporate
management?




Management procedure by the
company stipulates business
operation shall ethically abide by
regarding regulations. Board of
Directors members and
management shall deem ethics
company governance principle.
General Management Division by
the company is in charge of
business ethics and reports its
implementation to Board of
Directors.
Should any policy or trading
involve potential conflicts of
interests with directors,
supervisors, or managers, the
relevant person may not take part
in decision making or voting.
Ethical conduct principles and
system are stipulated in Corporate
Ethics Governance Principle.
Audit system, internal control
system has been established.
Internal auditors audit
occasionally.
The company promotes and
informs employees of ethics
principle and standard via
supervisor meeting and monthly
meeting.
Compliant with Corporate
Governance Best-Practice
Principles for TWSE/GTSM
Listed Companies.
3.Whistle-blowing implementation
(1)Has the Company established both a
reward/disciplinary system for whistle
blowing, and personnel exclusive for
defendant appeal?
(2)Has the Company promulgated a standard
investigation procedure against whistle-
blowing, and follow-up measures and
confidential measures post-investigation?
(3)Does the company provide whistleblower
protection against improper aftermath?


The company operation is deemed
fair, just, open. Any issues can be
reported to supervisor directly via
mail, phone, or in person.
All whistleblowing evidence is
deemed confidential. All
participants hereof are obliged to
keep solely the process
confidential. The investigation will
be passed on to Performance
Appraisal based on regulations for
follow-up.
The company is obliged to keep
whistleblowers confidential, in
order to make sure one’s
whistleblowing conduct is
improperly used against oneself.
Compliant with Corporate
Governance Best-Practice
Principles for TWSE/GTSM
Listed Companies.
4.Reinforcement of information disclosure
Does the company disclose its ethical corporate
management policies and the results of its
implementation on the company’s website and
MOPS?
The company discloses required
information by law and
implements transparency of
financial statements.
Overall compliant with
Corporate Governance Best-
Practice Principles for
TWSE/GTSM Listed
Companies.。
5. If the company has established the ethical corporate management policies based on the Ethical Corporate Management Best-
Practice Principles for TWSE/TPEX Listed Companies, please describe any discrepancy between the policies and their
implementation: n/a.

35

Evaluation Item Implementation (*1) Implementation (*1) Implementation (*1) Deviation from Ethical
Corporate Management for
TWSE/GTSM Listed
Companies and Cause
Y N Summary
6.Other important information to facilitate a better understanding of the Company’s ethical corporate management policies
(e.g., review and amendment to Ethical Corporate Principles in terms of company policies): n/a.
  • 3.7 Should there be Company Governance Principles and regarding sections by company, please disclose where accessible: Company Governance Principle has been promulgated and is available via official website: http://www.awea.com.

  • 3.8 Other Important Disclosure Regarding Corporate Governance is accessible via: the company has disclosed on MOPS for latest information updated for shareholders by the company.

36

3.9 Implementation of internal control system shall disclose following:

(1) Internal control system statement

AWEA Mechantronic Co., Ltd.

Statement on Internal Control

Date: 13 March 2023

The Company states the following with regard to its internal control system during fiscal year 2022, based on the findings of its self-assessment:

  1. The Company is fully aware that establishing, operating, and maintaining an internal control system are the responsibility of its Board of Directors and management. The Company has established such a system aimed at providing reasonable assurance of the achievement of objectives in the effectiveness and efficiency of operations (including profits, performance, and safeguard of asset security), the reliability, timeliness, and transparency of reporting, and compliance with applicable norms and applicable laws, regulations, and bylaws.

  2. An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can provide only reasonable assurance of accomplishing the three objectives mentioned above. Furthermore, the effectiveness of an internal control system may change along with changes in environment or circumstances. The internal control system of the Company contains self-monitoring mechanisms, however, and the Company takes corrective actions as soon as a deficiency is identified.

  3. The Company judges the design and operating effectiveness of its internal control system based on the criteria provided in the Regulations Governing the Establishment of Internal Control Systems by Service Enterprises in Securities and Futures Markets (hereinbelow, the “Regulations”). The internal control system judgment criteria adopted by the Regulations divide internal control into five elements based on the process of management control: 1. control environment 2. risk assessment 3. control activities 4. information and communications 5. monitoring activities. Each element further contains several items. Please refer to the Regulations for details.

  4. The Company has assessed the design and operating effectiveness of its internal control system according to the aforesaid criteria.

  5. Based on the findings of the assessment mentioned in the preceding paragraph, the Company believes that as of 31 December 2022 its internal control system (including its supervision and management of subsidiaries and its overall implementation of information security), encompassing internal controls for understanding the degree of achievement of operational effectiveness and efficiency objectives, the reliability, timeliness, and transparency of reporting, and compliance with applicable norms and applicable laws, regulations, and bylaws, is—with the exception of the matters, if any, specifically listed in the Appendix— effectively designed and operating, and reasonably assures the achievement of the above-stated objectives.

  6. This Statement will become a major part of the content of the Company's Annual Report and Prospectus and will be made public. Any falsehood, concealment, or other illegality in the content made public will entail legal liability under Articles 20, 32, 171, and 174 of the Securities and Exchange Act.

  7. This Statement has been passed by the Board of Directors Meeting of the Company (the Exchange) held on 13 March 2023, where none of the 7 attending directors expressed dissenting opinions, and the remainder all affirmed the content of this Statement.

AWEA Mechantronic Co., Ltd.

Chairman: Yang Dehua

President: Yang Chengjhun

37

  • (2) CPA audit report shall be disclosed against Internal control system commissioned to CPA audit: n/a.

  • 3.10 Company or its staff are disciplined, or measures against violators of internal control that will impact shareholder’s rights or securities price by recent year until closure of annual report: please specify the discipline, material punch and rectification: n/a.

  • 3.11 Conclusion and Implementation from Board of Shareholders and Directors Meetings by end of recent fiscal year and until annual report closure:

Meeting Session/Date Material Adoption
Board of Shareholders
meeting
15 June 2022 1. 2021 Business Report and Financial Statement.
2. 2021 EarningAllocation.
Board of Directors
meeting
8 Aug. 2022 1. Adoption of 2022 Q2 Consolidated Financial Statement.
2. Bank quota proposal.
3. Lending funds proposal of Shanghai Zhuwei Machinery Co.,
Ltd. for AWEA Suzhou.
4. Addition proposal of common shares’ holding of Yulong
Tech. Co.,Ltd.
Board of Directors
meeting
7 Nov. 2022 1. Adoption of 2022 Q3 Consolidated Financial Report.
2. Bank quota proposal
3. Lending funds proposal for Extron Machinery Co., Ltd.
4.Amendment tointernalcontrolsystemby the company.
Board of Directors
meeting
19 Dec. 2022 1. Remuneration adoption discussion
2. 2023 Internal Control Audit proposal
3. 2023 Annual budget proposal
4. Lending funds proposal of Shanghai Zhuwei Machinery for
Atrump Machinery Inc.
5. Amendment proposal of Standard procedure for handling
Internal Material Information by the company.
6.Bankquota proposal.
Board of Directors
meeting
13 March 2023 1. 2022 employee and director remuneration distribution
proposal.
2. 2022 Business Report and Financial Statement proposal.
3. Remuneration Committee discussion of adoption.
4. 2022 earning distribution proposal
5. Re-election of board of directors.
6. 2023 convention venue and time and proposals.
7. Admission of shareholders’ written proposal for 2023
common shareholder meeting
8. 2022 internal control system disclaimer proposal.
9. Addition of holding of common shares of Yulong.
10. Amendment proposal to articles of incorporate by the
company.
11.Bankquota proposal.
Board of Directors
meeting
11 April 2023 1. Nominee proposal of directors.
2. Release proposal of business strife limitation to new elected
directors and their legalperson behalf.
Board of Directors 8 May 2023 1. Adoption of 2023Q1 Consolidated Financial Statement.

38

Meeting Session/Date Material Adoption
meeting 2. Bankquotaproposal.
  • 3.12 Recorded or written objection summary of directors or supervisors against material adoption by end of recent year or closure of annual report: n/a.

  • 3.13 Resignation/Discharge summary of president, chief manager, audit manager, finance manager, internal audit manager, company governance manager and R&D manager etc. by end of recent year or closure of annual report: n/a.

4. CPA Commission Details

Unit Amount: thousand NTD

Audit Agency Auditor Audit Term Commission Non-audit
Commission
Total Remarks
EnWise CPAs &
Co.

Sporn Chen
1 Jan. 2022~31 Dec. 2022 1,930 - 1,930
Gordon Yi 1 Jan. 2022~31 Dec. 2022

5. Change of auditors

n/a.

  1. Chairperson, chief manager, finance or audit manager having served at the CPA Agency or its affiliated business within the past year

n/a.

  1. Transfer of shares from Director, supervisor, manager whose shareholding ratio is over 10% and alteration in stock pledge by end of fiscal year and closure of annual report

  2. (1) Transfer of shares from supervisor, director, manager, and material shareholder with a shareholding ratio over 10%:

Unit: share

Unit: share Unit: share
Title Name 2021 2022 Fiscal Year by 9 April
2023
Held Share
Difference
Pledged
Share
Difference
Held Share
Difference

Pledged
Share
Difference
Held Share
Difference

Pledged
Share
Difference
Chairman Yang Dehua (*1)
Director Behalf by Goodway
Machine Corp.: Wang
Chenghsuan(*4)
- -. -
Independent
director
Yang Lianfa(*1)
Independent
director
Lin Yimin (*1)
Independent
director
Hong Hsipeng (*1) (1,000)
Director Yang Chengjhun (*2)
Director Yang Chingfeng (*2)
Main
shareholder
Goodway Machine Corp. 1,385,000 145,000 29,000

39

Title Name 2021 2021 2022 2022 Fiscal Year by 9 April
2023
Fiscal Year by 9 April
2023
Held Share
Difference
Pledged
Share
Difference
Held Share
Difference
Pledged
Share
Difference
Held Share
Difference
Pledged
Share
Difference
President Yang Chengjhun (*3)
Vice
President
Yang Changchi (*4)
Vice
President
Yeh Rueming
Finance
Manager
Hsu Hongbin (33,000)
  • *1: Re-elected on 10 June 2020.

  • *2: Re-elected on 18 Aug. 2021.

  • *3: Re-elected on 23 Dec. 2020.

  • *4: Re-elected on 2 Apr. 2021.

(2) Relation with transferee of directors, supervisors, managers, and main shareholders: n/a.

(3) Relation with pledgers of directors, supervisors, managers, and main shareholders: n/a.

40

8. Relations among top 10 shareholders

9 April 2023

9 April 2023 9 April 2023
Name(*1) Shareholding Ratio Shareholding
Ratio by Spouse,
MinorChildren
Substantial
Shareholding
Ratio
Top ten shareholders per ratio, or
relatives, spouse, kinship within 2nd
gradehereto
Re
mar
ks
Number of
Shares
Shareholding
Ratio

Number
of Shares
Shareh
olding
Ratio
Number
of
Shares

Shareh
olding
Ratio
Name Relation
Goodway
Machine Corp.
47,941,311
49.63%
Yang Dehua Chairman by the
company
Yang Dehua 9,031,403
9.35%
Goodway Machine
Corp. Honghua
Investment Co.,
Ltd.
Chiajin Investment
Co., Ltd.
Hung Jiu Machine
Co.,Ltd.
Chairman by the
company
Chiajin
Investment Co.,
Ltd.
6,256,388
6.48%
Yang Dehua Chairman by the
company
Fubon Financial
Co., Ltd.
5,406,500
5.60%
n/a. n/a.
Hung Jiu Machine
Co., Ltd.
1,482,818
1.54%
n/a. n/a.
Jihyuan
Investment Co.,
Ltd.
1,481,316
1.53%
n/a. n/a.
Jingcheng
Investment Co.,
Ltd.
1,199,000
1.24%
Yang Dehua a relative within
second grade to
in-charge
Honghua
Investment Co.,
Ltd.
828,250
0.86%
Yang Dehua Chairman by the
company
Yu-en Investment
Co., Ltd.
786,728
0.81%
Yang Dehua a relative within
second grade to
in-charge
Hung Jiu Machine
Co., Ltd.
751,312 0.78% Yang Dehua Chairman by the
company

41

  1. Calculation of shareholding ratio, consolidated comprehensive shareholding ratio held by Company, directors, supervisors, managers of the Company with direct or indirect control over business.
directors, supervisors, managers of the Company with direct or indirect control over business. the Company with direct or indirect control over business. the Company with direct or indirect control over business. the Company with direct or indirect control over business. the Company with direct or indirect control over business. the Company with direct or indirect control over business.
30 April 2023;Unit: share %
Investee Investment of the company Investment from
directors, supervisors,
managers to business
under direct or indirect
control
Comprehensive
Investment
Number of
shares
Shareholding
ratio

Number of
shares
Shareholding
ratio

Number of
shares
Sharehol
dingratio
B-WAY(CAYMAN)CO,LTD(*1) 10,665,029 100% 10,665,029 100%
BILLION-WAY(CAYMAN)CO,LTD(*1) 12,829,840 100% 12,829,840 100%
Shanghai Zhuwei Machinery Co., Ltd
(*3)
100% 100% 100%
AWEA Suzhou Co., Ltd. (*3) 100% 100% 100%
AUTECH EUROPE 50 5% 50 5%
ExtronMachinery Industry Co., Ltd. 5,914,800 60% 5,914,800 60%
YAMA SEIKI,USA,INC. 584,192 28.58% 1,460,000 71.42% 2,044,192 100%
AXTRON INT'L INVESTMENT CO.,LTD.
(*1)
50,000 100﹪ 50,000 100﹪
AXTRON INT'L INVESTMENT LIMITED
(*2)
10,000 100﹪ 10,000 100﹪
ExtronMachinery (Chiahsing)
Industry Co., Ltd. (*3)
100﹪ 100﹪ 100﹪
Huahan Rental Co., Ltd. 666,667 13.33﹪ 2,666,666 53.34% 3,333,333 66.67%
  • *1: An overseas company. EPS is 1 USD.

  • *2: An overseas company. EPS is 1 HKD.

  • *3: Number of shares of companies in Mainland China is not calculated.

42

IV. Fundraising

1. Company capital and shares

1.1 Source of equity capital

Unit: Share/NTD

Unit: Share/NTD Unit: Share/NTD Unit: Share/NTD
M/Y Issue
Price
(NTD)
Approved Share Capital Paid-in share capital Remarks
Number of
Shares(thousand)
Price
(thousand
NTD)
Number of
Shares
(thousand)
Price
(thousand
NTD)
Source of Equity Capital Share Price
Disposition
with non-
cash
property
Oth
er
July
2008
10 100,000,000 1,000,000,000 82,901,175 829,011,750 Capital increase from
earnings at 39,178,250 NTD
Capital increase from
employee bonus at 6,268,500
NTD

n/a.
*1
Dec.
2008
10 100,000,000 1,000,000,000 82,370,866 823,708,660 Merger of ByWell Materials
Co., Ltd.
Inventory decrease at
5,303,090 NTD
n/a. *2
July
2009
10 100,000,000 1,000,000,000 90,607,952 906,079,520 Capital increase from
earnings at 82,370,860 NTD
n/a. *3
Aug
2011
10 100,000,000 1,000,000,000 94,952,449 949,524,490 Capital increase from
earnings at 43,444,970 NTD
n/a. *4
Nov
2012
10 100,000,000 1,000,000,000 94,952,449 949,524,490 Merger of Jinwei Co., Ltd
stocks
n/a. *5
Nov
2013
10 100,000,000 1,000,000,000 91,994,449 919,944,490 Treasury stock cancellation
at 29,580,000 NTD
n/a. *6
Sept
2016
10 100,000,000 1,000,000,000 96,594,171 965,941,710 Capital increase from
earnings at 45,997,220 NTD
n/a. *7

*1: Capital increase approved by FSC 0970033790 order on 7 July 2008.

  • *2: Capital reduction approved by MOEA 09701323420 order on 23 Dec. 2008.

  • *3: Capital increase approved by FSC 0980033595 order on 7 July 2009.

  • *4: Capital increase approved by FSC 1000030026 order on 29 June 2011.

  • *5: Registration change approved by MOEA 10101223870 order.

  • *6: Registration change approved by MOEA 10201241980 order.

  • *7: Registration change approved by MOEA 10501224890 order.

Approved share capital Approved share capital Approved share capital Approved share capital Approved share capital Remarks
Outstanding shares Un-issued shares Total
Issued Un-issued Total
96,594,171 - 96,594,171 3,405,829 100,000,000 Listed shares

43

1.2 Shareholding structure

.2 Shareholding structure .2 Shareholding structure .2 Shareholding structure .2 Shareholding structure .2 Shareholding structure .2 Shareholding structure .2 Shareholding structure
9 April 2023;unit: share
Shareholders
Number
Authority Financial
Institution
Other Legal
Person
Individual Foreign
Institution and
Foreigners
Total
Number of
shareholders
0 5 23 7,011 30 7,069
Number of shares
held
0 5,499,282 61,942,384 28,316,130 836,375 96,594,171
Shareholding ratio 0.00% 5.69% 64.13% 29.31% 0.87% 100.00%
  • 1.3 Shareholding Dispersion: Common Stocks (book value 10 NTD/share)
hareholding Dispersion: Common Stocks (book value 10 NTD/share) hareholding Dispersion: Common Stocks (book value 10 NTD/share) hareholding Dispersion: Common Stocks (book value 10 NTD/share) hareholding Dispersion: Common Stocks (book value 10 NTD/share)
9 April 2023
Shareholding Scale Number of
Shareholders
Number of held Shares Shareholding Ratio
(%)
1 to 999 3,956 540,596 0.56%
1,000 to 5,000 2,349 4,561,702 4.72%
5,001 to 10,000 363 2,657,522 2.75%
10,001 to 15,000 146 1,775,257 1.84%
15,001 to 20,000 64 1,143,984 1.18%
20,001 to 30,000 76 1,890,753 1.96%
30,001 to 40,000 40 1,400,901 1.45%
40,001 to 50,000 12 548,947 0.57%
50,001 to 100,000 26 1,751,380 1.81%
100,001 to 200,000 18 2,366,345 2.45%
200,001 to 400,000 8 2,239,758 2.32%
400,001 to 600,000 1 552,000 0.57%
600,001 to 800,000 2 1,538,040 1.59%
800,001 to 1,000,000 1 828,250 0.86%
Above 1,000,001 7 72,798,736 75.37%
Total 7,069 96,594,171 100.00%

Preferred Stocks: n/a. No preferred stocks by the company.

  • 1.4 List of Major Shareholders: Specify the shareholders, number of shares held, and ratio who hold over 5% shares, or top 10 shareholders.
Shares
Major Shareholders
Number of held shares Shareholding ratio(%)
1. GoodwayMachine Corp. 47,941,311 49.63%
2. YangDehua 9,031,403 9.35%
3. Chiajin Investment Co.,Ltd. 6,256,388 6.48%
4. Fubon Finance Co.,Ltd. 5,406,500 5.60%
5. Hongjhu Investment Co.,Ltd. 1,482,818 1.54%

44

Shares
Major Shareholders
Number of held shares Shareholding ratio(%)
6. Jihyuan Investment Investment Co.,Ltd. 1,481,316 1.53%
7. Jingchen Investment Co.,Ltd. 1,199,000 1.24%
8. Honghua Investment Co.,Ltd. 828,250 0.86%
9. Yu-en Investment Co,,Ltd. 786,728 0.81%
10.HungJiu Machine Co., Ltd. 751,312 0.78%

1.5 Share price, net worth, earning, dividend, and other information in the past two years

Item Year Year 2021 2022 Fiscal year by 31
March 2023
Price per
share
Peak 42.80 33.90 34.40
Bottom 31.20 29.00 30.75
Mean 35.19 31.08 31.89
Net Value
per share
(*1)
Before Distribution 32.68 34.87 34.94
After Distribution 31.48 n/a -
Earning per
share
Weighted average number of
shares (thousand shares)
96,594,171 96,594,171 96,594,171
EPS
(*2)
1.35
n/a
1.35 3.67 0.15
1.35 n/a -
Dividend
per share
Cash Dividend 1.20 n/a -
Stock Grant
n/a n/a n/a -
n/a n/a n/a -
Accumulated unpaid dividends n/a n/a -
Return on
Investment
Price to Earning Ratio(*3) 26.07 n/a -
Price to Earning Ratio(*4) 29.33 n/a
Dividendyield(*5) 3.41% n/a -
  • *1: Please list allocation based on number of issue stocks at year end and concluded distribution by Board of Directors or following Board of Directors.

  • *2: Retroactive adjustment will be necessary due to stock grants, capital increase from employee remuneration, company bonds in exchange for common shares.

  • *3: Price / Earnings Ratio = Average Market Price / Earnings per Share

  • *4: Price / Dividend Ratio = Average Market Price / Cash Dividends per Share

  • *5: Cash Dividend Yield Rate = Cash Dividends per Share / Average Market Price

1.6 Dividend Policy by company & implementation (to be adopted by 2023 Board of Shareholders’

meeting)

(1).Dividend policy: The settled annual net income

After closing of accounts, if there is earnings, the Company shall first pay the tax, make up the losses for the preceding years and then set aside a legal reserve of 10% of the net profit. the remaining profit shall be combined with undistributed earnings of previous year, and be partially held for company development capital. Board of Directors will draft earning distribution proposal and Board of Shareholders will adopt.

The company incurs constant change amid industry. The corporate is expanding in life cycle. In consideration of long-term financial plan and satisfaction of cash inflow requirements by shareholders, the cash dividends issued per year cannot fall below 10% of cash and dividend total.

45

(2). Implementation

Implementation of dividend distribution on Board of Shareholders’ adoption

  • (a) 2022 earnings distribution proposal adopted by Board of Directors as following:

  • i. Legal reserve adopted at 35,790,289 NTD.

  • ii. Distributable dividends at 154,550,674 NTD; EPS is 1.6 NTD.

  • iii. Undistributed earnings at 1,405,254,991 NTD is held.

  • iv. Should company bonds be transferred for company stocks or in exchange of stock inventory, transfer, and cancellation affect number of outstanding stocks and distribution rate per share alter, it will be adjusted by the Chairman.

Aforesaid adoption conforms to dividend policy of articles of incorporation by the company that stipulates cash dividends cannot fall below 10% of cash and dividend total.

AWEA

2022 Disposition of net income

Unit: NTD Unit: NTD Unit: NTD
Item Amount Remarks
Subtotal Total
Beginning Balance
Adjustment:
Add: 2022 net income
Add: Other comprehensive income
Add:
Disposition of equity method of comprehensive
income evaluated by fair value
Subtract: legal reserve
Distributable earning
Distribution:
Shareholder bonus-cash (1.6 NTD/share)
End undistributed earning
354,142,189
2,636,547
1,124,154
(35,790,289)
(154,550,674)
$ 1,237,693,064
1,559,805,665
$ 1,405,254,991

*1

Chairman: Manager:[ Accounting supervisor: ]

  • *1: A 10% of net income after tax is allocated for legal reserve pursuant to articles of company. $ 357,902,890 * 10% = $ 35,790,289

  • (a) Shareholder dividends: EPS at 1.6 NTD; once adopted on Annual Shareholder Meeting, Chairman will be authorised to set a Ex-dividend date for its distribution.

  • (b) The amount of cash dividends to be distributed is up to NT$1, and the balance of the fractional amount less than NT$1 is neglected and added to a total in a descending row and an ascending row of shareholder account number until it meets the total of cash dividends.

  • (c) Should company stock sources alter that affects number of outstanding stocks and EPS rate, Annual Shareholder Meeting will authorise the Chairman exclusively.

46

  • 1.7 Effects of stock grant proposal from shareholder meeting to business performance and earning per share

Unit: thousand NTD

Year
Item
Year
Item
Year
Item
2023
(Estimation)
Paid-inCapitalby yearbeginning(thousand NTD) 965,942
Share/divided
distribution of
currentyear
EPS(NTD)(*1) 1.6
Capital increase from Additional Paid-In Capital(issued per
thousand shares)
Business
Performance Flow
OperatingMargin(thousand NTD) n/a
(*2)
Difference in Operating Marin per ratio (%) to same quarter from
previous year
NetIncome(thousand NTD)
Difference in Net Income(%) per ratio (%) to same quarter from
previous year
EPS(NTD)
Difference in EPS per ratio (%) to same quarter from previous
year
Annual average of return of investment(reciprocal to annual
average ofprice-to-earningsratio)
Fictional EPS and
Price-to-Earning
Ratio
In the event of entire capital
increase from earning replaced by
cash dividends
Fictional EPS n/a
(*2)
Fictional annual average to
returnof investment
In the event that there is no capital
increase from additional paid-in
capital
Fictional EPS
Fictional annual average to
returnof investment
In the event there is no capital
increase from additional paid-in
capital & capital increase from
earningreplaced bycash dividends
Fictional EPS
Fictional annual average to
return of investment
  • *1: Adopted by Annual Shareholders’ meeting for 2023.

  • *2: Regulations Governing the Publication of Financial Forecasts of Public Companies stipulates no financial forecast is required to issue for 2023.

1.8 Employee and Director Bonus

  • (1) Should there be earnings (earnings are benefits before tax, benefits before subtraction of employee remuneration and director, supervisor remuneration) in the year, a 3%~8% will be allocated for employee bonus. A cap of 2% will be director and supervisor remuneration. The company allocates aforesaid employee cash and dividends conditionally to official employees. Its conditions and approaches are promulgated by Board of Directors. Should the company incur loss, it will then be reserved for coverage.

  • The company shall allocate employee and director and supervisor bonus pursuant to Company Act and articles of corporate. Accounting Research and Development Foundation(96) interpretation letter 052 states an estimated is made hereto in preparation of midterm and annual financial statements. Proper accounting items will list employee bonus and director and supervisor remuneration under operation cost or operation fee based on its nature. Should there be difference between allocation adopted by Board of Shareholders and estimation in financial statements, it will be deemed estimation alteration and be listed for distribution of income in current year.

  • (2) Remuneration distribution adopted by Board of Directors:

  • (a) Employee bonus estimation for 2022 is 16,000 thousand NTD. Director remuneration is 1,800 thousand NTD. All is distributed in cash.

  • (b) Number of shares intended for employee dividends and their ratio to capital increase from earnings: employee bonus for 2022 is all distributed with cash.

47

  - (c) EPS after intended employee bonus and director remuneration: n/a.
  • (3) Earnings having been distributed to employees, directors, and supervisor remuneration for the first half-year: earning for 2021 is distributed based on Board of Director adoption, of which employee cash bonus is 12, 000 thousand NTD, director and supervisor remuneration is 1,800 thousand NTD. Distributed in cash. No difference in allocation.

  • 1.9 Share repurchase by the company:

n/a.

  1. Company bonds (including oversea company bonds):

  2. n/a.

  3. Preferred stocks:

n/a.

  1. Issuance of overseas depository Receipt

n/a.

  1. Employee stock option

n/a.

  1. Merger or acquisition of new shares from other companies

n/a.

  1. Implementation of capital allocation plan

  2. 7.1 Plan: n/a

7.2 Implementation: n/a.

  • 7.3 Allocation of Remaining capital: n/a.

48

V. Operation

1 Business Activities

1.1 Business Scope

  • (1)A. Main items of business operation

The company's main business items are the development, design, production, manufacturing and sales of computer numerical control (CNC) machine tools. The business items listed in the company change registration form as follows:

  • ‧ CB01010 Machinery Equipment Manufacturing Industry.

  • ‧ CC01110 Computer and its Peripheral Equipment related Manufacturing Industry.

  • ‧ I501010 Product Design Industry

  • ‧ F113010 Wholesale of Machinery Industry

  • ‧ F213080 Retail of Machinery Equipment Industry.

  • ‧ ZZ99999 In addition to licensed business, can run the business that is not prohibited or restricted by law.

  • (2) The operation ratio of the main business

The operating ratio of the company's main products is as follows:

Unit: NT$ thousand
2022
2021
amount
%
amount
%
1,497,127
48.29
1,623,682
44.72
1,460,438
47.10
1,783,199
49.11
142,952
4.61
224,075
6.17
3,100,517
100.00
3,630,956
100.00
Unit: NT$ thousand
2022
2021
amount
%
amount
%
1,497,127
48.29
1,623,682
44.72
1,460,438
47.10
1,783,199
49.11
142,952
4.61
224,075
6.17
3,100,517
100.00
3,630,956
100.00
Unit: NT$ thousand
2022
2021
amount
%
amount
%
1,497,127
48.29
1,623,682
44.72
1,460,438
47.10
1,783,199
49.11
142,952
4.61
224,075
6.17
3,100,517
100.00
3,630,956
100.00
Unit: NT$ thousand
2022
2021
amount
%
amount
%
1,497,127
48.29
1,623,682
44.72
1,460,438
47.10
1,783,199
49.11
142,952
4.61
224,075
6.17
3,100,517
100.00
3,630,956
100.00
Main Product Items 2022 2021
amount % amount %
Gantry type vertical
comprehensive machiningcenter
1,497,127 48.29 1,623,682 44.72
C type vertical comprehensive
machiningcenter
1,460,438 47.10 1,783,199 49.11
Other(Note) 142,952 4.61 224,075 6.17
Total 3,100,517 100.00 3,630,956 100.00
Note: Others include machine maintenance, spare parts and trades of outsourcing goods

Focusing on the development, design, production, manufacture and sales of computer numerical control (CNC) machine tools, the business proportion is more than 95%.

  • (3) The company's current product items

The company's main products are Computer Numerical Control (CNC) machine tools, which belong to the metal cutting machine in industrial machinery; as an indispensable mechanical equipment for various basic processing and precision processing. The product application extends to aerospace industry, national defense industry, automobile industry, general machinery, metal product processing industry and electronics industry, etc. The company’s machine tool products can be divided into two categories: gantry type vertical comprehensive machining center and C type vertical comprehensive machining center. If it’s distinguished by machine, it can be divided into:

‧ Vertical Machining Center

  • ‧ Gantry type vertical machining center

  • ‧ Gantry type five-sided machining center

49

  • ‧ Gantry type high speed machining center

  • ‧ Horizontal Machining Center

  • ‧ Horizontal High Speed Machining Center

  • ‧ Horizontal boring and milling machining center

  • ‧ Five-axis processing center machine

‧ Automation equipment

(4) Development plan of new products

Computer Numerical Control (CNC) machine tools are one of the emerging industries which is actively promoted by the government in recent years, especially the high-value-added precision CNC lathes and machining centers are key development projects. At the beginning of the company was founded, focused on the medium and large precision machining centers as the core of development, which mainly meets the needs of large-scale mechanical parts processing industry and mold processing industry. In recent years, the company has also developed a series of small and mediumsized CNC vertical machining centers to meet the market demand for small and medium-sized object processing and molds. In the future, the company will not only continuously improve the competitiveness of the original series of medium and large gantry-type machining centers and series of small and medium-sized CNC vertical machining centers, but also making every effort to develop various types of CNC horizontal boring and milling machining centers and CNC five-axis machining centers. The development plan of new products are as follows:

‧ Crane type high-speed five-axis machining center

  • ‧ Horizontal fully automatic column high-speed five-axis machine

‧ Milling lathe compound with five-axis machining center

‧ Development on horizontal oblique fully automatic universal head

‧ VP6 high-speed gantry aerospace structure use machining center

‧ Development on EH5 high-speed horizontal five-axis machining center

‧ Design and development of A+/AF series modularization

‧ Design and development on the series of AE series new comprehensive machining center

‧ Development of AHM800 Horizontal Machining Center

  • ‧ Development of Z800 Gear Spindle Head

‧ Development of AC fully automatic universal head

‧ Development of SP4 high-speed gantry aluminum processing machine

  • ‧ Development of BS-Φ130 boring shaft

  • ‧ Development of 16K built-in spindle

‧ The diagnosis function of intelligent information control system

  • ‧ Facial identification function of intelligent information control system

  • ‧ Development of moving column and moving beam machining center

‧ Design and development of AU-680 high rigidity moving column five-axis machine

‧ Development of VP-xx16 gantry type comprehensive processing machine (can be put into the cabinet)

  • ‧ Design and development of X-A2 two-axis head

50

1.2 Industry Overview:

  • (1) Current status and development of machine tool industry

(a)Current status of the industry

According to customs export statistics, the total export value of Taiwan's machine tools from January to December in 2022 reached US$3.02303 billion, with growth rate of 8.6% compared with the same period of last year, in which the cutting machine tools were US$2.54299 billion, with growth rate of 10.4% year-over-year (YOY). The export value of molding machine tools was US$480.03 million, with growth rate of 0.2% YOY.

According to the ranking of exporting countries from Taiwan, mainland China ranked No.1 in 2022 with an export value of US$801.79 million, accounting for 26.5% of total exports, with a decrease rate of 10.4% YOY. The United States ranked No.2, with an amount of US$445.18 million, accounting for 14.7% of total exports, with growth rate of 37.7% YOY. Turkey ranked No.3, with an amount of US$254.35 million, accounting for 8.4%, with growth rate of 5.4% YOY. Vietnam ranked No.4, with an amount of US$116.79 million, accounting for 3.9%, with growth rate of 14.2% YOY. Russia ranked No.5, with an amount of US$114.61 million, accounting for 3.8%, with growth rate of 10.2% YOY.

The rest part are as follows: Netherlands accounted for 3.6%, with growth rate of 31.7%. Italy accounted for 3.5%, with growth rate of 40.7%. India accounted for 3.1%, with decrease rate of 0.8%. Thailand accounted for 2.9%, with decrease rate of 11.2%. Malaysia accounted for 2.7%, with growth rate 13.6%. Germany accounted for 2.6%, with growth rate of 30.4%. Japan accounted for 2.6%, with growth rate of 19.7%. Mexico accounted for 1.9%, with growth rate of 47.1%. The UK accounted for 1.6%, with growth rate of 5.2%. South Korea accounted for 1.5%, with decrease rate of 6.2%. Indonesia accounted for 1.2%, with growth rate of 13.7%. Australia accounted for 1.1%, with decrease rate of 15.1%. Brazil accounted for 1.1%, with decrease; rate of 6.0%. Belgium accounted for 1.1%, with growth rate of 27.6%. France accounted for 0.9%, with a growth rate of 63.1%. The ranking of exporting countries in 2022 is shown in the table below:

Statistical Analysis Table of Taiwan's Machine Tool Exports to Major Countries in 2022

Unit: thousands of US dollars; %

Ranking Export to the
country
2021 2021 2022 2022 Variation
Ratio %
Export Value % Export Value %
1 China 894,998 32.1 801,792 26.5 -10.4
2 U.S. 323,291 11.6 445,186 14.7 37.7
3 Turkey 241,355 8.7 254,357 8.4 5.4
4 Vietnam 102,242 3.7 116,795 3.9 14.2
5 Russia 103,966 3.7 114,610 3.8 10.2
6 Netherland 82,593 3.0 108,750 3.6 31.7
7 Italy 74,362 2.7 104,594 3.5 40.7
8 India 94,213 3.4 93,492 3.1 -0.8
9 Thailand 98,655 3.5 87,645 2.9 -11.2

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Ranking Export to the
country
2021 2021 2022 2022 Variation
Ratio %
Export Value % Export Value %
10 Malaysia 71,538 2.6 81,299 2.7 13.6
Others 695,917 25.0 814,515 26.9 17.0
Total 2,783,130 100.0 3,023,035 100.0 8.6

Source: Customs Monthly Report on Import and Export Statistics, Taiwan Machine Tool Foundation

According to the analysis of cutting machine tools, non-traditional machine tools such as electric discharge machining and laser machining grew by 23.6%, comprehensive processing machines grew by 10.9%, lathes grew by 16.0%, and drilling machines, boring machines, milling machines, and tapping machines decreased 15.5%, and grinding machines grew by 12.9%. Planing, sawing, drawing, and gear machinery grew by 9.2%. Regarding molding machine tools, forging, punching and shearing machinery decreased by 0.5% compared with the previous year, and other molding machine tools increased by 2.8%. The statistical analysis of the categories of machine tools exported from Taiwan in 2022 is shown in the table below:

Statistical Analysis Table of the categories of machine tools exported from Taiwan in 2022

Unit: thousands of US dollars;% Unit: thousands of US dollars;% Unit: thousands of US dollars;% Unit: thousands of US dollars;% Unit: thousands of US dollars;% Unit: thousands of US dollars;%
Product Items 2021 2022 Variation
Ratio %
Export Value % Export Value %
Non-traditional machine tools such as electric
dischargemachining andlaser machining
147,673 5.3 182,512 6.0 23.6
Comprehensive processingmachines 941,242 33.8 1,044,179 34.5 10.9
lathes 590,438 21.2 685,177 22.7 16.0
Drilling machines, boring machines, milling
machines, and tappingmachines
243,361 8.8 205,635 6.8 -15.5
Grindingmachines 245,894 8.8 277,736 9.2 12.9
Planing, sawing, drawing, and gear machinery 135,333 4.9 147,757 4.9 9.2
Cuttingmachine subtotal 2,303,941 82.8 2,542,996 84.1 10.4
Forging, punching and shearingmachinery 378,383 13.6 376,447 12.5 -0.5
Other moldingmachine tools 100,806 3.6 103,592 3.4 2.8
Moldingmachine subtotal 479,189 17.2 480,039 15.9 0.2
Machine Tool Total 2,783,130 100.0 3,023,035 100.0 8.6

Source: Customs Monthly Report on Import and Export Statistics, Taiwan Machine Tool Foundation

(2) The connection between the middle stream and downstream in the industry:

The relationship among the upstream, midstream and downstream in the machine tool industry is very close. The raw materials required for production include numerical controllers, ball screws, castings, hardware parts and other components. Usually, third-party manufacturers cooperate with parts processing and integrate machinery on manufacture through specialized division of work, and assembled as a machine tool. Machine tool, also known as “mother of machinery”, is a machine for manufacturing machinery, and it is also an indispensable machine equipment for various basic processing and precision processing. The machine tool industry occupies a key position in industrial development, and it is particularly closely related to the defense industry, automobile industry, and aerospace industry.

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Since the machining processes in the machine tool industry are relatively complex and the large number of components are required, Taiwan's machine tool industry has developed the integrated manufacture of machinery through specialized division of work including key components are purchased from foreign countries, general parts are supplied and processed by third-party manufacturers, and the central factory is responsible for assembly and testing. The relationship among the upstream, midstream and downstream in the machine tool industry is listed as follows:

==> picture [363 x 310] intentionally omitted <==

(3) Various development trends of products: (a)Technology Development Trend

The technical development of domestic machine tools continues to develop towards high speed, high precision, and high compounding. The focus is on improving the manufacturing process of components, increasing production efficiency, and reducing costs. Therefore, accuracy, high speed, open controller, complex and systematization has become the common pursued goal in the machine tool industry. In terms of high speed and precision, the development of high-speed feed system and high-speed spindle to increase the processing speed is benefit on the improvement of production efficiency; while improving production efficiency, it is also necessary to improve the roughness of the processing surface, so it is also necessary to take into account high-precision capability. In terms of open controllers, due to the rapid development of computers and information processing, the controller will make the functions of machine tools more intelligent, so as to improve the performance of the machine and reduce the demand and cost of production manpower. In terms of complex, in order to save space, reduce costs and meet the needs of a small number, diverse and

53

complex workpieces, it will focus on multi-functional machines, reduce the space occupied by the machine, and improve the processing accuracy by reducing the times of workpiece delivery. In terms of systematization, it will focus on the development of processing flexibility, process automation, intelligent monitoring and interface standardization.

(b)Product Development Trend

At present, there are two major development trends in the global computer numerical control (CNC) machine tool market. One is to use the strategy of mass production and low cost to occupy the low-priced market for standard-spec models; the other is to use technology to produce highprecision and high-end and high-quality machine tool models to occupy the high-value-added market with high cost-performance ratio; high-value-added models will develop towards high speed, multi-function, environmental protection, safety, quality stability, and product reliability in the future. Machine tool manufacturers will actively improve the production process and develop highspeed spindle rotation, high-speed cutting and high-precision products to enhance competitiveness.

(4) Product competition

The company's current products include gantry machine products and C-type small machine models. The competition situation of the products is described as follows:

In terms of gantry machine products, the manufacturing process of this product is complicated and unable to go mass-production because the specifications vary according to customer requirements, it belongs to a variety of products in small quantities. Currently, companies producing similar products in the world include WALDRICH SIEGEN in Germany and SNK, OKUMA, TOSHIBA, MITSUBISHI in Japan, etc., due to the high unit price of their products, they form different market segments from domestic machine tool manufacturers.

In terms of C-type machine products, due to the large market demand, there are many manufacturers divided domestically and abroad. According to different functions and properties, there are different market segments. The main differences can be divided into special-purpose machines and general-purpose machines. Currently, the company's C-type machine belong to a mid-level general-purpose model, and the competition mainly comes from South Korea, Italy, etc. Because the labor wage in our country is lower than that of South Korea and Italy, the competitiveness of this machine is better than the same level of manufacturers in other countries. However, due to the impact of exchange rate fluctuations, when the Taiwan dollar or competitors' exchange rates fluctuate greatly, the competitiveness of them will also increase or decrease accordingly.

In terms of five-axis machines, the market demand is increasing day by day. Competitors domestically and abroad have invested a lot in research and production. The company is also investing in the development of various types of five-axis machines including small-sized, midsized and large-sized. At present, the companies produce similar small and medium-sized products in the world include Hermle, DMG & MORI in Germany, the large-sized ones include SNK, OKUMA, TOSHIBA, MITSUBISHI in Japan, etc. Due to the high unit price of their products, there is a different market segment on prices in the domestic market; while the products of domestic

54

competitors are not yet mature, there should be considerable opportunities for market competition.

1.3 Overview on Technology and Research and Development:

(1) The technical level of the business

The company has focused on the research and development and production of machine tools since founded. The main source of technology is the company's long-term cultivation of talents, establishment of technology, inheritance of experience, and product research. The main R&D cadres have product development capabilities. Meanwhile, we also maintain a close cooperative relationship with upstream component suppliers; because the design and manufacture of machine tools requires long-term experience accumulation and planning capabilities, the company is still technically cooperating with domestic machinery research institutions such as the Industrial Technology Research Institute (ITRI) and the Precision Machinery Research and Development Center, dedicated to product development and improvement.

With the rich experience accumulated in product research and development for many years, the company has established a complete research and development system, which can develop the product process capability that meet the needs of customer application and product quality requirements, and maintain market competitiveness with leading production technology in the industry.

(2) Research development

In recent years, the company's main focus on research and development is to improve production efficiency and process capabilities, and then develop high-end products; in addition to continuously reducing production costs, the future research and development direction will actively focus on the fields of aerospace, 3C industry, light metal processing industry and precision mold processing industry, etc. The products that are planned to be developed in the near future are as follows:

(a)Small and medium horizontal boring and milling machining center

With the small and medium-sized CNC horizontal three-axis machining center as the main body, it is equipped with a rotatable high-load indexing table and a self-made boring spindle to cope with precision machining applications; and developed a worktable exchange mechanism to reduce waiting downtime and improve work efficiency.

(b)Large horizontal boring and milling machining center

The main market is large-scale turbine parts processing, large-scale mechanical precision parts, large-scale pipe valve parts and wind power generation parts manufacturing, etc. The product features are super-high-load worktable, super-large working stroke, super-large spindle output torque and three-axis travel module design can be matched according to customer needs.

  • (c)Large crane type five-axis machining center

In response to the trend of large-scale products in the market, we will improve the ultra-large crane-type gantry machine products to reach higher processing efficiency and better processing quality. The large-scale crane-type gantry is added to the two-axis spindle head to improve the performance of products processing, and minimize the times of overturning of large workpieces.

55

(d)Small High Speed CNC Vertical Machining Center

With the small CNC vertical three-axis machining center as the main body, the structure optimization and performance optimal design are carried out to meet the processing needs of 3C industrial parts, and produce high-efficiency, high-precision, and low-cost production.

(e)Intelligent software development

In response to customers' strict processing requirements, including size, shape, surface gloss and shortened processing time, the company will continue to develop the most suitable processing parameters, compensation functions, anti-collision simulation software and machine status monitoring functions to meet different industry groups in order to improve customer satisfaction with products and enhance product competitiveness.

(f)Develop High Precision Optical Mounting and Calibration System for Large Machine Tools

In response to the market demand for processing large objects, we will develop super-large

stroke machining center products. In order to meet this demand, improve product accuracy and value, and upgrade precision assembly technology, we participate in the industry-university cooperation project “Development of High Precision Optical Mounting and Calibration System on Large Machine Tool” led by National Formosa University.

(g)Development of large-scale moving column and moving beam gantry five-sided machining center

In response to the market demand for processing large objects, we will develop ultra-large moving column and moving beam gantry five-sided machining center products to meet the processing needs of large-scale, high torque, and high rigidity.

(h)Development of Gantry Type Friction Stir Welding Machine

Combined with the new technology transfer "Friction Stir Welding Technology" carried out by TWI (Welding Institute) in the UK, it is applied to the existing gantry machining center structure, which will help to enter the soldering and welding market in shipbuilding, aerospace and automobile industries. Currently, there is no manufacturer to involve the development on this type of functional machine, by entering the market firstly to obtain opportunities in the blue ocean market, increase product lines, and enhance the company's competitiveness.

The company focus on product research and development extremely, and organizes special research and development teams from time to time. The research and development personnel are responsible for the development of new products, improvement of production process and technical guidance.

(3) R&D expenses invested in the recent years

The ratio of the company's research and development expenses to operating income in the most recent year is as follows:

Unit: NT$ thousand

Year
Item
2021 2022 2023 Q1
R&D expenses 60,627 61,671 14,459
Revenue income 3,630,956 3,100,517 538,803
Revenue Ratio 1.67% 1.99% 2.68%

Source: Financial report audited and certified by accountants

56

In order to respond to market demand and enhance product competitiveness, the company focus on product research and development extremely. The research and development funds invested in 2021 and 2022 are NT$60.627 thousand and NT$61.671 thousand respectively, accounting for 1.67% and 1.99% of revenue ratio. The expenses are mainly used for developing new products, improving the functions of existing products, testing new products and developing parts and components. The company continues to recruit excellent R&D talents, invest equipment and related application software. Looking forward to the future, the amount of R&D expenses is expected to show a steady growth with the growth of revenue scale.

(4) Successfully developed technology or product

The company's research and development achievements are based on the production technology accumulated over more than 20 years, and continuously improve product performance to meet the actual needs from customers and obtain market competitive advantages. The company's recent annual research and development achievements are listed below:

Year Successfully developed technology or product
2008 1.Completed the development of the optimal cutting parameter "I Console" to improve
the convenience of the control interface.
2. DevelopedBL2018-S/14
3.Developed new five-sided spindle head
4.Developed AF-1250
5.DevelopedA+1800/2100/2500
6.Developed FMV-45U
2009 1.Developed MVP-5032 moving beam model
2.Developed super large crane type gantry machine: LG-10070, LG-20070
3.Developed AF full series line rail machine vertical processing machine
4.BL high-load rotary worktable development, Z-axis one-meter four-gear spindle
development, LP five-sided processing machine development, Y-axis screw anti-
vibration mechanismdevelopment,APC unit development project, etc.
2010 1.Developed LV-6030 crane type five-axis processing model with composite material
2.Developed small and medium-sized gantry five-sided processing machine series: LP-
2515/3016/4016/5016
3.Developed a full series of large-scale gantry five-axis processing machines MEGA 5P
4.Developed 8000rpm hightorque oil mist built-inspindle
2011 1.AF510 Small High Speed CNC Vertical Machining Center
2.MB1512 medium-sized horizontal boring and milling machining center
3.Developed full series of MEGA 5G large-scale crane-type five-axis processing
machines
2012 1.HTP high rigidity gantry machining center
2.Gantry Friction Stir Welding machine
3.Medium-sizedLPgantry type comprehensivemachining center
2013 1.Developed new AC automatic universal head
2.New fixed-column gantry machining center
3.HD Gantry Processing Machine
4.FCV-620 vertical five-axis processing machine
5.AH630Horizontal Machining Center
2014 1.Developed water outlet function in the center of horizontal head
2.Developed Gantry X-axis Nut Rotary Feed System
3.Developed MVP-8040 moving beam model
4.Developed EMENA Head Changing Spindle System
5.AH500 Horizontal Machining Center
6.Developed MEGA5 P2520 high-speed gantry five-axis processing machine

57

Year Successfully developed technology or product
7.The improvement and optimization on FMV99
8.C-type machine appearance aesthetic sheet metal
9.C type machine with high speed gear spindle
10.MB2012 medium-sized horizontal boring and milling machining center
11.Developed FV960 vertical five-axis processing machine
2015 1.MEGA5G Feed System Retrofit
2.Developed AF510#30 Synchronous Tool Changing System
3.Developed a special processing machine for cams (a special processing machine for
automation system components)
4.Optimized Development of FCV800 Crane Type Spindle Processing Machine
5.Developed MEGAxx20 series gantry type five-axis processing machine
6.Developed side-mounted tool magazines for SP models to meet the needs of the
economical market
7.Developed 760 long nose gear spindle
8.Geared spindle increases air curtain function
9.Improved SP model low water tank
10.Optimized development of HD high rigidity gantry machine sheet metal appearance
aesthetics
11.Fully optimized development of the new VP gantry processing machine (including
optimized design of appearance aesthetics)
12.Optimized Development of AH Series Chip Removal System
13. OptimizedDevelopment of FCV620Moving Column Five-AxisProcessingMachine
2016 1.Crane type high-speed five-axis machining center
2.Horizontal full-moving column high-speed five-axis machine
3.AC automatic universal head
4.Five-axis head
5.Large-scale moving column moving beam gantry five-sided machining center
6.Millinglathe compoundfive-axismachining center
2017 1.Developed ultra-large floor-standing moving column processing machine
2.Developed high-speed built-in spindle
3.Developed the long nose end built-in spindle
4.Developed High rigidity 90 degree horizontal head
5.Developed water outlet extension head of high speed center
6.Upgraded Project of AT510 Small High-Speed CNC Vertical Machining Center
Magazine Knife Number
7.Developed FCV620-H moving column five-axis processing machine used for special
machine for automobile mold
8.Developed specification of Self-made five-axis head A5+M
9.Developed specialautomationsystem for large C-typemachine withtrackprocessing
2018 1.Developed vertical oblique automatic universal head
2.Developed European 12,000RPM built-in spindle
3.Developed RG crane type five-axis machining center
4.Developed new generation manual horizontal head and universal head
5.Developed additional head for flat wheel grinding
6.Developed new generation A+/AF vertical comprehensive processing machine
7.AHM-800 Horizontal Comprehensive Processing Machine
8.Developed AE-1000 vertical parts processing machine
9.Developed VP6012 Gantry High Speed Aluminum Structural Parts Machining Center
10.DevelopedEH5-500horizontal five-axis processingmachine
2019 1.Developed FCV-800II new generation five-axis machine
2.Developedφ110 Boring Spindle Head Module (MB)
3.Module development for rapid mold change (improving efficiency) in processing
department
4.Developed AC fully automatic universal head
5.Developed SP4 high-speed gantry aluminum processing machine
6.Developed BS-Φ130 Boring Shaft
7.16Kbuilt-inspindle development
2020 1.Developed moving column and moving beam machining center
2.Developed and released intelligent information control systemproduct

58

Year Successfully developed technology or product
3.Developed production management function of intelligent information control system
4.Developed AD-550/500 double-spindle C-type machine
5.Developedφ110 boring spindle head module (AHM specification)
6.Developed CF-1060 high-efficiency/rigid vertical processing machine
7.NA+gear spindle (small) optimization solution (#50-6K upgraded to 8K)
8.Developed LH-119 geared spindle (assisting Yiquan company)
9.Developed Adaptive Cutting Function
10.Developed wireless hand wheel function
11.DevelopedMEGA5P,RG5five-axismachine
2021 1.Optimized development of one-division AC fully automatic universal head
2.Optimized development 4,500RPM horizontal head
3.Integration of LB/EP fixed column gantry processing machine
4.Developed Tool magazine management function
5.Developed Tool monitoring function
6.Developed machine diagnosis function
2022 1.Developed VP model 12KB built-in spindle
2.Electrification design of self-made tool magazine
3.Developed Z800 Hard Rail Short Transmission Gear Spindle
4.Developed AU-680 high rigidity moving column five-axis machine
5.Developed VP-xx16 gantry processing machine (can be put into the cabinet)
6.Developed AHM-800-APC horizontal exchange worktable
7.Designed and developed X-A2 two-axis head
8.Developed deep learning compensation technology for intelligent spindle thermal
displacement
9.Developed Intelligent tapping deep learning automatic modulation technology
10.Platform development of intelligent information control system(FANUC controller)

1.4 Long-, short-term business development plan:

Since the establishment of the company, we have been expanding highly precision and automatic production equipment, in order to improve efficiency, productivity, and advance technique towards high-added value products’ development that creates operation benefit. Our short- and long-term development as following:

(1)Short-term business plan

(a)Marketing strategy

‧ Strengthening customer service quality system

Establishment of cross-communication channel between the company and customers. Enhancement of training for personnel against marketing and customer complaint. Improvement of customer service quality. Offering post-sales customer service. Prioritising customer feedbacks. Working towards customer satisfaction. Consolidation of long-term relations with customers.

‧ Working on high added value orders. Improving competitiveness.

Besides long-term customers, we are reinforcing developing business with potential domestic customers and working on high added value product orders. By increasing market ratio of medium and high price machining centres, we can differentiate positioning in market from same industry and strengthen our competitiveness.

‧ Diversification in customers. Arrangement of product structure and channels

We consolidate customer sources, maintain good customer relations, adjust product structure against market requirement and industry development trend, develop diverse sales channels, in order to produce flexible and qualifying products for domestic and international customers. We diversify customers in order to reduce business risks from industrial and economic alteration.

(b)Product strategy

‧ Mass production and modification of machine tools

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In order to shorten lead time for market, we reinforce mass production and modification of machine tools, so that it will satisfy the multifunctionality requirements of customers and production will be flexible. Interchangeability of components can reduce inventory risk of spare parts.

‧ Upgrade in assembly of plants in Mainland China

We upgrade assembly in plants in Mainland China and cultivate local machinery talents. We develop self-owned products and it strengthens our product competitiveness. It satisfies the requirements for lead time of our Mainland Chinese customers.

  • (c)Product development target

‧ Comprehensive supply competence of product lines

Besides development of precise machinery tools, in order to satisfy customer requirements and market diversification, we aim as well at development of medium-small CNC vertical machine centres with competence in comprehensive product line, which satisfies customer requirements at once for all.

‧ Reinforcement of integration of high-speed machining centres and applications.

We will develop medium-small high-speed products against high-paced market. It will improve machining efficiency, including size, shape, surface rating, and shortens machining time; we will as well develop most applicable software with specification and satisfy diverse industries with optimised specification. It improves competitiveness of minor specification models.

(d)Operation scale and financial coordination

‧ Implementation of management mechanism and improvement of administration efficiency We plan efficient management for the company and implement digitalisation of business information operation, so that it complements integration, analysis of information and customer service. We promote performance evaluation management aiming at improvement of administration efficiency.

‧ Reinforcement of financial management and proper use of capital

(2) Long-term business plan

(a)Strategy policy

‧ Development of overseas market and reputation.

Development of international market with good reputation that caters to foreign orders; we increase overseas export sales ratio with development of Mainland China production strategy. We aim at global marketing network and achieve diversification in market.

‧ Integration of cross-department resources to ensure competitiveness.

We improve process flexibility and mobilisation with our sound customer service mechanism and integration of resources cross-department. Our professional reputation improves and customers trust us. It will reflect on business performance and earnings by the company which ensures our competitiveness.

(b)Production strategy

‧ Reinforcement of production strategy and improvement of product quality.

In association of domestic and foreign customers requirements for products, we settle production plans, plan development of new products, facilitate product launching. We ensure to meet revenue targets and make good use of productivity. Overall productivity improves.

‧ Production structure adjustment against market demands and supply

The company will adjust production structure pursuant to shift in market demand and supply and business cycle. The production flexibility reaches optimisation. We consolidate a strategy alliance with upper and lower stream suppliers. We reinforce labour division and improve profitability.

(c)Product development target

‧ Improvement of competence in self-production for key elements

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The company has been cultivating talents for electronic control unit in integration with domestic technical research institutes, e.g., precise bearings, etc., so that it reduces dependency on foreign suppliers.

  • (d)Association on business scale and finance

  • ‧ Sustainable governance is our value. Expansion of business scale.

Sustainable governance is a value by the company. We cultivate R & D talents and integrate academy and industry. Students receive cooperative education and they will be talents needed by the company. R & D competence is rooted for global competitiveness in integration with long-term marketing strategy and product strategy target. Product automatisation and quality improve and operation scale and items expand, so that market share will increase.

2. Market, production and sales

2.1 Market analysis

  • (1). Sales area of flagship products
ales area of flagship products ales area of flagship products ales area of flagship products ales area of flagship products ales area of flagship products
Unit: thousand NTD
Year
Area
2022 2021
Amount % Amount %
Taiwan 806,651 26.02 1,019,178 28.07
Mainland China 1,097,559 35.40 1,450,073 39.93
Asia 179,114 5.78 299,482 8.25
US 270,455 8.72 221,299 6.09
Turkey 195,875 6.32 166,907 4.60
Italy 97,816 3.15 126,617 3.49
Other countries 453,047 14.61 347,400 9.57
Total 3,100,517 100.00 3,630,956 100.00
  • (2) Market share

Due to variety of machining products and their functions, specification, and use, no general overall analysis can be made. Our group’s products overall belong to the metal cutting machining industry and relevant production, maintenance and repair. Gross revenue in 2022 is 3,100,517 thousand NTD.

  • (3) Future supply, demand and margin of market

  • (a)Future supply and demand of market

Machine tools are used overall in a variety of industry. Besides conventionally in car, motorcycle, and household appliance industry, production and manufacture of information and aerospace industry and other high-tech components depend on production of machine tools. Its end industry has a great deal diversity. In accompany of global development in artificial intelligence and no-man plants, machine tool industry aims at high-end and complexity. The company strives existing market with cost-effectiveness and as well cooperates with domestic information electronic technical support providers and domestic academic institutes. We integrate gradually peripheral automisation elements and manage intelligence goal and plant-wise consistent design against export requirements for machine tool products.

  • (b)Future market demand

Machine tools have a variety of end use. Besides processing car, motorcycle and precision machine components, semiconductor, tablets and electronic industry also applies, as well as other markets like wind energy, solar and optoelectronics industry, LEDs from green energy.

Taiwan’s machine industry aims at export. Under the impact of China-US Trade War and COVID-19 Pandemic, global investment is on the watch. Followed by the global port congestion in 2021, freight increased a great deal. Demand for machine tools dropped subsequently.

We look forward to the future. As global pandemic lockdowns released, the port congestion

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eased. It is anticipated that the annual growth rate of inflation can be controlled after US Federal Reserve launches rate rising recycle. On the other hand. Russian-Ukrainian war caused regional devastation. Peaceful resolution is foreseen in 2023. Global investment and post-war reconstruction will encourage the comeback and growth of machine tool industry.

(c)Margin of future market

Due to the global pandemic impact, stagflation, Russian-Ukrainian war, global port congestion and decoupling of supply chain, the investment incurred a stagnation in the past two years. The demand hereof is anticipated to bounce back following the global lockdown release and inflation recovery. 2050 Carbon neutral is a focus. Industry has demands for new equipment in response to carbon neutralisation; we are convinced it will bring a great deal opportunity to develop in the future.

(4) Competitiveness

(a)The company focuses on its strength with credibility and good reputation.

The company has been founded for over twenty years. Self-owned brand AWEA has excellent credibility and reputation. We insist high quality policy and endeavor improving customer satisfaction. We acquired international quality assurance management system ISO 9001 authentication and environment management system ISO 14001, respectively in 1996 and 1998. The products meet CE safety requirements. The company has strict standard for product quality and technical level. We constantly develop new products. We have comprehensive product lines and are competitive in machine tool market.

(b)We are an experienced management team.

The company’s management focuses on machine tools with years’ experience. Our managers are experienced in industrial condition shift, product development trend, production and manufacture. The company has gradual growth in revenue and earning throughout recent years. It evidences the excellent qualified profession and business performance of our management team.

(c)Steady R & D competence. High technical level for products.

The company not only researches and develops process, but also cooperates with Machine Institute and Precision Machinery, ITRI, so that technology transfer and latest product information will be acquired and the company will have competitive development in production technique; we renovate on existing basis with immense achievement for the past years. We obtained credibility from the federal government and profession commission and awards and patents. It shows the products of our company have quality and technique equivalent to the world’s level.

(d)Flexible production of products. Proper diversification and isolation.

In order to customise products and shorten lead time, the company increases constantly added value of products and reduces product costs and shortens lead time through establishment of commission system and modular production; the company orientates its market products at high added value medium high machine tools with complete product combination and strong product development competence. We have our accomplishments in the advanced machine tool market amid market control of Japan and Germany in machine tools. Price competition is avoided in the meantime.

(e)Expansion of overseas export and import sales points. Offer complete post-sales service. The company cooperates with potential competent sales and maintenance distributors. We offer distributors backup and technical support so that their marketing and service improve that allows to expand the domestic and international market. We provide instant post-sales service and established a good reputation brand.

(5) Pros and cons and response strategy amid vision development

(a)Pros

‧ Development in industry career for a greater vision. Taiwan is competitive.

Machinery industry is one out of ten high added value, high-tech new industries of the federal plan. Electronic information and car and motorcycle industry recent years’ offers excellent

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integration of mechatronics resources and stamping equipment market in Mainland China and Southeast Asia; after China-US Trade War, Taiwan replaced consumption requirements of the US in China with investment back in Taiwan. It increases the demand for machine tools made in Taiwan.

‧ Marketing strategy for multi-channel self-own brand and wide marketing points

The company launches marketing around the globe with self-owned brand AWEA. The market is prospering in European and American regions and business will perform better; in the meantime, new Asian market, Mainland China and India raise demands for machine tools, which will be our future niche market and margin; furthermore, the company diversifies business promotion in market via direct sales, distribution, agent, and other marketing channels, etc. It allows steady growth in sales performance.

‧ Good and credible product quality in market

Since foundation, the company tests and advances technology at all costs. We acquired international quality assurance management system ISO 9001 authentication and environment management system ISO 14001. The products meet CE safety requirements. The products of our company have quality and technique equivalent to the world’s level. We were awarded Good SelfOwned Brand, Good Product Design, Taiwan SME’s Innovation Award, Taiwan Excellence Award, National Product Image, National Award of Outstanding SMEs and Industrial Technology records, etc. Self-owned brand AWEA wins product reputation and global competitiveness with credibility from our clients.

‧ Unique process renovation

The company develops constantly develops new products with customisation, diversified and limited production. Our esteemed senior technicians renovate the process and improves productivity, e.g., straightforward process change, flexible process management, instant product support, etc. It allows process renovation technique to apply to product line renovation and ensure timely lead time and quality.

‧ Highly vertical division of labor in centre plants and subcontractor

Taiwan’s machine tool industry has a complete spiral system. Besides few key elements are supplied by foreign suppliers, we are capable of producing most components; the company’s machinery elements’ casting, components production is supplied by long-term contractors. The production process is highly efficient and elastic.

(b)Cons and response strategy

‧ Port congestion, energy price rise caused immense freight rise compared with same period. Response measure:

The company invests in machine tools’ design renovation accordingly. Container-wise design allows to reduce freight and improves competitiveness.

‧ Domestic wage rise. Increase in production cost.

Domestic technique talents are not easily cultivated and there is shortage in domestic experienced labour. Recent years’ adjustment of benefit policy, universal health insurance, basic wage increase adds up to business operation’s cost. Response policy:

We work on training and technical development for employees and strengthening overall work conditions and reducing turnover rate; we increase productivity and increase in investment in automisation equipment and commission, so that direct manpower can be reduced. It improves employees’ work efficiency and reduces production cost.

‧ Partial dependency on foreign major materials

Currently the domestic machine tools key elements such as numerical controllers, precise bearings’ technique is owned by Japanese and German suppliers. Given the components take up a high percentage cost, it will have adverse future career development and global competitiveness. Response strategy:

The company reduces production cost of key components by expanding capacity and batch

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procurement. Meanwhile the supply source is diversified with communication with multiple suppliers. It de-centralises supply sources and reduces risks of floating pricing. ‧ Limited domestic sales market. Fierce competition in products.

Compared with Europe and America, Taiwan’s machine industry has limited domestic market. Companies of same industry are highly similar with fierce competition. It ends up with instalment pay as a consequence, adverse to business operation by the company. Response strategy:

The company renders harsh domestic trading conditions and implement product diversification and isolation. We avoid low pricing competition and expand overseas market, widely spread sales points, strengthen agents’ competence in marketing and maintenance, establish close relations, so that our overseas market will expand in scale and the domestic market will de-centralise; furthermore, we develop high precision, automatisation, highly efficient products, so that add values will increase in products thus creates a diversification in market.

2.2 Usage and production process of major products:

(1) Main usage

The company focuses on development, production, manufacture, and sales, etc. of computer numerical controller (CNC) machine tools, a metal cutting machinery manufacturing industry; machine tool industry is technique-centralised, has high add values, highly industrially associated, etc., especially highly correlated with machinery industry, defence industry, car industry, aerospace industry. The products apply widely to processing of precision components, stamping mould for car sheet metal, plastic mould and aerospace components, etc.; usage of our main products as following:

Major products Main usage
Vertical Machining Centre
(Double Columns Gantry)
Machine tools and industrial machinery, car and motorcycle mould, plastic
mould, petrochemical industry, power plant boiler components and aerospace
military industry components, household appliance components process and
mould process.
Double Column 5-FACE
MachiningCentre
multi-face process of immense precision components of aforesaid industry
Fixed Double Columns
Machining Centre
Machine tools and industrial machinery, car and motorcycle mould, plastic
mould, petrochemical industry, power plant boiler components and aerospace
military industry components, household appliance components process and
mouldprocess
Double Columns Moving-Cross-
rail(W-travel)MachiningCentre
Big car and motorcycle mould, petrochemical industry
Double Columns 5-axis
machiningcentre
Process of aerospace components, complex curved space components
Horizontal Boring and Milling
MachiningCentre
Precision process of medium big axle hole; process of medium big
components.
Type C Vertical Machining
Centre
Applicable to light metal process, medium small moulding industry, car
components and 3C industry.

(2) Production process

Production plan
Component
Casting/Material
Coating
Machinery assembly
Machinery process
Outer supply order
Incoming quality
Control
Electronic control
assembly
Electromechanical
Adjustment

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End product quality Control

Customer division Package/delivery Installation, acceptance Post-sales service

==> picture [31 x 20] intentionally omitted <==

2.3 Supply of major materials

The company’s main materials are controllers, casting parts, and linear slide rails. Controllers are supplied by domestic suppliers. Price ranges on brands and application software. The company accompanies well with suppliers and price is secured; casting and slide rail suppliers are of long-term relations. The incoming price alters from international material pricing flow and specification difference. In general, the company has multiple steady domestic and foreign supply. Due to minimisation of risks from incoming goods, the company adds suppliers if applicable, so that price and quality will be ensured. Overall material supply for 2023 is deemed stable.

  • 2.4 Customers with a gross sale over ten percent and their sales and ratio in either year of the past two years. Specify the reason for change:

  • (1) Major customers with a gross sale over ten percent for the past two years:

No single customer has a gross sale over ten percent and their sales and ratio in either year of 2022 and 2021.

  • (2) Major suppliers with net purchase over 10 % for the past two years

Unit: thousand NTD

Unit: thousand NTD Unit: thousand NTD Unit: thousand NTD Unit: thousand NTD
2021 2022 2023 Q1
Item
No.
Name Amount Name Amount Percentage
of annual
net
purchases
(%)

Relation
to issuer
Item Amount Percentage
of annual
net
purchases
(%)
Relation
to issuer
Ratio of net

Relations
purchases
in the
hip with
Issuer
whole year
(%)
1 FANUC 231,071 8.75 N/A FANUC 211,894 10.51 n/a
FANUC 23,033 6.05 n/a
Other 2,411,215 91.25 Other 1,803,998 89.49 Other 357,514 93.95
purchase
net
amount
2,642,286 100.00 Net
purchase
2,015,892 100.00
Net
purchase
380,547 100.00

Explanation of alteration:

Controllers are major material procurement by the company. They are required by precision and complex components process, so their function and stable quality is appreciated by the customers. FANUC is a global brand with reputation. Its products are stable in quality. It has sound marketing and post-sales service system that allows straightforward maintenance and operation training. So FANUC’s controllers are our designated equipment.

Year
Main Products
2021 2021 2021 2022 2022 2022
Capacity Output Qty Output value Productivity Yield Output value
Gantry processing
machine
385 226 1,370,159 385 208 1,171,550
C-type machine 1,335 1,001 1,540,317 1,234 683 1,146,793
Maintenance and
others
18 18 115,320 15 15 92,039
Total 1,738 1,245 3,025,796 1,634 906 2,410,382

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2.6 Sales value of the past two years Unit: NTD/thousand NTD

Year
Main Products
2021 2021 2021 2021 2022 2022 2022 2022
Domestic sales Export Domestic Export
Qty Value Qty Value Yield Value Yield Value
Gantry processing
29
314,633 189 1,309,049 38 299,449 171 1,197,678
machine
C-type machine 300 569,837 678 1,213,362 212 446,843 485 1,013,595
Maintenance and
49
134,708 1 89,367 16 60,359 0 82,593
others
Total 378 1,019,178 868 2,611,778 266 806,651 656 2,293,866
  • 3.Number, average service term, average age, and academic background of employees from the past two years

Information on the employees hired in the last two years

Year 2021 2022 Until 31 March 2023
Number
of
employe
es

Direct labor
240 207 206
Indirect labor 397 387 378
Total 637 594 584
Average age 36.3 38.1 38.2
Average years of service 7 years and 7
months
8 years and
4months
8 years 5 months
Educati
onal
Distribu
tion
Ratio
PHD 0.00% 0.00% 0.00%
Master 5.65% 7.24% 7.36%
Bachelor 59.03% 59.76% 59.08%
Senior High School 28.89% 28.12% 28.42%
Under senior high
school
6.43% 4.88% 5.14%

4. Environmental protection cost

  • 4.1 The law states a pollution source installation permit or pollution emission permit shall be established or pollution control fee shall be paid or exclusive environmental personnel shall be appointed. Application, payment, or establishment details:

The company products do not cause pollution, thus no pollution source installation permit or pollution emission permit needs establishing or pollution control fee needs paying or exclusive environmental personnel needs appointing; general household waste is commissioned to qualified recyclers. Before the machine is finalised, the cutting oil caused by test-runs is recycled and reused. When it is out of use, then is commissioned to recyclers. No pollution damage has been caused for the past two years.

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4.2 Investment in pollution control equipment and purpose and potential benefit

Unit: thousand NTD

Unit: thousand NTD
Equipment Quantity Date of
acquisition
Investment
cost
Un-depreciated
Value

Purpose and
Estimated benefit
Painting room
Painting
equipment
One set 25 Nov.
2004
3,980 0 environment Air quality
protection. Air pollution
reduction.
  • 4.3 Environmental pollution by the company control for the past two years until Prospectus issuance. State if pollution disputes and its handling details: n/a.

  • 4.4 Loss from environmental pollution, disposition amount by the company for the past two years until Prospectus issuance. Disclose its future response measures and potential cost:

The production of company products does not cause pollution. The company pays attention to pollution control. We invest in pollution control equipment and reinforce employee training on environmental protection. No material loss or indemnity from environmental pollution has occurred for the past two years until Prospectus issuance.

  • 4.5 Current pollution conditions and its rectification effects on earning, competitiveness, and capital expense and material environmental capital cost estimation for the upcoming two years by the company:

The production by the company aims at design and assembly. Most in-between process has been commissioned. No earning, competitiveness, or capital by the company was affected by material environmental pollution since establishment; recent years’ environmental protection is being noticed. The authority issues strict pollution emission standard. The company pays attention to environmental protection and endeavours in investing resources and capital increase for environmental pollution equipment, as well as commission of general household waste to specialised recyclers; there is no estimated material environmental cost for the upcoming two years.

5. Labour relations

  • 5.1 Specify Benefit, training, development, pension and implementation, and labour agreement and employee benefit protection measures.

  • (1) Employee benefit:

The company maintains actively labour relations based on win-win concept and pays attention to employee benefit and health with complete benefit measures, in order to improve employee orientation.

  • ◎The company employees are insured with labour and health insurance, and enjoys pension, and regular health checks.

  • ◎The bonus system and earning division, stock option are incentives for employees’ performance encouragement.

  • ◎Health, accidents, material illness, etc. are insured within company insurance package for employees.

  • ◎Employee welfare is allocated for employee benefit committee that is in charge of employee benefit affairs, e.g. holiday bonus, birthday bonus, wedding and funeral subsidy, scholarship, domestic and overseas travels, etc.

  • ◎Employee dormitory is provided for travel safety of outer county employees.

  • ◎Employee Stock Ownership Trust is introduced for benefit of life after retirement of employees. A third layer pension safety net is established.

  • (2) Employee training and development:

In order to onboard new employees, training is arranged before on duty which will

67

facilitate information on industry orientation and future development of the company for new employees. Occasional specialised training is held for profession updates and self-development. The proper onboard training is organised on company’s internal requirements or training that depends on specialisation to improve employee profession.

  • (3) Employee pension

The company established a labour pension reserve supervision committee. It allocates a 2% pension reserve for employees who opt for former pension system. It will be saved in account of Central Trust of China for labour pension reserve supervision committee to manage and supervise.

For employees who opt for current pension system, a 6% pension is allocated for saving in account of Labour Insurance Bureau; the company hires actuaries for actuary report that estimates accrued pension liabilities.

  • (4) Labour agreement:

The company has smooth labour relations and follow regulations and implement by law. It is running smoothly and monthly employee benefit committee and quarterly labour meetings are held. No conflict or dispute has taken place.

  • 5.2 Loss from labour disputes, current and future estimation and measures in current year by closure date of annual report:

The company pays attention to employee benefit and abide by labour regulations. No loss from labour disputes has been incurred by recent year until closure date of annual report. No potential loss from labour dispute is foreseen for the future.

6. Important agreements

nt agreements
Type of
Agreement
Stakeholder Term Content Limitation
Land lease Central Taiwan
Science Park
01 Apr. 2004~
31 Dec. 2023
AWEA
Land use in Central Taiwan
Science Park
n/a

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VI. Financial Information

1. Recent five-year condensed balance sheet and comprehensive income statement

1.1 Condensed balance sheet

  • (1) IFRS-individual statement is applied

Unit: thousand NTD

2018 2019 2020 2021 2022 2023 Q1
Year
Item
Current assets 3,688,120 2,678,945 2,504,911 2,974,201 3,750,594 3,576,282
Property, Plant and
Equipment
1,560,426 1,530,354 1,496,232 1,439,750 1,395,401 1,382,637
Intangible assets 7,605 6,289 4,954 7,909 6,794 6,347
Otherassets 1,392,233 1,448,957 1,233,057 1,219,084 1,095,293 1,041,582
Totalassets 6,648,384 5,664,545 5,239,154 5,640,944 6,248,082 6,006,848
Current
liabilities
Before
distribution
3,465,443 2,619,034 1,987,014 2,465,953 2,885,554 2,630,763
After
distribution
3,658,631 2,686,650 2,180,202 2,581,866 not applicable
Non-currentliabilities 216,686 185,384 128,893 137,765 109,852 105,794
Total
liabilities
Before
distribution
3,682,129 2,804,418 2,115,907 2,603,718 2,995,406 2,736,557
After
distribution
3,875,317 2,872,034 2,309,095 2,719,631 not applicable
Equity attributable to
shareholders of the
parent office
2,966,255 2,860,127 3,123,247 3,037,226 3,252,676 3,270,290
Capitalstock 965,942 965,942 965,942 965,942 965,942 965,942
Capitalsurplus 250,067 250,067 172,792 124,495 95,516 95,516
Retained
earnings
Before
distribution
1,799,468 1,724,431 2,039,270 1,978,858 2,220,850 2,235,568
After
distribution
1,606,280 1,656,815 1,846,082 1,862,945 not applicable
Otherequityinterest (49,222) (80,313) (54,757) (32,069) (29,632) (26,736)
Treasurystock
Non-controlling
interest
Total
equity
Before
distribution
2,966,255 2,860,127 3,123,247 3,037,226 3,252,676 3,270,290
After
distribution
2,773,067 2,792,511 2,930,059 2,921,313 not applicable

Note:

(1) The above information has been audited and certified by an accountant or reviewed.

(2) The 2022 surplus distribution proposal has not yet been resolved by the shareholders' meeting.

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(2) IFRS-consolidated statement is applied.

Unit: thousand NTD

Unit: thousand NTD
Year
Item
2018 2019 2020 2021 2022 2023 Q1
Current assets 5,002,351 3,885,376 3,616,189 3,859,310 4,604,226 4,393,675
Property, Plant
andEquipment
2,321,747 2,376,540 1,923,220 1,872,994 1,797,473 1,777,920
Intangible
assets
13,570 11,964 9,883 12,043 10,368 10,753
Otherassets 443,733 462,803 474,678 462,933 379,731 402,124
Totalassets 7,781,401 6,736,683 6,023,970 6,207,280 6,791,798 6,584,472
Curre
nt
liabilit
ies
Before
distribution
4,259,295 3,367,142 2,604,765 2,825,233 3,288,494 3,081,183
After
distribution
4,452,483 3,434,758 2,797,953 2,941,146 not applicable
Non-current
liabilities
388,615 357,185 167,333 225,560 135,109 128,525
Total
liabilit
ies
Before
distribution
4,647,910 3,724,327 2,772,098 3,050,793 3,423,603 3,209,708
After
distribution
4,841,098 3,791,943 2,965,286 3,166,706 not applicable
Equity attributable
to shareholders of
theparent office
2,966,255 2,860,127 3,123,247 3,037,226 3,252,676 3,270,291
Capitalstock 965,942 965,942 965,942 965,942 965,942 965,942
Capitalsurplus 250,067 250,067 172,792 124,495 95,516 95,516
Retain
ed
earnin
gs
Before
distribution
1,799,468 1,724,431 2,039,270 1,978,858 2,220,850 2,235,568
After
distribution
1,606,280 1,656,815 1,846,082 1,862,945 not applicable
Other equity
interest
(49,222) (80,313) (54,757) (32,069) (29,632) (26,735)
Treasurystock
Non-controlling
interest
167,236 152,229 128,625 119,261 115,519 104,473
Total
equity
Before
distribution
3,133,491 3,012,356 3,251,872 3,156,487 3,368,195 3,374,764
After
distribution
2,940,303 2,944,740 3,058,684 3,040,574 not applicable

Note:

(1) The above information has been audited and certified or reviewed by an accountant.

(2) The 2022 surplus distribution proposal has not yet been resolved by the shareholders' meeting.

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1.2 Condensed consolidated balance sheet:

(1) IFRS-individual statement is applied.

Unit: thousand NTD

Year
Item
2018 2019 2020 2021 2022 2023 Q1
Operating revenue 3,759,947 2,442,611 2,068,417 2,492,430 2,283,658 325,936
Gross profit 594,432 411,625 230,399 417,948 453,198 37,235
Incomefromoperations 198,139 101,851 (63,054) 139,903 212,519 (16,617)
Non-operating
income
and expenses
157,281 49,600 408,923 41,826 227,338 38,332
Income before tax 355,420 151,451 345,869 181,729 439,857 21,715
Net income of
continuing business units
333,392 118,773 378,605 130,860 354,143 14,958
Income of discontinued
units
Netincome (Loss) 333,392 118,773 378,605 130,860 354,143 14,958
Other comprehensive
income
(income aftertax)
(11,637) (31,713) 29,406 24,604 6,199 2,656
Total
comprehensive
income
321,755 87,060 408,011 155,464 360,342 17,614
Net income
attributable to
shareholders of the
parent company
333,392 118,773 378,605 130,860 354,143 14,958
Net income
attributable to non-
controllinginterest
Comprehensive
income attributable
to Shareholders of
the parent company
321,755 87,060 408,011 155,464 360,342 17,614
Comprehensive
income attributable
to non-controlling
interest
Earnings per share 3.45 1.23 3.92 1.35 3.67 0.15

Note:

(1) The above information has been audited and certified by an accountant

(2) The consolidated financial statements for the first quarter of 2023 have been reviewed by accountants

71

(2) IFRS-consolidated statement is applied.

Unit: thousand NTD

Year
Item
2018 2019 2020 2021 2022 2023 Q1
Operating revenue 4,872,536 3,417,949 3,093,583 3,630,956 3,100,517 538,803
Gross profit 893,461 663,667 482,591 681,860 663,000 52,224
Income from operations 340,814 195,610 37,924 266,199 298,225 (28,015)
Non-operating income
and expenses
64,479 (11,992) 517,496 (28,399) 161,563 44,909
Income before tax 405,293 183,618 555,420 237,800 459,788 16,894
Net income of continuing
business units
333,195 107,708 594,202 122,033 349,287 3,531
Income of discontinued
units
Net income (Loss) 333,195 107,708 594,202 122,033 349,287 3,531
Other comprehensive
income
(income after tax)
(13,227) (35,655) 30,740 24,067 7,313 3,038
Total comprehensive
income
319,968 72,053 624,942 146,100 356,600 6,569
Net income attributable
to shareholders of the
parent
333,392 118,773 378,605 130,860 354,143 14,958
Net income attributable
to non-controlling
interest
(197) (11,065) 215,597 (8,827) (4,856) (11,427)
Comprehensive income
attributable to
Shareholders of the
parent
321,755 87,060 408,011 155,464 360,342 17,615
Comprehensive income
attributable to non-
controlling interest
(1,787) (15,007) 216,931 (9,364) (3,742) (11,046)
Earningsper share 3.45 1.23 3.92 1.35 3.67 0.15

Note:

(1): Aforesaid data has been certified or verified by CPA.

72

1.3 Five-year CPA names and audit commentary

Audit Year Accounting firm Name of visa accountant Audit opinion
2018 Enwise CPAs & Co., Yi Changyun, Chen Yuson unqualified opinions
2019 Enwise CPAs & Co., Yi Changyun, Chen Yuso unqualified opinions
2020 Enwise CPAs & Co., Yi Changyun, Chen Sporn unqualified opinions
2021 Enwise CPAs & Co., Yi Changyun,Chen Sporn unqualified opinions
2022 Enwise CPAs & Co., Yi Changyun, Chen Sporn unqualified opinions

2. Five-Year Financial Summary

(1) IFRS-individual is applied.

IFRS-individual is applied. IFRS-individual is applied. IFRS-individual is applied.
Year ( Note.1)
Analysis Item
(Note.2)
2018 2019 2020 2021 2022
Financial
structure (%)
Debt Ratio 55.38 49.51 40.39 46.16 47.20
Ratio of long-term capital to
property, plant and equipment
203.98 199.01 217.36 220.52 240.97
Solvency
(%)
Current ratio 106.43 102.29 126.06 120.61 132.10
Quick ratio 62.45 58.63 81.33 80.57 95.89
Interest coverage ratio 16.53 7.52 22.39 19.85 23.11
Operating
performance
Receivable turnover rate
(times)
2.95 2.38 2.72 3.17 2.97
Average cash recovery day 123.73 153.36 134.19 115.14 122.90
Inventory turnover rate (times) 2.23 1.58 1.87 2.27 1.83
Payable turnover rate (times) 3.91 3.34 4.44 3.78 3.19
Average daysinsales 163.68 231.01 195.19 160.79 199.45
Property, plant, and equipment
turnover rate (times)

2.43
1.58 1.37 1.70 1.61
Total assets turnover rate
(times)
0.57 0.40 0.38 0.46 0.38
Profitability Returnontotalassets (%) 5.32 2.23 7.18 2.55 6.23
Return on stockholders' equity
(%)
11.63 4.08 12.66 4.25 11.26
Pre-tax
income to
paid-in capital
(%)
Business
interest
20.51 10.54 (6.53) 14.48 22.00
Pre-tax net
income
36.80 15.68 35.81 18.81 45.54
Profitratio (%) 8.87 4.86 18.30 5.25 15.51
Earnings pershare (NT$) 3.45 1.23 3.92 1.35 3.67
Cash flow Cash flowratio (%) 0.58 24.56 46.03 14.68 7.36
Cash flow adequacyratio (%) 52.16 100.66 159.23 74.49 104.50
Cash reinvestment ratio(%) (2.78) 12.65 20.08 3.16 1.56
Leverage Operating leverage 1.48 1.78 (0.29) 1.55 1.63
Financial leverage 1.13 1.30 0.80 1.07 1.10

73

Please justify the financial rate change for the past two years. (is exempted if difference falls below 20%.)

  1. Inventory turnover, payable turnover, total asset turnover decreased due to poor market performance and led to revenue decrease.

  2. Return on assets and return on equity increased due to exchange rate change in 2022 and led to nonoperation profit increase.

  3. Operating margin increased due to profitability increase by the company in 2022.

  4. Net income, profit rate, EPS increased due to exchange rate change in 2022 and led to led to non-operation profit increase.

  5. Cash flow rate decreased due to poor market performance and business declined. Cash inflow from operation decreased.

Note:1 The above information has been audited and certified by an accountant

Note 2: Please refer to the description of Note 2 in the table below for the calculation formula of financial analysis

(2) Adoption of IFRS - Consolidation

Year ( Note.1)
Analysis Item
(Note.2)
Year ( Note.1)
Analysis Item
(Note.2)
2018 2019 2020 2021 2022 2023 Q1
Financial
structure (%)
Debt Ratio 59.73 55.28 46.02 49.15 50.41 48.75
Ratio of long-term capital to
property, plant and equipment
144.50 135.38 171.10 174.20 188.47 191.17
Solvency
(%)
Current ratio 117.45 115.39 138.83 136.60 140.01 142.60
Quick ratio 62.45 62.38 83.41 79.06 89.38 88.73
Interest coverageratio (times) 13.94 6.53 25.54 17.47 18.68 2.78
Operating
performance
Receivable turnover rate
(times)
3.28 2.88 3.38 4.16 3.72 2.97
Average cash recovery day 111.28 126.74 107.99 87.74 98.12 122.90
Inventory turnover rate
(times)
1.91 1.40 1.72 2.04 1.54 1.18
Payable turnover rate (times) 3.97 3.72 5.01 4.28 3.45 3.26
Average daysinsales 191.10 260.71 212.21 178.92 237.01 309.32
Property, plant and equipment
turnover rate (times)

2.12
1.45 1.44 1.91 1.69 1.18
Totalassets turnover(times) 0.63 0.47 0.48 0.59 0.48 0.34
Profitability Returnontotalassets (%) 4.65 1.85 9.60 2.18 5.69 0.34
Return on stockholders'
equity (%)
11.63 3.70 19.86 3.96 11.11 0.44
Pre-tax income to paid-in
capital (%)
41.96 19.01 57.50 24.62 47.60 1.75
Profitratio (%) 6.84 3.15 19.21 3.36 11.27 0.66
Earnings pershare (NT$) 3.45 1.23 3.92 1.35 3.67 0.15
Cash flow Cash flow ratio (%) 0.72 24.10 15.50 16.94 6.75 1.67
Cash flow adequacyratio (%) 51.51 90.34 111.48 75.48 99.27 99.27
Cash reinvestment ratio (%) (2.14) 14.88 6.14 5.56 1.72 (4.23)
Leverage Operating leverage 1.32 1.66 4.23 1.44 1.41 (0.03)
Financial leverage 1.10 1.20 2.48 1.06 1.10 0.75

74

  • Please justify the financial rate change for the past two years. (is exempted if difference falls below 20%.)

  • Inventory turnover, payable turnover, total asset turnover decreased due to poor market performance and led to revenue decrease.

  • Return on assets and return on equity increased due to exchange rate change in 2022 and led to non-operation profit increase.

  • Operating margin increased due to profitability increase by the company in 2022.

  • Net income, profit rate, EPS increased due to exchange rate change in 2022 and led to led to non-operation profit increase.

  • Cash flow rate decreased due to poor market performance and business declined. Cash inflow from operation decreased.

Note 1. The above information has been audited and certified by an accountant or reviewed.

Note 2. The financial analysis formula in this table is as follows:

  1. Financial structure

  2. (1) Ratio of liabilities to assets = total liabilities / total assets

  3. (2) The ratio of long-term funds to real estate, plant and equipment = (total equity + non-current liabilities) / net value of real estate, plant and equipment

  4. Solvency

  5. (1) Current ratio = current assets / current liabilities

  6. (2) Quick ratio = (current assets - inventory - prepaid expenses) / current liabilities

  7. (3) Interest coverage ratio = net income before income tax and interest expenses / interest expenses for the current period

  8. Operating performance

  9. (1) Turnover rate of receivables (including accounts receivable and notes receivable arising from business operations) = net sales / average receivables of each period

  10. (including accounts receivable and notes receivable arising from business operations) balance

  11. (2) Average cash recovery days = 365 / turnover rate of accounts receivable

  12. (3) Inventory turnover rate = cost of sales / average inventory

  13. (4) Turnover rate of payables (including accounts payable and bills payable arising from business operations) = cost of sales / average payables for each period

  14. (including accounts payable and notes payable due to business operations) balance

  15. (5) Average days of sales = 365/inventory turnover

  16. (6) Turnover rate of real estate, plant and equipment = net sales / average net value of real estate, plant and equipment

  17. (7) Total asset turnover ratio = net sales / average total assets

  18. Profitability

  19. (1) Return on Assets = [Income After-tax + Interest Expenses × (1 - Tax Rate)] / Average Total Assets

  20. (2) Return on equity = income after tax / total average equity

  21. (3) Profit rate = income after tax / net sales

  22. (4) Earnings per share = (Profit or loss attributable to owners of the parent company - special stock dividends) / weighted average number of issued shares

5. Cash flow

  • (1) Cash flow ratio = net cash flow from operating activities / current liabilities

  • (2) Allowable ratio of net cash flow = net cash flow from operating activities in the last five years / last five years (capital expenditure + inventory increase + cash dividends)

  • (3) Cash reinvestment ratio = (net cash flow from operating activities - cash dividends) / (gross value of real estate, plant and equipment + long-term investment + other non-current assets + operating capital)

  • Leverage

  • (1) Operating leverage = (net operating income - variable operating costs and expenses) / operating profit

  • (2) Financial leverage = operating profit / (operating profit - interest expense)

75

  • Note 3: The net cash flow of operating activities is negative, so it is not applicable

  • Note 4: The formula for calculating earnings per share in the preceding paragraph shall pay special attention to the following items when measuring:

  • Based on the weighted average number of common shares, not the number of outstanding shares at the end of the year

  • Anyone who has cash capital increase or treasury stock trading should consider its circulation period and calculate the weighted average number of shares

  • For those who convert surplus into capital increase or capital reserve into capital increase, when calculating earnings per share for previous years and semi-annual years, retrospective adjustments should be made according to the capital increase ratio, regardless of the issuance period of the capital increase.

  • If the preference shares are non-convertible cumulative preference shares, the current annual dividends (whether paid or not) shall be deducted from or added to the after-tax net profit. If the special stock is non-cumulative, if there is a net profit after tax, the special stock dividend should be deducted from the net profit after tax; if it is a loss, no adjustment is required.

Note 5: Cash flow analysis should pay special attention to the following items when measuring:

  1. Net cash flow from operating activities refers to the net cash inflow from operating activities in the cash flow statement.

  2. Capital expenditure refers to the annual cash outflow of capital investment.

  3. The increase in inventory will only be included when the balance at the end of the period is greater than the balance at the beginning of the period. If the inventory at the end of the year decreases, it will be calculated as zero.

  4. Cash dividends include cash dividends of ordinary shares and special shares.

  5. Gross real estate, plant and equipment refers to the total amount of real property, plant and equipment before deducting accumulated depreciation.

  6. Note 6: The issuer should classify various operating costs and operating expenses into fixed and variable according to their nature. If estimates or subjective judgments are involved, attention should be paid to other reasonable and consistent.

  7. Note 7: If the company's stock has no par value or the par value of each share is not NT$10, the calculation of the ratio of the previous statement to the paid-in capital shall be changed to the balance sheet calculated based on the ratio of equity attributable to owners of the parent company.

76

3. Audit Committee audit report from recent annual financial statement

AWEA Mechantronic Co., Ltd.

Audit Committee’s Review Report

The Company’s 2022 Business Report, Financial Statement, and Distributable Profit, etc. were published, of which Financial Statement was audited by independent auditors, Sporn Chen and Gordon Yi of EnWise CPAs & Co. with an audit report.

Aforesaid Business Report, Financial Statement, and Distributable Profit have been reviewed by the Audit Committee and no non-conformity was discovered, stated pursuant to Art. 219 of Company Act.

Audit Committee Convener of AWEA Mechantronic Co., Ltd.:

Mr. Lin Yimin

M a r c h 1 3 , 2 0 2 3

77

4.Recent annual financial statement 4.1 2021 Individual financial statement

==> picture [67 x 51] intentionally omitted <==

建智聯合會計師事務所 EnWise CPAs & Co. 台中市 404 太原北路 130 號 9 樓之 1 TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918

INDEPENDENT AUDITORS’ REPORT

The board of Directors and Shareholders AWEA Mechantronic Company Limited

Opinion

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

In our opinion, according to our auditing result and other auditors’ report (please refer to “Other Items” section), the accompanying individual financial statements prepared, in all material aspects, in accordance with the Regulations Governing the Preparation of Financial Reports by Security Issuers, and can fairly present the individual financial position of the Company as of December 31, 2022 and 2021, and its individual financial performance and its individual cash flows for the ears then ended.

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 generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Individual Financial Statements section in our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of 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 Matters

Key audit matters are those matters that, according to our professional judgement, were of most significance in the audit of the Company’s individual financial statements for the year ended December 31, 2022. These matters were addressed in the context of our audit of the individual financial statements, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the Company’s individual financial statements for the year ended December 31, 2022 are stated as follows:

Revenue Recognition

The Company’s main source of revenue is the sales of machining center machine, and the revenue recognized in 2022 is NT$1,953,731 (in Thousands), accounting for about 86% of total operating income. And since the sales locations include Taiwan, Mainland China, Italy, United States and other markets, the sales conditions are not the same. Therefore, it is necessary to determine the timing of the transfer of the ownership risk and rewords of the sold goods according to customers’ order or contract documents. Since the timing and amount of revenue recognition have significance of impact to financial statements, we listed revenue recognition as one of the key audit matters.

For accounting policies related to revenue recognition, please refer to Note 4 to the individual financial statements.

78

建智聯合會計師事務所 EnWise CPAs & Co. 台中市 404 太原北路 130 號 9 樓之 1 TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918

==> picture [67 x 51] intentionally omitted <==

We evaluated the rationality of sales revenue recognition, executed the cut-off tests and internal control tests to understand the Company’s sales revenue recognition processes and the design and implementation of related control systems. In addition, we performed related tests of controls to the sales and collection cycle, sampled sales contracts to confirm the accuracy of accounting system data, checked and adjusted the general ledger system data and sales system, and evaluated whether the timing of revenue recognition is handled in accordance with related statements. Valuation of Inventory

The company is mainly engaged in the design, manufacture, and sale of special purpose machine, automation equipment, and computer-controlled machine tools. As of December 31, 2022, the total inventory and allowance of loss for market price decline and obsolete and slow-moving inventories are NT$1,337,240 and NT$315,961 (in thousands), respectively. Inventories of the Company are measured by cost and net realizable value, and recorded allowance of loss for market price decline and obsolete and slow-moving inventories for inventories exceeding certain shelf life or individuals identified as obsolete. Due to fierce competition of parts market and the different speed of different parts obsolescence, the risks of loss for market price decline and obsolete is higher. The obsolete inventory items and the net realizable value method applied for their evaluation often involve subjective judgements, hence are highly uncertain. Considering the inventory and the allowance of loss for market price decline and obsolete and slow-moving inventories are in significance of impact to financial statements, we listed the allowance of loss for market price decline and obsolete and slow-moving inventories as one of the key audit matters. For inventory related policies, and key sources of evaluation and assumption of the inventory, please refer to Noe 4 and 5 to the individual financial statements, respectively.

We understand, evaluate, and test the design and implementation of inventory related internal controls. Obtain the evaluation data for inventory by the lower of cost and net realizable value prepared by managements, sampled the estimated pricing data to the latest sales record to assess the basis and reasonability of the management’s estimation of net realizable value. We also acquire inventory aging report to assess the appropriateness the policy to record the allowance of loss for market price decline and obsolete and slow-moving inventories.

Other Items – mention of other auditors’ report

In the above mentioned individual financial statements, companies invested using equity method, YAMA SEIKI USA, INC and Huahan Leasing Co., Ltd., are not audited by us but entrusted other auditors to audit by the company. As of December 31, 2022 and 2021, the balance of investment using equity method are NT$109,850 and NT$96,604 (in thousands), respectively, both accounting for 2% of total assets. For the years ended December 31, 2022 and 2021, the proportion for these subsidiaries invested using equity method and the profit or loss of associates and joint ventures are NT$7,782 and NT$4,712 (in thousands), respectively, accounting for 2% and 3% of the profit before tax.

Responsibilities of Management and Those Charged with Governance for the Individual Financial Statements

Management is responsible for the preparation and fair presentation of the individual 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 the individual financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the individual financial statements, management is responsible for assessing the

79

建智聯合會計師事務所 EnWise CPAs & Co. 台中市 404 太原北路 130 號 9 樓之 1 TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918

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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 members of the Audit Committee) are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Individual Financial Statements

Our objectives are to obtain reasonable assurance about whether the individual financial statements are free from material misstatements, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is high-level of assurance but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement that 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 based on these individual financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the individual 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 fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit 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.

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

  4. 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 auditors’ report to the related disclosures in the individual 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 auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the individual financial statements. We are responsible for the direction, supervision, and performance of the group 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.

80

建智聯合會計師事務所 EnWise CPAs & Co. 台中市 404 太原北路 130 號 9 樓之 1 TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918

==> picture [67 x 51] intentionally omitted <==

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 individual financial statements for the year ended December 31, 2022 and are therefore the key audit matters. We describe these matters in our auditors’ 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.

The engagement partners on the audits resulting in this independent auditors’ report are Jui-Kuei Chen and Chang Yun Yi.

EnWise CPAs & Co. Taichung, Taiwan Republic of China

March 13, 2023

81

AWEA Mechantronic Company Limited INDIVIDUAL BALANCE SHEETS

December 31, 2022 and 2021

Code
1100
1110
1150
1160
1170
1180
1200
1210
1220
130X
1410
1470
11XX
1517
1550
1600
1755
1780
1840
1915
1920
1931
1937
15XX
1XXX
Items
CURRENT ASSETS
Cash and cash equivalents
Current financial assets at fair value through profit or loss
Notes receivable, net
Notes receivable due from related parties, net
Accounts receivable, net
Accounts receivable due from related parties, net
Other receivables
Other receivables due from related parties
Current tax assets
Inventories
Prepayments
Other current assets
Total current assets
NONCURRENT ASSETS
Non-current Financial assets at fair value through other
comprehensive income
Investments accounted for using equity method
Property, plant and equipment
Right-of-use assets
Intangible assets
Deferred income tax assets
Prepayments for business facilities
Guarantee deposits paid
Long-term notes receivable, net
Overdue receivables
Total non-current assets
Total assets
Notes
4 and 6
4 and 6
4 and 6
4 and 7
4 and 6
4 and 7
7
4
4 and 6
7
8
4 and 6
4 and 6
4, 6, 7 and 8
4 and 6
4 and 6
4 and 6
4
4 and 6
In Thousands of New Taiwan Dollars
Amount
%
Amount
979,024
$ 16
629,970
$ 377,002
6
172,417
254,096
4
170,905
1,060
-
15,197
419,852
7
486,472
68,917
1
119,357
10,629
-
9,422
70,042
1
65,278
-
-
-
1,021,279
17
977,757
6,734
-
9,682
541,959
9
317,744
3,750,594
61
2,974,201
10,458
-
16,829
1,002,016
16
1,037,352
1,395,401
22
1,439,750
12,276
-
24,080
6,794
-
7,909
54,214
1
103,049
300
-
3,964
3,914
-
4,137
12,115
-
29,673
-
-
-
2,497,488
39
2,666,743
6,248,082
$ 100
5,640,944
$ 31-Dec-22
31-Dec-21
In Thousands of New Taiwan Dollars
Amount
%
Amount
979,024
$ 16
629,970
$ 377,002
6
172,417
254,096
4
170,905
1,060
-
15,197
419,852
7
486,472
68,917
1
119,357
10,629
-
9,422
70,042
1
65,278
-
-
-
1,021,279
17
977,757
6,734
-
9,682
541,959
9
317,744
3,750,594
61
2,974,201
10,458
-
16,829
1,002,016
16
1,037,352
1,395,401
22
1,439,750
12,276
-
24,080
6,794
-
7,909
54,214
1
103,049
300
-
3,964
3,914
-
4,137
12,115
-
29,673
-
-
-
2,497,488
39
2,666,743
6,248,082
$ 100
5,640,944
$ 31-Dec-22
31-Dec-21
Amount
979,024
$ 377,002
254,096
1,060
419,852
68,917
10,629
70,042
-
1,021,279
6,734
541,959
3,750,594
10,458
1,002,016
1,395,401
12,276
6,794
54,214
300
3,914
12,115
-
2,497,488
6,248,082
$
Amount
629,970
$ 172,417
170,905
15,197
486,472
119,357
9,422
65,278
-
977,757
9,682
317,744
2,974,201
16,829
1,037,352
1,439,750
24,080
7,909
103,049
3,964
4,137
29,673
-
2,666,743
5,640,944
$
%
11
3
3
-
9
2
-
1
-
18
-
6
53
-
18
26
-
-
2
-
-
1
-
47
100

Please refer to the accompanying notes to the individual financial reports.

82

AWEA Mechantronic Company Limited INDIVIDUAL BALANCE SHEETS

December 31, 2022 and 2021

December 31, 2022 and 2021
Code
2100
2110
2130
2150
2160
2170
2180
2200
2220
2230
2250
2280
2310
2399
21XX
2540
2570
2580
2640
2645
25XX
2XXX
3100
3110
3200
3211
3213
3240
3280
3300
3310
3320
3350
3400
3410
3420
3XXX
Items
Notes
CURRENT LIABILITIES
Short-term loans
6 and 8
Short-term notes and bills payable
6
Current contract liabilities
4 and 6
Notes payable
Notes payable to related parties
7
Accounts payable
Accounts payable to related parties
7
Other accounts payable
6
Other payables to related parties
7
Current tax liabilities
4
Current provisions
4 and 6
Current lease obligations payable
4, 6, and 7
Advance receipts
7
Other current liabilities
Total current liabilities
NON-CURRENT LIABILITIES
Long-term borrowings
6 and 8
Deferred tax liabilities
4 and 6
Non-current lease liabilities
4, 6, and 7
Non-current net defined benefit liability
4 and 6
Guarantee deposits
Total non-current liabilities
Total Liabilities
EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT
Share capital
6
Ordinary share
Capital surplus
6
Capital surplus, additional paid-in capital arising from
ordinary share
Capital surplus, additional paid-in capital arising from
bond conversion
Capital surplus, gain on sale of fixed assets
Other additional paid-in capital
Retained earinings
6
Legal reserve
Special reserve
Unappropriated earnings
Other equity interest
6
Exchange differences on translation of foreign financial
statements
Unrealised gains (losses) from financial assets measured
at fair value through other comprehensive income
Total equity
Total liability and equity
In Thousands of New Taiwan Dollars
Amount
%
Amount
1,880,000
$ 30
1,290,000
$ 289,641
5
259,907
73,324
1
97,752
393,505
6
502,033
11,770
-
13,279
72,828
1
143,508
1,489
-
5,750
89,106
1
109,798
1,677
-
1,850
47,627
1
17,995
11,055
-
11,240
11,420
-
11,606
42
-
11
2,070
-
1,224
2,885,554
45
2,465,953
-
-
2,206
99,315
2
107,360
918
-
12,764
8,991
-
12,794
628
-
2,641
109,852
2
137,765
2,995,406
47
2,603,718
965,942
15
965,942
6,124
-
6,124
57,468
1
86,447
4
-
4
31,920
1
31,920
527,176
8
513,898
98,077
2
98,077
1,595,597
26
1,366,883
(18,699)
-
(36,109)
(10,933)
-
4,040
3,252,676
53
3,037,226
6,248,082
$ 100
5,640,944
$ 31-Dec-22
31-Dec-21
Amount
1,880,000
$ 289,641
73,324
393,505
11,770
72,828
1,489
89,106
1,677
47,627
11,055
11,420
42
2,070
2,885,554
-
99,315
918
8,991
628
109,852
2,995,406
965,942
6,124
57,468
4
31,920
527,176
98,077
1,595,597
(18,699)
(10,933)
3,252,676
6,248,082
$
Amount
1,290,000
$ 259,907
97,752
502,033
13,279
143,508
5,750
109,798
1,850
17,995
11,240
11,606
11
1,224
2,465,953
2,206
107,360
12,764
12,794
2,641
137,765
2,603,718
965,942
6,124
86,447
4
31,920
513,898
98,077
1,366,883
(36,109)
4,040
3,037,226
5,640,944
$
%
23
5
2
9
-
3
-
2
-
-
-
-
-
-
44
-
2
-
-
-
2
46
17
-
2
-
1
9
2
24
(1)
-
54
100

Please refer to the accompanying notes to the individual financial reports.

83

AWEA Mechantronic Company Limited

INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME

The years ended December 31, 2022 and 2021

In Thousands of New Taiwan Dollars, Except Earnings Per Share

Code
4000
5000
5900
5920
5950
6100
6200
6300
6450
6000
6900
7100
7010
7020
7050
7070
7000
7900
7950
8200
8310
8311
8316
8349
8360
8361
8399
8300
8500
9750
9850
Items
NET REVENUE
COST OF REVENUE
GROSS PROFIT
(Un)Realized profit on sales
Gross profit, net
OPERATING EXPENSES
Marketing
Management
Research and development
Expected credit loss (gain)
Total operating expenses
INCOME FROM OPERATIONS
NON-OPERATING INCOME AND EXPENSES
Interest income
Other income
Other gains and losses
Finance cost
Share of Profit or Loss of Associates & Joint Ventures
Accounted for Using Equity Method
Total non-operating income and expenses
INCOME BEFORE INCOME TAX
INCOME TAX EXPENSE
NET INCOME
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to profit
or loss:
Remeasurement of defined benefit obligation
Unrealized gain on investments in equity instruments at
fair value through other comprehensive income
Income tax benefit (expense) related to items that will
not be reclassified subsequently
Items that may be reclassified subsequently to profit or
loss:
Exchange differences arising on translation of foreign
operations
Income tax benefit (expense) related to items that may
be reclassified subsequently
Other comprehensive income (loss), net of income tax
TOTAL COMPREHENSIVE INCOME
EARNINGS PER SHARE
Basic earnings per share
Diluted earnings per share
Notes
6 and 7
6 and 7
7
6 and 7
4 and 6
6
4 and 6
2022 %
100
(80)
20
-
20
(6)
(2)
(3)
1
(10)
10
1
1
5
(1)
4
10
20
(4)
16
-
(1)
-
1
-
-
16
2021
Amount
2,283,658
$ (1,825,556)
458,102
(4,904)
453,198
(145,146)
(49,140)
(61,294)
14,901
(240,679)
212,519
16,006
31,373
104,081
(19,897)
95,775
227,338
439,857
(85,714)
354,143
3,296
(13,848)
(659)
21,763
(4,353)
6,199
360,342
$ 3.67
$ 3.65
$
Amount
2,492,430
$ (2,077,984)
414,446
3,502
417,948
(164,727)
(43,936)
(58,193)
(11,189)
(278,045)
139,903
1,247
29,772
(30,099)
(9,643)
50,549
41,826
181,729
(50,869)
130,860
(1,035)
5,303
207
25,162
(5,033)
24,604
155,464
$ 1.35
$ 1.35
$
%
100
(83)
17
-
17
(7)
(2)
(2)
(1)
(12)
5
-
1
(1)
-
2
2
7
(2)
5
-
-
-
1
-
1
6

Please refer to notes to the individual financial reports.

84

AWEA Mechantronic Company Limited

INDIVIDUAL STATEMENTS OF CHANGES IN EQUITY The years ended December 31, 2022 and 2021

Items
BALANCE, JANUARY 1, 2021
Appropriations of earnings:
Legal capital reserve
Special capital reserve
Cash dividends to shareholders from common stock
Cash dividends to shareholders from capital surplus
Net income
Other comprehensive income (loss)
Total comprehensive income (loss)
Disposal of investments in equity instruments at fair
value through other comprehensive income
BALANCE, DECEMBER 31, 2021
Appropriations of earnings:
Legal capital reserve
Special capital reserve
Cash dividends to shareholders from common stock
Cash dividends to shareholders from capital surplus
Net income
Other comprehensive income (loss)
Total comprehensive income (loss)
Disposal of investments in equity instruments at fair
value through other comprehensive income
BALANCE, DECEMBER 31, 2022
Capital Stock
Common Stock
965,942
$ -
-
-
-
-
-
-
-
965,942
-
-
-
-
-
-
-
-
965,942
$
Capital Surplus
172,792
$ -
-
-
(48,297)
-
-
-
-
124,495
-
-
-
(28,979)
-
-
-
-
95,516
$
Retained Earnings Unappropriated Earnings
1,465,540
$ (38,245)
-
(193,188)
-
130,860
(828)
130,032
2,744
1,366,883
(13,278)
-
(115,913)
-
354,143
2,637
356,780
1,125
1,595,597
$
Exchange Differences on
Translation of Foreign
Financial Statements
Unrealized Gain (Loss) on
Financial Assets at Fair
Value Through Other
Comprehensive Income
$ (56,238)
1,481
$ -
-
-
-
-
-
-
-
-
-
20,129
5,303
20,129
5,303
-
(2,744)
(36,109)
4,040
-
-
-
-
-
-
-
-
-
-
17,410
(13,848)
17,410
(13,848)
-
(1,125)
(18,699)
$ (10,933)
$ Other Equity items
In Thousands
Total Equity
of New Taiwan Dollars
Legal Capital Reserve
475,653
$ 38,245
-
-
-
-
-
-
-
513,898
13,278
-
-
-
-
-
-
-
527,176
$
Special Capital
Reserve
98,077
$ -
-
-
-
-
-
-
-
98,077
-
-
-
-
-
-
-
-
98,077
$
3,123,247
$ -
-
(193,188)
(48,297)
130,860
24,604
155,464
-
3,037,226
-
-
(115,913)
(28,979)
354,143
6,199
360,342
-
3,252,676
$

Please refer to the accompanying notes to the individual financial statements.

85

AWEA Mechantronic Company Limited

INDIVIDUAL STATEMENTS OF CASHFLOWS

The years ended December 31, 2022 and 2021

The years ended December 31, 2022 and 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustment for:
Depreciation expense
Amortization expense
Expected credit losses recognized (reversal) on investments in debt
instruments
Interest expense
Interest income
Dividend revenue
Share of profit (loss) of associates and joint ventures accounted for
using equity method,
Financial instruments at fair value through profit or loss
Loss (gain) on disposal or retirement of property, plant and equipment
Loss (gain) on disposal or retirement of intangible assets
Profit from lease modification
Gains on disposals of investments
Unrealized (realized) gain from sale
Changes in operating assets and liabilities:
Notes receivable
Notes receivable from related parties
Account receivables
Account receivables from related parties
Other receivables
Other receivables from related parties
Inventories
Prepayments
Other current assets
Overdue receivables
Long-term notes receivable
Current contractual liabilities
Notes payable
Notes payable from related parties
Accounts payable
Accounts payable from related parties
Other payables
Other payables from related parties
Provisions
Advance receipts
Other current liabilities
Net defined benefit liability
Cash generated from operations
Interest received
Income tax received (paid)
Net cash generated by operating activities
(Continued)
In Thousands
2022
439,857
$ 72,373
1,915
(14,901)
19,897
(16,006)
(18,114)
(95,775)
11,149
241
-
(283)
(2,095)
4,904
(84,082)
14,137
87,423
50,580
2,707
236
(43,522)
2,948
(254)
(6,784)
19,191
(24,428)
(108,528)
(1,509)
(70,680)
(4,261)
(19,636)
(173)
(185)
31
846
(507)
216,712
12,091
(19,885)
208,918
of New Taiwan Dollars
2021
181,729
$ 79,185
1,311
11,189
9,643
(1,247)
(1,724)
(50,549)
(7,073)
(1,190)
48
-
-
(3,502)
(8,052)
(13,233)
(10,826)
6,811
(4,179)
(190)
(120,929)
22,441
8,582
2,494
5,969
23,336
209,036
8,463
11,725
1,849
3,087
153
(11,190)
(960)
(52)
(598)
351,557
1,221
9,342
362,120

86

AWEA Mechantronic Company Limited INDIVIDUAL STATEMENTS OF CASHFLOWS

The years ended December 31, 2022 and 2021

The years ended December 31, 2022 and 2021
(Continued)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of financial assets at fair value through profit or loss
Proceeds from disposal of financial assets at fair value through profit
or loss
Acquisitions of financial assets at fair value through other
comprehensive income
Proceeds from disposal of financial assets at fair value through other
comprehensive income
Acquisitions of investments accounted for using equity method
Acquisitions of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease in guarantee deposits paid
Increase in other receivables from related parties
Acquisitions of intangible assets
Increase in other financial assets
Decrease (increase) in prepayments for business facilities
Dividends received
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term loans
Increase (decrease) in short-term notes payable
Increase (decrease) in long-term borrowings
Increase (decrease) in guarantee deposits received
Repayment of the principal portion of lease liabilities
Cash dividends paid
Interest paid
Net cash generated (used) in financing activities
NET INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
CASH AND CASH EQUIVALENTS, END OF YEAR
In Thousands
2022
(236,175)
22,536
(11,268)
3,790
-
(20,297)
2,272
223
(5,000)
(800)
(223,962)
3,664
165,665
(299,352)
590,000
29,734
(2,206)
(2,013)
(11,410)
(144,890)
(19,727)
439,488
349,054
629,970
979,024
$
of New Taiwan Dollars
2021
(159,812)
-
(11,549)
8,539
(7,333)
(8,855)
1,190
3,749
(65,000)
(4,314)
(46,420)
(754)
84,352
(206,207)
412,065
(199,904)
939
1,700
(11,654)
(241,484)
(9,069)
(47,407)
108,506
521,464
629,970
$

Please refer to the accompanying notes to the individual financial statements.

87

AWEA Mechantronic Company Limited NOTES TO INDIVIDUAL FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise

1. GENERAL

AWEA Mechantronic Company Limited (the “Company”) was incorporated on July 16, 1986. The main business of the Company is the design, manufacture and sales of special-purpose machines, automation equipment and computer-controlled machine tools.

On September 6, 2000, the Company’s shares were approved for listing by the approval letter (89) Shentzu No. 025773 of Taiwan Stock Exchange (TWSE) and started listing and trading on TWSE centralized order market on September 11, 2000.

2. DATE AND PROCEDURE FOR APPROVAL OF FINANCIAL STATEMENTS

The accompanying individual financial statements were approved and authorized for issue by the Board of Directors on March 13, 2023.

3. APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL

REPORTING STANDARDS

  • (1) The impact of adoption of the newly issued and revised International Financial Reporting Standards (IFRS) approved by the Financial Supervisory Commission (FSC):

Since 2022, the Company has fully adopted IFRS approved by FSC and effective since 2022 to prepare financial statements. The related new, revised or amended standards and interpretations are as below:

nterpretations are as below:
New, Revised or Amended Standards and
Interpretations
Amendments to IAS 16 “Property, Plant and
Equipment: Proceeds Before Intended Use”
Amendments to IAS 37 “Onerous Contracts: Cost of
Fulfilling a Contract”
Amendments to IFRS 3 “Reference to the
Conceptual Framework”
Annual Improvements to IFRSs 2018-2020 Cycle
Effective Date Issued
by IASB
January 1, 2022
January 1, 2022
January 1, 2022
January 1, 2022

The Company assessed that the application of the above-mentioned newly recognized IFRS will not have material impact on the individual financial statements.

  • (2) The impact of not yet applying of IFRSs endorsed by the FSC:

The table below listed the new, revised or amended standards and interpretations endorsed by the FSC with effective date starting 2023:

New, Revised or Amended Standards and
Interpretations
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”
Disclosure of Accounting Policies
Effective Date Issued
by IASB
January 1, 2023
January 1, 2023
January 1, 2023

The amendment improved the disclosure of accounting policies to provide more useful

88

information to the investors and other users of the financial statements. Definition of Accounting Estimates

This amendment is to directly define accounting estimates, and to make other amendments for the accounting policies, changes of accounting estimates and errors to help companies differentiate changes of accounting policies and changes of accounting estimates.

Deferred Tax related to Assets and Liabilities arising from a Single Transaction

This amendment is to limit the scope of exemption for deferred income tax recognition in income tax, so that the exemption will not be applicable to transactions that generate the same amount of taxable and deductible temporary difference at original recognition.

The Company assessed that the above-mentioned new, revised or amended standards and interpretations will not have material impact on the individual financial statements.

  • (3) The impact of the IFRSs issued by IASB but not yet endorsed and issued into effect by the FSC:

The table below listed the new, revised or amended standards and interpretations issued and published by IASB but not yet endorsed by FSC:

New, Revised or Amended Standards and
Interpretations
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”
Amendments to IAS 1 “Classification of
Liabilities as Current or Noncurrent” and “Non-
current Liabilities with Covenants”
Amendments to IFRS 16 “Lease Liability in a
Sale and Leaseback”
Amendments to IAS 1 “Classification of
Liabilities as Current or Noncurrent” and “Non-
current Liabilities with Covenants”
Effective Date Issued
by IASB
Pending IFRS Committee
decision
January 1, 2023
January 1, 2023
January 1, 2024
January 1, 2024

The Company anticipated that the above-mentioned newly published or amended standards will not have material impact to the individual financial statements.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies that the individual financial statements adopted are listed as below. Except for the illustration of accounting changes in Note 3 and 4, all the accounting policies below are applied consistently to all periods presented in the individual financial statements.

(1) Statement of Compliance

The accompanying individual financial statements have been prepared in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS, International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, “IFRSs”) endorsed and issued into effect by FSC.

  • (2) Basis of Preparation

The individual financial statements have been prepared on the historical cost basis, except for important items in the balance sheets listed below:

  1. Financial assets at fair value through profit or loss;

  2. Financial assets at fair value through other comprehensive income;

  3. Net defined benefit liability, which is based on the fair value of pension fund asset minus the present value of defined benefit obligations.

89

When preparing the individual financial statements, the Company account for subsidiaries and associates by using the equity method. In order to agree with the amount of net income, other comprehensive income and equity attributable to shareholders of the parent in the consolidated financial statements, the differences of the accounting treatment between the individual basis and the consolidated basis are adjusted under the heading of investments accounted for using equity method, share of profits of subsidiaries and associates and share of other comprehensive income of subsidiaries and associates in the individual financial statements.

  • (3) Functional Currency and Presentation currency

  • The functional currency of the Company is the currency of the primary economic environment in which it operates. The individual financial statements use the Company’s functional currency, New Taiwan Dollars (NT$), to present. All the financial information presented in NT$ are in thousands of New Taiwan Dollars.

  • (4) Classification of Current and Noncurrent Assets and Liabilities

    1. Assets that meet one of the following conditions are classified as current assets, and all assets that are not current assets are classified as non-current assets:

      • (1) The asset expected to realize, or intended to be sold or consumed, during its normal operating cycle;

      • (2) The asset is held primarily for transaction purposes;

      • (3) The asset is expected to be realized within twelve months of the reporting period; or

      • (4) The asset is cash or cash equivalent unless there are other restrictions on exchanging the asset or using it to settle liabilities at least twelve months after the reporting period.

    2. Liabilities that meet one of the following conditions are classified as current liabilities, and all liabilities that are not current liabilities are classified as noncurrent liabilities:

      • (1) The liability is expected to be settled within normal operating cycle;

      • (2) The liability is held primarily for transaction purposes;

      • (3) The liability is expected to be settled within twelve months after the reporting period; or

      • (4) The liability without an unconditional right to defer settlement for at least twelve months after the reporting period. The terms of the liability, which may, at the option of the counterparty, result in its liquidation through the issuance of equity instruments do not affect its classification.

  • (5) Foreign Currencies

  • In preparing the individual financial statements, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Nonmonetary items that are measured in terms of historical cost in foreign currencies are recognized at the rates of exchange prevailing at the dates of the transactions. The exchange differences are recognized as profit or loss in the reporting period in which they occurred.

For the purposes of presenting individual financial statements, the assets and liabilities of the Company’s foreign operations are translated into NT$ using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising, if any, are recognized in other

90

comprehensive income and accumulated inequity.

  • (6) Cash and Cash Equivalents

Cash includes cash on hand and demand deposits. Cash equivalents are investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the aforementioned definition and are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes are listed in cash equivalents.

  • (7) Financial Instruments

Accounts receivable are originally recognized when incurred. All the other financial assets and liabilities shall be recognized when the Company becomes a party to the contractual provisions of the instruments. Financial assets (other than trade receivables that do not contain a significant financial component) or financial liabilities not measured at fair value through profit or loss are originally measured at fair value plus transaction costs that are directly attributable to the acquisition or issue of them. Accounts receivable that does not contain significant financial components are measured at transaction prices.

  1. Financial Assets

At the time of original recognition, financial assets are classified into financial assets measured at amortized cost, financial assets at FVTPL, and financial assets at FVTOCI. Only when the Company changes its business model for managing financial assets will it reclassify all affected financial assets from the first day of the next reporting period.

  • (1) Financial assets measured at amortized cost

  • Financial assets that meet both of the following conditions and are not designated as measured at fair value through profit or loss are measured at amortized cost:

    • A. The financial asset is held under the business model for the purpose of collecting contractual cash flow.

    • B. The contractual terms of the financial asset generate cash flows on specified dates that are exclusively for the payments of principal and interest on the principal amount outstanding.

Subsequent amortization of these assets is measured at the original recognized amount plus or minus the cumulative amortization amount calculated using the effective interest method and adjusting any allowance for losses. Interest income, foreign exchange gain or losses, and impairment loss are recognized in profit or loss. In case of delisting, the gain or loss is recognized in profit or loss.

  • (2) Financial assets at FVTPL

  • Financial assets that are neither measured at amortized cost as above nor at fair value through other comprehensive income are measured at fair value through profit or loss, including derivative financial assets. In order to eliminate or significantly reduce the improper accounting ratio at the time of original recognition, the Company may irrevocably designate financial assets that meet the conditions of measuring at amortized cost or at fair value through other comprehensive income as at fair value through profit or loss. These assets are subsequently measured at fair value, and the net profit or loss are recognized as profit or loss.

  • (3) Financial assets at FVTOCI

On initial recognition, the Company may irrevocably designate investments in equity investments that is not held for trading as at FVTOCI. This decision is made on an instrument-by-instrument basis.

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Debt instruments are subsequently measured at fair value. Interest income calculated using the effective interest method, and foreign exchange gains and losses and impairment gains or losses on investments in debt instruments at FVTOCI are recognized in profit or loss. Other changes in the carrying amount of these debt instruments are recognized in other comprehensive income and will be reclassified to profit or loss when these debt instruments are disposed. Investments in equity instruments are subsequently measured at fair value. Dividend income, unless clearly represents a recovery of part of the cost of the investment, is recognized in profit or loss. The remaining net gain or loss is recognized in other comprehensive income and is not reclassified to profit or loss.

Dividends on these investments in equity instruments at FVTOCI are recognized in profit or loss at the date when the Company’s right to receive the dividends is established, normally means the ex-dividend date.

  • (4) Impairment of financial assets

A loss allowance for expected credit loss is recognized by the Company for financial assets measured at amortized cost, including cash and cash equivalents, financial assets measured at amortized cost, notes receivable, accounts receivable, other receivables, guarantee deposits paid, and other financial assets. The following financial assets are measured at an amount equal to expected credit loss within 12 months, the rest are measured at an amount equal to lifetime expected credit losses:

A. Debt securities are considered to have low credit risk on reporting date; and

B. the credit risk on other debt securities and bank deposits (i.e., the risk of default during the expected life of the financial instrument) has not increased significantly since initial recognition.

The allowance for losses on accounts receivable and contract assets is measured at an amount equal to lifetime expected credit losses.

When determining whether the credit risk has increased significantly since the original recognition, the Company considers reasonable and substantiated information (obtainable without undue cost or investment), including qualitative and quantitative information, and based on the Company's historical experience, credit ratings, and analysis from forward-looking information.

The expected credit loss during the lifetime refers to the expected credit loss arising from all possible default events during the expected duration of the financial instrument.

Twelve-month expected credit losses refer to the expected credit losses arising from possible default events of a financial instrument within 12 months after the reporting date (or a shorter period if the expected lifetime of the financial instrument is shorter than 12 months).

The longest period for measuring expected credit losses is the longest contractual period over which the Company is exposed to credit risk.

Expected credit loss is the probability-weighted estimate of credit loss during the expected lifetime of a financial instrument. Credit losses are measured as the present value of all cash shortfalls, which is the difference between the cash flows that the Company can receive under the contract and the cash flows that the Company expects to receive. Expected credit losses are discounted at the financial asset's effective interest rate.

The Company assesses whether financial assets measured at amortized cost and debt securities measured at fair value through other comprehensive income are

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credit-impaired at each reporting date. A financial asset is credit-impaired when one or more events that have an adverse effect on the estimated future cash flows of the financial asset have occurred. Evidence that the financial asset is credit-impaired includes below item’s observable information:

  • A. Significant financial difficulties of the borrower or issuer;

  • B. Default, such as delay or overdue more than 90 days;

  • C. Concessions granted by the Company to the borrower that would not have been considered by the Company for economic or contractual reasons related to the borrower's financial difficulties;

  • D. Borrower is likely to file for bankruptcy or other financial restructuring; or

  • E. Absence of an active market for the financial asset due to financial difficulties.

An allowance for loss of financial asset measured at amortized cost is deducted from the book value of the asset. An allowance for a debt instrument investment at fair value through other comprehensive income is recognized in other comprehensive income (without reducing the book value of the asset), and the amount of the recognition or reversal of the allowance is recognized in profit or loss.

When the Company cannot reasonably expect to recover all or part of the financial assets, it directly reduces the total book value of its financial assets. The Company analyzes the timing and the number of write-offs individually on the basis of whether it is reasonably expected to be recoverable. The Company does not anticipate a material reversal of the amount written off. However, written-off financial assets are still enforceable to comply with the Company's procedures to recover overdue amounts.

  • (5) Derecognition of financial assets

The Company derecognizes a financial asset only when the contractual rights to the cash flows from the financial asset expire, when it transfers the financial asset and substantially all the risks and rewards of ownership of the financial asset to another entity, or when it neither transfers substantially all the risks and rewards of ownership nor retain controls of the financial asset.

If the Company makes a transaction to transfer financial assets and it retains all or substantially all the risks and rewards of ownership of the transferred assets, the assets will continue to be recognized in the balance sheets.

(8) Financial Liabilities and Equity Instruments

  1. Classification as debt or equity

Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

  • 2.Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all its liabilities. Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs.

  • 3.Financial liabilities

Financial liabilities are not held for transactions and are not designated to be subsequently measured as at fair value through profit or loss, including notes payable, accounts payable and other payables. When originally recognized, it is measured at fair value plus directly attributable transaction costs. The subsequent evaluation adopts the effective interest rate method to measure at amortized cost, and the interest expenses not capitalized as asset costs are included in the non-operating

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income and expenses.

  1. Derecognition of financial liabilities

    • The merging Company derecognizes financial liabilities when the Company’s obligations are discharged, cancelled or they expire.

    • When derecognizing financial liability, the difference between its book value and total amount paid or payable, including any non-cash assets transferred or liabilities assumed, is recognized as profit or loss, and listed under non-operating income and expenses.

  2. 5.Offset of financial assets and liabilities

    • Financial assets and liabilities are offset and listed on the balance sheets in net amount only when the merging company has legal rights to offset them and intends to settle net or to realize assets and liquidate liabilities at the same time.

(9) Inventories

Inventories are stated at the lower of cost or net realizable value. Inventories are recorded at standard cost and adjusted to approximate weighted-average cost at the end of the reporting period. Net realizable value represents the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale.

  • (10) Investments Accounted for Using Equity Method

  • Investments accounted for using the equity method include investments in subsidiaries, associates, and joint ventures.

An associate is an entity over which the Company has significant influence and that is neither a subsidiary nor a joint venture. Significant influence refers to the power to participate in the investee's financial and operating policy decisions, but not the power to control or jointly control such policy decisions.

A joint venture means that the Company and other entities engage in economic activities under joint control through contractual agreement, meaning that strategic financial and operational decisions related to the joint venture must obtain the unanimous consensus of the shared controllers. If another entity is established in accordance with the joint venture agreement, and each joint venture controller has the interests in it, the entity is a jointly controlled entity.

Except for assets classified as held for sale, the operating results and assets and liabilities of associate companies and joint ventures are included in the financial statements using the equity method. With the equity method, investments in associate companies and joint ventures are initially recognized at cost in the balance sheets and are subsequently adjusted according to changes in the Company's share of the investee's net assets. When the Company's share of losses from associate companies and joint ventures exceeds its equity in the associate companies, additional losses are recognized only within the scope of the Company's statutory obligations, constructive obligations, or payments made on behalf of the associate companies.

The portion of the acquisition cost exceeding the net fair value share of the Company's identifiable assets and liabilities of the associated companies and joint ventures on the acquisition date is recognized as goodwill and is included in the book value of the investment. If the share of the net fair value of identifiable assets and liabilities of associated companies and joint ventures on the acquisition date exceeds the acquisition cost, it will be recognized as profit immediately after reassessment.

When assessing impairment, the Company regards the overall book value of the investment including goodwill as a single asset and compares the recoverable amount (the higher of the value in use or the fair value minus the cost of sale) with the book value to conduct an impairment test. The recognized impairment loss will be included in the book

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value of the investment. A reversal of any impairment loss is recognized to the extent of subsequent increases in the recoverable amount of the investment.

If the Company does not subscribe to additional shares issued by associates or joint ventures according to existing ownership proportion, which leads to changes of shareholding percentage and results in changes of equity net worth, the increased or decreased amount will be adjusted to capital surplus and investments using equity methods. However, if the ownership interest in the associates is reduced by not subscribing or obtaining shares according to the shareholding ratio, the amount recognized in other comprehensive profit and loss related to the associates will be reclassified according to the reduced proportion, and the basis of accounting should be the same as if the associates directly disposed the related assets or liabilities.

  • (11) Property, Plant and Equipment

Property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment. Costs include any costs that are directly attributable to the construction, acquisition of the item of property, plant and equipment, any other directly attributable costs of bringing the asset to a usable condition for its intended purpose, and costs of dismantling, relocation, and restoration of original location. The aforementioned costs include renewal costs for replacing part of the plant and equipment and necessary interest expenses arising from the construction contract.

Property, plant and equipment in construction are carried at cost less any recognized impairment loss. The cost includes professional service fees. Such assets are classified to the appropriate categories of property, plant and equipment when completed and ready for intended use. Depreciation of these assets, on the same basis as other identical categories of property, plant and equipment, commences when the assets are available for their intended use.

Self-owned land is not recognized for depreciation.

When a major item of property, plant and equipment needs to be restored periodically, the Company treats the item as an individual asset and recognizes it as depreciation with a specific useful life and specific depreciation method. Major overhaul cost will be considered as replacing cost and listed as part of the book value of property, plant and equipment if meeting the recognition condition. Other repairing and maintenance fees are listed in profit or loss. If meeting the conditions, the present value of decommissioning cost after the asset is used will be included in the cost of the asset.

If the cost of each part of property, plant and equipment is significant relative to the total cost of the item, each part is depreciated separately and treated as a separate item (significant component) of property, plant and equipment.

An item or material part of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the assets. Depreciation is recognized in profit or loss over the estimated useful lives of each component of an item of property, plant and equipment on a straight-line method as it best reflects the expected pattern of consumption of the asset's future economic effects.

Depreciation is computed using the straight-line method mainly over the following estimated useful lives:

ated useful lives:
Buildings 5 to 51 years
Machinery 2 to 16 years
Mold 2 to 3 years
Transportation
equipment
2 to 6 years
Computer
communication
4 years

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equipment Business equipment 2 to 7years Lease improvement 5 years Other equipment 2 to 11 years

Depreciation is recognized to write off the cost of the assets less their residual values over their useful lives, and it is computed using the straight-line method over the estimated useful lives. Estimated useful life, residual value and depreciation method are reviewed at the end of each reporting period, and the effect of any change in estimate is treated on a deferred basis.

An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the assets. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.

  • (12) Leases

  • 1.Lease judgement

    • The Company assess whether the contract is or contains a lease on the date of establishment of the contract.
  • 2.The Company as lessor

The Company recognizes the right-of-use asset and lease liability on the lease commencement date. The right-of-use asset is measured at cost, which includes the original measurement amount of the lease liability, adjusting any lease payments made on or before the lease commencement date, and adding all Original direct costs incurred and estimated costs of dismantling, removing, and restoring the site or the subject asset, less any lease incentives received.

Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms. In addition, the Company regularly assesses whether the right-of-use asset has been impaired and deals with any impairment loss that has occurred and adjusts the right-of-use asset when the lease liability is remeasured.

The lease liability is initially measured at the present value of the unpaid lease payments at the start date of the lease. If the implied interest rate of the lease is easy to determine, the discount rate will be the interest rate; if it is not easy to determine, the Company's incremental borrowing rate will be used. Normally, the Company uses its incremental borrowing rate as discount rate.

Lease payments that are included in lease liability includes:

  • (1) Fix payment, including substantiative fix payment;

  • (2) Changing lease payment that depends on an index or rate using the index or rate on the leasing start date for original measurement.

Lease liability interests are recognized with effective interest method and will be reevaluate when below situations happened:

  • (1) Index or rate which is for deciding lease payment changes that leads to changes in future lease payments;

  • (2) Estimation for whether to extend or end the option is changed and therefore changes the lease duration estimation;

  • (3) Payment amount changes to expected guarantee for residual;

  • (4) Estimation for options of target assets to purchase is changed;

  • (5) Leasing target, scope or other terms changed.

When the lease liability is remeasured due to the aforementioned changes in the

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index or rate used to determine the lease payment, changes in the residual value guarantee amount, and changes in the evaluation of the purchase, extension or termination options, the book value of the right-of-use asset is adjusted accordingly, and when the carrying amount of the right-of-use asset has been reduced to zero, the remaining remeasured amount is recognized in profit or loss.

For lease modifications that reduce the scope of the lease, the carrying amount of the right-of-use asset is reduced to reflect partial or full termination of the lease, and the difference between this and the remeasurement amount of the lease liability is recognized in profit or loss.

The Company expresses the right-of-use assets and lease liabilities that do not meet the definition of investment real estate as separate line items in the balance sheet. For the short-term lease of business equipment and other equipment leases and the lease of low-value underlying assets, the Company chooses not to recognize the right-of-use assets and lease liabilities but recognizes the relevant lease payments as expenses on a straight-line basis during the lease period.

  - A sale and leaseback transaction are assessed in accordance with IFRS 15 to assess whether the transfer of assets to the buyer-lessor meets the requirements for sale. If it is judged to be treated as a sale, the asset will be delisted and the part of the rights that have been transferred to the buyer and lessor will be recognized in the relevant profit or loss. The accounting treatment model of the lessee is applicable to the leaseback transaction, and the right-of-use asset is measured according to the original account amount of the leased back part. If it is judged not qualified as sale, the transferred asset shall continue to be recognized and the consideration received shall be recognized as a financial liability.
  • 3.The Company as lessee

    • In transactions where the Company is the lessee, lease contract is classified according to whether it transfers almost all the risks and rewards of the ownership of the underlying asset on the date of establishment of the lease. If yes, then it’s classified as a finance lease, otherwise it is classified as operating lease. When evaluating, the Company considers relevant specific indicators including whether the lease period covers the main part of the economic life of the underlying asset.

    • If the Company is a sublease lessor, it handles master lease and sublease transactions separately, and evaluates the classification of sublease transactions based on the right of use generated by the master lease. If the head lease is a short-term lease and the recognition exemption applies, the sub-lease transaction should be classified as an operating lease.

  • (13) Intangible Assets

Intangible assets acquired by the Company with finite useful lives are carried at cost less accumulated amortization and accumulated impairment losses.

Amortization is recognized using the straight-line method over the following estimated useful lives:

Computer software The economic life or contract period

The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

(14) Impairment of Non-financial Assets

At the end of each reporting period, the Company reviews the carrying amounts of its non-financial assets (excluding inventory, contractual assets, and deferred tax assets), to determine whether there is any indication that those assets have suffered an impairment

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loss. If any such indication exists, the recoverable amount of the asset is estimated. For the purposes of impairment testing, a group of assets whose cash inflows are largely independent of those of other individual assets or groups of assets is the smallest identifiable group of assets. Goodwill acquired in a business combination is allocated to each cash-generating unit or group of cash-generating units that are expected to benefit from the benefits of the combination.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are 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 for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset or cash-generating unit is estimated to be less than it carrying amount, an impairment loss is recognized.

Impairment losses are recognized immediately in profit or loss for the current period, and firstly reduce the carrying amount of the cash-generating unit's apportioned goodwill, and then reduce the carrying amount of each asset in proportion to the carrying amount of other assets in the unit.

An impairment loss recognized for goodwill is not reversed in subsequent periods. Nonfinancial assets other than goodwill are reversed only to the extent that the asset's book value (less depreciation or amortization) would have been determined had no impairment loss been recognized in prior years.

(15) Provision

Provisions are recognized due to the current obligations from past events, resulting in that the Company will have high possibilities to flow out resources with economic benefits to pay off the obligation in the future, and the amount of the obligation can be reliably estimated.

The amount recognized as a liability provision is the best estimate of the expenditures required to settle the obligation at the end of the reporting period, considering the risks and uncertainties of the obligation. If the liability provision is measured by the estimated cash flows required to settle the present obligation, its book value is the present value of those cash flows.

(16) Revenue Recognition

Revenue is measured by the consideration to which goods or services are transferred and to which they are expected to be entitled. The Company recognizes revenue when performance obligations are satisfied.

  1. Sale of Goods

The Company recognizes revenue when control of the product is transferred to the customer. Control of product is considered transferred when the product has been delivered to the customer, the customer can fully decide the sales channel and price of the product, and there is no unfulfilled obligation that will affect the customer's acceptance of the product. Delivery happened when the product is delivered to specific locations, and the risks of obsolete and loss is transferred to the customer, and when the customer has accepted the product according to sales contract, the terms of acceptance have expired, or the Company has the objective evidence supporting that all terms of acceptance are met.

The Company recognizes accounts receivable when the goods are delivered, because the Company has the unconditional right to receive the consideration at that point in time.

  1. Financial Composition

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The Company expects that the time interval between the time point of all customer contracts to transfer goods or services to the customer and the time point when the customer pays for the goods or services will not exceed one year. Therefore, the Company does not adjust the time value of money of the transaction price.

  • (17) Government Subsidy

The Company will comply with the conditions attached to the government grant and will recognize it only when the grant can be received.

  • (18) Employee Benefits

  • Defined contribution plan

Contribution obligations that are part of defined contribution pension plans are recognized as an expense during the period of service performed by the employee. Prepaid appropriations are recognized as an asset to the extent that they will result in a return of cash or a reduction in future payments.

  1. Defined benefit plan

    • The Company's net obligation to the defined benefit plan is calculated by converting the number of future benefits earned by the employee's service in the current or previous period into the present value and deducting the fair value of the plan assets. The defined benefit obligation is actuarial zed annually by a qualified actuary using the projected unit benefit method. When the calculation result is likely to be beneficial to the Company, the recognized asset is limited to the present value of any economic benefit that can be obtained in the form of returning the allocation from the plan or reducing future allocations to the plan. The calculation of the present value of economic benefits considers any minimum funding requirements. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which they occur. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss. The Company determines the net interest expense (income) of the net defined benefit liability (asset) using the net defined benefit liability (asset) and discount rate determined at the beginning of the annual reporting period. Net interest expense and other expenses for defined benefit plans are recognized in profit or loss. Changes in benefits associated with prior service costs or curtailment benefits or losses arising from program modifications or curtailments are recognized immediately in profit or loss. The Company recognizes the liquidation profit and loss of the defined benefit plan when the liquidation occurs.
  2. Short-term employee benefits

    • Short-term employee benefit obligations are recognized as expenses when services are rendered. If the Company has a current statutory or constructive payment obligation due to the past service provided by the employee, and the obligation can be reliably estimated, the amount is recognized as a liability.
  3. (19) Borrowing Cost

Borrowing costs directly attributable to the acquisition of an asset are included as part of the cost of the asset until substantially all activities necessary to bring the asset to its intended state for use or sale have been completed.

Aside from the aforementioned, all other borrowing costs are recognized as profit or loss within the year in which it occurred.

  • (20) Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax. Current income tax including the income tax payable or tax refund receivable, which is calculated based on the taxable income (loss) of the current year, and any adjustments of

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tax payable and tax refund receivable in previous years whose amount is the best estimate of the amount expected to be paid or received based on the statutory tax rate or substantive legislative tax rate on the reporting date.

Deferred income tax is recognized by measuring the temporary difference between the carrying amount of assets and liabilities at the financial reporting date and their tax base. Unused tax losses, unused income tax credits carried forward, and deductible temporary differences are recognized as deferred tax assets to the extent that future taxable income is likely to be available for use, and will be reevaluate at every reporting date where relevant income tax benefits will be adjusted to the extent that it is not likely to be realized, or reverse the original reduced amount within the scope that it is likely to have sufficient taxable income.

The Company only allows offsets of deferred tax asset and deferred tax liability when both conditions below are met:

  1. Has the statutory enforcement power to offset current income tax assets and current income tax liabilities; and

  2. Deferred tax asset and liabilities are related to one of the following taxpayers who are levied income tax by the same tax authority:

    • (1) Same tax entity; or

    • (2) Different tax entity, but each subject intends to settle current income tax liabilities and assets on a net basis, or realize assets and settlement simultaneously, in each future period in which significant amounts of deferred income tax assets are expected to be recovered and deferred income tax liabilities are expected to be settled.

  3. (21) Earnings per share

The Company presents basic and diluted earnings per share attributable to equity holders of the Company's common stock. The Company's basic earnings per share is calculated by dividing the profit or loss attributable to the Company's common stockholders by the weighted average number of common shares outstanding in the current period. Diluted earnings per share is calculated by adjusting the profit and loss attributable to ordinary equity holders of the Company and the weighted average number of ordinary shares outstanding, respectively, after adjusting the impact of all potential dilutive ordinary shares.

  • (22) Operating Segment Information

The Company has disclosed operating segment information in the consolidated financial statements, so the individual will not disclose department information.

5.CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION AND UNCERTAINTY

The Company has considered the economic implications of COVID-19, Ukrainian-Russian conflict, and inflation on critical accounting estimates and the management will continue to review estimates and underlying assumptions, and changes in accounting estimates will be recognized in the period of change and in the affected future periods.

In preparing this separate financial report, management must make judgements, estimates and assumptions. It will affect the adoption of accounting policies and the reported amounts of assets, liabilities, income and expenses. The actual result may be different with estimations. For the uncertainty of assumptions and estimates, there are major risks that will cause major adjustments in the next year. The relevant information is as follows. Uncertainty in the following assumptions and estimates has a material risk of causing a material adjustment to the carrying amount of assets and liabilities in the next financial year and has already reflected the impact of the COVID-19 pandemic. See below:

  • (1) Allowance for Losses on Accounts Receivable

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The allowance for loss of the Company's accounts receivable is estimated based on the assumptions of default risk and expected loss rate. The Company considers historical experience, current market conditions and forward-looking estimates on each reporting date to determine the assumptions to be used and the input values selected when calculating the impairment. Please refer to Note 6(4) for details on related assumptions and input value.

(2) Valuation of Inventory

Inventories are stated at the lower of cost or net realizable value, and the Company estimates the net realizable value of inventory for normal waste, obsolescence and unmarketable items at the end of reporting period and then writes down the cost of inventories to net realizable value. The net realizable value of the inventory is determined mainly based on assumptions of future demand within a specific time horizon, therefore major changes may occur due to rapid changes in the industry.

(3) Impairment of investment using equity method

When there is any indication of impairment that an investment using the equity method may have been impaired and the carrying amount cannot be recovered, the Company immediately assesses the impairment of the investment. The Company assesses the impairment based on the future cash flow forecast of the invested company, including the sales growth rate and capacity utilization rate estimated by the internal management of the invested company, and analyzes the rationality of the relevant assumptions.

(4) Impairment of Tangible Assets and Intangible Assets Other than Goodwill

In the process of evaluating the potential impairment of tangible assets and intangible assets other than goodwill, the Company determines the independent cash flows, useful lives, expected future revenue and expenses related to the specific asset groups with the consideration of the nature of semiconductor industry. Any change in these estimates based on changed economic conditions or business strategies could result in significant impairment charges or reversal in future years.

(5) Recognition and Valuation of Provisions

The provision for product warranty liabilities is estimated when the product sales revenue is recognized and is estimated based on the quantity of products that are still in the warranty repair period, the historical and expected repair rate of such products, and the estimated unit repair cost. The Company continues to review the estimation basis and revise it when appropriate. Any change in the above estimation basis may have a significant impact on the estimation of product warranty liability reserves.

(6) Realization of Deferred Income Tax Assets

Deferred tax assets are recognized to the extent that it is probable that future taxable profits will be available for deductible temporary differences in the future. Assessment of the realization of the deferred tax assets requires subjective judgment and estimate, including the future revenue growth and profitability, tax holidays, the amount of tax credits can be utilized and feasible tax planning strategies. Any changes in the global economic environment, the industry trends and relevant laws and regulations could result in significant adjustments to the deferred tax assets.

(7) Measurement of Defined Benefit Obligations

The defined benefit costs and net defined benefit liabilities (assets) that should be recognized in the defined benefit retirement plan are actuarially evaluated using the projected unit benefit method, and the actuarial assumptions adopted include discount rate, employee turnover rate and future salary increase rate, etc. Changes in these assumptions due to changes in market and economic conditions may materially affect the amount of expenses and liabilities recognized. Please refer to Note 6 (17) for the description of the major actuarial assumptions and sensitivity analysis adopted by the actuarial.

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6. ILLUSTRATION OF IMPORTANT ACCOUNTING ITEMS (1) Cash And Cash Equivalents

December 31, 2022
Cash
$ 2,574
Deposits in banks
976,450
$ 979,024
(2) Financial Assets at Fair Value Through Profit or Loss
Current:
Mandatorily measured at FVTPL
December 31,
2022
Domestic listed (counter) stocks
$ 380,865
Adjustments
(3,863)
$ 377,002
December 31, 2021
$ 2,509
627,461
$ 629,970
December 31,
2021
$ 165,131
7,286
$ 172,417
Non-Current:
Mandatorily measured at FVTPL
December 31,
2022
Foreign non-listed (counter) stocks
$ 27
Adjustments
(27)
$ -
1. Profit and loss of financial assets measured at FVTPL
Mandatorily measured at FVTPL
2022
Evaluation (loss) profit
$ (11,149)
Profit of disposal
$ 2,095
Dividend income
$ 16,926
December 31,
2021
$ 27
(27)
-
2021
$ 7,073
$ -
$ 1,437
  1. The Company has not pledged financial assets at fair value through profit or loss.

  2. Aforementioned equity instrument are held for trading purposes, so they are measured at fair value through profit or loss.

  3. The Company invested FRF5,000 (around NT$27 thousand) in French agent AUTECH EUROPE in 1990, whose total capital is FRF100,000. In 1996, the value of the invested company had been reduced, and there was little hope of recovery, the total investment amount was transferred as a loss.

(3) Non-current Financial Assets at Fair Value Through Other Comprehensive Income

Measured at FVTOCI
Domestic listed (counter) stocks
Adjustments
December 31,
2022
$ 21,391
(10,933)
$ 10,458
December 31,
2021
$ 12,789
4,040
$ 16,829
  • 1.The Company holds theses equity instruments for long-term strategic investments, therefore designated the investments as measured at FVTOCI.

  • The Company disposed equity investments with fair value of NT$3,808 (in thousands) and NT$8,578(in thousands), respectively, in 2022 and 2021, with the accumulated disposal benefits of NT$1,125(in thousands) and NT$2,744 (in thousands) , respectively. The Company has transferred the accumulated disposal benefits from other interests to retained earnings.

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  1. Profit and loss of financial assets measured at FVTOCI:
Measured at FVTOCI
Dividend income recognized as
profit or loss
Hold at the end of the period
Delisted within the period
Changes in fair value at other
comprehensive income (loss)
Accumulated interest transferred
to retained earnings due to
delisting
2022
$ 1,188
-
$ 1,188
$ (13,848)
$ 1,125
2021
$ 287
-
$ 287
$ 5,303
$ 2,744
  1. The Company has not pledged financial assets at fair value through other comprehensive income.

(4) Notes and Accounts Receivable

Notes receivable
Less: Loss allowance
Net
Accounts receivable
Less: Loss allowance
Net
December 31, 2022
$ 258,779
(4,683)
$ 254,096
December 31, 2022
$ 421,595
(1,743)
$ 419,852
December 31, 2021
$ 174,697
(3,792)
$ 170,905
December 31, 2021
$ 509,018
(22,546)
$ 486,472

The payment term granted to customers is due 30 - 90 days from the invoice date, and the account receivable are not interest-bearing.

The Company adopts the simplified approach of IFRS 9 to recognize the allowance loss of accounts receivable based on the expected credit loss during the duration. The expected credit loss during the duration is calculated using the provision matrix, which considers the customer's past default record, current financial situation, and industrial economic situation. As the Company's historical credit loss experience shows that there is no significant difference in the loss patterns of different customer groups, the provision matrix does not further distinguish customer groups, and only determines the expected credit loss rate based on the number of days overdue of accounts receivable.

If there is evidence that the counterparty is facing serious financial difficulties and the Company cannot reasonably expect the recoverable amount, the Company will write off the relevant accounts receivable directly, but will continue to pursue, and the recovered amount due to the pursuit activities will be recognized in profit or loss.

103

The Company measures loss allowance for notes and accounts receivable according to below provision matrix:

below provision matrix:
Not past due
Past due within 30
days
Past due within 31-
180 days
Past due within
181-365 days
Past due more than
a year
Total
Not past due
Past due within 30
days
Past due within 31-
180 days
Past due within
181-365 days
Past due more than
a year
Total
December 31, 2022
Total book value
$ 659,895
12,226
7,863
116
274
$ 680,374
Loss allowance
(expected credit
loss in the
duration)
$ (5,863)
(245)
(194)
(34)
(90)
$ (6,426)
December 31, 2021
Cost after
amortization
$ 654,032
11,981
7,669
82
184
$ 673,948
Total book value
$ 618,882
6,627
8,102
38,779
11,325
$ 683,715
Loss allowance
(expected credit
loss in the
duration)
$ (5,867)
(181)
(181)
(11,447)
(8,662)
$ (26,338)
Cost after
amortization
$ 613,015
6,446
7,921
27,332
2,663
$ 657,377

The Company’s expected credit loss rate for abovementioned intervals (excluding abnormal payments whose loss are rated 100%) are: not past due and past due within 90 days is within 1%, past due within 365 days is within 5%, and past due more than 365 days will be 5% - 80%.

Movements of loss allowance for notes and account receivables:

Balance, beginning of year
Provision (Reversal)
Write off
Balance, end of year
2022
$ 26,338
891
(20,803)
$ 6,426
2021
$ 12,109
14,454
(225)
$ 26,338

104

(5) Inventories

December 31, 2022
Products
$ 6,264
Raw materials
289,213
Work in process
661,340
Finished goods
64,462
$ 1,021,279
1. Expenses related to inventories within the year
2022
Cost of goods sold
$ 1,770,139
Inventory depreciation and
obsolete loss
26,215
Inventory scrap
2,352
Inventory loss
2,554
Income from sale of scrap
(1,205)
Costs related to idle capacity
25,501
$ 1,825,556
December 31, 2021
$ 1,093
220,774
621,682
134,208
$ 977,757
2021
$ 2,024,435
23,364
6,533
1,664
(1,175)
23,163
$ 2,077,984

2. The Company has not pledged inventories on December 31, 2022 and 2021. (6) Investments Accounted for Using Equity Method

Subsidiaries
Associates
1. Investments in subsidiaries
Subsidiaries consisted of the following:
Subsidiaries
Principal
Activities
Place of
Incorporation
and
Operation
B-Way (Cayman)
Co.,Ltd.
Foreign
investments
and
international
business
Cayman
Islands
Yih Chuan
Machinery
Industry Co., Ltd.
Manufacturing
and sales of
machinery and
equipment and
tools
Taiwan
December 31, 2022
$ 892,166
109,850
$ 1,002 016
Carrying amount
December 31, 2022
$ 892,166
109,850
$ 1,002 016
Carrying amount
December 31, 2021
$ 940,748
96,604
$ 1,037,352
Percentage of ownership
December 31, 2021
$ 940,748
96,604
$ 1,037,352
Percentage of ownership
December 31,
2022
December 31,
2021
December
31, 2022
December
31, 2021
B-Way (Cayman)
Co.,Ltd.
Yih Chuan
Machinery
Industry Co., Ltd.
$ 718,246
173,920
$ 761,213
179,535
100.00%
60.00%
100.00%
60.00%
$ 892,166 $ 940,748

105

  • (1) The Company invested $1,700 thousand USD in B-Way (Cayman) Co., Ltd. through the resolution of the Board of Directors on August 8, 2002, and indirectly invested through B-Way (Cayman) Co., Ltd. to Dawea Mechantronic (Suzhou) Ltd. and Shanghai Zhuwei Mechantronic Co., Ltd. in mainland China, engaging in the operation of parts and accessories of machine tools, sales and installation of mechanical appliances, and international trade.

  • (2) The Company invested $8,000 thousand USD in B-Way (Cayman) Co., Ltd. through the resolution of the Board of Directors on May 4, 2007, and indirectly invested through B-Way (Cayman) Co., Ltd. to Awea Mechantronic (Suzhou) Ltd., engaging in the operation of parts and accessories of machine tools, sales and installation of mechanical appliances, and international trade.

  • (3) The Company invested NT$192,570 thousand in Yih Chuan Machinery Industry Co., Ltd. through the resolution of the Board of Directors on September 23, 2013 and invested NT$72,022 thousand again on September 8, 2015. As of December 31, 2021, the Company holds 60% of its shares, engaging in manufacturing, processing, and trading of various machine tools and mechanical parts, and casting of various mechanical parts.

  • (4) With the resolution of Board of Directors on August 2, 2018, Dawea Mechantronic (Suzhou) Ltd. was merged into Awea Mechantronic (Suzhou) Ltd., and the merger is completed on September 8, 2020.

  • (5) The Company's portion of profit and loss and other comprehensive income and loss of subsidiaries that adopted the equity method in 2022 and 2021 were recognized based on the financial reports of the subsidiaries audited by accountants during the same period.

  • Investments in associates

Associates consisted of the following:

Associates
YAMA
SEIKI
USA,INC.
Huahan
Leasing
Co., Ltd.
Principal Activities
Design and production of
CNC machine tools with
linkage of more than three
axes, CNC systems, servo
devices and related
components, and
maintenance and sales of
precision CNC machine
tools
Rental of machinery
Place of
Incorporation
and
Operation
US
Taiwan
Carrying amount
December
31, 2022
December
31, 2021
$ 101,849 $ 89,149
8,001
7,455
$ 109,850 $ 96,604
% of Ownership and
Voting Rights Held by
the Company
% of Ownership and
Voting Rights Held by
the Company
December
31, 2022
December
31, 2022
December
31, 2021
$ 101,849
8,001
28.58%
13.33%
28.58%
13.33%
$ 109,850
  • (1) The Company invested $1,700 thousand USD in YAMA SEIKI USA, INC. through the resolution of the Board of Directors on December 23, 2010, engaging in the operation of parts and accessories of machine tools, sales and installation of mechanical appliances, and international trade.

106

  • (2) The Company invested NT$7,333 thousand in Huahan Leasing Co., Ltd. through the resolution of the Board of Directors on August 2021, engaging in machinery rental business.

  • (3) The Company's portion of profit and loss and other comprehensive income and loss of associates subsidiaries that adopted the equity method in 2022 and 2021 were recognized based on the financial reports of the associates audited by accountants during the same period.

(7) Property, plant and equipment

Self-owned land
Buildings
Machinery equipment
Tooling equipment
Transportation Equipment
Computer communication
equipment
Business equipment
Lease Improvement
Other equipment
Equipment to be checked and
construction in progress
January 1, 2022
Additions
Cost
Self-owned land
$ 536,761
$ -
Buildings
1,162,434
-
Machinery
equipment
229,623
1,844
Tooling
equipment
47,223
3,560
Transportation
Equipment
51,886
5,363
Computer
communication
equipment
4,435
6,961
Business
equipment
17,802
1,010
Lease
Improvement
749
-
Other equipment
24,660
273
Equipment to be
checked and
construction in
progress
8,346
60
$ 2,083,919
$ 19,071
Self-owned land
Buildings
Machinery equipment
Tooling equipment
Transportation Equipment
Computer communication
equipment
Business equipment
Lease Improvement
Other equipment
Equipment to be checked and
construction in progress
January 1, 2022
Additions
Cost
Self-owned land
$ 536,761
$ -
Buildings
1,162,434
-
Machinery
equipment
229,623
1,844
Tooling
equipment
47,223
3,560
Transportation
Equipment
51,886
5,363
Computer
communication
equipment
4,435
6,961
Business
equipment
17,802
1,010
Lease
Improvement
749
-
Other equipment
24,660
273
Equipment to be
checked and
construction in
progress
8,346
60
$ 2,083,919
$ 19,071
December 31, 2022
December 31, 2021
$ 536,761
$ 536,761
741,443
776,201
74,600
87,411
5,398
4,667
12,269
11,473
6,527
355
5,988
8,281
-
21
4,009
6,234
8,406
8,346
$ 1,395,401
$ 1,439,750
Disposals
Reclassification
s
December 31,
2022
$ -
$ -
$ 536,761
-
-
1,162,434
(10,099)
-
221,368
(412)
-
50,371
(612)
-
56,637
(74)
-
11,322
-
-
18,812
-
-
749
(876)
-
24,057
-
-
8,406
$ (12,073)
$ -
$ 2,090,917
December 31, 2021 December 31, 2021
$ 536,761
776,201
87,411
4,667
11,473
355
8,281
21
6,234
8,346
$ 1,439,750
Disposals

$ -
-
(10,099)
(412)
(612)
(74)
-
-
(876)
-
$ (12,073)
December 31,
2022
$ -
-
1,844
3,560
5,363
6,961
1,010
-
273
60
$ 536,761
1,162,434
221,368
50,371
56,637
11,322
18,812
749
24,057
8,406
$ 19,071 $ 2,090,917

107

Accumulated
depreciation
Buildings
Machinery
equipment
Tooling
equipment
Transportation
Equipment
Computer
communication
equipment
Business
equipment
Lease
Improvement
Other equipment
Net
Cost
Self-owned land
Buildings
Machinery
equipment
Tooling
equipment
Transportation
Equipment
Computer
communication
equipment
Business
equipment
Lease
Improvement
Other equipment
Equipment to be
checked and
construction in
progress
January 1, 2022
$ 386,233
142,212
42,556
40,413
4,080
9,521
728
18,426
$ 644,169
$ 1,439,750
January 1, 2021
$ 536,761
1,162,434
228,990
44,132
50,984
4,530
17,707
749
24,347
6,014
$ 2,076,648
Depreciation
$ 34,758
12,439
2,829
4,512
789
3,303
21
2,256
$ 60,907
Additions
$ -
-
633
3,091
4,588
-
95
-
313
2,332
$ 11,052
Disposals
$ -
(7,883)
(412)
(557)
(74)
-
-
(634)
$ (9,560)
Disposals

$ -
-
-
-
(3,686)
(95)
-
-
-
-
$ (3,781)
Reclassifications
$ -
-
-
-
-
-
-
-
$ -
Reclassifications
$ -
-
-
-
-
-
-
-
-
-
$ -
December 31,
2022
$ 420,991
146,768
44,973
44,368
4,795
12,824
749
20,048
$ 695,516
$ 1,395,401
December 31,
2021
$ 536,761
1,162,434
229,623
47,223
51,886
4,435
17,802
749
24,660
8,346
$ 2,083,919

108

Accumulated
depreciation
Buildings
Machinery
equipment
Tooling
equipment
Transportation
Equipment
Computer
communication
equipment
Business
equipment
Lease
Improvement
Other equipment
Net
January 1, 2021
$ 350,517
127,580
37,646
38,758
3,372
5,763
670
16,110
$ 580,416
$ 1,496,232
Depreciation
$ 35,716
14,632
4,910
5,341
803
3,758
58
2,316
$ 67,534
Disposals
$ -
-
-
(3,686)
(95)
-
-
-
$ (3,781)
Reclassifications
$ -
-
-
-
-
-
-
-
$ -
December 31,
2021
$ 386,233
142,212
42,556
40,413
4,080
9,521
728
18,426
$ 644,169
$ 1,439,750
  1. Please refer to Note 8 for property, plant and equipment pledged for borrowing.

  2. On December 31, 2022 and 2021, the Company's land was partly agricultural land, and the amount temporarily registered in the name of another person was NT$88,529 thousand. The Company has obtained a certificate of other rights for the land.

(8) Lease Arrangement

  1. Right-of-use assets
Land
Buildings
January 1, 2022
Cost
Land
$ 48,848
Buildings
5,334
$ 54,182
Additions December 31, 2022
December 31, 2021
$ 10,044
$ 19,485
2,232
4,595
$ 12,276
$ 24,080
Disposals
Others
December 31,
2022
$ -
$ -
$ 49,451
(1,635)
-
4,393
$ (1,635)
$ -
$ 53,844
Disposals
$ -
(1,635)
$ (1,635)
$ 603
694
$ 1,297

109

Accumulated
depreciation
Land
Buildings
Net
Cost
Land
Buildings
Accumulated
depreciation
Land
Buildings
Net

January 1, 2022
Depreciation
$ 29,363
$ 10,044
$ 739
1,422
$ 30,102
$ 11,466
$ $ 24,080
January 1, 2021
Additions
$ 48,848
$ -
$ 5,420
5,334
$ 54,268
$ 5,334
$ January 1, 2021
Depreciation
$ 19,621
$ 9,742
$ 4,250
1,909
$ 23,871$ 11,651
$ $ 30,397
2. Lease liabilities
Current
Non-current
3. Material terms of right-of-use assets
Disposals
Others
December 31,
2022
-
$ -
$ 39,407
-
-
2,161
-
$ -
$ 41,568
$ 12,276
Disposals
Others
December 31,
2021
-
$ -
$ 48,848
(5,420)
-
5,334
(5,420)
$ -
$ 54,182
Disposals
Others
December 31,
2021
-
$ -
$ 29,363
(5,420)
-
739
(5,420)
$ -
$ 30,102
$ 24,080
December31,2022
December31,2021
$ 11,420
$ 11,606
918
12,764
$ 12,338
$ 24,370
Disposals
Others
December 31,
2022
-
$ -
$ 39,407
-
-
2,161
-
$ -
$ 41,568
$ 12,276
Disposals
Others
December 31,
2021
-
$ -
$ 48,848
(5,420)
-
5,334
(5,420)
$ -
$ 54,182
Disposals
Others
December 31,
2021
-
$ -
$ 29,363
(5,420)
-
739
(5,420)
$ -
$ 30,102
$ 24,080
December31,2022
December31,2021
$ 11,420
$ 11,606
918
12,764
$ 12,338
$ 24,370
December 31,
2022
$ $ 39,407
2,161
$ $ 41,568
$ 12,276
December 31,
2021
$ $ 48,848
5,334
$ $ 54,182
December 31,
2021
$ $ 29,363
739
$ $ 30,102
$ 24,080
$ 11,606
12,764
$ 24,370

The Company leases many assets with lease terms of 3 to 10 years. The Company does not have purchase options to acquire the assets at the end of the lease terms.

  1. Other lease information
4. Other lease information
2022
Expenses relating to short-term and
low-value assets leases
$ 681
Total cash outflow for leases
$ 11,410
(9) Intangible Assets
December 31, 2022
Software
$ 6,794
2022 2021
$ 836
$ 11,654
December 31, 2021
$ 681
$ 11,410
$ 7,909

110

Cost January 1, 2022
Additions
Disposals Reclassificatio
n
Reclassificatio
n
December 31,
2022
Software $ 15,756
$ 800
$ - $ - $ 16,556
Accumulated
amortization

January 1, 2022
Amortization in
this year
Disposals Reclassificatio
n
December 31,
2022
Software $ 7,847
$ 1,915
$ - $ - $ 9,762
Net $ 7,909 $ 6,794
Cost January 1, 2021
Additions
Disposals Reclassificatio
n
December 31,
2021
Software $ 11,490
$ 4,314
$ (48) $ - $ 15,756
Accumulated
amortization

January 1, 2021
Amortization in
this year
Disposals Reclassificatio
n
December 31,
2021
Software $ 6,536
$ 1,311
$ - $ - $ 7,847
Net $ 4,954 $ 7,909
(10) Net Overdue Receivables
December 31, 2022 December 31, 2021
Overdue receivables $ 9,732
$
19,424
Less: Allowance for uncollectible
accounts
(9,732) (19,424)
$ - $ -
(11) Other current financial assets
December 31, 2022 December 31, 2021
Repatriated Offshore Funds $ 353,397
$
317,381
Restricted assets – bank deposits 187,946 -
$ 541,343
$
317,381
The repatriated offshore funds of the Group approved by National Taxation Bureau,
Ministry of Finance according to Regulations Governing the Management Repatriated
Offshore Funds will be submitting an investment plan to the Ministry of Economic
Affairs within one year of the day when the funds are deposited into the designated
foreign exchange deposit account in accordance with Article 8 of the regulation. The
investment plan was approved by approval letter no. 111020433960 on September 23,
2021.

(12) Short-Term Loans

ort-Term Loans
Secured loans
Credit loans
Interest interval
December 31, 2022
$ 435,000
1,445,000
$ 1,880,000
1.3123%~1.9500%
December 31, 2021
$ 265,000
1,025,000
$ 1,290,000
0.5451%~0.8508%

Please refer to Note 8 for guarantees.

111

(13) Short-term Notes Payable

Short-term notes payable
Less: Discounts on notes payable
Interest interval
(14) Other Payables
Other expenses payable
Employee compensation payable
Compensation due to directors
and supervisors
Dividends payable
Payable on equipment and
projects
(15) Current provisions
Warranty
Employee benefits
January 1, 2022
Warranty
$ 4,355
Employee
benefits
6,885
$ 11,240
January 1, 2021
Warranty
$ 7,927
Employee
benefits
14,503
$ 22,430
December 31, 2022
December 31, 2021
$ 290,000
$ 260,000

(359)
(93)
$ 289,641
$ 259,907
1.30%~1.78%
0.60%~0.63%
December 31, 2022
December 31, 2021
$ 69,729
$ 93,195
16,000
12,000
1,800
1,800
491
491
1,086
2,312
$ 89,106
$ 109,798
December 31, 2022
December 31, 2021
$ 5,272
$ 4,355
5,783
6,885
$ 11,055
$ 11,240
Additions
Reversals
December 31,
2022
$ 917
$ -
$ 5,272
-
(1,102)
5,783
$ 917
$ (1,102)
$ 11,055
Additions
Reversals
December 31,
2021
$ -
$ (3,572)
$ 4,355
-
(7,618)
6,885
$ -
$ (11,190)
$ 11,240
December 31, 2021 December 31, 2021
$ 260,000
(93)
$ 259,907
0.60%~0.63%
December 31, 2021
$ 93,195
12,000
1,800
491
2,312
$ 109,798
December 31, 2021
$ 4,355
6,885
$ 11,240
December 31,
2022
$ 5,272
5,783
$ 11,055
December 31,
2021
$ 4,355
6,885
$ 11,240
  1. The provision for warranty is based on the sales contract, and the management of the Company makes the best estimate based on the historical experience of the product.

112

  1. Provision for employee benefit refers to the Company's current legal or constructive payment obligations due to past service provided by employees, and when the obligations can be reliably estimated, the amount is recognized as liabilities.

(16) Long-term Loans

ng-term Loans
Nature of loan
Secured loans
Less: due within a year
Total
Interest interval
Year due
2029
December 31,
2022
$ -
-
$ -
-
December 31,
2021
$ 2,206
-
$ 2,206
0.3800%

(17) Employee Benefits

1. Defined benefit plans

The Company has defined benefit plans under the R.O.C. Labor Standards Law that provide benefits based on an employee’s length of service and average monthly salary for the six-month period prior to retirement. The Company contributes an amount equal to 2% of salaries paid each month to their respective pension funds (the Funds), which are administered by the Labor Pension Fund Supervisory Committee (the Committee) and deposited in the Committee’s name in the Bank of Taiwan. Before the end of each year, the Company assesses the balance in the Funds. The Funds are operated and managed by the government’s designated authorities; as such, the Company does not have any right to intervene in the investments of the Funds.

The present value of defined benefit obligation is is calculated by a qualified actuary. The main assumptions of the actuarial on the measurement date are listed below:

  • (1) Assumptions of the actuarial on the measurement date:
Discount rate
Expected salary adjustment rate
December 31,2022
1.400%
2.500%
December 31,2021
0.750%
2.500%
  • (2) The amount of pension expenses recognized in the individual comprehensive income statement for the defined benefit plan is listed as follows:
Current service cost
Net interest expense
Interest income from plan assets
Recognized in profit or loss
Remeasurement
Actuarial loss arising from
experience adjustments
Actuarial loss arising from
changes in demographic
assumptions
Actuarial gain arising from
changes in financial
assumptions
Return on plan assets
Recognized in other
comprehensive income
2022
$ 235
273
(180)
328
743
-
(1,858)
(2,181)
(3,296)
2021
$ 288
147
(106)
329
1,002
1,974
(1,517)
(424)
1,035

113

Total $ (2,968) $ 1,364
The pension costs of the aforementioned defined benefit plans were recognized in
profit or loss by the following categories:
2022 2021
Cost of revenue $ 624 $ 654
Marketing expenses 71 93
General and administrative 62 87
expenses
Research and development 70 72
expenses
Others (499) (577)
$ 328 $ 329
(3) The amounts arising from the defined benefit obligation of the Company were
recognized in the individual balance sheets by the following categories:
December 31, 2022 December 31, 2021
Present value of defined benefit
obligation
$ 28,824 $ 36,351
Fair value of plan assets (19,833) (23,557)
Net defined benefit liability $ 8,991 $ 12,794
(4) Movements in the present value of the defined benefit obligation were as
follows:
2022 2021
Balance, beginning of year $ 36,351 $ 43,218
Current service cost 235 288
Interest expense, net 273 147
Remeasurement:
Actuarial loss arising from
experience adjustments
743 1,002
Actuarial loss arising from
changes in demographic - 1,974
assumptions
Actuarial gain arising from
changes in financial (1,858) (1,517)
assumptions
Benefits paid from plan assets (6,920) (8,761)
Balance, end of year $ 28,824 $ 36,351

114

  • (5) Movements in the fair value of the plan assets were as follows:
Balance, beginning of year
Interest income
Remeasurement:
Return on plan assets
Contributions from employer
Benefits paid from plan assets
Balance, end of year
2022
$ 23,557
180
2,181
835
(6,920)
$ 19,833
2021
$ 30,881
106
424
907
(8,761)
$ 23,557

The Company expected to allocate NT$835 thousand within a year after December 31, 2022.

  1. Defined contribution plans

The plan under the R.O.C. Labor Pension Act (the “Act”) is deemed a defined contribution plan. Pursuant to the Act, the Company has made monthly contributions equal to 6% of each employee’s monthly salary to employees’ pension accounts. Accordingly, the Company recognized expenses of NT$12,495 thousand and NT$11,820 thousand for the years ended December 31, 2022 and 2021, respectively.

(18) Capital Stock

On December 31, 2022, the authorized common stock capital is NT$1,000,000 thousand, the paid-in capital is NT$965,942 thousand, with a par value of NT$10 per share, divided into 96,594,171 shares.

(19) Capital Surplus

  1. According to the provisions of the Company Law, the capital surplus shall not be used except for making up for the Company's losses and appropriating capital. If the Company does not use the surplus reserve to make up for capital losses and if there is still a deficiency, it may not use the capital reserve to make up for it.

  2. In accordance with the provisions of the Company Law, the premium obtained from the issuance of stocks exceeding the par value and the capital surplus obtained from the receipt of gifts may be used to make up for losses. Replenishment of capital is limited to a certain percentage of paid-in capital every year. In addition, changes in ownership interests in subsidiaries are recognized to offset losses

(20) Retained Earnings

The statutory surplus reserve shall be appropriated until its total amount reaches the total paid-in capital. The legal capital reserve may be used to offset a deficit or be distributed as dividends in cash or stocks for the portion more than 25% of the paid-in capital if the Company incurs no loss.

The Company recognize and reverse special reserve according to No. 1090150022 letter issued from FSC and “Applicable questions and answers for the provision of special surplus reserve after the adoption of IFRSs”.

If there is a subsequent reversal of the balance of the deduction of other shareholders' equity, the surplus may be distributed based on the reversal. According to the Company's Articles of Incorporation, the Company's net profit after the annual final accounts, in addition to paying taxes and making up for previous years' losses according to law, should

115

set aside 10% as a legal reserve and a special reserve according to law, then adding the undistributed earnings of the previous year to its balance and retaining part of the balance for the funds needed for enterprise growth, the Board of Directors will draw up a earning distribution proposal and submit it to the shareholders' meeting for resolution on distribution.

The Company's shareholders' regular meeting passed resolutions of earning distribution plans on June 15, 2022 and August 18, 2021, respectively, as follows:

Earning distribution plan Cash dividends per share
(NT$)
Cash dividends per share
(NT$)
2021
2020
2021 2020
Legal reserve $ 13,278
$ 38,245
Distribution:
Capital surplus 28,979
48,297
$
0.3
$
0.5
Cash dividends 115,913
193,188
1.2 2.0
Aforementioned earning distribution is no different from the board resolutions of the
Company on March 15, 2022 and March 17, 2021.
For the distribution of profits proposed by the Board of Directors and resolutions of the
shareholders' meeting, please visit the "Market Observation Post System" of Taiwan
Stock Exchange.
The appropriations of 2022 yearly earnings approved by the Company’s Board of
Directors’ resolution on March 13, 2023 is as below:
Earning distribution
Cash dividends per
plan share (NT$)
2022 2022
Legal reserve $ 35,790
Distribution:
Cash dividends 154,551
$
1.6

Aforementioned earning distribution is no different from the board resolutions of the Company on March 15, 2022 and March 17, 2021.

For the distribution of profits proposed by the Board of Directors and resolutions of the shareholders' meeting, please visit the "Market Observation Post System" of Taiwan Stock Exchange.

The appropriations of 2022 yearly earnings approved by the Company’s Board of Directors’ resolution on March 13, 2023 is as below:

The earning distribution plan of 2022 is still waiting for shareholders’ meeting resolution expected on June 7, 2023.

(21) Others

The exchange difference in the translation adjustment of foreign operations’ financial statements refers to the relevant exchange differences arising from the translation of the functional currency to the Company’s expression currency (i.e., New Taiwan Dollars) of foreign operations’ net assets, and is listed directly under other comprehensive income. The other comprehensive income recognized in the year ended December 31, 2022 and 2021 are NT$17,410 thousand and NT$20,129 thousand, respectively.

(22) Operating Income

ating Income
Total operating income
Less: sales returns and discounts
Sale of product
Maintenance and other income
2022
$ 2,292,233
(8,575)
$ 2,283,658
2022
$ 1,953,731
329,927
$ 2,283,658
2021
$ 2,501,492
(9,062)
$ 2,492,430
2021
$ 2,156,224
336,206
$ 2,492,430

1.Revenue breakdown

(1) The Company's revenue of the contract is derived from the provision of goods and services transferred at a certain point in time.

(2)Major sales market by geography:

116

2022 2021
Domestic $ 805,834 $ 941,859
Foreign
Asia 677,126 883,498
America 375,904 272,173
Europe 419,212 387,472
Other countries 5,582 7,428
$ 2,283,658 $ 2,492,430
  1. Contract balance

  2. (1) The changes in the contract liability balances primarily result from the timing difference between the satisfaction of performance obligation and the customer’s payment.

Contract liabilities
(2) Revenue of the year from the
Sales revenue
(23) Other Income
Rental income
Dividend income
Other income
(24) Other Gain or Loss
Foreign exchange gain (loss)
Net gain or loss on disposals of
property, plant and equipment
Proceeds from disposal of
financial assets
Net (loss) gain on financial
instruments at FVTPL
Others
(25) Finance Cost
Interest expense from bank loans
Interest expense from lease
liabilities
December 31, 2022
December 31, 2021
$ 73,324
$ 97,752
beginning balance of contract liability:
2022
2021
$ 94,597
$ 65,967
2022
2021
$ 3,121
$ 3,245
18,114
1,724
10,138
24,803
$ 31,373
$ 29,772
2022
2021
$ 113,941
$ (38,314)
(241)
1,190
2,095
-
(11,149)
7,073
(565)
(48)
$ 104,081
$ (30,099)
2022
2021
$ 19,729
$ 9,388
168
255
$ 19,897
$ 9,643
December 31, 2022
December 31, 2021
$ 73,324
$ 97,752
beginning balance of contract liability:
2022
2021
$ 94,597
$ 65,967
2022
2021
$ 3,121
$ 3,245
18,114
1,724
10,138
24,803
$ 31,373
$ 29,772
2022
2021
$ 113,941
$ (38,314)
(241)
1,190
2,095
-
(11,149)
7,073
(565)
(48)
$ 104,081
$ (30,099)
2022
2021
$ 19,729
$ 9,388
168
255
$ 19,897
$ 9,643
$ (38,314)
1,190
-
7,073
(48)
$ (30,099)
2021
$ 9,388
255
$ 9,643

117

(26) Employee Benefits, Depreciation and Amortization Expense

Employee benefits
expense
Salary expense
Labor and health
insurance expense
Pension expense
Director's remuneration
Other employee benefit
expenses
Depreciation expense
Amortization expense
Employee benefits
expense
Salary expense
Labor and health
insurance expense
Pension expense
Director's remuneration
Other employee benefit
expenses
Depreciation expense
Amortization expense
2022
Recognized in
cost of revenue
$ 179,735
18,202
8,305
-
7,317
59,728
297
Recognized in
operating
expenses
$ 114,647
11,352
5,018
2,440
3,297
12,645
1,618
2021
Total
$ 294,382
29,554
13,323
2,440
10,614
72,373
1,915
Recognized in
cost of revenue
$ 181,795
17,164
7,630
-
7,234
66,436
25
Recognized in
operating
expenses
$ 92,769
10,745
4,520
3,715
3,250
12,749
1,286
Total
$ 274,564
27,909
12,150
3,715
10,484
79,185
1,311

On December 31, 2022 and 2021, the Company has 423 and 450 employees, respectively, and 5 of which are non- part-time employee directors.

According to the Company’s Articles of Incorporation, the Company shall allocate profit sharing of no less than 3% - 8% to employees and no more than 2% to directors. The Company's subordinate employees who meet certain conditions may be allocated the above-mentioned employee remuneration, and the conditions and methods shall be determined by the Board of Directors. However, if the Company still has accumulated losses, it shall reserve the compensation amount in advance.

The Company estimated employee remuneration at NT$16,000 thousand and directors and supervisors' remuneration at NT$1,800 thousand for the year ended December 31, 2022. The basis of the estimation is based on the experience of actual distribution, considering the net profit of the current period and the ratio stipulated in Company’s Articles of Incorporation, and recognized as the operating cost or operating expenses of the year. If there is a discrepancy between the actual distribution amount and the estimated amount in the next year, it shall be treated as a change in accounting estimate, and the difference shall be recognized as profit or loss for the next year. Related information can be found on Market Observation Post System.

The Company recognized employee remuneration at NT$12,000 thousand and directors

118

and supervisors' remuneration at NT$1,800 thousand for the year ended December 31, 2021. Related information can be found on Market Observation Post System. Actual amount distributed is no different from the estimation.

In the year ended December 31, 2022 and 2021, the average employee benefits expense of the Company are NT$832 thousand and NT$731 thousand, respectively.

In the year ended December 31, 2022 and 2021, the average employee salary expense of the Company are NT$704 thousand and NT$617 thousand, respectively.

In the year ended December 31, 2022, the average salary expense adjustment of the Company is 14.1%.

The Company’s salary policies (including directors, supervisors, managers, and employees) are as below:

  1. Directors’ compensation

  2. The Company's general directors and independent directors' compensation policy is determined according to their responsibilities, risks, invested time and other factors. According to the Company’s Articles of Incorporation, the compensation of the chairman, vice chairman and directors of the Company shall be determined by the Board of Directors according to the degree of participation in the operation of the Company and the value of their contribution, as well as the average level of domestic and foreign industries. The Company’s Articles of Incorporation also stipulate that directors' compensation shall not exceed 2% of the annual profit.

  3. Compensation to the supervisors

The Company replaced supervisor system with the audit committee since June 2020.

  1. Compensation to the managers

  2. Compensation to the managers is determined by the position, contribution, company’s operation performance of the Company of the year, and considers future risk. It is reviewed by Compensation Committee and sent to Board of Directors for resolution.

  3. Compensation to the employees

  4. Compensation to the employees includes monthly payment and unscheduled performance bonus, year-end bonus, and employee compensation based on the Company’s profitability. The Company’s Articles of Incorporation stipulate that employees’ compensation should be no less than 3% - 8% of annual profit.

  5. The competitive compensation to the employees of subsidiaries (oversea) is determined not only according to local labor market, but also distribute annual bonus according to local regulations, industry practice, and each subsidiary’s performance as a whole, to encourage employee’s contribution and their growth with the Company.

(27) Income Tax

  1. Income tax expense

Income tax expense of the year ended December 31, 2022 and 2021 consisted of the following:

wing:
Current income tax expense:
Recognized in the current year
Adjustments on prior years
Deferred income tax expense:
The origination and reversal of
temporary differences
Income tax expense
2022
$ 48,783
735
36,196
$ 85,714
2021
$ 25,838
5,933
19,098
$ 50,869

119

  • (1) Income tax expense recognized in profit or loss of the year ended December 31, 2022 and 2021 was as follows:
2022 and 2021 was as follows:
2022 2021
Income before tax $ 439,856 $ 181,729
Income tax expense at the statutory
rate
$ 87,971 $ 36,346
Tax effect of adjusting items:
Non-included items in
determining taxable income
(22,441) (6,626)
Tax-exempt income (16,747) (11,618)
Income tax on repatriation of
overseas surplus
- 7,736
Adjustments on prior years 735 5,933
Net change in deferred income tax
Temporary differences 36,196 19,098
Income tax expense recognized in
profit or loss
$ 85,714 $ 50,869
(2) Income tax expense recognized in other comprehensive income and loss of the
year ended December 31, 2022 and 2021 was as follows:
2022 2021
Items are not reclassified to profit or
loss subsequently
Remeasurement of defined benefit
plan
$ 659
$
(207)
Items may be reclassified to profit or
loss subsequently
Exchange difference on translation
of financial statements of foreign $ 4,353
$
5,033
operations

120

2. The analysis of deferred income tax assets and liabilities was as follows:

Deferred income tax assets

Deferred income tax assets Deferred income tax assets me tax assets me tax assets
December 31,
2022
December 31,
2021
Allowance for bad debts exceeded
$ 1,952
$ 7,989
Unrealized exchange losses
(21,495)
8,536
Unrealized loss on inventories
63,192
57,949
Unrealized sales profit
5,765
4,784
Unrealized no vacation bonus
1,157
1,377
Unrealized warranty expense
1,054
871
Pension exceeded and actuarial loss
1,785
2,544
Exchange difference on translation of
financial statements of foreign operations
734
4,669
Investment offset - resource poor areas
-
14,250
Others
70
80
$ 54,214
$ 103,049
Deferred income tax liabilities
December 31,
2022
December 31,
2021
Subsidiaries, associates and
joint venture profit and loss share
$ 99,315
$ 107,360
$ 99,315
$ 107,360
Year ended December 31, 2022
Balance,
beginning of
the year
Recognized in
profit or loss
Recognized in
other
comprehensive
income
Balance, end
of the year
Temporary differences
Allowance for bad debts exceeded
$ 7,989
$ (6,037)
$ -
$ 1,952
Unrealized exchange losses
8,536
(30,031)
-
(21,495)
Unrealized loss on inventories
57,949
5,243
-
63,192
Unrealized sales profit
4,784
981
-
5,765
Unrealized no vacation bonus
1,377
(220)
-
1,157
Unrealized warranty expense
871
183
-
1,054
Pension exceeded and actuarial loss
2,544
(100)
(659)
1,785
December 31,
2022
December 31,
2021
$ 1,952
$ 7,989
(21,495)
8,536
63,192
57,949
5,765
4,784
1,157
1,377
1,054
871
1,785
2,544
734
4,669
-
14,250
70
80
$ 54,214
$ 103,049
Deferred income tax liabilities
December 31,
2021
$ 7,989
8,536
57,949
4,784
1,377
871
2,544
4,669
14,250
80
$ 103,049
December 31,
2021
$ 107,360
$ 107,360
Balance, end
of the year
$ 1,952
(21,495)
63,192
5,765
1,157
1,054
1,785

121

Exchange difference on translation of
financial statements of foreign
operations
Investment offset - resource poor areas
Others
Total deferred income tax assets
Subsidiaries, associates and
joint venture profit and loss share
Total deferred income tax liabilities
Year ended December 31, 2021
Temporary differences
Allowance for bad debts exceeded
Unrealized exchange losses
Unrealized loss on inventories
Unrealized sales profit
Unrealized no vacation bonus
Unrealized warranty expense
Pension exceeded and actuarial loss
Exchange difference on translation of
financial statements of foreign
operations
Investment offset - resource poor areas
Research and development investment
offset
Others
Total deferred income tax assets
Subsidiaries, associates and
joint venture profit and loss share
Adjustments to actuarial reports
Total deferred income tax liabilities
4,669
14,250
80
$ 103,049
$ 107,360
$ 107,360
Balance,
beginning of
the year
$ 5,773
7,208
53,277
5,485
2,901
1,585
2,477
9,902
21,761
3,935
91
$ 114,395
$ 94,557
24
$ 94,581
(14,250)
(10)
$ (44,241)
$ (8,045)
(8,045)
Recognized in
profit or loss
$ 2,216
1,328
4,672
(701)
(1,524)
(714)
(116)
-
(7,511)
(3,935)
(11)
$ (6,296)
$ 12,803
-
$ 12,803
(3,935)
-
-
$ (4,594)
$ -
$ -
Recognized in
other
comprehensiv
e income
$ -
-
-
-
-
-
183
(5,233)
-
-
-
$ (5,050)
$ -
(24)
$ (24)
734
-
70
$ 54,214
$ 99,315
$ 99,315
Balance, end
of the year
$ 7,989
8,536
57,949
4,784
1,377
871
2,544
4,669
14,250
-
80
$ 103,049
$ 107,360
-
$ 107,360
  1. Investment offset related information:

  2. The Company chooses to apply Article 10-1.1 of the Statute for Industrial Innovation for investment credits in research and development expenses and offsets current year income tax payable within the limit of 15% of the amount of research and development expenses declared in the current year that comply with the relevant regulations.

The Company chooses to apply investment credits related to company or limited partnership investment in smart machines, 5th-generation mobile networks, and cyber security products and offset current year income tax payable within 5% of the expenditure amount of cyber security products declared.

  1. On December 31, 2022, according to the Statute for Upgrading Industries, estimated tax amount that can be deducted from income tax of the Company has been fully deducted this year.

  2. The Company's income tax settlement declaration as of 2019 has been approved by the competent taxation agency.

122

(28) Earnings Per Share

Basic EPS
Net income
Effects of all dilutive
potential common shares
Net income available to
common shareholders plus
effects of potential
common shares
Basic EPS
Net income
Effects of all dilutive
potential common shares
Net income available to
common shareholders plus
effects of potential
common shares
Year ended December 31, 2022 December 31, 2022 December 31, 2022
Amount
Before tax
After tax
$ 439,857
$ 354,143
$ 439,857
$ 354,143
Year ended
Weighted
averaged
EPS (in NT
dollars)
number of
shares
outstanding
(thousand
shares)
Before
tax
After
tax
96,594
$ 4.55
$ 3.67
516
97,110
$ 4.53
$ 3.65
December 31, 2021
EPS (in NT
dollars)
Before tax
$ 439,857
$ 439,857
Before
tax
After
tax
$ 4.55 $ 3.67
$ 4.53 $ 3.65
Amount
Before tax
After tax
$ 181,729
$ 130,860
$ 181,729
$ 130,860
Weighted
averaged
number of
shares
outstanding
(thousand
shares)
96,594
361
96,955
EPS (in NT
dollars)
Before tax
$ 181,729
$ 181,729
Before
tax
$ 1.88
$ 1.87
After
tax
$ 1.35
$ 1.35

If the Company can choose to distribute compensate to employees with stock or cash, when calculating diluted EPS, employee compensation in the form of stock will be calculating diluted EPS with the weighted average number of outstanding shares that includes the potential common stocks when they have a dilutive effect. When calculating diluted EPS, the net value of the potential common stock on the balance sheet date is used as the basis for judging the number of issued shares. When calculating the diluted EPS before the next year's shareholders' meeting resolution on the number of shares issued for employee compensation, the dilution effect of these previous ordinary shares should continue to be considered.

(29) Capital Management

In consideration of the industry dynamics, the future development of the Company, and the environmental changes, the Company manages its capital in a manner to ensure that it has sufficient and necessary financial resources to fund its working capital needs and dividend payments to maintain its existing operations and give back to shareholders while taking into account the interests of other stakeholders, and maintain an optimal capital structure to shareholder value in the long run.

123

The management of the Company regularly reviews the capital structure and considers the possible costs and risks involved. In general, the Company adopts a prudent risk management strategy.

(30) Additional Cash Flow Information

Investment activities with only partial cash payments:

ditional Cash Flow Information
vestment activities with only partial cash
payments:
Additions of property, plant and
equipment
Add: Payable on equipment,
beginning of the year
Less: Payable on equipment, end of
the year
Cash paid in the year
2022
$ 19,071
2,312
(1,086)
$ 20,297
2021
$ 11,052
115
(2,312)
$ 8,855

7. RELATED PARTY TRANSACTIONS

  • a. Related party name and Relationship
ELATED PARTY TRANSACTIONS
Related party name and Relationship
Related Party Name
Goodway Machine Corp.
Awea Mechantronic (Suzhou) Ltd.
Shanghai Zhuwei Mechantronic Co.,
Ltd.
Yih Chuan Machinery Industry Co.,
Ltd.
Yih Chuan Machinery (Jiaxing)
Industry Co., Ltd.
YAMA SEIKI USA, INC.
Huahan Leasing Co., Ltd.
Allrich Cnc, Ltd.
Yang Wenxu Charity Foundation
Turvo International Co., Ltd.
Boldwin Bio Co., Ltd.
AXTRON INVESTMENT CO., LTD
Relationship with the Company
Parent
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Associates
Associates
Substantial related parties
Substantial related parties
Other related parties
Other related parties
Other related parties
  • b. Significant transactions with the related parties

  • Sales

Sales
Parent
Subsidiaries
Associates
Other related parties
2022
$ 1,396
295,724
271,350
1
$ 568,471
2021
$ 4,643
427,680
165,064
39,610
$ 636,997

The specifications of the products sold by the Company to related parties are different, so there are no other customers for comparison. The Company's sales to related parties and general customer collection conditions are determined in accordance with the contract.

  1. Purchases

124

Parent
Subsidiaries
Associates
Substantial related
parties
Transition price of purchase
3. Net notes receivable
Parent
Subsidiaries
Other related parties
4. Net accounts receivable
Parent
Subsidiaries
Associates
5. Other receivables
Parent
Subsidiaries
6. Notes payable
Parent
Subsidiaries
Substantial related
parties
7. Accounts payable
Parent
2022
2021
$ 159
$ 163
22,468
16,161
-
7,673
3,573
4,889
$ 26,200
$ 28,886
from related parties are close to general transactions.
December 31, 2022
December 31, 2021
$ 1,030
$ 1,529
30
11,526
-
2,142
$ 1,060
$ 15,197
December 31, 2022
December 31, 2021
$ 170
$ 240
35,351
105,547
33,396
13,570
$ 68,917
$ 119,357
December 31, 2022
December 31, 2021
$ -
$ 174
70,042
65,104
$ 70,042
$ 65,278
December 31, 2022
December 31, 2021
$ 146
$ 1,625
11,256
11,468
368
186
$ 11,770
$ 13,279
December 31, 2022
December 31, 2021
$ 21
$ 8
2021
$ 163
16,161
7,673
4,889
$ 28,886
$ 240
105,547
13,570
$ 119,357
December 31, 2021
$ 174
65,104
$ 65,278
December 31, 2021
$ 1,625
11,468
186
$ 13,279
December 31, 2021
$ 8

125

Subsidiaries
709
Substantial related
parties
759
$ 1,489
8. Other payables
December 31, 2022
Parent
$ 1,177
Subsidiaries
489
Other related parties
11
$ 1,677
9. Prepayments
December 31, 2022
Parent
$ 29
Other related parties
48
$ 77
10. Advance receipts
December 31, 2022
Parent
$ 1,045
11. Current lease liabilities
December 31, 2022
Parent
$ 1,190
12. Non-current lease liabilities
December 31, 2022
Parent
$ 499
13. Property transactions
(1) Acquisition of property, plant and equipment
2022
Parent
$ -
Subsidiaries
-
Other related
parties
-
$ -
5,252
490
$ 5,750
December 31, 2021
$ 1,023
816
11
$ 1,850
December 31, 2021
$ 1,050
48
$ 1,098
December 31, 2021
$ 160
December 31, 2021
$ 1,770
December 31, 2021
$ 2,833
2021
$ 148
520
4,069
$ 4,737

126

(2) Disposal of property, plant and equipment

(2) Disposal of property, plant and equipment nt nt nt
2022
Items
Proceeds
Gains
Parent
Transportation
equipment
$ -
$ -
2021
Items
Proceeds
Gains
Parent
Transportation
equipment
$ 1,095
$ 1,095
14. Leases
Rent income
2022
2021
Parent
$ 1,110
$ 960
Subsidiaries
-
320
$ 1,110
$ 1,280
15. Others
Other income
2022
2021
Parent
$ 461
$ 628
Subsidiaries
-
4,813
Associates
84
60
$ 545
$ 5,501
Operating cost –
warranty expense
2022
2021
Subsidiaries
$ 659
$ 622
Manufacturing
expenses
2022
2021
Parent
$ 770
$ 1,753
Subsidiaries
229
898
Associates
-
81
Other related parties
66
-
$ 1,065
$ 2,732
2022
Proceeds
Gains
$ -
$ -
2021
Gains
$ -
Gains
$ 1,095
2021
$ 960
320
$ 1,280
2021
$ 628
4,813
60
$ 5,501
2021
$ 622
2021
$ 1,753
898
81
-
$ 2,732

127

Marketing expense 2022 2021
Parent $ 2,392 $ 1,109
Subsidiaries 483 111
Associates 10 288
Other related parties 77 66
$ 2,962 $ 1,574
Management expense 2022 2021
Parent $ 44 $ -
Subsidiaries - 48
Substantial related - 39
i
Other related parties
- 106
$ 44 $ 193
Research and
development expense
2022 2021
Other related parties $ - $ 15
Interest income 2022 2021
Subsidiaries $ 1,004 $ 441
16. Loans to related parties (listed as other account receivable)
The actual movement of loans to related parties of the Company is as below:
2022 2021
Subsidiaries $ 70,000 $ 65,000
The Company's capital loan to the related party is calculated according to the
interest rate agreed between the Company and the related party, and no
impairment loss is recognized after evaluation.
17. Compensation of key management personnel
interest rate agreed between the Company and the related
impairment loss is recognized after evaluation.
. Compensation of key management personnel
party, and no
2022 2021
Short-term employee
benefits
$ 16,763
$ 15,076
Post-employment
benefits
456
515
$ 17,218 $ 15,591
The compensation to directors and other key management personnel were
determined by the Compensation of the Company in accordance with the
individual performance and the Company performance.

128

8. PLEDGED ASSETS

Detailed list of pledged assets of the Company is as below:

Assets
Property, plant and equipment – land
Property, plant and equipment – buildings
Other current assets – restricted bank
deposits
December 31, 2022
$ 377,341
738,391
187,946
$ 1,303,678
December 31,
2021
$ 377,341
773,007
-
$ 1,150,348

9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

Significant contingent liabilities and unrecognized commitments of the Company as of the end of the reporting period were as follows:

  • (1) The endorsement guarantee notes issued by the Company are NT$6,699 thousand.

  • (2) The endorsement guarantee notes received from customers are NT$84,656 thousand.

  • (3) The endorsement guarantee note received by the Company from the manufacturer for leasing solar photovoltaics is NT$21,180 thousand.

  • (4) The Company received endorsement guarantee notes of NT$80,000 thousand for loan from its subsidiary – Yih Chuan Machinery Industry Co., Ltd.

  • (5) The Company entrusted First Commercial Bank to open performance guarantee of NT$2,000 for the imported goods to be released first and then pay tax to the Customs.

  • (6) The Company entrusted First Commercial Bank to open performance guarantee of $233USD thousand mainly for commodity import.

10. LOSSES FROM MAJOR DISASTERS: None

11. MAJOR SUBSEQUENT EVENTS: None

12. OTHERS

Financial instruments

  • a. Fair value of financial instruments

  • Book value of financial instruments not measured by fair value (including cash equivalent, notes receivable, accounts receivable, other receivables, guarantee deposits paid, shortterm loans, short-term notes payable, notes payable, accounts payable, other payables, bonds payable, long-term loans and guarantee deposits received) is a reasonable approximation of fair value. Bonds payable (including put option due or execute within one year) and long-term loans’ interest rates are close to market rate, so the carrying amount should be a reasonable basis for estimating fair value. Please refer to Note 12 (6) for fair value of financial instrument measured by fair value.

  • b. Financial risk management objectives

  • The Company manages its exposure to foreign currency risk, interest rate risk, equity price risk, credit risk and liquidity risk with the objective to reduce the potentially adverse effects the market uncertainties may have on its financial performance. The plans for material treasury activities are reviewed by the Board of Directors in accordance with procedures required by relevant regulations or internal controls. During the implementation of such plans, the Company must comply with certain treasury procedures that provide guiding principles for overall financial risk management and segregation of duties.

  • c. Market risks

The Company is exposed to the financial market risks, primarily changes in foreign

129

currency exchange rates, interest rates and equity investment prices. A portion of these risks is hedged.

1. Foreign currency risk

Part of the Company's cash inflows and outflows are in foreign currency, so there is a natural hedging effect. The Company's exchange rate risk management is for the purpose of avoiding risks, not for the purpose of profit.

The management strategy for exchange rate risk is to examine the net positions of assets and liabilities in various currencies periodically and conduct risk management to the net positions.

At the reporting date, the book value of the Company’s monetary assets and liabilities denominated in foreign currencies were as follows:

In thousands of New Taiwan Dollar and foreign currencies

In thousands of New Taiwan
Dollar and foreign currencies
In thousands of New Taiwan
Dollar and foreign currencies
In thousands of New Taiwan
Dollar and foreign currencies
In thousands of New Taiwan
Dollar and foreign currencies
Financial assets
Monetary items
USD
EUR
RMB
Non-monetary
items
USD
Financial liabilities
Monetary items
USD
EUR
RMB
JPY
Non-monetary
items
USD
RMB
December 31, 2022
Foreign
currencies
56,209
3,012
8,631
-
148
-
90
2,869
1,551
-
Exchange
rate
(Note)
30.66
32.52
4.383
-
30.66
-
4.383
0.2304
30.66
-
NT Dollar
1,723,368
97,950
37,830
-
4,538
-
394
661
47,554
-
Sensitivity analysis
Rate of
change
5%
5%
5%
-
5%
-
5%
5%
-
-
Profit or
loss
impact
86,168
4,898
1,892
-
227
-
20
33
-
-
Equity
impact
-
-
-
-
-
-
-
-
-
-
Financial assets
Monetary items
USD
EUR
RMB
Non-monetary
In thousands of New Taiwan
Dollar and foreign currencies
December 31, 2021
In thousands of New Taiwan
Dollar and foreign currencies
December 31, 2021
In thousands of New Taiwan
Dollar and foreign currencies
December 31, 2021
In thousands of New Taiwan
Dollar and foreign currencies
December 31, 2021
Foreign
currencies
37,761
4,262
25,529
Exchange
rate
(Note)
27.63
31.12
4.319
NT Dollar
1,043,336
132,633
110,260
Sensitivity analysis
Rate of
change
5%
5%
5%
Profit or
loss
impact
52,167
6,632
5,513
Equity
impact
-
-
-

130

items
USD 306 27.63 8,455 - - -
Financial liabilities
Monetary items
USD 816 27.63 22,546 5% 1,127 -
EUR 1 31.12 31 5% 2 -
RMB 119 4.319 514 5% 26 -
JPY 7,866 0.2385 1,876 5% 94 -
Non-monetary
items
USD 1,954 27.63 53,989 - - -
RMB 290 4.319 1,253 - - -

Note. Using exchange rate of the balance sheets date.

  1. Interest rate risk

  2. Interest rate risk refers to the risk of changes in the fair value of financial instruments due to changes in market interest rates. The Company is exposed to interest rate risks primarily in relation to its bank loans.

Assuming that the floating rate loan at the end of the reporting period is held throughout the reporting period, when the interest rate increases by 1%, the Company's net profit will decrease by NT$21,696 thousand.

  3. Other price risk

     - The Company is exposed to equity price risk arising from financial assets at FVTPL and at FVTOCI.

     - Assuming a decrease of 10% in prices of the equity investments at the end of the reporting period for the years ended December 31, 2022 and 2021, the profit and loss would have decreased by NT$38,746 thousand and NT$18,925 thousand, respectively.
  • d. Credit risk management

  • Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial losses to the Company. The Company is exposed to credit risks from operating activities, primarily accounts receivable, and from investing activities like deposits with banks. Credit risk is managed separately for business related and financial related exposures.

    1. Business related credit risk

      • The Company has established the procedures to maintain the quality of accounts receivable and conduct management and credit risk analysis for each new customer in accordance with the internally specified credit policy. Internal risk control is to evaluate customer credit quality by considering its financial status, past experience and other factors.

      • The risk assessment of an individual customer is based on the consideration of the customer's financial status, credit rating agency rating, the Company's internal credit rating, historical transaction records and current economic conditions, and many other factors that may affect the customer's ability to pay. The Company will also use certain credit enhancement tools, such as credit insurance, at appropriate times to reduce the credit risk of specific customers.

As of December 31, 2022 and 2021, the Company’s ten largest customers accounted for 80% and 70% of accounts receivable, respectively. The Company considers the concentration of credit risk for the remaining accounts receivable not material.

  1. Financial credit risk

131

The credit risk of bank deposits is measured and monitored by the financial department of the Company. Since the Company's transaction partners and other parties to the contract are all credit-worthy banks, financial institutions with investment grade and above, and government agencies, there are no major concerns about the performance of the contract, and therefore major credit risk observed.

e. Liquidity risk management

The objective of liquidity risk management is to ensure the Company has sufficient cash and cash equivalents and sufficient lines of credit to fund its business operations and maintain adequate financial flexibility.

The table below summarizes the maturity profile of the Company’s financial liabilities based on expiry date and contractual undiscounted payments:

Non-derivative financial
liabilities
Short-term loans
Short-term notes payable
Notes payable (including
related parties)
Accounts payable
(including related parties)
Other payables (including
related parties)
Provision
Lease liabilities (including
related parties)
Long-term loans (including
long-term loans due within
one year or within one
business cycle)
Guarantee deposits
received
December31,2022 December31,2022 December31,2022
1 to 3 months
$ 1,530,000
289,641
326,284
72,981
90,783
11,055
2,845
-
628
$ 2,324,217
4 to 6
months
$ 235,000
-
78,991
282
-
-
2,851
-
-
$ 317,124
7 months to
1year
$ 115,000
-
-
234
-
-
5,724
-
-
$ 120,958
More than a
year
$ -
-
-
820
-
-
918
-
-
$ 1,738
Total
$ 1,880,000
289,641
405,275
74,317
90,783
11,055
12,338
-
628
$ 2,764,037
Non-derivative financial
liabilities
Short-term loans
Short-term notes payable
Notes payable (including
related parties)
Accounts payable
(including related parties)
Other payables (including
related parties)
Provision
December 31, 2021 December 31, 2021 December 31, 2021
1 to 3 months
$ 940,000
259,907
394,765
148,718
111,648
11,240
4 to 6
months
$ 235,000
-
119,772
281
-
-
7 months to
1 year
$ 115,000
-
775
83
-
-
More than a
year
$ -
-
-
176
-
-
Total
$ 1,290,000
259,907
515,312
149,258
111,648
11,240

132

Lease liabilities (including
related parties)
Long-term loans (including
long-term loans due within
one year or within one
business cycle)
Guarantee deposits
received
2,891
-
2,641
$ 1,871,810
2,898
-
-
$ 357,951
5,817
-
-
$ 121,675
12,764
2,206
-
$ 15,146
24,370
2,206
2,641
$ 2,366,582
  • (6) Fair value of financial instruments

  • Please refer to Note 12(1) for financial assets and liabilities not measured by fair value.

  • Fair value measurements are grouped into Levels 1 to 3 based on the degree to which the fair value is observable:

    • (1)Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities. An active market refers to markets that meets all the following conditions: the commodities traded in the market are homogeneous, and willing buyers and sellers can be found in the market at any time and price information is available to the public.

    • (2) Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

    • (3) Level 3 fair value measurements are not based on inputs for the asset or liability that are based on observable market data.

    • There is no transition between level 1 and 2 during the year ended December 31, 2022 and 2021.

    • There is no transition into or out of level 3 during the year ended December 31, 2022 and 2021.

  • The method and assumption that the Company applied to measure fair value are as below:

    • (1) Fair value of financial assets and liabilities with standard terms and conditions and are traded in active market is determined by referencing market quotations.

    • (2) Fair value of other financial liabilities is determined by the generally accepted evaluation model based on discounted cash flow analysis.

  • Fair value hierarchy

    • The following table presents the Company’s financial assets and liabilities measured at fair value:
at fair value:
Financial assets at FVTPL
Listed (counter) stocks
Financial assets at FVTOCI
Listed (counter) stocks
December 31, 2022
Level 1
$ 377,002
10,458
$ 387,460
Level 2
$ -
-
$ -
Level 3
$ -
-
$ -
Total
$ 377,002
10,458
$ 387,460

133

December 31, 2021

Financial assets at FVTPL
Listed (counter) stocks
Financial assets at FVTOCI
Listed (counter) stocks
Level 1
$ 172,417
16,829
$ 189,246
Level 2
$ -
-
$ -
Level 3
$ -
-
$ -
Total
$ 172,417
16,829
$ 189,246

13. ADDITIONAL DISCLOSURES

  • (1) Significant transactions:

  • Financings provided: See Table 1 attached;

  • Endorsement/guarantee provided: None;

  • Marketable securities held (excluding investments in subsidiaries, associates and joint ventures): See Table 2 attached;

  • Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital: None;

  • Acquisition of individual real estate properties at costs of at least NT$300 million or 20% of the paid-in capital: None;

  • Disposal of individual real estate properties at prices of at least NT$300 million or 20% of the paid-in capital: None;

  • Total purchases from or sales to related parties of at least NT$100 million or 20% of the paid-in capital: See Table 3 attached;

  • Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: None;

  • Information about the derivative financial instruments’ transaction: See Note 12.

  • (2) Information on reinvestment business: See Table 4 attached;

  • (3) Information on investment in mainland China:See Table 5 attached.

  • (4) Information of major shareholder (list of all shareholders with ownership of 5 percent or greater showing the names and the number of shares and percentage of ownership): See Table 6 attached.

14. OPERATING SEGMENTS INFORMATION

The Company has provided the operating segments disclosure in the consolidated financial statements.

134

Table 1:FINANCINGS PROVIDED

Table 1:FINANCINGS PROVIDED Table 1:FINANCINGS PROVIDED Table 1:FINANCINGS PROVIDED Table 1:FINANCINGS PROVIDED
December 31, 2022 Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise
No.
(Note
1)
Financing
Company
Counterparty Financial
Statement
Account
Related
Party

Maximum
Balance
for the
Period
(Note 3)

Ending
Balance
(Note
4)

Amount
Actually
Drawn


Interest
Rate

Nature
for
Financing

Transaction
Amounts

Reason
for
Financing

Allowance
for Bad
Debt
Collateral Financing
Limits
for Each
Borrowing
Company
(Note 2)

Financing
Company’s
Total
Financing
Amount
Limits
(Note 2)

Item
Value
0 AWEA
Mechantronic
Company
Limited
Yih Chuan
Machinery
Industry Co.,
Ltd.
Other
receivables
from
related
parties

Yes
230,000 80,000 70,000
1.8%
~
1.925%

The need
for short-
term
financing
7,911 Operating
capital

-
promissory
note

80,000
325,268 1,301,070
1 Shanghai
Zhuwei
Mechantronic
Co., Ltd.
Awea
Mechantronic
(Suzhou) Ltd.


Other
receivables
from
related
parties

Yes
87,680 87,680 87,660 3.8% The need
for short-
term
financing
- Operating
capital

-
- - 145,953 145,953
1 Shanghai
Zhuwei
Mechantronic
Co., Ltd.
Yih Chuan
Machinery
(Jiaxing)
Industry Co.,
Ltd.
Other
receivables
from
related
parties

Yes
7,451
7,451

7,451
3.65% The need
for short-
term
financing
- Operating
capital

-
- - 145,953 145,953

Note 1: information of the numbering column:

(1)Issuer is No. 0.

(2)Invested companies are listed in order from No.1.

Note 2: financing limit to individual counterparty is no more than 10% of net value of the current period, and the total amount of financing should be no more than 40% of net value of the current period.

Note 3: Maximum balance of financing for the period.

Note 4: The maximum balance for the period and ending balance represent the amounts approved by the Board of Directors.

135

Table 2: MARKETABLE SECURITIES HELD (excluding investments in subsidiaries, associates and joint ventures)

December 31, 2022 Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise of New Taiwan Dollars, Unless Specified Otherwise of New Taiwan Dollars, Unless Specified Otherwise of New Taiwan Dollars, Unless Specified Otherwise of New Taiwan Dollars, Unless Specified Otherwise
Held Company Name Marketable Securities Type
and Name
Relationship with the
Company
Financial Statement Account December 31, 2022 Note
Share units Carrying
Value
Percentage
of
Ownership
Fair Value
(Note 1)
AWEA Mechantronic
Company Limited
Stock -
AUTECH EUROPE
- Non-Current financial asset at
FVTPL
50 - (Note 2)
5.00%
-
AWEA Mechantronic
Company Limited
Stock - P-DUKE
TECHNOLOGY CO., LTD.
- Current financial asset at FVTPL 1,063,852 91,917
1.36%
91,917
AWEA Mechantronic
Company Limited
Stock - TURVO
INTERNATIONAL CO.,
LTD.
Other related parties Current financial asset at FVTPL 2,607,000 263,307
4.32%
263,307
AWEA Mechantronic
Company Limited
Stock - EAGLE COLD
STORAGE ENTERPRISE
CO., LTD.
- Current financial asset at FVTPL 675,000 14,850
0.57%
14,850
AWEA Mechantronic
Company Limited
Stock - TSMC - Current financial asset at FVTPL 10,000 4,485
-
4,485
AWEA Mechantronic
Company Limited
Stock - Zeng Hsing
Industrial Co., Ltd.
- Current financial asset at FVTPL 20,534 2,443 0.03% 2,443
AWEA Mechantronic
Company Limited
Stock - FITTECH CO., LTD Other related parties Non-Current financial asset at
FVTOCI
118,846 10,458
0.16%
10,458

Note 1: If the invested company has no public market price, it shall be listed according to the net equity value. Note 2: During the year of 1996, due to the value of the invested company has been impaired and there is little hope of recovery, the amount has been transferred fully to loss.

136

Table 3: TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES OF AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL

December 31, 2022 Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise

Company
Name
Related Party Nature of
Relationships
Transaction Details Transaction Details Abnormal Transaction
(Note 1)
Abnormal Transaction
(Note 1)
Notes/Accounts Payable or
Receivable
Notes/Accounts Payable or
Receivable
Note
Purchases/
Sales
Amount % to
Total
Payment
Terms
Unit Price Payment
Terms
Ending
balance
% to
Total
AWEA
Mechantronic
Company
Limited
Awea
Mechantronic
(Suzhou) Ltd.
Indirect subsidiary Sales $ 287,814 12.60% 3 months
after shipped
- - $35,351 4.71% -
AWEA
Mechantronic
Company
Limited
YAMA SEIKI
USA,INC.

Subsidiary
Sales $ 240,190 10.52% 3 months
after shipped
- - $33,396 4.45% -

Note 1: The products sold by the Company to related parties Awea Mechantronic (Suzhou) and YAMA SEIKI have different functions, so there are no other customers for comparison. The payment conditions, like for general customers, are determined in accordance with the contract.

137

Table 4: NAMES, LOCATIONS, AND RELATED INFORMATION OF INVESTEES (Excluding Information on Investment in Mainland China) December 31, 2022 Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise

Investor
Company
Investee Company
Location
Main business 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
(Losses) of
the
Investee

Share of
Profits/
Losses
of Investee
(Note 1)

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

Carrying
Value
AWEA
Mechantronic
Company
Limited
AWEA
Mechantronic
Company
Limited
AWEA
Mechantronic
Company
Limited
AWEA
Mechantronic
Company
Limited
B-Way
(Cayman) Co., Ltd.
Yih Chuan
Machinery
Industry Co., Ltd.
AXTRON INT’L
INVESTMENT
CO.,TLD
B-Way (Cayman)
Co., Ltd.
YAMA SEIKI
USA,INC.
Yih Chuan
Machinery
Industry Co., Ltd.
Huahan Leasing Co.,
Ltd.

Billion-Way
(Cayman) Co.,
Ltd.

AXTRON INT’L
INVESTMENT
CO., LTD
AXTRON INT’L
INVESTMENT
LIMITED
Cayman
Islands
USA
Taiwan

Taiwan
Cayman
Islands
Marshall
Islands, USA
Hong Kong
International
investment and
International trade
Machinery sales and
installation,
International trade
Machinery sales and
retail、product design
Rental of machinery
and equipment
International
investment and
International trade
international
investment and
International trade
International
investment and
International trade
$ 332,212
53,968

264,592
7,333
USD 12,830
(NTD 393,368)
200,000
HKD 10
(NTD 39)
$ 332,212
53,968
264,592
7,333

USD 12,830
(NTD 393,368)
200,000
HKD 10
(NTD 39)
10,665,029
584,192
5,914,800
666,667
12,829,840
50,000
10,000
100.00%
28.58%
60.00%
13.33%
100.00%
100.00%
100.00%

$ 718,246

101,849

173,920

8,001

733,801

230,394

230,394

$ 95,283

22,916

(12,140)

4,097

85,859

(7,257)

(7,257)

$ 95,278

7,236

(7,284)

546

85,859

(7,257)

(7,257)
(Note 1)

-
(Note 1)

-
(Note 1)
(Note 1)
(Note 1)

Note 1: already written-off.

138

Table 5: INFORMATION ON INVESTMENT IN MAINLAND CHINA December 31, 2022

  1. Chinese Invested Company Name, Primary Business Activities, Paid-in Capital, Investment Method, Inflow and Outflow of Funds,

Ownership Percentage, Investment Book Value, and Repatriation of Investment Gain/Loss:

Investee Company Main Businesses Total Amount of
Paid-in Capital

Method of
Investment
(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
(Losses) of
the
Investee
Company

Percentage
of
Ownership


Share of
Profits/
Losses
(Note 2)


Carrying
Amount
as of
Balance as of
December 31,
2022
Accumulated
Inward
Remittance of
Earnings as of
December 31,
2022
Outflow Inflow
Shanghai Zhuwei
Mechantronic Co.,
Ltd.

Machinery sales
and installation,
business
management
consultation, and
International trade
USD 2,500
(NTD 76,650)
(Note 3)



2
USD 2,494
(NTD76,466)
(Note 3)



-

-

USD 2,494
(NTD 76,466)
(Note 3)



$ 3,148

100%
$ 3,667
$143,541

USD 15,438
(NTD
458,016)
(Note 3)
Awea
Mechantronic
(Suzhou) Ltd.
Machinery sales
and installation,
and
International trade
USD 11,400
(NTD 349,524)
(Note 3)



2
USD 10,400
(NTD318,864)
(Note 3)


-

-

USD 10,400
(NTD 318,864)
(Note 3)



81,807

100%

81,807

583,296

USD 2,306
CNY 49,580
(NTD
285,977)
Yih Chuan
Machinery
(Jiaxing) Industry
Co., Ltd.
Machinery sales,
manufacturing and
installation, and
International trade
USD 2,510
(NTD 76,957)
(Note 3)



2
USD 2,510
(NTD76,957)
(Note 3)



-

-

USD 2,510
(NTD 76,957)
(Note 3)



(7,257)

100%
(7,257)
230,394

-

139

2. Upper Limit for reinvestment in Mainland China:

Investee Company Accumulated Outflow of Investment
from Taiwan as of December 31, 2022
Investment Amounts Authorized by
Investment Commission, MOEA
Upper Limit on Investment
The Company $ 395,330 (Note 3)
(USD 12,894)
$ 426,174 (Note 3)
(USD 13,900)
$ 1,951,606 (Note 5)
Yih Chuan Machinery
Industry Co., Ltd.
$ 76,957 (Note 3)
(USD 2,510)
$ 76,957 (Note 3)
(USD 2,510)
$ 173,278(Note 5)
  • Note 1: The investment methods are divided into the following three types, just indicate the type:

  • (1) Directly go to Mainland China to invest

  • (2) Reinvest in mainland China through companies in third regions

  • (3) Other methods

  • Note 2: investment profit or loss is recognized based on financial reports audited of the same period.

Note 3: Amount in New Taiwan Dollar is exchanged according to the exchange rate on balance sheet date.

  • Note 4: Dawea Mechantronic (Suzhou) Ltd. merged with Awea Mechantronic (Suzhou) Ltd. in September 2020, and Awea Mechantronic (Suzhou) Ltd. is the existing company after the merger. This merger case has been approved and put on record by the Investment Commission, MOEA in July 2021 through letter No. 11000165350.

  • Note 5: The upper limit on investment in mainland China is determined by sixty percent (60%) of the Company’s consolidated net worth.

  • Significant transaction items with direct or indirect investees in Mainland China: see Table 4.

140

Table 6: INFORMATION ON MAJOR SHAREHOLDERS December 31, 2022

December 31, 2022
Major Shareholders Total Shares Owned Ownership Percentage
GOODWAY MACHINE CORP. 47,912,311 49.60 %
YANG, TE-HUA 9,031,403 9.34 %
JIAJIN INVESTMENT CO., LTD. 6,256,388 6.47 %
FUBON LIFE INSURANCE CO., LTD. 5,406,500 5.59 %

141

  1. Latest Consolidated Financial Statements of the Parent Company and Subsidiaries Audited and Certified by CPAs

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建智聯合會計師事務所 EnWise CPAs & Co. 台中市 404 太原北路 130 號 9 樓之 1 TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918

INDEPENDENT AUDITORS’ REPORT

The board of Directors and Shareholders

AWEA Mechantronic Company Limited

Opinion

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

In our opinion, according to our auditing result and other auditors’ report, the accompanying consolidated financial statements prepared, in all material aspects, in accordance with the Regulations Governing the Preparation of Financial Reports by Security Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and ISC Interpretations (ISC) endorsed and issued into effect by the Financial Supervisory Commission of Republic of China, and can fairly present the consolidated financial position of the Company as of December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the ears then ended.

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 generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section in our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of 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 Matters

Key audit matters are those matters that, according to our professional judgement, were of most significance in the audit of the Company’s consolidated financial statements for the year ended December 31, 2022. These matters were addressed in the context of our audit of the consolidated financial statements, and in forming our opinion thereon, and we do not

142

建智聯合會計師事務所 EnWise CPAs & Co. 台中市 404 太原北路 130 號 9 樓之 1 TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918

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provide a separate opinion on these matters.

Key audit matters for the Company’s consolidated financial statements for the year ended December 31, 2022 are stated as follows:

Revenue Recognition

The Company’s main source of revenue is the sales of machining center machine, and the revenue recognized in 2022 is NT$2,965,844 (in Thousands), accounting for about 96% of total operating income. And since the sales locations include Taiwan, Mainland China, Italy, United States and other markets, the sales conditions are not the same. Therefore, it is necessary to determine the timing of the transfer of the ownership risk and rewords of the sold goods according to customers’ order or contract documents. Since the timing and amount of revenue recognition have significance of impact to financial statements, we listed revenue recognition as one of the key audit matters.

For accounting policies related to revenue recognition, please refer to Note 4 to the consolidated financial statements.

We evaluated the rationality of sales revenue recognition, executed the cut-off tests and internal control tests to understand the Company’s sales revenue recognition processes and the design and implementation of related control systems. In addition, we performed related tests of controls to the sales and collection cycle, sampled sales contracts to confirm the accuracy of accounting system data, checked and adjusted the general ledger system data and sales system, and evaluated whether the timing of revenue recognition is handled in accordance with related statements.

Valuation of Inventory

The company is mainly engaged in the design, manufacture, and sale of special purpose machine, automation equipment, and computer-controlled machine tools. As of December 31, 2022, the total inventory and allowance of loss for market price decline and obsolete and slow-moving inventories are NT$2,028,951 and NT$421,944 (in thousands), respectively. Inventories of the Company are measured by cost and net realizable value, and recorded allowance of loss for market price decline and obsolete and slow-moving inventories for inventories exceeding certain shelf life or individuals identified as obsolete. Due to fierce competition of parts market and the different speed of different parts obsolescence, the risks of loss for market price decline and obsolete is higher. The obsolete inventory items and the net realizable value method applied for their evaluation often involve subjective judgements, hence are highly uncertain. Considering the inventory and the allowance of loss for market price decline and obsolete and slow-moving inventories are in significance of impact to financial statements, we listed the allowance of loss for market price decline and obsolete and slow-moving inventories as one of the key audit matters. For inventory related policies, and key sources of evaluation and assumption

143

建智聯合會計師事務所 EnWise CPAs & Co. 台中市 404 太原北路 130 號 9 樓之 1 TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918

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of the inventory, please refer to Noe 4 and 5 to the consolidated financial statements, respectively.

We understand, evaluate, and test the design and implementation of inventory related internal controls. Obtain the evaluation data for inventory by the lower of cost and net realizable value prepared by managements, sampled the estimated pricing data to the latest sales record to assess the basis and reasonability of the management’s estimation of net realizable value. We also acquire inventory aging report to assess the appropriateness the policy to record the allowance of loss for market price decline and obsolete and slow-moving inventories.

Other Items

In the above mentioned consolidated financial statements, companies invested using equity method, YAMA SEIKI USA, INC and Huahan Leasing Co., Ltd., are not audited by us but entrusted other auditors to audit by the company. As of December 31, 2022 and 2021, the balance of investment using equity method are NT$109,850 and NT$96,604 (in thousands), respectively, both accounting for 2% of total assets. For the years ended December 31, 2022 and 2021, the proportion for these subsidiaries invested using equity method and the profit or loss of associates and joint ventures are NT$7,782 and NT$4,712 (in thousands), respectively, both accounting for 2% of the profit before tax.

We have also audited the individual financial statements of AWEA Mechantronic Co., Ltd. as of and for the years ended December 31, 2022 and 2021 on which we have issued an unqualified opinion with Other Items section for reference.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated 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.

144

建智聯合會計師事務所 EnWise CPAs & Co. 台中市 404 太原北路 130 號 9 樓之 1 TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatements, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is high-level of assurance but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement that 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 based on these consolidated financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the consolidated 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 fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit 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.

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

  4. 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 auditors’ report to the related disclosures in the consolidated 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 auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern. 5. Evaluate the overall presentation, structure, and content of the

145

建智聯合會計師事務所 EnWise CPAs & Co. 台中市 404 太原北路 130 號 9 樓之 1 TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918

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consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  1. Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group 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 consolidated financial statements for the year ended December 31, 2022 and are therefore the key audit matters. We describe these matters in our auditors’ 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.

The engagement partners on the audits resulting in this independent auditors’ report are Jui-Kuei Chen and Chang Yun Yi.

EnWise CPAs & Co. Taichung, Taiwan Republic of China

March 13, 2023

146

AWEA Mechantronic Company Limited

CONSOLIDATED BALANCE SHEETS

December 31, 2022 and 2021

Code
1100
1110
1150
1160
1170
1180
1200
1210
1220
130x
1410
1470
11xx
1517
1550
1600
1755
1780
1840
1915
1920
1931
1937
1990
15xx
1xxx
Items
CURRENT ASSETS
Cash and cash equivalents
Current financial assets at fair value through profit
or loss
Notes receivable, net
Notes receivable due from related parties, net
Accounts receivable, net
Accounts receivable due from related parties, net
Other receivables
Other receivables due from related parties
Current tax assets
Inventories
Prepayments
Other current assets
Total current assets
NONCURRENT ASSETS
Non-current Financial assets at fair value through
other comprehensive income
Investments accounted for using equity method
Property, plant and equipment
Right-of-use assets
Intangible assets
Deferred income tax assets
Prepayments for business facilities
Guarantee deposits paid
Long-term notes receivable, net
Overdue receivables
Other non-current assets
Total non-current assets
Total assets
Notes
4 and 6
4 and 6
4 and 6
4 and 7
4 and 6
4 and 7
7
4
4 and 6
7
8
4 and 6
4 and 6
4, 6, 7 and 8
4, 6 and 8
4 and 6
4 and 6
4
4 and 6
31-Dec-22 In Thousands of New Taiwan Dollars
%
Amount
%
17
937,652
$ 15
5
172,417
3
6
247,478
4
-
3,765
-
7
526,533
9
-
13,810
-
-
9,628
-
-
174
-
-
732
-
24
1,549,646
25
1
75,973
1
8
321,502
5
68
3,859,310
62
-
16,829
-
2
96,604
3
26
1,872,994
30
2
146,084
2
-
12,043
-
1
148,210
2
-
3,964
-
-
12,931
-
1
29,673
1
-
-
-
-
8,638
-
32
2,347,970
38
100
6,207,280
$ 100
31-Dec-21
In Thousands of New Taiwan Dollars
%
Amount
%
17
937,652
$ 15
5
172,417
3
6
247,478
4
-
3,765
-
7
526,533
9
-
13,810
-
-
9,628
-
-
174
-
-
732
-
24
1,549,646
25
1
75,973
1
8
321,502
5
68
3,859,310
62
-
16,829
-
2
96,604
3
26
1,872,994
30
2
146,084
2
-
12,043
-
1
148,210
2
-
3,964
-
-
12,931
-
1
29,673
1
-
-
-
-
8,638
-
32
2,347,970
38
100
6,207,280
$ 100
31-Dec-21
In Thousands of New Taiwan Dollars
%
Amount
%
17
937,652
$ 15
5
172,417
3
6
247,478
4
-
3,765
-
7
526,533
9
-
13,810
-
-
9,628
-
-
174
-
-
732
-
24
1,549,646
25
1
75,973
1
8
321,502
5
68
3,859,310
62
-
16,829
-
2
96,604
3
26
1,872,994
30
2
146,084
2
-
12,043
-
1
148,210
2
-
3,964
-
-
12,931
-
1
29,673
1
-
-
-
-
8,638
-
32
2,347,970
38
100
6,207,280
$ 100
31-Dec-21
Amount
1,132,171
$ 377,002
381,640
4,274
457,612
33,566
10,766
-
143
1,607,007
57,859
542,186
4,604,226
10,458
109,850
1,797,473
132,035
10,368
101,283
300
7,146
12,115
-
6,544
2,187,572
6,791,798
$
Amount
937,652
$ 172,417
247,478
3,765
526,533
13,810
9,628
174
732
1,549,646
75,973
321,502
3,859,310
16,829
96,604
1,872,994
146,084
12,043
148,210
3,964
12,931
29,673
-
8,638
2,347,970
6,207,280
$
%
15
3
4
-
9
-
-
-
-
25
1
5
62
-
3
30
2
-
2
-
-
1
-
-
38
100

Please refer to the accompanying notes to the consolidated financial reports.

147

AWEA Mechantronic Company Limited

CONSOLIDATED BALANCE SHEETS

December 31, 2022 and 2021

Code
2100
2110
2130
2150
2160
2170
2180
2200
2220
2230
2250
2280
2310
2399
21xx
2540
2570
2580

2630
2640
2645
25xx
2xxx
3100
3110
3200
3211
3213
3240
3280
3300
3310
3320
3350
3400
3410
3420
31xx
36xx
3xxx
Items
CURRENT LIABILITIES
Short-term loans
Short-term notes and bills payable
Current contract liabilities
Notes payable
Notes payable to related parties
Accounts payable
Accounts payable to related parties
Other accounts payable
Other payables to related parties
Current tax liabilities
Current provisions
Current lease obligations payable
Advance receipts
Other current liabilities
Total current liabilities
NON-CURRENT LIABILITIES
Long-term borrowings
Deferred tax liabilities
Non-current lease liabilities
Long-term deferred revenue
Non-current net defined benefit liability
Guarantee deposits
Total non-current liabilities
Total Liabilities
EQUITY ATTRIBUTABLE TO SHAREHOLDERS
OF THE PARENT
Share capital
Ordinary share
Capital surplus
Capital surplus, additional paid-in capital arising
from ordinary share
Capital surplus, additional paid-in capital arising
from bond conversion
Capital surplus, gain on sale of fixed assets
Other additional paid-in capital
Retained earinings
Legal reserve
Special reserve
Unappropriated earnings
Other equity interest
Exchange differences on translation of foreign
financial statements
Unrealised gains (losses) from financial assets
measured at fair value through other
comprehensive income
Total equity attributable to shareholders of parent
Non-controlling interests
Total equity
Total liability and equity
Notes
6 and 8
6
4 and 6
7
7
6
7
4
4 and 6
4, 6, and 7
7
6 and 8
4 and 6
4, 6, and 7
4 and 6
6
6
6
6
6
31-Dec-22 In Thousands of New Taiwan Dollars
%
Amount
%
29
1,335,781
$ 22
4
259,907
4
3
220,951
4
6
518,234
8
-
17,034
-
3
278,516
5
-
591
-
2
139,559
2
-
1,476
-
1
27,390
1
-
12,934
-
-
11,606
-
-
12
-
-
1,242
-
48
2,825,233
46
-
62,672
1
2
121,459
2
-
12,764
-
-
11,698
-
-
12,794
-
-
4,173
-
2
225,560
3
50
3,050,793
49
14
965,942
16
-
6,124
-
1
86,447
1
-
4
-
-
31,920
1
8
513,898
8
1
98,077
2
24
1,366,883
22
-
(36,109)
(1)
-
4,040
-
48
3,037,226
49
2
119,261
2
50
3,156,487
51
100
6,207,280
$ 100
31-Dec-21
In Thousands of New Taiwan Dollars
%
Amount
%
29
1,335,781
$ 22
4
259,907
4
3
220,951
4
6
518,234
8
-
17,034
-
3
278,516
5
-
591
-
2
139,559
2
-
1,476
-
1
27,390
1
-
12,934
-
-
11,606
-
-
12
-
-
1,242
-
48
2,825,233
46
-
62,672
1
2
121,459
2
-
12,764
-
-
11,698
-
-
12,794
-
-
4,173
-
2
225,560
3
50
3,050,793
49
14
965,942
16
-
6,124
-
1
86,447
1
-
4
-
-
31,920
1
8
513,898
8
1
98,077
2
24
1,366,883
22
-
(36,109)
(1)
-
4,040
-
48
3,037,226
49
2
119,261
2
50
3,156,487
51
100
6,207,280
$ 100
31-Dec-21
In Thousands of New Taiwan Dollars
%
Amount
%
29
1,335,781
$ 22
4
259,907
4
3
220,951
4
6
518,234
8
-
17,034
-
3
278,516
5
-
591
-
2
139,559
2
-
1,476
-
1
27,390
1
-
12,934
-
-
11,606
-
-
12
-
-
1,242
-
48
2,825,233
46
-
62,672
1
2
121,459
2
-
12,764
-
-
11,698
-
-
12,794
-
-
4,173
-
2
225,560
3
50
3,050,793
49
14
965,942
16
-
6,124
-
1
86,447
1
-
4
-
-
31,920
1
8
513,898
8
1
98,077
2
24
1,366,883
22
-
(36,109)
(1)
-
4,040
-
48
3,037,226
49
2
119,261
2
50
3,156,487
51
100
6,207,280
$ 100
31-Dec-21
Amount
1,954,949
$ 289,641
225,013
393,849
514
201,312
799
128,889
2,007
64,623
12,445
11,420
934
2,099
3,288,494
-
112,224
918
10,793
8,991
2,183
135,109
3,423,603
965,942
6,124
57,468
4
31,920
527,176
98,077
1,595,597
(18,699)
(10,933)
3,252,676
115,519
3,368,195
6,791,798
$
Amount
1,335,781
$ 259,907
220,951
518,234
17,034
278,516
591
139,559
1,476
27,390
12,934
11,606
12
1,242
2,825,233
62,672
121,459
12,764
11,698
12,794
4,173
225,560
3,050,793
965,942
6,124
86,447
4
31,920
513,898
98,077
1,366,883
(36,109)
4,040
3,037,226
119,261
3,156,487
6,207,280
$
%
22
4
4
8
-
5
-
2
-
1
-
-
-
-
46
1
2
-
-
-
-
3
49
16
-
1
-
1
8
2
22
(1)
-
49
2
51
100

Please refer to the accompanying notes to the consolidated financial reports.

148

AWEA Mechantronic Company Limited

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

The years ended December 31, 2022 and 2021

Code
4000
5000
5900
5920
5950
6100
6200
6300
6450
6000
6900
7100
7010
7020
7050
7060
7000
7900
7950
8200
8310
8311
8316
8349
8360
8361
8399
8300
8500
8600
8610
8620
8700
8710
8720
9750
9850
Items
NET REVENUE
COST OF REVENUE
GROSS PROFIT
(Un)Realized profit on sales
Gross profit, net
OPERATING EXPENSES
Marketing
Management
Research and development
Expected credit loss (gain)
Total operating expenses
INCOME FROM OPERATIONS
NON-OPERATING INCOME AND EXPENSES
Interest income
Other income
Other gains and losses
Finance cost
Share of Profit or Loss of Associates & Joint Ventures
Accounted for Using Equity Method
Total non-operating income and expenses
INCOME BEFORE INCOME TAX
INCOME TAX EXPENSE
NET INCOME
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to profit or
loss:
Remeasurement of defined benefit obligation
Unrealized gain on investments in equity instruments at
fair value through other comprehensive income
Income tax benefit (expense) related to items that will not
be reclassified subsequently
Items that may be reclassified subsequently to profit or loss:
Exchange differences arising on translation of foreign
operations
Income tax benefit (expense) related to items that may be
reclassified subsequently
Other comprehensive income (loss), net of income tax
TOTAL COMPREHENSIVE INCOME
NET INCOME (LOSS) ATTRIBUTABLE TO:
Shareholders of the parent
Non-controlling interests
TOTAL COMPREHENSIVE INCOME (LOSS)
ATTRIBUTABLE TO:
Shareholders of the parent
Non-controlling interests
EARNINGS PER SHARE
Basic earnings per share
Diluted earnings per share
Notes
6 and 7
6 and 7
6
4 and 6
6
4 and 6
In Thousands of New Taiwan Dollars, Except Earnings
Amount
%
Amount
3,100,517
$ 100
3,630,956
$ (2,432,617)
(78)
(2,951,020)
667,900
22
679,936
(4,900)
-
1,924
663,000
22
681,860
(188,205)
(6)
(217,903)
(128,520)
(4)
(125,687)
(61,671)
(2)
(60,627)
13,621
-
(11,444)
(364,775)
(12)
(415,661)
298,225
10
266,199
15,972
1
4,226
46,011
2
35,444
117,800
4
(58,340)
(26,002)
(1)
(14,441)
7,782
-
4,712
161,563
5
(28,399)
459,788
15
237,800
(110,501)
(4)
(115,767)
349,287
11
122,033
3,296
-
(1,035)
(13,848)
-
5,303
(659)
-
207
23,155
-
24,490
(4,631)
-
(4,898)
7,313
-
24,067
356,600
$ 11
146,100
$ 354,143
$ 11
130,860
$ (4,856)
-
(8,827)
349,287
$ 11
122,033
$ 360,342
$ 11
155,464
$ (3,742)
-
(9,364)
356,600
$ 11
146,100
$ 3.67
$ 1.35
$ 3.65
$ 1.35
$ 2022
2021
In Thousands of New Taiwan Dollars, Except Earnings
Amount
%
Amount
3,100,517
$ 100
3,630,956
$ (2,432,617)
(78)
(2,951,020)
667,900
22
679,936
(4,900)
-
1,924
663,000
22
681,860
(188,205)
(6)
(217,903)
(128,520)
(4)
(125,687)
(61,671)
(2)
(60,627)
13,621
-
(11,444)
(364,775)
(12)
(415,661)
298,225
10
266,199
15,972
1
4,226
46,011
2
35,444
117,800
4
(58,340)
(26,002)
(1)
(14,441)
7,782
-
4,712
161,563
5
(28,399)
459,788
15
237,800
(110,501)
(4)
(115,767)
349,287
11
122,033
3,296
-
(1,035)
(13,848)
-
5,303
(659)
-
207
23,155
-
24,490
(4,631)
-
(4,898)
7,313
-
24,067
356,600
$ 11
146,100
$ 354,143
$ 11
130,860
$ (4,856)
-
(8,827)
349,287
$ 11
122,033
$ 360,342
$ 11
155,464
$ (3,742)
-
(9,364)
356,600
$ 11
146,100
$ 3.67
$ 1.35
$ 3.65
$ 1.35
$ 2022
2021
Per Share
Amount
3,100,517
$ (2,432,617)
667,900
(4,900)
663,000
(188,205)
(128,520)
(61,671)
13,621
(364,775)
298,225
15,972
46,011
117,800
(26,002)
7,782
161,563
459,788
(110,501)
349,287
3,296
(13,848)
(659)
23,155
(4,631)
7,313
356,600
$ 354,143
$ (4,856)
349,287
$ 360,342
$ (3,742)
356,600
$ 3.67
$ 3.65
$
Amount
3,630,956
$ (2,951,020)
679,936
1,924
681,860
(217,903)
(125,687)
(60,627)
(11,444)
(415,661)
266,199
4,226
35,444
(58,340)
(14,441)
4,712
(28,399)
237,800
(115,767)
122,033
(1,035)
5,303
207
24,490
(4,898)
24,067
146,100
$ 130,860
$ (8,827)
122,033
$ 155,464
$ (9,364)
146,100
$ 1.35
$ 1.35
$
%
100
(81)
19
-
19
(6)
(4)
(2)
-
(12)
7
-
1
(2)
-
-
(1)
6
(3)
3
-
-
-
1
-
1
4
3
-
3
4
-
4

Please refer to notes to the individual financial reports.

149

AWEA Mechantronic Company Limited

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

The years ended December 31, 2022 and 2021

Items
BALANCE, JANUARY 1, 2021
Appropriations of earnings:
Legal capital reserve
Cash dividends to shareholders from common stock
Cash dividends to shareholders from capital surplus
Net income
Other comprehensive income (loss)
Total comprehensive income (loss)
Disposal of investments in equity instruments at fair
value through other comprehensive income
BALANCE, DECEMBER 31, 2021
Appropriations of earnings:
Legal capital reserve
Cash dividends to shareholders from common stock
Cash dividends to shareholders from capital surplus
Net income
Other comprehensive income (loss)
Total comprehensive income (loss)
Disposal of investments in equity instruments at fair
value through other comprehensive income
BALANCE, DECEMBER 31, 2022
EquityAttributable to EquityAttributable to Shareholders of the Parent Shareholders of the Parent Total Equity
Attributable to
Shareholders of the
Parent
3,123,247
$ -
(193,188)
(48,297)
130,860
24,604
155,464
-
3,037,226
-
(115,913)
(28,979)
354,143
6,199
360,342
-
3,252,676
$
In Thousands of N
Non-Controlling
Interests
128,625
$ -
-
-
(8,827)
(537)
(9,364)
-
119,261
-
-
-
(4,856)
1,114
(3,742)
-
115,519
$
ew Taiwan Dollars
Total Equity
Capital Stock
Common Stock
965,942
$ -
-
-
-
-
-
-
965,942
-
-
-
-
-
-
-
965,942
$
Capital Surplus
172,792
$ -
-
(48,297)
-
-
-
-
124,495
-
-
(28,979)
-
-
-
-
95,516
$
Retained Earnings Unappropriated
Earnings
1,465,540
$ (38,245)
(193,188)
-
130,860
(828)
130,032
2,744
1,366,883
(13,278)
(115,913)
-
354,143
2,637
356,780
1,125
1,595,597
$
Exchange
Differences on
Translation of
Foreign Financial
Statements
Unrealized Gain (Loss) on
Financial Assets at Fair
Value Through Other
Comprehensive Income
(56,238)
$ 1,481
$ -
-
-
-
-
-
-
-
20,129
5,303
20,129
5,303
-
(2,744)
(36,109)
4,040
-
-
-
-
-
-
-
-
17,410
(13,848)
17,410
(13,848)
-
(1,125)
(18,699)
$ (10,933)
$ Others
Legal Capital
Reserve
475,653
$ 38,245
-
-
-
-
-
-
513,898
13,278
-
-
-
-
-
-
527,176
$
Special Capital
Reserve
98,077
$ -
-
-
-
-
-
-
98,077
-
-
-
-
-
-
-
98,077
$
Exchange
Differences on
Translation of
Foreign Financial
Statements
(56,238)
$ -
-
-
-
20,129
20,129
-
(36,109)
-
-
-
-
17,410
17,410
-
(18,699)
$
3,251,872
$ -
(193,188)
(48,297)
122,033
24,067
146,100
-
3,156,487
-
(115,913)
(28,979)
349,287
7,313
356,600
-
3,368,195
$

Please refer to the accompanying notes to the consolidated financial statements.

150

AWEA Mechantronic Company Limited

CONSOLIDATED STATEMENTS OF CASHFLOWS

The years ended December 31, 2022 and 2021

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustment for:
Depreciation expense
Amortization expense
Expected credit losses recognized (reversal) on investments in debt
instruments
Interest expense
Interest income
Dividend revenue
Share of profit (loss) of associates and joint ventures accounted for
using equity method,
Gain on disposal or retirement of property, plant and equipment
Loss on disposal or retirement of intangible assets
Unrealized (realized) gain from sale
Other income
Profit from lease modification
Gains on disposals of investments
Loss (gain) on valuation of financial asset
Changes in operating assets and liabilities:
Notes receivable
Notes receivable from related parties
Account receivables
Account receivables from related parties
Other receivables
Other receivables from related parties
Inventories
Prepayments
Other current assets
Overdue receivables
Long-term notes receivable
Contractual liabilities
Notes payable
Notes payable from related parties
Accounts payable
Accounts payable from related parties
Other payables
Other payables from related parties
Provisions
Advance receipts
Other current liabilities
Net defined benefit liability
Cash generated from operations
Interest received
Income tax paid
Net cash generated by operating activities
(Continued)
2022
2021
459,788
$ 237,800
$ 115,080
117,382
2,965
2,406
(13,621)
11,444
26,002
14,441
(15,972)
(4,226)
(18,114)
(1,724)
(7,782)
(4,712)
(211)
(1,499)
-
48
4,900
(1,924)
(1,081)
(1,063)
(283)
(88)
(2,095)
-
11,149
(7,073)
(134,978)
109,807
(509)
(2,783)
88,299
7,459
(19,617)
32,232
2,777
(3,763)
174
(119)
(57,361)
(203,306)
18,114
17,707
(255)
9,169
(6,784)
2,494
19,191
5,969
4,062
(641)
(124,385)
218,303
(16,520)
16,124
(77,204)
19,441
208
(4,289)
(9,489)
(35,024)
531
(96)
(513)
(11,896)
922
(719)
857
(155)
(507)
(578)
247,738
536,548
12,058
4,226
(37,909)
(62,093)
221,887
478,681
In Thousands of New Taiwan Dollars
2022
2021
459,788
$ 237,800
$ 115,080
117,382
2,965
2,406
(13,621)
11,444
26,002
14,441
(15,972)
(4,226)
(18,114)
(1,724)
(7,782)
(4,712)
(211)
(1,499)
-
48
4,900
(1,924)
(1,081)
(1,063)
(283)
(88)
(2,095)
-
11,149
(7,073)
(134,978)
109,807
(509)
(2,783)
88,299
7,459
(19,617)
32,232
2,777
(3,763)
174
(119)
(57,361)
(203,306)
18,114
17,707
(255)
9,169
(6,784)
2,494
19,191
5,969
4,062
(641)
(124,385)
218,303
(16,520)
16,124
(77,204)
19,441
208
(4,289)
(9,489)
(35,024)
531
(96)
(513)
(11,896)
922
(719)
857
(155)
(507)
(578)
247,738
536,548
12,058
4,226
(37,909)
(62,093)
221,887
478,681
In Thousands of New Taiwan Dollars
237,800
$ 117,382
2,406
11,444
14,441
(4,226)
(1,724)
(4,712)
(1,499)
48
(1,924)
(1,063)
(88)
-
(7,073)
109,807
(2,783)
7,459
32,232
(3,763)
(119)
(203,306)
17,707
9,169
2,494
5,969
(641)
218,303
16,124
19,441
(4,289)
(35,024)
(96)
(11,896)
(719)
(155)
(578)
536,548
4,226
(62,093)
478,681

151

AWEA Mechantronic Company Limited

CONSOLIDATED STATEMENTS OF CASHFLOWS

The years ended December 31, 2022 and 2021

In Thousands of New Taiwan Dollars

(Continued)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of financial assets at fair value through profit or loss
Proceeds from disposal of financial assets at fair value through
profit or loss
Acquisitions of financial assets at fair value through other
comprehensive income
Proceeds from disposal of financial assets at fair value through
other comprehensive income
Acquisitions of investments accounted for using equity method
Acquisitions of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisitions of intangible assets
Decrease in prepayments for business facilities
Decrease (increase) in guarantee deposits paid
Decrease (increase) in other non-current assets
Dividends received
Increase in other financial assets
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term loans
Increase (decrease) in short-term notes payable
Increase (decrease) in long-term borrowings
Repayment of the principal portion of lease liabilities
Increase (decrease) in guarantee deposits received
Cash dividends paid
Interest paid
Net cash generated (used) in financing activities
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH
EQUIVALENTS
NET INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
CASH AND CASH EQUIVALENTS, END OF YEAR
2022
(236,175)
22,536
(11,268)
3,791
-
(22,340)
3,740
(1,246)
3,664
5,785
2,094
18,114
(220,429)
(431,734)
619,168
29,734
(62,672)
(11,410)
(1,990)
(25,793)
(144,890)
402,147
2,219
194,519
937,652
1,132,171
$
2021
(159,812)
-
(11,549)
8,540
(7,333)
(58,104)
3,519
(4,639)
3,228
(1,686)
(3,097)
1,724
(42,719)
(271,928)
227,313
(229,893)
61,405
(14,914)
1,688
(13,894)
(241,485)
(209,780)
32,871
29,844
907,808
937,652
$

Please refer to the accompanying notes to the consolidated financial statements.

152

AWEA Mechantronic Company Limited NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise

1.GENERAL

AWEA Mechantronic Company Limited (the “Company”) was incorporated on July 16, 1986. The main business of the Company is the design, manufacture and sales of special-purpose machines, automation equipment and computer-controlled machine tools.

On September 6, 2000, the Company’s shares were approved for listing by the approval letter (89) Shentzu No. 025773 of Taiwan Stock Exchange (TWSE) and started listing and trading on TWSE centralized order market on September 11, 2000.

2.DATE AND PROCEDURE FOR APPROVAL OF FINANCIAL STATEMENTS

The accompanying consolidated financial statements were approved and authorized for issue by the Board of Directors on March 13, 2023.

3.APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS

(1) The impact of adoption of the newly issued and revised International Financial Reporting Standards (IFRS) approved by the Financial Supervisory Commission (FSC):

Since 2022, the Company has fully adopted IFRS approved by FSC and effective since 2022 to prepare financial statements. The related new, revised or amended standards and interpretations are as below:

2022 to prepare financial statements. The related new,
interpretations are as below:
revised or amended standards and
New, Revised or Amended Standards and
Interpretations
Amendments to IAS 16 “Property, Plant and
Equipment: Proceeds Before Intended Use”
Amendments to IAS 37 “Onerous Contracts: Cost
of Fulfilling a Contract”
Amendments to IFRS 3 “Reference to the
Conceptual Framework”
Annual Improvements to IFRSs 2018-2020 Cycle
Effective Date Issued
by IASB
January 1, 2022
January 1, 2022
January 1, 2022
January 1, 2022

The Company assessed that the application of the above-mentioned newly recognized IFRS will not have material impact on the consolidated financial statements.

(2) The impact of not yet applying of IFRSs endorsed by the FSC:

The table below listed the new, revised or amended standards and interpretations endorsed by the FSC with effective date starting 2023:

New, Revised or Amended Standards and
Interpretations
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”
Effective Date Issued
by IASB
January 1, 2023
January 1, 2023
January 1, 2023

Disclosure of Accounting Policies

The amendment improved the disclosure of accounting policies to provide more useful information to the investors and other users of the financial statements.

Definition of Accounting Estimates

This amendment is to directly define accounting estimates, and to make other amendments for the accounting policies, changes of accounting estimates and errors to

153

help companies differentiate changes of accounting policies and changes of accounting estimates.

Deferred Tax related to Assets and Liabilities arising from a Single Transaction

This amendment is to limit the scope of exemption for deferred income tax recognition in income tax, so that the exemption will not be applicable to transactions that generate the same amount of taxable and deductible temporary difference at original recognition.

The Company assessed that the above-mentioned new, revised or amended standards and interpretations will not have material impact on the consolidated financial statements.

  • (3) The impact of the IFRSs issued by IASB but not yet endorsed and issued into effect by the FSC:

The table below listed the new, revised or amended standards and interpretations issued and published by IASB but not yet endorsed by FSC:

New, Revised or Amended Standards and
Interpretations
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”
Amendments to IAS 1 “Classification of
Liabilities as Current or Noncurrent” and
“Non-current Liabilities with Covenants”
Amendments to IFRS 16 “Lease Liability in a
Sale and Leaseback”
Amendments to IAS 1 “Classification of
Liabilities as Current or Noncurrent” and
“Non-current Liabilities with Covenants”
Effective Date Issued
by IASB
Pending IFRS Committee
decision
January 1, 2023
January 1, 2023
January 1, 2024
January 1, 2024

The Company anticipated that the above-mentioned newly published or amended standards will not have material impact to the consolidated financial statements.

4.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies that the consolidated financial statements adopted are listed as below. Except for the illustration of accounting changes in Note 3 and 4, all the accounting policies below are applied consistently to all periods presented in the consolidated financial statements.

  • (1) Statement of Compliance

The accompanying consolidated financial statements have been prepared in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS, International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, “IFRSs”) endorsed and issued into effect by FSC.

  • (2) Basis of Preparation

The consolidated financial statements have been prepared on the historical cost basis, except for important items in the balance sheets listed below:

  1. Financial assets at fair value through profit or loss;

  2. Financial assets at fair value through other comprehensive income;

  3. Net defined benefit liability, which is based on the fair value of pension fund asset minus the present value of defined benefit obligations.

(3) Functional Currency and Reporting Currency

The functional currency of each entity within the consolidated company is the currency of the primary economic environment in which it operates. This consolidated financial report is presented in the functional currency of the company, which is the New Taiwan Dollar (NTD). All financial information expressed in NTD is presented in thousands of New

154

Taiwan Dollars (NTD thousand).

(4) Basis of Consolidation

The consolidated financial statements incorporate the financial statements of AWEA Mechantronic Company Limited and entities controlled by AWEA Mechantronic Company Limited (its subsidiaries).

  • Income and expenses of subsidiaries acquired or disposed of are included in the consolidated statement of comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate. Total comprehensive income of subsidiaries is attributed to the shareholders of the parent and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance. Adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Company.

All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.

The detail information of the subsidiaries at the end of reporting period was as follows:

Name of Investor
AWEA Mechantronic
Co., Ltd.
AWEA Mechantronic
Co., Ltd.
B-Way (Cayman)
Co., Ltd.
Billion-Way
(Cayman)Co., Ltd.
Billion-Way
(Cayman)Co. ,Ltd.
Yih Chuan
Machinery Industry
Co., Ltd.
AXTRON INT’L
INVESTMENT
CO., LTD
AXTRON INT’L
INVESTMENT
LIMITED
Name of Subsidiaries
B-Way (Cayman)
Co., Ltd.
Yih Chuan Machinery
Industry Co., Ltd.
Billion-Way
(Cayman)Co., Ltd.
Shanghai Zhuwei
Mechantronic Co., Ltd.
Awea Mechantronic
(Suzhou) Ltd.
AXTRON INT’L
INVESTMENT CO.,
LTD
AXTRON INT’L
INVESTMENT
LIMITED
Yih Chuan Machinery
(Jiaxing) Industry Co.,
Ltd.
Main
Businesses and
Products
International
investment
and
trade
Industrial
machinery
manufacture and
trade
International
investment and
trade
Machinery sale
and installation
and international
trade
Machinery sale
and installation
and international
trade
International
investment and
trade
International
investment and
trade
Machinery sale
and installation
and international
trade
Percentage of Ownership Percentage of Ownership
December
31, 2022
100%
60%
100%
100%
100%
100%
100%
100%
December
31, 2021
100%
60%
100%
100%
100%
100%
100%
100%

(5) Classification of Current and Noncurrent Assets and Liabilities

  1. Assets that meet one of the following conditions are classified as current assets, and all assets that are not current assets are classified as non-current assets:

155

  - (1) The asset expected to realize, or intended to be sold or consumed, during its normal operating cycle;

  - (2) The asset is held primarily for transaction purposes;

  - (3) The asset is expected to be realized within twelve months of the reporting period; or

  - (4) The asset is cash or cash equivalent unless there are other restrictions on exchanging the asset or using it to settle liabilities at least twelve months after the reporting period.
  1. Liabilities that meet one of the following conditions are classified as current liabilities, and all liabilities that are not current liabilities are classified as non-current liabilities:

    • (1) The liability is expected to be settled within normal operating cycle;

    • (2) The liability is held primarily for transaction purposes;

    • (3) The liability is expected to be settled within twelve months after the reporting period; or

    • (4) The liability without an unconditional right to defer settlement for at least twelve months after the reporting period. The terms of the liability, which may, at the option of the counterparty, result in its liquidation through the issuance of equity instruments do not affect its classification.

  2. (6) Foreign Currencies

In preparing the consolidated financial statements, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date.

Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in foreign currencies are recognized at the rates of exchange prevailing at the dates of the transactions.

The exchange differences are recognized as profit or loss in the reporting period in which they occurred.

For the purposes of presenting consolidated financial statements, the assets and liabilities of the Company’s foreign operations are translated into NT$ using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising, if any, are recognized in other comprehensive income and accumulated inequity.

  • (7) Cash and Cash Equivalents

Cash includes cash on hand and demand deposits. Cash equivalents are investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the aforementioned definition and are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes are listed in cash equivalents.

  • (8) Financial Instruments

Accounts receivable are originally recognized when incurred. All the other financial assets and liabilities shall be recognized when the Company becomes a party to the contractual provisions of the instruments. Financial assets (other than trade receivables that do not contain a significant financial component) or financial liabilities not measured at fair value through profit or loss are or Derecognition of financial liabilities

iginally measured at fair value plus transaction costs that are directly attributable to the acquisition or issue of them. Accounts receivable that does not contain significant financial

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components are measured at transaction prices.

  1. Financial Assets

At the time of original recognition, financial assets are classified into financial assets measured at amortized cost, financial assets at FVTPL, and financial assets at FVTOCI. Only when the Company changes its business model for managing financial assets will it reclassify all affected financial assets from the first day of the next reporting period.

  • (1) Financial assets measured at amortized cost

  • Financial assets that meet both of the following conditions and are not designated as measured at fair value through profit or loss are measured at amortized cost:

    • A.The financial asset is held under the business model for the purpose of

    • collecting contractual cash flow.

    • B.The contractual terms of the financial asset generate cash flows on specified dates that are exclusively for the payments of principal and interest on the principal amount outstanding.

Subsequent amortization of these assets is measured at the original recognized amount plus or minus the cumulative amortization amount calculated using the effective interest method and adjusting any allowance for losses. Interest income, foreign exchange gain or losses, and impairment loss are recognized in profit or loss. In case of delisting, the gain or loss is recognized in profit or loss.

  • (2) Financial assets at FVTPL

  • Financial assets that are neither measured at amortized cost as above nor at fair value through other comprehensive income are measured at fair value through profit or loss, including derivative financial assets. In order to eliminate or significantly reduce the improper accounting ratio at the time of original recognition, the Company may irrevocably designate financial assets that meet the conditions of measuring at amortized cost or at fair value through other comprehensive income as at fair value through profit or loss. These assets are subsequently measured at fair value, and the net profit or loss are recognized as profit or loss.

  • (3) Financial assets at FVTOCI

On initial recognition, the Company may irrevocably designate investments in equity investments that is not held for trading as at FVTOCI. This decision is made on an instrument-by-instrument basis.

Debt instruments are subsequently measured at fair value. Interest income calculated using the effective interest method, and foreign exchange gains and losses and impairment gains or losses on investments in debt instruments at FVTOCI are recognized in profit or loss. Other changes in the carrying amount of these debt instruments are recognized in other comprehensive income and will be reclassified to profit or loss when these debt instruments are disposed. Investments in equity instruments are subsequently measured at fair value. Dividend income, unless clearly represents a recovery of part of the cost of the investment, is recognized in profit or loss. The remaining net gain or loss is recognized in other comprehensive income and is not reclassified to profit or loss.

Dividends on these investments in equity instruments at FVTOCI are recognized in profit or loss at the date when the Company’s right to receive the dividends is established, normally means the ex-dividend date.

  • (4) Impairment of financial assets

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A loss allowance for expected credit loss is recognized by the Company for financial assets measured at amortized cost, including cash and cash equivalents, financial assets measured at amortized cost, notes receivable, accounts receivable, other receivables, guarantee deposits paid, and other financial assets. The following financial assets are measured at an amount equal to expected credit loss within 12 months, the rest are measured at an amount equal to lifetime expected credit losses:

  • A. Debt securities are considered to have low credit risk on reporting date; and

  • B. the credit risk on other debt securities and bank deposits (i.e., the risk of default during the expected life of the financial instrument) has not increased significantly since initial recognition.

The allowance for losses on accounts receivable and contract assets is measured at an amount equal to lifetime expected credit losses.

When determining whether the credit risk has increased significantly since the original recognition, the Company considers reasonable and substantiated information (obtainable without undue cost or investment), including qualitative and quantitative information, and based on the Company's historical experience, credit ratings, and analysis from forward-looking information.

The expected credit loss during the lifetime refers to the expected credit loss arising from all possible default events during the expected duration of the financial instrument.

Twelve-month expected credit losses refer to the expected credit losses arising from possible default events of a financial instrument within 12 months after the reporting date (or a shorter period if the expected lifetime of the financial instrument is shorter than 12 months).

The longest period for measuring expected credit losses is the longest contractual period over which the Company is exposed to credit risk. Expected credit loss is the probability-weighted estimate of credit loss during the expected lifetime of a financial instrument. Credit losses are measured as the present value of all cash shortfalls, which is the difference between the cash flows that the Company can receive under the contract and the cash flows that the Company expects to receive. Expected credit losses are discounted at the financial asset's effective interest rate.

The Company assesses whether financial assets measured at amortized cost and debt securities measured at fair value through other comprehensive income are credit-impaired at each reporting date. A financial asset is credit-impaired when one or more events that have an adverse effect on the estimated future cash flows of the financial asset have occurred. Evidence that the financial asset is credit-impaired includes below item’s observable information:

  • A. Significant financial difficulties of the borrower or issuer;

  • B. Default, such as delay or overdue more than 90 days;

  • C. Concessions granted by the Company to the borrower that would not have been considered by the Company for economic or contractual reasons related to the borrower's financial difficulties;

  • D. Borrower is likely to file for bankruptcy or other financial restructuring; or

  • E. Absence of an active market for the financial asset due to financial difficulties.

An allowance for loss of financial asset measured at amortized cost is deducted from the book value of the asset. An allowance for a debt instrument investment at fair value through other comprehensive income is recognized in other

158

comprehensive income (without reducing the book value of the asset), and the amount of the recognition or reversal of the allowance is recognized in profit or loss.

When the Company cannot reasonably expect to recover all or part of the financial assets, it directly reduces the total book value of its financial assets. The Company analyzes the timing and the number of write-offs individually on the basis of whether it is reasonably expected to be recoverable. The Company does not anticipate a material reversal of the amount written off. However, written-off financial assets are still enforceable to comply with the Company's procedures to recover overdue amounts.

  • (5) Derecognition of financial assets

The Company derecognizes a financial asset only when the contractual rights to the cash flows from the financial asset expire, when it transfers the financial asset and substantially all the risks and rewards of ownership of the financial asset to another entity, or when it neither transfers substantially all the risks and rewards of ownership nor retain controls of the financial asset.

If the Company makes a transaction to transfer financial assets and it retains all or substantially all the risks and rewards of ownership of the transferred assets, the assets will continue to be recognized in the balance sheets.

  • (9) Financial Liabilities and Equity Instruments

  • Classification as debt or equity

Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

  • 2.Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all its liabilities. Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs.

  • 3.Financial liabilities

  • Financial liabilities are not held for transactions and are not designated to be subsequently measured as at fair value through profit or loss, including notes payable, accounts payable and other payables. When originally recognized, it is measured at fair value plus directly attributable transaction costs. The subsequent evaluation adopts the effective interest rate method to measure at amortized cost, and the interest expenses not capitalized as asset costs are included in the non-operating income and expenses.

  • Derecognition of financial liabilities

  • The merging Company derecognizes financial liabilities when the Company’s obligations are discharged, cancelled or they expire.

When derecognizing financial liability, the difference between its book value and total amount paid or payable, including any non-cash assets transferred or liabilities assumed, is recognized as profit or loss, and listed under non-operating income and expenses.

  1. Offset of financial assets and liabilities Financial assets and liabilities are offset and listed on the balance sheets in net amount only when the merging company has legal rights to offset them and intends to settle net or to realize assets and liquidate liabilities at the same time.

  2. (10) Inventories

Inventories are stated at the lower of cost or net realizable value. Inventories are recorded at standard cost and adjusted to approximate weighted-average cost at the end of the

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reporting period. Net realizable value represents the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale.

  • (11) Investments Accounted for Using Equity Method

  • Investments accounted for using the equity method include investments in subsidiaries, associates, and joint ventures.

  • An associate is an entity over which the Company has significant influence and that is neither a subsidiary nor a joint venture. Significant influence refers to the power to participate in the investee's financial and operating policy decisions, but not the power to control or jointly control such policy decisions.

A joint venture means that the Company and other entities engage in economic activities under joint control through contractual agreement, meaning that strategic financial and operational decisions related to the joint venture must obtain the unanimous consensus of the shared controllers. If another entity is established in accordance with the joint venture agreement, and each joint venture controller has the interests in it, the entity is a jointly controlled entity.

Except for assets classified as held for sale, the operating results and assets and liabilities of associate companies and joint ventures are included in the financial statements using the equity method. With the equity method, investments in associate companies and joint ventures are initially recognized at cost in the balance sheets and are subsequently adjusted according to changes in the Company's share of the investee's net assets. When the Company's share of losses from associate companies and joint ventures exceeds its equity in the associate companies, additional losses are recognized only within the scope of the Company's statutory obligations, constructive obligations, or payments made on behalf of the associate companies.

The portion of the acquisition cost exceeding the net fair value share of the Company's identifiable assets and liabilities of the associated companies and joint ventures on the acquisition date is recognized as goodwill and is included in the book value of the investment. If the share of the net fair value of identifiable assets and liabilities of associated companies and joint ventures on the acquisition date exceeds the acquisition cost, it will be recognized as profit immediately after reassessment.

When assessing impairment, the Company regards the overall book value of the investment including goodwill as a single asset and compares the recoverable amount (the higher of the value in use or the fair value minus the cost of sale) with the book value to conduct an impairment test. The recognized impairment loss will be included in the book value of the investment. A reversal of any impairment loss is recognized to the extent of subsequent increases in the recoverable amount of the investment.

If the Company does not subscribe to additional shares issued by associates or joint ventures according to existing ownership proportion, which leads to changes of shareholding percentage and results in changes of equity net worth, the increased or decreased amount will be adjusted to capital surplus and investments using equity methods. However, if the ownership interest in the associates is reduced by not subscribing or obtaining shares according to the shareholding ratio, the amount recognized in other comprehensive profit and loss related to the associates will be reclassified according to the reduced proportion, and the basis of accounting should be the same as if the associates directly disposed the related assets or liabilities.

When there are transactions between the consolidated entities and related companies or joint ventures, unrealized gains and losses are eliminated proportionally upon consolidation.

  • (12) Property, Plant and Equipment

Property, plant and equipment are measured at cost less accumulated depreciation and

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accumulated impairment. Costs include any costs that are directly attributable to the construction, acquisition of the item of property, plant and equipment, any other directly attributable costs of bringing the asset to a usable condition for its intended purpose, and costs of dismantling, relocation, and restoration of original location. The aforementioned costs include renewal costs for replacing part of the plant and equipment and necessary interest expenses arising from the construction contract.

Property, plant and equipment in construction are carried at cost less any recognized impairment loss. The cost includes professional service fees. Such assets are classified to the appropriate categories of property, plant and equipment when completed and ready for intended use. Depreciation of these assets, on the same basis as other identical categories of property, plant and equipment, commences when the assets are available for their intended use.

Self-owned land is not recognized for depreciation.

When a major item of property, plant and equipment needs to be restored periodically, the Company treats the item as an individual asset and recognizes it as depreciation with a specific useful life and specific depreciation method. Major overhaul cost will be considered as replacing cost and listed as part of the book value of property, plant and equipment if meeting the recognition condition. Other repairing and maintenance fees are listed in profit or loss. If meeting the conditions, the present value of decommissioning cost after the asset is used will be included in the cost of the asset.

If the cost of each part of property, plant and equipment is significant relative to the total cost of the item, each part is depreciated separately and treated as a separate item (significant component) of property, plant and equipment.

An item or material part of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the assets. Depreciation is recognized in profit or loss over the estimated useful lives of each component of an item of property, plant and equipment on a straight-line method as it best reflects the expected pattern of consumption of the asset's future economic effects. Depreciation is computed using the straight-line method mainly over the following estimated useful lives:

ated useful lives:
Buildings 5 to 51 years
Machinery 2 to 16 years
Mold 2 to 3 years
Transportation equipment 2 to 6 years
Computer communication
equipment
4 years
Office equipment 3 to 5 years
Business equipment 2 to 7 years
Lease improvement 5 years
Other equipment 2 to 11 years

Depreciation is recognized to write off the cost of the assets less their residual values over their useful lives, and it is computed using the straight-line method over the estimated useful lives. Estimated useful life, residual value and depreciation method are reviewed at the end of each reporting period, and the effect of any change in estimate is treated on a

161

deferred basis.

An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the assets. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.

  • (13) Leases

  • Lease judgement

    • The Company assess whether the contract is or contains a lease on the date of establishment of the contract.
  • 2.The Company as lessor

The Company recognizes the right-of-use asset and lease liability on the lease commencement date. The right-of-use asset is measured at cost, which includes the original measurement amount of the lease liability, adjusting any lease payments made on or before the lease commencement date, and adding all Original direct costs incurred and estimated costs of dismantling, removing, and restoring the site or the subject asset, less any lease incentives received.

Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms. In addition, the Company regularly assesses whether the right-of-use asset has been impaired and deals with any impairment loss that has occurred and adjusts the right-of-use asset when the lease liability is remeasured.

The lease liability is initially measured at the present value of the unpaid lease payments at the start date of the lease. If the implied interest rate of the lease is easy to determine, the discount rate will be the interest rate; if it is not easy to determine, the Company's incremental borrowing rate will be used. Normally, the Company uses its incremental borrowing rate as discount rate.

Lease payments that are included in lease liability includes:

  • (1) Fix payment, including substantiative fix payment;

  • (2) Changing lease payment that depends on an index or rate using the index or rate on the leasing start date for original measurement.

Lease liability interests are recognized with effective interest method and will be reevaluate when below situations happened:

  • (1) Index or rate which is for deciding lease payment changes that leads to changes in future lease payments;

  • (2) Estimation for whether to extend or end the option is changed and therefore changes the lease duration estimation;

  • (3) Payment amount changes to expected guarantee for residual;

  • (4) Estimation for options of target assets to purchase is changed;

  • (5) Leasing target, scope or other terms changed.

When the lease liability is remeasured due to the aforementioned changes in the index or rate used to determine the lease payment, changes in the residual value guarantee amount, and changes in the evaluation of the purchase, extension or termination options, the book value of the right-of-use asset is adjusted accordingly, and when the carrying amount of the right-of-use asset has been reduced to zero, the remaining remeasured amount is recognized in profit or loss.

For lease modifications that reduce the scope of the lease, the carrying amount of the right-of-use asset is reduced to reflect partial or full termination of the lease, and the difference between this and the remeasurement amount of the lease liability is

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recognized in profit or loss.

The Company expresses the right-of-use assets and lease liabilities that do not meet the definition of investment real estate as separate line items in the balance sheet. For the short-term lease of business equipment and other equipment leases and the lease of low-value underlying assets, the Company chooses not to recognize the right-of-use assets and lease liabilities but recognizes the relevant lease payments as expenses on a straight-line basis during the lease period.

A sale and leaseback transaction are assessed in accordance with IFRS 15 to assess whether the transfer of assets to the buyer-lessor meets the requirements for sale. If it is judged to be treated as a sale, the asset will be delisted and the part of the rights that have been transferred to the buyer and lessor will be recognized in the relevant profit or loss. The accounting treatment model of the lessee is applicable to the leaseback transaction, and the right-of-use asset is measured according to the original account amount of the leased back part. If it is judged not qualified as sale, the transferred asset shall continue to be recognized and the consideration received shall be recognized as a financial liability.

  • 3.The Company as lessee

  • In transactions where the Company is the lessee; lease contract is classified according to whether it transfers almost all the risks and rewards of the ownership of the underlying asset on the date of establishment of the lease. If yes, then it’s classified as a finance lease, otherwise it is classified as operating lease.

When evaluating, the Company considers relevant specific indicators including whether the lease period covers the main part of the economic life of the underlying asset.

If the Company is a sublease lessor, it handles master lease and sublease transactions separately, and evaluates the classification of sublease transactions based on the right of use generated by the master lease. If the head lease is a short-term lease and the recognition exemption applies, the sub-lease transaction should be classified as an operating lease.

  • (14) Intangible Assets

  • Goodwill

Goodwill arising on the acquisition of a subsidiary is measured at cost less accumulated impairment losses.

  1. Other intangible assets

  2. Intangible assets acquired by the Company with finite useful lives are carried at cost less accumulated amortization and accumulated impairment losses.

  3. Amortization is recognized using the straight-line method over the following estimated useful lives:

  4. Computer software The economic life or contract

period

The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

  • (15) Impairment of Non-financial Assets

  • At the end of each reporting period, the Company reviews the carrying amounts of its non-financial assets (excluding inventory, contractual assets, and deferred tax assets), to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated.

For the purposes of impairment testing, a group of assets whose cash inflows are largely independent of those of other individual assets or groups of assets is the smallest

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identifiable group of assets. Goodwill acquired in a business combination is allocated to each cash-generating unit or group of cash-generating units that are expected to benefit from the benefits of the combination.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are 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 for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset or cash-generating unit is estimated to be less than it carrying amount, an impairment loss is recognized.

Impairment losses are recognized immediately in profit or loss for the current period, and firstly reduce the carrying amount of the cash-generating unit's apportioned goodwill, and then reduce the carrying amount of each asset in proportion to the carrying amount of other assets in the unit.

An impairment loss recognized for goodwill is not reversed in subsequent periods. Non-financial assets other than goodwill are reversed only to the extent that the asset's book value (less depreciation or amortization) would have been determined had no impairment loss been recognized in prior years.

  • (16) Provision

Provisions are recognized due to the current obligations from past events, resulting in that the Company will have high possibilities to flow out resources with economic benefits to pay off the obligation in the future, and the amount of the obligation can be reliably estimated.

The amount recognized as a liability provision is the best estimate of the expenditures required to settle the obligation at the end of the reporting period, considering the risks and uncertainties of the obligation. If the liability provision is measured by the estimated cash flows required to settle the present obligation, its book value is the present value of those cash flows.

  • (17) Revenue Recognition

Revenue is measured by the consideration to which goods or services are transferred and to which they are expected to be entitled. The Company recognizes revenue when performance obligations are satisfied.

  1. Sale of Goods

The Company recognizes revenue when control of the product is transferred to the customer. Control of product is considered transferred when the product has been delivered to the customer, the customer can fully decide the sales channel and price of the product, and there is no unfulfilled obligation that will affect the customer's acceptance of the product. Delivery happened when the product is delivered to specific locations, and the risks of obsolete and loss is transferred to the customer, and when the customer has accepted the product according to sales contract, the terms of acceptance have expired, or the Company has the objective evidence supporting that all terms of acceptance are met.

The Company recognizes accounts receivable when the goods are delivered, because the Company has the unconditional right to receive the consideration at that point in time.

  1. Financial Composition

The Company expects that the time interval between the time point of all customer contracts to transfer goods or services to the customer and the time point when the customer pays for the goods or services will not exceed one year. Therefore, the Company does not adjust the time value of money of the transaction price.

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(18) Government Subsidy

The Company will comply with the conditions attached to the government grant and will recognize it only when the grant can be received.

(19) Employee Benefits

  1. Defined contribution plan

    • Contribution obligations that are part of defined contribution pension plans are recognized as an expense during the period of service performed by the employee. Prepaid appropriations are recognized as an asset to the extent that they will result in a return of cash or a reduction in future payments.
  2. Defined benefit plan

    • The Company's net obligation to the defined benefit plan is calculated by converting the number of future benefits earned by the employee's service in the current or previous period into the present value and deducting the fair value of the plan assets. The defined benefit obligation is actuarial zed annually by a qualified actuary using the projected unit benefit method. When the calculation result is likely to be beneficial to the Company, the recognized asset is limited to the present value of any economic benefit that can be obtained in the form of returning the allocation from the plan or reducing future allocations to the plan. The calculation of the present value of economic benefits considers any minimum funding requirements. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which they occur. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss. The Company determines the net interest expense (income) of the net defined benefit liability (asset) using the net defined benefit liability (asset) and discount rate determined at the beginning of the annual reporting period. Net interest expense and other expenses for defined benefit plans are recognized in profit or loss. Changes in benefits associated with prior service costs or curtailment benefits or losses arising from program modifications or curtailments are recognized immediately in profit or loss. The Company recognizes the liquidation profit and loss of the defined benefit plan when the liquidation occurs.
  3. Short-term employee benefits

    • Short-term employee benefit obligations are recognized as expenses when services are rendered. If the Company has a current statutory or constructive payment obligation due to the past service provided by the employee, and the obligation can be reliably estimated, the amount is recognized as a liability.
  4. (20) Borrowing Cost

Borrowing costs directly attributable to the acquisition of an asset are included as part of the cost of the asset until substantially all activities necessary to bring the asset to its intended state for use or sale have been completed.

Aside from the aforementioned, all other borrowing costs are recognized as profit or loss within the year in which it occurred.

  • (21) Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax. Current income tax including the income tax payable or tax refund receivable, which is calculated based on the taxable income (loss) of the current year, and any adjustments of tax payable and tax refund receivable in previous years whose amount is the best estimate of the amount expected to be paid or received based on the statutory tax rate or substantive legislative tax rate on the reporting date.

Deferred income tax is recognized by measuring the temporary difference between the

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carrying amount of assets and liabilities at the financial reporting date and their tax base. Unused tax losses, unused income tax credits carried forward, and deductible temporary differences are recognized as deferred tax assets to the extent that future taxable income is likely to be available for use, and will be reevaluate at every reporting date where relevant income tax benefits will be adjusted to the extent that it is not likely to be realized, or reverse the original reduced amount within the scope that it is likely to have sufficient taxable income.

The Company only allows offsets of deferred tax asset and deferred tax liability when both conditions below are met:

  1. Has the statutory enforcement power to offset current income tax assets and current income tax liabilities; and

  2. Deferred tax asset and liabilities are related to one of the following taxpayers who are levied income tax by the same tax authority:

     - (1) Same tax entity; or

     - (2) Different tax entity, but each subject intends to settle current income tax liabilities and assets on a net basis, or realize assets and settlement simultaneously, in each future period in which significant amounts of deferred income tax assets are expected to be recovered and deferred income tax liabilities are expected to be settled.
  • (22) Earnings per share

  • The Company presents basic and diluted earnings per share attributable to equity holders of the Company's common stock. The Company's basic earnings per share is calculated by dividing the profit or loss attributable to the Company's common stockholders by the weighted average number of common shares outstanding in the current period. Diluted earnings per share is calculated by adjusting the profit and loss attributable to ordinary equity holders of the Company and the weighted average number of ordinary shares outstanding, respectively, after adjusting the impact of all potential dilutive ordinary shares.

  • (23) Operating Segment Information

An operating segment is the part of the consolidated Company that is engaged in activities that may generate revenue and incur expenses, including those related to transactions between other parts within the consolidated Company. The operating results of all operating segments are regularly reviewed by the chief operating decision-maker of the consolidated Company to make decisions on allocating assets to the divisions and evaluating their performance. Consolidated financial information is available for each operating segment.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION AND UNCERTAINTY

The Company has considered the economic implications of COVID-19, Ukrainian-Russian conflict, and inflation on critical accounting estimates and the management will continue to review estimates and underlying assumptions, and changes in accounting estimates will be recognized in the period of change and in the affected future periods.

In preparing this separate financial report, management must make judgements, estimates and assumptions. It will affect the adoption of accounting policies and the reported amounts of assets, liabilities, income and expenses. The actual result may be different with estimations.

For the uncertainty of assumptions and estimates, there are major risks that will cause major adjustments in the next year. The relevant information is as follows.

Uncertainty in the following assumptions and estimates has a material risk of causing a material adjustment to the carrying amount of assets and liabilities in the next financial year

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and has already reflected the impact of the COVID-19 pandemic. See below:

  • (1) Allowance for Losses on Accounts Receivable

  • The allowance for loss of the Company's accounts receivable is estimated based on the assumptions of default risk and expected loss rate. The Company considers historical experience, current market conditions and forward-looking estimates on each reporting date to determine the assumptions to be used and the input values selected when calculating the impairment. Please refer to Note 6(4) for details on related assumptions and input value.

  • (2) Valuation of Inventory

  • Inventories are stated at the lower of cost or net realizable value, and the Company estimates the net realizable value of inventory for normal waste, obsolescence and unmarketable items at the end of reporting period and then writes down the cost of inventories to net realizable value. The net realizable value of the inventory is determined mainly based on assumptions of future demand within a specific time horizon, therefore major changes may occur due to rapid changes in the industry.

  • (3) Impairment of investment using equity method

  • When there is any indication of impairment that an investment using the equity method may have been impaired and the carrying amount cannot be recovered, the Company immediately assesses the impairment of the investment. The Company assesses the impairment based on the future cash flow forecast of the invested company, including the sales growth rate and capacity utilization rate estimated by the internal management of the invested company, and analyzes the rationality of the relevant assumptions.

  • (4) Impairment of Tangible Assets and Intangible Assets Other than Goodwill In the process of evaluating the potential impairment of tangible assets and intangible assets other than goodwill, the Company determines the independent cash flows, useful lives, expected future revenue and expenses related to the specific asset groups with the consideration of the nature of semiconductor industry. Any change in these estimates based on changed economic conditions or business strategies could result in significant impairment charges or reversal in future years.

  • (5) Recognition and Valuation of Provisions

  • The provision for product warranty liabilities is estimated when the product sales revenue is recognized and is estimated based on the quantity of products that are still in the warranty repair period, the historical and expected repair rate of such products, and the estimated unit repair cost. The Company continues to review the estimation basis and revise it when appropriate. Any change in the above estimation basis may have a significant impact on the estimation of product warranty liability reserves.

  • (6) Realization of Deferred Income Tax Assets

  • Deferred tax assets are recognized to the extent that it is probable that future taxable profits will be available for deductible temporary differences in the future. Assessment of the realization of the deferred tax assets requires subjective judgment and estimate, including the future revenue growth and profitability, tax holidays, the amount of tax credits can be utilized and feasible tax planning strategies. Any changes in the global economic environment, the industry trends and relevant laws and regulations could result in significant adjustments to the deferred tax assets.

  • (7) Measurement of Defined Benefit Obligations

  • The defined benefit costs and net defined benefit liabilities (assets) that should be recognized in the defined benefit retirement plan are actuarially evaluated using the projected unit benefit method, and the actuarial assumptions adopted include discount rate, employee turnover rate and future salary increase rate, etc. Changes in these assumptions due to changes in market and economic conditions may materially affect the amount of expenses and liabilities recognized. Please refer to Note 6 (17) for the description of the

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major actuarial assumptions and sensitivity analysis adopted by the actuarial. 6.ILLUSTRATION OF IMPORTANT ACCOUNTING ITEMS (1) Cash And Cash Equivalents

December 31, 2022
Cash
$ 2,873
Deposits in banks
1,129,298
$ 1,132,171
Financial Assets at Fair Value Through Profit or Loss
Current:
Mandatorily measured at FVTPL
December 31,
2022
Domestic listed (counter) stocks
$ 380,865
Adjustments
(3,863)
$ 377,002
Non-Current:
Mandatorily measured at FVTPL
December 31,
2022
Domestic listed (counter) stocks
$ 27
Adjustments
(27)
$ -
1. Profit and loss of financial assets measured at FVTPL
Mandatorily measured at FVTPL
2022
Evaluation (loss) profit
$ (11,149)
Profit of disposal
$ 2,095
Dividend income
$ 16,926
December 31, 2022
Cash
$ 2,873
Deposits in banks
1,129,298
$ 1,132,171
Financial Assets at Fair Value Through Profit or Loss
Current:
Mandatorily measured at FVTPL
December 31,
2022
Domestic listed (counter) stocks
$ 380,865
Adjustments
(3,863)
$ 377,002
Non-Current:
Mandatorily measured at FVTPL
December 31,
2022
Domestic listed (counter) stocks
$ 27
Adjustments
(27)
$ -
1. Profit and loss of financial assets measured at FVTPL
Mandatorily measured at FVTPL
2022
Evaluation (loss) profit
$ (11,149)
Profit of disposal
$ 2,095
Dividend income
$ 16,926
December 31, 2021 December 31, 2021
$ 3,029
934,623
$ 937,652
December 31,
2021
$ 165,131
7,286
$ 172,417
December 31,
2021
$ 27
(27)
-
2021
$ (11,149) $ 7,073
$ 2,095 $ -
$ 16,926 $ 1,437

(2) Financial Assets at Fair Value Through Profit or Loss

  • 2.The Company has not pledged financial assets at fair value through profit or loss.

  • 3.Aforementioned equity instrument are held for trading purposes, so they are measured at fair value through profit or loss.

  • 4.The Company invested FRF5,000 (around NT$27 thousand) in French agent AUTECH EUROPE in 1990, whose total capital is FRF100,000. In 1996, the value of the invested company had been reduced, and there was little hope of recovery, the total investment amount was transferred as a loss.

(3) Non-current Financial Assets at Fair Value Through Other Comprehensive Income

Measured at FVTOCI
Domestic listed (counter) stocks
Adjustments
December 31,
2022
$ 21,391
(10,933)
$ 10,458
December 31,
2021
$ 12,789
4,040
$ 16,829

168

  • 1.The Company holds theses equity instruments for long-term strategic investments, therefore designated the investments as measured at FVTOCI.

  • 2.The Company disposed equity investments with fair value of NT$3,808 (in thousands) and NT$8,578(in thousands), respectively, in 2022 and 2021, with the accumulated disposal benefits of NT$1,125(in thousands) and NT$2,744 (in thousands) , respectively. The Company has transferred the accumulated disposal benefits from other interests to retained earnings.

  • Profit and loss of financial assets measured at FVTOCI:

Measured at FVTOCI
Dividend income recognized as profit
or loss
Hold at the end of the period
Delisted within the period
Changes in fair value at other
comprehensive income (loss)
Accumulated interest transferred to
retained earnings due to delisting
2022
$ 1,188
-
$ 1,188
$ (13,848)
$ 1,125
2021
$ 287
-
$ 287
$ 5,303
$ 2,744
  • 4.The Company has not pledged financial assets at fair value through other comprehensive income.

(4) Notes and Accounts Receivable

Notes and Accounts Receivable
Notes receivable
Less: Loss allowance
Net
Accounts receivable
Less: Loss allowance
Net
December 31, 2022
$ 386,323
(4,683)
$ 381,640
December 31, 2022
$ 468,846
(11,234)
$ 457,612
December 31, 2021
$ 251,345
(3,867)
$ 247,478
December 31, 2021
$ 557,144
(30,611)
$ 526,533

The payment term granted to customers is due 30 - 90 days from the invoice date, and the account receivable are not interest-bearing.

The Company adopts the simplified approach of IFRS 9 to recognize the allowance loss of accounts receivable based on the expected credit loss during the duration.

The expected credit loss during the duration is calculated using the provision matrix, which considers the customer's past default record, current financial situation, and industrial economic situation. As the Company's historical credit loss experience shows that there is no significant difference in the loss patterns of different customer groups, the provision matrix does not further distinguish customer groups, and only determines the expected credit loss rate based on the number of days overdue of accounts receivable. If there is evidence that the counterparty is facing serious financial difficulties and the Company cannot reasonably expect the recoverable amount, the Company will write off

169

the relevant accounts receivable directly, but will continue to pursue, and the recovered amount due to the pursuit activities will be recognized in profit or loss.

The Company measures loss allowance for notes and accounts receivable according to below provision matrix:

below provision matrix:
Not past due
Past due within 30
days
Past due within 31-180
days
Past due within
181-365 days
Past due more than a
year
Total
December 31, 2022
Total book value
$ 811,590
12,382
15,109
5,603
10,485
$ 855,169
Loss allowance
(expected credit loss
in the duration)
$ (6,104)
(248)
(388)
(1,352)
(7,825)
$ (15,917)
Cost after
amortization
$ 805,486
12,134
14,721
4,251
2,660
$ 839,252
December 31, 2021
Total book value
Loss allowance
(expected credit
loss in the
duration)
Cost after
amortization
Not past due
$ 719,421
$ (6,338)
$ 713,083
Past due within 30
days
10,338
(265)
10,073
Past due within
31-180 days
14,999
(308)
14,691
Past due within
181-365 days
44,568
(11,607)
32,961
Past due more than a
year
19,163
(15,960)
3,203
Total
$ 808,489
$ (34,478)
$ 774,011
The Company’s expected credit loss rate for abovementioned intervals (excluding
abnormal payments whose loss are rated 100%) are: not past due and past due within 90
days is within 1%, past due within 365 days is within 5%, and past due more than 365
days will be 5% - 80%.
December 31, 2021
Cost after
amortization
$ 713,083
10,073
14,691
32,961
3,203
$ 774,011

Movements of loss allowance for notes and account receivables:

Balance, beginning of
Provision (Reversal)
Write off
Exchange rate impacts
Balance, end of year
2022
$ 34,478
2,172
(20,803)
70
$ 15,917
2021
$ 20,027
14,485
-
(34)
$ 34,478

170

(5) Inventories

December 31,2022
December 31,2021
Products
$ 5,242
$ 4,432
Raw materials
579,565
526,494
Work in process
916,835
854,587
Finished goods
105,365
164,133
$ 1,607,007
$ 1,549,646
1. Expenses related to inventories within the year
2022
2021
Cost of goods sold
$ 2,362,128
$ 2,878,255
Inventory depreciation and
obsolete loss
41,547
42,580
Inventory scrap
2,352
6,533
Inventory loss
2,294
1,664
Income from sale of scrap
(1,205)
(1,175)
Costs related to idle capacity
25,501
23,163
$ 2,432,617
$ 2,951,020
2. The Company has not pledged inventories on December 31, 2022 and 2021.
(6) Investments Accounted for Using Equity Method
December 31, 2022
December 31, 2021
Associates
$ 109,850
$ 96,604
Associates consisted of the following:
Associates
Principal Activities
Place of
Incorporation
and peration
Carrying amount
% of Ownership and
Voting Rights Held
by the Company
December
31, 2022
December
31, 2021
December
31, 2022
December
31, 2021
YAMA
SEIKI
USA,INC.
Design and production of
CNC machine tools with
linkage of more than three
axes, CNC systems, servo
devices and related
components, and
maintenance and sales of
precision CNC machine
tools
US
$ 101,849 $ 89,149
28.58%
28.58%
Huahan
Leasing
Co., Ltd.
Rental of machinery
Taiwan
8,001
7,455
13.33%
13.33%
$ 109,850 $ 96,604
December 31,2022
December 31,2021
Products
$ 5,242
$ 4,432
Raw materials
579,565
526,494
Work in process
916,835
854,587
Finished goods
105,365
164,133
$ 1,607,007
$ 1,549,646
1. Expenses related to inventories within the year
2022
2021
Cost of goods sold
$ 2,362,128
$ 2,878,255
Inventory depreciation and
obsolete loss
41,547
42,580
Inventory scrap
2,352
6,533
Inventory loss
2,294
1,664
Income from sale of scrap
(1,205)
(1,175)
Costs related to idle capacity
25,501
23,163
$ 2,432,617
$ 2,951,020
2. The Company has not pledged inventories on December 31, 2022 and 2021.
(6) Investments Accounted for Using Equity Method
December 31, 2022
December 31, 2021
Associates
$ 109,850
$ 96,604
Associates consisted of the following:
Associates
Principal Activities
Place of
Incorporation
and peration
Carrying amount
% of Ownership and
Voting Rights Held
by the Company
December
31, 2022
December
31, 2021
December
31, 2022
December
31, 2021
YAMA
SEIKI
USA,INC.
Design and production of
CNC machine tools with
linkage of more than three
axes, CNC systems, servo
devices and related
components, and
maintenance and sales of
precision CNC machine
tools
US
$ 101,849 $ 89,149
28.58%
28.58%
Huahan
Leasing
Co., Ltd.
Rental of machinery
Taiwan
8,001
7,455
13.33%
13.33%
$ 109,850 $ 96,604
December 31,2022
December 31,2021
Products
$ 5,242
$ 4,432
Raw materials
579,565
526,494
Work in process
916,835
854,587
Finished goods
105,365
164,133
$ 1,607,007
$ 1,549,646
1. Expenses related to inventories within the year
2022
2021
Cost of goods sold
$ 2,362,128
$ 2,878,255
Inventory depreciation and
obsolete loss
41,547
42,580
Inventory scrap
2,352
6,533
Inventory loss
2,294
1,664
Income from sale of scrap
(1,205)
(1,175)
Costs related to idle capacity
25,501
23,163
$ 2,432,617
$ 2,951,020
2. The Company has not pledged inventories on December 31, 2022 and 2021.
(6) Investments Accounted for Using Equity Method
December 31, 2022
December 31, 2021
Associates
$ 109,850
$ 96,604
Associates consisted of the following:
Associates
Principal Activities
Place of
Incorporation
and peration
Carrying amount
% of Ownership and
Voting Rights Held
by the Company
December
31, 2022
December
31, 2021
December
31, 2022
December
31, 2021
YAMA
SEIKI
USA,INC.
Design and production of
CNC machine tools with
linkage of more than three
axes, CNC systems, servo
devices and related
components, and
maintenance and sales of
precision CNC machine
tools
US
$ 101,849 $ 89,149
28.58%
28.58%
Huahan
Leasing
Co., Ltd.
Rental of machinery
Taiwan
8,001
7,455
13.33%
13.33%
$ 109,850 $ 96,604
December
31, 2022
December
31, 2021
28.58%
13.33%
28.58%
13.33%
  • (1) The Company invested $1,700 thousand USD in YAMA SEIKI USA, INC. through the resolution of the Board of Directors on December 23, 2010, engaging in the operation of parts and accessories of machine tools, sales and installation of mechanical appliances, and international trade.

  • (2) The Company invested NT$7,333 thousand in Huahan Leasing Co., Ltd. through the resolution of the Board of Directors on August 2021, engaging in machinery rental business.

171

  • (3) The Company's portion of profit and loss and other comprehensive income and loss of associates subsidiaries that adopted the equity method in 2022 and 2021 were recognized based on the financial reports of the associates audited by accountants during the same period.

(7) Property, plant and equipment

Self-owned land
Buildings
Machinery equipment
Tooling equipment
Transportation Equipment
Computer communication equipment
Business equipment
Lease Improvement
Other equipment
Equipment to be checked and
construction in progress
Self-owned land
January 1,
2022
Additions
Cost
Self-owned land
$ 536,761 $ -
Buildings
1,592,374
-
Machinery equipment
413,581
1,892
Tooling equipment
51,161
3,560
Transportation
Equipment
67,279
5,362
Computer
communication
equipment
12,578
7,313
Office equipment
8,357
707
Business equipment
17,802
1,010
Lease Improvement
749
-
Other equipment
50,376
1,045
Equipment to be
checked and
construction in
progress
9,459
60
$ 2,760,477 $ 20,949
December 31, 2022
December 31, 2021
$ 536,761
$ 536,761
1,045,193
1,094,808
149,012
178,880
6,304
5,885
15,187
15,221
8,833
2,968
1,463
1,321
5,989
8,282
-
21
19,195
19,388
9,536
9,459
$ 1,797,473
$ 1,872,994
Disposals
Reclassifica
tion
Ex-rate
impact
December 31,
2022
$ - $ - $ - $ 536,761
-
-
6,371
1,598,745
(19,896)
(10,210)
3,057
388,424
(412)
-
59
54,368
(1,846)
-
211
71,006
(309)
-
121
19,703
(3,124)
-
50
5,990
-
-
-
18,812
-
-
-
749
(1,083)
10,210
372
60,920
-
-
17
9,536
$ (26,670) $ - $ 10,258 $ 2,765,014
December 31, 2022
December 31, 2021
$ 536,761
$ 536,761
1,045,193
1,094,808
149,012
178,880
6,304
5,885
15,187
15,221
8,833
2,968
1,463
1,321
5,989
8,282
-
21
19,195
19,388
9,536
9,459
$ 1,797,473
$ 1,872,994
Disposals
Reclassifica
tion
Ex-rate
impact
December 31,
2022
$ - $ - $ - $ 536,761
-
-
6,371
1,598,745
(19,896)
(10,210)
3,057
388,424
(412)
-
59
54,368
(1,846)
-
211
71,006
(309)
-
121
19,703
(3,124)
-
50
5,990
-
-
-
18,812
-
-
-
749
(1,083)
10,210
372
60,920
-
-
17
9,536
$ (26,670) $ - $ 10,258 $ 2,765,014
$ 536,761
1,598,745
388,424
54,368
71,006
19,703
5,990
18,812
749
60,920
9,536
$ 2,765,014

172

Accumulated
depreciation
Buildings
Machinery
equipment
Tooling equipment
Transportation
Equipment
Computer
communication
equipment
Office equipment
Business
equipment
Lease
Improvement
Other equipment
Net
Cost
Self-owned land
Buildings
Machinery
equipment
Tooling equipment
Transportation
Equipment
Computer
communication
equipment
Office equipment
Business
equipment
Lease
Improvement
Other equipment
Equipment to be
checked and
construction in
progress
January 1,
2022
$ 497,566
234,701

45,276
52,058
9,610
7,036
9,520
728
30,988
$ 887,483
$ 1,872,994
January 1,
2021
$ 536,761
1,390,870
409,388

48,620
67,948
12,135
8,205
17,706
749
46,988
180,730
$ 2,720,100
Depreciation
$ 54,359
25,761
3,159
5,386
1,464
574
3,303
21
5,529
$ 99,556
Depreciation
Disposals
$ -
(16,714)
(412)
(1,780)
(285)
(3,123)
-
-
(828)
$ (23,142)
Disposals
$ -
-
(3,617)
(965)
(7,027)
(166)
-
-
-
(346)
-
$ (12,121)
Reclassifica
tion
$ -
(5,858)
-
-
-
-
-
-
5,858
$ -
Reclassifica
tion
$ -
203,236
6,659
-
-
-
-
-
-
-
(209,895)
$ -
Ex-rate
impact
December 31,
2022
$ 1,627
1,522
41
155
81
40
-
-
178
$ 553,552
239,412
48,064
55,819
10,870
4,527
12,823
749
41,725
$ 3,644 $ 967,541
Ex-rate
impact
$ 1,797,473
December 31,
2021
$ 536,761
1,592,374
413,581
51,161
67,279
12,578
8,357
17,802
749
50,376
9,459
$ 2,760,477
$ -

-
2,684
3,540
6,469
667
176
96
-
3,901
39,948
$ -
(1,732)
(1,533)
(34)
(111)
(58)
(24)
-
-
(167)
(1,324)
$ 57,481 $ (4,983)

173

January 1,
2021
January 1,
2021
Depreciation Depreciation Disposals Disposals Reclassifica
tion
Reclassifica
tion
Reclassifica
tion
Ex-rate
impact
December 31,
2021
December 31,
2021
Accumulated
depreciation
Buildings $ 450,143 $ 48,170 $ - $ - $ (747) $ 497,566
Machinery
equipment
205,341 28,558 (2,202) 4 3,000 234,701
Tooling equipment 40,950 5,219 (868) - (25) 45,276
Transportation
Equipment
52,275 6,430 (6,559) - (88) 52,058
Computer
communication 8,389 1,418 (159) - (38) 9,610
equipment
Office equipment 6,323 733 - - (20) 7,036
Business equipment 5,763 3,757 - - - 9,520
Lease Improvement 670 58 - - - 728
Other equipment 27,026 4,353 (311) - (80) 30,988
$ 796,880 $ 98,696 $ (10,099) $ 4 $ 2,002 $ 887,483
Net $ 1,923,220 $ 1,872,994
1. Please refer to Note 8 for property, plant and equipment pledged for borrowing.
2. On December 31, 2022 and 2021, the Company's land was partly agricultural land,
and the amount temporarily registered in the name of another person was NT$88,529
thousand. The Company has obtained a certificate of other rights for the land.
(8) Lease Arrangement
1. Right-of-use assets
December 31, 2022 December 31,2021
Land $ 129,803 $ 141,490
Buildings 2,232 4,594
$ 132,035 $ 146,084
January 1,
2022
Depreciation
Disposals Reclassifica
tion
Ex-rate
impact
December
31, 2022
Cost
Land $ 182,835 $ 603 $ - $ 25,080 $ 2,357 $ 210,875
Buildings 5,334 694 (1,634) - - 4,394
$ 188,169 $ 1,297 $ (1,634) $ 25,080 $ 2,357 $ 215,269
January 1,
2022
Depreciation
Disposals Reclassifica
tion
Ex-rate
impact
December
31, 2022
Accumulated
depreciation
Land $ 41,345 $ 14,102 $ - $ 25,080 $ 545 $ 81,072
Buildings 740 1,422 - - - 2,162
$ 42,085 $ 15,524 $ - $ 25,080 $ 545 $ 83,234
Net $ 146,084 $ 132,035

174

January 1,
2021
Depreciation
Cost
Land
$ 183,858 $ -
Buildings
23,088
5,334
Transportati
on
equipment
308
-
$ 207,254 $ 5,334
January 1,
2021
Depreciation
Accumulated
depreciation
Land
$ 27,669 $ 13,734
Buildings
8,668
4,952
Transportati
on
equipment
308
-
$ 36,645 $ 18,686
Net
$ 170,609
2. Lease liabilities
Current
Non-current
Disposals
Reclassifica
tion
$ - $ -
(23,088)
-
(308)
-
$ (23,396) $ -
Disposals
Reclassifica
tion
$ - $ -
(13,116)
236
(308)
-
$ (13,424) $ 236
December31,2022
$ 11,420
918
$ 12,338
Disposals
Reclassifica
tion
$ - $ -
(23,088)
-
(308)
-
$ (23,396) $ -
Disposals
Reclassifica
tion
$ - $ -
(13,116)
236
(308)
-
$ (13,424) $ 236
December31,2022
$ 11,420
918
$ 12,338
Ex-rate
impact
December
31, 2021
$ (1,023) $ 182,835
-
5,334
-
-
$ (1,023) $ 188,169
Ex-rate
impact
December
31, 2021
$ (58) $ 41,345
-
740
-
-
$ (58) $ 42,085
$ 146,084
December31,2021

$ 11,606
12,764

$ 24,370
$
$

$ 11,420
918
$ 12,338

3. Material terms of right-of-use assets

The Company leases many assets with lease terms of 3 to 10 years. The Company does not have purchase options to acquire the assets at the end of the lease terms.

The Company leases land in the People's Republic of China for product manufacturing for a period of 50 years. The lease payment is paid in one lump sum when the contract is signed, and the Company does not have the right to purchase the land at the end of the lease terms.

4. Other lease information

4. Other lease information 4. Other lease information
Expenses relating to short-term and
low-value assets leases
Total cash outflow for leases
(9) Intangible Assets
Goodwill
$ Software
$
2022
$ 1,199
$ 11,410
111.12.31
642
9,726
10,368
2021
$ 2,239
$ 14,914
110.12.31
$ $ 642
11,401
$ $ 12,043

175

January 1,
2022
Depreciation
Disposals
Reclassificat
ion
Ex-rate
impact
December
31, 2022
Cost
Goodwill
$ 642 $ -
$ - $ - $ - $ 642
Software
23,494
1,246
-
-
81
24,821
$ 24,136 $ 1,246 $ - $ - $ 81 $ 25,463
January 1,
2022
Depreciation
Disposals Reclassificati
on
Ex-rate
impact
December
31, 2022
Accumulated
amortization
Software
$ 12,093 $ 2,965 $ - $ - $ 37 $ 15,095
$ 12,093 $ 2,965 $ - $ - $ 37 $ 15,095
Net
$ 12,043
$ 10,368
January 1,
2021
Depreciation
Disposals Reclassificati
on
Ex-rate
impact
December
31, 2021
Cost
Goodwill
$ 642 $ -
$ - $ - $ - $ 642
Software
23,112
4,639
(4,211)
-
(46)
23,494
$ 23,754 $ 4,639 $ (4,211) $ - $ (46) $ 24,136
January 1,
2021
Depreciation
Disposals Reclassificati
on
Ex-rate
impact
December
31, 2021
Accumulated
amortization
Software
$ 13,871 $ 2,406 $ (4,163) $ - $ (21) $ 12,093
$ 13,871 $ 2,406 $ (4,163) $ - $ (21) $ 12,093
Net
$ 9,883
$ 12,043
(10) Net Overdue Receivables
December 31, 2022
December 31, 2021
Overdue receivables
$ 9,732
$ 19,424
Less: Allowance for uncollectible
accounts
(9,732)
(19,424)
$ -
$ -
(11) Other current financial assets
December31,2022
December31,2021
Repatriated Offshore Funds
$ 353,397
$ 317,381
Restricted assets – bank deposits
188,170
3,758
$ 541,567
$ 321,139
Disposals Reclassificat
ion
$ -
-
$ -
Ex-rate
impact
$ -
81
$ 81
December
31, 2022
$ 642
24,821
$ 25,463
$ -
-
$ -
Disposals
$ -
$ -
Disposals

The repatriated offshore funds of the Group approved by National Taxation Bureau, Ministry of Finance according to Regulations Governing the Management Repatriated Offshore Funds will be submitting an investment plan to the Ministry of Economic Affairs within one year of the day when the funds are deposited into the designated foreign exchange deposit account in accordance with Article 8 of the regulation. The investment plan was approved by approval letter no. 111020433960 on September 23, 2021.

176

(12) Short-Term Loans

(12) Short-Term Loans
December 31, 2022 December 31, 2021
Secured loans $ 509,949 $ 310,781
Credit loans 1,445,000 1,025,000
$ 1,954,949 $ 1,335,781
Interest interval 1.3123%-4.9000% 0.5451%-5.0025%
Please refer to Note 8 for guarantees.
(13) Short-term Notes Payable
December 31,2022 December 31,2021
Short-term notes payable $ 290,000 $ 260,000
Less: Discounts on notes payable (359) (93)
$ 289,641 $ 259,907
Interest interval 1.30%-1.78% 0.60%-0.63%
(14) Other Payables
December 31, 2022 December 31, 2021
Other expenses payable $ 101,697 $ 116,916
Employee compensation payable 16,000 12,000
Compensation due to directors and
supervisors
1,800 1,800
Dividends payable 491 491
Payable on equipment and projects 2,379 3,769
Others 6,522 4,583
$ 128,889 $ 139,559
(15) Current provisions
December 31,2022 December 31,2021
Warranty $ 5,272 $ 4,355
Employee benefits 7,173 8,579
$ 12,445 $ 12,934
January 1,
2022
Additions Reversals Ex-rate
impact
December 31,
2021
Warranty
$
4,355 $ 917 $ - $ - $ 5,272
Employee
benefits
8,579 18 (1,448) 24 7,173
$ 12,934 $ 935 $ (1,448) $ 24 $ 12,445

177

Warranty
Employee
benefits
January 1,
2022
$ 7,927
16,914
$ 24,841
Additions
$ -
154
$ 154
Reversals
$ (3,572)
(8,478)
$ (12,050)
Ex-rate
impact
$ -
(11)
$ (11)
December 31,
2021
$ 4,355
8,579
$ 12,934
  1. The provision for warranty is based on the sales contract, and the management of the Company makes the best estimate based on the historical experience of the product.

  2. Provision for employee benefit refers to the Company's current legal or constructive payment obligations due to past service provided by employees, and when the obligations can be reliably estimated, the amount is recognized as liabilities.

(16) Long-term Loans

Nature of loan
Secured loans
Sum
Less: due within a year
Total
Interest interval
Year due
118
December31,2022
$ -
-
-
$ -
-
December31,2021
$ 62,672
62,672
-
$ 62,672
0.3800~3.9000%

Please refer to Note 8 for guarantees provided.

(17) Employee Benefits

  1. Defined benefit plans

  2. The Company has defined benefit plans under the R.O.C. Labor Standards Law that provide benefits based on an employee’s length of service and average monthly salary for the six-month period prior to retirement. The Company contributes an amount equal to 2% of salaries paid each month to their respective pension funds (the Funds), which are administered by the Labor Pension Fund Supervisory Committee (the Committee) and deposited in the Committee’s name in the Bank of Taiwan. Before the end of each year, the Company assesses the balance in the Funds. The Funds are operated and managed by the government’s designated authorities; as such, the Company does not have any right to intervene in the investments of the Funds.

The present value of defined benefit obligation is calculated by a qualified actuary. The main assumptions of the actuarial on the measurement date are listed below:

  • (1) Assumptions of the actuarial on the measurement date:
December31, 2022 December31,2021 December31,2021
Discount rate 1.400% 0.750%
Expected salary adjustment rate 2.500% 2.500%
(2) The amount of pension expenses recognized in the consolidated comprehensive
income statement for the defined benefit plan is listed as follows:
2022 2021
Current service cost $ 235 $ 288
Net interest expense 273 147
Interest income from plan assets (180) (106)
Recognized in profit or loss 328 329
Remeasurement
Actuarial loss arising from
experience adjustments
743 1,002

178

Actuarial loss arising from
changes in demographic
assumptions
Actuarial gain arising from
changes in financial assumptions
Return on plan assets
Recognized in other
comprehensive income
Total
-
(1,858)
(2,181)
(3,296)
$ (2,968)
1,974
(1,517)
(424)
1,035
$ 1,364

The pension costs of the aforementioned defined benefit plans were recognized in profit or loss by the following categories:

2022 2021 2021
Cost of revenue $ 624 $ 654
Marketing expenses 71 93
General and administrative 62 87
expenses
Research and development 70 72
expenses
Others (499) (577)
$ 328 $ 329
(3) The amounts arising from the defined benefit obligation of the Company were
recognized in the consolidated balance sheets by the following categories:
December 31, 2022 December 31, 2021
Present value of defined benefit
obligation
$ 28,824 $ 36,351
Fair value of plan assets (19,833) (23,557)
Net defined benefit liability $ 8,991 $ 12,794
(4) Movements in the present value of the defined benefit obligation were as
follows:
2022 2021
Balance, beginning of year $ 36,351 $ 43,218
Current service cost 235 288
Interest expense, net 273 147
Remeasurement:
Actuarial loss arising from
experience adjustments
743 1,002
Actuarial loss arising from
changes in demographic - 1,974
assumptions

179

Actuarial gain arising from
changes in financial (1,858) (1,517)
assumptions
Benefits paid from plan assets (6,920) (8,761)
Balance, end of year $ 28,824 $ 36,351
(5) Movements in the fair value of the plan assets were as follows:
2022 2021
Balance, beginning of year $ 23,557 $ 30,881
Interest income 180 106
Remeasurement:
Return on plan assets 2,181 424
Contributions from employer 835 907
Benefits paid from plan assets (6,920) (8,761)
Balance, end of year $ 19,833 $ 23,557

The Company expected to allocate NT$835 thousand within a year after December 31, 2022.

  1. Defined contribution plans

The plan under the R.O.C. Labor Pension Act (the “Act”) is deemed a defined contribution plan. Pursuant to the Act, the Company has made monthly contributions equal to 6% of each employee’s monthly salary to employees’ pension accounts.

Shanghai Zhuwei Mechantronic Co., Ltd., Awea Mechantronic (Suzhou) Ltd., and Yih Chuan Machinery Industry (Jiaxing) Co., Ltd. adopted defined contribution plan, in which the companies allocate pension fund monthly to employees’ personal pension insurance accounts. The accounts are completely separate from the companies and will transfer with employee when they leave the companies. The amount that should be allocated is listed as the current expense. B-Way (Cayman) 、 、 Co., Ltd Billion-Way (Cayman) Co., Ltd AXTRON INT’L INVESTMENT CO.,

LTD and AXTRON INT’L INVESTMENT LIMITED do not have full time employee, therefore there is no respective pension plans.

Accordingly, the Company recognized expenses of NT$20,276 thousand and NT$16,699 thousand for the years ended December 31, 2022 and 2021, respectively.

(18) Capital Stock

On December 31, 2022, the authorized common stock capital is NT$1,000,000 thousand, the paid-in capital is NT$965,942 thousand, with a par value of NT$10 per share, divided into 96,594,171 shares.

(19) Capital Surplus

  1. According to the provisions of the Company Law, the capital surplus shall not be used except for making up for the Company's losses and appropriating capital. If the Company does not use the surplus reserve to make up for capital losses and if there is still a deficiency, it may not use the capital reserve to make up for it.

  2. In accordance with the provisions of the Company Law, the premium obtained from the issuance of stocks exceeding the par value and the capital surplus obtained from the receipt of gifts may be used to make up for losses. Replenishment of capital is limited to a certain percentage of paid-in capital every year. In addition, changes in

180

ownership interests in subsidiaries are recognized to offset losses.

(20) Retained Earnings

The statutory surplus reserve shall be appropriated until its total amount reaches the total paid-in capital. The legal capital reserve may be used to offset a deficit or be distributed as dividends in cash or stocks for the portion more than 25% of the paid-in capital if the Company incurs no loss.

The Company recognize and reverse special reserve according to No. 1090150022 letter issued from FSC and “Applicable questions and answers for the provision of special surplus reserve after the adoption of IFRSs”. If there is a subsequent reversal of the balance of the deduction of other shareholders' equity, the surplus may be distributed based on the reversal.

According to the Company's Articles of Incorporation, the Company's net profit after the annual final accounts, in addition to paying taxes and making up for previous years' losses according to law, should set aside 10% as a legal reserve and a special reserve according to law, then adding the undistributed earnings of the previous year to its balance and retaining part of the balance for the funds needed for enterprise growth, the Board of Directors will draw up a earning distribution proposal and submit it to the shareholders' meeting for resolution on distribution.

The Company's shareholders' regular meeting passed resolutions of earning distribution plans on June 15, 2022 and August 18, 2021, respectively, as follows:

Legal reserve
Distribution:
Capital surplus
Cash dividends
Earning distribution plan
2021
2020
$ 13,278
$ 38,245
28,979
48,297
115,913
193,188
Cash dividends per share
~~NT$~~
Cash dividends per share
~~NT$~~
2021
$ 13,278
28,979
115,913
~~()~~
2021
2020
$ 0.3
$ 0.5
1.2
2.0
$ 0.5
2.0

Aforementioned earning distribution is no different from the board resolutions of the Company on March 15, 2022 and March 17, 2021.

For the distribution of profits proposed by the Board of Directors and resolutions of the shareholders' meeting, please visit the "Market Observation Post System" of Taiwan Stock Exchange.

The appropriations of 2022 yearly earnings approved by the Company’s Board of Directors’ resolution on March 13, 2023 is as below:

Legal reserve
Distribution:
Cash dividends
Earning distribution
plan
2022
$ 35,790
154,551
Cash dividends per
share (NT$)
2022
1.6

The earning distribution plan of 2022 is still waiting for shareholders’ meeting resolution expected on June 7, 2023.

(21) Others

The exchange difference in the translation adjustment of foreign operations’ financial

181

statements refers to the relevant exchange differences arising from the translation of the functional currency to the Company’s expression currency (i.e., New Taiwan Dollars) of foreign operations’ net assets, and is listed directly under other comprehensive income. The other comprehensive income recognized in the year ended December 31, 2022 and 2021 are NT$18,524 thousand and NT$19,592 thousand, respectively.

(22) Non-controlling Interest

Balance, beginning of year
Portions of non-controlling interest
Net income (loss)
Other comprehensive income
Balance, end of year
(23) Operating Income
Total operating income
Less: sales returns and discounts
Sale of product
Maintenance and other income
1.Revenue breakdown
Major sales market by geography:
Domestic
Foreign
Asia
America
Europe
Other countries
2022
$ 119,261
(4,856)
1,114
$ 115,519
2022
$ 3,108,963
(8,446)
$ 3,100,517
2022
$ 2,957,565
142,952
$ 3,100,517
2022
$ 806,651
1,483,083
377,286
427,914
5,583
$ 3,100,517
2021
$ 128,625
(8,827)
(537)
$ 119,261
2021
$ 3,641,711
(10,755)
$ 3,630,956
2021
$ 3,417,479
213,477
$ 3,630,956
2021
$ 1,019,178
1,921,006
281,598
401,651
7,523
$ 3,630,956

2. Contract balance

(1) The changes in the contract liability balances primarily result from the timing difference between the satisfaction of performance obligation and the customer’s payment.

182

December 31, 2022
December 31, 2021
Contract liabilities
$ 225,013
$ 220,951
(2) Revenue of the year from the beginning balance of contract liability:
2022
2021
Sales revenue
$ 201,348
$ 205,408
(24) Other Income
2022
2021
Rental income
$ 11,570
$ 11,237
Dividend income
18,114
1,724
Other income
16,327
22,483
$ 46,011
$ 35,444
(25) Other Gain or Loss
2022
2021
Foreign exchange gain (loss)
$ 127,208
$ (66,718)
Net gain or loss on disposals of
property, plant and equipment
211
1,499
Proceeds from disposal of financial
assets
2,095
-
Net (loss) gain on financial instruments
at FVTPL
(11,149)
7,073
Others
(565)
(194)
$ 117,800
$ (58,340)
(26) Finance Cost
2022
2021
Interest expense from bank loans
$ 25,834
$ 14,106
Interest expense from lease liabilities
168
335
$ 26,002
$ 14,441
(27) Employee Benefits, Depreciation and Amortization Expense
2022
Recognized in
cost of revenue
Recognized in
operating
expenses
Total
Employee benefits
expense
Salary expense
$ 221,718
$ 149,619
$ 371,337
Labor and health
insurance expense
20,787
12,855
33,642
Pension expense
13,174
7,929
21,103
Director's remuneration
-
2,440
2,440
Other employee benefit
7,324
6,471
13,795
December 31, 2022
December 31, 2021
Contract liabilities
$ 225,013
$ 220,951
(2) Revenue of the year from the beginning balance of contract liability:
2022
2021
Sales revenue
$ 201,348
$ 205,408
(24) Other Income
2022
2021
Rental income
$ 11,570
$ 11,237
Dividend income
18,114
1,724
Other income
16,327
22,483
$ 46,011
$ 35,444
(25) Other Gain or Loss
2022
2021
Foreign exchange gain (loss)
$ 127,208
$ (66,718)
Net gain or loss on disposals of
property, plant and equipment
211
1,499
Proceeds from disposal of financial
assets
2,095
-
Net (loss) gain on financial instruments
at FVTPL
(11,149)
7,073
Others
(565)
(194)
$ 117,800
$ (58,340)
(26) Finance Cost
2022
2021
Interest expense from bank loans
$ 25,834
$ 14,106
Interest expense from lease liabilities
168
335
$ 26,002
$ 14,441
(27) Employee Benefits, Depreciation and Amortization Expense
2022
Recognized in
cost of revenue
Recognized in
operating
expenses
Total
Employee benefits
expense
Salary expense
$ 221,718
$ 149,619
$ 371,337
Labor and health
insurance expense
20,787
12,855
33,642
Pension expense
13,174
7,929
21,103
Director's remuneration
-
2,440
2,440
Other employee benefit
7,324
6,471
13,795
December 31, 2022
December 31, 2021
Contract liabilities
$ 225,013
$ 220,951
(2) Revenue of the year from the beginning balance of contract liability:
2022
2021
Sales revenue
$ 201,348
$ 205,408
(24) Other Income
2022
2021
Rental income
$ 11,570
$ 11,237
Dividend income
18,114
1,724
Other income
16,327
22,483
$ 46,011
$ 35,444
(25) Other Gain or Loss
2022
2021
Foreign exchange gain (loss)
$ 127,208
$ (66,718)
Net gain or loss on disposals of
property, plant and equipment
211
1,499
Proceeds from disposal of financial
assets
2,095
-
Net (loss) gain on financial instruments
at FVTPL
(11,149)
7,073
Others
(565)
(194)
$ 117,800
$ (58,340)
(26) Finance Cost
2022
2021
Interest expense from bank loans
$ 25,834
$ 14,106
Interest expense from lease liabilities
168
335
$ 26,002
$ 14,441
(27) Employee Benefits, Depreciation and Amortization Expense
2022
Recognized in
cost of revenue
Recognized in
operating
expenses
Total
Employee benefits
expense
Salary expense
$ 221,718
$ 149,619
$ 371,337
Labor and health
insurance expense
20,787
12,855
33,642
Pension expense
13,174
7,929
21,103
Director's remuneration
-
2,440
2,440
Other employee benefit
7,324
6,471
13,795
December 31, 2021 December 31, 2021
$ 220,951
$ 205,408
2021
$ 11,237
1,724
22,483
$ 35,444
2021
$ (66,718)
1,499
-
7,073
(194)
$ (58,340)
2021
$ 14,106
335
$ 14,441
Recognized in
cost of revenue
$ 221,718
20,787
13,174
-
7,324
Recognized in
operating
expenses
Total
$ 149,619
12,855
7,929
2,440
6,471
$ 371,337
33,642
21,103
2,440
13,795

183

expenses
Depreciation expense
Amortization expense
Employee benefits
expense
Salary expense
Labor and health
insurance expense
Pension expense
Director's remuneration
Other employee benefit
expenses
Depreciation expense
Amortization expense
87,623
517
27,457
2,448
2021
115,080
2,965
Recognized in
cost of revenue
$ 235,637
20,182
10,913
-
7,493
89,227
228
Recognized in
operating
expenses
$ 136,226
12,559
6,692
3,715
6,598
28,155
2,178
Total
$ 371,863
32,741
17,605
3,715
14,091
117,382
2,406

On December 31, 2022 and 2021, the Company has 594 and 637 employees, respectively, and 5 of which are non- part-time employee directors.

According to the Company’s Articles of Incorporation, the Company shall allocate profit sharing of no less than 3% - 8% to employees and no more than 2% to directors. The Company's subordinate employees who meet certain conditions may be allocated the above-mentioned employee remuneration, and the conditions and methods shall be determined by the Board of Directors. However, if the Company still has accumulated losses, it shall reserve the compensation amount in advance.

The Company estimated employee remuneration at NT$16,000 thousand and directors and supervisors' remuneration at NT$1,800 thousand for the year ended December 31, 2022. The basis of the estimation is based on the experience of actual distribution, considering the net profit of the current period and the ratio stipulated in Company’s Articles of Incorporation, and recognized as the operating cost or operating expenses of the year. If there is a discrepancy between the actual distribution amount and the estimated amount in the next year, it shall be treated as a change in accounting estimate, and the difference shall be recognized as profit or loss for the next year. Related information can be found on Market Observation Post System.

The Company recognized employee remuneration at NT$12,000 thousand and directors and supervisors' remuneration at NT$1,800 thousand for the year ended December 31, 2021. Related information can be found on Market Observation Post System. Actual amount distributed is no different from the estimation.

The Company’s salary policies (including directors, supervisors, managers, and employees) are as below:

  1. Directors’ compensation

The Company's general directors and independent directors' compensation policy is determined according to their responsibilities, risks, invested time and other factors. According to the Company’s Articles of Incorporation, the compensation of the chairman, vice chairman and directors of the Company shall be determined by the Board of Directors according to the degree of participation in the operation of the Company and the value of their contribution, as well as the average level of domestic

184

and foreign industries. The Company’s Articles of Incorporation also stipulate that directors' compensation shall not exceed 2% of the annual profit.

  1. Compensation to the supervisors

The Company replaced supervisor system with the audit committee since June 2020.

  1. Compensation to the managers

  2. Compensation to the managers is determined by the position, contribution, company’s operation performance of the Company of the year, and considers future risk. It is reviewed by Compensation Committee and sent to Board of Directors for resolution.

  3. Compensation to the employees Compensation to the employees includes monthly payment and unscheduled performance bonus, year-end bonus, and employee compensation based on the Company’s profitability. The Company’s Articles of Incorporation stipulate that employees’ compensation should be no less than 3% - 8% of annual profit. The competitive compensation to the employees of subsidiaries (oversea) is determined not only according to local labor market, but also distribute annual bonus according to local regulations, industry practice, and each subsidiary’s performance as a whole, to encourage employee’s contribution and their growth with the Company.

(28) Income Tax

  1. Income tax expense

Income tax expense of the year ended December 31, 2022 and 2021 consisted of the following:

Current income tax expense:
Recognized in the current year
Income Tax on Repatriation of Overseas
Surplus
Adjustments on prior years
Deferred income tax expense:
The origination and reversal of temporary
differences
Income tax expense
(1) Income tax expense recognized in
2022 and 2021 was as follows:
Income before tax
Income tax expense at the statutory rate
Tax effect of adjusting items:
Non-included items in determining
taxable income
Effect of different applicable tax rates of
the parent company and the subsidiaries
Tax-exempt income
Income tax on repatriation of overseas
Surplus
Adjustments on prior years
Net change in deferred income tax
Temporary differences
2022
2021
$ 75,692
$ 54,663
-
43,030
735
3,813
34,074
14,261
$ 110,501
$ 115,767
profit or loss of the year ended December 31,
2022
2021
$ 459,788
$ 237,800
$ 91,957
$ 47,560
28,042
999
(27,560)
17,722
(16,747)
(11,618)
-
43,030
735
3,813
34,074
14,261
2021
$ 54,663
43,030
3,813
14,261
$ 115,767
$ 237,800
$ 47,560
999
17,722
(11,618)
43,030
3,813
14,261
  • (1) Income tax expense recognized in profit or loss of the year ended December 31, 2022 and 2021 was as follows:

185

Income tax expense recognized in profit or loss

$ 110,501 $ 115,767

  • (2) Income tax expense recognized in other comprehensive income and loss of the year ended December 31, 2022 and 2021 was as follows:
Items are not reclassified to profit or
loss subsequently
Remeasurement of defined benefit
plan
Items may be reclassified to profit or
loss subsequently
Exchange difference on translation
of financial statements of foreign
operations
2022
$ 659
$ 4,631
2021
$ (207)
$ 4,898
  1. The analysis of deferred income tax assets and liabilities was as follows:
Allowance for bad debts exceeded
Unrealized exchange losses
Unrealized loss on inventories
Unrealized sales profit
Unrealized no vacation bonus
Unrealized warranty expense
Loss write-off
Pension exceeded and actuarial loss
Exchange difference on translation of
financial statements of foreign operations
Investment offset - resource poor areas
Others
Subsidiaries, associates and
joint venture profit and loss share
Deferred income tax assets Deferred income tax assets
December 31, 2022
December 31, 2021
$ 3,285
$ 8,734
(21,495)
8,580
82,583
74,935
6,765
5,784
1,309
1,522
1,054
871
18,625
18,977
1,785
2,544
7,302
11,933
-
14,250
70
80
$ 101,283
$ 148,210
Deferred income tax liabilities
December 31, 2021
$ 8,734
8,580
74,935
5,784
1,522
871
18,977
2,544
11,933
14,250
80
$ 148,210
December 31, 2022
$ 112,224
$ 112,224
December 31, 2021
$ 121,459
$ 121,459

186

Year ended December 31,
2022
Temporary differences
Allowance for bad debts
exceeded
Unrealized exchange losses
Unrealized loss on
inventories
Unrealized sales profit
Unrealized no vacation
bonus
Unrealized warranty
expense
Loss write-off
Pension exceeded and
actuarial loss
Exchange difference on
translation of financial
statements of foreign
operations
Investment offset - resource
poor areas
Others
Total deferred income tax
assets
Subsidiaries, associates and
joint venture profit and loss
share
Unrealized exchange
income or loss
Total deferred income tax
liabilities
Balance,
beginning of
the year
$ 8,734
8,580
74,935
5,784
1,522
871
18,977
2,544
11,933
14,250
80
$ 148,210
$ 121,459
-
$ 121,459
Recognized
in profit or
loss
Recognized in
other
comprehensive
income
Ex-rate
impact
Balance,
end of the
year
$ (5,885)
(30,075)
6,418
981
(219)
183
(352)
(100)
-
(14,250)
(10)
$ -
-
-
-
-
-
-
(659)
(4,631)
-
-
$ 436
-
1,230
-
6
-
-
-
-
-
-
$ 3,285
(21,495)
82,583
6,765
1,309
1,054
18,625
1,785
7,302
-
70
$ (43,309) $ (5,290) $ 1,672 $ 101,283
$ (9,497)
262
$ -
-
$ -
-
$ 111,962
262
$ (9,235) $ - $ - $ 112,224

187

Year ended December 31, 2021
Temporary differences
Allowance for bad debts
exceeded
Unrealized exchange losses
Unrealized loss on inventories
Unrealized sales profit
Unrealized no vacation bonus
Unrealized warranty expense
Loss write-off
Pension exceeded and actuarial
loss
Exchange difference on
translation of financial
statements of foreign
operations
Investment offset - resource
poor areas
Others
Loss write-off
Total deferred income tax assets
Subsidiaries, associates
andjoint venture profit and
loss share
Adjustments to actuarial
reports
Total deferred income tax
liabilities
Balance,
beginning
of the year
Recognized
in profit or
loss
Recognized
in other
comprehen
sive
income
Ex-rate
impact
Balance,
end of the
year
$ 6,716
7,257
67,795
6,564
3,200
1,585
16,372
2,477
16,831
21,761
3,935
91
$ 2,177
1,323
4,706
(780)
(1,695)
(714)
2,605
(116)
-
(7,511)
(3,935)
(11)
$ -
-
-
-
-
-
-
183
(4,898)
-
-
-
$ (159)
-
2,434
-
17
-
-
-
-
-
-
-
$ 8,734
8,580
74,935
5,784
1,522
871
18,977
2,544
11,933
14,250
-
80
$ 154,584 $ (3,951) $ (4,715) $ 2,292 $ 148,210
$ 111,149
24
$ 10,310
-
$ -
(24)
$ -
-
$ 121,459
-
$ 111,173 $ 10,310 $ (24) $ - $ 121,459
  1. Investment offset related information:

The Company chooses to apply Article 10-1.1 of the Statute for Industrial Innovation for investment credits in research and development expenses and offsets current year income tax payable within the limit of 15% of the amount of research and development expenses declared in the current year that comply with the relevant regulations.

The Company chooses to apply investment credits related to company or limited partnership investment in smart machines, 5th-generation mobile networks, and cyber security products and offset current year income tax payable within 5% of the expenditure amount of cyber security products declared.

  1. On December 31, 2022, according to the Statute for Upgrading Industries, estimated tax amount that can be deducted from income tax of the Company has been fully deducted this year.

  2. The Company's income tax settlement declaration as of 2019 has been approved by the competent taxation agency.

188

(29) Earnings Per Share

ings Per Share
Basic EPS
Net profit attributable to ordinary
shareholders of the parent
company
Diluted EPS
Net profit attributable to ordinary
shareholders of the parent
company
Effects of all dilutive potential
common shares – employee
compensation
Net income available to common
shareholders plus effects of
potential common shares
Basic EPS
Net profit attributable to ordinary
shareholders of the parent
company
Diluted EPS
Net profit attributable to ordinary
shareholders of the parent
company
Effects of all dilutive potential
common shares – employee
compensation
Net income available to common
shareholders plus effects of
potential common shares
Year ended December 31, 2022
Amount
Weighted
average
number of
shares
outstanding
(thousand
shares)
EPS (in NT
dollars)
$ 354,143
96,594
$ 3.67
$ 354,143
96,594
-
516
$ 354,143
97,110
$ 3.65
Year ended December 31, 2021
Amount
$ 130,860
$ 130,860
-
$ 130,860
Weighted
average
number of
shares
outstanding
(thousand
shares)
EPS (in NT
dollars)
96,594
$ 1.35
96,594
361
96,955
$ 1.35

If the Company can choose to distribute compensate to employees with stock or cash, when calculating diluted EPS, employee compensation in the form of stock will be

189

calculating diluted EPS with the weighted average number of outstanding shares that includes the potential common stocks when they have a dilutive effect. When calculating diluted EPS, the net value of the potential common stock on the balance sheet date is used as the basis for judging the number of issued shares. When calculating the diluted EPS before the next year's shareholders' meeting resolution on the number of shares issued for employee compensation, the dilution effect of these previous ordinary shares should continue to be considered.

(30) Capital Management

In consideration of the industry dynamics, the future development of the Company, and the environmental changes, the Company manages its capital in a manner to ensure that it has sufficient and necessary financial resources to fund its working capital needs and dividend payments to maintain its existing operations and give back to shareholders while taking into account the interests of other stakeholders, and maintain an optimal capital structure to enhance shareholder value in the long run.

The management of the Company regularly reviews the capital structure and considers the possible costs and risks involved. In general, the Company adopts a prudent risk management strategy.

(31) Additional Cash Flow Information

Investment activities with only partial cash payments:

Additions of property, plant and
equipment
Add: Payable on equipment,
beginning of the year
加: Interest capitalization
Less: Payable on equipment, end of
the year
Cash paid in the year
2022
$ 20,949
3,769
-
(2,378)
$ 22,340
2021
$ 57,481
4,392
-
(3,769)
$ 58,104

7. RELATED PARTY TRANSACTIONS

  • (1) Parent Company and the ultimate controlling party

Goodway Machine Corp. is the ultimate controlling party of the group that the Company is in.

  • (2) Related party name and Relationship
Related Party Name
Goodway Machine Corp.
YAMA SEIKI USA,INC.
Goodway Machine Corp. (Wujiang)
Huahan Leasing Co., Ltd.
Allrich Cnc, Ltd.
HUNG JIU MACHINE CO., LTD.
Relationship with the Company
Ultimate parent company
Associates
Associates
Associates
Substantial related parties
Substantial related parties

190

Yang Wenxu Charity Foundation Substantial related parties
Turvo International Co., Ltd. Other related parties
Boldwin Bio Co., Ltd. Other related parties
AXTRON INVESTMENT CO., LTD Other related parties
FITTECH CO., LTD. Other related parties
  • (3) Significant transactions with the related parties

The transactions, balance income and expenses between the Company and its subsidiaries are all written off when consolidated. Therefore, they are not disclosed in the Notes. Transaction between the Company and other related parties:

  1. Sales
Sales
Parent
Associates
Substantial related
parties
Other related parties
2022
$ 1,396
296,207
-
1
$ 297,604
2021
$ 4,648
179,715
-
39,610
$ 223,973

The specifications of the products sold by the Company to related parties are different, so there are no other customers for comparison. The Company's sales to related parties and general customer collection conditions are determined in accordance with the contract.

  1. Purchases
Purchases
Parent
Associates
Substantial related
parties
2022
$ 396
247
3,573
$ 4,216
2021
$ 15,139
8,206
4,889
$ 28,234

Transition price of purchase from related parties are close to general transactions. 3. Net notes receivable

Net notes receivable
Parent
Associates
Other related parties
December 31, 2022
$ 1,030
3,244
-
$ 4,274
December 31, 2021
$ 1,623
-
2,142
$ 3,765

191

4. Net accounts receivable

4. Net accounts receivable
Parent
Associates
5. Other receivables
Parent
6. Notes payable
Parent
Substantial related
parties
7. Accounts payable
Parent
Substantial related
parties
8. Other payables
Parent
Associates
Other related parties
9. Prepayments
Parent
Other related parties
December 31, 2022
$ 170
33,396
$ 33,566
December 31, 2022
$ -
December 31, 2022
$ 146
368
$ 514
December 31, 2022
$ 40
759
$ 799
December 31, 2022
$ 1,178
819
10
$ 2,007
December 31, 2022
$ 29
48
$ 77
December 31, 2021
$ 240
13,570
$ 13,810
December 31, 2021
$ 174
December 31, 2021
$ 16,848
186
$ 17,034
December 31, 2021
$ 101
490
$ 591
December 31, 2021
$ 1,023
442
11
$ 1,476
December 31, 2021
$ 1,050
48
$ 1,098

192

10. Advance receipts

10. Advance receipts
December 31, 2022 December 31, 2021
Parent $ 1,045 $ 160
Associates 9,550 426
$ 10,595 $ 586
11. Current lease liabilities
December 31, 2022 December 31, 2021
Parent $ 1,190 $ 1,770
12. Non-current lease liabilities
December 31, 2022 December 31, 2021
Parent $ 499 $ 2,833
13. Property transactions
(1) Acquisition of property, plant and equipment
2022 2021
Parent $ - $ 148
Other related
parties
- 4,069
$ - $ 4,217

(2) Disposal of property, plant and equipment

Parent
Parent
14. Leases
Rent income
Parent
Rent expense
Parent
Substantial related
parties
2022
Items
Proceeds
Gains
Machinery
equipment
$ 23
$ 8
2021
Items
Proceeds
Gains
Transportation
equipment
$ 1,095
$ 1,095
2022
2021
$ 1,110
$ 960
2022
2021
$ 120
$ 840
-
3,104
$ 120
$ 3,944
2022 2022 2022
Proceeds
Gains
$ 23
$ 8
2021
Gains
$ 8
Gains
$ 1,095
2021
960
$ $ 2021
840
3,104
3,944

193

15. Others

Others
Other income
Parent
Associates
Interest income
Substantial related
parties
Manufacturing
expenses
Parent
Associates
Substantial related
parties
Other related parties
Marketing expense
Parent
Associates
Other related parties
Management expense
Parent
Associates
Substantial related
parties
Research and
development expense
Other related parties
2022
$ 461
84
$ 545
2022
$ -
2022
$ 770
7
-
66
$ 843
2022
$ 2,392
10
77
$ 2,479
2022
$ 44
5,691
-
$ 5,735
2022
$ -
2021
$ 628
60
$ 688
2021
$ 5
2021
$ 1,753
-
880
81
$ 2,714
2021
$ 1,109
288
65
$ 1,462
2021
$ -
5,092
146
$ 5,238
2021
$ 15

194

  1. Compensation of key management personnel
Short-term employee
benefits
Post-employment
benefits
2022
$ 15,382
400
$ 15,782
2021
$ 17,874
515
$ 18,389

The compensation to directors and other key management personnel were determined by the Compensation of the Company in accordance with the individual performance and the Company performance.

8.PLEDGED ASSETS

Detailed list of pledged assets of the Company is as below:

Assets
Property, plant and equipment – land
Property, plant and equipment – buildings
Other current assets – restricted bank
deposits
Right-of-use assets - land use rights
December 31, 2022
$ 377,341
754,425
188,170
94,032
$ 1,413,968
December 31,
2021
$ 377,341
791,593
-
95,929
$ 1,264,863

9.SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED

COMMITMENTS

Significant contingent liabilities and unrecognized commitments of the Company as of the end of the reporting period were as follows:

  • (1) The endorsement guarantee notes issued by the Company are NT$6,699 thousand.

  • (2) The endorsement guarantee notes received from customers are NT$84,656 thousand.

  • (3) The endorsement guarantee note received by the Company from the manufacturer for leasing solar photovoltaics is NT$21,180 thousand.

  • (4) The Company received endorsement guarantee notes of NT$80,000 thousand for loan from its subsidiary – Yih Chuan Machinery Industry Co., Ltd.

  • (5) The Company entrusted First Commercial Bank to open performance guarantee of NT$2,000 for the imported goods to be released first and then pay tax to the Customs.

  • (6) The Company entrusted First Commercial Bank to open performance guarantee of $233USD thousand mainly for commodity import.

10. LOSSES FROM MAJOR DISASTERS: None

11. MAJOR SUBSEQUENT EVENTS: None

12. OTHERS

Financial instruments

  • (1) Fair value of financial instruments

Book value of financial instruments not measured by fair value (including cash equivalent, notes receivable, accounts receivable, other receivables, guarantee deposits paid, short-term loans, short-term notes payable, notes payable, accounts payable, other payables, bonds payable, long-term loans and guarantee deposits received) is a reasonable approximation of fair value. Bonds payable (including put option due or execute within one year) and long-term loans’ interest rates are close to market rate, so the carrying amount should be a reasonable basis for estimating fair value. Please refer to Note 12 (6) for fair value of financial instrument measured by fair value.

195

  • (2) Financial risk management objectives

The Company manages its exposure to foreign currency risk, interest rate risk, equity price risk, credit risk and liquidity risk with the objective to reduce the potentially adverse effects the market uncertainties may have on its financial performance. The plans for material treasury activities are reviewed by the Board of Directors in accordance with procedures required by relevant regulations or internal controls. During the implementation of such plans, the Company must comply with certain treasury procedures that provide guiding principles for overall financial risk management and segregation of duties.

  • (3) Market risks

The Company is exposed to the financial market risks, primarily changes in foreign currency exchange rates, interest rates and equity investment prices. A portion of these risks is hedged.

1. Foreign currency risk

Part of the Company's cash inflows and outflows are in foreign currency, so there is a natural hedging effect. The Company's exchange rate risk management is for the purpose of avoiding risks, not for the purpose of profit.

The management strategy for exchange rate risk is to examine the net positions of assets and liabilities in various currencies periodically and conduct risk management to the net positions.

At the reporting date, the book value of the Company’s monetary assets and liabilities denominated in foreign currencies were as follows:

In thousands of New Taiwan Dollar and foreign currencies

In thousands of New Taiwan
Dollar and foreign currencies
In thousands of New Taiwan
Dollar and foreign currencies
In thousands of New Taiwan
Dollar and foreign currencies
In thousands of New Taiwan
Dollar and foreign currencies
Financial assets
Monetary items
USD
EUR
RMB
AUD
Non-monetary
items
USD
Financial liabilities
Monetary items
USD
JPY
RMB
Non-monetary
items
USD
December 31, 2022
Foreign
currencies
57,809
3,014
8,906
1
-
150
2,869
90
1,551
Exchange
rate
(Note)
30.66
32.52
4.383
20.73
-
30.66
0.2304
4.383
30.66
NT Dollar
1,772,424
98,015
39,035
21
-
4,599
661
394
47,554
Sensitivity analysis
Rate of
change
5%
5%
5%
5%
-
5%
5%
5%
-
Profit or
loss
impact
88,621
4,901
1,952
1
-
230
33
20
-
Equity
impact
-
-
-
-
-
-
-
-
-

196

In thousands of New Taiwan Dollar and foreign currencies

December 31, 2021

Financial assets
Monetary items
USD
EUR
RMB
AUD
Non-monetary
items
USD
Financial liabilities
Monetary items
USD
EUR
JPY
RMB
Non-monetary
items
USD
RMB
Foreign
currencies
43,608
4,332
27,166
1
2,006
817
1
7,866
119
2,022
290
Exchange
rate
(Note)
27.63
31.12
4.319
19.98
27.63
27.63
31.12
0.2385
4.319
27.63
4.319
NT Dollar
1,204,889
134,812
117,330
20
55,426
22,574
31
1,876
514
55,868
1,253
Foreign currencies Foreign currencies Foreign currencies
Rate of
change
5%
5%
5%
5%
-
5%
5%
5%
5%
-
-
Profit or
loss
impact
60,244
6,741
5,867
1
-
1,129
2
94
26
-
-
Equity
impact
-
-
-
-
-
-
-
-
-
-
-

Note. Using exchange rate of the balance sheets date.

  1. Interest rate risk

Interest rate risk refers to the risk of changes in the fair value of financial instruments due to changes in market interest rates. The Company is exposed to interest rate risks primarily in relation to its bank loans.

Assuming that the floating rate loan at the end of the reporting period is held throughout the reporting period, when the interest rate increases by 1%, the Company's net profit will decrease by NT$22,446 thousand.

  1. Other price risk

  2. The Company is exposed to equity price risk arising from financial assets at FVTPL and at FVTOCI.

Assuming a decrease of 10% in prices of the equity investments at the end of the reporting period for the years ended December 31, 2022 and 2021, the profit and loss would have decreased by NT$38,746 thousand and NT$18,925 thousand, respectively.

  • (4) Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial losses to the Company. The Company is exposed to credit risks from operating activities, primarily accounts receivable, and from investing activities like deposits with banks. Credit risk is managed separately for business related and financial related exposures.

  1. Business related credit risk

The Company has established the procedures to maintain the quality of accounts

197

receivable and conduct management and credit risk analysis for each new customer in accordance with the internally specified credit policy. Internal risk control is to evaluate customer credit quality by considering its financial status, past experience and other factors.

The risk assessment of an individual customer is based on the consideration of the customer's financial status, credit rating agency rating, the Company's internal credit rating, historical transaction records and current economic conditions, and many other factors that may affect the customer's ability to pay. The Company will also use certain credit enhancement tools, such as credit insurance, at appropriate times to reduce the credit risk of specific customers.

As of December 31, 2022 and 2021, the Company’s ten largest customers accounted for 60% and 54% of accounts receivable, respectively. The Company considers the concentration of credit risk for the remaining accounts receivable not material.

  1. Financial credit risk

The credit risk of bank deposits is measured and monitored by the financial department of the Company. Since the Company's transaction partners and other parties to the contract are all credit-worthy banks, financial institutions with investment grade and above, and government agencies, there are no major concerns about the performance of the contract, and therefore major credit risk observed.

  • (5) Liquidity risk management

The objective of liquidity risk management is to ensure the Company has sufficient cash and cash equivalents and sufficient lines of credit to fund its business operations and maintain adequate financial flexibility.

The table below summarizes the maturity profile of the Company’s financial liabilities based on expiry date and contractual undiscounted payments:

Non-derivative financial
liabilities
Short-term loans
Short-term notes payable
Notes payable (including
related parties)
Accounts payable (including
related parties)
Other payables (including
related parties)
Provision
Lease liabilities (including
related parties)
Long-term loans (including
long-term loans due within
one year or within one
business cycle)
Guarantee deposits received
December 31, 2022 December 31, 2022 December 31, 2022
1 to 3 months
$ 1,556,298
289,641
315,393
200,289
130,896
12,445
2,845
-
2,183
$ 2,509,990
4 to 6 months
$ 256,038
-
78,970
282
-
-
2,851
-
-
$ 338,141
7 months to 1
year
$ 142,613
-
-
234
-
-
5,724
-
-
$ 148,571
More than a
year
$ -
-
-
1,306
-
-
918
-
-
$ 2,224
Total
$ 1,954,949
289,641
394,363
202,111
130,896
12,445
12,338
-
2,183
$ 2,998,926

198

December 31, 2021
Total
$ 1,335,781
259,907
535,268
279,107
141,035
12,934
24,370
62,672
4,173
  • (6) Fair value of financial instruments

  • Please refer to Note 12(1) for financial assets and liabilities not measured by fair value.

  • Fair value measurements are grouped into Levels 1 to 3 based on the degree to which the fair value is observable:

  • (1) Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities. An active market refers to markets that meets all the following conditions: the commodities traded in the market are homogeneous, and willing buyers and sellers can be found in the market at any time and price information is available to the public.

  • (2) Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

  • (3) Level 3 fair value measurements are not based on inputs for the asset or liability that are based on observable market data.

    • There is no transition between level 1 and 2 during the year ended December 31, 2022 and 2021.

    • There is no transition into or out of level 3 during the year ended December 31, 2022 and 2021.

  • The method and assumption that the Company applied to measure fair value are as below:

    • (1) Fair value of financial assets and liabilities with standard terms and conditions and are traded in active market is determined by referencing market quotations.

    • (2) Fair value of other financial liabilities is determined by the generally accepted evaluation model based on discounted cash flow analysis.

  • Fair value hierarchy

     - The following table presents the Company’s financial assets and liabilities measured at fair value:
    

199

Financial assets at FVTPL
Listed (counter) stocks
Financial assets at FVTOCI
Listed (counter) stocks
Financial assets at FVTPL
Listed (counter) stocks
Financial assets at FVTOCI
Listed (counter) stocks
December 31, 2022 December 31, 2022
Level 1
$ 377,002
10,458
$ 387,460
Level 2
Level 3
$ -
$ -
-
-
$ -
$ -
December 31, 2021
Total
$ 377,002
10,458
$ 387,460
Level 1
$ 172,417
16,829
$ 189,246
Level 2
$ -
-
$ -
Level 3
$ -
-
$ -
Total
$ 172,417
16,829
$ 189,246

13. ADDITIONAL DISCLOSURES

(1) Significant transactions:

  1. Financings provided: See Table 1 attached;

  2. Endorsement/guarantee provided: None;

  3. Marketable securities held (excluding investments in subsidiaries, associates and joint ventures): See Table 2 attached;

  4. Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital: None;

  5. Acquisition of individual real estate properties at costs of at least NT$300 million or 20% of the paid-in capital: None;

  6. Disposal of individual real estate properties at prices of at least NT$300 million or 20% of the paid-in capital: None;

  7. Total purchases from or sales to related parties of at least NT$100 million or 20% of the paid-in capital: See Table 3 attached;

  8. Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: None;

  9. Information about the derivative financial instruments’ transaction: See Note 12;

  10. The business relationship between the parent and the subsidiaries and significant transactions between them: See Table 4.

  11. (2) Information on reinvestment business: See Table 5 attached;

  12. (3) Information on investment in mainland China:See Table 6 attached.

  13. (4) Information of major shareholder : See Table 7 attached.

200

Table 1:FINANCINGS PROVIDED

December 31, 2022 December 31, 2022 December 31, 2022 Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise
No.
(Note 1)
Financing
Company
Counterparty Financial
Statement
Account
Relate
d
Party
Maximum
Balance
for the
Period
(Note 3)
Ending
Balance
(Note 4)
Amount
Actually
Drawn
Interest
Rate
Nature for
Financing
Transactio
n
Amounts
Reason for
Financing
Allowance
for Bad
Debt
Collateral Financing
Limits
for Each
Borrowing
Company (Note
2)
Financing
Company’s
Total
Financing
Amount
Limits
(Note 2)

Item
Value
0 AWEA
Mechantronic
Company Limited
Yih Chuan
Machinery
Industry Co.,
Ltd.
Other
receivables
from
related
Yes 230,000
80,000

70,000

1.8%
~
1.925%
The need for
short-term
financing

7,911

Operating
capital


-
promiss
ory note
80,000
325,268
1,301,070
1 Shanghai Zhuwei
Mechantronic Co.,
Ltd.
Awea
Mechantronic
(Suzhou) Ltd.
Other
receivables
from
related
Yes 87,680
87,680

87,660

3.8%
The need for
short-term
financing

-
Operating
capital
- - - 145,953 145,953
1 Shanghai Zhuwei
Mechantronic Co.,
Ltd.
Yih Chuan
Machinery
(Jiaxing)
Industry Co.,
Ltd.
Other
receivables
from
related
parties
Yes 7,451
7,451

7,451
3.65% The need for
short-term
financing

-
Operating
capital
- - - 145,953 145,953

Note 1: information of the numbering column:

(1)Issuer is No. 0.

(2)Invested companies are listed in order from No.1.

Note 2: financing limit to individual counterparty is no more than 10% of net value of the current period, and the total amount of financing should be no more than 40% of net value of the current period.

Note 3: Maximum balance of financing for the period.

Note 4: The maximum balance for the period and ending balance represent the amounts approved by the Board of Directors.

201

Table 2: MARKETABLE SECURITIES HELD (excluding investments in subsidiaries, associates and joint ventures)

December 31, 2022 Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise

Held Company
Name
Marketable Securities Type
and Name
Relationship with the
Company
Financial Statement Account December 31, 2022 December 31, 2022 Note
Share units Carrying
Value
Percentage
of
Ownership
Fair Value
(Note 1)
AWEA
Mechantronic
CompanyLimited
Stock -
AUTECH EUROPE
- Non-Current financial asset at
FVTPL
50 - (Note 2) 5.00% -
AWEA
Mechantronic
CompanyLimited
Stock - P-DUKE
TECHNOLOGY CO., LTD.
- Current financial asset at FVTPL 1,063,852 91,917 1.36% 91,917
AWEA
Mechantronic
CompanyLimited
Stock - TURVO
INTERNATIONAL CO.,
LTD.
Other related parties Current financial asset at FVTPL 2,607,000 263,307 4.32% 263,307
AWEA
Mechantronic
CompanyLimited
Stock - EAGLE COLD
STORAGE ENTERPRISE
CO.,LTD.
- Current financial asset at FVTPL 675,000 14,850 0.57% 14,850
AWEA
Mechantronic
CompanyLimited
Stock - TSMC - Current financial asset at FVTPL 10,000 4,485 - 4,485
AWEA
Mechantronic
CompanyLimited
Stock - Zeng Hsing Industrial
Co., Ltd.
- Current financial asset at FVTPL 20,534 2,443 0.03% 2,443
AWEA
Mechantronic
CompanyLimited
Stock - FITTECH CO., LTD Other related parties Non-Current financial asset at
FVTOCI
118,846 10,458 0.16% 10,458

Note 1: If the invested company has no public market price, it shall be listed according to the net equity value.

Note 2: During the year of 1996, due to the value of the invested company has been impaired and there is little hope of recovery, the amount has been transferred fully to loss.

202

Table 3: TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES OF AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL

December 31, 2022 Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise

Company
Name
Related Party Nature of
Relationships
Transaction Details Transaction Details Transaction Details Abnormal Transaction
(Note 1)
Abnormal Transaction
(Note 1)
Notes/Accounts Payable or
Receivable
Notes/Accounts Payable or
Receivable
Note
Purchase
s/
Sales
Amount
% to
Total
Payment
Terms
Unit Price Payment Terms
Ending
balance
% to
Total
AWEA
Mechantronic
Company
Limited
Awea
Mechantronic
(Suzhou) Ltd.
Indirect subsidiary Sales $ 287,814 12.60% 3 months
after shipped
- - $35,351 4.71% -
AWEA
Mechantronic
Company
Limited
YAMA SEIKI
USA,INC.
Subsidiary Sales $ 240,190 10.52% 3 months
after shipped
- - $33,396 4.45% -

Note 1: The products sold by the Company to related parties Awea Mechantronic (Suzhou) and YAMA SEIKI have different functions, so there are no other customers for comparison. The payment conditions, like for general customers, are determined in accordance with the contract.

203

Table 4. INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS

December 31, 2022 December 31, 2022 Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise
No.
(Note 1)
Company Name Counterparty Relationship with the
Company
(Note 2)
Intercompany Transactions
Financial Statements Item Amount Terms Percentage of Consolidated Net
Revenue or Total Assets
(Note 4)
0 AWEA Mechantronic
Company Limited
Yih Chuan Machinery
Industry Co., Ltd.
1 Sales revenue 7,911 (Note 3) 0.3%
0 AWEA Mechantronic
Company Limited
Yih Chuan Machinery
Industry Co., Ltd.
1 Purchases 22,603 (Note 3) 0.7%
0 AWEA Mechantronic
Company Limited
Yih Chuan Machinery
Industry Co., Ltd.
1 Notes receivable 29 (Note 3) -
0 AWEA Mechantronic
Company Limited
Yih Chuan Machinery
Industry Co., Ltd.
1 Other receivables 70,042 (Note 3) 1.0%
0 AWEA Mechantronic
Company Limited
Yih Chuan Machinery
Industry Co., Ltd.
1 Notes payable 11,256 (Note 3) 0.2%
0 AWEA Mechantronic
Company Limited
Yih Chuan Machinery
Industry Co., Ltd.
1 Accounts payable 709 (Note 3) -
0 AWEA Mechantronic
Company Limited
Yih Chuan Machinery
Industry Co., Ltd.
1 Interest income 1,004 (Note 3) -
0 AWEA Mechantronic
Company Limited
Yih Chuan Machinery
Industry Co., Ltd.
1 Operating cost- after-sales service fee 75 (Note 3) -
0 AWEA Mechantronic
Company Limited
Awea Mechantronic
(Suzhou) Ltd.
1 Sales revenue 287,814 (Note 3) 9.3%
0 AWEA Mechantronic
Company Limited
Awea Mechantronic
(Suzhou) Ltd.
1 Accounts receivable 35,350 (Note 3) 0.5%
0 AWEA Mechantronic
Company Limited
Awea Mechantronic
(Suzhou) Ltd.
1 Other payables 489 (Note 3) -
0 AWEA Mechantronic
Company Limited
Awea Mechantronic
(Suzhou) Ltd.
1 Manufacturing -repair expense 229 (Note 3) -
0 AWEA Mechantronic
Company Limited
Awea Mechantronic
(Suzhou) Ltd.
1 Sales -warranty expense 659 (Note 3) -

204

0 AWEA Mechantronic
Company Limited
Awea Mechantronic
(Suzhou) Ltd.
1 Sales -repair expense 232 (Note 3) -
0 AWEA Mechantronic
Company Limited
Awea Mechantronic
(Suzhou) Ltd.
1 Sales -other expense 175 (Note 3) -
1 Awea Mechantronic
(Suzhou) Ltd.
Shanghai Zhuwei
Mechantronic Co., Ltd.
3 Other payables 87,660 (Note 3) 1.3%
1 Awea Mechantronic
(Suzhou) Ltd.
Shanghai Zhuwei
Mechantronic Co., Ltd.
3 Advance payment 26,298 (Note 3) 0.4%
1 Awea Mechantronic
(Suzhou) Ltd.
Shanghai Zhuwei
Mechantronic Co., Ltd.
3 Interest expense 1,390 (Note 3) -
2 Shanghai Zhuwei
Mechantronic Co.,
Ltd.
Yih Chuan Machinery
(Jiaxing) Industry Co.,
Ltd.
3 Other receivables 7,451 (Note 3) 0.1%
3 Yih Chuan Machinery
Industry Co., Ltd.
Yih Chuan Machinery
(Jiaxing) Industry Co.,
Ltd.
3 Sales revenue 168 (Note 3) -

Note 1: information of the numbering column:

  1. Parent company is No. 0.

  2. Subsidiaries are listed in order from No.1.

Note 2:There are 3 types of transactions with related party, and just mark the number as below:

  1. Parent to subsidiary

  2. Subsidiary to parent

  3. Subsidiary to subsidiary

Note 3: Made according to the contract.

Note 4: The important transactions in this form can be determined by the Company based on the principle of materiality.

205

Table 5: NAMES, LOCATIONS, AND RELATED INFORMATION OF INVESTEES (Excluding Information on Investment in Mainland China) December 31, 2022 Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise

Investor Company Investee Company Location Maian business 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
(Losses) of
the
Investee

Share of
Profits/
Losses
of Investee
(Note 1)
Note
December 31,
2022
December 31,
2021
Shares Percentage of
Ownership

Carrying
Value
AWEA Mechantronic
Company Limited
AWEA Mechantronic
Company Limited
AWEA Mechantronic
Company Limited
AWEA Mechantronic
Company Limited
B-Way
(Cayman) Co., Ltd.
Yih Chuan Machinery
Industry Co., Ltd.
AXTRON INT’L
INVESTMENT CO.,TLD
B-Way (Cayman)
Co., Ltd.
YAMA SEIKI
USA,INC.
Yih Chuan
Machinery
Industry Co., Ltd.
Huahan Leasing Co.,
Ltd.
Billion-Way
(Cayman) Co.,
Ltd.
AXTRON INT’L
INVESTMENT
CO., LTD
AXTRON INT’L
INVESTMENT
LIMITED
Cayman
Islands
USA
Taiwan

Taiwan
Cayman
Islands
Marshall
Islands,
USA
Hong Kong
International
investment and
International trade
Machinery sales and
installation,
International trade
Machinery sales and
retail、product design
Rental of machinery
and equipment
International
investment and
International trade
international
investment and
International trade
International
investment and
International trade
$ 332,212
53,968
264,592
7,333
USD 12,830
(NTD 393,368)
200,000
HKD 10
(NTD 39)
$ 332,212
53,968
264,592
7,333

USD 12,830
(NTD 393,368)
200,000
HKD 10
(NTD 39)
10,665,029
584,192
5,914,800
666,667
12,829,840
50,000
10,000

100.00%

28.58%

60.00%

13.33%

100.00%

100.00%

100.00%
$ 718,246

101,849

173,920

8,001

733,801

230,394

230,394

$ 95,283

22,916

(12,140)

4,097

85,859

(7,257)

(7,257)

$ 95,278

7,236

(7,284)

546

85,859

(7,257)

(7,257)
(Note 1)

-
(Note 1)

-
(Note 1)
(Note 1)
(Note 1)

Note 1: already written-off

206

Table 6: INFORMATION ON INVESTMENT IN MAINLAND CHINA

December 31, 2022 Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise 1. Chinese Invested Company Name, Primary Business Activities, Paid-in Capital, Investment Method, Inflow and Outflow of Funds,

Ownership Percentage, Investment Book Value, and Repatriation of Investment Gain/Loss:

Investee Company Main Businesses Total Amount of
Paid-in Capital
Method of
Investment
(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
(Losses) of
the
Investee
Company
Percentage
of
Ownership
Share of
Profits/
Losses
(Note 2)
Carrying
Amount
as of
Balance as of
December 31,
2022

Accumulated
Inward
Remittance of
Earnings as of
December 31,
2022
Outflow Outflow
Shanghai Zhuwei
Mechantronic Co.,
Ltd.
Machinery sales and
installation, business
management
consultation, and
International trade
USD 2,500
(NTD 76,650)
(Note 3)



2
USD 2,494
(NTD 76,466)
(Note 3)



-

-

USD 2,494
(NTD 76,466)
(Note 3)



$ 3,148

100%

$ 3,667

$143,541

USD 15,438
(NTD 458,016)
(Note 3)
Awea Mechantronic
(Suzhou) Ltd.
Machinery sales and
installation, and
International trade
USD 11,400
(NTD 349,524)
(Note 3)



2
USD 10,400
(NTD 318,864)
(Note 3)



-

-

USD 10,400
(NTD 318,864)
(Note 3)



81,807

100%

81,807

583,296

USD 2,306
CNY 49,580
(NTD 285,977)
Yih Chuan Machinery
(Jiaxing) Industry Co.,
Ltd.
Machinery sales,
manufacturing and
installation, and
International trade
USD 2,510
(NTD 76,957)
(Note 3)



2
USD 2,510
(NTD 76,957)
(Note 3)



-

-

USD 2,510
(NTD 76,957)
(Note 3)



(7,257)

100%

(7,257)

230,394

-

207

2. Upper Limit for reinvestment in Mainland China:

Investee Company Accumulated Outflow of Investment
from Taiwan as of December 31, 2022
Investment Amounts Authorized by
Investment Commission, MOEA
Upper Limit on Investment
The Company $ 395,330 (Note 3)
(USD 12,894)
$ 426,174 (Note 3)
(USD 13,900)
$ 1,951,606 (Note 5)
Yih Chuan Machinery
Industry Co., Ltd.
$ 76,957 (Note 3)
(USD 2,510)
$ 76,957 (Note 3)
(USD 2,510)
$ 173,278(Note 5)

Note 1: The investment methods are divided into the following three types, just indicate the type:

  • (1) Directly go to Mainland China to invest

(2) Reinvest in mainland China through companies in third regions

  • (3) Other methods

Note 2: investment profit or loss is recognized based on financial reports audited of the same period.

Note 3: Amount in New Taiwan Dollar is exchanged according to the exchange rate on balance sheet date.

  • Note 4: Dawea Mechantronic (Suzhou) Ltd. merged with Awea Mechantronic (Suzhou) Ltd. in September 2020, and Awea Mechantronic (Suzhou) Ltd. is the existing company after the merger. This merger case has been approved and put on record by the Investment Commission, MOEA in July 2021 through letter No. 11000165350.

  • Note 5: The upper limit on investment in mainland China is determined by sixty percent (60%) of the Company’s consolidated net worth. 3. Significant transaction items with direct or indirect investees in Mainland China: see Table 4.

208

Table 7: INFORMATION ON MAJOR SHAREHOLDERS December 31, 2022

December 31, 2022
Major Shareholders Total Shares Owned Ownership Percentage
GOODWAY MACHINE CORP. 47,912,311 49.60 %
YANG, TE-HUA 9,031,403 9.34 %
JIAJIN INVESTMENT CO., LTD. 6,256,388 6.47 %
FUBON LIFE INSURANCE CO., LTD. 5,406,500 5.59 %

209

14. OPERATING SEGMENTS INFORMATION

  • (1) The operating segments information for the years ended December 31, 2022 and 2021 are as below:
Revenue
Revenue from outside
customers
Inter-segment revenue
Interest income
Profit and loss shares of
associates and joint
ventures recognized
using the equity
method
Interest expense
Depreciation and
amortization
Profit or loss before tax
Revenue
Revenue from outside
customers
Inter-segment revenue
Interest income
Profit and loss shares of
associates and joint
ventures recognized
using the equity
method
Interest expense
Depreciation and
amortization
Profit or loss before tax
December 31, 2022 December 31, 2022 December 31, 2022
Awea Taiwan
$ 1,987,934
295,724
16,006
95,775
19,897
74,288
439,857
Awea
(Suzhou)
Other
segments
Adjustment
s and
write-offs
$ 942,995 $ 169,588
$ -
1,159
22,847
(319,730)
809
1,550
(2,393)
-
-
(87,993)
4,717
3,781
(2,393)
32,516
13,450
(2,209)
108,716
(791)
(87,994)
December 31, 2021
Total
$ 3,100,517
-
15,972
7,782
26,002
118,045
459,788
Awea Taiwan
$ 2,064,750
427,680
1,247
50,549
9,642
80,496
181,729
Awea
(Suzhou)
$ 1,102,489
1,685
1,916
-
46
24,772
155,990
Other
segments
$ 463,717
25,031
1,503
-
5,197
16,966
(54,600)
Adjustment
s and
write-offs
$ -
(454,396)
(440)
(45,837)
(444)
(2,445)
(45,319)
Total
$ 3,630,956
-
4,226
4,712
14,441
119,789
237,800
  1. The total amount of inter-segment transactions that should be written off of the reporting revenue of operating segments for the years ended December 31, 2022 and 2021 are NT$319,730 thousand and NT$454,396, respectively.

  2. The total amount of profit and loss excluding income tax of operating segments for the years ended December 31, 2022 and 2021 are NT$110,501 thousand and

210

NT$115,767 thousand, respectively.

There are 2 operating segments should be reported: Awea Taiwan and Awea Suzhou. The main business of Awea Taiwan is the design, manufacture and sales of special machines, automation equipment and computer-controlled machine tools. Awea Suzhou is engaged in the manufacturing and sales of mechanical appliances and the installation of mechanical appliances.

The Company has not apportioned income tax expenses to the reportable segments. The reported amount is consistent with the report used by the operating decision makers. The accounting policies of the operating segments are the same as the summary of important accounting policies described in Note 4. The profit and loss of the operating segments of the Company is based on the net profit before tax as the basis for evaluating performance. The Company regards the sale and transfer between segments as a transaction with a third party and measures it at the current market price.

211

建智聯合會計師事務所 EnWise CPAs & Co. 台中市 404 太原北路 130 號 9 樓之 1 TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918

==> picture [67 x 51] intentionally omitted <==

INDEPENDENT AUDITORS’ REVIEW REPORT

The board of Directors and Shareholders AWEA Mechantronic Company Limited

Introduction

We have reviewed the accompanying consolidated financial statements of AWEA Mechantronic Company Limited and its subsidiaries (the “Company”), which comprise the consolidated balance sheets as of March 31, 2023 and 2022, and the consolidated financial statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies. 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 International Accounting Standards (“IAS”) 34, “Interim Financial Reporting” endorsed and issued into effect by the Financial Supervisory Commission of Republic of China. Our responsibility is to express a conclusion on the financial statements based on our review.

Scope of Review

Except for those described in the paragraph of “Basis for Qualified Opinion”, we conducted our reviews in accordance with International Standard on Review Engagements (“ISRE”) No.2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”. A review of the financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Basis for Qualified Opinion

As described in Note 4 (3) of the consolidated financial statements, the same-period financial statements of part of the non-material subsidiaries that are recognized in the consolidated financial statements were not reviewed by accountant. There total assets of March 31, 2023 and 2022 are NT$611,524 thousand and NT$ 689,604 thousand, accounting for 9% and 11% of the consolidated total assets, respectively; Total liabilities are NT$201,225 thousand and NT$236,829 thousand, accounting for 6% and 8% of the consolidated total liabilities, respectively. There total comprehensive income and loss of March 31, 2023 and 2022 are (NT$24,450) thousand and NT$11,270 thousand, accounting for (372)% and 13% of the total comprehensive income and loss, respectively.

In addition, as described in Note 6 (6) of the consolidated financial statements, the same-period financial statements of investment using equity method, Huahan Leasing Inc., Ltd., was not reviewed by accountant. The amount of the aforementioned long-term equity investment of March 31, 2023 and 2022 are NT$8,178 thousand and NT$7,579 thousand, accounting for 0% of the total assets of both period. The share of profits and losses of related companies recognized using the equity method of March 31, 2023 and 2022 are NT$177 thousand and NT$124 thousand, accounting for 1% and 0% of income before tax, respectively.

212

建智聯合會計師事務所 EnWise CPAs & Co. 台中市 404 太原北路 130 號 9 樓之 1 TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918

==> picture [67 x 51] intentionally omitted <==

Qualified Opinion

Based on our review and other accountants’ review report (please refer to “Other Matters”), aside from the non-material subsidiaries and investments using the equity method mentioned in the “Basis for Qualified Opinion” paragraph, that if the financial statements of the consolidated financial statements are reviewed by accountants, there could be impact of adjustments to the consolidated financial statements, nothing has come to our attention that causes us to believe the accompanying financial statements do not present fairly, in all material respects, the financial position of the Company as of March 31, 2023 and 2022, and of its cash flows for the three months ended March 31, 2023 and 2022 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standards (“IAS”) 34, “Interim Financial Reporting” endorsed and issued into effect by the Financial Supervisory Commission of Republic of China.

Other Matters

As mentioned in Note 6(6) of the consolidated financial statements, company invested using equity method, YAMA SEIKI USA, INC. is not reviewed by us but entrusted other auditors to review by the company. Therefore, the in the review results of the above-mentioned consolidated financial statements, the amounts listed in the financial statements of the investee company are based on the review reports of other accountants. As of March 31, 2023 and 2022, the balance of investment using equity method are NT$101,522 and NT$96,044 (in thousands), respectively, both accounting for 2% of total assets. For the period ended March 31, 2023 and 2022, the proportion for these subsidiaries invested using equity method and the profit or loss of associates and joint ventures are NT$340 and NT$3,910 (in thousands), accounting for 2% and 5% of the profit before tax, respectively.

The engagement partners on the audits resulting in this independent auditors’ report are Jui-Kuei Chen and Chang Yun Yi.

EnWise CPAs & Co. Taichung, Taiwan Republic of China

May 8, 2023

213

AWEA Mechantronic Company Limited

CONSOLIDATED BALANCE SHEETS

March 31, 2023, December 31, 2022, and March 31, 2022

(Reviewed only, not audited in accordance with generally accepted auditing standards)

Code
1100
1110
1150
1160
1170
1180
1200
1210
1220
130x
1410
1470
11xx
1517
1550
1600
1755
1780
1840
1915
1920
1931
1937
1990
15xx
1xxx
Items
CURRENT ASSETS
Cash and cash equivalents
Current financial assets at fair value through profit
or loss
Notes receivable, net
Notes receivable due from related parties, net
Accounts receivable, net
Accounts receivable due from related parties, net
Other receivables
Other receivables due from related parties
Current tax assets
Inventories
Prepayments
Other current assets
Total current assets
NONCURRENT ASSETS
Non-current Financial assets at fair value through
other comprehensive income
Investments accounted for using equity method
Property, plant and equipment
Right-of-use assets
Intangible assets
Deferred income tax assets
Prepayments for business facilities
Guarantee deposits paid
Long-term notes receivable, net
Overdue receivables
Other non-current assets
Total non-current assets
Total assets
Notes
4 and 6
4 and 6
4 and 6
4 and 7
4 and 6
4 and 7
7
4 and 6
7
8
4 and 6
4 and 6
4, 6, 7 and 8
4, 6 and 8
4 and 6
4 and 5
4
4 and 6
March 31, 20 %
16
7
4
-
6
-
-
-
-
24
1
9
67
-
2
27
2
-
2
-
-
-
-
-
33
100
23
December 31, 2 In Thous
%
17
5
6
-
7
-
-
-
-
24
1
8
68
-
2
26
2
-
1
-
-
1
-
-
32
100
022
ands of New Taiwan
March 31, 20
Dollars
22
Amount
1,037,833
$ 425,373
258,290
1,638
416,057
16,014
4,896
640
144
1,602,322
57,377
573,091
4,393,675
11,376
109,700
1,777,920
128,804
10,753
132,124
300
5,855
7,786
-
6,179
2,190,797
6,584,472
$
Amount
1,132,171
$ 377,002
381,640
4,274
457,612
33,566
10,766
-
143
1,607,007
57,859
542,186
4,604,226
10,458
109,850
1,797,473
132,035
10,368
101,283
300
7,146
12,115
-
6,544
2,187,572
6,791,798
$
Amount
711,524
$ 194,955
255,344
862
477,799
23,501
7,405
1,228
-
1,684,408
57,606
332,544
3,747,176
19,809
103,623
1,862,283
145,818
12,204
129,294
3,964
7,135
25,457
-
8,293
2,317,880
6,065,056
$
%
12
3
4
-
8
-
-
-
-
28
1
6
62
-
2
31
2
-
2
-
-
1
-
-
38
100

Please refer to the accompanying notes to the consolidated financial reports.

214

AWEA Mechantronic Company Limited

CONSOLIDATED BALANCE SHEETS

March 31, 2023, December 31, 2022, and March 31, 2022

(Reviewed only, not audited in accordance with generally accepted auditing standards)

Code
2100
2110
2130
2150
2160
2170
2180
2200
2220
2230
2250
2280
2310
2399
21xx
2540
2570
2580
2630
2640
2645
25xx
2xxx
3100
3110
3200
3211
3213
3240
3280
3300
3310
3320
3350
3400
3410
3420
31xx
36xx
3xxx
Items
CURRENT LIABILITIES
Short-term loans
Short-term notes and bills payable
Current contract liabilities
Notes payable
Notes payable to related parties
Accounts payable
Accounts payable to related parties
Other accounts payable
Other payables to related parties
Current tax liabilities
Current provisions
Current lease obligations payable
Advance receipts
Other current liabilities
Total current liabilities
NON-CURRENT LIABILITIES
Long-term borrowings
Deferred tax liabilities
Non-current lease liabilities
Long-term deferred revenue
Non-current net defined benefit liability
Guarantee deposits
Total non-current liabilities
Total Liabilities
EQUITY ATTRIBUTABLE TO SHAREHOLDERS
OF THE PARENT
Share capital
Ordinary share
Capital surplus
Capital surplus, additional paid-in capital arising from
ordinary share
Capital surplus, additional paid-in capital arising from
bond conversion
Capital surplus, gain on sale of fixed assets
Other additional paid-in capital
Retained earinings
Legal reserve
Special reserve
Unappropriated earnings
Other equity interest
Exchange differences on translation of foreign
financial statements
Unrealised gains (losses) from financial assets
measured at fair value through other comprehensive
income
Total equity attributable to shareholders of parent
Non-controlling interests
Total equity
Total liability and equity
Notes
6 and 8
6
4, 6 and 7
7
7
6
7
4
4 and 6
4, 6, and 7
7
6 and 8
4 and 6
4, 6, and 7
4 and 6
6
6
6
6
6
March 31, 20 %
28
5
3
4
-
4
-
2
-
1
-
-
-
-
47
-
2
-
-
-
-
2
49
15
-
1
-
-
8
1
24
-
-
49
2
51
100
23
December 31, 2 In Thous
%
29
4
3
6
-
3
-
2
-
1
-
-
-
-
48
-
2
-
-
-
-
2
50
14
-
1
-
-
8
1
24
-
-
48
2
50
100
022
ands of New Taiwan
March 31, 20
Dollars
22
Amount
1,832,709
$ 314,615
201,726
243,066
1,923
261,195
424
114,236
366
87,147
12,271
8,909
1,195
1,401
3,081,183
-
106,932
584
10,578
8,989
1,442
128,525
3,209,708
965,942
6,124
57,468
4
31,920
527,176
98,077
1,610,315
(17,260)
(9,475)
3,270,291
104,473
3,374,764
6,584,472
$
Amount
1,954,949
$ 289,641
225,013
393,849
514
201,312
799
128,889
2,007
64,623
12,445
11,420
934
2,099
3,288,494
-
112,224
918
10,793
8,991
2,183
135,109
3,423,603
965,942
6,124
57,468
4
31,920
527,176
98,077
1,595,597
(18,699)
(10,933)
3,252,676
115,519
3,368,195
6,791,798
$
Amount
1,449,217
$ 129,951
227,342
453,002
657
232,810
430
110,071
481
53,987
11,854
11,178
725
1,126
2,682,831
2,206
97,932
9,372
11,861
12,792
1,769
135,932
2,818,763
965,942
6,124
86,447
4
31,920
513,898
98,077
1,430,499
(10,067)
888
3,123,732
122,561
3,246,293
6,065,056
$
%
24
2
4
8
-
4
-
2
-
1
-
-
-
-
45
-
1
-
-
-
-
1
46
16
-
1
-
1
8
2
24
-
-
52
2
54
100

Please refer to the accompanying notes to the consolidated financial reports.

215

AWEA Mechantronic Company Limited

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months Ended March 31, 2023 and 2022

(Reviewed only, not audited in accordance with generally accepted auditing standards)

Code
4000
5000
5900
5920
5950
6100
6200
6300
6450
6000
6900
7100
7010
7020
7050
7060
7000
7900
7950
8200
8310
8316
8360
8361
8399
8300
8500
8600
8610
8620
8700
8710
8720
9750
9850
Items Notes
6 and 7
6 and 7
6
4 and 6
6
4 and 6
4 and 6
4 and 6
In Thousands of New Taiwan Dollars, Except Earnings Per Share
Amount
%
Amount
%
538,803
$ 100
625,412
$ 100
(486,840)
(90)
(516,303)
(83)
51,963
10
109,109
17
261
-
(260)
-
52,224
10
108,849
17
(37,016)
(7)
(44,797)
(7)
(31,794)
(6)
(28,623)
(5)
(14,459)
(3)
(15,578)
(2)
3,030
1
(723)
-
(80,239)
(15)
(89,721)
(14)
(28,015)
(5)
19,128
3
9,218
2
385
-
8,546
2
11,398
2
36,100
6
51,342
8
(9,472)
(2)
(4,613)
(1)
517
-
4,034
1
44,909
8
62,546
10
16,894
3
81,674
13
(13,363)
(2)
(18,696)
(3)
3,531
1
62,978
10
1,218
-
(2,027)
-
2,274
-
36,068
5
(454)
-
(7,213)
(1)
3,038
-
26,828
4
6,569
$ 1
89,806
$ 14
14,958
$ 3
62,491
$ 10
(11,427)
(2)
487
-
3,531
$ 1
62,978
$ 10
17,615
$ 3
86,506
$ 14
(11,046)
(2)
3,300
-
6,569
$ 1
89,806
$ 14
0.15
$ 0.65
$ 0.15
$ 0.64
$ Three Months Ended March 31,
2023
Three Months Ended March 31,
2022
In Thousands of New Taiwan Dollars, Except Earnings Per Share
Amount
%
Amount
%
538,803
$ 100
625,412
$ 100
(486,840)
(90)
(516,303)
(83)
51,963
10
109,109
17
261
-
(260)
-
52,224
10
108,849
17
(37,016)
(7)
(44,797)
(7)
(31,794)
(6)
(28,623)
(5)
(14,459)
(3)
(15,578)
(2)
3,030
1
(723)
-
(80,239)
(15)
(89,721)
(14)
(28,015)
(5)
19,128
3
9,218
2
385
-
8,546
2
11,398
2
36,100
6
51,342
8
(9,472)
(2)
(4,613)
(1)
517
-
4,034
1
44,909
8
62,546
10
16,894
3
81,674
13
(13,363)
(2)
(18,696)
(3)
3,531
1
62,978
10
1,218
-
(2,027)
-
2,274
-
36,068
5
(454)
-
(7,213)
(1)
3,038
-
26,828
4
6,569
$ 1
89,806
$ 14
14,958
$ 3
62,491
$ 10
(11,427)
(2)
487
-
3,531
$ 1
62,978
$ 10
17,615
$ 3
86,506
$ 14
(11,046)
(2)
3,300
-
6,569
$ 1
89,806
$ 14
0.15
$ 0.65
$ 0.15
$ 0.64
$ Three Months Ended March 31,
2023
Three Months Ended March 31,
2022
In Thousands of New Taiwan Dollars, Except Earnings Per Share
Amount
%
Amount
%
538,803
$ 100
625,412
$ 100
(486,840)
(90)
(516,303)
(83)
51,963
10
109,109
17
261
-
(260)
-
52,224
10
108,849
17
(37,016)
(7)
(44,797)
(7)
(31,794)
(6)
(28,623)
(5)
(14,459)
(3)
(15,578)
(2)
3,030
1
(723)
-
(80,239)
(15)
(89,721)
(14)
(28,015)
(5)
19,128
3
9,218
2
385
-
8,546
2
11,398
2
36,100
6
51,342
8
(9,472)
(2)
(4,613)
(1)
517
-
4,034
1
44,909
8
62,546
10
16,894
3
81,674
13
(13,363)
(2)
(18,696)
(3)
3,531
1
62,978
10
1,218
-
(2,027)
-
2,274
-
36,068
5
(454)
-
(7,213)
(1)
3,038
-
26,828
4
6,569
$ 1
89,806
$ 14
14,958
$ 3
62,491
$ 10
(11,427)
(2)
487
-
3,531
$ 1
62,978
$ 10
17,615
$ 3
86,506
$ 14
(11,046)
(2)
3,300
-
6,569
$ 1
89,806
$ 14
0.15
$ 0.65
$ 0.15
$ 0.64
$ Three Months Ended March 31,
2023
Three Months Ended March 31,
2022
In Thousands of New Taiwan Dollars, Except Earnings Per Share
Amount
%
Amount
%
538,803
$ 100
625,412
$ 100
(486,840)
(90)
(516,303)
(83)
51,963
10
109,109
17
261
-
(260)
-
52,224
10
108,849
17
(37,016)
(7)
(44,797)
(7)
(31,794)
(6)
(28,623)
(5)
(14,459)
(3)
(15,578)
(2)
3,030
1
(723)
-
(80,239)
(15)
(89,721)
(14)
(28,015)
(5)
19,128
3
9,218
2
385
-
8,546
2
11,398
2
36,100
6
51,342
8
(9,472)
(2)
(4,613)
(1)
517
-
4,034
1
44,909
8
62,546
10
16,894
3
81,674
13
(13,363)
(2)
(18,696)
(3)
3,531
1
62,978
10
1,218
-
(2,027)
-
2,274
-
36,068
5
(454)
-
(7,213)
(1)
3,038
-
26,828
4
6,569
$ 1
89,806
$ 14
14,958
$ 3
62,491
$ 10
(11,427)
(2)
487
-
3,531
$ 1
62,978
$ 10
17,615
$ 3
86,506
$ 14
(11,046)
(2)
3,300
-
6,569
$ 1
89,806
$ 14
0.15
$ 0.65
$ 0.15
$ 0.64
$ Three Months Ended March 31,
2023
Three Months Ended March 31,
2022
Amount
538,803
$ (486,840)
51,963
261
52,224
(37,016)
(31,794)
(14,459)
3,030
(80,239)
(28,015)
9,218
8,546
36,100
(9,472)
517
44,909
16,894
(13,363)
3,531
1,218
2,274
(454)
3,038
6,569
$ 14,958
$ (11,427)
3,531
$ 17,615
$ (11,046)
6,569
$ 0.15
$ 0.15
$
Amount
625,412
$ (516,303)
109,109
(260)
108,849
(44,797)
(28,623)
(15,578)
(723)
(89,721)
19,128
385
11,398
51,342
(4,613)
4,034
62,546
81,674
(18,696)
62,978
(2,027)
36,068
(7,213)
26,828
89,806
$ 62,491
$ 487
62,978
$ 86,506
$ 3,300
89,806
$ 0.65
$ 0.64
$
%
NET REVENUE
COST OF REVENUE
GROSS PROFIT
(Un)Realized profit on sales
Gross profit, net
OPERATING EXPENSES
Marketing
Management
Research and development
Expected credit loss (gain)
Total operating expenses
INCOME FROM OPERATIONS
NON-OPERATING INCOME AND EXPENSES
Interest income
Other income
Other gains and losses
Finance cost
Share of Profit or Loss of Associates & Joint
Ventures Accounted for Using Equity Method
Total non-operating income and expenses
INCOME BEFORE INCOME TAX
INCOME TAX EXPENSE
NET INCOME
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to profit
or loss:
Unrealized gain on investments in equity instruments at
fair value through other comprehensive income
Items that may be reclassified subsequently to profit or
loss:
Exchange differences arising on translation of foreign
operations
Income tax benefit (expense) related to items that may be
reclassified subsequently
Other comprehensive income (loss), net of income tax
TOTAL COMPREHENSIVE INCOME
NET INCOME (LOSS) ATTRIBUTABLE TO:
Shareholders of the parent
Non-controlling interests
TOTAL COMPREHENSIVE INCOME (LOSS)
ATTRIBUTABLE TO:
Shareholders of the parent
Non-controlling interests
EARNINGS PER SHARE
Basic earnings per share
Diluted earnings per share
100
(83)
17
-
17
(7)
(5)
(2)
-
(14)
3
2
2
6
(2)
-
8
3
(2)
1
-
-
-
-
1
3
(2)
1
3
(2)
1
-
2
8
(1)
1
10
13
(3)
10
-
5
(1)
4
14
10
-
10
14
-
14

Please refer to notes to the individual financial reports.

216

AWEA Mechantronic Company Limited

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the three months ended March 31, 2023 and 2022

(Reviewed only, not audited in accordance with generally accepted auditing standards)

In Thousands of New Taiwan Dollars

Items
BALANCE AT JANUARY 1, 2022
Profit for the Three Months Ended March 31, 2022
Other Comprehensive Income or Loss for the Three
Months Ended March 31, 2022
Total Comprehensive Income or Loss for the Three
Months Ended March 31, 2022
Disposal of investments in equity instruments at fair
value through other comprehensive income
Balance at March 31, 2022
BALANCE, JANUARY 1, 2023
Profit for the Three Months Ended March 31, 2023
Other Comprehensive Income or Loss for the Three
Months Ended March 31, 2023
Total Comprehensive Income or Loss for the Three
Months Ended March 31, 2023
Disposal of investments in equity instruments at fair
value through other comprehensive income
Balance at March 31, 2023
EquityAttributable to Shareholders of EquityAttributable to Shareholders of the Parent Total Equity
Attributable to
Shareholders of the
Parent
3,037,226
$ 62,491
24,015
86,506
-
3,123,732
$ 3,252,676
$ 14,958
2,657
17,615
-
3,270,291
$
Non-Controlling
Interests
119,261
$ 487
2,813
3,300
-
122,561
$ 115,519
$ (11,427)
381
(11,046)
-
104,473
$
Total Equity
Capital Stock
Common Stock
965,942
$ -
-
-
-
965,942
$ 965,942
$ -
-
-
-
965,942
$
Capital Surplus
124,495
$ -
-
-
-
124,495
$ 95,516
$ -
-
-
-
95,516
$
Retained Earnings Unappropriated
Earnings
1,366,883
$ 62,491
-
62,491
1,125
1,430,499
$ 1,595,597
$ 14,958
-
14,958
(240)
1,610,315
$
Exchange Differences
on Translation of
Foreign Financial
Statements
Unrealized Gain (Loss) on
Financial Assets at Fair Value
Through Other
Comprehensive Income
(36,109)
$ 4,040
$ -
-
26,042
(2,027)
26,042
(2,027)
-
(1,125)
(10,067)
$ 888
$ (18,699)
$ (10,933)
$ -
-
1,439
1,218
1,439
1,218
-
240
(17,260)
$ (9,475)
$ Others
Legal Capital
Reserve
513,898
$ -
-
-
-
513,898
$ 527,176
$ -
-
-
-
527,176
$
Special Capital
Reserve
98,077
$ -
-
-
-
98,077
$ 98,077
$ -
-
-
-
98,077
$
Exchange Differences
on Translation of
Foreign Financial
Statements
(36,109)
$ -
26,042
26,042
-
(10,067)
$ (18,699)
$ -
1,439
1,439
-
(17,260)
$
3,156,487
$ 62,978
26,828
89,806
-
3,246,293
$
3,368,195
$ 3,531
3,038
6,569
-
3,374,764
$

Please refer to the accompanying notes to the consolidated financial statements.

217

AWEA Mechantronic Company Limited

CONSOLIDATED STATEMENTS OF CASHFLOWS

For the Three Months Ended March 31, 2023 and 2022

(Reviewed only, not audited in accordance with generally accepted auditing standards)

(Reviewed only, not audited in accordance with generally accepted auditing standards) generally accepted auditing standards)
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustment for:
Depreciation expense
Amortization expense
Expected credit losses recognized (reversal) on investments in debt
instruments
Interest expense
Interest income
Dividend revenue
Share of profit (loss) of associates and joint ventures accounted for
using equity method,
Gain on disposal or retirement of property, plant and equipment
Unrealized (realized) gain from sale to related companies
Other income
Profit from lease modification
Gains on disposals of investments
Loss (gain) on valuation of financial asset
Changes in operating assets and liabilities:
Notes receivable
Notes receivable from related parties
Account receivables
Account receivables from related parties
Other receivables
Other receivables from related parties
Inventories
Prepayments
Other current assets
Overdue receivables
Long-term notes receivable
Contractual liabilities
Notes payable
Notes payable from related parties
Accounts payable
Accounts payable from related parties
Other payables
Other payables from related parties
Provisions
Advance receipts
Other current liabilities
Net defined benefit liability
Cash generated (used) from operations
Interest received
Income tax paid
Net cash generated (used)by operating activities
(Continued)
In Thousands of New Taiwan Dollars
Three Months Ended March 31,
2023
Three Months Ended March 31,
2022
16,894
$ 81,674
$ 28,446
29,500
633
744
(3,030)
723
9,472
4,613
(9,218)
(385)
(28)
-
(517)
(4,028)
(178)
(57)
(261)
260
(270)
(270)
-
(1)
86
47
(45,414)
(4,347)
125,785
(7,653)
2,636
2,903
41,791
47,837
17,552
(9,790)
1,954
2,223
(640)
(1,054)
4,685
(134,762)
482
18,367
(605)
42
(3)
(632)
4,664
4,726
(23,287)
6,391
(150,783)
(65,232)
1,409
(16,377)
59,883
(45,706)
(375)
(161)
(13,750)
(26,581)
(1,641)
(995)
(181)
(1,136)
261
713
(698)
(116)
(2)
(2)
65,752
(118,522)
13,133
385
(27,356)
(2,749)
51,529
(120,886)
81,674
$ 29,500
744
723
4,613
(385)
-
(4,028)
(57)
260
(270)
(1)
47
(4,347)
(7,653)
2,903
47,837
(9,790)
2,223
(1,054)
(134,762)
18,367
42
(632)
4,726
6,391
(65,232)
(16,377)
(45,706)
(161)
(26,581)
(995)
(1,136)
713
(116)
(2)
(118,522)
385
(2,749)
(120,886)

218

AWEA Mechantronic Company Limited CONSOLIDATED STATEMENTS OF CASHFLOWS

For the Three Months Ended March 31, 2023 and 2022

(Reviewed only, not audited in accordance with generally accepted auditing standards)

(Reviewed only, not audited in accordance with generally accepted auditing standards) generally accepted auditing standards)
(Continued)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of financial assets at fair value through profit or loss
Proceeds from disposal of financial assets at fair value through
profit or loss
Acquisitions of financial assets at fair value through other
comprehensive income
Proceeds from disposal of financial assets at fair value through
other comprehensive income
Acquisitions of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisitions of intangible assets
Decrease in guarantee deposits paid
Dividends received
Increase in other financial assets
Decrease in other non-current assets
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in short-term loans
Increase (decrease) in short-term notes payable
Decrease in long-term borrowings
Decrease in guarantee deposits received
Lease liability principal repayments
Interest paid
Net cash used in financing activities
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH
EQUIVALENTS
NET INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
CASH AND CASH EQUIVALENTS, END OF YEAR
In Thousands of New Taiwan Dollars
Three Months Ended March 31,
2023
Three Months Ended March 31,
2022
(4,396)
(20,736)
1,353
2,498
-
(8,798)
300
3,790
(4,326)
(3,805)
190
2,232
(1,003)
(800)
1,290
5,796
28
-
(30,300)
(10,943)
365
345
(36,499)
(30,421)
(122,240)
113,436
24,974
(129,956)
-
(60,466)
(741)
(2,404)
(2,845)
(2,876)
(8,973)
(4,385)
(109,825)
(86,651)
457
11,830
(94,338)
(226,128)
1,132,171
937,652
1,037,833
$ 711,524
$
(20,736)
2,498
(8,798)
3,790
(3,805)
2,232
(800)
5,796
-
(10,943)
345
(30,421)
113,436
(129,956)
(60,466)
(2,404)
(2,876)
(4,385)
(86,651)
11,830
(226,128)
937,652
711,524
$

Please refer to the accompanying notes to the consolidated financial statements.

219

  1. Financial impact from any financial turnover incurs to the company or its affiliated companies in recent year until closure date of annual report in case any.

  2. n/a.

VII . Financial statement and governance review and risk management

  1. Financial statement

Unit: thousand NTD

Year
Statement
2022 2021 Difference Difference Remarks
Amount %
Current Assets 4,604,226 3,859,310 744,916 19.30%
Investment by equity law 109,850 96,604 13,246 13.71%
Property, plant, equipment 1,797,473 1,872,994 (75,521) -4.03%
Intangible assets 10,368 12,403 (1,675) -13.91%
Other Assets 269,881 366,329 (96,448) -26.33% *1
Total Assets 6,791,798 6,207,280 584,518 9.42%
Current Liabilities 3,288,494 2,825,233 463,261 16.4%
Non-current Liabilities 135,109 225,560 (90, 451) -40.10% *2
Total Liabilities 3,423,603 3,050,793 372,810 12.22%
Equity ratio attributable to
shareholders of the parent
company.
3,252,676 3,037,226 215,450 7.09%
Capital stock 965,942 965,942 0 0.00%
Legal reserve 95,516 124,495 (28, 979) -23.28% *3
Retained Earnings 2,220,850 1,978,858 241,992 12.23%
Other equities (29,632) (32,069) 2,437 -7.60%
Non-controlling equities 115,519 119,261 (3,742) -3.14%
Total Equity 3,368,195 3,156,487 211,708 6.71%
  • *1: Other assets decrease due to exchange rate change that led to deferred income tax decrease.

  • *2: Non-current liabilities decreased due to long term loan decrease.

  • *3: Paid-in capital decrease due to cash allocation of paid-in capital.

220

2. Financial Performance

  • 2.1 Comparison of governance analysis

Unit: thousand NTD

Year
Statement
2022 2021 Difference Ratio (%) Remarks
Operating revenue 3,100,517 3,630,956 (530,439) -14.61%
Operating cost (2,432,617) (2,951,020) 518,403 -17.57%
Gross profit 667,900 679,936 (12,036) -1.77%
(Un-)realised profit by
affiliated companies
(4,900) 1,924 (6,824) -354.68%
Realised profit 663,000 681,860 (18,860) -2.77%
Operating cost (364,775) (415,661) 50,886 -12.24%
Income from operations 298,225 266,199 32,026 12.03%
Non-operating income and
expenses
161,563 (28,399) 189,962 -668.90% *1
Current net profit before
tax
459,788 237,800 221,988 93.35% *1
Tax fee (110,501) (115,767) 5,266 -4.55%
Current net income 349,287 122,033 227,254 186.22% *1
Other comprehensive
income
7,313 24,067 (16,754) -69.61% *2
Total comprehensive
income
356,600 146,100 210,500 144.08% *1

Difference analysis in change of ratio:

  • *1. Non-operational income and cost, current net profit before tax, current net income, current comprehensive income total increase occurred due to exchange rate change that generated profit from exchange of foreign currency.

  • *2: Other comprehensive balance decreased mainly due to equities investment failing to invest in un-realised gains (losses) with equity instruments of evaluation via other comprehensive balance pursuant to fair value.

  • 2.2 Sales forecast and basis: Proper disease control and economic stimulus programmes in the world in 2023 will encourage sales growth.

  • 2.3 Impact and response plan for future business operation: We anticipate long-calling growth in global economy in 2023 under proper disease control. Finance and business will welcome margin. No response plan will be required.

221

3. Cash flow

3.1 Cash flow change analysis in recent 2022

Preliminary
cash
amount
Net cash
flow from
whole-year
operation
activities
Net cash
flow from
investment
activities
Net cash
flow from
fundraising
activities
Effect of
exchange
rate change
to cash
Surplus
amount
Surplus
measures
Surplus
measures
Invest
ment
plan
Financial
manage
ment
937,652 221,887 (431,734) 402,147 2,219 1,132,171

3.2 Rectification plan against insufficient fluidity: n/a.

3.3 Cash adequacy for the coming year :

Unit: thousand NTD

Unit: thousand NTD Unit: thousand NTD
Estimated Cash
and Cash
Equivalents,
Beginning of
Year
(1)
Estimated Net
Cash Flow from
Operating
Activities
(2)
Estimated Cash
Outflow (Inflow)
(3)
Cash Surplus
(Deficit)
(1)+(2)-(3)
Leverage of Cash
Surplus(Deficit)
Investment
Plans
Financing
Plans
1,132,171 302,724 627,258 807,637

(1) Cash Flow Analysis for the Coming Year

(a)Operation activities: operation will be steady in future. Term of payable amount is fixed.

  • (b)Fundraising activities: mainly financial activities for business operation. No material changes other than repay of loan and estimated cash dividends allocation.

  • (2) Remedy and liquidity analysis to insufficient cash: n/a.

4. Effects of recent major capital cost to financial business

  • 4.1 Source of material capital cost and capital: n/a

Unit: thousand NTD

Project Source of actual
or estimated fund
Actual or
estimated
completion
date
Fund total
required in
2022 and 2023
Actual or estimated
fund allocation for 2022
and2023
Actual or estimated
fund allocation for 2022
and2023
2022 2023
Dapumei Plant-
Phase 2(AWEA)
Self 2024 88,890 88,890
  1. Recent investment policy, cause, rectification plan of earning or loss, and investment plan for the future year

n/a.

  1. Risk items shall evaluate and analyse recent year and until closure date of annual report as following

  2. 6.1 Interest rate, exchange rate change, inflation effect to company income and future response measures: (1) Interest rate:

The company evaluates interest rate on borrowings compared with market and maintains close contact with the bank to ensure beneficial rate. The interest rate change does not impact the company.

  • (2) Exchange rate

222

The company collects information on change in exchange rate, grasps exchange rate trend, judges exchange rate change for hedging measures or motorise foreign exchange deposit. We are in close contact with the bank for response measures against exchange rate change in order to avoid exchange rate risks.

  • (3) Inflation:

The company will pay attention to inflation and price products and raw material inventory accordingly.

  • 6.2 Highly-risky, high leverage investment, loans to the others, endorsement, guarantee, and trading policy for derivatives products, cause and measures of earning or loss:

  • (1) The company’s financial policy aims at healthy and steady principle. No highly risky, high leverage investment takes place.

223

(2) Lending Funds to Other Parties by the company in recent year by closure date of annual report as following:

31 Dec. 2022 Unit: thousand NTD (unless otherwise stated)

No.
(*)
Lender Borrower Relations Relat
ed?
Highest
end
amount
(*3)
End
amount
(*3)
Expenditu
re
Interest
rate
range

Fund
purpose
Financin
g amount

Short
term
financing
purpose

Allowa
nce for
doubtf
ul
debts
Mortgage Mortgage lending
fund and
limits to
specific
party (*2)
Lending
fund cap
limits (*2)
Item Value
0 AWEA ExtronMach
inery
Industry
Co.,Ltd
Other
payable-
stakeholde
r
Y 230,000
80,000

70,000

1.80%
~
1.925%

short-term
financing
requireme
nt
7,911 Operati
on
financin
g
- Prom
issory
note

80,000
325,268 1,301,070
1 Shanghai
Zhuwei
Machinery
Co., Ltd.
AWEA
(Suzhou)
Co., Ltd.
Other
payable-
stakeholde
r
Y 87,680
87,680

87,660

3.8%

short-term
financing
requireme
nt
- Operati
on
financin
g
- - - 145,953 145,953
1 Shanghai
Zhuwei
Machinery
Co., Ltd.
AWEA
(Suzhou)
Co., Ltd.
Other
payable-
stakeholde
r
Y 7,451
7,451

7,451
3.65%
short-term
financing
requireme
nt
- Operati
on
financin
g
- - - 145,953 145,953

31 March 2023 Unit: thousand NTD (unless otherwise specified)

No.
(*)
Lender Borrower Relations Relat
ed?
Highest
end
amount
(*3)
End
amount
(*3)
Expendit
ure
Interest
rate
range

Fund
purpose
Financin
g amount

Short
term
financing
purpose

Allowan
ce
for
doubtful
debts
Mortgage Mortgage lending
fund and
limits to
specific
party (*2)
Lending
fund cap
limits (*2)

Item
Value
0 AWEA YihChuan
Machinery
Industry
Co.,Ltd
Other
payable-
stakeholder
Y 80,000
80,000
70,000
1.925%
~
2.05%

short-term
financing
requirement
97
Operatio
n
financing

-
Prom
issory
note

80,000

327,029
1,308,116
1 Shanghai
Zhuwei
Machinery
Co.,Ltd.
AWEA
(Suzhou)
Co., Ltd.
Other
payable-
stakeholder
Y 87,680
(CNY20,000)

87,680
(CNY20,000)

88,120
3.65%
short-term
financing
requirement
-
Operatio
n
financing

-
-
149,116

149,116

224

1 Shanghai
Zhuwei
Machinery
Co.,Ltd.
AWEA
(Suzhou)
Co., Ltd.
Other
payable-
stakeholder
Y 7,451
(CNY1,700)

7,451
(CNY1,700)

7,490
3.65%
short-term
financing
requirement
-
Operatio
n
financing

-
- -
149,116

149,116
  • *1: Number as following:

  • (1)Issuer: 0

  • (2)Number investees from 1 by company.

  • *2: Respective fund lending is limited to a 10% cap of current net value. Fund lending and total has a 40% cap of current net value.

  • *3: Remaining amount of maximum current fund lending to other is pursuant to exchange rate declared to Securities and Futures Bureau by the company by 31 March 2023.

  • *4: Maximum current fund lending and ratio are pursuant to exchange rate declared to Securities and Futures Bureau by the company by 31 March 2023, adopted by Board of Directors.

  • (3) Endorsement and guarantee by recent year and closure date of annual report as following:

Endorsement and guarantee for other parties by 31 March 2022: n/a.

Endorsement and guarantee for other parties by 31 March 2023: n/a.

  • (4) The company operates derivative products for hedging purpose of exchange rate. No material risk in market.

225

6.3 Future R &D Plan and estimated cost

  • (1) Recent R &D Plan target as following:

  • (a)Search and development of blue ocean market products

  • (b)R & D of high-added value performance and technique

  • (c)Development of low cost/feasible manufacture products for mass production to ensure current market competitiveness.

  • (d)Modular/stacked design to ensure productivity and reduce product cost.

  • (2) R & D cost:

The company invested 61, 671 thousand NTD in R & D in 2022 that accounts for 1.99% of revenue. The company will develop new products and research and develop new technique by comparable ratio to expand competitiveness in market.

  • 6.4 Effects from and response measures against change in domestic and international important policy and law: n/a.

  • 6.5 Effects from and response measures against technical change and industrial change: n/a.

  • 6.6 Effects from and response measures against change in corporate image in terms of corporate risk management: n/a.

  • 6.7 Expected benefit, potential risk, and response measures against merger: n/a.

  • 6.8 Expected benefit, potential risk, and response measures against plant expansion: n/a.

  • 6.9 Risks from and response measures against purchase and sales: the company takes diversification policy over suppliers and clients. No purchase or sales risks centralisation.

  • 6.10 Effects, risks, and response measures against transferal or replacement of stocks by directors, supervisors or shareholders with a shareholding ratio over 10%: n/a.

  • 6.11 Effects, risks, and response measures against change in governance: n/a.

  • 6.12 Directors, supervisors, president, substantial in-charge, shareholders by company with a ratio over ten percent, or their belonging company with concluded or bound material litigation, non-litigation, or administrative appeal: n/a.

  • 6.13 Other material risk and response measures: n/a.

7. Other important matters

n/a.

226

VIII. Mentionable items

1. Affiliated companies

  • 1.1 Consolidation report of Affiliated companies

  • (1) Organisation chart (by 30 April 2023)

==> picture [459 x 263] intentionally omitted <==

----- Start of picture text -----

100% shareholding 100% shareholding 100% shareholding
Shanghai
Zhuwei
B-Way Billion-Way
(Cayman) (Cayman)
Co.,Ltd. Co.,Ltd.
AWEA
Suzhou
AWEA
100% shareholding
AXTRON INT’L AXTRON Yichuan
Extron INVESTMENT INT’L Machinery
Co.,Ltd INVESTMENT (Chaixing)
60% shareholding 100% shareholding 100% shareholding 100% shareholding
----- End of picture text -----

(2) Affiliated companies

Date: 31 March 2023

Unit: thousand NTD; thousand USD

Company Founded on Address Paid-in capital Core business
B-WAY(Cayman)
Co.,Ltd.
11 Jan.
2001
Cayman Islands,
British Overseas
Territory
NTD 332,212
thousand
International business and
international trading
Billion-way(Cayman)
Co.,Ltd.
11 Jan.
2001
Cayman Islands,
British Overseas
Territory
NTD390,032
thousand
International business and
international trading
Shanghai Zhuwei
Machinery Co., Ltd.
14 Feb.
2001
Songze Boulevard 7801,
Qingpu Industrial Park,
Shanghai City


USD2,500
thousand
Machinery sale,
machinery installation,
business governance
consult, international
trading
AWEA Suzhou
Machinery Co., Ltd.
4 Sep. 2007 Dongtaihu Boulevard
4888, Wujiang
economic technical
development area
USD11,400
thousand
Machinery production and
sale, machinery
installation, international
trading
Extron Machinery Co.,
Ltd.
03 Nov.
1972
2F., No. 13-1,
Gongyequ 5th Rd.,
Xitun Dist., Taichung
City
NTD98,580
thousand
Machinery production,
product design,
machinery wholesale,
machinery retail

227

Company Founded on Address Paid-in capital Core business
AXTRON INT'L
INVESTMENT
CO.,LTD.
22 Nov.
2012
Trust Company
Complex,Ajeltake
Road,Ajeltake The
registered address is
Island,Majuro,Marshall
Islands MH96960
NTD1,580
thousand
International investment
and international trading
AXTRON INT'L
INVESTMENT
LIMITED
25 March
2013
7/F.,Chuang's
Enterprises Building,382
Lockhart
Road,Wanchai,Hong
Kong

NTD41 thousand
International
investment
and international trading
Yichuan (Chiahxing)
Co., Ltd.
27 Nov.
2000
Zhongshan W. Rd.
Xuzhou Industrial Park
3198, Jiaxing City,
Zhejiang Province
USD2,510
thousand
Machinery production
and sale, machinery
installation,
international trading
  • (3) Shareholders having controlling and subordinate relation between them induced: n/a.

  • (4) Occupation included in overall business operation by affiliated companies

    • (a) Machine tools.

    • (b) Electronic machinery.

    • (c) International trades.

  • (5) Directors, supervisors, and presidents of affiliated companies

31 March 2023

Unit: share %




31 March 2023
Unit: share %
31 March 2023
Unit: share %
Affiliated company Title Name or Representative Shareholding
Number of
shares
Ratio
B-WAY(Cayman) Co.,Ltd. In-charge YangDehua 10,665,029 100%
Billion-way(Cayman)
Co.,Ltd.
In-charge Yang Dehua 12,829,840 100%
Shanghai Zhuwei
Machinery Co., Ltd.
Legal
person
behalf and
director
Wang Chenghsuan 100%
Shanghai Zhuwei
MachineryCo., Ltd.
President Yang Changchi 100%
Shanghai Zhuwei
MachineryCo., Ltd.
Supervisor Hsu Hongbin 100%
AWEA Suzhou Co., Ltd. Legal
person
behalf and
director
Wang Chenghsuan 100%

228

AWEA Suzhou Co., Ltd. Director
and
president
Yang Changchi 100%
AWEA Suzhou Co.,Ltd. Director Zeng Chiguan 100%
AWEA Suzhou Co.,Ltd. Director YeRueming 100%
AWEA Suzhou Co.,Ltd. Supervisor HsuHongbin 100%
Extron Machinery Co., Ltd. In-charge Goodway Machine Corp.
Behalf:Yang Chengjun
3,943,200 40%
Extron Machinery Co., Ltd. Director Goodway Machine Corp.
Behalf:YangDehua
Extron Machinery Co., Ltd. Director Goodway Machine Corp.
Behalf: Chen Bilian
Extron Machinery Co., Ltd. Supervisor AWEA Behalf: Hsu
Hongbin
5,914,800 60%
AXTRON INT'L
INVESTMENT CO.,LTD
In-charge Chen Bilian 100%
AXTRON INT'L
INVESTMENT LIMITED
In-charge Chen Bilian 100%
Yichuan Machinery
(Chiaxing) Co., Ltd.
Legal
person
behalf
Chen Bilian 100%
Yichuan Machinery
(Chiaxing) Co., Ltd.
Director Zeng Chiguan 100%
Yichuan Machinery
(Chiaxing) Co., Ltd.
Director Yang Shangru 100%
Yichuan Machinery
(Chiaxing) Co., Ltd.
Director Kang Jianwen 100%
Yichuan Machinery
(Chiaxing) Co., Ltd.
Supervisor Yang Changchi 100%

(6) Affiliated company operation

31 December 2021 Unit: thousand NTD

Company Capital Asset total Liabilities
total
Net value Operation
revenue

Operation
balance
Current
balance
(aftertax)
EPS(NTD)
(after tax)
B-WAY
(Cayman) Co.,Ltd.
334,213 737,251 0 737,251 0 (291) 95,283 0.29
Billion-way
(Cayman) Co.,Ltd.
406,355
733,801
0 733,801 0 (311) 85,859 0.21
Shanghai
ZhuweiCo.,Ltd.
83,058 150,490 4,537 145,953 0 (3,409) 3,148 Note
AWEA (Suzhou)
Co.,Ltd.

354,478
1,064,074 480,778 583,296 944,154 110,100 81,807 Note
Goodway
Machine Corp.
98,580 375,553 86,756 288,797 41,117 (8,258) (12,140) (1.23)
AXTRON INT'L 1,580 230,394 0 230,394 0 0 (7,257) (4.59)

229

Company Capital Asset total Liabilities
total
Net value Operation
revenue

Operation
balance
Current
balance
(aftertax)
EPS(NTD)
(after tax)
INVESTMENT
CO.,LTD.
AXTRON INT'L
INVESTMENT
LIMITED
41 230,394 0 230,394 0 0 (7,257) Note
Yichuan
(Chiaxing) Co.,
Ltd.
82,781 325,792 95,399 230,393 151,316 (12,639) (7,258) Note

Note:Shanghai Zhuwei Machinery/AWEA(Zuzhou): currency unit is thousand RMB. EPS does not apply to Mainland Chinese companies. Exchange rate: 1 RMB=4.383 NTD.

  1. Private equity securities by recent year and closure date of annual report shall disclose date of adoption and number and amount by Board of Shareholders or Board of Directors, basis and rationale for the setting of the price, means of selecting the specified persons, reasons necessitating the private placement.: n/a.

  2. Shareholding or share disposition by subsidiaries by recent year and closure date of annual report n/a.

  3. Other mentionable matters

n/a.

IX. Occurrence associated with Securities Exchange Act. Art. 36 Item 2 Paragraph 2, any event which has a material impact on shareholders' rights and interests or securities prices, by recent year and closure date of annual report. n/a.

230