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AWEA Annual Report 2023

Jun 27, 2024

51853_rns_2024-06-27_0428fc41-a552-49d3-839f-99a9542b61a0.pdf

Annual Report

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Stock Code: 1530

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

AWEA Mechantronic Co., Ltd.

2023 ANNUAL REPORT

Publication date: May 28, 2024

Website for checking this Annual Report: http://mops.twse.com.tw/

  • I. Names, Job Titles, Contact Numbers, and Emails of Spokesperson and Deputy Spokesperson:

Spokesperson: Ting-Shuang Lin

Job title: Assistant manager of the Finance Department

Tel.: (04)24629698 Ext. 62720

E-Mail: [email protected]

Deputy Spokesperson: Mei-Fang Liang Job title: Manager of the Finance Department

Tel.: (03)5885191 Ext. 61708

E-Mail: [email protected]

II. Address and Telephone of Headquarters, Branches and Factories

Headquarter: No. 629, Sec. Shuichetou, Guanpu Rd., Xinpu Township, Hsinchu County 305

Tel: (03)5885191

Taichung Branch: No. 15, Keyuan 2nd Rd., Xitun Dist., Taichung City 407 (AWEA Taichung Branch)

Tel: (04)24629698

Hsinchu Plant: No. 629, Sec. Shuichetou, Guanpu Rd., Xinpu Township, Hsinchu County 305

Tel: (03)5885191

Central Taiwan Science Park Plant: No. 15, Keyuan 2nd Rd., Xitun Dist., Taichung City 407

Tel: (04)24629698

Chiayi Branch: No. 21, Dapumeiyuanqu 5th Rd., 19th Neighborhood, Dalin Township, Chiayi County 622

Tel: (05)2953699

III. Institution for Stock Transfer

Name: Stock Transfer Agency Department of Taishin Securities Co., Limited Tel: (02)25048125

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

IV. Contact Information of Financial Statement Auditors in the Latest Year

Name of CPA: Guei-Duan Chen, Chang-Yun Yi

Name of CPA firm: EnWise CPAs & Co.

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

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

  • V. Overseas Listings and Access to the Listing Information: Not applicable

  • VI. Company Website: http://www.awea.com

Table of Contents

Chapter I. Report to Shareholders .......................................................................................................... 1 Report to Shareholders .......................................................................................................... 1
Chapter II. Company Profile .................................................................................................................... 6
I. Establishment date ......................................................................................................... 6
II. Address and telephone of headquarters, branches and factories ................................... 6
III. History and organization ............................................................................................... 6
Chapter III. Corporate Governance ......................................................................................................... 12
I. Organizational structure .............................................................................................. 12
II. Background information of Directors, Supervisor, President, Vice President, Assistant
Manager, and heads of various departments and branches ......................................... 14
III. Corporate governance .................................................................................................. 29
IV. Information in public fees of the Certified Public Accountant Association ............... 57
V. Changes in CPA .......................................................................................................... 57
VI. Where the company’s chairman, president, or any managerial officer in charge of
finance or accounting matters has in the latest year held a position at the accounting
firm of its certified public accountant or at an affiliated enterprise of such accounting
firm, the name and position of the person, and the period during which the position was
held .............................................................................................................................. 57
VII. In the latest year and up to the publication date of the annual report, the fact regarding
transfer or pledge stock equity by the Company’s directors, supervisors and managerial
officers and key shareholders holding over 10% in shareholding ............................... 58
VIII. Data of relationship among the company’s 10 largest shareholders ........................... 59
IX. Investments jointly held by the Company, the Company’s directors, supervisors,
managerial officers, and enterprises directly or indirectly controlled by the Company.
Calculate shareholding in aggregate of the above parties ........................................... 60
Chapter IV. Funding Status ..................................................................................................................... 61
I. Share capital and shares ............................................................................................... 61
II. Insurance of corporate bonds (including overseas corporate bonds) .......................... 68
III. Status of preferred shares ............................................................................................ 68
IV. Issuance of overseas depository receipts ..................................................................... 68
V. Employee stock options ............................................................................................... 68
VI. Status of new shares issuance in connection with mergers and acquisitions .............. 68
VII. Progress on the use of funds ........................................................................................ 68
Chapter V. Business Performance .......................................................................................................... 69
I. Content of business ...................................................................................................... 69
II. Markets, production and marketing in summary ......................................................... 85
III. The number of employees employed, average years of service, average age, and ratio
of academic qualification in the last two years ........................................................... 93
IV. Environmental spending .............................................................................................. 93
V. Employee-employer relationship ................................................................................. 95
VI. Cyber security management ........................................................................................ 98
VII. Important contract ..................................................................................................... 101
Chapter VI. Financial Status .................................................................................................................. 102
I. Condensed balance sheet and statement of comprehensive income for the last five years
................................................................................................................................... 102
II. Financial analysis for the last five years .................................................................... 106
III. Audit Report of Audit Committee on Financial Statements of the Latest Year ........ 110
IV. Financial Reports for the latest year .......................................................................... 111
V. The consolidated financial statements of the parent company and its subsidiaries
reviewed and certified by CPAs in the latest year ..................................................... 197
VI. If the Company and its affiliated enterprises, in the latest year and up to the publication
date of the annual report developed an insolvency and the impact upon the Company’s
financial conditions ................................................................................................... 298
Chapter VII. Review Analysis and Risk Management of Financial Status and Operation Results ...... 298
I. Financial status .......................................................................................................... 298
II. Financial performance ............................................................................................... 299
III. Cash flow ................................................................................................................... 300
IV. The impact of the significant capital expenditure in the latest year upon the financial
performance ............................................................................................................... 300
V. The outward investment policies in the latest year. The key reasons leading to the profit
or loss, the corrective plans and the investment plan in one year ahead ................... 301
VI. Risk issues that occurred in the latest year and up to the publication date of the Annual
Report shall be analyzed and evaluated as follows ................................................... 301
VII. Other important disclosures ....................................................................................... 305
Chapter VIII. Special Disclosure ............................................................................................................. 306 Special Disclosure ............................................................................................................. 306
I. Relevant information of affiliated enterprises ........................................................... 306
II. The basis for the date, amount and price approved by the shareholders’ meeting or the
Board of Directors and its reasonableness, the method for selection of the specific
person, and the necessary reasons for private placement shall be disclosed for the
private placement of securities in the latest year and up to the publication date of the
Annual Report ........................................................................................................... 310
III. Holding or disposal of the company’s shares by its subsidiaries in the latest year and
up to the publication date of the annual report .......................................................... 310
IV. Other necessary supplemental information ............................................................... 310
Chapter IX. Any situation Specified in Article 36, Paragraph 2, Subparagraph 2 of the Securities and
Exchange Act, which has Significant Impacts on shareholders’ Equity or the Price of the
Company’s Securities, and Occurred in the Latest Year and up to the Publication Date of
the Annual Report, shall also be Specified One by One ................................................... 310

Chapter I. Report to Shareholders

  • I. Report on Results of the Company’s business performance in the 2023:

  • (I) Operating revenue: Net operating revenue of the Company in 2023 was NT$1,572,321 thousand, with a decrease of NT$711,337 thousand and a decrease rate of 31.15%, compared with the NT$2,283,658 thousand in 2022.

  • (II) Profit and loss: Net profit before tax of the Company in 2023 was NT$240,987 thousand, with a decrease of NT$198,870 thousand and a decrease rate of 45.21%, compared with the NT$439,857 thousand in 2022; net profit after tax of the Company in 2023 was NT$210,811 thousand (NT$2.18 per share), with a decrease of NT$143,332 thousand and a decrease rate of 40.47%, compared with the NT$354,143 thousand (NT$3.67 per share) in 2022.

  • (III) Comparison of earnings in 2023 and 2022 was as follows:

    • (Parent Company Only)
(Parent Company Only)
Unit: NT$thousand
Items 2023 2022 Amount in
increase/decrease
Increase
(decrease)%
Net operatingrevenues 1,572,321
2,283,658

(711,337)
(31.15%)
Operatingcosts (1,331,564) (1,825,556) (493,992) (27.06%)
Grossprofit 240,757
458,102

(217,345)
(47.44%)
Realized (Unealized) gain
amongassociated companies
3,553
(4,904)

8,457

172.45%
Net operating profit 22,476
212,519

(190,046)
(89.43%)
Netprofit before tax 240,987
439,857

(198,870)
(45.21%)
Netprofit after tax 210,811
354,143

(143,332)
(40.47%)

(Consolidated)

(Consolidated)
Items 2023 2022 Amount in
increase/decrease
Increase
(decrease)%
Net operatingrevenues 2,361,917
3,100,517

(738,600)
(23.82%)
Operatingcosts (2,002,794) (2,432,617) (429,823) (17.67%)
Grossprofit 359,123
667,900

(308,777)
(46.23%)
Realized (Unealized) gain
amongassociated companies
(210)
(4,900)

4,690

95.71%
Net operating profit 33,000
298,225

(265,225)
(88.93%)
Netprofit before tax 235,099
459,788

(224,689)
(48.87%)
Netprofit after tax 190,306
349,287

(158,981)
(45.52%)
Attributable to parent
company
210,811
354,143

(143,332)

(40.47%)
  • (IV) The budget execution status and the financial revenues in 2023 are as follows: In accordance with stipulations in “Regulations Governing the Publication of Financial Forecasts of Public Companies”, the Company did not need to disclose its financial forecast information for 2023, therefore, there was no data on its budget execution status in 2023.

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  • (V) Breakthrough in operation management:

  • Breakthrough in product development AWEA products developed with optimized functions in the direction of large-scale, composite, five-axis, high-speed and intelligence, etc.

    • (1) Gantry type high-speed five-axes machining center AG (linear motor drive) and RG (linear screw drive) series, which met the five-axis and high-speed machining needs for mold and aerospace industry.

    • (2) Various horizontal/ horizontal five-axis machining centers, which provided machining needs for mass-production line.

    • (3) The full range of bridge milling models can be matched with AWEA’s inhouse made high-speed spindle, to meet the needs of the customers’ mold processing industry.

    • (4) MEGA5 series of high-performance large-scale five-axis machining center, which met the high-speed, and high-precision machining needs of the aerospace industry.

    • (5) FCV800S milling machine 5 axes machining center series, which met the customers’ needs for compounding machining.

    • (6) The full range of bridge milling models with the new generation of milling head series, which could comprehensively improve the performance and function, and provide the customers with more choices.

    • (7) Large bridge type milling machine with AWEA homemade automatic universal head, which could meet the customers’ processing needs at different angles.

    • (8) Large moving cross rail machining center MVP series and super traveling column machining center MCP series and new moving cross rail moving column MVCP models, which could provide the customers with large processing range, large processing stroke and meet their needs for processing convenience.

    • (9) Brand-new long-stroke high-speed aluminum cutting machining center, which could provide ultra-high-speed cutting feed to meet the customers’ need for high-speed aluminum cutting.

    • (10) Intelligent information control system AiLINC new product was published, which enabled the machine matched with AiLINC to be upgraded to intelligent machine, to docking with intelligent manufacturing.

  • Breakthrough in production and sales layout

    • (1) Its sales volume of niche market products increased, and its export proportion of bridge machines increased.

    • (2) Breakthrough in sales volume in mature markets - Italy, Germany, North America, Turkey, etc.

    • (3) Development of new markets - Eastern Europe, Northern Europe, ASEAN and India, etc.

    • (4) Development and marketing of new products - new large-scale gantry machine, European-standard attachment head integration application, etc.

    • (5) It provided diversified controllers for selection, with rapid supply.

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  3. Breakthrough in improvement of corporate management

     - (1) It established corporate culture, to improve the corporate competitiveness.

     - (2) It made effective control of accounts receivable and ending balance of inventory.

     - (3) It promoted precision production, made effective control of cost, and enhanced the product competitiveness.

     - (4) It made reasonable use of general and administrative expenses, and reduced unnecessary expenditures.
  • II. Summary of the business plan for 2024

  • (I) 2024 Trading strategy

    1. Market strategy: To make full use of the information platform, establish complete marketing documents and sales system, coordinate agents in different regions to support each other in machine sales, reduce stock volume and improve delivery speed; cooperate with exhibitions using the group image both at home and abroad, make market promotion, and reduce sales resistance.

    2. Sales strategy: Enhance brand recognition between the agents and the customers.

    3. Management strategy: Reduce the error rate, and improve the working quality.

  • (II) Business objective for 2024

    • Estimated sales volume in 2024: 96 bridge machines, and 405 C-type machines.
  • III. Production and marketing policies

Important long-term direction:

  • (I) Continue to make diversion of market: Making diversification of the market is conducive to avoiding the risk of market concentration, which is a long-term policy of the Company, and is conducive to the stable development of the Company.

  • (II) Improve customer satisfaction by service: After service is an important link for maintaining customers, and the Company could obtain repeat orders only with a good after-sales service, therefore, in the future, the Company will struggle toward the objective of rapid service and inexpensive but excellent support.

  • (III) Develop products as required by the market: To strengthen the interaction and understanding of the market, develop products according to market demand, and improve the market share of products.

  • IV. Impact from external competition environment, regulatory environment and overall operation environment

  • The Company’s development in the future is subject to impact from the following adverse factors:

  • (I) The NTD exchange rate fluctuates greatly, which has an impact on order-receiving and production costs, as well as adverse impact on operation.

  • (II) The domestic labor laws and regulations are rigid, which is easy to cause employee-employer conflicts, increase the operating costs, and have adverse impact on development of the industry.

3

  • V. Future development strategies

  • (I) Marketing strategies:

    1. To adjust the sales market proportion and strategy in response to COVID-19 epidemic, China-United States trade war and inflation impact.

    2. To demonstrate advantages of the Company’s products in aerospace and wind power green energy, and expand the market supply and share.

    3. To invest more resources for development since the trend of intelligent products with industry 4.0 is becoming increasingly obvious.

    4. To integrate and develop all kinds of five-axis application technologies, and expand sales of five-axis machine.

    5. To actively improve all kinds of high-end five-axis products in active markets of five-axis machines.

    6. To actively expand the international market, and integrate the demonstration, sales, service and repair sites.

    7. To actively introduce talents, make industry-university cooperation, and deeply improve the Company’s long-term development competitiveness.

    8. To make use of the information tool and platform, and integrate exhibitions, advertising and publicity, to enhance marketing channels.

  • (II) Procurement strategy

    1. To strengthen supply chain links to shorten lead times of raw materials and reduce stock inventory, and improve the delivery speed and mobility.

    2. To make group procurement and price negotiation, make regular assessment of the suppliers, and implement ISO assessment of the suppliers’ quality, delivery and price, and coach the suppliers to enhance their competitiveness, thus enhancing the competitiveness of the Company.

  • (III) Development orientation of product

    1. To cooperate with the domestic green energy, wind power, shipbuilding and other industrial policies to develop new-generation products, so as to make a preparation for competitive advantages in the future.

    2. To construct a complete product line, and coordinate with the Goodway Parent Company, to make respective development in the field of professional milling machine machining and turning machining technologies.

    3. To make research and development of high value-added new products, such as gantry-type\ floor-type moving column gantry machine, floor-type moving column moving cross rail gantry machine, high-efficiency mass production machine, high-speed five-axis machine, and horizontal boring machine, etc.

    4. To deepen the development of intelligent and automated new products at the high-tech level.

    5. To actively promote and expand products in aerospace machining markets in cooperation with the development trend of aerospace industry in the world.

4

  1. To develop new-generation products in compliance with the global trend of energy-saving, carbon-reduction and green manufacturing.

  2. (IV) Production strategies

  3. To improve the self-production rate, and strengthen the precision machining equipment and self-assembly capacity, so as to improve the product quality.

  4. To commence construction of Dapumei Phase II plant, the completion of which can improve production capacity of small vertical machines, achieving rapid supply.

  5. To put Phase II plants of Wujiang Plant into mass production, with key precision components supported by the parent factory, so as to improve production capacity in Mainland China.

In the post-epidemic era in 2023, confronted with global high inflation, the FED continued to maintain a high interest rate to suppress inflation, and the global capital expenditure was comprehensively depressed under such environment, having an indirect impact on recovery of the tool industry. Fortunately, as of November 2023, the capital market expected that the U.S. Federal Reserve has completed this cycle of raising interest rate. At present, the world is waiting with bated breath, and it’s expected that the fall of the inflation data and the return of expansion of manufacturing capital expenditure demand could bring the opportunity of the next industrial recovery for the tool machine industry.

The management team of AWEA has always been following a dedicated attitude and making all-round preparation, and we believe that this year, with the continuous support of all you shareholders, we have the confidence to overcome all kinds of adverse internal and external factors, so as to make the Company continue to grow steadily in the sluggish environment, to repay you shareholders’ trust in the management team of AWEA. Thanks again to all shareholders for your support and recognition. At last, I wish all of you:

A good health, and all the best wishes for you!

AWEA Mechantronic Co., Ltd.

President: Shang-Ru Yang

Chairman:

President:

Accounting Supervisor:

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Chapter II. Company Profile

  • I. Establishment date

Headquarter: The registration of its establishment was approved on July 16, 1986 Taichung Branch: The registration of its establishment was approved on May 16, 2007.

Chiayi Branch: The registration of its establishment was approved on December 25, 2017.

II. Address and telephone of headquarters, branches and factories

Headquarter: No. 629, Sec. Shuichetou, Guanpu Rd., Xinpu Township, Tel.: (03) 588-5191 Hsinchu County Taichung Branch: No. 15, Keyuan 2nd Rd., 2nd Neighborhood, Lincuo Vil., Tel.: (04) 2462-9698 Xitun Dist., Taichung City Hsinchu Plant: No. 629, Sec. Shuichetou, Guanpu Rd., Xinpu Township, Tel.: (03) 588-5191 Hsinchu County Central Taiwan No. 15, Keyuan 2nd Rd., 2nd Neighborhood, Lincuo Vil., Tel.: (04) 2462-9698 Science Park Plant: Xitun Dist., Taichung City Chiayi Branch: No. 21, Dapumeiyuanqu 5th Rd., 19th Neighborhood, Dalin Tel.: (05) 295-3699 Township, Chiayi County

III. History and organization

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

  • 1987 A capital of NT$14.21 million was increased.

  • The VMC won the Taiwan Excellence Award issued by the Taiwan External Trade Development Council.

  • 1988 Products began to be exported.

  • The development of the P-type gantry vertical machining center was completed in November.

  • 1989 A capital of NT$112.3 million was increased. In September, the plant moved to the present site of Xinpu Township, Hsinchu County.

  • It won the Taiwan Excellence Award issued by the Taiwan External Trade Development Council.

  • The FMV won the Taiwan Excellence Award issued by the Taiwan External Trade Development Council.

  • 1990 A capital of NT$179.94 million was increased.

  • The development of the PM-type moving column gantry vertical machining center was completed in June.

  • The LS-type moving column CO2 laser cutter was completed in October.

  • The P-type gantry vertical machining center won the Eminence Award of Research and Development Innovative Product Competition issued by the Taiwan Association of Machinery Industry.

6

  • The LS-type moving column CO2 laser cutter won the Excellent Award of Research and Development Innovative Product Competition issued by the Taiwan Association of Machinery Industry.

  • 1991 Phase I plant construction was completed on February 2.

  • The PL-type fixed column gantry CO2 laser cutter was completed.

  • 1992 Cooperated with the Japanese TRE company in the development of the MMA-type gantry vertical machining center, which won the Eminence Award of Research and Development Innovative Product Competition issued by the Taiwan Association of Machinery Industry.

  • PL-type fixed column CO2 laser cutter.

  • 1993 The development of the SP-type gantry vertical machining center was completed in April.

  • The PMT-type moving column gantry vertical machining center was developed in May.

  • 1994 The SP-type gantry vertical machining center won the Taiwan Excellence Award.

  • The development of the VP1050 small gantry vertical machining center was completed in September.

  • Funded by the Industrial Development Bureau (development plan of new leading products) for the development of the HVC-type large gantry five-face machining center.

  • 1995 The VP-1050 gantry vertical machining center won the Eminence Award of Research and Development Innovative Product Competition issued by the Taiwan Association of Machinery Industry in March.

  • The development of the LP-type gantry vertical machining center was completed in September.

  • VP and SP gantry vertical machining centers were certified by AMTRI (CE) of the UK in September.

  • The expansion of the plant covering an area of 1000 square meters (D plant) was completed in December.

  • 1996 The VP1050 gantry vertical machining center won the Taiwan Excellence Award.

  • “Integrity, mutual benefit, enhancement and harmony” were established as the Company’s management ideas.

  • The quality assurance system was certified by TUV RHEINLAND ISO 9001 of the Germany in October.

  • The development of the VP1509/VP2012 small gantry vertical machining center was completed in December.

  • 1997 The LP-type machining center won the ITaiwan SMEs Innovation Award issued by the Ministry of Economic Affairs in February.

  • The VP-type machining center won the Outstanding Award of the 5th Machine Tool Research and Development Innovative Product Competition issued by the Taiwan Association of Machinery Industry in March.

  • The public offiering of shares was approved by the Securities and Futures Bureau, FSC in June.

  • A capital of NT$302.02 million was increased in August.

7

  • 1998 The VP2012 machining center won the Taiwan Excellence Awards in April.

  • A capital of NT$381.70 million was increased in June.

  • It won the National Award of Outstanding SMEs on September 19.

  • The construction of A1/A2 plant was completed in September.

  • It was certified by ISO14001 in November.

  • It obtained the product trademark of “Gantry Family” in December.

  • It was officially listed in Taiwan Stock Exchange with a offering price of NT$36 on December 29.

  • 1999 In February, an investment was made to establish Baiwei Development Co., Ltd., holding shares of 99.99%.

  • In March, the Company was funded by the development plan of new leading products of the Industrial Development Bureau for the development of the RV-type high-speed cutting and machining center.

  • A capital of NT$423.11 million was increased in July.

  • VB and LP gantry vertical machining centers were certified by AMTRI (CE) of the UK in August.

  • The LP gantry vertical machining center won the Taiwan Excellence Award in December.

  • 2000 A capital of NT$466.68 million was increased in July.

  • Over-the-Counter shares were listed on September 11.

  • It won the Industrial Technology Advancement Award issued by the Ministry of Economic Affairs in September.

  • The additional head positioning device won the patents of China and Taiwan.

  • The development of the gantry vertical high-speed machining center, the new leading product of the Industrial Development Bureau, was completed.

  • 2001 To develop small vertical machining center series products, a new plant was rented in Taichung and the products were officially put into production in November.

  • The large (6M×5M) crown block moving column machining center was completed.

  • In March, Puwei Technology Co., Ltd. was established to develop production equipment for the electronics industry by international cooperation, and ODM completed the first two PCB drilling prototypes.

  • In March, Shanghai Zhuwai Mechanical and Electrical Co., Ltd. was established in the third place and rented the plant in Shanghai Qingpu Industrial Zone, and began operation in November to greatly service and business capacity of Taiwanese companies in Mainland China.

  • 2002 The development of 16,701 square meters of adjacent agricultural land in Xinpu to industrial land was completed in August.

  • In August, Dawei Mechantronic (Suzhou) Co., Ltd. was established in the third place Suzhou Xiangcheng Economic Development Zone.

  • Horizontal model planning and prototype development were completed.

  • The large crown block moving column machining center was listed successfully, in which one crown block was listed as Taiwan’s first 14M×5M crown block.

8

  • 2003 The bridge type five-axis machining center won the Outstanding Award of Research and Development Innovative Product Competition in March.

  • It was approved to apply to set up a branch in the Central Taiwan Science Park in August.

  • 2005 In March, the BL floor-type boring CNC horizontal machining center was successfully listed, and won the Eminence Award of Research and Development Innovative Product Competition.

  • On June 30, the affiliated enterprise Puwei Technology Co., Ltd. applied for suspension of business for lack of investment benefits.

  • In September, the Company was funded by the development plan of new leading products of the Industrial Development Bureau for the development of the CNC horizontal integrated machining center.

  • 2006 On January 25, the Company issued the first domestic unsecured convertible corporate bonds over the counter.

  • In February, the Company negotiated with Japan’s Toyoda Machine to cooperate in production and marketing, and product development.

  • On April 25, the groundbreaking ceremony was held for the plant in the Taichung Science Park. The plant covered a rented area of 25,000 square meters, and a building area of 23,837 square meters.

  • 2007 In March, the newly developed five-axis machine F99U won the Eminence Award of Research and Development Innovative Product Competition.

  • In April, the Company’s first domestic unsecured convertible corporate bonds were all converted into ordinary shares, which were divided into 5,756,926 shares.

  • In May, the Company was approved to apply to set up a branch in the Central Taiwan Science Park.

  • In October, the Central Taiwan Science Park Plant was officially put into operation.

  • 2008 On March 8, people in the industry, government and academia and agents and supplies at home and abroad were invited to celebrate the opening of the Company’s Central Taiwan Science Park Plant.

  • In July, the transferred capital increase was NT$45,447 thousand, and the paid-in capital reached NT$829,011 thousand.

  • In November, a subsidiary of AWEA (USA) was established as the sales market and service base for the development of gantry machines in the American region.

  • In November, the subsidiary of Baiwei Development holding 100%, and the AWEA shares of NT$5,303,090 held by Baiwei Development were canceled, and the pain-in capital was NT$823,709 thousand.

  • The development of new adjacent land of Hsinchu Plant was completed in December, and changed to industrial land.

  • 2009 In March, the five-axis machine FMV-45 won the Excellent Award of Research and Development Innovative Product Competition.

  • In July, the capital transferred from surplus reserve reached NT$82,371 thousand, and the paid-in capital reached NT$906,080 thousand.

  • In October, the expansion of Hsinchu Plant was commenced, which made preparations

9

for the future medium-term development of AWEA.

  • In November, the gantry moving beam MVP-5032 was launched to participate in the Taichung Automation Machinery Exhibition, opening a new milestone for the development of AWEA’s gantry machines.

  • 2010 In November, Building A of Hsinchu Plant was officially rebuilt and put into use.

  • In November, an investment was made to establish Jiawei Mechantronic Co., Ltd., holding shares of 100%.

  • In November, the gantry crown block five-axis machining center LV6030 was launched to participate in the Taichung Automation Machinery Exhibition, opening a new milestone for the development of AWEA’s gantry machines.

  • The Company applied for conducting the Solid Foundation and Enhancement Research Plan of the Science Park with the Department of Mechanical Engineering of National Chung Hsing University.

  • The Company applied for conducting the Development of High-precision Optical Installation Calibration System for Large Machines and Tools, an industry-university plan of the National Science and Technology Council with National Formosa University.

  • 2011 In January, the Company invested YAMA SEIKI USA INC., holding shares of 28.58%. In February, the office of Hsinchu Plant was officially put into use.

  • In March, the Company invested in the establishment of AWEA Korea, holding shares of 100%.

  • 2012 In October, the results of the gantry-type friction stirring welder were published. In November, the gantry type five-axis machine was released and participated in exhibition.

  • 2013 In March, the high-precision horizontal boring and milling machine MB1512+APC won the Eminence Award of Research and Development Innovative Product Competition.

  • 2014 In January, Yih Chuan Machinery Industry Co., Ltd. joined AWEA Group, holding shares of 60%.

  • In April, the first echelon of the AWEA Happy Life One Day Camp activity was organized in Taichung Plant.

  • 2015 In May, AWEA’s second convertible corporate bonds were released, with a credit of NT$400 million.

  • In November, the 2015 Happy Life One Day Camp activity was organized.

  • The mass production of the five-axis machine FCV 620 begun, becoming a new force for the production and marketing of five-axis machines.

  • MEGA5 large five-axis machines were expanded, and the preparation of series products was completed.

  • 2016 In September, the capital increase transferred from surplus reserve reached NT$45,997,220.

  • In October, the construction of Dapumei New Plant was commenced.

  • 2017 In March, the vertical five-axis machine FCV620 won the Eminence Award of Research and Development Innovative Product Competition.

  • In December, Dapumei Plant was completed, and Chiayi Branch was established.

10

  • 2018 Development of the AHM-800 horizontal integrated machine.

  • Development of the EH5-500 horizontal five-axis machine.

  • 2019 Development of the FCV-8000II new-generation five-axis machine. 2020 Development of the moving column moving beam machining center.

  • Development and release of the intelligent information control system product.

  • Development of production management function of the intelligent information control system.

  • Development of the AD-550/500 two-spindle C-type machine.

  • 2021 Optimization and development of the one-index AC full-automatic universal joint. Optimization and development of the 4,500RPM horizontal joint.

  • Integration of the LB/EP fixed column gantry machine.

  • Development of the diagnostic function of the machine.

  • 2022 Development of VP-type 12KB internal spindle.

  • Electrical design of the self-made tool changer.

  • Development of the AU-680 high-rigidity moving column five-axis machine.

  • Development of the intelligent spindle thermal displacement deep learning compensation technique.

  • Development of the intelligent tapping deep learning automatic dispatch technique.

  • 2023 Intelligent digital communication box.

  • Intelligent information APP.

  • Development of the Z800 linear guide vertical junction spindle box.

  • Development of the tray storage system of the five-axis machine.

  • The construction of Dapumei Phase II plant was commenced.

11

Chapter III. Corporate Governance

I. Organizational structure

  • (I) Organization chart

==> picture [464 x 301] intentionally omitted <==

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

Shareholders’
Meetings
Audit Committee
The Remuneration
Board of Directors
Committee
Internal Audit
Chairman
Employee Welfare
Committee
President
Labor Safety and Health President’s Office
Committee
Department Chiayi Plant Park Plant Department
Hsinchu Plant
R&D Department Marketing Service
Finance Department
Central Taiwan Science General Administration
----- End of picture text -----

(II) Major corporate functions:

Department name Business
Internal Audit Responsible for internal audit related business.
President’s Office Responsible for corporate culture, strategy/policy formulation, long-term
development planning, workforce development, enterprise cooperation,
business performance, information and project management, and other
related businesses.
R&D Department Coordinate the establishment of product technology, new product
development/improvement, technical documentation management,
intellectual property management, technical cooperation, R&D resource
integration and other matters to maintain the market competitiveness of
products.
Marketing Service
Department
Responsible for the development of domestic and mainland markets and
foreign sales markets, access establishment/management, customer services
and complaints, after-sales services of products, product sales/collection,
import and export and other matters, to achieve the annual goals of the
Company.

12

Department name Business
Chiayi Plant Responsible for management and production, product quality/cost/delivery
time, formulation of quality plans and targets, establishment and
implementation of quality inspection/assurance systems, establishment of
production technologies, capacity expansion, and product assembly, to
achieve the annual production goals of the Company.
Central Taiwan
Science Park Plant
Responsible for management and production, product quality/cost/delivery
time, formulation of quality plans and targets, establishment and
implementation of quality inspection/assurance systems, establishment of
production technologies, capacity expansion, and product assembly, to
achieve the annualproductiongoals of the Company.
Hsinchu Plant Responsible for management and production, product quality/cost/delivery
time, formulation of quality plans and targets, establishment and
implementation of quality inspection/assurance systems, establishment of
production technologies, capacity expansion, and product assembly, to
achieve the annualproductiongoals of the Company.
General
Administration
Department
Responsible for administration, personnel management, stock affairs, and
general affairs.
Finance Department Comprehensively deal with the management, finance, accounting, accounts,
investment and financial management, and other affairs of subsidiaries.

13

II. Background information of Directors, Supervisor, President, Vice President, Assistant Manager, and heads of various departments and branches

  • (I) Profile of directors

1. Basic information

(I)
Profile of directors
1.
Basic information
(I)
Profile of directors
1.
Basic information
(I)
Profile of directors
1.
Basic information
(I)
Profile of directors
1.
Basic information
(I)
Profile of directors
1.
Basic information
(I)
Profile of directors
1.
Basic information
(I)
Profile of directors
1.
Basic information
April 20,2024;Unit: shares
Title Nationality
and
registry
Name Gender
/ Age
Date
elected
Term Date
first
elected
Shares at election Current number of shares
held
Shareholdings of spouse
and minor children
Shares held in the
names of others
Major career (academic)
achievements
Current duties in the
Company and in other
companies
Spouse or relatives of second
degree or closer acting as
department heads, directors or
supervisor
Number of
shares
Ratio of
Shareholding
Number of
shares
Ratio of
Shareholding
Number
of shares
Ratio of
Shareholding
Number
of shares
Ratio of
Shareholding
Title Name Relationship
Chairman Taiwan De-Hua Yang Male
78
years
old
June 7,
2023
3
years
May
29,
2002
9,031,403 9.35% 9,031,403 9.35% Education Recognitions:
Department of
Mechanical Engineering,
National Chung Hsing
University
EMBA, National Chung
Hsing University
Work experience:
Chairman and CEO of
Goodway Machine Corp.
Chairman of Hung Jiu
Machine Co., Ltd.
Chairman of JiaJin
Investment Co., Ltd.
Chairman of Hong Hua
Investment Co., Ltd.
Chairman of Huahan
Leasing Co., Ltd.
Person in charge of B-
way,Billion- way
(Cayman)
Person in charge of
YAMA SEIKI USA
INC.
Director of Turvo
International Co., Ltd.
Chairman of Yang
Wenxu Charity
Foundation

Chairman of the
Company
Other companies:
Chairman and CEO of
Goodway Machine
Corp.
Chairman of Hung Jiu
Machine Co., Ltd.
Chairman of JiaJin
Investment Co., Ltd.
Chairman of Hong Hua
Investment Co., Ltd.
Chairman of Huahan
Leasing Co., Ltd.
Person in charge of B-
way,Billion- way
(Cayman)
Person in charge of
YAMA SEIKI USA
INC.
Managing Director of
Precision Machinery
Research Development
Center
Managing Director of
Taiwan Machine Tool
Foundation
Chariman of
Academia-Industry
Consortium for Science
Park in Central Taiwan
Director of Turvo
International Co., Ltd.
Chairman of Yang
Wenxu Charity
Foundation
President
Director
Shang-
Ru Yang
Qing-
Feng
Yang
Father and
son
Brother-in-
law

14

Title Nationality
and
registry
Name Gender
/ Age
Date
elected
Term Date
first
elected
Shares at election Shares at election Current number of shares
held
Current number of shares
held
Shareholdings of spouse
and minor children
Shareholdings of spouse
and minor children
Shares held in the
names of others
Shares held in the
names of others
Major career (academic)
achievements
Current duties in the
Company and in other
companies
Spouse or relatives of second
degree or closer acting as
department heads, directors or
supervisor
Spouse or relatives of second
degree or closer acting as
department heads, directors or
supervisor
Spouse or relatives of second
degree or closer acting as
department heads, directors or
supervisor
Number of
shares
Ratio of
Shareholding
Number of
shares
Ratio of
Shareholding
Number
of shares
Ratio of
Shareholding
Number
of shares
Ratio of
Shareholding
Title Name Relationship
Director Taiwan Goodway
Machine
Corp.
June 7,
2023
3
years
May
29,
2002
47,941,311 49.63% 47,962,311 49.65%
Taiwan Goodway
Machine
Corp.
Representative
: Cheng-Xuan
Wang
Male
50
years
old
June 7,
2023
2
years
April 2,
2021

Education Recognitions:
Bachelor’s degree of
Information Engineering
and Computer Science,
Feng Chia University
Work experience:
Assistant manager of
Marketing Planning
Department of Goodway
Machine Corp.
Awea Mechantronic
(Suzhou) Ltd.
Representative of juristic
person
Representative of juristic
person of Shanghai
Zhuwai Mechanical and
Electrical Co., Ltd.
Person in charge of
Hung Jiu Investment
Co., Ltd.
Person in charge of
Hong Li Investment Co.,
Ltd.
Special Assistant to
Chairman of the
Company
Other companies:
Assistant manager of
Joint Marketing
Planning Department of
Goodway Machine
Corp.
Representative of
juristic person of Awea
Mechantronic (Suzhou)
Ltd.
Representative of
juristic person of
Shanghai Zhuwai
Mechanical and
Electrical Co., Ltd.
Person in charge of
Hung Jiu Investment
Co., Ltd.
Person in charge of
Hong Li Investment
Co.,Ltd.

Director Taiwan Cheng-Jun
Yang
Male
50
years
old
June 7,
2023
3
years
August
18,
2021
1,000 0.00% Education Recognitions:
Executive Master of
Business Administration,
National Chung Hsing
University
Work experience:
Person in charge of
Axtron Investment Ltd.
Chairman of Yih Chuan
Machinery Industry Co.,
Ltd.
The Company: None
Other companies:
Person in charge of
Axtron Investment Ltd.
Chairman of Yih Chuan
Machinery Industry
Co., Ltd.

Chairman
De-Hua
Yang
Father and
son
Director Taiwan Qing-Feng
Yang
Male
73
years
old
June 7,
2023
3
years
August
18,
2021
130,000 0.13% 130,000 0.13% Education Recognitions:
Bachelor’s degree of
Accounting, National
Chung Hsing University
Work experience:
Vice President of
The Company: None
Other companies:
None.
Chairman De-Hua
Yang
Wife’s uncle

15

Title Nationality
and
registry
Name Gender
/ Age
Date
elected
Term Date
first
elected
Shares at election Shares at election Current number of shares
held
Current number of shares
held
Shareholdings of spouse
and minor children
Shareholdings of spouse
and minor children
Shares held in the
names of others
Shares held in the
names of others
Major career (academic)
achievements
Current duties in the
Company and in other
companies
Spouse or relatives of second
degree or closer acting as
department heads, directors or
supervisor
Spouse or relatives of second
degree or closer acting as
department heads, directors or
supervisor
Spouse or relatives of second
degree or closer acting as
department heads, directors or
supervisor
Number of
shares
Ratio of
Shareholding
Number of
shares
Ratio of
Shareholding
Number
of shares
Ratio of
Shareholding
Number
of shares
Ratio of
Shareholding
Title Name Relationship
GoodwayMachine Corp.
Director Taiwan Goodway
Machine
Corp.
Representative
: Kun-Nan
Zhuang
Male
74
years
old
June 7,
2023
3
years
June 7,
2023
10,580 10,580 0.01% 16,510 0.02% Education Recognitions:
Wun Shan Elementary
School
Work experience:
Director of Fittech Co.,
Ltd.
Chairman of Yo Hao
Enterprise Co., Ltd.
The Company: None
Other companies:
Director of Fittech Co.,
Ltd.
Chairman of Yo Hao
Enterprise Co., Ltd.
Independent
Director
Taiwan Zheng-Yong
Huang
Male
74
years
old
June 7,
2023
3
years
June 7,
2023
Education Recognitions:
Department of
Architecture, National
Taipei University of
Technolog
Bachelor’s degree of
Civil and Construction
Engineering, National
Taiwan University of
Science and Technology
Work experience:
Chairman of Te Chang
Construction Co., Ltd.
Chairman of Wang Xin
Development and
Construction Co., Ltd.
Chairman of DG Rubber
Co., Ltd.
Chairman of Classic
Railway International
CO., Ltd.
The Company: None
Other companies:
Chairman of Te Chang
Construction Co., Ltd.
Chairman of Wang Xin
Development and
Construction Co., Ltd.
Chairman of DG
Rubber Co., Ltd.
Chairman of Classic
Railway International
CO., Ltd.
Independent
Director
Taiwan Li-Ying Luo Female
45
years
old
June 7,
2023
3
years
June 7,
2023
Education Recognitions:
Bachelor’s degree of
National Kaohsiung First
University of Science
and Technology
Work experience:
Manage of Fittech Co.,
Ltd.
Assistant manager of Da
Fon Environmental
Technology Co., Ltd.

The Company: None
Other companies: None

16

Title Nationality
and
registry
Name Gender
/ Age
Date
elected
Term Date
first
elected
Shares at election Shares at election Current number of shares
held
Current number of shares
held
Shareholdings of spouse
and minor children
Shareholdings of spouse
and minor children
Shares held in the
names of others
Shares held in the
names of others
Major career (academic)
achievements
Current duties in the
Company and in other
companies
Spouse or relatives of second
degree or closer acting as
department heads, directors or
supervisor
Spouse or relatives of second
degree or closer acting as
department heads, directors or
supervisor
Spouse or relatives of second
degree or closer acting as
department heads, directors or
supervisor
Number of
shares
Ratio of
Shareholding
Number of
shares
Ratio of
Shareholding
Number
of shares
Ratio of
Shareholding
Number
of shares
Ratio of
Shareholding
Title Name Relationship
Independent
Director
Taiwan Yu-Ren Su Male
45
years
old
June 7,
2023
3
years
June 7,
2023
Education Recognitions:
Associate degree of
Grossmont College
Work experience:
Management
Information System
Engineer of Dayungs
Development Co., Ltd
The Company: None
Other companies:
Management
Information System
Engineer of Dayungs
Development Co., Ltd
Independent
Director
Taiwan Xi-Peng Hong Male
77
years
old
June 7,
2023
3
years
June
10,
2020
Education Recognitions:
Master of Bio-Industrial
Mechatronics
Engineering, National
Chung Hsing University
Work experience:
Lecturer of Department
of Mechanical
Engineering, Hsiuping
University of Science
and Technology
The Company: None
Other companies:
None.

17

  1. Major shareholders of juristic person shareholders

April 30, 2024

Name of juristic person shareholder Major shareholders of juristic person shareholders De-Hua Yang (41.21%) Hong Li Investment Co., Ltd. (7.16%) JiaJin Investment Co., Ltd. (7.39%) Yu En Investment Co., Ltd. (6.43%) Zhi Yuan Investment Co., Ltd. (6.52%) Goodway Machine Corp. Zong Han Investment Ltd. (6.32%) Axtron Investment Co., Ltd. (5.79%) Fubon Life Insurance Co., Ltd. (3.29%) Hong Hua Investment Co., Ltd. (2.61%) Hung Jiu Investment Co., Ltd. (2.63%)

  1. The above table shows the major shareholders (top ten in the ratio of shareholding) of

juristic person shareholders and their ratios of shareholding

Name of juristic person Major shareholders of juristic person
Hong Li Investment Co., Ltd. De-Hua Yang (27.40%), Cheng-Jun Yang (24.20%),
Shang-Ru Yang (24.20%), Shu-Han Yang (24.20%)
JiaJin Investment Co., Ltd. De-Hua Yang (33.31%), Cheng-Jun Yang (22.50%),
Shang-Ru Yang (22.47%), Shu-Han Yang (21.67%),
De-Sheng Yang (0.02%), Chun-Mu Zhang (0.02%),
Qing-FengYang (0.02%)
Yu En Investment Co.,Ltd. Shu-Han Yang (100.00%)
Zhi Yuan Investment Co., Ltd. De-Hua Yang (46.60%), Cheng-Jun Yang (17.25%),
Shang-Ru Yang (17.75%), Shu-Han Yang (17.75%),
Qi-Guan Zeng (0.50%), De-Sheng Yang (0.05%),
Chun-Mu Zhang (0.05%), Qing-Feng Yang (0.05%)
ZongHan Investment Co., Ltd. Shang-Ru Yang (100.00%)
Axtron Investment Co., Ltd. Cheng-Jun Yang (100.00%)
Fubon Life Insurance Co.,Ltd. Fubon Financial HoldingCo.,Ltd.(100.00%)
Hong Hua Investment Co., Ltd. De-Hua Yang (27.40%), Cheng-Jun Yang (24.20%),
Shang-Ru Yang (24.20%), Shu-Han Yang (24.20%)
Hung Jiu Investment Co., Ltd. De-Hua Yang (31.33%), Shu-Han Yang(12.50%),
Shang-Ru Yang (12.50%), Jiang-Bin Jiang(8.33%),
Su-Wan Xiao (8.33%), Shang-Hua Jiang(5.00%)
Qing-Zhang Wu (5.00%), Yu En Investment Co.,
Ltd. (4.17%), Zong Han Investment Ltd. (4.17%),
Zhi-Chang Cai (3.33%), Zhen-Zhong Zheng
(1.67%),Zhen-Chuan You(0.33%)

18

  1. Disclosure of professional qualification of the directors and independence of directors:
Qualification
Name

Professional qualification and experience
Compliance of
independence
(Note)
Number of
positions as an
Independent
Director in other
public listed
companies
De-Hua Yang Education Recognitions:
Bachelor’s degree of Mechanical Engineering,
National Chung Hsing University
EMBA, National Chung Hsing University
Work experience:
Chairman and CEO of Goodway Machine Corp.
Chairman of Hung Jiu Machine Co., Ltd.
Chairman of JiaJin Investment Co., Ltd.
Chairman of Hong Hua Investment Co., Ltd.
Chairman of Huahan Leasing Co., Ltd.
Person in charge of B-way,Billion-way (Cayman)
Person in charge of YAMA SEIKI USA INC.
Managing Director of Precision Machinery Research
Development Center
Managing Director of Taiwan Machine Tool
Foundation
Chariman of Academia-Industry Consortium for
Science Park in Central Taiwan
Director of Turvo International Co., Ltd.
Chairman of Yang Wenxu Charity Foundation
(8)(9)(11)(12) None
Goodway Machine
Corp.
Representative:
Cheng-Xuan Wang
Education Recognitions:
Bachelor’s degree of Information Engineering and
Computer Science, Feng Chia University
Work experience:
Chairman of Hung Jiu Investment Co., Ltd.
Assistant manager of Joint Marketing Planning
Department of Goodway Machine Corp.
Special Assistant to Chairman of AWEA
Mechantronic Co., Ltd.
(3)(4)(5)(6)(7)(8)
(9)(10)(11)(12)
None
Goodway Machine
Corp.
Representative:
Kun-Nan Zhuang
Education Recognitions: Wun Shan Elementary
School
Work experience:
Director of Fittech Co., Ltd.
Chairman of Yo Hao Enterprise Co., Ltd.
(1)(2)(3)(4)(5)(6)(7)
(8)(9)(10)(11)(12)

None
Cheng-Jun Yang Education Recognitions:
Master of Business Administration, National Chung
Hsing University
Work experience:
Person in charge of Axtron Investment Ltd.
Chairman of Yih Chuan Machinery Industry Co.,
Ltd.
(5)(8)(9)(11)(12) None

19

Qualification
Name

Professional qualification and experience
Compliance of
independence
(Note)
Number of
positions as an
Independent
Director in other
public listed
companies
Qing-Feng Yang Education Recognitions:
Bachelor’s degree of Accounting, National Chung
Hsing University
Work experience:
Vice President of Goodway Machine Corp.
(1)(2)(3)(5)(6)(7)
(8)(9)(11)(12)
None
Zheng-Yong
Huang
(Independent
Director)
Education Recognitions:
Department of Architecture, National Taipei
University of Technolog
Bachelor’s degree of Civil and Construction
Engineering, National Taiwan University of Science
and Technology
Work experience:
Chairman of Te Chang Construction Co., Ltd.
Chairman of Wang Xin Development and
Construction Co., Ltd.
Chairman of DG Rubber Co., Ltd.
Chairman of Classic Railway International CO., Ltd.
(1)(2)(3)(4)(5)(6)(7)
(8)(9)(10)(11)(12)

None
Li-Ying Luo
(Independent
Director)
Education Recognitions:
Bachelor’s degree of National Kaohsiung First
University of Science and Technology
Work experience:
Manage of Fittech Co., Ltd.
Assistant manager of Da Fon Environmental
Technology Co., Ltd.
(1)(2)(3)(4)(5)(6)(7)
(8)(9)(10)(11)(12)

None
Yu-Ren Su
(Independent
Director)
Education Recognitions:
Associate degree of Grossmont College
Work experience:
Management Information System Engineer of
Dayungs Development Co., Ltd
(1)(2)(3)(4)(5)(6)(7)
(8)(9)(10)(11)(12)

None
Xi-Peng Hong
(Independent
Director)
Education Recognitions:
Master of Bio-Industrial Mechatronics Engineering,
National Chung Hsing University
Work experience:
Lecturer of Department of Mechanical Engineering,
Hsiuping University of Science and Technology
(1)(2)(3)(4)(5)(6)(7)
(8)(9)(10)(11)(12)

None

20

  • Note: The directors and supervisors who meet the following conditions in the two years before the election and during the term of his/her office, please fill in the code.

  • (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. The same does not apply, however, in case where the person is an independent director of the company, its parent company or any subsidiary, as appointed in accordance with the laws of Taiwan or with the laws of the country of the parent company or subsidiary.

  • (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 amount of 1% or more of the total number of issued shares of the company or ranks as one of its top ten shareholders.

  • (4) Not a manager of (1) or spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of (2) or (3).

  • (5) Not a director, supervisor or employee of an institutional shareholder that directly holds 5% or more of the total number of issued shares of the Company or ranks as one of its top five shareholders or was appointed pursuant to Article 27, paragraph 1 or 2 of the Company Act. (The same does not apply, however, in case where the person is an independent director of the company, its parent company, or any subsidiary, as appointed in accordance with the laws of Taiwan or with the laws of the country of the parent company or subsidiary.)

  • (6) Not a director, supervisor, or employee of another company where a majority of the Company’s directorships or voting shares and those of another company are controlled by the same person (except for an independent director engaged concurrently by the Company, its parent company, and its subsidiary or a subsidiary under the same parent company in accordance with the Act or local laws and regulations).

  • (7) Not the same person as the Company’s Chairman, President or person with equivalent position or the director (managing director), supervisor or employee of company or institution of the spouse thereof. (The same does not apply, however, in cases where the person is an independent director of the company, its parent company, or any subsidiary as appointed in accordance with the laws of Taiwan or with the laws of the country of the parent company or subsidiary.)

  • (8) Not a director (managing director), supervisor, manager, or shareholder holding 5% or more of the shares of a specific company or institution which has a financial or business relationship with the Company (except for a specific company or institution holding more than 20% and no more than 50% of the total issued shares of the Company and for an independent director engaged concurrently by the Company, its parent company, and its subsidiary or a subsidiary under the same parent company in accordance with the Act or local laws and regulations).

  • (9) Not a professional individual who or an owner, partner, director (managing director), supervisor or officer of a sole proprietorship, partnership, company or institution that, provides commercial, legal, financial, accounting services or consultation to the Company or to any affiliate of the Company in the last two years with an accumulated service compensation of less than NT$500 thousand or a spouse thereof. This restriction does not apply to any member of the Remuneration Committee, public tender offers Audit Committee or mergers and acquisition special committee, who exercises powers pursuant to relative regulations of the Securities and Exchange Act and Business Mergers and Acquisitions Act.

  • (10) Not a spouse or a relative within the second degree of kinship of any other director of the Company.

  • (11) Not meet any descriptions stated in Article 30 of the Company Act.

  • (12) Not a governmental, juridic person or its representative as defined in Article 27 of the Company Act.

21

(II) Background information of President, Vice Presidents, Assistant Managers, and the heads of various departments and branches

April 20,2024;Unit: shares April 20,2024;Unit: shares April 20,2024;Unit: shares April 20,2024;Unit: shares
Title Nationality Name Gender
Date
elected
Shares held Shareholdings of
spouse and minor
children
Shares held in the
names of others
Major career
(academic)
achievements
Current positions in the
company and other
companies
Spouse or relatives of
second degree or closer
acting as managerial
officers
Remark
Number
of shares
Ratio of
Shareholding
Number
of shares
Ratio of
Shareholding
Number
of shares
Ratio of
Shareholding
Title Name Relationship
President Taiwan Shang-
Ru Yang
Male October 1,
2023
661
0.00%

Master of Business
Administration,
National Chung
Hsing University
President of AWEA
Mechantronic Co., Ltd.
Person in charge of Zonghan
Investment Co., Ltd.
Director of Fittech Co., Ltd.
Director of Universal
Microelectronics Co., Ltd.
Note 1
Vice
Presidents
Taiwan Chang-
Chi
Yang
Male April 2,
2021
EMBA, Feng Chia
University
President of Shanghai
Zhuwai Mechanical and
Electrical Co., Ltd.
Director and President of
Awea Mechantronic (Suzhou)
Ltd.

Vice
Presidents
Taiwan Rui-
Ming Ye
Male September
1, 2016
Bachelor’s degree of
Mechanical
Engineering at
Tamkang University
Direcotr of Awea
Mechantronic (Suzhou) Ltd.

Note 1: Based on the need of business philosophy inheritance, the chairman of the Company is a relative of first degree of the president. Methods to respond include: more than half of the directors are not the employees or managerial officers.

22

  • (III) Remuneration payment to directors, supervisor, president, and vice president in the latest year

  • Director’s remuneration

December 31, 2023
Unit: NT$thousand;%
December 31, 2023
Unit: NT$thousand;%
December 31, 2023
Unit: NT$thousand;%
December 31, 2023
Unit: NT$thousand;%
December 31, 2023
Unit: NT$thousand;%
December 31, 2023
Unit: NT$thousand;%
December 31, 2023
Unit: NT$thousand;%
Title Name Director’s remuneration The sum of A,
B, C and D as
a percentage
of after-tax
net profit
Remuneration as an employee The sum of A,
B, C, D, E, F
and G as a
percentage of
after-tax net
profit
Remuneration received from the invested
companies other than the subsidiaries and the
parent company
Remuneration
(A)
Pension (B) Remuneration
to directors
(C)
Fees for
services
rendered (D)
Salaries,
bonuses,
special
allowances
etc.(E)
Pension (F) Compensation to
employees. (G)
The Company All companies shown in the
financial report
The Company All companies shown in the
financial report
The Company All companies shown in the
financial report
The Company All companies shown in the
financial report
The Company All companies shown in the
financial report
The Company All companies shown in the
financial report
The Company All companies shown in the
financial report
The
Company
All
companies
shown in the
financial
report

The Company
All companies shown in the
financial report
Cash amount Stock amount Cash amount Stock amount
Chairman De-Hua Yang -
-

-
- 550
550

35

35

585
0.28%


585
0.28%


-

-

-

-

-

-

-

-

585
0.28%


585
0.28%


None
Director Goodway
Machine Corp.
-
-

-

-

550
550 - - 550
0.26%


550
0.26%


-
- -
-

-
-
-
-
550
0.26%


550
0.26%


None
Director Goodway
Machine Corp.
Representative:
Cheng-Xuan
Wang
- - -
-

-
- 35
35

35
0.02%


35
0.02%


240

652

-

-

100

-

100

-

375
0.18%


787
0.37%


None
Director Goodway
Machine Corp.
Representative:
Kun-Nan Zhuang
-
-

-

-

-

-

20

20

20
0.01%


20
0.01%


-

-

-

-

-

-

-

-

20
0.01%


20
0.01%


None
Director Cheng-Jun Yang -
-

-

-

275

275

30

30

305
0.14%


305
0.14%


-
- - - - - - - 305
0.14%


305
0.14%


None
Director Qing-Feng Yang -
-

-

-

275

275

35

35

310
0.15%


310
0.15%


-

-

-

-

-

-

-

-

310
0.15%


310
0.15%


None
Independent
Director
Yi-Min Lin -
-

-

-

-
- 15
15

15
0.01%


15
0.01%


-

-

-

-

-

-

-

-

15
0.01%


15
0.01%


None
Independent
Director
Lian-Fa Yang -
-

-

-

-
- 10
10

10
0.00%


10
0.00%


-

-

-

-

-

-

-

-

10
0.00%


10
0.00%


None

23

Title Name Director’s remuneration Director’s remuneration Director’s remuneration Director’s remuneration Director’s remuneration Director’s remuneration Director’s remuneration Director’s remuneration The sum of A,
B, C and D as
a percentage
of after-tax
net profit
The sum of A,
B, C and D as
a percentage
of after-tax
net profit
Remuneration Remuneration Remuneration Remuneration as an employee as an employee as an employee as an employee The sum of A,
B, C, D, E, F
and G as a
percentage of
after-tax net
profit
The sum of A,
B, C, D, E, F
and G as a
percentage of
after-tax net
profit
Remuneration received from the invested
companies other than the subsidiaries and the
parent company
Remuneration
(A)
Pension (B) Remuneration
to directors
(C)
Fees for
services
rendered (D)
Salaries,
bonuses,
special
allowances
etc.(E)
Pension (F) Compensation to
employees. (G)
The Company All companies shown in the
financial report
The Company All companies shown in the
financial report
The Company All companies shown in the
financial report
The Company All companies shown in the
financial report
The Company All companies shown in the
financial report
The Company All companies shown in the
financial report
The Company All companies shown in the
financial report
The
Company
All
companies
shown in the
financial
report

The Company
All companies shown in the
financial report
Cash amount Stock amount Cash amount Stock amount
Independent
Director
Li-Ying Luo -
-

-

-

275

275

20

20

295
0.14%


295
0.14%


-

-

-

-

-

-

-

-

295
0.14%


295
0.14%


None
Independent
Director
Yu-Ren Su -
-

-

-

275

275

20

20

295
0.14%


295
0.14%


-

-

-

-

-

-

-

-

295
0.14%


295
0.14%


None
Independent
Director
Zheng-Yong
Huang
-
-

-

-

275

275

15

15

290
0.14%


290
0.14%


-

-

-

-

-

-

-

-

290
0.14%


290
0.14%


None
Independent
Director
Xi-Peng Hong -
-

-

-

275

275

35

35

310
0.15%


310
0.15%

-

-

-

-

-

-

-

-

310
0.15%


310
0.15%


None

Note: 1. Director Cheng-Jun Yang was provided with a car, at the cost of NT$3,675 thousand, and book value at NT$1,888 thousand. (It was not included in the salary, bonus and special expenditures for 2023)

24

2. President’s and managerial officers’ remuneration

December 31, 2023
Unit: NT$thousand;%
December 31, 2023
Unit: NT$thousand;%
December 31, 2023
Unit: NT$thousand;%
December 31, 2023
Unit: NT$thousand;%
December 31, 2023
Unit: NT$thousand;%
December 31, 2023
Unit: NT$thousand;%
December 31, 2023
Unit: NT$thousand;%
Title Name Salary (A) Pension (B) Bonuses, special
allowances etc.
(C) (Note)
Compensation to employees. (D) The sum of A, B, C
and D as a
percentage of after-
tax netprofit(%)
Remuneration received from the invested
companies other than the subsidiaries and
the parent company
The Company All companies shown in the
financial report
The Company All companies shown in the
financial report
The Company All companies shown in the
financial report
The Company All companies shown
in the financial report

The Company
All companies shown in the
financial report
Cash
amount
Stock
amount
Cash
amount
Stock
amount
President Shang-Ru Yang 450 450 27 27 144 144 1,000 - 1,000 - 1,621
0.77%
1,621
0.77%

None
Vice
Presidents
Rui-Ming Ye 1,352 1,352 104 104 270 270 390 - 390 - 2,116
1.00%
2,116
1.00%
None
Vice
Presidents
Chang-Chi Yang 987 2,731 85 85 950 1,348 250 - 250 - 2,272
1.08%
4,414
2.09%
None
Assistant
Manager
Hong-Bin Syu 973 973 64 64 190 190 280 - 280 - 1,507
0.71%
1,507
0.71%
None

Note: 1. All pensions in 2023 were set aside, and 2% was set aside according to the old system and 6% was set aside according to the new system.

25

3. Remuneration of the top five highest-paid supervisors

December 31, 2023
Unit: NT$thousand;%
December 31, 2023
Unit: NT$thousand;%
December 31, 2023
Unit: NT$thousand;%
December 31, 2023
Unit: NT$thousand;%
December 31, 2023
Unit: NT$thousand;%
December 31, 2023
Unit: NT$thousand;%
December 31, 2023
Unit: NT$thousand;%
Title Name Salary (A) Pension (B) Bonuses, special
allowances etc.
(C) (Note)
Compensation to employees. (D) The sum of A, B, C
and D as a percentage
of after-tax net profit
(%)
Remuneration received from the invested
companies other than the subsidiaries and
the parent company
The Company All companies shown in the
financial report
The Company All companies shown in the
financial report
The Company All companies shown in the
financial report
The Company All companies
shown in the
financial report
The
Company

All
companies
shown in the
financial
report
Cash
amount
Stock
amount
Cash
amount
Stock
amount
President Shang-Ru Yang 450 450 27 27 144 144 1,000 - 1,000 - 1,621
0.77%
1,621
0.77%
None
Vice
Presidents
Rui-Ming Ye 1,352 1,352 104 104 270 270 390 - 390 - 2,116
1.00%
2,116
1.00%
None
Vice
Presidents
Chang-Chi Yang 987 2,731 85 85 950 1,348 250 - 250 - 2,272
1.08%
4,414
2.09%
None
Assistant
Manager
Hong-Bin Syu 973 973 64 64 190 190 280 - 280 - 1,507
0.71%
1,507
0.71%
None

26

  1. Names of the managerial officers received employee’s remuneration and the distribution status
status
December 31, 2023
Unit: NT$ thousand; %
Title Name Stock
amount
Cash
amount
Total As a percentage
of after-tax net
profit(%)
Managerial officers President Shang-Ru Yang 1,920 1,920 0.91%
Vice Presidents Chang-Chi Yang
Vice Presidents Rui-Ming Ye
Assistant Manager
of Finance
Department
Hong-Bin Syu
  • Note 1: The amount of compensation distributed to employees is resolved by the shareholders’ meeting, and the proposed amount for the current year is estimated on the basis of the actual distribution proportion of the previous year.

  • Compare and state the ratio of total remuneration paid to the Company’s Directors, Supervisors, President, and Vice President. by the Company and the companies in the consolidated financial statements to net income in the last two years; also, describe the policy, standard, and combination of remuneration paid; moreover, the procedure of defining remuneration and its relation to business performance and future risks

Title The Company The Company Consolidated financial
statements
Consolidated financial
statements
2022 2023 2022 2023
Director 1.87% 1.59% 2.04% 1.79%
Supervisor - - - -
President and managerial
officers
2.99% 3.57% 3.72% 4.58%
  • Note: The information for 2023 includes the earnings distribution proposal. The earnings distribution proposal has been resolved by the shareholders’ meeting, of which the proposed amount of employees’ compensation for the current year is estimated on the basis of the actual distribution proportion of the previous year.

27

Description:

  • (1) In accordance with Article 20 of the Articles of Incorporation of the Company, the Company shall pay remunerations to the directors for their execution of positions in the Company, and the remunerations to the Chairman and directors shall be authorized to be determined by the Board of Directors according to the degree of their participation in the operation of the Company and the value of their contributions, taking into account both the domestic and foreign industry standards. In addition to the above remunerations, the directors may receive traffic allowance for participating in board meetings.

  • (2) As stipulated in Article 27 of the Articles of Incorporation of the Company, “If the Company has profit in the year (the so-called profit refers to the profit before tax, and before deduction of employee compensation and directors’ remuneration), it shall set aside 3%-8% of the profit as employees’ compensation, and set aside no more than 2% as directors’ remuneration…”.

  • (3) In general, a director who is also an employee shall be paid a reasonable salary according to the salary standard of the Company, taking into account the salary level of such employee in the peer market, his/her scope of authority and responsibility within the Company, his/her contribution to the business objectives of the Company and the decision risk borne by the position.

  • (4) As for the directors’ remuneration, in addition to considering the overall operating performance of the Company, reasonable directors’ remuneration shall be given with reference to the results of the profit margin, operating efficiency and performance evaluation of the year, and the directors’ remuneration system shall be reviewed at any time in accordance with the actual operating conditions and relevant laws and regulations. The directors’ remuneration shall be reviewed by the Remuneration Committee and resolved by the by the Board of Directors.

  • (5) Analysis on change in the last two years: None

  • (6) No remuneration was paid to supervisors due to the establishment of the Audit Committee in 2022 and 2023.

28

III. Corporate governance

  • (I) Information on the operation of the Board of Directors

  • The Board of Directors held 9 meetings (A) in the latest year and the participation of the directors are shown below:

Title Name Actual
attendance
(B)
Proxy
Attendance
Actual
attendance
rate (%)
[B/A]
Remark
Chairman De-Hua Yang 9 100.00% Re-elected on
June 7,2023
Director Goodway Machine
Corp.
Representative:
Cheng-Xuan Wang
9 100.00% Re-elected on
June 7, 2023
Director Goodway Machine
Corp.
Representative:
Kun-Nan Zhuang
6 100.00% Newly elected on
June 7, 2023
Director Cheng-Jun Yang 8 1 80.00% Re-elected on
June 7,2023
Director Qing-Feng Yang 9 100.00% Re-elected on
June 7,2023
Independent
Director
Lian-Fa Yang 2 66.67% Discharged on
June 7,2023
Independent
Director
Yi-Min Lin 3 100.00% Discharged on
June 7,2023
Independent
Director
Li-Ying Luo 6 100.00% Newly elected on
June 7,2023
Independent
Director
Zheng-Yong Huang 5 1 83.33% Newly elected on
June 7,2023
Independent
Director
Yu-Ren Su 6 100.00% Newly elected on
June 7,2023
Independent
Director
Xi-Peng Hong 9 100.00% Re-elected on
June 7,2023
Other remarks:
I.
Issues required under Article 14-3 of Securities and Exchange Act are other resolutions of the Board
of Directors to which independent directors have objection or reserve opinions and which are
recorded or declared in writing, and shall specify the date, term, the contents of the proposals, the
opinions of all independent directors, and the processing of the opinions proposed by the
independent directors: None.

29

II. With respect to the avoidance of conflicting interest agendas, describe the names of directors,
details of the relevant agendas, reasons for avoiding conflicting interest, and the voting decisions:
(1) The first meeting of the 13th Board of Director on June 7, 2023
Proposal for election of the chairman of the Company.
Since director De-Hua Yang who was interested in the proposal has avoided from the
discussion and voting in the proposal, independent director Zheng-Yong Huang acted as the
chairperson at voting.
Resolution: The proposal was approved without objection by other directors after the
independent director Zheng-Yong Huang has consulted the directors present at the meeting,
other than director De-Hua Yang who has avoided from the meeting according to law.
(2) The fourth meeting of the 13th Board of Director on September 28, 2023
Proposal for appointment of De-Hua Yang, the Chairman of the Company, as the CEO.
Since the Chairman De-Hua Yang who had individual interest in the proposal has avoided
from the discussion and voting in the proposal, independent director Li-Ying Luo acted as the
chairperson at voting.
Resolution: The proposal was approved without objection by other directors after the
independent director Li-Ying Luo has consulted the directors present at the meeting, other than
director De-Hua Yang who has avoided from the meeting according to law.
(3) The fourth meeting of the 13th Board of Director on September 28, 2023
Proposal for appointment of special assistant of the Company’s Chairman.
Director Cheng-Xuan Wang who had individual interest in the proposal has avoided from the
discussion and voting in the proposal.
Resolution: The proposal was approved without objection by other directors after the
chairperson has consulted the directors present at the meeting, other than director Cheng-Xuan
Wang who has avoided from the meeting according to law.
(4) The fourth meeting of the 13th Board of Director on September 28, 2023
Proposal for non-competition exclusion on special assistant of the Company’s Chairman.
Director Cheng-Xuan Wang who had individual interest in the proposal has avoided from the
discussion and voting in the proposal.
Resolution: The proposal was approved without objection by other directors after the
chairperson has consulted the directors present at the meeting, other than director Cheng-Xuan
Wang who has avoided from the meeting according to law.
III. Targets for strengthening the functions of the Board of Directors during the current and the latest
years (e.g., set up an Audit Committee, and enhance information transparency) and the evaluation
of the implementation status: enhance information transparency, and strengthen corporate
governance.

30

  1. The implementation of the Board of Directors evaluation:
Evaluation
cycle
Evaluation
period
Evaluation
scope
Evaluation
method
Evaluation content
Evaluation
performed
once a year
June 7, 2023 -
December 31,
2023
(Re-election
of directors)
Board of
Directors
Internal self-
evaluation of
the Board of
Directors
1. Level of participation in the
Company’s operations
2. Improvement of the quality of the
board of directors’ decision making
3. Composition and structure of the
board of directors
4. Election and continuing education of
the directors
5. Internal Control
Evaluation
performed
once a year
June 7, 2023 -
December 31,
2023
(Re-election
of directors)
Board members Self-
evaluation of
the board
members
1. Director’s awareness toward the
Company’s goals and missions
2. Director’s awareness to duties
3. Level of participation in the
Company’s operations
4. Management and communication of
internal relations
5. Professionalism and continuing
education of directors
6. Internal Control
Evaluation
performed
once a year
June 15, 2023
- December
31, 2023
(Re-election
of directors)
Remuneration
Committee
Internal self-
evaluation of
the
Remuneration
Committee
1. Level of participation in the
Company’s operations
2. Awareness of the duties of
Remuneration Committee.
3. Improvement of the quality of the
Remuneration Committee’s decision
making
4. Remuneration Committee’s
composition and election of its
members
5. Internal Control
Evaluation
performed
once a year
June 7, 2023 -
December 31,
2023
(Re-election
of directors)
Audit
Committee
Internal self-
evaluation of
the Audit
Committee
1. Level of participation in the
Company’s operations
2. Awareness of the duties of Audit
Committee.
3. Improvement of the quality of the
Audit Committee’s decision making
4. Audit Committee’s composition and
election of its members
5. Internal Control

31

  • (II) Information on the operation of the Audit Committee

  • The Audit Committee held 5 meetings(A) in the latest year and the participation of the independent director are shown below:

December 31, 2023

Title Name Actual
attendance
(B)
Proxy
Attendance
Actual
attendance rate
(%) (B/A)
Remark
Independent
Director
Lian-Fa Yang 1 0 50.00% Discharged on
June 7,2023
Independent
Director
Yi-Min Lin 2 0 100.00% Discharged on
June 7,2023
Independent
Director
Li-Ying Luo 3 0 100.00% Newly elected on
June 7,2023
Independent
Director
Zheng-Yong Huang 2 1 67.00% Newly elected on
June 7,2023
Independent
Director
Yu-Ren Su 3 0 100.00% Newly elected on
June 7,2023
Independent
Director
Xi-Peng Hong 5 0 100.00% Re-elected on
June 7,2023
Other remarks:
I.
Where any one among those enumerated below exists as the performance by the Audit
Committee, the convention date, term, contents of agenda, outcome of the decision resolved in
the Audit Committee as well as the Company’s opinions toward the Audit Committee’s opinions
should be expressly remarked:
1.
Issues required under Article 14-5 of the Securities and Exchange Act: None.
2.
Except the aforementioned issue, other issue not yet resolved in the Audit Committee but
has been duly resolved by two-thirds majority of the total number of director seats: None
II. With respect to the avoidance of conflicting interest agendas, describe the names of independent
directors, details of the relevant agendas, reasons for avoiding conflicting interest, and the
voting decisions: None.
III. Facts of communications by and between independent directors and internal audit supervisors as
well as CPA(s) (should include issues regarding the Company’s financial conditions, facts in
business operation and such key issues, the method of communications and the outcome
thereof).
1.
They submit the audit and tracking reports to the convenor for inspection at least once a
quarter, and report the audit results, improvement of audit deficiencies and the Company’s
financial conditions and facts in business operation of the month, and the convenor gives
the review comments on the audit report.

32

  1. The internal audit supervisors and CPAs attend the Audit Committee, to which they report the audit work and the audit methods and scope of CPAs, and major audit adjustments and descriptions. CPAs communicate and discuss with directors and the Audit Committee at irregular intervals. In addition to communications at the meeting, the audit supervisors, CPAs, and independent directors may directly contact and communicate with independent directors as needed to maintain good interaction.

(III) Implementation status of corporate governance, any deviation from the Corporate Governance Best Practice Principles for TWSE/ TPEx Listed Companies, and the reason

Assessment items Implementation status Implementation status Implementation status Deviation and causes
of deviation from the
Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies
Yes No
Summary description
I. Will the Company based on the Corporate
Governance Best Practice Principles for
TWSE/TPEx Listed Companies set up and
disclose the Company’s corporate
governance best-practice principles?
The Company’s Board of Directors has set up
the Corporate Governance Best Practice
Principles, and all operations are handled based
on the principles. So far, there have been no
major deviations.
It complies with the
Corporate
Governance Best
Practice Principles.
II. Shareholding structure and shareholders’
equity
(I)
Will the Company have the internal
procedures regulated to handle
shareholders’ proposals, doubts,
disputes, and litigation matters; also,
have the procedures implemented
accordingly?
(II) Will the Company possess the list of the
Company’s major shareholders and the
list of the ultimate controllers of the
major shareholders?
(III) Will the Company establish and
implement the risk control and firewall
mechanisms with the related parties?
(IV) Will the Company set up internal norms
to prohibit insiders from utilizing the
undisclosed information to trade
securities?



(I)
The Company has spokesperson and
deputy spokesperson as a channel to
express its opinions, and instructs the
Stock Affairs Department to deal with
disputes.
(II)
This is handled by the stock affairs
department and the stock service agent of
the securities company.
(III) They have been formulated in the
Company’s internal control system.
(IV) The Company has established the
Procedures for Preventing Insider
Trading, which prohibits insiders from
utilizing the undisclosed information to
trade securities.
It complies with the
Corporate
Governance Best
Practice Principles.

33

Assessment items Implementation status Implementation status Implementation status Deviation and causes
of deviation from the
Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies
Yes No
Summary description
III. The constitution and obligations of the
board of directors
(I)
Does the Board formulate a diversity
policy, specific management objectives
and implemented them?
(I)
To strengthen the corporate governance
and promote the sound development of
the constitution and structure of the
Board of Directors, the Board shall
It complies with the
Corporate
Governance Best
Practice Principles.
consider diversity, and propose an
appropriate diversity policy for its own
operation, business type and
development needs for the constitution
of board members, including but not
limited to the following two aspects: 1.
Basic conditions and values, such as
gender, age, nationality and culture, and
female directors shall account for one-
third of all directors. 2. Professional
knowledge and skills, such as
professional background (e.g., law,
accounting, industry, finance, marketing
or science and technology), professional
skills, and industrial experience.
In accordance with Article 20 of the
Company’s Corporate Governance Best-
Practice Principles, board members shall
have general knowledge, skills and
qualities required for the performance of
duties. To achieve the ideal goal of
corporate governance, board members
shall have general knowledge, skills and
qualities required for the performance of
duties. Specific management objectives
are as follows: 1. Operation judgment
ability. 2. Accounting and financial
analysis ability. 3. Business management
ability. 4. Risk handling ability. 5.
Knowledge of the industry. 6.
International market perspective. 7.
Leadership. 8. Decision-making ability.
Specific management objectives:
Directors who concurrently serve as
managerial officers shall not exceed one-
third of all directors. There shall be no
spouse or relative within the second
degree of kinship with more than half of
directors. The chairman and president
shall not be the same person. At least
one-third of the directors shall have the
knowledge,skills andqualities required

34

Assessment items Implementation status Implementation status Implementation status Deviation and causes
of deviation from the
Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies
Yes No
Summary description
(II)
Will the Company, in addition to setting
the Remuneration Committee and Audit
Committee lawfully, have other
functional committee set up voluntarily?
for the industry. There shall be at least
one female director. The number of
independent directors shall not be less
than one-third of all directors. The term
of office of an independent director shall
not exceed three consecutive terms. At
least one-third of independent directors
shall have legal, financial, accounting or
technology expertise. All the above have
been implemented.
(II)
The Company has set the Remuneration
Committee and Audit Committee
lawfully, and other functional
committees are being evaluated.
(III) Does the company establish a method to
evaluate board performance and
evaluate board performance every year?
Are the performance evaluation results
reported to the board and used as a
reference for the remuneration and
nomination for re-election of directors?
(III) The Company formulated the method for
evaluation of the Board of Directors’
performance at the Board of Directors in
the first quarter of 2010, and performs
the evaluation annually. The evaluation
shall cover at least five aspects: 1.
Degree of its participation in the
Company’s operating; 2. Improvement
of the Board of Directors’ decision-
making quality; 3. Constitution and
structure of the Board of Directors; 4.
Election of and continuing education for
directors; 5. Internal control. The
evaluation method is that the
performance is self-evaluated by
directors in accordance with Board of
Directors’ Performance Evaluation
Form, and the relevant units summarize
and report the performance evaluation
results to the Board of Directors and use
them as a reference for the remuneration
and nomination for re-election of
directors. The results of the latest
evaluation were reported to the Board on
April 11, 2023.
The method was modified in 2023,
specifying that the evaluation on the
Board of Directors’ performance shall be
carried out at least once every three
years by an external professional
independent agency or an external team
of experts and scholars. The latest
evaluation was commissioned to the
Taiwan Investor Relations Institute

35

Assessment items Implementation status Implementation status Implementation status Deviation and causes
of deviation from the
Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies
Yes No
Summary description
(TIRI) on October 11, 2023, covering
five aspects: 1. Constitution and
professional development of the Board
of Directors; 2. Decision-making quality
of the Board of Directors; 3. Operating
effectiveness of the Board of Directors;
4. Internal control and risk management;
5. Degree of the participation of the
Board of Directors in corporate social
responsibility. The evaluation method is
that the Board of Directors’ performance
from January 1 to December 31, 2023
was evaluated based on the Board
minutes, current internal policy, other
auxiliary documents and public
information provided by the Company,
and directors’ self-evaluation
questionnaire and on-site and on-line
interview results, and the evaluation
results were reported to the Board of
Directors on March 5, 2024.
(IV) Will the Company have the
independence of the public accountant
evaluated regularly?
(IV) The Company’s Audit Committee
evaluates the independence and
competence of the CPAs annually, and
reports the evaluation results to the
Board of Directors. The latest evaluation
was resolved and approved by the Audit
Committee on May 8, 2023 and reported
to the Board of Directors for resolution
and approval on May 8, 2023.
Evaluation items: 1. Not an employee of
the Company or any of its affiliated
enterprises; 2. Not a director or
supervisor of the Company or any of its
affiliated enterprises (except for an
The Company’s
CPAs can review the
Company’s financial
operations in a
transcendent
independent way.

independent director of the Company, or
its parent company, and a subsidiary in
which the Company directly or,
indirectly holds more than 50% of the
shares with voting rights); 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
aggregated amount of 1% or more of the
total number of issued shares of the
Company or ranks as one of its top ten
shareholders. 4. Not a spouse, relative

36

Assessment items Implementation status Implementation status Implementation status Deviation and causes
of deviation from the
Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies
Yes No
Summary description
within the second degree of kinship, or
lineal relative within the third degree of
kinship, of any of the persons in the
preceding three items. 5. Not a director,
supervisor or employee of a juristic
person shareholder that directly holds
5% or more of the total number of issued
shares of the Company or ranks as one
of its top five juristic person
shareholders. 6. Not a director
(managing director), supervisor,
managerial officer, or shareholder
holding 5% or more of the shares of a
specific company or institution which
has a financial or business relationship
with the Company. 7. Not a spouse or a
relative within the second degree of
kinship of any other director of the
Company. 8. Not meet any descriptions
stated in Article 30 of the Company Act.
9. Not a governmental, juridic person or
its representative as defined in Article 27
of the Company Act. 10. Whether the
Declaration of Transcendent
Independence issued by the appointed
CPAs and the audit team is adopted.
Evaluation results: The appointed CPAs
do not have the conditions described in
the above independence evaluation
items, which confirms that the CPAs are
independent.
IV. Has the TWSE/ TPEx listed company
appointed an appropriate number of
competent corporate governance persons
and designated a corporate governance
officer to be responsible for corporate
governance-related affairs (including but
not limited to providing the data required
for directors and supervisors to perform
duties, assisting directors and supervisors
in compliance with laws and regulations,
dealing with the matters related to the
Board of Directors’ meeting and
Shareholders’ Meeting, and preparing
minutes of the Board of Directors’ meeting
and Shareholders’ Meeting)?
The Company appointed the Financial
Department and General Administration
Department to be responsible for corporate
governance-related affairs (including but not
limited to providing the data required for
directors and supervisors to perform duties,
dealing with the matters related to the Board of
Directors’ meeting and Shareholders’ Meeting,
handling the registration of the Company and
its changes, and preparing minutes of the Board
of Directors’ meeting and Shareholders’
Meeting).
It complies with the
Corporate
Governance Best
Practice Principles.

37

Assessment items Implementation status Implementation status Implementation status Deviation and causes
of deviation from the
Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies
Yes No
Summary description
V. Has the Company established a channel for
communication with stakeholders
(including but not limited to shareholders,
employees, customers, suppliers, etc.), and
set up a stakeholder section on the
Company’s website, and does it properly
respond to the important issues about
corporate social responsibilities that
stakeholders concerns?
The Company has spokesperson and deputy
spokesperson as a channel for external
communication, and has set up a special area
for stakeholders on its website.
It complies with the
Corporate
Governance Best
Practice Principles.
VI. Has the Company commissioned a
professional stock service agent to handle
shareholders affairs?
The Company has commissioned the Stock
Transfer Agency Department of Taishin
International Bank to handle shareholders
affairs.
It complies with the
Corporate
Governance Best
Practice Principles.
VII. Disclosure of information
(I)
Does the Company have a website setup
and the financial business and corporate
governance information disclosed?
(II)
Has the Company adopted other
information disclosure methods (such
as, establishing an English website,
designating a responsible person for
collecting and disclosing information of
the Company, substantiating the
spokesman system, placing the juristic
person seminar program on the
Company’s website, etc.)?
(III) Does the company announce and report
its financial statements within two
months after the end of a fiscal year, and
publish and declare in advance the
financial statements of Q1, Q2 and Q3
as well as status of monthly operations?

(I)
The Company has a website setup and
the relevant financial, business and
corporate governance information of the
Company can be inquired on the
website.
(II)
The Company has established a special
person for collecting and disclosing
information of the Company, to
implement the spokesperson system.
(III) Annual and semi-annual financial
statements, financial statements of Q1
and Q3, and the status of monthly
operations are announced and declared
within the prescribed period.
It complies with the
Corporate
Governance Best
Practice Principles.
VIII. Are there any other important
information (including but not limited to
the interests of employees, employee care,
investor relations, supplier relations, the
rights of stakeholders, the advanced study
of directors and supervisors, the
implementation of risk management
policies and risk measurement standards,
the execution of customer policy, the
purchase of liability insurance for the
Company’s directors and supervisors)that
(I)
The Company performs its operations
based on the principle of good faith and
social responsibility, expecting to create
the best interests for shareholders and
employees.
(II)
The Company fully discloses
information on the MOPS, so that
investors can understand the operations
of the Company.
(III) The directors of the Company are all
equipped with relevant professional
It complies with the
Corporate
Governance Best
Practice Principles.

38

Assessment items Implementation status Implementation status Implementation status Deviation and causes
of deviation from the
Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies
Yes No
Summary description
are helpful in understanding the corporate
governance operation of the Company?
knowledge, and receive further study as
stipulated. The Company would from
time to time inform the directors in
writing to participate in further study on
professional knowledge held by relevant
units.
(IV) The directors show a good attendance at
the board meeting, and the board
meeting minutes are submitted to the
directors after the meeting.
(V)
The directors of the Company are all
highly self-disciplined, and avoid the
proposals in which they are a
stakeholder, expecting to move toward
corporategovernance.
IX. Please describe the improvement made based on the corporate governance evaluation results issued by the Corporate
Governance Center of Taiwan Stock Exchange in the latest year, and propose the matters to be improved with priority
and the measures for such matters. (Companies not listed for evaluation do not need to fill in this): The Company reviews
the results of the latest corporate governance evaluation, aiming to improve information transparency and strengthen the
Board of Directors’ operations, and improve the information disclosure on the annual report and website. In addition, the
Company’s directors are invited to complete the hours of continuing education in accordance with Directions for the
Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies.
Indicators unscored in self-evaluation are improved according to the difficulty to meet the corporate governance
requirements.

39

  • (IV) The Company shall disclose the composition, responsibilities and operation of the Remuneration Committee if established:

  • Information on the members of the Remuneration Committee

Committee if established:
1.
Information on the members of the Remuneration Committee
Committee if established:
1.
Information on the members of the Remuneration Committee
Committee if established:
1.
Information on the members of the Remuneration Committee
Committee if established:
1.
Information on the members of the Remuneration Committee
Committee if established:
1.
Information on the members of the Remuneration Committee
December31,2023
Qualification
Identity
Name

Professional qualification and experience
Compliance of
independence
(Note)
Number of other public
companies where the
members are also the
members of the
remuneration committee
ofthese companies.
Independent
Director
Li-Ying
Luo
Education Recognitions:
Bachelor’s degree of National Kaohsiung
First University of Science and
Technology
Work experience:
Manage of Fittech Co., Ltd.
Assistant manager of Da Fon
Environmental Technology Co., Ltd.
(1)(2)(3)(4)(5)(6)
(7)(8)(9)(10)
None
Independent
Director
Zheng-
Yong
Huang
Education Recognitions:
Department of Architecture, National
Taipei University of Technolog
Bachelor’s degree of Civil and
Construction Engineering, National
Taiwan University of Science and
Technology
Work experience:
Chairman of Te Chang Construction Co.,
Ltd.
Chairman of Wang Xin Development and
Construction Co., Ltd.
Chairman of DG Rubber Co., Ltd.
Chairman of Classic Railway International
CO., Ltd.
(1)(2)(3)(4)(5)(6)
(7)(8)(9)(10)
None
Independent
Director
Yu-Ren Su Education Recognitions:
Associate degree of Grossmont College
Work experience:
Management Information System Engineer
of Dayungs Development Co., Ltd

(1)(2)(3)(4)(5)(6)
(7)(8)(9)(10)
None
Independent
Director
Xi-Peng
Hong
Education Recognitions:
Master of Bio-Industrial Mechatronics
Engineering, National Chung Hsing
University
Work experience:
Lecturer of Department of Mechanical
Engineering, Hsiuping University of
Science and Technology
(1)(2)(3)(4)(5)(6)
(7)(8)(9)(10)
None

Note: The members who meet the following conditions in the two years before the election and during the term of his/her office, please fill in the code.

  • (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. The same does not apply, however, in case where the person is an independent director of the company, its parent company or any subsidiary, as appointed in

40

accordance with the laws of Taiwan or with the laws of the country of the parent company or subsidiary.

  • (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 amount of 1% or more of the total number of issued shares of the company or ranks as one of its top ten shareholders.

  • (4) Not a manager of (1) or spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of (2) or (3).

  • (5) Not a director, supervisor or employee of an institutional shareholder that directly holds 5% or more of the total number of issued shares of the Company or ranks as one of its top five shareholders or was appointed pursuant to Article 27, paragraph 1 or 2 of the Company Act. (The same does not apply, however, in case where the person is an independent director of the company, its parent company, or any subsidiary, as appointed in accordance with the laws of Taiwan or with the laws of the country of the parent company or subsidiary.)

  • (6) Not a director, supervisor, or employee of another company where a majority of the Company’s directorships or voting shares and those of another company are controlled by the same person (except for an independent director engaged concurrently by the Company, its parent company, and its subsidiary or a subsidiary under the same parent company in accordance with the Act or local laws and regulations).

  • (7) Not the same person as the Company’s Chairman, President or person with equivalent position or the director (managing director), supervisor or employee of company or institution of the spouse thereof. (The same does not apply, however, in cases where the person is an independent director of the company, its parent company, or any subsidiary as appointed in accordance with the laws of Taiwan or with the laws of the country of the parent company or subsidiary.)

  • (8) Not a director (managing director), supervisor, manager, or shareholder holding 5% or more of the shares of a specific company or institution which has a financial or business relationship with the Company (except for a specific company or institution holding more than 20% and no more than 50% of the total issued shares of the Company and for an independent director engaged concurrently by the Company, its parent company, and its subsidiary or a subsidiary under the same parent company in accordance with the Act or local laws and regulations).

  • (9) Not a professional individual who or an owner, partner, director (managing director), supervisor or officer of a sole proprietorship, partnership, company or institution that, provides commercial, legal, financial, accounting services or consultation to the Company or to any affiliate of the Company in the last two years with an accumulated service compensation of less than NT$500 thousand or a spouse thereof. This restriction does not apply to any member of the Remuneration Committee, public tender offers Audit Committee or mergers and acquisition special committee, who exercises powers pursuant to relative regulations of the Securities and Exchange Act and Business Mergers and Acquisitions Act.

  • (10) Not meet any descriptions stated in Article 30 of the Company Act.

41

  1. Information on the operation of the Remuneration Committee

  2. (1) The Company’s Remuneration Committee has four Committee members in total.

  3. (2) The term of office of the current committee members: from June 7, 2023 to June 6, 2026. The Remuneration Committee conducted 2 meetings (A) in the latest year and

the qualifications and attendance are as follows:

Title Name Actual
attendance
(B)
Proxy
Attendance
Actual attendance
rate (%) (B/A)
(Note 1)
Remark
Convener Lian-Fa Yang 1 100% Discharged on
June 7,2023
Committee Yi-Min Lin 1 100% Discharged on
June 7,2023
Committee Li-Ying Luo 1 100% Newly elected on
June 7,2023
Committee Zheng-Yong Huang 1 100% Newly elected on
June 7,2023
Committee Yu-Ren Su 1 100% Newly elected on
June 7,2023
Committee Xi-Peng Hong 2 100% Re-elected on
June 7,2023
Other remarks:
I.
Where the board of directors does not adopt or amend the proposal(s) posed by the Remuneration
Committee: The Company shall expressly elaborate on the date, term while the board of directors
meeting was convened, contents of the issues, outcome of decisions resolved in the board of
directors and the Company’s response to the opinions posed by the Remuneration Committee(For
instance, if the salary pay resolved by the board of directors is higher than that proposed by the
Remuneration Committee, the Company should elaborate on the fact of differential gap and the
cause thereof): None.
II. Where a decision resolved in the Remuneration Committee is found in contravention of rules or in
qualified opinion as verified with records or documented declaration, the Company shall expressly
elaborate on the date, terms of the meeting convened by the Remuneration Committee, contents of
agenda,opinions of all members and acts taken in response to such opinions: None.
  • Note 1: The attendance (%) of members of the Remuneration Committee is calculated based on the number of the Remuneration Committee’s meetings held, and the number of his/her actual attendance at the meetings, during the period when he/she was assuming the office.

42

(V) Implementation of promotion of sustainable development:

Promotion items Implementation status Implementation status Implementation status Deviation and causes
of deviation from the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies
Yes No Summary description
I. Does the Company have a
specific (or part-time) unit set up
to promote the sustainable
development governance
framework, and the Board of
Directors authorizing the
management to handle matters
and report the supervision results
to the Board of Directors?
The Company has established a Sustainable
Development Promotion Committee, which
consists of the top supervisors of each relevant
unit and has the following functions:
(1) Formulate an effective corporate
governance framework and relevant ethical
standards to improve corporate
governance.
(2) Integrate and promote the action plan
related to climate changes in environmental
management to achieve sustainable
environmental goals.
(3) Provide customers with the most
competitive innovative products and
services, and maintain customer relations.
(4) Responsible for labors’ human rights/safety
and health, character education, building of
the company image, social benefits and
other related affairs.
Report to the Board of Directors at least once a
year, with the first report expected to be made in
2023.
It complies with the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies
II. Does the company assess the risk
of environmental, social, and
governance (ESG) issues in
relation to corporate operations
based on the materiality
principles and establish policies
or strategies in relation to risk
management?
The Company assesses the risk of environmental,
social, and governance (ESG) issues in relation
to corporate operations based on the materiality
principles and establish policies or strategies in
relation to risk management. (ISO9001 and
14001)
It complies with the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies
III. Environmental issues
(I)
Does the company have an
appropriate environmental
management system established
in accordance with its industrial
characteristics?
(II) Is the company committed to
enhancing the power efficiency
and using renewable materials
that are with low impact on the
environmental impacts?
(III) Does the Company assess the
present and future potential
risks and opportunities of
climate change on the Company
and take actions to related?


The Company has been concerned about
environmental, resource utilization and other
issues, and has established and implemented
relevant environmental policies and waste
reduction measures in ISO14001.
It complies with the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies

43

Promotion items Implementation status Implementation status Deviation and causes
of deviation from the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies
Yes No Summary description
(IV) Has the Company calculated the
GHG emission, water
consumption, and total weight
of wastes in the past two years
and formulated GHG reduction,
water consumption reduction or
other waste management
policies?
IV. Social issues
(I)
Does the Company have the
relevant management policies
and procedures stipulated in
accordance with the relevant
laws and regulations and
international conventions on
human rights?
(II) Has the company established
and implemented reasonable
employee welfare measures
(including remuneration, leave,
and other benefits) and
appropriately reflected business
performance and achievements
in the remuneration for
employees?

In accordance with Labor Standards Act and
relevant laws and regulations, the Company has
set an employee mailbox, in addition to holding
monthly employee representative meeting, and
the legitimate rights and interests of employees
can be reasonably protected, and their opinions
can be directly reflected to the management.
It complies with the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies
(III) Does the Company provide
employees with a safe and
healthy work environment, and
provide safety and health
education to employees
regularly?
Occupational Safety and Health Management
Plan
To prevent occupational accidents and ensure
the safety of labors, and implement the
Company’s safety and health management, the
Company implements annual occupational
safety and health plan management in business
units, and facilities and personnel regulated by
the Labor Occupational Safety and Health Act,
and performs inspections and audits to prevent
and eliminate accidents to ensure employees’
safety and health.
Labor Safety Supervision and Audit Work Plan
The Company has a labor safety supervision
and audit work plan, which is implemented by
the supervisor of the safety and health business.
The Department of Safety and Health
summarizes review data and reports, confirms
the effectiveness of the improvement issues, and
finally submits them to the Labor Safety and
Health Committee to review the deficiencies.
Labor SafetyReview Work
Labor Safety Inspection
Team,Department of
Inspected twice a
day
Labor SafetyReview Work
Labor Safety Inspection
Team,Department of
Inspected twice a
day

44

Promotion items Implementation status Implementation status Implementation status Deviation and causes
of deviation from the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies
Yes No Summary description
Labor Safetyand Health
Joint Inspection Team,
Deartment of Labor
Twice a week
p
Safety and Management
Labor Safety Inspection
of Workplace
Subject to
employee and
contractor
regulations
Labor Safety Review
Team, Department of
Labor Safety and Health
Reviewed
irregularly more
than four times a
month
o .
Respiratory Protection Plan

The Company has a respiratory protection plan,
based on which labors must use protective
equipment when working in a harmful
environment, and appropriate protective
measures shall be taken according to the
characteristics of harmful substances in the air
of their working environment, so as to ensure
the physical health of labors and realize health
management. The specific implementation
content is as follows:
1. Investigate whether workers can use
protective equipment according to their
health status.
2. Environmental harm identification and
exposure evaluation, which shall identify the
respiratory harm to which workers may be
exposed.
3. Choose appropriate respiratory protective
equipment.
4. Use of respiratory protective equipment.
5. Maintenance and management of respiratory
protective equipment.
6. Education and training of respiratory
protective equipment.
7. Performance evaluation and improvement.
This plan is reviewed, revised and implemented
by the Labor Safety and Health Committee year
by year.
Safety and health implementation performance
in 2023

45

Promotion items Implementation status Implementation status Implementation status Deviation and causes
of deviation from the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies
Yes No Summary description
Implementation Data
Statistics
3 sections: 304 people
(304 hours) a_General
knowledge of
chemical hazards, 137
persons (137 hours)
b_Abuse in the
workplace, 42 persons
(42 hours) c_Stacking
machine, 125 persons
(125 hours)
Maternal protection
employee, 1 person
(1 hour)
One section of
human factor health
education, 7 persons
(7 hours)
Overload care &
tracking, 54 persons
(54 hours)
There was 0 unlawful
attack incident in this
year
7 persons
(7 hours)
New employees, 2
persons (2 hours)
Metabolic syndrome,
79 persons (79
hours) Hypertension,
hyperlipidemia and
hyperglycemia, 82
persons (82 hours)
Abnormal physical
examination, 60
persons(60 hours)
A total of 268,920
incident-free
workinghours are
Items Implementation Data
Statistics
Labor Safety and
Health Education
3 sections: 304 people
(304 hours) a_General
knowledge of
chemical hazards, 137
persons (137 hours)
b_Abuse in the
workplace, 42 persons
(42 hours) c_Stacking
machine, 125 persons
(125 hours)
Five plans for occupational care Maternal
health
protection
plan
Maternal protection
employee, 1 person
(1 hour)
Human factor
hazard
prevention
plan
One section of
human factor health
education, 7 persons
(7 hours)
Abnormal
workload-
induced
disease
prevention
plan
Overload care &
tracking, 54 persons
(54 hours)
Prevention
plan for
unlawful
attack in duty
performance
There was 0 unlawful
attack incident in this
year
Middle-aged
and elderly
plan
7 persons
(7 hours)
Occupational
Medical Health
service
New employees, 2
persons (2 hours)
Metabolic syndrome,
79 persons (79
hours) Hypertension,
hyperlipidemia and
hyperglycemia, 82
persons (82 hours)
Abnormal physical
examination, 60
persons(60 hours)
Zero Incident
Campaign
A total of 268,920
incident-free
workinghours are

46

Promotion items Implementation status Implementation status Implementation status Deviation and causes
of deviation from the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies
Yes No Summary description
reported monthly in
this factory, with 12
times ayear
Disablin freuenc
g qy
rate (FR) = (number
of persons in
disabling injuries ×
1,000,000)÷total
workinghours
0
Disabling severity
rate (SR) = (total
number of lost
working days ×
1,000,000)÷total
workinghours
0
New employee
education: 4 persons
(12 hours) Service
employees: 75
persons (231 hours)
Occupational Safety
related Education
and Training
Crown block: 59
persons (177 hours)
Stacking machine:
11 persons (33
hours) Emergency
education: 3 persons
(9 hours) Level A of
occupational safety
and health affair: 1
person (6 hours)
Organic solvent
supervisor: 1 person
(6 hours)
Occupational Safety
Supervision and
Audit
Administrator audit:
twice a day, for a
total of 447 times
(447 hours) Business
supervisor audit:
twice a week, for a
total of 104 times
(208 hours)
Contractor hazard
notification/ protocol
organization meeting
213 times/year
Employees Health
Care
2 persons a week, 92
times a year (184
hours)
External official
tutoring
North Occupational
Safety and Health
Administration
_Middle-aged and

47

Promotion items Implementation status Implementation status Deviation and causes
of deviation from the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies
Yes No Summary description
(IV) Does the Company have an
effective career capacity
development training program
established for the employees?
(V) Does the company comply with
the related laws and regulations
and international standards
regarding the customer health
and safety, customer privacy,
marking communication, and
labeling of its products and
services and establish policies
toprotect the rights and

Elderly, visit once (4
hours)
Respiratory
Protection Plan
Airtight testing of
protective
equipment, twice a
year, for a total of 6
persons(3 hours)
Special operation
administration
Employees for
special health
examination (dust), 3
persons
Labors’ working
environment
monitoring
Cycle: once every
six months, twice a
year. At each time,
organic solvent × 4,
carbon dioxide × 1,
dust × 1, noise × 1, 2
points are monitored
for labor noise, and 1
point is monitored
for ambient noise
Hazardous and
harmful substance
management
One list of
chemicals, 10 types
of SDS
Labor Safety and
Health Committee
Once a quarter, four
times ayear
Emergency measures 1 section for
chemical leakage, 7
persons, 7 hours; 1
section for water
pollution, 6 persons,
6 hours
Major project
contractor safety
commitment
7
Safety and Health
Management Plan
1

48

Promotion items Implementation status Implementation status Implementation status Deviation and causes
of deviation from the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies
Yes No Summary description
interests of customers and
procedures for grievances?
(VI) Has the company established
policies for management to
request suppliers to comply
with the relevant laws and
regulations of environmental
protection, occupational safety
and health, and labor human
rights? Does the company keep
track on the implementation of
such policies?
the formulation and implementation of the
system are certified by ISO9001.
The Company has a close cooperation
relationship with suppliers, and sets up an
industrial association to enhance its
implementation of social responsibility.
The Company’s suppliers have been
appropriately evaluated. The Company has
signed contracts with major suppliers. In case of
violation of corporate social responsibility
policies in suppliers, the Company may
consider suspending or terminating business
dealings with them.
V. Has the Company referred to the
internationally accepted reporting
preparation rules or guidelines to
prepare reports, such as ESG
reports that disclose the
Company’s non-financial
information? Did the Company
apply for assurance or guarantee
of such reports to a third-party
certification body?
At present, the Company actively develops
related compilation rules or guidelines.
It does not comply
with the Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies, and is
under active planning.
VI. If the Company has established the sustainable development principles based on the Sustainable Development Best Practice
Principles for TWSE/TPEx Listed Companies, please describe any discrepancy between the principles and their
implementation: The Company’s Sustainable Development Best Practice Principles have been continuously promoted, and
the management methods have yet to be formulated.
VII. Other important information for the implementation of sustainable development:
(I)
Environmental protection: Practice energy saving, resource recycling and other actions to reduce environmental impact,
and advocate employees to participate in beach cleaning activities organized by the Ministry of Environment from time to
time.
(II) Social contribution: Participate in the mask national team and contribute to epidemic prevention. Sponsor regional public
welfare groups and environmental protection activities from time to time.
(III) Social welfare: Hire physically and mentally disabled employees.
(IV) Consumers’ rights and interests: Appoint a special person to communicate with customers in real time, and hold regular
customer complaint meetings for review.

49

(VI) The Company’s performance of ethical corporate management and measures taken:

Assessment items Implementation status Implementation status Implementation status Variation from the Ethical
Corporate Management
Best Practice Principles
for TWSE/TPEx Listed
Companies and the
reasons
Yes No Summary description
I.
Establishment of policies for ethical
corporate management and plans
(I) Has the Company established policies for
ethical corporate management approved by
the board of directors and stated such policies
and practices in its regulations and external
documents and in the commitment made by
the board of directors and senior
management to actively implement such
policies?
(II) Has the Company established an assessment
mechanism of risk from unethical behavior to
regularly analyze and assess business
activities with higher risk of involvement in
unethical behavior and preventive programs
for unethical behaviors containing at least the
preventive measures stated in Paragraph 2,
Article 7 of the “Ethical Corporate
Management Best Practice Principles for
TWSE/TPEx-Listed Companies”?
(III) Has the Company established in the
preventive programs the operating
procedures for unethical behavior prevention,
penalties and grievance systems of breaching
the guidelines for conduct, and implemented
and periodically review them?




The Company has established the
Ethical Corporate Management Best
Practice Principles, stating such
policies and practices and the
commitment made by the Board of
Directors and management to
actively implement such policies.
Before establishing a business
relationship with another person, the
Company shall first evaluate the
legality of the trade counterparty, the
policy for ethical corporate
management, and whether it has a
record of dishonest conduct, to
ensure that the business practice is
fair and transparent and no bribes are
requested, offered or accepted.
At present, the Company requires
that its employees shall abide by the
Ethical Corporate Management Best
Practice Principles, and audited by
the internal audit unit from time to
time. No violation is found in
employees, trade customers or
suppliers.
It complies with the
Ethical Corporate
Management Best Practice
Principles for
TWSE/TPEx Listed
Companies
II. Proper enforcement of business integrity
(I) Does the Company have the integrity of the
trade counterparty assessed and with the code
of integrity expressed in the contract signed?
(II) Has the Company established a dedicated
unit under the Board of Directors to promote
ethical corporate management and regularly
report (at least once a year) to the Board of
Directors its ethical management policies and
unethical behavior preventive programs and
supervise their implementation status?
(III) Does the Company have developed policies
to prevent conflicts of interest, provided
adequate channel for communication, and
substantiated the policies?





In accordance with the Company’s
relevant management procedures,
employees must perform the
Company’s business impartially and
in accordance with relevant laws and
regulations. Board members and the
management shall also adhere to
integrity as the Company’s operating
principle.
The Company appoints the General
Administration Department as an
unit to promote the ethical corporate
management, and reports the
implementation status to the Board of
Directors from time to time.
If directors, supervisors and
managerial officers may have any
conflict of interest with any decision
or transaction, they shall not
participate in decision-making or
voting.
It complies with the
Ethical Corporate
Management Best Practice
Principles for
TWSE/TPEx Listed
Companies

50

Assessment items Implementation status Implementation status Implementation status Variation from the Ethical
Corporate Management
Best Practice Principles
for TWSE/TPEx Listed
Companies and the
reasons
Yes No Summary description
(IV) Has the Company established an effective
accounting system and an internal control
system for the internal audit unit to establish
related audit programs based on the results of
risk assessment of involvement in unethical
behavior to audit and prevent the compliance
with the preventive programs of unethical
behavior or hire a CPA to perform the audit?
(V) Has the Company organized corporate
management internal and external education
and training programs on a regular basis?


The regulations and system for
implementing ethical corporate
management are formulated in the
Ethical Corporate Management Best
Practice Principles and effective
accounting system and internal
control system are established. In
addition, the internal audit unit
reviews irregularly.
The Company advocates and makes
employees clearly understand the
ideal and regulations of ethical
corporate management through cadre
meetings and monthly meetings.
III. The operations of the Company’s Whistle-
blowing System
(I) Does the Company have a specific report and
reward system stipulated, a convenient report
channel established and a responsible staff
designated to handle the individual being
reported?
(II) Has the Company established standard
operating procedures for investigating
reported events, follow-up measures to be
taken after the investigation was completed,
and related confidentiality mechanisms?
(III) Has the Company taken proper measures to
protect the whistle-blowers from suffering
any consequence of reporting an incident?



The operation of the Company has
been fair, impartial and public, and
any problem, if any, can be reported
to the supervisor by email, telephone
or directly.
The Company regards report-related
documents and data as confidential
documents, and all participants are
responsible for the perfect secrecy of
the process in which they participate.
After investigation, the documents
are sent to the Company’s personnel
evaluation meeting, and subsequent
measures are taken according to the
relevant regulations.
The Company has a duty of
confidentiality to the whistle-
blowers, and ensures that they will
not be improperly treated due to
whistle-blowing.
It complies with the
Ethical Corporate
Management Best Practice
Principles for
TWSE/TPEx Listed
Companies
IV. Enhanced 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 indeed discloses
relevant information according to
laws, and achieve transparency of the
financial situation.
It roughly complies with
the Ethical Corporate
Management Best Practice
Principles for
TWSE/TPEx Listed
Companies.
V. If the Company has established its own ethical corporate management best-practice principles in accordance with the “Ethical
Corporate Management Best Practice Principles for TWSE/ TPEx Listed Companies”, please specify any deviation of their
implementation from the corporate social responsibilitybest-practiceprinciples: None.
VI. Other vital information that helps to understand the practice of business integrity of the Company (e.g., the review and revision
of the best-practiceprinciples of the Companyin business integrity): None.

51

  • (VII) If the Company has formulated the Corporate Governance Best Practice Principles and related rules, it shall disclose the method for checking them: if the Company has the Corporate Governance Principles, please check it on the Company’s website http://www.awea.com.

  • (VIII) For the inquiry method of other important information that can promote the understanding of corporate governance operation, the Company reports it on the MOPS for investors to understand the Company’s latest status.

52

  • (IX) Hands-on performance in the Internal Control System shall disclosed the following matters:

  • Declaration of Internal Control System

AWEA Mechantronic Co., Ltd. Declaration of Internal Control System

Date: March 5, 2024

  • The following declaration is based on the 2023 self-audit over the Company’s internal control system:

  • I. The Company knows that it is the responsibility of its Board of Directors and managerial officers to establish, implement and maintain an internal control system, and the Company has established such system. The purpose is to provide reasonable guarantee for the effectiveness and efficiency of operating (including profit, performance, and asset security protection, etc.), the reliability, timeliness, transparency and compliance of report with relevant norms, laws and regulations, and achievement of other goals.

  • II. There are inherent limitations on internal control system, and an effective internal control system may only provide reasonable guarantee for the achievement of the said three goals, no matter how perfect its design is; Besides, the effectiveness of an internal control system may change due to changes in the environment and circumstances. However, the Company has established a selfmonitoring mechanism for its internal control system that it will take corrective actions immediately once any defect is identified.

  • III. The Company has judged the effectiveness of the design and implementation of the internal control system based on the items for judging the effectiveness of an internal control system specified in the “Regulations Governing Establishment of Internal Control Systems by Public Companies” (hereinafter referred to as the “Regulations”). The items for judgment on an internal control system specified in these Regulations are composed of five factors depending on management control process: 1. control environment, 2. risk evaluation, 3. control, 4. information and communication, and 5. monitoring. And each factor includes several items. Please refer to these Regulations for the said items.

  • IV. The Company has adopted the above-mentioned judgment items for internal control system to evaluate the effectiveness of the design and implementation of the internal control system.

  • V. On the grounds of the outcome of evaluation mentioned in the preceding Paragraph, the Company firmly holds that the Company’s internal control system as of December 31, 2023 (including supervisory control and management over subsidiaries), notably the effect of the business operation, extent of accomplishment of the target where the report proves trustworthy, transparent in real time, the design and implementation of the Company’s internal control system proves effective, capable of assuring accomplishment of the aforementioned targets.

  • VI. This declaration forms part of the main contents of the Company’s annual report and prospectus, and shall be disclosed to the public. In case of any false, concealed or other illegal said contents

53

to be disclosed, legal liability under Articles 20, 32, 171, and 174 of the Securities and Exchange Act shall be assumed.

  • VII. The present Declaration of Internal Control System was granted a pass in the board of directors meeting convened on March 5, 2024. That board of directors meeting was attended by 9 directors among whom 0 director objected. All present directors unanimously responded with consent to the contents of the Declaration. This is the another point duly clarified herewith.

AWEA Mechantronic Co., Ltd.

Chairman: Signature President: Signature

54

  1. Audit of the internal control system by CPA shall disclose the accountant’s review report: None.

  2. (X) Any legal penalty suffered by the Company and its internal persons, or any disciplinary penalty by the Company against its internal persons for violation of the internal control system, in the latest year and up to the publication date of the Annual Report, the main deficiencies, and improvement made: None.

  3. (XI) Major resolution of the Shareholders’ Meeting and Board Meetings in the latest year and up to the publication date of the annual report:

Shareholders’ Meeting/
Board of Directors
Date Significant decisions resolved
Shareholders’ Meetings June 7, 2023 1. 2022 Business Report and Financial Statements.
2. Proposal forthe2022earnings distribution.
Board of Directors June 7, 2023 1. Proposal for the election of the chairman.
Board of Directors June 15, 2023 1. Amend the Charter of the Company’s Remuneration
Committee.
2. Proposal for employment of members of
Remuneration Committee.
3. Proposal for appointment of the corporate
governance officer.
Board of Directors August 4, 2023 1. Proposal for consolidated statement for the first half
of 2023.
2. Proposal for loan of Shanghai Zhuwei Mechantronic
to AWEA (Suzhou).
3. Proposal for loan to Yih Chuan Machinery.
4. Proposal for the credit line from bank.
Board of Directors September 28,
2023
1. Proposal for appointment of the chairman as CEO.
2. Proposal for appointment of the president.
3. Non-competition exclusion on the president.
4. Proposal for appointment of the vice president.
5. Proposal for appointment of the special assistant of
the chairman.
6. Proposal for non-competition exclusion on special
assistant of the chairman.
Board of Directors November 6,
2023
1. Proposal for approval on the consolidated statement
for the third quarter of 2023.
2. Formulate the Company’s Method for Management
of Insider Trading Prevention.
3. Amend the Company’s Method for Evaluation of the
Board of Directors’ Performance.
4. Amend the Company’s Method for Management of
Employee Stock Ownership Trust.
5. Proposal for loan of Shanghai Zhuwei Mechantronic
to Yih Chuan (Jiaxing).
6. Proposal forthe creditlinefrombank.
Board of Directors December 27,
2023
1. Discussion of matters resolved by the Remuneration
Committee.
2. Proposal for the 2024 internal audit plan.
3. Proposal for the 2024 budget.

55

Shareholders’ Meeting/
Board of Directors
Date Significant decisions resolved
4. Proposal for loan of Shanghai Zhuwei Mechantronic
to AWEA (Suzhou).
5. Proposal for the credit line from bank.
6. Proposal for appointment of the acting accounting
supervisor.
Board of Directors March 5, 2024 1. Proposal for the distribution of the 2023 employees’
remuneration and directors’ remuneration.
2. Proposal for the 2023 financial business report and
self-summarized financial information.
3. Discussion of matters resolved by the Remuneration
Committee.
4. Proposal for the 2023 earnings distribution
5. Proposal for election of one additional director.
6. Proposal for cancellation of the non-competition
restriction on new directors.
7. Time and place for convening the 2024 annual
shareholders’ meeting and the contents of the
meeting.
8. Matters related to the acceptance of the
shareholders’ written proposal at the Company’s
2024 annual shareholders’ meeting.
9. Proposal for the Company’s 2023 Internal Control
Statement.
10. Proposal for formulation of the Company’s
Operating Procedures for Whistle-blowing System.
11. Proposal for the credit line from bank.
12. Proposal for appointment of the corporate
governance officer and deputy spokesperson.
13. Proposal for increasing the shareholding of Huahan
Investment.
Board of Directors May 7, 2024 1.
Proposal for appointment of the spokesperson,
accounting supervisor and financial supervisor.
2.
Proposal for the approval on the consolidated
financial statement for the first quarter of 2024
3.
Proposal for formulation of the Company’s Rules
Governing Financial and Business Matters Between
this Corporation and its Related Parties.
4.
Proposal for loan to Yih Chuan Machinery.
5.
Proposal for the credit line from bank.

(XII) In the latest year and up to the publication date of the annual report, where the directors or supervisor passed significant decisions with different opinions as backed with records or declarations, the major contents: None.

56

(XIII) In the latest year and up to the publication date of the annual report, the information of discharge or resignation by the Company for the Company’s Chairman, President, accounting supervisor, financial supervisor, internal audit supervisor, corporate governance officer and research & development officer:

Summary of resignation and discharge status of relevant personnel of the Company

April 30,2024 April 30,2024 April 30,2024
Title Name Date of appointment Date of discharge Reason for
resignation or
discharge
President Cheng-Jun Yang November 30, 2020 October 1, 2023 Resigned
Accounting
Supervisor
Hong-Bin Syu August 16, 2004 March 6, 2024 Retirement
Financial
supervisor
Hong-Bin Syu August 16, 2004 March 6, 2024 Retirement
Corporate
governance officer
Hong-Bin Syu August 16, 2004 March 6, 2024 Retirement

IV. Information in public fees of the Certified Public Accountant Association

Amount unit: NT$ thousand

Name of CPA
firm
Name of CPA CPA auditing period
Audit
remuneration
Non-audit
remuneration
Total Remark
EnWise CPAs
& Co.
Guei-Duan Chen January 1, 2023 -
December 31, 2023
1,930 11 1,941 Non-audit
remuneration
service
content:
change
registration
service fee
Chang-Yun Yi January 1, 2023 -
December 31, 2023

V. Changes in CPA

None.

  • VI. Where the company’s chairman, president, or any managerial officer in charge of finance or accounting matters has in the latest year held a position at the accounting firm of its certified public accountant or at an affiliated enterprise of such accounting firm, the name and position of the person, and the period during which the position was held

None.

57

  • VII. In the latest year and up to the publication date of the annual report, the fact regarding transfer or pledge stock equity by the Company’s directors, supervisors and managerial officers and key shareholders holding over 10% in shareholding

  • (I) The fact regarding change or pledge of stock equity by the Company’s directors, supervisors and managerial officers and key shareholders holding over 10% in shareholding:

Unit: shares

Unit: shares Unit: shares
Title Name 2022 2023 From January 1, 2024 to
April 20,2024
Increase
(decrease)
in shares
held
Increase
(decrease) in
shares
collateralized
Increase
(decrease)
in shares
held
Increase
(decrease) in
shares
collateralized
Increase
(decrease)
in shares
held
Increase
(decrease) in
shares
collateralized
Chairman De-Hua Yang (Note 2)
Director Goodway Machine Corp.
Representative: Cheng-
Xuan Wang (Note 3)
50,000
Director Goodway Machine Corp.
Representative: Kun-Nan
Zhuang (Note 2)
50,000
Independent
Director
Lian-Fa Yang (Note 1) Not
applicable
Not
applicable
Independent
Director
Yi-Min Lin (Note 1) Not
applicable
Not
applicable
Independent
Director
Zheng-Yong Huang
Independent
Director
Li-Ying Luo
Independent
Director
Yu-Ren Su
Independent
Director
Xi-Peng Hong (Note 3) (1,000)
Director Cheng-Jun Yang (Note 3)
Director Qing-Feng Yang (Note 3)
Major
shareholders
Goodway Machine Corp. 145,000
50,000
President Cheng-Jun Yang (Note 4)
Not
applicable
Not
applicable
President Shang-Ru Yang (Note 5)
Vice
Presidents
Chang-Chi Yang
Vice
Presidents
Rui-Ming Ye
Supervisor of
Financial
Department
Hong-Bin Syu (Note 6) Not
applicable
Not
applicable
Accounting
Supervisor
Hong-Bin Syu (Note 6) Not
applicable
Not
applicable

Note 1: Discharge on June 7, 2023. Note 2: Took office on June 7, 2023. Note 3: Re-elected on June 7, 2023. Note 4: Discharged on October 1, 2023.

58

Note 5: Took office on October 1, 2023. Note 6: Discharged on March 6, 2024.

  • (II) Information of directors, supervisors and managerial officers and key shareholders with the counterpart of stock equity transfer as the related party: None.

  • (III) Information of directors, supervisors and managerial officers and key shareholders with the counterpart of stock equity pledge as the related party: None.

VIII. Data of relationship among the company’s 10 largest shareholders

April 20,2024 April 20,2024 April 20,2024 April 20,2024 April 20,2024 April 20,2024 April 20,2024
Name Shares held in own
name
Shareholdings of
spouse and minor
children
Shares held in the
names of others
Name and relationship
between the Company’s
top ten shareholders, or
spouses or relatives within
the second degree of
kinship
Remark
Number of
shares
Ratio of
Shareholding
Number of
shares

Ratio of
Shareholding
Number of
shares
Ratio of
Shareholding
Name Relationship
Goodway Machine
Corp.

47,962,311

49.65%
De-HuaYang Chairman of
the Company
De-Hua Yang 9,031,403
9.35%
Goodway
Machine
Corp.
Hong Hua
Investment
Co., Ltd.
JiaJin
Investment
Co., Ltd.
Hung Jiu
Machine Co.,
Ltd.
Chairman of
the Company
JiaJin Investment
Co.,Ltd.
6,256,388
6.48%
De-Hua Yang Chairman of
the Company
Fubon Life
Insurance Co.,
Ltd.
3,753,500
3.89%
None None
Hung Jiu
Investment Co.,
Ltd.
1,482,818
1.54%
None None
Zhi Yuan
Investment Co.,
Ltd.
1,481,316
1.53%
None None
Axtron Investment
Ltd.
1,090,000
1.13%
De-Hua Yang The person in
charge is the
relative
within the
second degree
of kinship
Hong Hua
Investment Co.,
Ltd.
828,250
0.86%
De-Hua Yang Chairman of
the Company
Yu En Investment
Co., Ltd.
786,728
0.81%
De-Hua Yang The person in
charge is the
relative
within the
second degree
of kinship
Hung Jiu Machine
Co., Ltd.
751,312
0.78%
De-Hua Yang Chairman of
the Company

59

IX. Investments jointly held by the Company, the Company’s directors, supervisors, managerial officers, and enterprises directly or indirectly controlled by the Company. Calculate shareholding in aggregate of the above parties

of the above parties
April 30,2024;Unit: shares;%
Investees Invested by the Company
Investment held by
directors, supervisors,
managerial officers, and
directly or indirectly
controlled enterprises
Aggregate investment
Number of
shares
Ownership
(%)
Number of
shares
Ownership
(%)
Number of
shares
Ownership
(%)
B-WAY(CAYMAN)CO,
LTD (Note 1)
10,665,029 100% 10,665,029 100%
BILLION-
WAY(CAYMAN) CO, LTD
(Note 1)
12,829,840 100% 12,829,840 100%
Shanghai Zhuwai
Mechanical and Electrical
Co., Ltd. (Note 3)
100% 100%
Awea Mechantronic
(Suzhou) Ltd. (Note 3)
100% 100%
AUTECH EUROPE 50 5% 50 5%
Yih Chuan Machinery
Industry Co., Ltd.
5,914,800 60% 3,943,200 40% 9,858,000 100%
YAMA SEIKI,USA,INC. 584,192 28.58% 1,460,000 71.42% 2,044,192 100%
AXTRON INT'L
INVESTMENT CO., LTD.
(Note 1)
50,000 100% 50,000 100%
AXTRON INT'L
INVESTMENT LIMITED
(Note 2)
10,000 100% 10,000 100%
Yih Chuan Machinery
(Jiaxing) Industry Co., Ltd.
(Note 3)
100% 100%
Huahan Leasing Co., Ltd. 666,667 13.33% 2,666,666 53.34% 3,333,333 66.67%

Note 1: Overseas company, with the price per share of US$1.

Note 2: Overseas company, with the price per share of HK$1.

Note 3: The number of shares is not counted for mainland companies.

60

Chapter IV. Funding Status

I. Share capital and shares

(I) Sources of share capital

Unit: shares/ NT$

Unit: shares/ NT$ Unit: shares/ NT$ Unit: shares/ NT$
Month/
Year
Price of
issue
Authorized capital Paid-up capital Remark
Number of
shares
Amount Number of
shares
Amount Sources of share capital Paid in
properties other
than cash
Others
July 2008 10 100,000,000 1,000,000,000 82,901,175 829,011,750 NT$39,178,250 of capital
increase transferred from
surplus reserve
NT$6,268,500 of capital
increase transferred from
employees bonus
None Note 1
December
2008
10 100,000,000 1,000,000,000 82,370,866 823,708,660 Consolidate Baiwei
shares, and reduce a
capital of NT$5,303,090
for treasury shares
None Note 2
July 2009 10 100,000,000 1,000,000,000 90,607,952 906,079,520 NT$82,370,860 of capital
increase transferred from
surplus reserve
None Note 3
August
2011
10 100,000,000 1,000,000,000 94,952,449 949,524,490 NT$43,444,970 of capital
increase transferred from
surplus reserve
None Note 4
November
2012
10 100,000,000 1,000,000,000 94,952,449 949,524,490 Consolidate Jinwei shares None Note 5
November
2013
10 100,000,000 1,000,000,000 91,994,449 919,944,490 Cancel a capital of
NT$29,580,000 for
treasury shares
None Note 6
September
2016
10 100,000,000 1,000,000,000 96,594,171 965,941,710 NT$45,997,220 of capital
increase transferred from
surplus reserve
None Note 7
  • Note 1: The Financial Supervisory Commission, Executive Yuan approved a capital increase through Jin-Guan-Zheng-Yi-Zi Letter No. 0970033790 on July 7, 2008.

  • Note 2: The Ministry of Economic Affairs approved a capital decrease through Jing-Shou-Shang-Zi Letter No. 09701323420 on December 23, 2008.

  • Note 3: The Financial Supervisory Commission, Executive Yuan approved a capital increase through Jin-Guan-Zheng-Fa-Zi Letter No. 0980033595 on July 7, 2009.

  • Note 4: The Financial Supervisory Commission, Executive Yuan approved a capital increase through Jin-Guan-Zheng-Fa-Zi Letter No. 1000030026 on June 29, 2011.

  • Note 5: Registration was changed through Jing-Shou-Shang-Zi No. 10101223870.

  • Note 6: Registration was changed through Jing-Shou-Shang-Zi No. 10201241980.

  • Note 7: Registration was changed through Jing-Shou-Shang-Zi No. 10501224890.

Authorized capital Authorized capital Authorized capital Authorized capital Authorized capital Remark
Outstandingshares Unissued
shares
Total
Listed Unlisted Total
96,594,171 - 96,594,171 3,405,829 100,000,000 Belong to
listed stocks

61

(II) Shareholders structure:

(II)
Shareholders structure:
(II)
Shareholders structure:
April 20,2024;Unit: shares
Shareholders
structure
Quantity


Government
institutions
Financial
institutions
Other
juristic
persons
Individuals Foreign
institutions
and foreigners

Total
Number of
people
0 5 27 10,441 30 10,503
Number of shares
held
0 4,000,277 61,833,496 29,917,750 842,648 96,594,171
Ownership (%) 0.00% 4.14% 64.02% 30.97% 0.87% 100.00%

(III) Dispersion of equity: ordinary shares (par value per share: NT$10)

(III) Dispersion of equity: ordinary shares (par value per share: NT$10) (III) Dispersion of equity: ordinary shares (par value per share: NT$10) (III) Dispersion of equity: ordinary shares (par value per share: NT$10) (III) Dispersion of equity: ordinary shares (par value per share: NT$10)
April 20,2024
Class of Shareholding Number of
Shareholders
Number of shares held
Ownership (%)
1 to 999 6,788 1,047,095 1.08%
1,000 to 5,000 2,922 5,500,502 5.70%
5,001 to 10,000 386 2,859,981 2.96%
10,001 to 15,000 155 1,886,131 1.95%
15,001 to 20,000 63 1,126,145 1.17%
20,001 to 30,000 76 1,896,937 1.96%
30,001 to 40,000 38 1,328,113 1.38%
40,001 to 50,000 8 361,647 0.37%
50,001 to 100,000 30 2,039,756 2.11%
100,001 to 200,000 18 2,391,280 2.48%
200,001 to 400,000 8 2,180,558 2.26%
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%
More than 1,000,001 7 71,057,736 73.56%
Total 10,503 96,594,171 100.00%

Special shares: The Company has not issued any special shares, so it is not applicable.

62

  • (IV) List of major shareholders: Names of shareholders holding over 5% in shareholding or top ten shareholders in shareholding, number of shares and proportion.
Shares
Name of major shareholders

Number of shares held
Ownership (%)
1. GoodwayMachine Corp. 47,962,311 49.65%
2. De-Hua Yang 9,031,403 9.35%
3. JiaJin Investment Co.,Ltd. 6,256,388 6.48%
4. Fubon Life Insurance Co.,Ltd. 3,753,500 3.89%
5. HungJiu Investment Co.,Ltd. 1,482,818 1.54%
6. Zhi Yuan Investment Co.,Ltd. 1,481,316 1.53%
7. Axtron Investment Ltd. 1,090,000 1.13%
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%
  • (V) Market price per share, net worth, dividend and relevant data in the last two years
Year Year 2022 2023 From January 1,
2024 to March 31,
2024

Highest
33.90 35.50 33.95

Lowest
29.00 29.50 31.10
Average 31.08 31.69 32.08
Before dividend distribution 34.87 35.07 35.40
After dividend distribution 33.27 Not applicable

Weighted average outstanding
shares
96,594,171 96,594,171 96,594,171

Earnings
per share
(Note 2)
Before adjustment 3.67 2.18 0.18
After adjustment 3.65 2.17
Cash dividends 1.60 1.50
Stock
dividends
Dividends from
Retained Earnings

Dividends from
Capital Surplus
Accumulated undistributed
dividends
Price to earningratio(Note 3) 8.47 14.54
Price to dividends ratio
(Note 4)
19.43 21.13
Cash dividendyield(Note 5) 5.15% 4.73%
  • Note 1: This is filled in based on the number of shares issued at the end of the year and allocated in accordance with the resolution of the shareholders’ meeting of the next year.

  • Note 2: This is tracked and adjusted due to stock grants, capital increase transferred from employees’ compensation, and conversion of convertible corporate bonds into ordinary shares.

63

Note 3: Price to earning ratio = Average closing price per share for the year / earnings per share. Note 4: Price to dividend ratio = Average closing price per share for the year / cash dividends per share. Note 5: Cash dividend yield = Cash dividend per share / average closing price per share for the current year.

  • (VI) The Company’s dividend policy and fact of implementation thereof (to be approved by the 2024 shareholders’ meeting)

  • Dividend policy:

The Company’s annual net income after final settlement shall be used to pay taxes and cover the deficits of prior years according to law, 10% of the remaining income shall be set aside as legal reserve and special reserve in accordance with the law, and the remaining balance shall be added to the undistributed earnings of prior years and a part of which retained as the capital required for the business growth, and then the Board of Directors shall prepare the earnings distribution proposal and submit it to the Shareholders’ Meeting for resolution. The Company is in an industry with changing environment, and in the growth stage of life cycle, and in order to consider long-term financial planning and meet the cash inflow needs of shareholders, the annual cash dividend shall not be less than 10% of the total cash and stock dividends.

  1. Fact of implementation:

Status of dividend distribution proposed at the shareholders’ meeting

  • (1) The distribution of earnings in 2023 resolved by the Company’s Board of Directors is as follows:

  • A. Set aside a legal reserve of NT$20,149,210.

  • B. Distribute a stockholder dividend of NT$144,891,257, with the cash allotment of NT$1.5 per share.

  • C. Reserve the unappropriated earnings of NT$1,441,706,626.

  • D. Thereafter, if the distribution rate per share of outstanding shares changes due to conversion of convertible corporate bonds, repurchase of the Company’s shares, or conversion, transfer and cancellation of treasury shares, the chairman is authorized to make adjustments.

The above distribution proposal complies with the dividend policy in the Articles of Incorporation specifying that the annual cash dividend shall not be less than 10% of the total cash and stock dividends.

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AWEA Mechantronic Co., Ltd.

Statement of Earnings Distribution 2023

Unit: NT$

Unit: NT$
Items Amount Remark
Subtotal Total
Opening balance
Adjustments:
Add: Net profit tax for 2023
Less: Unrealised gains (losses) on valuation of financial
assets measured through other comprehensive
income
Less: Other comprehensive income after tax for 2023 -
gains/losses from actuary of defined benefit
Less: Legal reserve
Earnings allocable
Items of distribution:
Shareholders’ dividend - Cash (NT$1.5/share)
Unappropriated retained earnings at the end of the term

210,810,719
(9,038,008)
(280,609)
(20,149,210)
(144,891,257)
$1,405,254,991




1,586,597,883

$1,441,706,626

Note 1

Chairman:
Managerial officer:
Accounting Supervisor:
  • Note 1: As stipulated by the Articles of Incorporation, 10% of the net profit after tax shall be set aside as legal reserve.

  • $ 201,492,102 * 10% = $ 20,149,210

Note 2:

  • (1) Dividends of shareholders: cash dividend per share was NT$1.5; After being approved at the annual shareholders’ meeting, the Chairman is authorized to set another base date of exdividend payment for distribution.

  • (2) The cash dividend shall be calculated according to the distribution ratio until the total amount of the cash dividend is integral NT$, the decimals shall be omitted, and the total amount of odd dividends less than NT$1 shall be adjusted from the decimal point from big to small and the account number from front to back, until meeting the total distribution amount of cash dividend.

  • (3) In the event of a subsequent change in the share capital of the Company, affecting the number of outstanding shares and resulting in a change in the dividend rate to shareholders, it is proposed that the annual shareholders’ meeting should authorize the Chairman to deal with the matter at his sole discretion.

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(VII) The impact of issuance of bonus shares proposed in the present shareholders’ meeting upon the Company’s business performance and earning per share:

Unit: NT$ thousand

Year
Items
Year
Items
Year
Items
2024 (estimated)
Paid-in capital at the beginning of the period 965,942
Allotment of
shares and
interests of the
currentyear
Cash dividend per share (NT$) - Note 1 1.5
Number of allotment per share in the capital increase
transferred from capital reserve

Change in
operating
performance
Operating profit Not applicable
(Note 2)



Ratio of increase (decrease) in operating profit over the
sameperiod lastyear
After-tax net profit
Ratio of increase (decrease) in after-tax net profit over
the sameperiod lastyear
Earnings per share (NT$)
Ratio of increase (decrease) in earnings per share over
the sameperiod lastyear
Annual average rate of return on investment (reciprocal
of annual averageprice to earnings ratio)
Proposed
earnings per share
and price to
earnings ratio
If the capital increase
transferred from surplus
reserve is changed to the
distribution of cash
dividends
Proposed earnings per share Not applicable
(Note 2)
Proposed annual average
rate of return on investment

If the capital increase
transferred from capital
reserve is not handled
Proposed earnings per share
Proposed annual average
rate of return on investment
If the capital reserve is
not handled, and the
capital increase
transferred from surplus
reserve is hanged to be
distributed in cash
dividends.
Proposed earnings per share
Proposed annual average
rate of return on investment

Note 1: Subject to the resolution by the annual shareholders’ meeting in 2024. Note 2: In accordance with stipulations in Regulations Governing the Publication of Financial Forecasts of Public Companies, the Company did not need to disclose its financial forecast information for 2024.

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(VIII) Remuneration to the employees, directors and supervisors

  1. If the Company has profit in the year (the so-called profit refers to the profit before tax, and before deduction of employees’ compensation and directors’ and supervisors’ remuneration), it shall set aside 3%-8% of the profit as employees’ compensation, and set aside no more than 2% as directors’ and supervisors’ compensation. The Company may distribute the above stock bonus to employees of its subsidiaries who meet certain criteria, and the terms and methods of distribution shall be determined by the Board of Directors. However, if the Company has accumulated deficit, an amount to cover such deficit shall be reserved in advance.

    • As stipulated by the Company Act and the Articles of Incorporation, the employees’ compensation and directors’ and supervisors’ remuneration that the Company shall allocate shall first be estimated in the preparation of the interim and annual financial statements in accordance with the (2007) Ji-Mi-Zi No. 052 explanation letter of Accounting Research and Development Foundation, and shall be listed as the appropriate accounting subject under the operating cost or operating expense according to the nature of employees’ bonuses and directors’ and supervisors’ remuneration. If there is any difference between the distributed amount as resolved by the Board of Directors and the estimated amount in the financial statement, it shall be regarded as a change in estimates and listed as the profit or loss of the current distribution year.
  2. Remuneration to be distributed as resolved in the board of directors:

    • (1) Employees’ remuneration to be distributed in 2023 is NT$16,000 thousand, and directors’ remuneration is NT$2,750 thousand, which will be paid in cash.

    • (2) The number of shares to be distributed as employees’ compensation and its proportion in the capital increase transferred from earnings: employees’ compensation will be paid in cash in 2023.

    • (3) Calculation of earnings per share after the proposed distribution of employees’ compensation and directors’ remuneration: Not applicable.

  3. Distribution of earnings of the previous year as employees’ compensation and directors’ and supervisors’ remuneration: in 2022, the earnings were distributed according to the resolution approved by the Board of Directors, of which the employees’ cash compensation was NT$16,000 thousand, and the directors’ and supervisors’ remuneration was NT$1,800 thousand, which were paid in cash and showed no difference in distribution.

  4. (IX) Repurchase of the Company’s stock: None.

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  • II. Insurance of corporate bonds (including overseas corporate bonds)

  • None.

  • III. Status of preferred shares

None.

  • IV. Issuance of overseas depository receipts

None.

  • V. Employee stock options

None.

  • VI. Status of new shares issuance in connection with mergers and acquisitions

None.

  • VII. Progress on the use of funds

  • (I) Planned content: None.

  • (II) Implementation status: None.

  • (III) Use of unexpended capital: None.

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Chapter V. Business Performance

I. Content of business

  • (I) Scope of business operation

  • Major contents of businesses

    • The Company’s main business activities include the development and design, production, manufacturing and sales of Computer Numerical Control (CNC) machine tools, and the business activities listed in the Company’s change registration form are as follows:

    • CB01010 Mechanical Equipment Manufacturing.

    • CC01110 Computer and Peripheral Equipment Manufacturing.

    • I501010 Product Designing.

    • F113010 Wholesale of Machinery.

    • F213080 Retail Sale of Other Machinery and Equipment.

    • ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

  • Ratio of operating revenue in the major contents of businesses

The ratio of the Company’s operating revenue from its major products is as follows:

Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand
Major products 2023 2022
Amount % Amount %
Gantry vertical integrated machining center 1,152,294 48.79 1,497,127 48.29
C-type vertical integrated machining center 1,088,905 46.10 1,460,438 47.10
Other (Note) 120,718 5.11 142,952 4.61
Total 2,361,917 100.00 3,100,517 100.00

Note: Others include machine maintenance, and purchase and sales of components and purchased products.

Focusing on the development and design, production, manufacturing and sales of Computer Numerical Control (CNC) machine tools, the ratio of operating revenue is above 95%.

  1. The current products of the Company

The Company’s main product is Computer Numerical Control (CNC) machine tools, which belong to the metal cutting machine building industry in the industrial machinery and are indispensable mechanical equipment for basic machining and precision machining. The products are applied in the aerospace industry, national defense industry, automobile industry, general machinery, metal processing industry, electronic industry and other industries. The Company’s machine tools can be divided into the gantry vertical integrated machining centers and the C-type vertical integrated machining centers, or, by machines, into:

  • Vertical Machining Center

  • Gantry Vertical Machining Centers.

69

  • Bridge Type 5-Face Machining Center

  • High Speed Machining Center

  • Horizontal Machining Centers

  • Horizontal High-speed Machining Centers.

  • Horizontal Boring Mills

  • 5-Axis Machining Center

  • Automation

  • New products under development

Computer Numerical Control (CNC) machine tools are one of the new industries actively promoted by the government in recent years, of which precision CNC lathes and machining centers with higher added value are key development projects; in the early days of the Company, medium and large precision machining centers were developed as the core to meet the needs of large machine part and mold processors. In recent years, small and medium CNC vertical machining center series products have also been developed to meet the market needs of small and medium object machining and molds. In the future, the Company not only continues to improve the competitiveness of the original medium and large gantry machining center series products and small and medium CNC vertical machining center series products, but also strives to develop different models of CNC horizontal boring mills and CNC five-axis machining centers, and plans to develop the following new products:

  • Gantry type high speed 5 axes machining center.

  • Horizontal full moving column high-speed five-axis machining center.

  • Milling machine machine 5 axes machining center.

  • Development of horizontal and diagonal full-automatic universal joint.

  • VP6 high-speed gantry machining center for aerospace structures.

  • Development of EH5 high-speed horizontal five-axis machining center.

  • A+/AF series modular design and development.

  • Design and development of AE new integrated machining center series.

  • Development of AHM800 horizontal machining center.

  • Development of Z800 gear spindle head.

  • Development of AC full-automatic universal joint.

  • Development of SP4 high-speed gantry aluminium machining center.

  • Development of BS-Φ130 boring axis.

  • Development of 16K internal spindle.

  • Development of the moving column moving beam machining center.

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

  • Development of VP-xx16 gantry integrated machine (lockable).

  • Design and development of X-A2 biaxial head.

  • Development of machine tool intelligent energy-saving chip removal system.

70

  • Development of intelligent information APP extranet function.

  • Development of intelligent information diagnosis function.

  • Development of AF-1600Ⅱ vertical integrated machine.

  • Development of AF-1000Ⅱ vertical integrated machine.

  • Design and development of FCV-620Ⅱ economic moving column five-axis machine.

  • Design and development of five-axis standard table and miller table.

  • Design and development of C-type #40 and small #50 gear spindle speed improvement.

  • Development of the tray storage system of the five-axis machine.

(II) Industrial profiles:

  1. The status quo and development of the machine tool industry:

  2. (1) Industry status

According to customs export statistics, the total export value of Taiwan machine tools from January to December 2023 reached US$2,599,440 thousand, a decrease of 14% over the same period last year, of which the export value of cutting machine tools was US$2,204,120 thousand, a decrease of 13.3% over the same period last year. The export value of forming machine tools was US$395,320 thousand, a decrease of 17.7% over the same period last year.

Ranked by export countries, China (including Hong Kong) ranked first from January to December 2023, with an export value of US$711,930 thousand, accounting for 27.4% of the total export value, a decrease of 11.9% over the same period last year. The US ranked second, with an export value of US$377,820 thousand, accounting for 14.5% of the total export value, a decrease of 15.1% over the same period last year. Turkey ranked third, with an export value of US$289,790 thousand, accounting for 11.1%, an increase of 13.9% over the same period last year. India ranked fourth, with an export value of US$120,690 thousand, accounting for 4.6%, an increase of 29.1% over the same period last year. Netherlands ranked fifth, with an export value of US$84,340 thousand, accounting for 3.2% of the total export value, a decrease of 22.4% over the same period last year.

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Other countries are as follows: Germany accounted for 3.0%, a decrease of 1.2%. Italy accounted for 2.8%, a decrease of 29.8%. Vietnam accounted for 2.7%, a decrease of 39.0%. Thailand accounted for 2.6%, a decrease of 23.2%. Japan accounted for 2.6%, a decrease of 15.4%. The ranking of export countries from January to December 2023 is as follows:

Statistical analysis table of main export countries of Taiwan machine tools in 2023

Unit: US$thousand;% Unit: US$thousand;% Unit: US$thousand;% Unit: US$thousand;% Unit: US$thousand;%
Rank Export country 2022years 2023years Rate of change
%
Export value % Export value %
1 China (including
HongKong)
808,392 26.7 711,934 27.4 -11.9
2 USA 445,172 14.7 377,817 14.5 -15.1
3 Turkey 254,359 8.4 289,793 11.1 13.9
4 India 93,494 3.1 120,688 4.6 29.1
5 Netherlands 108,716 3.6 84,343 3.2 -22.4
6 Germany 79,144 2.6 78,218 3.0 -1.2
7 Italy 104,609 3.5 73,450 2.8 -29.8
8 Vietnam 116,909 3.9 71,366 2.7 -39.0
9 Thailand 87,869 2.9 67,474 2.6 -23.2
10 Japan 78,649 2.6 66,555 2.6 -15.4
Others 845,947 28.0 657,801 25.5 -22.2
Total 3,023,260 100.0 2,599,439 100.0 -14.0

Data sources: Monthly customs import and export statistics report, Taiwan Machine Tool Foundation

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Analyzed by the type of cutting machine tools, electric discharge machining, laser beam machining and other non-traditional machine tools decreased by 8.3%, integrated machines decreased by 16.5%, lathes decreased by 4.9%, drilling and boring machines, milling machines, and tapping machines decreased by 22.0%, and grinding machines decreased by 21.8%. Planning, sawing, drawing and gear machines decreased by 8.1%. In forming machine tools, forging and stamping machines decreased by 16.5% and other forming machine tools decreased by 21.9% compared to the last year. The statistical analysis of export from January to December 2023 is shown as follows:

Statistical analysis table of export of Taiwan machine tools in 2023

Unit: US$ thousand; %

Product 2022years 2022years 2023years 2023years Rate of
change %
Export
value
% Export
value
%
Electric discharge machining, laser
beam machining and other non-
traditional machine tools
182,508 6.0 167,396 6.4 -8.3
Integrated machines 1,044,079 34.5 871,641 33.5 -16.5
Lathes 685,345 22.7 651,519 25.1 -4.9
Drilling, boring, milling, and
tappingmachines
205,623 6.8 160,444 6.2 -22.0
Grindingmachines 277,786 9.2 217,272 8.4 -21.8
Planning, sawing, drawing and gear
machines
147,743 4.9 135,844 5.2 -8.1
Subtotal of cuttingmachine tools 2,543,084 84.1 2,204,116 84.8 -13.3
Forgingand stampingmachines 376,638 12.5 314,411 12.1 -16.5
Other formingmachine tools 103,538 3.4 80,912 3.1 -21.9
Subtotal of formingmachine tools 480,176 15.9 395,323 15.2 -17.7
Subtotal of machine tools 3,023,260 100.0 2,599,439 100.0 -14.0

Data sources: Monthly customs import and export statistics report, Taiwan Machine Tool Foundation

  1. Correlation between the midstream and downstream industries:

The relationship between the upstream, midstream and downstream machine tool industries is extremely close. Raw materials required for production include numerical controllers, ball screws, casts, hardware parts and other components, which are generally manufactured by the subcontractor and part processer. Then these components are integrated by specialized division of labor and assembled into the machine tool. The machine tool is a machine for making machinery, and also an indispensable machine and equipment for basic machining and precision machining. The machine tool industry, which plays a key role in industrial development, has a close relationship with the national defense industry, automobile industry, and aerospace industry.

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Since the machining process is complex, and a large number of components are required in the machine tool industry, there are several developments (for example, key components are purchased from foreign countries, general parts are processed by the subcontractor, the central plant is responsible for assembly, testing and other work) in Taiwan machine tool industry, and machining is integrated by specialized division of labor. The correlation between the upstream, midstream and downstream machine tool industries is shown as follows:

==> picture [360 x 276] intentionally omitted <==

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

Upstream Midstream Downstream
Raw materials Design, machining Mechanical
and manufacturing manufacturing
Steel casting iron National defense
components industry
Aerospace
Driving elements
industry
Integrated
machines
Automobile
Hardware parts
industry
Semiconductor
Precision bearing
Computer industry
numerically
controlled lathes
Oil and air pressure Metal machining
components industry
Electrical control
Rail vehicle industry
components
----- End of picture text -----

3. Product development trends:

  • (1) Technological development trends

The technology of machine tools in Taiwan continues to be high-speed, high-precision and high-composite, mainly in improving the manufacturing process of components, enhancing productivity and reducing costs. Therefore, high-precision, high-speed and open controllers and composite and systemic trends have become a common goal for machine tool manufacturers. In terms of high speed and precision, high-speed feeding systems and high-speed spindles are developed to enhance the machining speed, which is conducive to the improvement of production efficiency; as the production efficiency is improved, the roughness of the machining surface should also be improved, so the high-speed capability should also be considered; in terms of open controllers, with the rapid development of computers and information processing, controllers will make the function of machine tools more intelligent, so as to improve the performance of the machine and reduce the needs and costs of production manpower; in terms of composite trend, to save space, reduce costs and deal with the need for a small number of diverse and complex workpieces, multifunctional composite machines will be developed to

74

reduce the space for the machine, thus reducing workpiece moves and improving machining precision; in terms of systemic trend, flexible machining, automated process, intelligent monitoring and standardized interfaces will be developed.

  • (2) Product development trends

At present, there are two development trends in the Computer Numerical Control (CNC) machine tool market. First, machine tools of standard specifications occupy the lowprice markets with mass production and low costs; second, high-precision and highquality machine tools are produced by the technological level, and occupy the high value added markets with the price-performance ratio; high value added machine tools will be of high speed, multiple functions, environmental safety, quality stability and product stability in the future, and machine tool manufacturers are actively improving the production process, and develop high-speed spindles, high-speed cutting and highprecision products to improve competitiveness.

  1. Product competition

The Company’s current products include gantry machine products and small C-type machines, and the competition of the products is described as follows:

In the gantry machine products, the processing of such products is complex, and these products cannot be mass-produced since the specifications vary with customer requirements and thus are diverse and in a small quantity. At present, companies producing similar products worldwide include WALDRICH SIEGEN in Germany, and SNK, OKUMA, TOSHIBA and MITSUBISHI in Japan, which occupy market segments with different prices from domestic machine tool manufacturers due to their high unit prices.

In the C-type machine products, with large market demands, there are a number of manufacturers for the same type of products at home and abroad, and such products vary in functions and properties and capture different market segments. The products mainly include special machines and multifunctional machines. At present, the Company’s C-type machines are mid-range multifunctional machines, with its main competitors from the same industry in South Korea, Italy and other countries. Since the labor cost in Taiwan is lower than that in South Korea, Italy and other countries, Taiwan is more competitive in such products than manufacturers of the same grade in other countries. However, influenced by exchange rate fluctuations, the competition will increase or decrease as there is a large change in the exchange rate of the New Taiwan dollar or the competitor.

In the five-axis machines, with the growth in market demands and large investment of domestic and foreign competitors in research and development, the Company also invests in the development of small, medium and large five-axis machines. At present, companies producing similar small and medium products worldwide include Hermle, and DMG&MORI in Germany, and those producing large products include SNK, OKUMA, TOSHIBA, and MITSUBISHI in Japan. These companies capture market segments with different prices from domestic companies due to their high unit prices, while the domestic

75

competitors’ products are not mature, and thus may have considerable opportunities in market competition.

(III) Research and development:

  1. Technical level of the business affairs Since its inception, the Company has focused on the R&D, production and manufacturing of machine tools, with its main technology from long-term cultivation of talents, technology establishment, experience inheritance, and self-development of products, and main R&D cadres have the ability to develop products and maintain close cooperation with upstream component suppliers. As the design and manufacturing of machine tools require long-term experience accumulation and planning ability, the Company technologically works with the Industrial Technology Research Institute (ITRI), a specialized machinery research institute in Taiwan, and the Precision Machinery Research & Development Center for product development and improvement.

By means of years of experience in product R&D, the Company has built a complete R&D system and can develop the product process capability for customer application demands to meet customers’ demands for product quality and maintain market competitiveness in production technology that is superior to the same industry.

  1. Research and development status

  2. In recent years, the Company has focused on the improvement of production efficiency and process capability, and thus the development of high-range products. In the future, the Company’s R&D interest will include continuously reducing production cost, and actively developing in the fields of aerospace, 3C industry, light metal machining industry and precision mold machining industry. The products for development in the near future are as follows:

  3. (1) Small and medium horizontal boring mills

    • Small and medium CNC horizontal three-axis machines, as the main body, are equipped with rotary high payload index tables and self-made boring spindles to cope with the precision machining applications; in addition, a table exchange mechanism is developed to reduce downtime and improve work efficiency.
  4. (2) Large horizontal boring mills

    • The main market is large turbine parts machining industry, large mechanical precision parts, large pipe valve parts and wind power parts manufacturing industry. The product features include ultra-high payload table, ultra-large work stroke, ultra-large spindle output torque and three-axis travel module design that can be matched according to customer needs.
  5. (3) Large gantry type five-axis machining center In response to the trend of large product development in the market, the Company will modify super-large crown block gantry machines, and improve the machining

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efficiency and quality; it will add two rotary spindle heads to the large crown block gantry to improve products’ machining performance, and minimize the number of turns of large workpieces.

  • (4) Small high-speed CNC vertical machining center

Small CNC vertical three-axis machines, as the main body, are optimized in structure and performance to meet the parts machining needs of the 3C industry and ensure high efficiency, high precision and low cost.

  • (5) Intelligent software development

In response to customers requirements for strict machining, including size, shape, surface brightness and reduced processing time, the Company will continue to develop the most appropriate machining parameters, compensation function, anti-collision simulation software and machine status monitoring function to meet the needs of different industrial groups, improve customers’ satisfaction with products, and enhance product competitiveness.

  • (6) Development of high-precision optical mounting and correction system of large machine tool

To meet the product needs of the large object processing market, the Company will develop ultra-large stroke machines. To satisfy the needs, and improve product precision and value, the Company advances precision assembly technology, and participates in “Development of High-precision Optical Installation Calibration System for Large Machines and Tools”, an industry-university cooperation plan led by National Formosa University.

  • (7) Development of large moving column moving cross rail gantry five-face machining center

To meet the product needs of the large object processing market, the Company will develop ultra-large moving column moving cross rail gantry five-face machines to meet the processing needs of large, high-torque and high-rigidity products.

  • (8) Development of gantry friction stirring welder

  • Based on the “friction stirring welding technology”, a new technology transfer by the Company and TWI (The Welding Institute), UK, and the current gantry machine framework, the Company can enter the welding market of shipbuilding, aerospace and automobile industries. At present, no manufacturer in Taiwan develop this type of functional machines, and the Company first enters the market to capture the blue ocean market, increase product lines and improve its competitiveness.

The Company, which pays particular attention to the R&D of products, forms the product R&D team from time to time, in which the R&D personnel are responsible for the development of new products, improvement of production process and technical guidance.

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  1. R&D expenditure in the latest year

The ratio of the Company’s R&D expenditure in the latest year in the operating revenue is as follows:

&D expenditure in the latest year
he ratio of the Company’s R&D expenditure in the latest year in the operat
s follows:
&D expenditure in the latest year
he ratio of the Company’s R&D expenditure in the latest year in the operat
s follows:
&D expenditure in the latest year
he ratio of the Company’s R&D expenditure in the latest year in the operat
s follows:
&D expenditure in the latest year
he ratio of the Company’s R&D expenditure in the latest year in the operat
s follows:
Unit: NT$ thousand
Year
Items

2022
2023 2024 Q1
Research and
development expenses
61,671 53,729 21,210
Operatingrevenue 3,100,517 2,361,917 362,524
Ratio in operatingrevenue
1.99%
2.27% 5.85%

Note: The data for the First Quarter of 2024 has been reviewed by CPAs

To meet the market demand and improve product competitiveness, the Company especially attaches importance to the R&D of products, investing in NT$61,671 thousand and NT$53,729 thousand in 2022 and 2023, which accounted for 1.99% and 2.27% of the operating revenue. The investments are mainly used to develop new products, modify the functions of the original products, test new products and develop components. The Company continues to attract R&D talents, and add R&D equipment and relevant application software. In the future, the R&D funds are expected to stably increase with the revenue scale.

  1. Successfully developed technology or product

The Company’s R&D results are developed based on more than 20 years of production technology and constantly modified according to customers’ actual needs, so as to improve product performance and gain the competitive advantage in the market. The R&D results of the Company in the latest years are listed as follows:

Year Successfully developed technology or product
2008 1.
Complete the development of the optimal cutting parameter “I Console”,
and facilitate the control interface.
2.
Development of BL2018-S/14.
3.
Development of new five-face spindle head.
4.
Development of AF-1250
5.
Development of A+1800/2100/2500
6.
Development of FMV-45U
2009 1.
Development of MVP-5032 moving cross rail machining.
2.
Development of ultra-large crown block gantry machines: LG-10070, LG-
20070.
3.
Development of a full range of AF linear guide vertical machines.
4.
Development of BL high payload rotary tables, Z-axis 1.4m gear spindles,
LP five-face machines, Y-axis screw vibration proof mechanisms, and APC
units.

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Year Successfully developed technology or product
2010 1.
Development of LV-6030 gantry type composite five-axis machine.
2.
Development of small and medium gantry five-face machine series: LP-
2515/3016/4016/5016.
3.
Development of a full range of large bridge type five-axis machine MEGA
5P.
4.
Development of 8000rpm high-torque oil mist internal spindle.
2011 1.
AF510 small high-sped CNC vertical machining center.
2.
MB1512 medium horizontal boring mills.
3.
Development of a full range of large gantry type five-axis machines MEGA
5G.
2012 1.
HTP high-rigidity gantry machining center.
2.
Gantry friction stirring welder.
3.
Medium LP gantry type integrated machining center.
2013 1.
Development of new AC automatic universal joint.
2.
New fixed column gantry machining center.
3.
HD bridge type machining center.
4.
FCV-620 5-axis vertical machine.
5.
AH630 ultra performance horizontal machining centers.
2014 1.
Development of horizontal head center effluent function.
2.
Development of gantry X-axis nut swivel feeding system.
3.
Development of MVP-8040 moving cross rail machining.
4.
Development of EMENA head-changing spindle system.
5.
AH500 ultra performance horizontal machining centers.
6.
Development of MEGA5 P2520 high-speed bridge type five-axis machine.
7.
FMV99 improvement and optimization.
8.
Appearance aesthetics metal plate of C-type machine.
9.
High-speed gear spindle of C-type machine.
10. MB2012 medium horizontal boring mills.
11. Development of FV960 vertical five-axis machine.
2015 1.
Proposal for modification of the MEGA5G feeding system.
2.
Development of AF510#30 meantime tool charging system.
3.
Development of machines for CAM (special machines for automation
system components).
4.
Optimization and development of FCV800 gantry type spindle machining
center.
5.
Development of MEGAxx20 series bridge type five-axis machines.
6.
The development of SP machine side-mounted tools is more in line with the
economic market demands.
7.
Development of 760 long-nose gear spindle.
8.
Increase air curtain function to thegear spindle.

79

Year Successfully developed technology or product
9.
Low cistern improvement for SP machine.
10. Optimization and development of the metal plate appearance and aesthetics
of HD high-rigidity gantry machines.
11. Comprehensive optimization and development of new VP bridge type
machine (including the optimization and development of appearance and
aesthetics).
12. Optimization and development of AH series chip removal system.
13. Optimization and development of FCV620 moving column five-axis
machining center.
2016 1.
Gantry type high speed 5 axes machining center.
2.
Horizontal full moving column high-speed five-axis machining center.
3.
AC full-automatic universal joint.
4.
Five-axis joint.
5.
Large moving column moving cross rail gantry five-face machining center.
6.
Milling machine machine 5 axes machining center.
2017 1.
Development of super traveling column machine.
2.
Development of high-speed internal spindle.
3.
Development of long-nose internal spindle.
4.
Development of the high-rigidity 90-degree horizontal head.
5.
Development of high-speed central effluent extension head.
6.
Improvement of the number of tools for AT510 small high-speed CNC
vertical machining center.
7.
Development of automobile molds for FCV620-H moving column five-axis
machine.
8.
Development of self-made five-axis head (A5+M specification).
9.
Development of large C-type machine equipped with special automation
system for track machining.
2018 1.
Development of vertical and universal joint automatic universal joint.
2.
Development of European 12,000RPM internal spindle.
3.
Development of the RG gantry type five-axis machining center.
4.
Development of the new-generation manual horizontal joint and universal
joint.
5.
Development of face grinding additional head.
6.
Development of new-generation A+/AF vertical integrated machine.
7.
AHM-800 horizontal integrated machine.
8.
Development of AE-1000 vertical part machine.
9.
Development of VP6012 gantry high-speed aluminium structural parts
machining center.
10. Development of the EH5-500 horizontal five-axis machine.

80

Year Successfully developed technology or product
2019 1.
Development of the FCV-800II new-generation five-axis machine.
2.
Development of φ110 boring spindle head module (MB).
3.
Development of quick mold change (efficiency enhancement) module of the
machining department.
4.
Development of AC full-automatic universal joint.
5.
Development of SP4 high-speed gantry aluminium machine.
6.
Development of BS-Φ130 boring axis.
7.
Development of 16K internal spindle.
2020 1.
Development of the moving column moving beam machining center.
2.
Development and release of the intelligent information control system
product.
3.
Development of production management function of the intelligent
information control system.
4.
Development of the AD-550/500 two-spindle C-type machine.
5.
Development of φ110 boring spindle head module (AHM specification).
6.
Development of CF-1060 efficient/rigid vertical machine.
7.
Proposal for optimization of NA+ gear spindle (small) (#50-6K is enhanced
to 8K).
8.
Development of LH-119 gear spindle (assist in Yiquan).
9.
Development of adaptive cutting function.
10. Development of wireless handle function.
11. Development of MEGA5P and RG5 five-axis machine.
2021 1.
Optimization and development of the one-index AC full-automatic universal
joint.
2.
Optimization and development of the 4,500RPM horizontal joint.
3.
Integration of the LB/EP fixed column gantry machine.
4.
Development of tool management function.
5.
Development of tool monitoring function.
6.
Development of the diagnostic function of the machine.
2022 1.
Development of VP-type 12KB internal spindle.
2.
Electrical design of the self-made tool changer.
3.
Development of Z800 hard track short gear spindle.
4.
Development of the AU-680 high-rigidity moving column five-axis
machine.
5.
Development of VP-xx16 gantry machine (lockable).
6.
Development of AHM-800-APC horizontal pallet changer.
7.
Design and development of X-A2 biaxial head.
8.
Development of the intelligent spindle thermal displacement deep learning
compensation technique.
9.
Development of the intelligent tapping deep learning automatic dispatch
technique.

81

Year Successfully developed technology or product
10. Development of intelligent information control system platform (FANUC
controller).
2023 1.
Intelligent digital communication box.
2.
Intelligent information APP.
3.
Development of the Z800 linear guide vertical junction spindle box.
4.
Improvement of vertical and horizontal tool arms in tool storage.
5.
Development of the traystorage system of the five-axis machine.
  • (IV) Long- and short-term business development programs:

Since its inception, the Company has actively expanded high-precision and automated production equipment to improve production efficiency, production capacity and technical level, develop high value added products, and create operating benefits. The short-term and long-term development programs of the Company are described as follows:

  1. Short-term business programs

  2. (1) Marketing strategies:

    • Strengthen the customer service quality system The Company establishes two-way communication channels between the Company and customers, strengthens the training of marketing and customer complaints personnel, promotes good customer service quality, and provides aftersales services for products, and prioritizes information reflected by customers, striving to meet customers’ satisfaction and enhance the long-term relationship with customers.

    • Obtain orders of high value added products to enhance competitive advantages In addition to customers in long-term cooperation, the Company strengthens the development of domestic potential customers to expand business space, and actively obtains orders of high value added products, so as to increase the proportion of medium- and high-priced machine tools, obtain market segments with other companies in the same industry and enhance competitive advantages.

    • Disperse customer sources and adjust product structure and channel The Company consolidates and expands customer sources, while maintaining good cooperation with existing customers. In addition, the Company, in response to market demands and industrial development trends, also adjusts the product structure and actively develops diversified sales channels, and wins orders from domestic and foreign customers with its production flexibility and product quality and disperses order sources to reduce the operating risk of changes in industrial prosperity.

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  • (2) Production strategies

    • Mass-production and modularization of machine tools In response to the need for shorter market delivery, the Company strengthens the mass production and modularization of machine tools to meet customers’ need for multifunctional applications and improve production flexibility, while sharing of components can reduce the inventory risk of stocks.

    • Upgrade the assembly level of the mainland plants The Company upgrades the assembly level of its mainland plants, cultivates local mechantronic talents, and develops its own-brand products to strengthen product cost competitiveness and meet mainland customers’ need for local delivery.

  • (3) Development orientation of product

    • Supply ability of complete product lines In addition to the development of large precision machine tools, the Company also develops small and medium CNC vertical machining centers and has the supply ability of complete product lines in response to customer demands and all-round market needs, so as to meet customers’ need for one-stop shop.

    • Enhance the integration of high-speed machine tools and application software To comply with the trend of high-speed development in the market, the Company will develop and modify small and medium high-speed machines, improve product machining efficiency, including size, shape and surface brightness, and shortens machining time; it will also develop the most appropriate parameter software, and meet the needs of different industrial groups and upgrade the competitiveness of small size machines by optimizing parameters.

  • (4) Operating scales and financial cooperation

    • Implement the management system, and improve administrative efficiency The Company will effectively plan its management system, and implement the computerization of enterprise information to perfect the information integration, analysis and customer services; the Company will also promote the performance management system to improve the administrative efficiency.

    • Strengthen financial management, and properly use funds

  • Long-term business programs

  • (1) Marketing strategies:

    • Expand overseas markets and enhance international reputation The Company will actively expand the international market, and attract orders from foreign customers with good reputation; it will also set up plants in the mainland to develop emerging markets and increase the sales percentage of overseas markets to establish a global marketing network and realize market diversification.

    • Integrate resources across departments to ensure competitive advantages

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By improving the customer service mechanism and integrating resources across departments, the Company improves the flexibility and mobility of the production process, and enhances its professional image to get customers’ trust, and then it expands its performance and profits to ensure the competitive advantages.

  • (2) Production strategies

  • Enhance production efficiency and improve product quality Based on the product demands of domestic and foreign customers, the Company proposes the production plan, plans the development progress of new products, and accelerates the commercialization of products, ensuring that it can achieve the operating revenue target; the Company also effectively utilizes the production capacity to improve its overall production efficiency.

  • Adjust production structure in response to market supply and demand In the future, the Company will adjust the production structure according to the changes in market supply and demand and business cycle to optimize the production flexibility; the Company will also form a strategic alliance with upstream and downstream manufacturers, and strengthen the division of labor system to improve the profitability.

  • (3) Development orientation of product

  • Improve the ability to self-make the key parts The Company will continue to train electronic control system talents, and develop key components of machine tools, such as precision bearings, with domestic technical research institutions, to reduce its dependence on foreign suppliers.

  • (4) Operating scales and financial cooperation

  • Uphold the concept of sustainable development, and expand the operating scale Adhering to the concept of sustainable operation, the Company actively cultivates R&D talents, and builds talents needed for the long-term development of the Company and accumulate R&D strength based on industry-university, dual system of vocational training, so as to improve the global competitiveness. In addition, combined with the long-term marketing strategy and production policy, the Company improves the production automation and product quality, and expands the operating scale and business items to increase market shares.

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  • II. Markets, production and marketing in summary

  • (I) Market analyses

    1. Sales regions of key products

Unit: NT$ thousand

Unit: NT$thousand Unit: NT$thousand
Year
Region
2023 2022
Amount % Amount %
Taiwan 279,683
11.84

806,651

26.02
Mainland China 1,045,941
44.28

1,097,559

35.40
Asia 172,662
7.31

179,114

5.78
USA 300,399
12.72

270,455

8.72
Turkey 217,565
9.21

195,875

6.32
Italy 174,453
7.39

97,816

3.15
Other countries 171,214
7.25

453,047

14.61
Total 2,361,917
100.00

3,100,517

100.00
  1. Market share

Due to the wide variety of machine tool products and great differences in functions, specifications and applications, it is hard to objectively count and analyze identical products. The Group’s main products belong to the metal cutting machine tool manufacturing and repairing industry of the industrial machinery, with a sales value of NT$2,361,917 thousand in 2023.

  1. The future market supply and demand and growth potential

  2. (1) Future market supply

Machine tools are used in all walks of life. In addition to traditional automobile and motorcycle industry and household appliance industry, machine tools are also mainly used to manufacture and produce components in high-tech industries, such as information industry and aerospace industry, so the range of application is extremely wide. With the development of global intelligent and unmanned factories, the machine tool industry will develop to be high-range and complex in the future. In addition to continuously capture the existing market with cost advantages, the Company also plans to gradually integrate the surrounding automated components through domestic information electronic technology support and cooperation with academic units, so as to meet the intelligent and plant output of machine tool products.

  • (2) Future market demand

The terminal application industries of machine tools are all-inclusive. In addition to automobiles, motorcycles, and precision mechanical part processing, it also includes the electronic industry such as semiconductors and flat panel displays, and wind power generation, solar photovoltaic and LED markets in the green energy industry. It was pointed by TMBA that, as for the estimated main export markets of Taiwan’s machine tools in 2024, the inflation and rise in interest rate in 2023 led to consumption

85

shrink in the USA, and its investment in equipment assets tended to be conservative, and plus the president election to be held in the USA this way, there would be more variables. Although the European market has inflation slow-down and prosperity recovery, the energy crisis has not been lifted, and the EU Carbon Border Adjustment Mechanism (CBAM) has begun to impose carbon tariffs, etc., showing a slow and recovering status of the consumption demand for machine tools and equipment.

As for the Mainland China market, subject to the bubble of the real estate market and the lack of consumer confidence, etc., there is a weak private investment demand, which also affects the people’s willingness to purchase equipment. In addition, India, Vietnam and Thailand in Southeast Asia benefited from the supply chain restructuring after the COVID-19, the transfer of production bases and the rise in domestic manufacturing demand, having a great increase in consumer demand for machine tools.

  • (3) Future market growth

According to analysis by TMBA, the prosperity of global machine tool industry in 2024 was the same as that in 2023, where, the export value of machine tools in 2023 was US$2.6 billion, with an annual decrease of 14%, the output value of the global machine tool industry in 2024 will increase from US$74.32 billion to US$78.04 billion, and the output value of Taiwan’s machine tools will increase from US$3.31 billion in 2023 to US$3.37 billion.

The topic for 2050 carbon neutrality continues to develop, and new equipment needs to be invested in this industry in response to today’s topic for carbon neutrality; we believe that the machine tool market will have the opportunity to usher in a new wave of growth in the future.

4. Competitive niche

  • (1) The Company focuses on business operation, and its image is well recognized For more than 30 years since its inception, the Company has an excellent reputation and image in its private brand “AWEA”. The Company has adhered to the high-quality policy and strived to improve customer satisfaction over the years, being certified by the international quality management system ISO 9001 and the environmental management system ISO 14001 in 1996 and 1998, respectively. The products comply with the EU CE safety regulations. With strict requirements on product quality and technical level, the Company has constantly developed new products, and established complete product lines, which enables itself a considerable competitive advantage in the machine tool market.

  • (2) The operation team has abundant professional experience Members of the Company’s current operating team has focused on the machine tool industry for years. The main cadres have rich experience in the industrial environment changes, product development trends, manufacturing, marketing business, and other

86

aspects. In recent years, the Company’s operating revenue and profits have been growing year by year, and the operating team has excellent professional quality and operating performance.

  • (3) The R&D ability is strong, and the technical level of products is high The Company, which is actively engaged in the research and development of process technology, also cooperates with the Mechanical and Mechatronics Systems Lab., ITRI and the Precision Machinery Research & Development Center to obtain technology transfer and the latest product information, so that the Company has competitive advantages in the development of production technology. The Company makes creative efforts on an established basis. It has published a number of R&D results over the years, which has been affirmed by all levels of government agencies and professional associations, and won several certifications, awards and patents, which shows that the product quality and technical capacity have reached the international level.

  • (4) Products are produced flexibly, and the positioning and segmentation strategy is proper

To meet the needs for customized products and shorter delivery, the Company continues to improve the added value of products, and establishes the outsourcing system and modularized production technology to reduce the production cost and delivery time. In addition, the Company positions its products in the medium-and highrange machine tool markets with high added value with complete product combination and strong product development capacity, and gains a foothold in the medium-and high-range machine tool markets controlled by Japan and Germany for a long term with its price advantages, while avoiding price competition within the industry.

  • (5) Sales bases are expanded at home and abroad, and perfect after-sales service is provided

The Company works with distributors with sales and maintenance ability to provide logistics and technical support for distributors and improve their marketing and service ability, so that they can better expand overseas sales markets, provide real-time aftersales services and establish a good brand image.

  1. Advantages and disadvantages of development and countermeasures

  2. (1) Advantages

    • The industrial prospect continues to develop and the Taiwan industry remains competitive

      • The mechanical industry is one of ten emerging industries with high added value and high technology planned by the government, and electronic information and automobile and motorcycle industries thriving in such regions as the Mainland China and Southeast Asia provide excellent mechantronic integrated resources and stamping equipment markets for the mechanical industry. After the ChinaUnited States trade war, Taiwan companies replace some American companies for

87

purchasing goods from China, and Taiwanese companies return to Taiwan to expand factories, which increases the machine tool demands of the Taiwan market.

  • There are multiple channels for the sales of private brands, ensuring extensive sales bases

The Company’s products of the private brand “AWEA” are sold worldwide, mainly in America, Asia and Europe. In the future, the economy in European and American regions continues to grow, and the Company should perform more well. Meanwhile, Asian emerging markets Mainland China and India drive the demands for machine tools, which are also the future niche market and growth driver of the Company. In addition, the Company disperses its markets through direct selling, distribution, agency and other channels to promote business, which also contributes to the steady growth of sales performance.

  • Excellent product quality is deeply recognized by the market

Since its inception, the Company has spared no effort in quality inspection and technology improvement, based on which it not only is certified by the international quality management system ISO 9001 and the environmental management system ISO 14001, but also complies with EU CE regulations, with its production process and product quality at the international level. In addition, the Company has also won several awards, such as Taiwan Excellence Award, Good Design Award, Taiwan SMEs Innovation Award, National Award of Outstanding SMEs, and Industrial Technology Advancement Award, which have positive effect on the image and international competitiveness of the Company’s products of the private brand “AWEA”. Therefore, the Company is highly trusted by customers.

  • Unique process innovation capability

The Company has focused on the development of new products, and customized, diversified and small-scale production. It has appointed excellent senior engineers to constantly improve the process and manufacturing capacity, such as simple and rapid process change, flexible process management, and real-time production support, and immediately and rapidly used process innovation technology to modify the production lines, ensuring rapid delivery and stable quality.

 Highly vertical division of labor between the central factory and the subcontractor The Taiwan machine tool industry has a complete satellite system. In addition to a few key components supplied by foreign manufacturers, most of other components can be self-produced. The Company’s mechanical parts are supplied by the subcontractor engaged in casting machining and component production, which cooperates with the Company for a long term, and the production process is efficient and flexible.

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  • (2) Disadvantages and countermeasures

  • Shipping port congestion and rising energy price make the ocean freight several times higher than that in the normal period.

    • Countermeasures:

In response to this trend, the Company actively modifies the design of machines, and designs lockable machines to reduce the transportation cost and improve the competitiveness of products.

  • Domestic labor wages and production cost increase It is hard to cultivate domestic technical talents and there is a shortage of experienced workers. In addition, the government has gradually adjusted benefit policies, adopted national health insurance, and raised basic pay in recent years, which results in a gradual increase in operating costs. Countermeasures:

The Company actively strengthens the training of educational technology in employees, and improves the whole working environment to reduce the employee turnover rate. In addition, the Company also enhances production efficiency, increases investment in automated equipment and outsourcing work, reduces direct demands for human resources, improves employee efficiency and reduces production costs.

  • Some raw materials rely on foreign plants

At present, the technology of key components of machine tools in Taiwan, such as numerical controllers and precision bearings, remains in the hands of manufacturers in Japan, Germany and other countries. The high proportion of these components in the cost will be unfavorable to the future development and international competitiveness of the industry.

Countermeasures:

The Company reduces the production cost of key components by expanding production capacity and adopting bulk purchase, and maintains cooperation with several suppliers by dispersing supply sources, so as to reduce the risks of excessive concentration of supply sources and price fluctuations.

  • The domestic sales market is small, and the product competition is fierce Compared to European and American countries, Taiwan features a relatively small domestic market in the machine tool industry, and fierce competition due to highly homogeneous products in the same industry, thus forming a special phenomenon of installment sales, which has an adverse effect on the operation of the Company. Countermeasures:

In order to avoid fiercely competitive domestic trading conditions, the Company has, in recent years, implemented the product segmentation policy to avoid the price war in low-priced products in the same industry; it has also actively

89

expanded overseas markets, widely set sales service bases, enhanced the marketing and maintenance ability of agents, and established close cooperation with other countries to expand the operating scale of overseas markets and disperse the risk of excessive concentration of sales in Taiwan. In addition, by developing or participating in technical cooperation programs of research institutions, the Company has developed high-precision, automated, highperformance products to improve the added value of products and create market segments.

  • (II) Manufacturing process and key purposes of our principal products

  • Key purpose

The Company is mainly engaged in the development, design, production, manufacturing, purchase and sales, and other businesses of Computer Numerical Control (CNC) machine tools, and belongs to the metal cutting machine building industry in industrial machinery. The machine tool industry is technology-intensive, high value added, and highly interconnected to other industries, especially the mechanical industry, national defense industry, automobile industry, and aerospace industry. The products are widely used for precision component machining, automobile metal plate stamping molds, plastic molds, and aerospace part machining. The key purposes of the Company’s main products are as follows:

Main products Key purpose
Gantry Vertical Machining
Center
Part and mold machining of machine tools and industrial
machinery, automobile and motorcycle molds, plastic molds,
petrochemical industry, power plant boiler parts and aerospace
military parts, and household appliance industry
Gantry Five-Face Machining
Center
Multifaceted machining of large precision parts in the above
industries
Gantry Fixed Column
Machining Center
Part and mold machining of machine tools and industrial
machinery, automobile and motorcycle molds, plastic molds,
petrochemical industry, power plant boiler parts and aerospace
military parts, and household appliance industry
Gantry Moving Column
Machining Center
Large automobile and motorcycle molds, petrochemical
industry
Bridge Type 5-Axis
Machining Center
Aerospace parts, complex curved surface parts machining
Moving Column Horizontal
Boring and Mills
Medium and large precision axis hold machining, medium and
large parts machining
C-type Vertical Machining
Center
Applicable to light metal machining industry, small and
medium mold industry, and automobile parts and 3C industry

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2. Product manufacturing process

Production
plan
Components
Cast/Raw
materials
Machining
Procurement of
purchased parts
Incoming quality
inspection
Painting Mechanical
assembly
Electronic-controlled
assembly
Mechantronic
adjustments
Finished
product quality
Inspection
Packing/
Shipping
Installation and
acceptance at the
customer site
After-sales
services
  • (III) Supply status of major raw materials

The main raw materials of the Company’s products are controllers, castings and linear tracks. In recent years, most of the controllers have been purchased from domestic manufacturers, which will have price differences due to different brands and software functions. However, the Company and the suppliers are in good cooperation, although the price has increased this year, the suppliers are still willing to offer special price to us, without too much fluctuation. The suppliers of castings and linear tracks are all our long-term cooperative partners, and although the purchase prices will be subject to slight fluctuation due to change in international price of raw materials and difference in specifications, on the whole, the Company’s can obtain sufficient main raw materials from a number of domestic and foreign suppliers that are in long-term cooperation with the Company, so the Company can maintain both the price and the quality in a reasonable and stable way. It is expected that the overall supply of raw materials in 2024 will be stable.

  • (IV) The names of any customers that have purchased 10% or more of the Company’s gross purchases (sales) in either of the last two years, and the amount and proportion, and set forth the reasons for changes in increase or decrease.

  • The major customers that have purchased 10% or more of the Company’s gross sales in the last two years:

Unit: NT$ thousand

the last two years: the last two years: the last two years: the last two years: Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand
2022 2023 2024Q1
Items Name Amount Ratio
to net
sale in
the
whole
year
(%)
Relationship
to the issuer

Name
Amount Ratio to
net sale
in the
whole
year (%)

Relationship
to the issuer

Name
Amount Ratio to
net sales
as of the
last
quarter of
2024 (%)
Relationship
to the issuer
1 Customer
G
277,768
8.96

None
Customer
G
421,868
17.86

None
Customer
G
59,227
16.34

None
2 Customer
A
240,190
7.75
Associates Customer
A
299,505
12.68
Associates Customer
A
41,051
11.32
Associates
Others 2,582,559
83.29

Others 1,640,544
69.46

Others 262,246
72.34
Net sales 3,100,517 100.00
Net sales 2,361,917
100.00

Net sales 362,524
100.00

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Explanation on the change in increase or decrease:

Benefiting from the increase in demand from the IT semiconductor industry and the energy industry, and the transfer effect of international manufacturing bases, Customer G and A made concentrated shipments in 2023. However, due to the tightening of monetary policy and weak trade in the USA, and the global geopolitical policy tensions, the Company’s sales were not so ideal on the whole, which also increased proportion of such customers.

  1. The major manufacturers that have purchased 10% or more of the Company’s net purchases in the last two years:

Unit: NT$ thousand

in the last two years: in the last two years: in the last two years: in the last two years: Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand
2022 2023 2024 Q1
Items Name Amount Ratio to
net
purchases
in the
whole
year (%)
Relationship
to the issuer

Name
Amount Ratio to
net
purchases
in the
whole year
(%)

Relationship
to the issuer

Name
Amount
Ratio to
net
purchase
as of the
last
quarter
of 2024
(%)

Relationship
to the issuer
1 FANUC 211,894
10.51

None
FANUC 79,507
5.38

None
FANUC 12,690 3.07
None
Others 1,803,998
89.49
Others 1,398,964
94.62
Others 400,119 96.93
Net
purchase
2,015,892
100.00
Net
purchase
1,478,471
100.00
Net
purchase
412,809 100.00

Explanation on the change in increase or decrease:

Controllers, the main raw material purchased by the Company, is one of the components necessary for the machine tool to achieve various precision and complex machining functions, so the function and reliable and stable quality have been valued by customers. Fanuc is a world-renowned manufacturer, which provides products with stable quality, and has a perfect marketing and after-sales service system in the world, and its maintenance and operation training is quite quick and easy. Therefore, Fanuc controllers are often specified by the Company’s sales customers.

(V) Production volume and value for the last two years

Unit: set/NT$ thousand

Unit: set/NT$ thousand Unit: set/NT$ thousand Unit: set/NT$ thousand
Year
Production
volume and
value
Key
Products

2022
2023
Capacity Output Output value Capacity Output Output value
Gantrymachine 385 208 1,171,550 363 150 958,933
C-type machine 1,234 683 1,146,793 1,266 495 909,604
Maintenance and
others
15 15 92,039 7 7 83,051
Total 1,634 906 2,410,382 1,636 652 1,951,588

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  • (VI) Sales volume and value in the last two years

Unit: set/NT$ thousand

Unit: set/NT$ thousand Unit: set/NT$ thousand Unit: set/NT$ thousand Unit: set/NT$ thousand
Year
Sales volume
and value
Key
Products

2022
2023
Domestic sales Export Domestic sales Export
Volume Value Volume Value Volume Value Volume Value
Gantry
machine
38 299,449 171 1,197,678 15 123,360 135 1,028,934
C-type
machine
212 446,843 485 1,013,595 54 117,410 450 971,495
Maintenance
and others
16 60,359 0 82,593 7 38,913 0 81,805
Total 266 806,651 656 2,293,866 76 279,683 585 2,082,234
  • III. The number of employees employed, average years of service, average age, and ratio of academic qualification in the last two years

Information of employees employed in the last two years

Year 2022 2023 As of March 31,
2024
Number of
employees
Direct labour 207 185 175
Indirect labour 387 341 333
Total 594 526 508
Average age 38.1 38.5 39.5
Average years of service 8 years and
4 months
8 years and
9 months
10 years and
1 month
Ratio of
academic
qualification
Doctoral degree 0.00% 0.00% 0.20%
Master’s degree 7.24% 6.84% 7.48%
Bachelor’s degree 59.76% 61.22% 60.63%
High school 28.12% 26.62% 26.57%
Below high school 4.88% 5.32% 5.12%

IV. Environmental spending

  • (I) By statute, if there is a need to apply for the pollution facility installation permit or pollution discharge permit or pay pollution prevention fees or set up dedicated environmental protection unit personnel, the application, payment or setting up conditions are described as follows: No pollution will be caused in the Company’s product manufacturing process, and there is no need to apply for the pollution facility installation permit or pollution discharge permit, pay pollution prevention fees or set up dedicated environmental protection unit personnel. In addition,

93

general household waste is cleared and transported by qualified cleaners; before machine delivery, the cutting oil from operation test, which cannot be recycled, is recovered by the recycler. The Company has not suffered any loss due to environmental pollution in the last two years.

  • (II) Investment in main equipment for the prevention and control of environmental pollution, and its use and potential benefits:
elivery, the cutting oil from operation test, which cannot be recycled, is recovered by the
ecycler. The Company has not suffered any loss due to environmental pollution in the last two
ears.
nvestment in main equipment for the prevention and control of environmental pollution, and its
se and potential benefits:
elivery, the cutting oil from operation test, which cannot be recycled, is recovered by the
ecycler. The Company has not suffered any loss due to environmental pollution in the last two
ears.
nvestment in main equipment for the prevention and control of environmental pollution, and its
se and potential benefits:
elivery, the cutting oil from operation test, which cannot be recycled, is recovered by the
ecycler. The Company has not suffered any loss due to environmental pollution in the last two
ears.
nvestment in main equipment for the prevention and control of environmental pollution, and its
se and potential benefits:
elivery, the cutting oil from operation test, which cannot be recycled, is recovered by the
ecycler. The Company has not suffered any loss due to environmental pollution in the last two
ears.
nvestment in main equipment for the prevention and control of environmental pollution, and its
se and potential benefits:
elivery, the cutting oil from operation test, which cannot be recycled, is recovered by the
ecycler. The Company has not suffered any loss due to environmental pollution in the last two
ears.
nvestment in main equipment for the prevention and control of environmental pollution, and its
se and potential benefits:
elivery, the cutting oil from operation test, which cannot be recycled, is recovered by the
ecycler. The Company has not suffered any loss due to environmental pollution in the last two
ears.
nvestment in main equipment for the prevention and control of environmental pollution, and its
se and potential benefits:
Unit: NT$thousand
Equipment
name
Quantity Date of
acquisition
Investment
cost
Undiscounted
balance
Use and expected
benefits
Coating water
curtain-type
spray room
equipment
1 set November
25, 2004
3,980 0 Maintain the air quality
in the working
environment and reduce
airpollution
  • (III) Pollution disputes involving the process of the Company’s improvement of environmental pollution in the last two years and up to the publication date of the Prospectus, and the process of improvement: None.

  • (IV) Any losses suffered by the Company due to environmental pollution in the last two years and up to the publication date of the Prospectus, and total penalties, future countermeasures and possible expenditures:

No pollution will be caused in the Company’s product manufacturing process. In addition, the Company has attached importance to pollution prevention and control, invested funds to set up pollution prevention and control equipment, and strengthened employees’ environmental protection education and training. There has been no heavy losses or compensation due to environmental pollution in the last two years and up to the publication date of the Prospectus.

  • (V) Current pollution situation and the effect of pollution improvement on the Company’s earnings, competitive position and capital expenditure, and significant environmental capital expenditure expected over the next two years:

The Company’s production activities are mainly design and assembly, and the processing process is mainly outsourced, so there have been no significant environmental pollution issues affecting the Company’s earnings, competitive position and capital expenditure since its inception. With the development of the social environmental awareness in recent years, the government is also making stricter pollution discharge standards. While attaching importance to and making efforts in environmental protection, the Company inputs manpower and funds to expand and maintain pollution prevention and control equipment, and also entrusts a professional waste disposal plant to deal with general domestic waste. It is expected that the Company has no significant environmental capital expenditures over the next two years.

94

  • V. Employee-employer relationship

  • (I) The Company’s employee benefits, continuing education, training, retirement systems, and the status of their implementation, as well as the status of agreements between labor and management, and all measures aimed at preserving the rights and interests of employees

    1. Employee benefits:

      • The Company attaches great importance to human-based management. To provide employees with a comfortable working space, the Company continues to actively improve the working environment and promote various benefits to properly ensure employees’ health and safety in work and life; in addition, through the Employee Welfare Committee organized by employees, actively participate in these activities to employees can adjust their physical and mental health.

      • (1) All employees participate in labor insurance, health insurance and group insurance, and health insurance is bought for employees’ dependents according to government decrees.

      • (2) The Company holds regular domestic and overseas travels, birthday parties and various group recreational activities for employees, which are participated by all employees and their dependents, so as to gather the cohesion of the Company’s employees.

      • (3) Subsidies are provided for employees on matters such as weddings and funerals, so that they can feel the Company’s care.

      • (4) Assistance is offered to employees in obtaining some loans in case of an emergency accident.

      • (5) Educational scholarship is provided for employees’ children.

Through various benefits and activities organized by the Welfare Committee, the Company allows its employees to balance work and leisure and live a happy life. The benefits provided by the Company are as follows:

Provided by the Provided by the
Employee benefits
Company Welfare Committee
Year-end bonus V -
Performance bonus V -
Employee bonus V -
Retention bonus V -
Free lunch/overtime meal V -
Model worker V -
Groupaccident insurance V -
Employee stock ownershiptrust V -
Annual health examination V -
Full-time plant carers and occupational doctors
are resident in the plant to provide professional
consultation
V -
Employee uniform V -
SpringFestivalgift - V

95

Provided by the Provided by the
Employee benefits
Company Welfare Committee
Dragon Boat Festivalgift - V
Mid-Autumn Festivalgift - V
Labor Day gift - V
Wedding gift - V
Childbirthgift - V
Employee birthday gift - V
Retirementgift - V
Domestic and foreign tourism - V
Scholarshipandgrants for children’s education - V
Associationgrant - V
Medical sympathy - V
Memorial
ceremony wreath
Employees themselves V V
Spouse V V
Children V V
(Foster) parents V V
Grandparents V V
Year-end dinner for employees V V
Emergencyloan - V
Appointed store discount - V
  1. Employee continuous education and training:

  2. To help new employees enter the working state as soon as possible, courses are arranged for orientation training to help new employees understand the Company’s industrial positioning and future development. In addition, professional courses are provided at irregular intervals, so that employees can receive new information about professional skills at any time and enhance their capabilities.

To provide on-the-job training for employees, departments arrange appropriate education and training courses in the Company according to actual needs, or employees participate in the courses offered by the training institutions as required by the professional courses of each function, so as to improve employees’ professional quality.

  1. Retirement system and implementation:

  2. In accordance with the Labor Standards Act, the Company sets up a Labor Pension Supervisory Committee, which sets aside 2% of the gross salary monthly as the reserve for employee retirement into the Central Trust Bureau special account. The pension payment system is governed by the Labor Standards Act.

The Labor Pension Act, which came into force on July 1, 2005, adopts the defined contribution. After its implementation, employees shall choose to apply the pension provisions in the Labor Standards Act or apply the pension system in this act and retain the

96

years of service prior to application. For an employee to whom the act applies, the Company contributes 6% of the employee’s salary monthly as employee pensions into the employee’s individual retirement account.

The Company’s applicable provisions in accordance with the Labor Pension Act and the Company’s preferential retirement management methods are as follows:

  • (1) Voluntary retirement:

A labor may retire voluntarily under any of the following circumstances: (for labors who choose to apply the Labor Pension Act, the retirement may be handled in accordance with the same act)

  • A. Those who have worked for more than 15 years and are at least 55 years old.

  • B. Those who have worked for more than 25 years.

  • C. Those who have worked for more than 10 years and are at least 60 years old.

  • D. Those who have served the Company for more than 24 years.

  • (2) Compulsory retirement:

Compulsory retirement is not allowed to employees who are not under any of the following circumstances:

  • A. Those who are at least 65 years old.

  • B. Those who are mentally or physically disabled and incapable of working.

For those under the age specified in the first subparagraph of the preceding paragraph, who are engaged in dangerous, physical or other special work, the Company shall submit the cases to the central competent authority for approval and adjustment. But these employees shall not be under 55 years old.

  • (3) Pension payment standards:

  • A. For employees with years of service before and after the application of the Labor Standards Act, and those who choose to continue to apply the pension regulations in the Labor Standards Act or retain the years of service before the application of the Labor Pension Act, the pensions shall be paid accordance with Article 84-2 and Article 55 of Labor Standards Act.

  • B. For employees with years of service specified in the preceding subparagraph and subject to compulsory retirement in accordance with Subparagraph 2, Paragraph 1, Article 35, who are mentally or physically disabled due to the performance of their duties, additional 10% of pensions shall be paid in accordance with Subparagraph 2, Paragraph 1, Article 55 of Labor Standards Act.

  • C. For an employee to whom the pension provisions of the Labor Pension Act applies, the Company contributes 6% of the employee’s salary monthly as employee pensions into the employee’s individual retirement account.

  • (4) Pension payment:

The pensions payable by the Company to employees shall be paid within 30 days from the date of retirement of the employees.

97

  1. Status of labor-management agreements:

    • The Company’s labor-management relationship is harmonious, all regulations and measures are handled according to law and well implemented. The Employee Welfare Committee meeting is held on a monthly basis and the labor-management meeting is held on a quarterly basis, during which no disputes have occurred.
  2. (II) Any losses suffered by the Company arising from labor dispute in the latest year and up to the publication date of the Annual Report, and any estimated amounts at present and that may occur in the future and measures in response thereto:

  3. The Company has paid attention to the benefits of its employees, and complied with relevant labor-management laws. There have been no losses arising from labor-management disputes in the latest year and up to the publication date of the Annual Report. There is no possibility of losses arising from labor-management disputes in the foreseeable future.

VI. Cyber security management

  • (I) The cyber security risk management framework, the cyber security policy, specific management plan and the resources invested in the cyber security management:

  • Cyber security management framework

    • The Company has established a cyber security center in the General Administration Office, and set up a cyber security supervisor and a cyber security responsible person to plan and formulate the cyber security management policy, implement the promotion policy, and implement and track review, and immediately improve deficiencies regularly, so as to ensure that the policy is effectively implemented. The relevant implementation results are regularly submitted to the Company’s senior management meeting, to reduce the operating risk. The information center reviews the results of cyber security risk analysis and the corresponding preventive measures and policies adopted by the Company through the annual management review meeting, to ensure the applicability, suitability and effectiveness of the information security management system for continuous operation. The cyber security management performance and cyber security strategy direction are reported to the Board of Directors regularly for regular review and amendment. The results of the latest evaluation were reported to the Board of Directors on November 6, 2023.

98

==> picture [101 x 107] intentionally omitted <==

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

AWEA Mechantronic
Co., Ltd.
President
Cyber Security Center
Cyber Security
Supervisor
----- End of picture text -----

==> picture [172 x 41] intentionally omitted <==

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

Hsinchu Taichung
Cyber Security Cyber Security
Personnel Personnel
----- End of picture text -----

  1. Cyber Security Policy:

  2. (1) The cyber security management methods are formulated and implemented.

  3. (2) Account management is decentralized to avoid the leakage of privileged accounts.

  4. (3) Internal/external network policies are distinguished and the access is limited.

  5. (4) Employees’ computer behaviors are recorded faithfully to prevent the occurrence of illegal matters.

  6. (5) Information room and personal computer data are backed up regularly to prevent data loss.

  7. (6) Regular education and training are provided to improve employees’ awareness of cyber security.

  8. (7) An employee signs a cyber security guarantee to ensure their compliance of the regulations.

  9. (8) The Company joins the Science Park Information Sharing and. Analysis Center (SPISAC), and masters the possible cyber security threats and weakness to facilitate early management and response.

  10. Specific management programs and resources:

  11. To achieve the cyber security policies and goals, the Company establishes comprehensive cyber security protection. The management issues and specific management program are as follows:

  12. (1) The Company adopts a new-generation firewall, and an internal/external network classification system, and employees can only access general services, while permission shall be applied for special services and the records shall be retained.

  13. (2) The mail server shall be equipped with a spam mail gateway, and social engineering protection, anti-fraud and anti-virus modules shall be purchased selectively to filter harmful emails.

  14. (3) An endpoint security protection system shall be imported, external equipment shall be controlled, users’ Internet and file access behaviors shall be recorded, and information equipment asset inventory shall be made

99

  - (4) The computer room shall be equipped with general anti-virus and advanced MDR antihacking software, and shall be entrusted to a manufacturer for 24-h monitoring and protection.

  - (5) The independent backup area is provided with backup software/hardware, with which information room and personal computer data are backed up regularly. This area can only be accessed by backup services, reducing the risk of hackers.

  - (6) With account decentralized management, ordinary persons only have the minimum privilege. Special permission must be subject to application for approval. The password of the privileged account shall be changed regularly, and the password strength shall be the highest to reduce the risk.

  - (7) Regular education and training are provided to improve employees’ awareness of cyber security.

  - (8) Joining the cyber security information sharing organization, the Company can obtain the information about cyber security warning, threats and weakness.
  1. Resources invested in cyber security management

    • Information security has become an important issue for the Company’s operations. The corresponding cyber security management issues and resource input plan are as follows:

    • (1) Special manpower: A full-time enterprise organization “cyber security center”, one cyber security supervisor, and two cyber security personnel are set up to be responsible for the Company’s information security planning, technology sourcing and related audit matters, so as to maintain and continue to enhance information security. The application for special manpower of cyber security in TWSE/TPEx Listed Companies is completed.

    • (2) Customer satisfaction: No major cyber security incidents, and no complaints for violation of customer data loss regulations.

    • (3) Signature of cyber security guarantee: All employees and new employees have signed the cyber security guarantee.

    • (4) Cyber security announcement: Five Cyber Security Center announcements were issued this year to deliver the relevant provisions and precautions of cyber security protection.

    • (5) The “instructions for potential hazard of browsing the web and cyber security test” was carried out, and announcements were issued to explain, teach, advocate and test related knowledge to enhance employees’ awareness of cyber security. There were a total of 590 readers and 163 effective tests, with an average score of 98.

  2. (II) List the losses, possible impacts, and countermeasures from major cyber security incidents in the latest year and up to the publication date of the annual report. If a reasonable estimate cannot be made, an explanation of the facts of why it cannot be made shall be provided:

100

VII. Important contract

Contract nature Participants Contract start and end dates Main contents Restrictive
clauses
Land lease
contract
Central Taiwan
Science Park Bureau
January 1, 2024 -
December 31, 2043
Lease the land of AWEA
Central Taiwan Science
Park branch
None
Project
undertaking
San Min Construction
Development Co., Ltd.

August 1, 2023 -
Completion of construction
Establishment of
Dapumei Plant of AWEA
None

101

Chapter VI. Financial Status

  • I. Condensed balance sheet and statement of comprehensive income for the last five years

  • (I) Condensed Balance Sheet

    1. IFRS - Parent Company Only
Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand
Year
Items
2019 2020 2021 2022 2023 2024 Q1
Current assets 2,678,945 2,504,911 2,974,201 3,750,594 3,065,538 3,117,075
Property, plant and
equipment
1,530,354 1,496,232 1,439,750 1,395,401 1,378,679 1,365,505
Intangible assets 6,289 4,954 7,909 6,794 5,813 5,998
Other assets 1,448,957 1,233,057 1,219,084 1,095,293 1,062,378 1,249,845
Total assets 5,664,545 5,239,154 5,640,944 6,248,082 5,512,408 5,738,423
Current
liabilities
Before dividend
distribution
2,619,034 1,987,014 2,465,953 2,885,554 2,102,698 2,127,300
After dividend
distribution
2,686,650 2,180,202 2,581,866 3,040,105 Not
applicable
Non-current liabilities 185,384 128,893 137,765 109,852 115,858 284,421
Total
liabilities
Before dividend
distribution
2,804,418 2,115,907 2,603,718 2,995,406 2,218,556 2,411,721
After dividend
distribution
2,872,034 2,309,095 2,719,631 3,149,957 Not
applicable
Equity attributable to
owners of theparent
2,860,127 3,123,247 3,037,226 3,252,676 3,293,852 3,326,701
Share capital 965,942 965,942 965,942 965,942 965,942 965,942
Capital surplus 250,067 172,792 124,495 95,516 95,516 95,516
Retained
earnings
Before dividend
distribution
1,724,431 2,039,270 1,978,858 2,220,850 2,267,791 2,284,832
After dividend
distribution
1,656,815 1,846,082 1,862,945 2,066,299 Not
applicable
Other equity (80,313) (54,757) (32,069) (29,632) (35,397) (19,589)
Treasury stock
Non-controlling interests
Total
equity
Before dividend
distribution
2,860,127 3,123,247 3,037,226 3,252,676 3,293,852 3,326,701
After dividend
distribution
2,792,511 2,930,059 2,921,313 3,098,125 Not
applicable

Note: (1) The above information has been audited and certified or reviewed by CPAs.

(2) The Company’s 2023 earnings distribution proposal has not yet been resolved by the shareholders’ meeting.

102

2. IFRS - Consolidated

Unit: NT$ thousand

Year
Items
Year
Items
2019 2020 2021 2022 2023 2024 Q1
Current assets 3,885,376 3,616,189 3,859,310 4,604,226 3,802,854 3,816,116
Property, plant and
equipment
2,376,540 1,923,220 1,872,994 1,797,473 1,741,772 1,727,180
Intangible assets 11,964 9,883 12,043 10,368 12,656 12,672
Other assets 462,803 474,678 462,933 379,731 404,609 576,943
Total assets 6,736,683 6,023,970 6,207,280 6,791,798 5,961,891 6,132,911
Current
liabilities
Before dividend
distribution
3,367,142 2,604,765 2,825,233 3,288,494 2,438,770 2,410,988
After dividend
distribution
3,434,758 2,797,953 2,941,146 3,443,045 Not
applicable
Non-current liabilities 357,185 167,333 225,560 135,109 135,528 302,456
Total
liabilities
Before dividend
distribution
3,724,327 2,772,098 3,050,793 3,423,603 2,574,298 2,713,444
After dividend
distribution
3,791,943 2,965,286 3,166,706 3,578,154 Not
applicable
Equity attributable to
owners of theparent
2,860,127 3,123,247 3,037,226 3,252,676 3,293,852 3,326,701
Share capital 965,942 965,942 965,942 965,942 965,942 965,942
Capital surplus 250,067 172,792 124,495 95,516 95,516 95,516
Retained
earnings
Before dividend
distribution
1,724,431 2,039,270 1,978,858 2,220,850 2,267,791 2,284,832
After dividend
distribution
1,656,815 1,846,082 1,862,945 2,066,299 Not
applicable
Other equity (80,313) (54,757) (32,069) (29,632) (35,397) (19,589)
Treasury stock
Non-controlling interests 152,229 128,625 119,261 115,519 93,741 92,766
Total
equity
Before dividend
distribution
3,012,356 3,251,872 3,156,487 3,368,195 3,387,593 3,419,467
After dividend
distribution
2,944,740 3,058,684 3,040,574 3,213,644 Not
applicable

Note: (1) The above information has been audited and certified or reviewed by CPAs.

(2) The Company’s 2023 earnings distribution proposal has not yet been resolved by the shareholders’ meeting.

103

  • (II) Condensed and statement of comprehensive income:

  • IFRS - Parent Company Only

Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand
Year
Items
2019 2020 2021 2022 2023 2024 Q1
Operating revenue 2,442,611 2,068,417 2,492,430 2,283,658 1,572,321 230,731
Gross profit 411,625 230,399 417,948 453,198 244,310 46,783
Operating income (loss) 101,851 (63,054) 139,903 212,519 22,476 (190)
Non-operating income
and expenses
49,600 408,923 41,826 227,338 218,511 17,492
Net profit before tax 151,451 345,869 181,729 439,857 240,987 17,302
Current net profit from
continued operating
118,773 378,605 130,860 354,143 210,811 17,042
Gain (loss) from
discontinued operations
Current period net profit
(loss)
118,773 378,605 130,860 354,143 210,811 17,042
Current period other
comprehensive income
(after-tax net amount)
(31,713) 29,406 24,604 6,199 (15,084) 15,809
Total comprehensive
income in currentperiod
87,060 408,011 155,464 360,342 195,727 32,850
Net income attributable to
owners of the parent
company
118,773 378,605 130,860 354,143 210,811 17,042
Net income attributable to
non-controllinginterests
Total comprehensive
income attributable to
owners of the parent
company
87,060 408,011 155,464 360,342 195,727 32,850
Total comprehensive
income attributable to
non-controllinginterests
Earnings per share 1.23 3.92 1.35 3.67 2.18 0.18

Note: (1) The above financial information has been audited and certified by CPAs.

(2) The Consolidated Financial Report for the First Quarter of 2024 has been reviewed by CPAs.

104

2. IFRS - Consolidated

Unit: NT$ thousand

Year
Items
2019 2020 2021 2022 2023 2024 Q1
Operatingrevenue 3,417,949 3,093,583 3,630,956 3,100,517 2,361,917 362,524
Grossprofit 663,667 482,591 681,860 663,000 358,913 67,580
Operatingincome(loss) 195,610 37,924 266,199 298,225 33,000 (8,877)
Non-operating income
and expenses
(11,992) 517,496 (28,399) 161,563 202,099 23,427
Netprofit before tax 183,618 555,420 237,800 459,788 235,099 14,550
Current net profit from
continued operating
107,708 594,202 122,033 349,287 190,306 14,842
Gain(loss) from
discontinued operations
Current period net profit
(loss)
107,708 594,202 122,033 349,287 190,306 14,842
Current period other
comprehensive income
(after-tax net amount)
(35,655) 30,740 24,067 7,313 (16,357) 17,032
Total comprehensive
income in currentperiod
72,053 624,942 146,100 356,600 173,949 31,874
Net income attributable to
owners of the parent
company
118,773 378,605 130,860 354,143 210,811 17,041
Net income attributable to
non-controllinginterests
(11,065) 215,597 (8,827) (4,856) (20,505) (2,199)
Total comprehensive
income attributable to
owners of the parent
company
87,060 408,011 155,464 360,342 195,727 32,849
Total comprehensive
income attributable to
non-controllinginterests
(15,007) 216,931 (9,364) (3,742) (21,778) (975)
Earningsper share 1.23 3.92 1.35 3.67 2.18 0.18

Note: (1) The above information has been audited and certified or reviewed by CPAs.

(III) Names and audit opinions of the CPAs for the last five years

Year of audit CPA Firm CPA’s name Audit opinion
2019 EnWise CPAs & Co. Chang-Yun Yi, Yu-SongChen Unqualified opinion
2020 EnWise CPAs & Co. Guei-Duan Chen, Chang-Yun Yi Unqualified opinion
2021 EnWise CPAs & Co. Guei-Duan Chen, Chang-Yun Yi Unqualified opinion
2022 EnWise CPAs & Co. Guei-Duan Chen, Chang-Yun Yi Unqualified opinion
2023 EnWise CPAs & Co. Guei-Duan Chen, Chang-Yun Yi Unqualified opinion

105

II. Financial analysis for the last five years

(I) IFRS - Parent Company Only

(I)
IFRS - Parent CompanyOnly
(I)
IFRS - Parent CompanyOnly
(I)
IFRS - Parent CompanyOnly
Year (Note 1)
Analysis item(Note 2)
2019 2020 2021 2022 2023
Financial
structure (%)
Debt to assets ratio 49.51 40.39 46.16 47.20 40.25
Ratio of long-term capital to
property, plant and equipment
199.01 217.36 220.52 240.97 247.32
Solvency (%) Current ratio 102.29 126.06 120.61 132.10 145.79

Liquid ratio
58.63 81.33 80.57 95.89 97.45
Interest coverage ratio 7.52 22.39 19.85 23.11 9.40
Operating
ability
Turnover rate of accounts receivable
(times)
2.38 2.72 3.17 2.97 2.57
Average days to collect receivables 153.36 134.19 115.14 122.90 142.02
Inventoryturnover rate(times) 1.58 1.87 2.27 1.83 1.31
Rate ofpayable turnover(times) 3.34 4.44 3.78 3.19 3.21
Average number of days in sales. 231.01 195.19 160.79 199.45 278.63
Turnover rate of real estate, plants
and equipment(times)
1.58 1.37 1.70 1.61 1.13
Turnover rate of total assets(times) 0.40 0.38 0.46 0.38 0.27
Profitability Return on assets(%) 2.23 7.18 2.55 6.23 3.98
Return on equity (%) 4.08 12.66 4.25 11.26 6.44
Ratio in paid-
in capital (%)
Operating profit 10.54 (6.53) 14.48 22.00 2.33

Netprofit before tax
15.68 35.81 18.81 45.54 24.95
Netprofit rate(%) 4.86 18.30 5.25 15.51 13.41
Earningsper share(NT$) 1.23 3.92 1.35 3.67 2.18
Cash flow Cash flow ratio(%) 24.56 46.03 14.68 7.36 11.30
Cash flow adequacyratio(%) 100.66 159.23 74.49 104.50 142.18
Cash re-investment ratio(%) 12.65 20.08 3.16 1.56 2.00
Leverage Operatingleverage 1.78 (0.29) 1.55 1.63 4.09
Financial leverage 1.30 0.80 1.07 1.10 (3.61)
Please describe the reasons for the changes in the financial ratios in the last two years. (Changes in increase
or decrease below 20% may not be analyzed)
1. The decrease in interest coverage ratio and return on equity was due to fluctuations in the raw material costs
and exchange rate, and reduced before-tax profit.
2. The changes in inventory turnover rate, average number of days in sales, turnover rate of property, plant and
equipment and turnover rate of total assets were all due to poor prosperity and decreased operating revenue.
3. The decrease in operating profit was due to the poor prosperity, decreased operating revenue and increased
raw materials costs.
4. The decrease in net profit before tax and earnings per share was due to fluctuation in exchange rate in 2023,
resulting in decreased non-operating profit.
5. The increase in cash flow rate, cash flow adequacy ratio and cash re-investment ratio was due to increased
net cash inflow from operating activities in 2023.
6. The decrease in the operating leverage and the financial leverage was due to poor prosperity, change in raw
material costs and decreased operating profit.
  1. The decrease in interest coverage ratio and return on equity was due to fluctuations in the raw material costs and exchange rate, and reduced before-tax profit.

  2. The changes in inventory turnover rate, average number of days in sales, turnover rate of property, plant and equipment and turnover rate of total assets were all due to poor prosperity and decreased operating revenue.

  3. The decrease in operating profit was due to the poor prosperity, decreased operating revenue and increased raw materials costs.

  4. The decrease in net profit before tax and earnings per share was due to fluctuation in exchange rate in 2023, resulting in decreased non-operating profit.

  5. The increase in cash flow rate, cash flow adequacy ratio and cash re-investment ratio was due to increased net cash inflow from operating activities in 2023.

Note 1: The above financial information has been audited and certified by CPAs.

Note 2: The financial analysis formula is described in Note 2 of the table below.

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(II) IFRS - Consolidated

(II)
IFRS - Consolidated
(II)
IFRS - Consolidated
Year (Note 1)
Analysis item(Note 2)
2019 2020 2021 2022 2023 2024
Q1
Financial
structure (%)
Debt to assets ratio 55.28 46.02 49.15 50.41 43.18 44.24
Ratio of long-term capital to
property,plant and equipment
135.38 171.10 174.20 188.47 196.89 210.12
Solvency (%) Current ratio 115.39 138.83 136.60 140.01 155.93 158.28
Liquid ratio 62.38 83.41 79.06 89.38 94.79 86.57
Interest coverage ratio 6.53 25.54 17.47 18.68 8.18 2.86
Operating ability Turnover rate of accounts receivable
(times)
2.88 3.38 4.16 3.72 3.30 2.32
Average days to collect receivables 126.74 107.99 87.74 98.12 110.61 157.33
Inventoryturnover rate(times) 1.40 1.72 2.04 1.54 1.31 0.72

Rate ofpayable turnover(times)
3.72 5.01 4.28 3.45 3.91 2.35
Average number of days in sales. 260.71 212.21 178.92 237.01 278.63 506.94
Turnover rate of real estate, plants
and equipment(times)
1.45 1.44 1.91 1.69 1.33 0.83
Turnover rate of total assets(times) 0.47 0.48 0.59 0.48 0.37 0.23
Profitability Return on assets(%) 1.85 9.60 2.18 5.69 3.40 1.03
Return on equity (%) 3.70 19.86 3.96 11.11 5.81 1.80
Percentage of net profit before tax to
thepaid-in capital(%)
19.01 57.50 24.62 47.60 24.34 1.51
Netprofit rate(%) 3.15 19.21 3.36 11.27 8.06 4.09
Earningsper share(NT$) 1.23 3.92 1.35 3.67 2.18 0.18
Cash flow Cash flow ratio(%) 24.10 15.50 16.94 6.75 16.38 (4.99)
Cash flow adequacyratio(%) 90.34 111.48 75.48 99.27 150.81 150.95
Cash re-investment ratio(%) 14.88 6.14 5.56 1.72 5.37 (5.53)
Leverage Operatingleverage 1.66 4.23 1.44 1.41 4.48 (2.15)
Financial leverage 1.20 2.48 1.06 1.10 137.50 0.53
Please describe the reasons for the changes in the financial ratios in the last two years. (Changes in increase
or decrease below 20% may not be analyzed)
1. The decrease in interest coverage ratio and return on equity was due to the increased raw material costs,
exchange rate factors, and reduced before-tax profit.
2. The decrease in turnover rate of property, plant and equipment, turnover rate of total assets and return on assets
were all due to poor prosperity and decreased operating revenue.
3. The decrease in the proportion of net profit before tax to the paid-in capital, net profit rate and earnings per
share was due to fluctuation in exchange rate in 2023, resulting in decreased non-operating profit.
4. The increase in cash flow rate, cash flow adequacy ratio and cash re-investment ratio was due to increased net
cash inflow from operating activities in 2023.
5. The fluctuation in the operating leverage and the financial leverage was due to poor prosperity, change in raw
material costs and decreased operating profit.

Note 1: The above information has been audited and certified or reviewed by CPAs.

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

  1. Financial structure

  2. (1) The ratio of total liabilities to total assets = Total liabilities / Total assets

  3. (2) Ratio of long-term capital to property, plant and equipment = (Total equities + Non-current liabilities) / Property, plant and equipment.

  4. Solvency

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

  6. (2) Quick ratio = (Current assets - Inventories - Prepaid expense) / Current liabilities.

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

  8. Operating ability ÷

  9. (1) Turnover rate of the account receivable (including account receivable and notes receivable incurred as a result of business operation) = The balance of the net sales amount / Account receivable averaged in various term (Including account receivable and notes receivable incurred as a result of business operation).

  10. (2) Average days to collect receivables = 365 / Turnover rate of account receivable.

  11. (3) Inventory turnover rate = Sales cost / Averaged inventory amount.

  12. (4) Turnover rate of the payables (Including accounts payable and the notes payable incurred by business operation) = Sales cost / Balance of the payables averaged in various term (Including accounts payable and the notes payable incurred by business operation).

  13. (5) Average number of days in sales = 365 / Inventory turnover rate.

  14. (6) Turnover rate of real estate, plants and equipment = Net amount of sales / Averaged net amount for the real estate, plants and equipment.

  15. (7) Turnover rate of total assets = Net amount of sales / Total of average assets.

  16. Profitability

  17. (1) Return on total assets = (Net Income + Interest x Expenses * (1 - Effective tax rate)) / Average total assets.

  18. (2) Return on shareholders’ equity = After tax net profit / Total average equity.

  19. (3) Net profit rate = Profit or loss after tax / Net sales.

  20. (4) Earnings per share = (Profits or loss attributable to owners of the parent company - Preferred stock dividend) / Weighted average stock shares issued.

  21. Cash flow

  22. (1) Cash flow ratio = Net cash flow from operating activities / Current liabilities.

  23. (2) Net cash flow adequacy ratio= Net cash flow from operating activities within five years / (Capital expenditure + Inventory increase + Cash dividend) within five years.

  24. (3) Cash re-investment ratio= (Net cash flow from operating activity - Cash dividend) / Gross property, plant, and equipment + Long-term investment + Other non-current assets + Working capital).

  25. Leverage

  26. (1) Operating leverage = (Net amount of operating revenues - Variable operating costs and expenses) / Operating profit.

  27. (2) Financial leverage = Operating profit / (Operating profit - Interest expenses).

Note 3: The net cash flow from operating activities is negative and thus is not applicable.

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  • Note 4: As for the above-mentioned formula for calculating earnings per share, special attention shall be paid to the following items upon calculation:

  • It shall be calculated based on the number of weighted average ordinary shares, instead of the number of ending outstanding shares.

  • If there is any cash increase in capital or trading of treasury shares, the number of weighted average shares shall be calculated by considering their circulation period.

  • If there is any capital transferred from surplus reserve or capital transferred from capital reserve, adjustment shall be made based on the ratio of the increase upon calculation of the earnings per share of previous year and half a year, without considering the issuance period for the capital increase.

  • Where preferred stocks are non-convertible cumulative preferred stocks, current dividends (no matter whether they are paid or not) shall be deducted from after-tax net profit or added to after-tax net loss. Where preferred stocks are of non-cumulative nature, dividends from the preferred stocks shall be deducted from after-tax net profit if there is after-tax net profit; in case of losses, no adjustment is required.

  • Note 5: As for analysis on cash flows, special attention shall be paid to the following items upon calculation:

  • Net cash flow from operating activities refers to net cash inflow from operating activities specified in Cash Flow Statement.

  • Capital expenditure refers to the cash outflow from capital investment in each year.

  • Inventory increase shall be included and calculated only if ending balance is more than opening balance and, in case of any decrease in ending inventories, it shall be calculated as zero.

  • Cash dividends include the cash dividends from ordinary shares and preferred shares.

  • Gross property, plant and equipment refer to the total amount of property, plant and equipment before accumulated depreciation has been deducted.

  • Note 6: Issuers shall classify various operating costs and expenses into fixed and variable based on their nature. If estimates or subjective judgments are involved, attention shall be paid to their reasonableness and consistency shall be maintained.

  • Note 7: If the Company’s shares are of no-par value or the value per share is not NT$10, and they are calculated based on the ratio of paid-in capital, then the balance sheet is calculated based on the ratio of equity attributable to owners of the parent company.

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III. Audit Report of Audit Committee on Financial Statements of the Latest Year

AWEA Mechantronic Co., Ltd. Audit Committee’s Audit Report

The Business Report, Financial Statements, Proposal for Earnings Distribution and such papers for Year 2023 of the Company have been duly worked out by the Board of Directors. Among the papers, the Financial Statements has been duly audited and verified by Certified Public Accountants Guei-Duan Chen and Chang-Yun Yi of EnWise CPAs & Co. as appointed by the Board of Directors, and the CPA firm has also duly issued the Audit Report. Upon audit by the Audit Committee, it was deemed that the above Business Report, Financial Statements, Proposal for Earnings Distribution were in compliance with relevant laws and regulations of the Company Act, the report above was made in accordance with the provisions of Article 219 of the Company Act.

It is hereby submitted for examination and approval.

AWEA Mechantronic Co., Ltd. Audit Committee Convener

Li-Ying Luo

March 6, 2024

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  • IV. Financial Reports for the latest year

  • (I) 2023 Parent Company Only Financial Statements

Independent Auditors’ Report

To AWEA Mechantronic Co., Ltd.:

Audit Opinion

We have audited the accompanying parent company only balance sheets of AWEA Mechantronic Co., Ltd., as at December 31, 2023 and 2022, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of AWEA Mechantronic Co., Ltd. as of December 31, 2023 and 2022 and for the years then ended, and its individual financial performance and its individual cash flows for the years then ended in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers based on our audit results and the audit reports of other certified public accountants (CPAs) (refer to the section of “Other matters”).

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 Parent Company Only Financial Statements section of 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 are convinced that we have acquired enough and appropriate audit evidence to serve as the basis of audit opinion.

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EnWise CPAs & Co. 9F-1, No. 130, Taiyuan North Road, Taichung City TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918

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Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2023 of AWEA Mechantronic Co., Ltd. These matters were addressed in the context of our audit of the individual financial statements as a whole, 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, 2023 are stated as follows:

Revenue recognition

The main source of revenue for AWEA Mechantronic Co., Ltd. is the sales of machining centers. In 2023, the recognized revenue was NT$1,301,851 thousand, which accounted for about 83% of the total operating revenue. Since the sales locations include Taiwan, Mainland China, Italy and the United States, the sales terms vary by customers, the risks of ownership and the time of compensation transfer shall be determined in accordance with the terms of the customer’s orders or contracts, and the time and amount of revenue recognition can have a significant impact on the financial statements. Therefore, we have identified revenue recognition as one of the key audit matters.

For the accounting policies related to revenue recognition, please refer to Note IV to the parent company only financial statements.

We evaluated the reasonableness of the sales revenue recognition, performed the cut-off point test, and performed internal control tests to understand the design and implementation of the sales revenue recognition process and the related control system of AWEA Mechantronic Co., Ltd. In addition, we conducted related control tests on the sales and collection cycles, sampled and checked the sales contracts to confirm the correctness of the information in the accounting system, performed reconciliations between the general ledger system and the sales system, and assessed whether the time of revenue recognition was in accordance with the relevant reporting regulations.

Evaluation of inventories

AWEA Mechantronic Co., Ltd. mainly engages in the design, manufacture and sales of special machines, automation equipment and computer-controlled tool machines. As of December 31, 2023, the total inventories, allowance for market value decline and loss on obsolete and slowmoving inventories were NT$1,365,995 thousand and NT$356,980 thousand, respectively.

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Inventories of AWEA Mechantronic Co., Ltd. are measured at cost and net realizable value. Allowance for market value decline and loss on obsolete and slow-moving inventories are allocated for inventories aged over a certain period of time or individually identified as obsolete. Due to the intense competition in the spare parts market and the varying speeds of obsolescence of different products, the risks of loss on decline in the market value or obsolete inventories are relatively high. The net realizable values used for obsolete inventories and their evaluation usually involve subjective judgment and are therefore highly uncertain. Considering the significant impact of inventories and their allowance for market value decline and loss on obsolete and slow-moving inventories on financial statements, we have identified allowance for market value decline and loss on obsolete and slow-moving inventories as one of the key audit matters. For the accounting policies related to inventories, please refer to Note IV to the parent company only financial statements; for significant accounting estimates and assumptions used in the evaluation of inventories, please refer to Note V to the parent company only financial statements. We understood, evaluated, and tested the design and implementation of the internal control system related to inventory management, obtained the evaluation data on the lower of cost or net realizable value of inventories compiled by management authority, sampled and estimated the selling price information to the most recent sales records, and assessed the basis of management authority’s estimate of net realizable value and its reasonableness; obtained an inventory aging statement, and assessed the appropriateness of the policy on provision for allowance for market value decline and loss on obsolete and slow-moving inventories.

Other Matters - References to the Audits of Other CPAs

In the above parent company only financial statements, the financial statements of YAMA SEIKI USA, INC. and Huahan Leasing Co., Ltd., which are investments accounted for using equity method, were not audited by us, but were audited by other CPAs entrusted by the Company. For the years ended December 31, 2023 and 2022, the balances of investments accounted for using equity method were NT$116,713 thousand and NT$109,850 thousand, respectively, which both accounted for 2% of the Company’s total assets. For the years ended December 31, 2023 and 2022, the share of profit or loss of subsidiaries, associates and joint ventures accounted for using equity method were NT$7,178 thousand and NT$7,782 thousand, respectively, which accounted for 3% and 2% of the Company's net profit before tax, respectively.

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Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

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

In preparing the parent company only financial statements, management is responsible for assessing AWEA Mechantronic Co., Ltd.’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 AWEA Mechantronic Co., Ltd. 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 AWEA Mechantronic Co., Ltd.’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements

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

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

  • I. Identify and assess the risks of material misstatement of the parent company only 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. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a

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material misstatement resulting from fraud is higher than the one resulting from error.

  • II. 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 AWEA Mechantronic Co., Ltd.’s internal control.

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

  • IV. 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 AWEA Mechantronic Co., Ltd.’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 parent company only 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 AWEA Mechantronic Co., Ltd. to cease to continue as a going concern.

  • V. Evaluate the overall presentation, structure and content of the parent company only financial statements, including relevant notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  • VI. Obtain sufficient appropriate audit evidence regarding the financial information of the investee company accounted for using equity method to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit of such investee company. We remain solely responsible for our audit opinion on the parent company only financial statements.

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.

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EnWise CPAs & Co. 9F-1, No. 130, Taiyuan North Road, Taichung City TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918

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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of AWEA Mechantronic Co., Ltd. for the year ended December 31, 2023 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.

EnWise CPAs & Co.

CPA Guei-Duan Chen

CPA Chang-Yun Yi

Approval number of the Securities and Approval number of the Securities and Futures Management Committee, Futures Management Committee, Ministry of Finance Ministry of Finance (1990) Tai-Cai-Zheng (I) No. 27495 (2003) Tai-Cai-Zheng (VI) No. 121986

March 5, 2024

Notice to Readers

The accompanying parent company only financial statements are intended only to present the parent company only financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such company only financial statements are those generally applied in the Republic of China. For the convenience of readers, the independent auditors' report and the accompanying parent company only financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese- language independent auditors' report and parent company only financial statements shall prevail.

116

AWEA Mechantronic Co., Ltd.

Parent Company Only Balance Sheets

December 31, 2023 and 2022

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

Unit: NT$ thousand
December 31, 2023 December 31, 2022
Code Items Notes Amount % Amount %
Current assets
1100 Cash and cash equivalents IV and VI $ 618,201 11 $ 979,024 16
1110 Financial assets at FVTPL - current IV and VI 536,929 10 377,002 6
1150 Notes receivable, net IV and VI 51,118 1 254,096 4
1160 Notes receivable due from related parties, net IV and VII 858 - 1,060 -
1170 Accounts receivable, net IV and VI 304,590 6 419,852 7
1180 Account receivables due from related parties, net IV and VII 121,722 2 68,917 1
1200 Other receivables 9,660 - 10,629 -
1210 Other receivables - related parties VII 61,626 1 70,042 1
1220 Current tax assets IV - - - -
130X Inventories IV and VI 1,009,015 19 1,021,279 17
1410 Prepayments VII 7,398 - 6,734 -
1470 Other current assets VIII 344,421 6 541,959 9
11XX Total current assets 3,065,538 56 3,750,594 61
Non-current assets
1517 Financial assets at FVOCI - non-current IV and VI 1,991 - 10,458 -
Financial assets measured at amortized cost -
1535 IV, VI and VIII 10,137 - - -
non-current
1550 Investments accounted for using equity method IV and VI 952,269 17 1,002,016 16
IV, VI, VII and
1600 Property, plant and equipment 1,378,679 25 1,395,401 22
VIII
1755 Right-of-use assets IV and VI 910 - 12,276 -
1780 Intangible assets IV and VI 5,813 - 6,794 -
1840 Deferred tax assets IV and VI 84,620 2 54,214 1
1915 Prepayments for equipment 3,200 - 300 -
1920 Guarantee deposits paid 1,838 - 3,914 -
1931 Long-term notes receivable, net IV 7,413 - 12,115 -
1937 Overdue receivables IV and VI - - - -
15XX Total non-current assets 2,446,870 44 2,497,488 39
1XXX Total assets $ 5,512,408 100 $ 6,248,082 100
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Please refer to the accompanying notes to the financial statements.

Chairman: De-Hua Yang Managerial officer: Shang-Ru Yang Accounting Supervisor: Hong-Bin Syu

117

AWEA Mechantronic Co., Ltd.

Parent Company Only Balance Sheets

December 31, 2023 and 2022

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Unit: NT$ thousand
December 31, 2023 December 31, 2022
Code Items Notes Amount % Amount %
Current liabilities
2100 Short-term borrowings VI and VIII $ 1,465,000 27 $ 1,880,000 30
2110 Short-term notes and bills payable VI 79,987 1 289,641 5
2130 Current contract liabilities IV and VI 57,348 1 73,324 1
2150 Notes payable 261,961 5 393,505 6
2160 Notes payable - related parties VII 2,387 - 11,770 -
2170 Accounts payable 83,494 2 72,828 1
2180 Accounts payable - related parties VII 1,559 - 1,489 -
2200 Other payables VI 86,952 2 89,106 1
2220 Other payables - related parties VII 1,209 - 1,677 -
2230 Current tax liabilities IV 49,866 1 47,627 1
2250 Current provisions IV and VI 11,032 - 11,055 -
2280 Current lease liabilities IV, VI and VII 638 - 11,420 -
2310 Advance receipts VII 190 - 42 -
2399 Other current liabilities 1,075 - 2,070 -
21XX Total current liabilities 2,102,698 39 2,885,554 45
Non-current liabilities
2570 Deferred income tax liabilities IV and VI 108,177 2 99,315 2
2580 Non-current lease liabilities IV, VI and VII 280 - 918 -
2640 Net defined benefit liability - non-current IV and VI 6,973 - 8,991 -
2645 Guarantee deposits received 428 - 628 -
25XX Total non-current liabilities 115,858 2 109,852 2
2XXX Total Liabilities 2,218,556 41 2,995,406 47
Equity attributable to owners of the parent
3100 Share capital VI
3110 Common stock 965,942 18 965,942 15
3200 Capital surplus VI
3211 Capital surplus - additional paid-in capital arising 6,124 - 6,124 -
from ordinary share
Capital surplus - Conversion premium of convertible
3213 57,468 1 57,468 1
bonds
3240 Capital surplus - Gains from disposal of assets 4 - 4 -
3280 Capital surplus - others 31,920 1 31,920 1
3300 Retained earnings VI
3310 Legal reserve 562,966 10 527,176 8
3320 Special reserve 98,077 2 98,077 2
3350 Unappropriated earnings 1,606,748 28 1,595,597 26
3400 Other equity VI
3410 Exchange difference on translation of financial (32,016) (1) (18,699) -
statements of foreign operations
Unrealised gains (losses) on valuation of financial
3420 assets measured at fair value through other (3,381) - (10,933) -
comprehensive income
3XXX Total equity 3,293,852 59 3,252,676 53
Total liability and equity $ 5,512,408 100 $ 6,248,082 100
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Please refer to the accompanying notes to the financial statements.

Chairman: De-Hua Yang Managerial officer: Shang-Ru Yang Accounting Supervisor: Hong-Bin Syu

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AWEA Mechantronic Co., Ltd.

Parent Company Only Statements of Comprehensive Income

For the Years Ended December 31, 2023 and 2022

Unit: NT$ thousand, except earnings per share

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2023 2022
Code Items Notes Amount % Amount %
4000 Operating revenue VI and VII $ 1,572,321 100 $ 2,283,658 100
5000 Operating costs VI and VII (1,331,564) (85) (1,825,556) (80)
5900 Gross profit 240,757 15 458,102 20
5920 Realized (Unealized) gain from sale 3,553 - (4,904) -
5950 Gross profit, net 244,310 15 453,198 20
Operating expenses VII
6100 Selling and marketing expenses (125,086) (8) (145,146) (6)
6200 General and administrative expenses (50,884) (3) (49,140) (2)
6300 Research and development expenses (53,729) (3) (61,294) (3)
6450 Expected credit impairment gains (losses) 7,865 1 14,901 1
6000 Total operating expenses (221,834) (13) (240,679) (10)
6900 Operating profit (loss) 22,476 2 212,519 10
Non-operating income and expenses
7100 Interest income 30,000 2 16,006 1
7010 Other income VI and VII 50,951 3 31,373 1
7020 Other gains and losses VI and VII 132,191 8 104,081 5
7050 Finance costs VI (28,704) (2) (19,897) (1)
Share of profit or loss of subsidiaries, associates and
7070 34,073 2 95,775 4
joint ventures accounted for using equity method
7000 Total non-operating income and expenses 218,511 13 227,338 10
7900 Net profit before tax 240,987 15 439,857 20
7950 Income tax income (expense) IV and VI (30,176) (2) (85,714) (4)
8200 Profit for the year 210,811 13 354,143 16
Other comprehensive income
Items that will not be reclassified subsequently to
8310
profit or loss
8311 Remeasurement of defined benefit plan (351) - 3,296 -
Unrealized gains (losses) from investment in equity
8316 instrument measured at fair value through other (1,486) - (13,848) (1)
comprehensive income
8349 Income taxes related to the items not reclassified 70 - (659) -
Items that may be reclassified subsequently to profit
8360
or loss
Exchange difference on translation of financial
8361 (16,647) (1) 21,763 1
statements of foreign operations
8399 Income tax related to items that may be reclassified 3,330 - (4,353) -
8300 Other comprehensive (loss) income for the year (15,084) (1) 6,199 -
8500 Total comprehensive income $ 195,727 12 $ 360,342 16
Earnings per share
9750 Basic earnings per share $ 2.18 $ 3.67
9850 Diluted earnings per share $ 2.17 $ 3.65
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Please refer to the accompanying notes to the financial statements.

Chairman: De-Hua Yang Managerial officer: Shang-Ru Yang Accounting Supervisor: Hong-Bin Syu

119

AWEA Mechantronic Co., Ltd.

Parent Company Only Statement of Changes in Equity

For the Years Ended December 31, 2023 and 2022

Unit: NT$ thousand

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Share capital Retained earnings Other equity items
Unrealised gains (losses)
Exchange difference on
on valuation of financial
Unappropriated translation of financial
Items Common stock Capital surplus Legal reserve Special reserve assets measured at fair Total equity
earnings statements of foreign
value through other
operations
comprehensive income
Balance at January 1, 2022 $ 965,942 $ 124,495 $ 513,898 $ 98,077 $ 1,366,883 $ (36,109) $ 4,040 $ 3,037,226
Appropriation and distribution of retained earnings:
Legal reserve - - 13,278 - (13,278) - - -
Special reserve - - - - - - - -
Cash dividends of common stock - - - - (115,913) - - (115,913)
Cash dividends of shares from capital surplus - (28,979) - - - - - (28,979)
2022 Net profit - - - - 354,143 - - 354,143
Other comprehensive income for 2022 - - - - 2,637 17,410 (13,848) 6,199
Total comprehensive income of 2022 - - - - 356,780 17,410 (13,848) 360,342
Disposal of investments in equity instruments at fair - - - - 1,125 - (1,125) -
value through other comprehensive income
Balance at December 31, 2022 965,942 95,516 527,176 98,077 1,595,597 (18,699) (10,933) 3,252,676
Appropriation and distribution of retained earnings:
Legal reserve - - 35,790 - (35,790) - - -
Special reserve - - - - - - - -
Cash dividends of common stock - - - - (154,551) - - (154,551)
Cash dividends of shares from capital surplus - - - - - - - -
2023 Net profit - - - - 210,811 - - 210,811
Other comprehensive income for 2023 - - - - (281) (13,317) (1,486) (15,084)
Total comprehensive income of 2023 - - - - 210,530 (13,317) (1,486) 195,727
Disposal of investments in equity instruments at fair - - - - (9,038) - 9,038 -
value through other comprehensive income
Balance at December 31, 2023 $ 965,942 $ 95,516 $ 562,966 $ 98,077 $ 1,606,748 $ (32,016) $ (3,381) $ 3,293,852
----- End of picture text -----

Please refer to the accompanying notes to the financial statements.

Chairman: De-Hua Yang Managerial officer: Shang-Ru Yang Accounting Supervisor: Hong-Bin Syu

120

AWEA Mechantronic Co., Ltd.

Parent Company Only Statements of Cash Flows

For the Years Ended December 31, 2023 and 2022

Unit: NT$ thousand

Cash flows from operating activities
Net profit before tax
Adjustments
Depreciation
Amortisation
Expected credit impairment gains
Interest expense
Interest income
Dividend revenue
Share of profit or loss of subsidiaries, associates and joint ventures
accounted for using equity method
(Gains) losses from evaluation of financial assets
Gain (loss) on disposal or retirement of property, plant and
equipment
Lease modification benefit
Gains on disposals of investments
Unrealized (Realized) gain from sale
Changes in operating assets and liabilities
Notes receivable
Notes receivable - related parties
Account receivables
Account receivables - related parties
Other receivables
Other receivables - related parties
Inventories
Prepayments
Other current assets
Overdue receivables
Long-term notes receivable
Current contract liabilities
Notes payable
Notes payable - related parties
Accounts payable
Accounts payable - related parties
Other payables
Other payables - 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)
2023
240,987
$ 71,296
1,741
(7,865)
28,704
(30,000)
(23,308)
(34,073)
(123,694)
(343)
-
(2,841)
(3,553)
200,603
202
116,040
(52,805)
236
(1,584)
12,264
(664)
182
8,784
5,380
(15,975)
(131,544)
(9,383)
10,666
70
(2,419)
(468)
(23)
148
(995)
(2,369)
253,397
30,733
(46,558)
237,572
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

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AWEA Mechantronic Co., Ltd.

Parent Company Only Statements of Cash Flows

For the Years Ended December 31, 2023 and 2022

Unit: NT$ thousand

Unit: NT$ thousand
(Continued from previous page)
Cash flows from investing activities
Acquisitions of financial assets at fair value through profit or loss
Disposal price of financial assets at fair value through profit or
loss
Acquisitions of financial assets at fair value through other
comprehensive income
Disposal price of financial assets at fair value through other
comprehensive income
Acquisition of financial assets measured at amortized cost
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease in guarantee deposits paid
Decrease (Increase) in other receivables - related parties
Acquisitions of intangible assets
Decrease (Increase) in other financial assets
Decrease (Increase) in prepayments for equipment
Dividends received
Net cash inflow (outflow) from investing activities
Cash flows from financing activities
Increase (decrease) in short-term borrowings
Increase (Decrease) in short-term notes and bills payable
Decrease in long-term borrowings
Decrease in guarantee deposits received
Repayment of principal of lease liabilities
Cash dividends paid
Interest paid
Net cash inflow (outflow) from financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of year
Cash and cash equivalents at the end of year
2023
(49,014)
15,622
-
6,981
(10,137)
(44,082)
343
2,076
10,000
(760)
197,356
(2,900)
94,511
219,996
(415,000)
(209,654)
-
(200)
(11,420)
(154,551)
(27,566)
(818,391)
(360,823)
979,024
618,201
$
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
$

Please refer to the accompanying notes to the financial statements.

Chairman: De-Hua Yang Managerial officer: Shang-Ru Yang Accounting Supervisor: Hong-Bin Syu

122

AWEA Mechantronic Co., Ltd.

Notes to Parent Company Only Financial Statements

For the Years Ended December 31, 2023 and 2022

Unit: NT$ thousand (unless stated otherwise)

I. History and Organization

AWEA Mechantronic Co., Ltd. (hereinafter referred to as the Company) was established on July 16, 1986. The design, manufacture and sales of special machines, automation equipment and computer-controlled tool machines are its main business.

The shares of the Company was approved of listing by Document Tai-Zheng-(2000)-Shang-Zi No. 025773 on September 6, 2000, and began to be listed for trading on TWSE Stock Exchange Market since September 11, 2000.

II. Approval Date and Procedures of the Financial Statements

The parent company only financial statements were approved by the board of directors and authorized for issue on March 5, 2024.

III. Application of Newly Issued and Amended Standards and Interpretations

  • (I) Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, “IFRS”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)

Except as stated below, the application of the amendments to the IFRS endorsed and issued into effect by the FSC does not have a significant effect on the Company’s accounting policies:

Amendments to IAS 12 “International Tax Reform - Pillar Two Model Rules”

The amendment introduces an exception to IAS 12 that specifies that the Company shall not recognize deferred income tax assets and liabilities for Pillar Two income taxes and shall not disclose information about such deferred income taxes, but shall disclose that it has applied this exception and shall disclose current income tax expense (income) related to Pillar Two income taxes separately. In addition, if the Pillar Two Act has been enacted or substantively enacted but has not yet come into force, the Company shall disclose its qualitative and quantitative information known or reasonably estimated to

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be exposed to the Pillar Two income tax for the users to know the situation. After the issuance of this amendment, the Company shall immediately and retroactively apply this exception and disclose the fact that it has been applied; the other disclosure requirements apply to annual reporting periods after January 1, 2023, and do not apply to interim financial statements with the end date of interim period before December 31, 2023.

(II) IFRSs issued by the International Accounting Standards Board (IASB) that have been endorsed by the FSC and will come into effect in 2024:

Effective Date New, Revised or Amended Standards and Interpretations Announced by IASB (Note 1) Amendment to IFRS 16 “Lease Liabilities in Sale and January 1, 2024 (Note 2) Leasebacks” Amendments to IAS 1 “Classification of Liabilities as January 1, 2024 Current or Non-current” Amendments to IAS 1 “Non-current Liabilities with January 1, 2024 Covenants” Amendments to IAS 7 and IFRS 7 “Supplier Financing January 1, 2024 (Note 3) Arrangements”

Note 1: Unless stated otherwise, the above new/revised/amended standards or interpretations are effective for annual reporting periods beginning on their respective effective dates.

Note 2: A seller-lessee applies the amendments retrospectively to IFRS 16 to sale and leaseback transactions entered into after the date of initial application.

  • Note 3: When the amendments apply for the first time, some requirements for disclosure are exempted.

As of the date the financial statements were authorized, the Company is making continuous assessment and concludes that the amendments of other standards and interpretations will have no significant impact on the financial position and financial performance.

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  • (III) IFRS issued by the International Accounting Standards Board (IASB) but not yet endorsed and issued into effect by the FSC

Effective Date New, Revised or Amended Standards and Interpretations Announced by IASB (Note 1) Amendments to IFRS 10 and IAS 28 “Sale or Contribution To be determined by of Assets between an Investor and its Associate or Joint IASB Venture” IFRS 17 “Insurance Contracts” January 1, 2023 Amendments to IFRS 17 January 1, 2023 Amendments to IFRS 17 “Initial application of IFRS 17 and January 1, 2023 IFRS 9 - Comparative Information” Amendments to IAS 21 “Lack of Exchangeability” January 1, 2025 (Note 2)

  • Note 1: Unless stated otherwise, the above new/revised/amended standards or interpretations are effective for annual reporting periods beginning on their respective effective dates.

  • Note 2: This amendment applies for annual reporting periods beginning after January 1, 2025. At the initial application of the amendment, the number of influences is recognized in the retained reserve at the date of initial application. When the Company adopts a non-functional currency as the presentation currency, the effects will be reclassified as the exchange differences arising from the translation of the financial statements of foreign operations under equity on the initial application date.

As of the date the financial statements were authorized, the Company is continuously assessing the possible impact that the application of other standards and interpretations will have on the financial position and financial performance and will disclose the relevant impact when the assessment is completed.

IV. Summary of Significant Accounting Polices

The summary of significant accounting policies applied in the preparation of the parent company only financial statements are set out below. The following accounting policies have been consistently applied to all periods presented in the parent company only financial statements, except as described in Notes III and IV regarding accounting changes.

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(I) Statement of compliance

The parent company only financial statements have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the FSC.

(II) Basis of preparation

Except for the following significant items of balance sheet, this parent company only financial statement has been prepared at historical cost:

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

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

  3. The net defined benefit liability is the fair value of pension fund assets less the present value of defined benefit obligations.

In preparing the parent company only financial statements, the equity method is adopted to the investments in subsidiaries and associates. For the purpose of making the current profit and loss, other comprehensive income and equity in this parent company only financial statement identical to those in the Company’s owner in the consolidated financial statements, several accounting treatment differences under individual and consolidated basis are adjusted into “Investments Accounted for Using Equity Method”, “Share of the Profit or Loss of Subsidiaries and Associates Accounted for Using the Equity Method”, and “Share of Other Comprehensive Income of Subsidiaries and Associates Accounted for Using Equity Method”.

(III) Functional currency and presentation currency

The Company uses the currency of the primary economic environment in which the entity operates as the functional currency. The parent company only financial statements are presented in New Taiwan dollars, the Company’s functional currency. All financial information presented in New Taiwan dollars are in thousands of New Taiwan dollars.

(IV) Classification of current and non-current assets and liabilities

  1. Assets that meet one of the following criteria are classified as current assets. All assets that are not classified as current assets are classified as non-current assets:

  2. (1) Assets that are expected to be realized, or are intended to be sold or consumed within the normal business cycle;

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  - (2) Assets held mainly for trading purposes;

  - (3) Assets that are expected to be realized within twelve months after the reporting period; or

  - (4) The asset is cash and cash equivalents, excluding restricted assets and those that are to be exchanged or used to settle liabilities more than twelve months after the reporting period.
  1. Liabilities that meet one of the following criteria are classified as current liabilities. All liabilities that are not classified as current liabilities are classified as non-current liabilities:

    • (1) Liabilities that are expected to be settled within the normal business cycle;

    • (2) Liabilities held mainly for trading activities.

    • (3) Liabilities that are expected to be due for settlement within twelve months after the reporting period; or

    • (4) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

  2. (V) Foreign currency transactions

  3. When preparing the parent company only financial statements, traders in currencies other than the Company’s functional currency (foreign currency) are recognized by translation to the functional currency based on the exchange rate of the transaction day. At the end of the reporting period, monetary items denominated in foreign currencies are translated into the functional currency based on the exchange rate of the transaction day; non-monetary items denominated in foreign currencies and measured at fair value are translated into the functional currency based on the exchange rate on the day of the fair value measurement; non-monetary items denominated in foreign currencies and measured at historical cost are translated into the functional currency based on the exchange rate of the transaction day. The exchange differences arising from translation are recognized in profit or loss in the period in which they arise.

For purpose of preparing the parent company only financial statements, the assets and liabilities of foreign operations of the Company shall be translated to NTD by the

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exchange rate on ending date of the reporting period; the income and expense items shall be translated to NTD at the average exchange rate of the current period, and the resulting exchange difference shall be recognized as other comprehensive profit or loss and accumulated as the translation difference in the financial statements of foreign operations under equity.

(VI) Cash and cash equivalents

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

(VII) Financial instruments

Accounts receivable are initially recognized when they are incurred. All other financial assets and liabilities shall be recognized initially when the Company becomes a party to the contractual provisions of the financial instruments. Financial assets (other than accounts receivable that do not contain significant financial components) or financial liabilities not measured at fair value through profit or loss shall be initially measured at fair value plus transaction costs that are directly attributable to the acquisition or issuance. Accounts receivable that do not contain significant financial components shall be initially measured at transaction price.

  1. Financial assets

At initial recognition, financial assets shall be classified as financial assets at amortized cost, financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income. The Company reclassifies all affected financial assets from the first day of the next reporting period only when there is a change in the business model for financial assets management.

  • (1) Financial assets measured at amortized cost

Financial assets are measured at amortized cost when they meet all of the following criteria and are not designated as at fair value through profit or loss:

  • A. The financial assets are held under the business model with the purpose of collecting contractual cash flows.

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  • B. The contract terms of the financial assets generate cash flow on a specific date, and such cash flow is solely for the payment of the principle and the interest on outstanding principle amount.

Such assets are subsequently measured at amortized cost based on the initially recognized amount plus or minus accumulated amortization calculated using the effective interest method, adjusted for any loss allowance. Interest income, foreign currency exchange gains and losses, and impairment losses are recognized in profit or loss. Gains or losses are recognized in profit or loss at derecognition.

  • (2) Financial assets at FVTPL

Financial assets not classified as financial assets at amortized cost or at fair value through other comprehensive income are measured at fair value through profit or loss, including derivative financial assets. The Company may irrevocably designate financial assets that qualify as financial assets at amortized cost or at fair value through other comprehensive income as financial assets at fair value through profit or loss at the time of initial recognition in order to eliminate or materially reduce accounting mismatch. Such assets shall be measured at fair value subsequently, and their net gains or losses shall be recognized in profit or loss.

  • (3) Financial assets at FVTOCI

At initial recognition, the Company has made an irrevocable election to recognize subsequent changes in the fair value of equity instruments not held for trading in other comprehensive income. The above election is made on an instrument-by-instrument basis.

Investments in debt instruments are subsequently measured at fair value. Interest income, foreign currency exchange gains and losses, and impairment losses calculated using the effective interest method are recognized in profit or loss, and the remaining net gains or losses are recognized in other comprehensive income. Upon derecognition, the cumulative amount in other comprehensive income shall be reclassified to profit or loss.

129

Investments in equity instruments are subsequently measured at fair value. Dividend income (unless it obviously represents the recovery of a portion of cost of investment) is recognized in profit or loss. The remaining net gains or losses are recognized in other comprehensive income and are not reclassified to profit or loss.

Dividend income from equity investments is recognized on the date when the Company has the right to receive the dividend (usually the ex-dividend date).

  • (4) Impairment of financial assets

The Company recognizes loss allowance for expected credit losses on the financial assets measured at amortized cost (including cash and cash equivalents, financial assets at amortized cost, notes and accounts receivable, other receivables, refundable deposits and other financial assets).

The loss allowance is measured at 12-month expected credit losses for the following financial assets, and at the lifetime expected credit losses of the other financial assets:

  • A. The credit risk of debt securities is determined to be low at the reporting date; and

  • B. The credit risks of other debt securities and bank deposits (i.e., the risk of default on financial instruments over the expected life) have not increased significantly since the initial recognition.

The loss allowances for accounts receivable and contract assets are measured at the amount of lifetime expected credit losses.

When determining whether the credit risk has increased significantly since the initial recognition, the Company has considered reasonable and provable information (which can be obtained without undue costs or inputs), including qualitative and quantitative information, and analyses based on the Company’s historical experience, credit assessment and forward-looking information.

Lifetime expected credit losses result from all possible default events over the expected life of the financial instruments.

The 12-month expected credit losses are expected credit losses that result from possible default events within 12 months after the reporting date (or for shorter

130

periods, if the expected life of the financial instrument is less than 12 months). The maximum period for which expected credit losses are measured is the maximum contract period over which the Company is exposed to credit risk. Expected credit losses are weighted estimates of the probability of credit losses over the expected life of the financial instruments. Credit losses are measured at the present value of all cash shortfalls, which is the difference between the cash flows that the Company could receive under the contract and the cash flows that the Company expects to receive. Expected credit losses are discounted at the effective interest rate of the financial asset.

On each reporting date, the Company evaluates whether credit impairment occurs to the financial assets measured at amortized cost and debt securities measured at fair value through other comprehensive income. Credit impairment occurs to a financial asset when one or more events that have an adverse effect on the estimated future cash flows of the financial asset. Evidence proving that credit impairment occurs to a financial asset includes observable information about the following events:

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

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

  • C. The Company has made concessions to the borrower that the Company would not consider otherwise for economic or contractual reasons related to the borrower’s financial difficulties;

  • D. The borrower is very likely to apply for bankruptcy or carry out other financial reorganization; or

  • E. The active market for the financial assets has disappeared due to financial difficulties.

The loss allowance for financial assets at amortized cost is deducted from the carrying amount of the assets. The loss allowance for investments in debt instruments at fair value through other comprehensive income are recognized in other comprehensive income (without reducing the carrying amount of the asset), and the provision or reversal amount of loss allowance is recognized in profit or loss.

131

When the Company does not have a reasonable expectation of recovering all or part of a financial asset, the total carrying amount of the financial asset is reduced directly. The Company analyzes the timing and amount of offset on a case-by-case basis to determine whether there is a reasonable expectation of recovery. The Company expects that the offset amount will not be reversed significantly. However, the offset financial assets are still enforceable in order to comply with the Company’s procedures for recovering overdue amounts.

  • (5) Derecognition of financial assets

A financial assets will be derecognized only when the Company’s contractual rights to the cash flows from that asset are terminated, or when the financial asset is transferred and substantially all the risks and returns of ownership to that asset have been transferred to another entity, or when substantially all the risks and returns of ownership are neither transferred nor retained, and the Company does not retain control over that financial asset.

If the Company enters into a transaction to transfer a financial asset and retains all or substantially all of the risks and returns of ownership to the transferred asset, the financial asset will continue to be recognized on the balance sheet.

(VIII) Financial liabilities and equity instruments

  1. Classification of liabilities and equity

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

  3. Equity instruments

  4. Equity instrument refers to any contract that recognizes the remaining interest of the Company after reducing all its liabilities from its assets. Equity instruments issued by the Company are recognized at the proceeds received, net of the cost of direct issue.

  5. Financial liabilities

Financial liabilities that are not held for trading and are not designated as at fair value through profit or loss (including notes payable, accounts payable and other payables) are measured at fair value plus directly attributable transaction costs at

132

initial recognition; subsequently, they are measured at amortized cost using the effective interest rate method, and interest expenses not capitalized in the asset cost are included in non-operating income and expenses.

  1. Derecognition of financial liabilities

A financial liability is derecognized by the Consolidated Company when the contractual obligation is either discharged or canceled or expires.

The difference between the carrying amount of the financial liability derecognized and the total consideration paid and payable (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss, and included in non-operating income and expenses.

  1. Mutual offset of financial assets and liabilities

Financial assets and financial liabilities are offset and recognized in the balance sheet on a net basis only when the Consolidated Company has the legal right to do so and has the intention to settle on a net basis or to realize the assets and settle the liabilities simultaneously.

(IX) Inventories

Inventories are stated at the lower of cost or net realizable value. Inventories are stated at standard cost at ordinary times, and are adjusted to approximate weighted average cost at the end of the reporting period. Net realizable value is calculated as the estimated selling price less the costs to be incurred until completion and the selling expenses.

  • (X) Investments accounted for using equity method

Investments accounted for using equity method include subsidiaries, associates and joint ventures.

Associates are companies over which the Company exercises significant influence, but not subsidiaries or joint ventures. 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.

In joint ventures, the Company and another entity engage in economic activities under joint control through a contractual agreement, meaning that strategic financial and operating decisions related to the joint venture must be made with the consensus of those sharing control. If another entity is created under a joint venture agreement in

133

which each of the joint venture controllers has an interest, that entity is a jointly controlled entity.

The business results and assets and liabilities of associates and joint ventures are included in the financial statements under the equity method, except for the assets classified as held for sale. Under the equity method, investments in associates and joint ventures are initially recognized at cost on the balance sheet and subsequently adjusted for changes in the Company’s share of the investee’s net assets. When the Company’s share of losses in an associate or joint venture exceeds its interest in that associate, an additional loss is recognized only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate.

The excess of the acquisition cost over the Company’s share of the net fair value of the identifiable assets and liabilities of the associate and the joint venture at the date of acquisition is recognized as goodwill and is included in the carrying amount of the investment. The excess of the Company’s share of the net fair value of the identifiable assets and liabilities of its associates and joint ventures over the acquisition cost at the date of acquisition is recognized as a gain immediately upon reassessment.

In assessing impairment, the Company considers the entire carrying amount of the investment (including goodwill) as a single asset and compares the recoverable amount (higher of value in use or fair value less selling cost) with the carrying amount to test for impairment, and the impairment loss recognized is included in the carrying amount of the investment. Any reversal of the impairment loss is recognized to the extent of the subsequent increase in the recoverable amount of the investment.

If the Company fails to subscribe for new shares issued by an associate or a joint venture in proportion to its shareholding ratio, resulting in a change in shareholding ratio and a consequent increase or decrease in the net equity value of an investment, the increase or decrease is adjusted to capital surplus and investments accounted for using the equity method. However, if the ownership interest in an associate decreases because the Company does not subscribe for or acquire new shares in proportion to its shareholding ratio, the amount recognized in other comprehensive income related to the associate is reclassified on a pro rata basis to reflect the decrease in ownership interest,

134

which is accounted for on the same basis as that used for the disposal of assets or liabilities by the associate directly.

(XI) Property, plant and equipment

Property, plant and equipment are recognized at acquisition cost and presented at cost less accumulated depreciation and accumulated impairment. The cost of property, plant and equipment consists of expenditures that are directly attributable to the acquisition or construction of the assets, any other directly attributable costs that are necessary to bring the asset to a useable condition for its intended purpose, and dismantling, relocation and site restoration costs. The foregoing costs include the cost for replacing part of the plant and equipment and the necessary interest expense incurred on construction contracts.

Real estate under construction is presented at cost less all recognized impairment losses. (Cost includes professional service expenses). Such real estate is classified to the appropriate category of property, plant and equipment when completed and reaching the expected use state. Such assets are depreciated on the same basis as other real estate assets, which commences when the assets reach the expected use state. Self-owned land is not depreciated.

When a major item of property, plant and equipment is required to be replaced on a regular basis, the Company considers that item as an individual asset and recognizes depreciation according to specified useful life and depreciation method. Major maintenance costs are considered as replacement costs and recognized as part of the carrying amount of property, plant and equipment if the conditions for recognition are met. Other maintenance expenses are recognized in profit or loss. The present value of the expected decommissioning cost of an asset after use is included in the cost of the related asset if it meets the recognition criteria for liability reserve.

Each part of property, plant and equipment is depreciated separately and considered as a separate item (significant component) of property, plant and equipment if its cost is material in relation to the total cost of that item.

After initial recognition, an item or a significant component of property, plant and equipment is derecognized and recognized in profit or loss if it is disposed of or if no future economic benefits are expected to flow from its use or disposal. Depreciation is calculated recognized in profit or loss over the estimated useful lives of individual

135

components of property, plant and equipment on a straight-line basis because it best reflects the expected consumption pattern of future economic effects of the assets.

Depreciation is calculated according to the following estimated useful lives:

Property and building 5 - 51 years
Machinery equipment 2 - 16 years
Molding equipment 2 - 3 years
Transportation equipment 2 - 6 years
Computer and telecommunication equipment 4 years
Business equipment 2 - 7 years
Leasehold improvements 5 years
Other equipment 2 - 11 years

Depreciation is calculated using the straight-line method to write off the cost of assets less their residual values over their useful lives. Estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, and the impact of any changes in estimates is recognized on a deferred basis.

Items of property, plant and equipment are derecognized when they are disposed of or when no future economic benefits are expected from the continued use of the asset. Gains or losses arising from the disposal or scrapping of property, plant and equipment are recognized in profit or loss as the difference between the disposal price and the carrying amount of the asset.

(XII) Leases

  1. Lease judgment

At the inception of a contract, the Company assesses whether the contract is, or contains, a lease.

  1. The Company as lessee

The Company recognizes right-of-use assets and lease liabilities at the inception date of the lease. Right-of-use assets are measured initially at cost, which consists of the initially measured amount of the lease liability, adjusted for any lease payments made on or before the inception date of the lease, plus original direct costs incurred and the estimated costs to dismantle or remove the underlying asset and reinstate the underlying asset or its original location, less any lease incentives received.

136

The right-of-use assets are subsequently depreciated on a straight-line basis from the lease commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. In addition, the Company periodically evaluates right-of-use assets for impairment and handles any incurred impairment losses, and adjusts right-of-use assets in case of remeasurement of lease liabilities.

Lease liabilities are measured initially at the present value of outstanding lease payments at the inception date of the lease. The implicit interest rate of the lease is easy to determine, the discount rate is that interest rate, otherwise the Company’s incremental borrowing rate is used. Generally, the Company uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of lease liabilities consist of:

  • (1) Fixed payments, including substantial fixed payments;

  • (2) Variable lease payments that depend on an index or a rate are initially measured using the index or rate at the inception date of the lease.

Subsequently, the interests on lease liabilities are calculated using the effective interest method, and the lease liabilities are remeasured when the following circumstances occur:

  • (1) A change in the index or rate used to determine lease payments results in a change in future lease payments;

  • (2) A change in the estimate of whether to exercise the option to extend or terminate the lease, which changes the assessment of the lease term;

  • (3) Changes in the amount of residual value guarantee expected to be paid;

  • (4) Changes in the evaluation of purchase options for the underlying assets;

  • (5) Changes in the subject matter, scope or other terms of the lease.

When a lease liability is remeasured as a result of changes in the index or rate used to determine the lease payments, changes in the amount of residual value guarantee, and changes in the evaluation of purchase, extension or termination options, the carrying amount of the right-of-use asset is adjusted accordingly, and the remaining amount of the remeasurement is recognized in profit or loss when the carrying amount of the right-of-use asset is reduced to zero.

137

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

The Company presents right-of-use assets and lease liabilities that do not meet the definition of investment property as separate line items on the balance sheet.

For short-term leases of business equipment and other equipment and leases of low-value assets, the Company chooses not to recognize right-of-use assets and lease liabilities, and but recognizes the related lease payments as expenses on a straight-line basis over the lease term.

For sale and leaseback transactions, whether the transfer of an asset to a buyer-lessor satisfies the requirements for sale is evaluated in accordance with IFRS 15. If it is determined that the asset is sold, such asset is derecognized and the portion of the right transferred to the buyer-lessor is recognized in profit or loss. Leaseback transactions are accounted for as lessee transactions, and the right-of-use asset is measured at the original amount of the portion of the asset leased back. If the requirements for sale are not met, the transferred asset is further recognized and the consideration received is recognized as a financial liability.

  1. The Company as lessor

Lease agreements in which the Company is the lessor are classified as a finance lease if substantially all the risks and returns of ownership to the underlying asset have been transferred or an operating lease otherwise at the inception date of the lease. In the evaluation, the Company considers relevant specific indicators, including whether the lease term covers a significant portion of the economic life of the underlying asset.

If the Company is a sub-lessor, the Company shall handle the transactions of primary lease and sublease separately and evaluate the classification of the sublease transaction based on the right of use derived from the primary lease. If the primary lease is a short-term lease and a recognition exemption is applied, the sublease transaction shall be classified as an operating lease.

138

(XIII) Intangible assets

The Company acquired intangible assets with finite useful lives are shown at cost less accumulated amortization and accumulated impairment losses.

Amortization amount is calculated on a straight-line basis over the following useful lives:

Computer software Economic benefits or contract term Estimated useful life and amortization method are reviewed at the end of the reporting period, and the impact of any changes in estimates is deferred.

(XIV) Impairment of non-financial assets

The Company evaluates at each reporting date whether there is any indication showing that the carrying amount of non-financial assets (other than inventories, contract assets, and deferred tax assets) may be impaired. If any indication exists, the recoverable amount of the asset shall be estimated.

For the purpose of impairment test, a group of assets of which a significant portion of the cash inflows are independent of other individual assets or the cash inflow of an asset group is identified as the smallest identifiable asset group. Goodwill acquired from business merger is allocated to each cash generating unit or group of cash generating units that is expected to benefit from the merger synergies.

The recoverable amount is the higher of the fair value of an asset or cash generating unit less the disposal cost and its 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 or cash generating unit.

An impairment loss is recognized if the recoverable amount of an asset or cash generating unit is less than its carrying amount.

An impairment loss is recognized immediately in profit or loss. The carrying amount of amortized goodwill of a cash generating unit is reduced first, and then the carrying amount of that asset is reduced in proportion to the carrying amount of other assets in the unit.

Impairment losses on goodwill are not reversed. Non-financial asset other than goodwill is reversed only to the extent that the carrying amount (net of depreciation or

139

amortization) of the asset does not exceed the carrying amount that would have been determined if no impairment loss had been recognized for the asset in previous years.

(XV) Provisions

The provision for liabilities is recognized when there is a present obligation arising from past events, it is likely that an outflow of economic resources will be required to settle the obligation, and the amount of the obligation can be reliably estimated.

The amount recognized as a provision for liabilities is the best estimate of the expenses that will be required to settle the obligation at the end of the reporting period, taking into account the risks and uncertainties of the obligation. If the provision for liabilities is measured at the estimated cash flows to settle the present obligation, the carrying amount is the present value of such cash flows.

(XVI) Revenue recognition

Revenue is measured at the consideration expected to be received for the goods or services transferred. The Company recognizes the revenue when control over goods or services is transferred to the customer to satisfy performance obligations.

  1. Sales of goods

The Company recognizes the revenue when control of the product is transferred to the customer. The control over a product is transferred when the product is delivered to the customer, the customer has complete control over the product’s distribution channels and price, and there are no outstanding obligations that would affect the customer’s acceptance of the product. Delivery occurs when the product is shipped to a specific location and the risks of obsolescence and loss are transferred to the customer. The customer has accepted the product under a sales contract, the terms of acceptance have expired, or the Company has objective evidence showing that all conditions of acceptance have been met.

  • The Company recognizes accounts receivable upon delivery of goods because the Company has an unconditional right to receive consideration at that time.

  • Financial components

The Company does not adjust the time value of money of the transaction price because it expects the time interval between the transfer of goods or services to the customer and the time the customer pays for those goods or services to be less than

140

one year for all customer contracts.

(XVII)Government grants

Government grants are recognized only when the conditions attached to the grant are met and the grant is expected to be received.

(XVIII) Employee benefits

  1. Defined contribution plans

  2. Contribution obligations to defined contribution pension plans are recognized as expenses over the employees’ service provision period. Prepaid contributions are recognized as an asset to the extent that they result in a cash refund or a reduction in the future payments.

  3. Defined benefit plan

The Company’s net obligation for defined benefit plans is calculated by discounting the present value of future benefit amounts earned by employees for current or prior periods of service, less the fair value of plan assets.

The defined benefit obligation is actuarially calculated annually by a qualified actuary using the projected unit benefit method. When the calculation results are probable to be favorable to the Company, the assets are recognized to the extent of the present value of any economic benefits that may be obtained in the form of refunds of contributions from the plan or reductions in future contributions to the plan. The present value of economic benefits is calculated taking into account any minimum contribution requirements.

The remeasurement of the net defined benefit liabilities, including actuarial gains and losses, the return on plan assets (excluding interest), and any changes in the impact of the asset ceiling (excluding interest) are recognized immediately in other comprehensive income and accumulated in retained earnings. The Company determines that net interest expense (income) on the net defined benefit liability (asset) uses the net defined benefit liability (asset) and discount rate determined at the beginning of the annual reporting period. Net interest expense and other expenses of the defined benefit plan are recognized in profit or loss.

Changes in benefits related to prior service costs or reduced benefits or losses resulting from plan revisions or reductions are recognized immediately in profit or

141

loss. The Company recognizes gains or losses on settlement of a defined benefit plan when the settlement occurs.

  1. Short-term employee benefits

Short-term employee benefit obligations are recognized as expenses when services are rendered. If the Company has a present legal or constructive obligation to pay as a result of past service rendered by employees, and the obligation can be estimated reliably, the amount is recognized as a liability.

(XIX) Borrowing costs

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

Except for the above, all other borrowing costs are recognized as profit or loss in the year in which they are incurred.

(XX) Income tax

The income tax for the period comprises current and deferred tax.

Current income taxes include income taxes payable or tax refunds receivable based on the taxable income (loss) in current year, and any adjustments to income taxes payable or tax refunds receivable in previous years. The amount is the best estimate of the amount expected to be paid or received, as measured by the statutory tax rate or the tax rate under substantive legislation at the reporting date.

Deferred income taxes are measured and recognized for temporary differences between the carrying amounts of assets and liabilities at the date of financial reporting and their tax bases. Unused tax losses and unused tax credits in later periods of transfer, and deductible temporary differences are recognized as deferred tax assets to the extent that it is very likely that future taxable income will be available. They shall also be reassessed at each reporting date and reduced to the extent that the relevant income tax benefit is not within the scope very likely to be realized; or the originally reduced amount shall be reversed to the extent that it is very likely to generate sufficient taxable income.

Deferred tax assets and deferred tax liabilities are offset only if the following conditions are met simultaneously:

142

  1. There is a legally enforceable right to offset current tax assets against current tax liabilities; and

  2. The deferred tax assets and liabilities are relate to one of the following taxpayers that are subject to the income tax levied by the same taxation authority:

  3. (1) The same taxpayer; or

  4. (2) Different taxpayers, provided that each taxpayer intends to settle current income tax liabilities and assets on a net basis, or to realize assets and settle liabilities 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.

(XXI) Earnings per share

The Company presents basic and diluted earnings per share attributable to equity holders of the Company’s common shares. Basic earnings per share is calculated by dividing the profit or loss attributable to the equity holders of the Company’s common shares by the weighted average number of outstanding common shares in current period. Diluted earnings per share is calculated by dividing the profit or loss attributable to the equity holders of the Company’s common shares by the weighted average number of outstanding common shares, adjusted for the impact of all potential diluted common shares.

(XXII)Segment information

  • Information on segments has been disclosed by the Company in the consolidated financial statements, thus will not be disclosed in the parent company only financial statements.

  • V. Significant Accounting Judgment, Estimates, and Assumptions and the Main Sources of Assumption Uncertainty

When the Comapny adopts accounting policies, the management must make relevant judgments, estimates and assumptions based on experience and other relevant factors for the information that is not easily obtained from other sources. Actual results may differ from estimates.

The Company includes the economic impacts of COVID-19, Ukraine-Russia conflict and inflation into considerations for significant accounting estimates. The Management will

143

continuously review estimates and underlying assumptions, and recognize changes in accounting estimates in the period when the changes occur and in the future periods affected. Management is required to make judgments, estimates and assumptions when preparing the parent company only financial statements. They will affect the adoption of accounting policies and the reported amounts of assets, liabilities, revenues and expenses. Actual results may differ from estimates.

Information about uncertainties in assumptions and estimates that have a significant risk of causing a material adjustment in the next year is summarized below. The uncertainties in the following assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities in the next financial year and have reflected the impact of the COVID-19 pandemic. The relevant information is summarized below:

  • (I) Lose allowance for accounts receivable

  • The loss allowance for 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 at each reporting date to determine the assumptions and inputs to be used in the impairment calculation. For details of the relevant assumptions and inputs, please refer to Note VI(IV).

  • (II) Evaluation of inventories

  • Since inventories are measured at the lower of cost or net realizable value, the Company evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value on reporting date, and writes down the cost of inventories to the net realizable value. Such an evaluation of inventories is principally based on the demand for the products within the specified period in the future. Therefore, there might be material changes due to rapid changes in the industry.

  • (III) Impairment evaluation of investments accounted for using equity method When there is an indication that an investment by equity method has impaired and the carrying amount may not be recovered, the Company will evaluate such impairment immediately. The Company evaluates the impairment loss based on the investee’s future cash flow projections, including the sales growth rate and capacity utilization rate estimated by the investee’s internal management, and analyzes the reasonableness of the related assumptions.

144

  • (IV) Impairment evaluation of tangible assets and intangible assets (excluding goodwill) During the asset impairment evaluation process, the Company relies on its subjective judgment, use mode of assets and characteristics of the industry, to determine the independent cash flows of a particular asset group, useful life of the assets and the likely future income and loss, and any change in estimates due to changes in economic conditions or the Company’s strategy may cause significant impairment or reversal of a recognized impairment loss in the future.

  • (V) Recognition and measurement of provision for liabilities

  • Provisions for product warranty liabilities are estimated at the time of revenue recognition and are based on the number of products under warranty, the history of the products, the expected maintenance rate and the expected unit maintenance cost. The Company continuously reviews the basis of these estimates and revises them when appropriate. Any change in the above estimate basis could materially affect the estimation of the provision for product warranty liabilities.

  • (VI) Realizability of deferred tax assets

  • Deferred tax assets are recognized only when it is probable that there will be sufficient taxable income for deductible temporary differences to be used in the future. Assessing the realizability of deferred tax assets must involve significant accounting judgments and estimates by the management, including assumptions about expected future sales revenue growth and profit margins, tax holiday periods, available income tax credits, and tax planning, etc. Any changes in the global economic environment, industrial environment and laws may cause significant adjustments to deferred tax assets.

  • (VII) Measurement of defined benefit obligation

  • The defined benefit cost and net defined benefit liabilities (assets) to be recognized for the defined benefit pension plan are actuarially valued using the projected unit benefit method. The actuarial assumptions adopted include discount rate, employee turnover rate, and increment rate of future salary. Such assumptions could materially affect the amounts of expenses and liabilities recognized if they change as a result of changes in market and economic conditions. For the significant actuarial assumptions used in the actuarial calculations and the sensitivity analysis, please refer to Note VI(XVII).

145

VI. Summary of Significant Accounting Titles

  • (I) Cash and cash equivalents
(I) Cash and cash equivalents
(II) Cash
Bank deposits
Financial assets at FVTPL
Current items:
Mandatorilymeasured at FVTPL
Domestic listed (OTC) stocks
Adjustments
Non-current items:
Mandatorilymeasured at FVTPL
Overseas non-listed
(non-OTC) stocks
Adjustments
December 31,2023
$ 2,537
615,664
$ 618,201
December 31,2023
$ 417,099
119,830
$ 536,929
December 31,2023
$ 27
(27)
$ -
December 31,2022
$ 2,574
976,450
$ 979,024
December 31,2022
$ 380,865
(3,863)
$ 377,002
December 31,2022
$ 27
(27)
-
  1. Profits (losses) recognized in relation to the financial assets at fair value through profit or loss are listed below:
profit or loss are listed below:
Mandatorily measured at
FVTPL
Profits (losses) on valuation
Gain on disposal
Dividend revenue
2023
$ 123,694
$ 2,841
$ 23,144
2022
$ (11,149)
$ 2,095
$ 16,926
  1. The Company has no financial assets at fair value through profit or loss pledged to others.

  2. The above equity instruments of the Company are held for trading and are therefore measured at fair value through profit or loss.

  3. The Company invested in AUTECH EUROPE, a French agency, at an amount of FRF 5,000 (equaling to NT$27 thousand) in 1990, and the total capital amount of AUTECH EUROPE was FRF 100,000. In 1996, due to value impairment and little hope of recovery of the investee companies, all were recognized as losses.

146

  • (III) Financial assets at FVOCI - non-current
Financial assets at FVOCI - non-current
Measured at FVTOCI
Domestic listed (OTC) stocks
Adjustments
December 31,2023
$ 5,372
(3,381)
$ 1,991
December 31,2022
$ 21,391
(10,933)
$ 10,458
  1. The Company holds the above equity instruments as long-term strategic investments and therefore designates these investments as at fair value through other comprehensive income.

  2. The Company disposed of equity investments at fair values of NT$7,012 thousand and NT$3,808 thousand in 2023 and 2022, respectively, and the accumulated losses and gains on disposal were NT$(9,038) thousand and NT$1,125 thousand, respectively. The above accumulated disposal losses and gains have been transfered to the retained earnings from other equities.

  3. Amounts recognized in profit or loss in relation to the financial assets at fair value through other comprehensive income are listed below:

through other comprehensive income are listed below:
Measured at FVTOCI
Dividend income recognized in
profit or loss
Held at the end of the period
Derecognized during the
period
Changes in fair value
recognized in other
comprehensive income
Accumulated gains (losses)
transferred to retained
earnings due to derecognition
2023
$ 164
-
$ 164
$ (1,486)
$ (9,038)
2022
$ 1,188
-
$ 1,188
$ (13,848)
$ 1,125
  1. The Company has no financial assets at fair value through other comprehensive income pledged to others.

  2. (IV) Financial assets measured at amortized cost

Pledged time deposits
Non-current
December 31,2023
$ 10,137
December 31,2022
$ -
$ 10,137 $ -

147

  1. For information on pledged financial assets at amortized cost, please refer to Note VIII.

(V) Notes and accounts receivable

Notes and accounts receivable
Notes receivable
Less: Loss allowance
Net
Account receivables
Less: Loss allowance
Net
December 31,2023
$ 58,176
(7,058)
$ 51,118
December 31,2023
$ 305,555
(965)
$ 304,590
December 31,2022
$ 258,779
(4,683)
$ 254,096
December 31,2022
$ 421,595
(1,743)
$ 419,852

The average credit period for merchandise sales ranges from 30 to 90 days for monthly statement, and accounts receivable are non-interest-bearing.

The loss allowance for accounts receivable of the Company is recognized by simplified method under IFRS 9 according to lifetime expected credit losses. The lifetime expected credit loss is calculated using provision matrix and takes past breach records of the customer, the current financial condition and industrial economic trend. Since the Company’s historical experience of credit losses shows that there is no significant difference in the pattern of losses among different customer groups, therefore, the reserve matrix does not further distinguish between the customer groups, but only determines the expected credit loss rate based on the number of days overdue on accounts receivable.

If any evidence shows the counterparty faces significant financial difficulty and the collectible amount cannot be reasonably expected, the Company will directly offset the relevant accounts receivable but keep track of the receivables. The recovered amount is recognized in profit or loss.

The Company measures the loss allowance of note and accounts receivable according to the provision matrix as follows:

148

Not past due
1 - 30 days past due
31 - 180 days past due
181 - 365 days past due
Over 366 days past due
Total
Not past due
1 - 30 days past due
31 - 180 days past due
181 - 365 days past due
Over 366 days past due
Total
December 31,2023
Total carrying
amount
$ 345,791
5,677
4,033
8,145
85
$ 363,731
Loss allowance
(lifetime expected
credit losses)
$ (7,537)
(61)
(121)
(249)
(55)
$ (8,023)
December 31,2022
Amortized cost
$ 338,254
5,616
3,912
7,896
30
$ 355,708
Total carrying
amount
$ 659,895
12,226
7,863
116
274
$ 680,374
Loss allowance
(lifetime expected
credit losses)
$ (5,863)
(245)
(194)
(34)
(90)
$ (6,426)
Amortized cost
$ 654,032
11,981
7,669
82
184
$ 673,948

The expected credit loss ratios of the Company for each of the above sections (excluding unusual items for which 100% of the total amount has been presented) were 1% or less for not past due and 90 days or less past due; 5% or less for 365 days or less past due; and 5% - 80% for more than 365 days past due.

The changes in the Company’s loss allowance of notes and accounts receivable are as follows:

follows:
Opening balance
Presentation (reversal) in the
current period
Write-offs in the current period
Ending balance
2023
$ 6,426
1,686
(89)
$ 8,023
2022
$ 26,338
891
(20,803)
$ 6,426

149

(VI) Inventories

Inventories
December 31,2023
Products
$ 4,655
Raw materials
197,963
Work in process
747,642
Finished goods
58,755
$ 1,009,015
1.
Inventory-related expenses recognized in the current period
2023
Cost of goods sold
$ 1,248,114
Loss on market value decline
and obsolete and
slow-moving inventories
41,018
Inventory obsolescence
3,382
Inventory loss
3,346
Income from sale of scraps
(396)
Idle capacity related costs
36,100
$ 1,331,564
December 31,2022
$ 6,264
289,213
661,340
64,462
$ 1,021,279
2022
$ 1,770,139
26,215
2,352
2,554
(1,205)
25,501
$ 1,825,556
  1. As of December 31, 2023 and 2022, there were no guarantees or pledges on inventories.

(VII) Investments accounted for using equity method

Subsidiaries
Associates
December 31,2023
$ 835,556
116,713
$ 952,269
December 31,2022
$ 892,166
109,850
$ 1,002 016
  1. Invested subsidiaries

The Company’s subsidiaries are listed below:

Investee company Main business
Foreign investment
and international
trade
Manufacture and sale
of machinery,
equipment and
tools
Place of
establishment
and operation
Cayman Islands
Taiwan
Carrying
December
31,2023
$ 694,302
141,254
$ 835,556
amount
December
31, 2022
$ 718,246
173,920
$ 892,166
Percentage of ownership
interest and voting rights
held bythe Company
Percentage of ownership
interest and voting rights
held bythe Company
December
31, 2023
December
31,2022
B-Way (Cayman)
Co., Ltd.
Yih Chuan
Machinery
Industry Co.,
Ltd.
100.00%
60.00%
100.00%
60.00%

150

  • (1) On August 8, 2002, the Board of Directors resolved to invest US$1,700 thousand in B-Way (Cayman) Co., Ltd. and indirectly invested in Dawei Mechantronic (Suzhou) Co., Ltd. and Shanghai Zhuwai Mechanical and Electrical Co., Ltd. through B-Way (Cayman) Co., Ltd. to engage in the sales and installation of parts and accessories of tool machines, mechanical instruments and international trade business.

  • (2) On May 4, 2007, the Board of Directors resolved to invest US$8,000 thousand in B-Way (Cayman) Co., Ltd. and indirectly invested in Awea Mechantronic (Suzhou) Ltd. through B-Way (Cayman) Co., Ltd. to engage in the sales and installation of parts and accessories of tool machines, mechanical instruments and international trade business.

  • (3) On September 23, 2013, the Board of Directors resolved to invest NT$192,570 thousand in Yih Chuan Machinery Industry Co., Ltd., and further invested NT$72,022 thousand on September 8, 2015. As of December 31, 2021, the Company held 60% of its stock options. It is engaged in the manufacture, processing and trading of various kinds of machine tools, the manufacture, processing and trading of various kinds of machine parts, and the casting of various kinds of machine parts.

  • (4) On August 2, 2018, the Board of Directors resolved to merge Dawei Mechantronic (Suzhou) Co., Ltd. into Awea Mechantronic (Suzhou) Ltd., and the merger was completed on September 8, 2020.

  • (5) The Company’s share of profit or loss and other comprehensive income in its subsidiaries using equity method in 2023 and 2022 are recognized in accordance with the subsidiaries’ financial statements audited by CPAs over the same period.

151

  1. Invested associates

The Company’s associates are listed below:

Investee
company
Yama Seiki
USA, Inc.
Huahan
Leasing
Co., Ltd.
Main business Place of
establishment
and operation
USA
Taiwan
Carrying amount
December
31,2023
December
31, 2022
$ 108,435
$ 101,849
8,278
8,001
$ 116,713
$ 109,850
Percentage of ownership
interest and voting rights
held bythe Company
Percentage of ownership
interest and voting rights
held bythe Company
December
31,2023
December
31, 2023
December
31,2022
Design and production of CNC
machine tools, CNC systems,
servo devices and related
components with more than
three axes linkage, and
maintenance and sales of
precision CNC machine tools
Rental of machinery and
equipment
$ 108,435
8,278
28.58%
13.33%
28.58%
13.33%
$ 116,713
  • (1) On December 23, 2010, the Company’s Board of Directors resolved to invest US$1,700 thousand in YAMA SEIKI USA, INC. to engage in the sales and installation of parts and accessories of tool machines, mechanical instruments and international trade business.

  • (2) In August 2021, the Company resolved to invest NT$7,333 thousand in Huahan Leasing Co., Ltd. to engage in the machinery and equipment leasing business.

  • (3) The Company’s share of profit or loss and other comprehensive income in its associates using equity method in 2023 and 2022 are recognized in accordance with the associates’ financial statements audited by CPAs over the same period.

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(VIII) Property, plant and equipment

Property, plant and equipment
Self-owned land
Property and building
Machinery equipment
Molding equipment
Transportation equipment
Computer and
telecommunication equipment
Business equipment
Leasehold improvements
Other equipment
Unfinished construction and
equipments pending acceptance
December 31,2023
$ 536,761
708,016
68,815
6,130
8,395
4,776
4,050
-
1,871
39,865
$ 1,378,679
December 31,2022
$ 536,761
741,443
74,600
5,398
12,269
6,527
5,988
-
4,009
8,406
$ 1,395,401

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Cost
Self-owned land
Property and building
Machinery equipment
Molding equipment
Transportation
equipment
Computer and
telecommunication
equipment
Business equipment
Leasehold
improvements
Other equipment
Unfinished construction
and equipments
pending acceptance
Accumulated
depreciation
Property and building
Machinery equipment
Molding equipment
Transportation
equipment
Computer and
telecommunication
equipment
Business equipment
Leasehold
improvements
Other equipment
Net
January 1,
2023
$ 536,761
1,162,434
221,368
50,371
56,637
11,322
18,812
749
24,057
8,406
$ 2,090,917
January 1,
2023
$ 420,991
146,768
44,973
44,368
4,795
12,824
749
20,048
$ 695,516
$ 1,395,401
Additions
$ -
87
6,413
3,605
233
-
1,411
-
-
31,459
$ 43,208
Depreciation
$ 33,514
12,198
2,873
4,107
1,751
3,349
-
2,138
$ 59,930
Disposals
$ -
-
-
-
(1,943)
(24)
-
-
-
-
$ (1,967)
Disposals
$ -
-
-
(1,943)
(24)
-
-
-
$ (1,967)
Reclassification
$ -
-
-
-
-
-
-
-
-
-
$ -
Reclassification
$ -
-
-
-
-
-
-
-
$ -
December 31,
2023
$ 536,761
1,162,521
227,781
53,976
54,927
11,298
20,223
749
24,057
39,865
$ 2,132,158
December 31,
2023
$ 454,505
158,966
47,846
46,532
6,522
16,173
749
22,186
$ 753,479
$ 1,378,679

154

Cost
Self-owned land
Property and building
Machinery equipment
Molding equipment
Transportation
equipment
Computer and
telecommunication
equipment
Business equipment
Leasehold
improvements
Other equipment
Unfinished
construction and
equipments pending
acceptance
Accumulated
depreciation
Property and building
Machinery equipment
Molding equipment
Transportation
equipment
Computer and
telecommunication
equipment
Business equipment
Leasehold
improvements
Other equipment
Net
January 1,
2022
$ 536,761
1,162,434
229,623
47,223
51,886
4,435
17,802
749
24,660
8,346
$ 2,083,919
January 1,
2022
$ 386,233
142,212
42,556
40,413
4,080
9,521
728
18,426
$ 644,169
$ 1,439,750
Additions
$ -
-
1,844
3,560
5,363
6,961
1,010
-
273
60
$ 19,071
Depreciation
$ 34,758
12,439
2,829
4,512
789
3,303
21
2,256
$ 60,907
Disposals
$ -
-
(10,099)
(412)
(612)
(74)
-
-
(876)
-
$ (12,073)
Disposals
$ -
(7,883)
(412)
(557)
(74)
-
-
(634)
$ (9,560)
Reclassification
$ -
-
-
-
-
-
-
-
-
-
$ -
Reclassification
$ -
-
-
-
-
-
-
-
$ -
December 31,
2022
$ 536,761
1,162,434
221,368
50,371
56,637
11,322
18,812
749
24,057
8,406
$ 2,090,917
December 31,
2022
$ 420,991
146,768
44,973
44,368
4,795
12,824
749
20,048
$ 695,516
$ 1,395,401
  1. For properties, plants and equipment provided by the Company as the guarantee for borrowings, please refer to Note VIII for details.

155

  1. The land accounted for by the Company as at December 31, 2023 and 2022 was partly agricultural land with title temporarily registered in the name of another person for an amount of NT$88,529 thousand, in respect of which the Company has obtained a certificate of creation of other rights.

  2. (IX) Lease arrangements

  3. Right-of-use assets

1.
Right-of-use assets

Land-use right
Property and building
January1,2023
Additions
Cost
Land-use right
$ 49,451
$ -
Property and
building
4,393
-
$ 53,844
$ -
January1,2023
Depreciation
Accumulated
depreciation
Land-use right
$ 39,407
$ 10,044
Property and
building
2,161
1,322
$ 41,568
$ 11,366
Net
$ 12,276
January1,2022
Additions
Cost
Land-use right
$ 48,848
$ 603
Property and
building
5,334
694
$ 54,182
$ 1,297
December 31,2023
December 31,2022
$ -
$ 10,044
910
2,232
$ 910
$ 12,276
Disposals
Others
December 31,2023
$ -
$ -
$ 49,451
(149)
-
4,244
$ (149)
$ -
$ 53,695
Disposals
Others
December 31,2023
$ -
$ -
$ 49,451
(149)
-
3,334
$ (149)
$ -
$ 52,785
$ 910
Disposals
Others
December 31,2022
$ -
$ -
$ 49,451
(1,635)
-
4,393
$ (1,635)
$ -
$ 53,844
$
$
Disposals
$ -
(149)
$ (149)
Disposals
$ -
(149)
$ (149)
Disposals
$ -
(1,635)
$ (1,635)
$ 49,451
4,244
$ 53,695
December 31,2023
$ 49,451
3,334
$ 52,785
$ 910
December 31,2022
$ 49,451
4,393
$ 53,844

156

Accumulated
depreciation
Land-use right
Property and
building
Net
January1,2022
$ 29,363
739
$ 30,102
$ 24,080
Depreciation
$ 10,044
1,422
$ 11,466
Disposals
$ -
-
$ -
Others
$ -
-
$ -
December 31,2022
$ 39,407
2,161
$ 41,568
$ 12,276

2. Lease liabilities

Lease liabilities
Current
Non-current
December 31,2023
$ 638
280
$ 918
December 31,2022
$ 11,420
918
$ 12,338

3. Important renting activities and terms

The Company leases some assets for periods ranging from 3 to 10 years. Upon termination of the leases, the Company does not have a preemptive right to acquire the leased assets.

4. Other lease information

==> picture [507 x 293] intentionally omitted <==

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2023 2022
Short-term lease and lease expenses
of low-value assets $ 3,210 $ 681
Total cash outflow from leases $ 11,420 $ 11,410
(X) Intangible assets
December 31, 2023 December 31, 2022
Computer software $ 5,813 $ 6,794
January 1, December 31,
Cost Additions Disposals Reclassification
2023 2023
Computer
software $ 16,556 $ 760 $ (364) $ - $ 16,952
Accumulated Amortization in December 31,
January 1, 2023 Disposals Reclassification
depreciation current period 2023
Computer
software $ 9,762 $ 1,741 $ (364) $ - $ 11,139
Net $ 6,794 $ 5,813
----- End of picture text -----

157

==> picture [507 x 409] intentionally omitted <==

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

January 1, December 31,
Cost Additions Disposals Reclassification
2022 2022
Computer
software $ 15,756 $ 800 $ - $ - $ 16,556
Accumulated Amortization in December 31,
January 1, 2022 Disposals Reclassification
depreciation current period 2022
Computer
software $ 7,847 $ 1,915 $ - $ - $ 9,762
Net $ 7,909 $ 6,794
(XI) Net overdue receivables
December 31, 2023 December 31, 2022
Overdue receivables $ 860 $ 9,732
Less: allowance for uncollectible
accounts (860) (9,732)
- -
$ $
(XII) Other financial assets - current
December 31, 2023 December 31, 2022
Special funds for repatriation of
overseas funds $ 343,987 $ 353,397
-
Restricted assets - bank deposits 187,946
$ 343,987 $ 541,343
----- End of picture text -----

Regarding the special funds to be repatriated upon approval of the National Taxation Bureau, Ministry of Finance in accordance with the “Regulations of Repatriated Offshore Funds”, the Group intends to submit an investment plan to the Ministry of Economic Affairs within one year from the date on which the funds are deposited in a special account for foreign exchange deposits in accordance with Article 8 of the Regulations. Pursuant to the Regulations, the said plan was approved by the Ministry of Economic Affairs through the approval document No. 11020433960 on September 23, 2021.

158

(XIII) Short-term borrowings

Short-term borrowings
December 31,2023
Secured loans
$ 265,000
Credit loans
1,200,000
$ 1,465,000
Interest rate
1.6800%~1.7500%
Please refer to Note VIII for the guarantees provided.
December 31,2022
$ 435,000
1,445,000
$ 1,880,000
1.3123%~1.9500%

(XIV) Short-term notes and bills payable

Short-term notes and bills payable
Short-term notes and bills payable
Less: Discount on short-term notes
and bills payable
Interest rate
December 31,2023
$ 80,000
(13)
$ 79,987
1.4500%
December 31,2022
$ 290,000
(359)
$ 289,641
1.3000%~1.7800%

(XV) Other payables

(XV) Other payables
Other expenses payable
Employee compensation payable
Remuneration payable to directors
and supervisors
Dividends payable
Construction and equipment
payable
(XVI) Current provisions
Warranty
Employee benefits
December 31,2023
$ 67,499
16,000
2,750
491
212
$ 86,952
December 31,2023
$ 3,836
7,196
$ 11,032
December 31,2022
$ 69,729
16,000
1,800
491
1,086
$ 89,106
December 31,2022
$ 5,272
5,783
$ 11,055

159

Warranty
Employee benefits
Warranty
Employee benefits
January 1,
2023
$ 5,272
5,783
$ 11,055
New in current
period
$ -
1,413
$ 1,413
Reversal in
currentperiod
$ (1,436)
-
$ (1,436)
December 31,
2023
$ 3,836
7,196
$ 11,032
January 1,
2022
$ 4,355
6,885
$ 11,240
New in current
period
$ 917
-
$ 917
Reversal in
currentperiod
$ -
(1,102)
$ (1,102)
December 31,
2022
$ 5,272
5,783
$ 11,055
  1. Warranty provision for liabilities refers to that as agreed in the sales contract of products, the management of the Company makes optimal estimate based on historical experience of the products.

  2. Provisions for employee benefit liabilities are recognized as a liability if the Company has a present legal or constructive obligation to pay as a result of past service rendered by employees, and the obligation can be estimated reliably.

(XVII)Employee benefits

  1. Defined benefit plan

  2. The Company’s employee retirement plan under the “Labor Standards Act” is a defined benefit plan. Under the plan, the employee’s pension is calculated based on the number of years of service and the average salary of the six months before retirement. The Company contributes monthly an amount equal to 2% of the employees’ gross salaries to the Labor Pension Fund Supervisory Committee and deposits the funds in the name of the Committee in a special account at the Bank of Taiwan. The Funds are operated and managed by the government’s designated authorities. Accordingly, the Company does not have any right to intervene in the investments of the Funds.

The actuarial valuations of the present value of the defined benefit obligation of the Company are carried out by qualified actuaries. The major assumptions used in the actuarial valuation on the measurement date are listed below:

160

  • (1) Actuarial assumptions on the reporting date:
Discount rate
Expected salary adjustment rate
December 31,2023
1.300%
2.500%
December 31,2022
1.400%
2.500%
  • (2) The amounts of pension expenses recognized in the parent company only statements of comprehensive income in respect of defined benefit plan are shown below:
shown below:
Current service cost
Interest cost on defined benefit
obligation
Interest income on plan assets
Recognized in profit or loss
Remeasurement
Actuarial gains (losses) -
Experience adjustments
Actuarial gains (losses) -
Adjustments to
demographic assumptions
Actuarial gains (losses) -
Adjustments to financial
assumptions
Return on plan assets
Recognized in other
comprehensive income
Total
2023
$ 161
403
(283)
281
269
-
259
(177)
351
$ 632
2022
$ 235
273
(180)
328
743
-
(1,858)
(2,181)
(3,296)
$ (2,968)

Pension expenses recognized in profit or loss for the above defined benefit plan are included in the following items:

Operating costs
Selling and marketing expenses
General and administrative
expenses
Research and development
expenses
Others
2023
$ 2,274
61
230
78
(2,362)
$ 281
2022
$ 654
71
62
70
(499)
$ 328

161

  • (3) The Company’s obligation amount from defined benefit plans recognized in

the parent company only balance sheets is as follows:

Present value of defined benefit
obligation
Fair value of plan assets
Net defined benefit liability
December 31,2023
$ 27,587
(20,614)
$ 6,973
December 31,2022
$ 28,824
(19,833)
$ 8,991
  • (4) Changes in the present value of the Company’s defined benefit obligations are presented below:
presented below:
Opening balance
Current service cost
Net interest expense
Remeasurement
Actuarial gains (losses) -
Experience adjustments
Actuarial gains (losses) -
Adjustments to
demographic assumptions
Actuarial gains (losses) -
Adjustments to financial
assumptions
Benefits paid for plan assets
Ending balance
2023
$ 28,824
161
403
269
-
259
(2,329)
$ 27,587
2022
$ 36,351
235
273
743
-
(1,858)
(6,920)
$ 28,824
  • (5) Changes in the fair value of the Company’s plan assets are presented below:
Opening balance
Interest income
Remeasurement
Return on plan assets
Contributions from employer
Benefits paid for plan assets
Ending balance
2023
$ 19,833
283
177
2,650
(2,329)
$ 20,614
2022
$ 23,557
180
2,181
835
(6,920)
$ 19,833

The Company expects to contribute NT$761 thousand to the defined benefit plan within one year after December 31, 2023.

162

  1. Defined contribution benefit plan

The Company’s employee retirement plan under the “Labor Pension Act” is a defined contribution plan. The Company contributes an amount equal to 6% of the employees’ monthly wages to the special accounts at the Bureau of Labor Insurance. In accordance with the above regulations, the pension costs recognized by the Company for the years ended December 31, 2023 and 2022 were NT$12,692 thousand and NT$12,495 thousand, respectively.

(XVIII) Share capital

As of December 31, 2023, the Company’s authorized common stock amounted to NT$1,000,000 thousand, with paid-in capital of NT$965,942 thousand, par value of NT$10 per share, divided into 96,594,171 shares.

(XIX) Capital surplus

  1. Pursuant to the Company Act, capital surplus may not be used except to cover a deficit or to increase capital. Capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.

  2. Pursuant to the Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. However, the capital increase is limited to a certain percentage of the paid-in capital each year. In addition, changes in ownership interest in subsidiaries recognized can be used to cover a deficit.

(XX) Retained earnings

Legal reserve should be appropriated until it reaches the total amount of paid-in capital. Legal reserve can be used to cover a deficit of the Company, and if there is no deficit, the excess of legal reserve over 25% of paid-in capital may be used to distributed new shares or cash to shareholders in proportion to their original shares.

The Company allocates and reverse the special reserve in accordance with Jin-Guan-Zheng-Fa-Zi No. 1090150022 and the “FAQ on the Allocation of Special Reserve after Adoption of International Financial Reporting Standards (IFRSs)”. If the

163

remaining balance of other shareholders’ equity is reversed, the reversed portion may be used to distribute earnings to the shareholders.

In accordance with the Company’s Articles of Incorporation, the Company’s annual net income after final settlement shall be used to pay taxes and cover the deficits of prior years, 10% of the remaining income shall be set aside as legal reserve and special reserve in accordance with the law, and the remaining balance shall be added to the undistributed earnings of prior years and a part of which retained as the capital required for the business growth, and then the Board of Directors shall prepare the earnings distribution proposal and submit it to the shareholders’ meeting for resolution.

At the shareholders’ meetings of the Company held on June 7, 2023 and June 15, 2022, respectively, the Company resolved to approve the earning distribution plan and the dividends per share for the years 2022 and 2021, respectively, as follows:

Legal reserve
The distribution items
are as follows:
Capital surplus
Cash dividends
Earningdistributionplan
2022
2021
$ 35,790
$ 13,278
-
28,979
154,551
115,913
Dividendsper share(NT$) Dividendsper share(NT$)
2022
$ 35,790
-
154,551
2022
$ -
1.6
2021
$ 0.3
1.2

The above distribution of earnings did not differ from the resolutions made by the Board of Directors on March 13, 2023 and March 15, 2022, respectively.

Information on the earning distribution condition proposed by the Board of Directors and resolved by the Shareholders’ Meeting, is available on the “Market Observation Post System” website of the Taiwan Stock Exchange.

The distribution of earnings for 2023 had been approved by the Board of Directors on March 5, 2024 as follows:

March 5, 2024 as follows:
Legal reserve
The distribution items are as follows:
Cash dividends
Earning distribution
plan
2023
$ 20,149
144,891
Dividends per share
(NT$)
2023
$ 1.5

164

The distribution of earnings for 2023 is to be resolved by the shareholders’ meeting to be held on June 18, 2024.

(XXI) Other equity items

Exchange differences arising from the translation adjustments of the financial statements of foreign operations are the relevant exchange differences generated from the translation of the functional currency of the net assets of foreign operations into the Company’s presentation currency (i.e., New Taiwan dollars), and are recognized directly in other comprehensive income. The losses and gains recognized in other comprehensive income for the years ended December 31, 2023 and 2022 were NT$(13,317) thousand and NT$17,410 thousand, respectively.

(XXII)Operating revenue

Operating revenue
Total operating revenue
Less: Sales returns and
discounts
Revenue from sales of goods
Maintenance and other income
2023
$ 1,580,643
(8,322)
$ 1,572,321
2023
$ 1,301,851
270,470
$ 1,572,321
2022
$ 2,292,233
(8,575)
$ 2,283,658
2022
$ 1,953,731
329,927
$ 2,283,658

1. Revenue segmentation

  • (1) The Company’s contract revenues are derived from the provision of goods and services transferred at a specific time.

  • (2) Major sales market by geography:

Domestic sales
Export
Asia
America
Europe
Other countries
2023
$ 279,810
654,406
327,990
275,380
34,735
$ 1,572,321
2022
$ 805,834
677,126
375,904
419,212
5,582
$ 2,283,658

165

2. Contract balance

  • (1) Changes in contract liabilities result from the difference between the fulfillment of contractual obligations and the payment from customers.
Contract liabilities December 31,2023
$ 57,348
December 31, 2022
$ 73,324
  • (2) Amount of opening contract liabilities recognized as revenue in current period is:
is:
Sales revenue
(XXIII) Other income
Rental income
Dividend revenue
Other income
2023
$ 38,510
2023
$ 3,240
23,308
24,403
$ 50,951
2022
$ 94,597
2022
$ 3,121
18,114
10,138
$ 31,373

(XXIV) Other gains and losses

Other gains and losses
Foreign currency exchange gain
Net gain (loss) on disposals of
property, plant and
equipment
Gains from disposal of financial
assets
Gain (loss) on financial
valuation at fair value
through profit or loss
Others
Finance costs
Interest on bank loans
Interest on lease liabilities
2023
$ 5,782
343
2,841
123,694
(469)
$ 132,191
2023
$ 28,647
57
$ 28,704
2022
$ 113,941
(241)
2,095
(11,149)
(565)
$ 104,081
2022
$ 19,729
168
$ 19,897

(XXV) Finance costs

166

(XXVI) Employee benefits, depreciation and amortisation expense

Employee benefits
expense
Salary expense
Labor and health
insurance expense
Pension expense
Director’s
remuneration
Other employee
benefit expenses
Depreciation
Amortisation
Employee benefits
expense
Salary expense
Labor and health
insurance expense
Pension expense
Director’s
remuneration
Other employee
benefit expenses
Depreciation
Amortisation
2023
Classified as
operating costs
$ 162,715
17,392
7,613
-
4,940
58,969
301
Classified as
operating
expenses
$ 98,912
10,724
5,360
3,360
2,707
12,327
1,440
2022
Total
$ 261,627
28,116
12,973
3,360
7,647
71,296
1,741
Classified as
operating costs
$ 179,735
18,202
8,305
-
7,317
59,728
297
Classified as
operating
expenses
$ 114,647
11,352
5,018
2,440
3,297
12,645
1,618
Total
$ 294,382
29,554
13,323
2,440
10,614
72,373
1,915

As of December 31, 2023 and 2022, the Company had 368 and 423 employees, respectively, including 7 and 5 directors who were not employees concurrently.

In accordance with the Company’s Articles of Incorporation, if the Company makes a profit during the year, the Company shall set aside not less than 3% to 8% as compensation to employees and not more than 2% as remuneration to directors and supervisors. The Company may distribute the above compensation to employees of its

167

subsidiaries who meet certain criteria, and the terms and methods of distribution shall be determined by the Board of Directors. However, if the Company has accumulated deficit, an amount to cover such deficit shall be reserved in advance.

In 2023, the Company estimated employees’ compensation of NT$16,000 thousand and directors’ and supervisors’ remuneration of NT$2,750 thousand, respectively. The estimation is based on the past experience of actual distribution, the net income of the current period, and the percentage specified in the Articles of Incorporation, and the estimates are recognized as operating costs or expenses in the current year. If the actual distributed amounts in the following year are different from the estimates, they shall be handled as changes in accounting estimates, and the difference will be recognized as the profit or loss of the following year, with the related information disclosed on the Market Observation Post System (MOPS).

In 2022, the Company’s compensation to employees and remuneration to directors and supervisors amounted to NT$16,000 thousand and NT$1,800 thousand, respectively, and the related information is available on the MOPS. There was no difference between the actual distributed amounts and the estimated amounts.

The average employee benefit expenses of the Company were NT$860 thousand and NT$832 thousand in 2023 and 2022, respectively.

The average employee salary expenses of the Company were NT$725 thousand and NT$704 thousand in 2023 and 2022, respectively.

In 2023, the change in the Company’s average employee salary expenses was 3.0%. The information on the Company’s salary and remuneration policy (including directors, supervisors, managerial officers and employees) is as follows:

  1. Remuneration to directors

The Company’s general directors and independent directors’ remuneration policy is determined according to their responsibilities, risks, invested time and other factors. In accordance with the Articles of Association of the Company, the remunerations to the Chairman, Vice-Chairman and directors of the Company shall be authorized to be determined by the Board of Directors according to the degree of their participation in the operation of the Company and the value of their contributions, taking into account both the domestic and foreign industry standards.

168

The Articles of Association also separately provide for a remuneration of the directors to be not more than 2% of the annual profit of the Company.

  1. Remuneration to supervisor

Since June, 2020, the Company established an Audit Committee to replace the supervisor system.

  1. Remuneration to the managerial officers

The remuneration of the managerial officers of the Company shall be considered by the Remuneration Committee and submitted to the Board of Directors for resolution based on their positions, contributions, the Company’s operating performance for the year and taking into account the Company’s future risks.

  1. 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. As stipulated in the Articles of Association, not less than 3% - 8% of the annual profit of the Company shall be used as the compensation to the employees.

In addition to setting competitive salary levels based on local labor market conditions, the Company’s (overseas) subsidiaries also provide annual bonuses to employees with reference to local laws and regulations, industry practices, and the overall operating performance of each subsidiary, in order to encourage employees to make long-term contributions and grow with the Company.

(XXVII)Income tax

  1. Income tax expense

Income tax expenses for the years ended December 31, 2023 and 2022 are as follows:

ollows:
Current income tax:
Income tax generated in current year
Adjustment on income tax of prior years
Deferred income tax
Deferred tax expense related to the
generation and reversal of temporary
differences
Income tax expense
2023
$ 52,870
(4,073)
(18,621)
$ 30,176
2022
$ 48,783
735
36,196
$ 85,714

169

  • (1) The components of income tax expense recognized in profit or loss for the years ended December 31, 2023 and 2022 are as follows:
2023 2022
Net profit before tax $ 240,987 $ 439,856
Tax amount calculated by applying
statutory rate to net profit before
tax $ 48,197 $ 87,971
Influenced tax amount of adjusted
items:
Impacts of items not included for
calculation of taxable income 11,491 (22,441)
Income tax reduction (14,662) (16,747)
Tax levied on undistributed
earnings 7,844 -
Adjustment on income tax of prior
years (4,073) 735
Net change in deferred income tax
Temporary differences (18,621) 36,196
Income tax expense recognized in
profit or loss
$ 30,176 $ 85,714
(2) Income tax expenses recognized under other comprehensive income for the
years ended December 31, 2023 and 2022 are as follows:
2023 2022
Items that will not be reclassified
subsequently to profit or loss:
Remeasurement of defined
benefit plan $ (70) $ 659
Items that may be reclassified
subsequently to profit or loss
Exchange difference on
translation of financial
statements of foreign
operations $ (3,330) $ 4,353

170

  1. Deferred tax assets and liabilities are classified as follows:
Exceeding amount of allowance for
uncollectible accounts
Unrealized exchange losses
Unrealized loss on market value decline
and obsolete and slow-moving
inventories
Unrealized sales profit
Unrealized attendance bonus
Unrealized warranty expense
Exceeding amount of pension and actuarial
loss
Exchange difference on translation of
financial statements of foreign operations
Investment tax credit - Resource-poor areas
Others
Deferred tax assets Deferred tax assets
December 31,
2023
$ 936
-
71,396
5,055
1,439
767
1,382
3,586
-
59
$ 84,620
December 31,
2022
$ 1,952
(21,495)
63,192
5,765
1,157
1,054
1,785
734
-
70
$ 54,214
Unrealized exchange income or loss
Share of profit or loss of subsidiaries,
associates and joint ventures accounted
for using equity method
Deferred income tax liabilities Deferred income tax liabilities
December 31,
2023
$ 3,907
104,270
$ 108,177
December 31,
2022
$ -
99,315
$ 99,315

171

2023
Temporary differences
Exceeding amount of allowance for
uncollectible accounts
Unrealized exchange losses
Unrealized loss on market value decline
and obsolete and slow-moving
inventories
Unrealized sales profit
Unrealized attendance bonus
Unrealized warranty expense
Exceeding amount of pension and
actuarial loss
Exchange difference on translation of
financial statements of foreign
operations
Investment tax credit - Resource-poor
areas
Others
Total deferred tax assets
Unrealized exchange income or loss
Share of profit or loss of subsidiaries,
associates and joint ventures
accounted for using equity method
Total deferred income tax liabilities
Opening
balance
$ 1,952
(21,495)
63,192
5,765
1,157
1,054
1,785
734
-
70
$ 54,214
$ -
99,315
$ 99,315
Recognized in
profit or loss
$ (1,016)
21,495
8,204
(710)
282
(287)
(473)
-
-
(11)
$ 27,484
$ 3,907
4,955
$ 8,862
Recognized in other
comprehensive
income
$ -
-
-
-
-
-
70
2,852
-
-
$ 2,922
$ -
-
$ -
Ending
balance
$ 936
-
71,396
5,055
1,439
767
1,382
3,586
-
59
$ 84,620
$ 3,907
104,270
$ 108,177

172

2022
Temporary differences
Exceeding amount of allowance for
uncollectible accounts
Unrealized exchange losses
Unrealized loss on market value decline
and obsolete and slow-moving
inventories
Unrealized sales profit
Unrealized attendance bonus
Unrealized warranty expense
Exceeding amount of pension and
actuarial loss
Exchange difference on translation of
financial statements of foreign
operations
Investment tax credit - Resource-poor
areas
Others
Total deferred tax assets
Share of profit or loss of subsidiaries,
associates and joint ventures
accounted for using equity method
Total deferred income tax liabilities
Opening
balance
$ 7,989
8,536
57,949
4,784
1,377
871
2,544
4,669
14,250
80
$ 103,049
$ 107,360
$ 107,360
Recognized in
profit or loss
$ (6,037)
(30,031)
5,243
981
(220)
183
(100)
-
(14,250)
(10)
$ (44,241)
$ (8,045)
$ (8,045)
Recognized in other
comprehensive
income
$ -
-
-
-
-
-
(659)
(3,935)
-
-
$ (4,594)
$ -
$ -
Ending
balance
$ 1,952
(21,495)
63,192
5,765
1,157
1,054
1,785
734
-
70
$ 54,214
$ 99,315
$ 99,315
  1. Information on investment tax credit:

The Company chose to apply the investment tax credit to the research and development expenditures under Article 10, paragraph 1, subparagraph 1 of the Statute for Industrial Innovation, and offset the amount of income tax payable for the current year up to a limit of 15% of the amount of research and development expenditures declared in accordance with the relevant regulations.

The Company chose to apply the tax credit method to investment in intelligent machinery, fifth-generation mobile communication systems and information security products or services by corporations or limited partnerships, and offset the amount of income tax payable for the current year up to a limit of 5% of the amount of expenditures for information security products declared in accordance

173

with the relevant regulations.

  1. As of December 31, 2022, all of the estimated income tax credits under the Rules of the Statute for Upgrading Industries have been offset by the Company in the current year.

  2. The Company’s business income tax returns for the year 2021 have been approved by the tax authority.

(XXVIII) Earnings per share

Basic earnings per share
Profit for the year
Effect of potential dilutive
common shares Employee
bonus
Net profit attributable to
ordinary shareholders plus
effect of potential ordinary
shares
Basic earnings per share
Profit for the year
Effect of potential dilutive
common shares Employee
bonus
Net profit attributable to
ordinary shareholders plus
effect of potential ordinary
shares
2023
Amount
Before tax
After tax
$ 240,987
$ 210,811
$ 240,987
$ 210,811
Weighted average
number of ordinary
shares outstanding
(shares in thousands)
96,594
492
97,086
2022
Earnings per share
(NT$)
Before tax
$ 240,987
$ 240,987
Before
tax
$ 2.49
$ 2.48
After tax
$ 2.18
$ 2.17
Amount
Before tax
After tax
$ 439,857
$ 354,143
$ 439,857
$ 354,143
Weighted average
number of ordinary
shares outstanding
(shares in thousands)
96,594
516
97,110
Earnings per share
(NT$)
Before tax
$ 439,857
$ 439,857
Before
tax
$ 4.55
$ 4.53
After tax
$ 3.67
$ 3.65

174

If the Company chooses to issue stock or cash as compensation to employees, for compensation to be paid by issuance of shares, the potential common shares shall be included in the weighted average number of outstanding shares when such shares have a dilutive effect for the purpose of calculating diluted earnings per share. In calculating the diluted earnings per share, the number of shares to be issued is based on the net value of the potential common share on the balance sheet date. The dilutive effect of such potential common shares shall continue to be taken into account in calculating the diluted earnings per share until the number of shares to be issued as employees’ compensation is resolved at the shareholders’ meeting in the following year.

(XXIX) Capital management

Based on the current industry characteristics of the business and the future development of the Company, as well as changes in the external environment and other factors, the Company plans for its working capital and dividend expense requirements in the future, so as to ensure that the Company can continue its operations, reward its shareholders and take into account the interests of other stakeholders, and maintain an optimal capital structure to enhance shareholders’ value in the long term.

The Company’s management reviews its capital structure on a regular basis and considers the costs and risks that may be associated with the above capital structure. In general, the Company adopts a prudent risk management strategy.

(XXX)Supplemental cash flow information

Investing activities with partial cash payments:

Purchase of property, plant and
equipment
Add: Opening balance of payable
on equipment
Less: Ending balance of payable
on equipment
Cash paid during the year
2023
$ 43,208
1,086
(212)
$ 44,082
2022
$ 19,071
2,312
(1,086)
$ 20,297

175

VII. Related Party Transactions

(I) Names of related parties and relationship

==> picture [426 x 15] intentionally omitted <==

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

Related party name Relationship with the Company
----- End of picture text -----

Related party name Relationship with the Company
Goodway Machine Corp. Parent company
Awea Mechantronic (Suzhou) Ltd. Subsidiaries
Shanghai Zhuwai Mechanical and Subsidiaries
Electrical Co., Ltd.
Yih Chuan Machinery Industry Co., Subsidiaries
Ltd.
Yih Chuan Machinery (Jiaxing) Subsidiaries
Industry Co., Ltd.
Yama Seiki USA, Inc. Associates
Huahan Leasing Co., Ltd. Associates
Allrich Cnc, Ltd. Substantive related party
Hung Jiu Machine Co., Ltd. Substantive related party
Turvo International Co., Ltd. Other related parties
Boldwin Bio Co., Ltd. Other related parties

(II) Significant transactions with the related parties

1.
Sales
Parent company
Subsidiaries
Awea Mechantronic
(Suzhou)
Others
Associates
Yama Seiki
Others
Other related parties
2023
$ 8,705
255,365
158
299,505
-
93
$ 563,826
2022
$ 1,396
287,814
7,910
240,190
31,160
1
$ 568,471

The Company sells products of different specifications to related parties, and has no other customers to compare with. The collection terms for the Company’s sales to related parties and general customers are based on the contracts.

176

2.
Purchases
Parent company
Subsidiaries
Associates
Substantive related
party
Other related parties
2023
$ 1,167
12,074
6,566
4,204
35
$ 24,046
2022
$ 159
22,468
-
3,573
-
$ 26,200

The transaction prices of the Company’s purchases from related parties are similar to those of general transactions.

3.
Notes receivable, net
Parent company
Subsidiaries
Other related parties
4.
Accounts receivable, net
Parent company
Subsidiaries
Awea
Mechantronic
(Suzhou)
Others
Associates - Yama
Seiki
Other related parties
5.
Other receivables
Subsidiary - Yih
Chuan
December 31,2023
$ 852
-
6
$ 858
December 31,2023
$ 10
78,173
30
43,474
35
$ 121,722
December 31,2023
$ 61,626
December 31,2022
$ 1,030
30
-
$ 1,060
December 31,2022
$ 170
35,351
-
33,396
-
$ 68,917
December 31, 2022
$ 70,042
$

177

6.
Notes payable
December 31,2023
Parent company
$ 267
Subsidiaries
1,821
Substantive related
party
263
Other related parties
36
$ 2,387
7.
Accounts payable
December 31,2023
Parent company
$ 129
Subsidiaries
1,209
Substantive related
party
221
$ 1,559
8.
Other payables
December 31,2023
Parent company
$ 1,042
Subsidiaries
151
Other related parties
16
$ 1,209
9.
Prepayments
December 31,2023
Parent company
$ 26
Other related parties
-
$ 26
10. Advance receipts
December 31,2023
Parent company
$ 190
11. Current lease liabilities
December 31,2023
Parent company
$ 499
12. Non-current lease liabilities
December 31,2023
Parent company
$ -
December 31,2022
$ 146
11,256
368
$ 11,770
December 31,2022
$ 21
709
759
$ 1,489
December 31,2022
$ 1,177
489
11
$ 1,677
December 31,2022
$ 29
48
$ 77
December 31,2022
$ 1,045
December 31, 2022
$ 1,190
December 31, 2022
$ 499

178

13. Leases
Rental income
Parent company
Other related parties
14. Others
Other income
Parent company
Subsidiaries
Associates - Yama
Seiki
Operating costs -
warranty expense
Subsidiaries
Manufacturing
expenses
Parent company
Subsidiaries
Associates
Substantive related
party
Other related parties
Selling and marketing
expenses
Parent company
Subsidiaries
Associates
Other related parties
2023
1,146
43
1,189
2023
369
1,514
16,970
18,853
2023
201
2023
714
234
461
2,610
39
4,058
2023
2,430
85
7
70
2,592
2022
$ $ 1,110
-
$ 1,110
$
2022
$ $ 461
-
84
$ 545
$
2022
$ 659
$
2022
$ $ 770
229
-
-
66
$ 1,065
$
2022
$ $ 2,392
483
10
77
$ 2,962
$

179

General and
administrative
expenses
Parent company
Interest income
Subsidiaries
2023
$ 3
2023
$ 1,423
2022
$ 44
2022
$ 1,004

15. Loans to related parties (recorded as other receivables)

The actual expenditures of the Company’s loans to related parties are as follows:

Subsidiary - Yih
Chuan
2023
$ 60,000
2022
$ 70,000

The Company’s loans to related parties bear interest at the rates agreed between the Company and the related parties, and no impairment loss needs to be recognized through valuation.

16. Information on main management rewards

Short-term employee
benefits
Post-employment
benefits
2023
$ 7,237
279
$ 7,516
2022
$ 16,763
456
$ 17,219

Compensation for key management personnel is determined by the Remuneration

Committee based on individual performance and the Company’s operating results.

VIII.Pledged Assets

The Company’s assets pledged as collaterals are summarized as follows:

Name of asset
Property, plant and equipment - land
Property, plant and equipment - property and
building
Other current assets - restricted bank deposit
Financial assets measured at amortized cost -
pledged time deposits
December 31,2023
$ 377,341
705,019
-
10,137
$ 1,092,497
December 31,2022
$ 377,341
738,391
187,946
-
$ 1,303,678

180

The financial assets measured at amortized cost are performance security guarantees in the deposit pledge provided by the Company to rent the land of Central Taiwan Science Park.

IX. Significant Contingent Liabilities and Unrecognized Contract Commitments

The Company’s commitments and contingencies as of December 31, 2023 include:

  • (I) The amount of guaranteed bills issued by the Company was NT$2,786 thousand.

  • (II) The amount of guaranteed bills collected by the Company from the customers was NT$69,866 thousand.

  • (III) The amount of guaranteed bills collected by the Company from the manufacturers due to solar photovoltaic lease was NT$ 21,180 thousand.

  • (IV) The amount of guaranteed bills received by the Company for the construction of Dapumei Plant Phase II was NT$21,780 thousand.

  • (V) The amount of the loan guarantee notes collected by Company from the subsidiary - Yih Chuan Company were NT$ 70,000 thousand.

  • (VI) In order to guarantee the release of imported goods before paying tax to the Customs Administration, the Company has entrusted the First Bank to issue a guarantee letter at the amount of NT$2,000 thousand.

  • X. Significant Disaster Loss: None.

XI. Significant Events after the Balance Sheet Date: None.

XII. Others:

Financial instruments

  • (I) Information on fair value of financial instruments

  • The carrying amounts of the Company’s financial instruments not measured at fair value, including cash equivalents, notes receivable, accounts receivable, other receivables, refundable deposits, short-term borrowings, short-term notes and bills payable, notes payable, accounts payable, other payables, bonds payable, long-term borrowings, and guarantee deposits received, are the reasonable approximates of their fair values. The interest rates of bonds payable (including those due within one year or under repurchase rights) and long-term loans (including those due within one year) approximate market interest rates; therefore, the carrying amounts should be a reasonable basis for approximation of fair values. For information on the fair value of financial instruments measured at fair value, please refer to Note XII(VI).

181

  • (II) Financial risk management objectives

The objectives of the Company’s financial risk management are to manage the exchange rate risk, interest rate risk, credit risk and liquidity risk associated with its operating activities. In order to reduce relevant financial risks, the Company is committed to identifying, evaluating and avoiding market uncertainties, so as to reduce the potential adverse impact of market changes on the Company’s financial performance.

Significant financial activities of the Company are reviewed by the Board of Directors in accordance with relevant norms and internal control systems. During the execution period of the financial plan, the Company must comply with the relevant financial operating procedures regarding the overall financial risk management and the division of rights and responsibilities.

  • (III) Market risks

The Company is primarily exposed to market risks arising from changes in foreign currency exchange rates and interest rates, and uses certain derivative financial instruments to manage the related risks.

  1. Foreign currency exchange rate risk

  2. Some of the Company’s cash inflows and outflows are in foreign currencies, which has a partially natural hedging effect; the Company’s exchange rate risk management is for hedging purpose, other than for profit purpose.

The exchange rate risk management strategy is to periodically review net parts of the assets and liabilities in various currencies, and make risk management of such parts.

182

The carrying amounts of the Company’s foreign-currency-denominated monetary assets and monetary liabilities at the end of the reporting period are summarized below:

Unit: Foreign currency/ NT$ thousand

December 31, 2023

Unit: Foreign currency/ NT$ thousand
December 31,2023
Unit: Foreign currency/ NT$ thousand
31,2023
Unit: Foreign currency/ NT$ thousand
31,2023
Unit: Foreign currency/ NT$ thousand
31,2023
Unit: Foreign currency/ NT$ thousand
31,2023
Financial assets
Monetary items
USD
EUR
CNY
Non-monetary
items
USD
Financial liabilities
Monetary items
USD
JPY
CNY
Non-monetary
items
USD
EUR
Financial assets
Monetary items
USD
EUR
CNY
Non-monetary
items
USD
Financial liabilities
Monetary items
USD
JPY
CNY
Non-monetary
items
USD
Foreign
currencies
27,002
5,352
29,033
-
46
6,602
35
832
1
Exchange
rate (Note)
30.655
33.78
4.302
-
30.655
0.2152
4.302
30.655
33.78
Sensitivityanalysis
NTD
Rate of
change
Profit and
loss impact
Equity
impact
827,746
5%
41,387
-
180,791
5%
9,040
-
124,900
5%
6,245
-
-
-
-
-
1,410
5%
71
-
1,421
5%
71
-
151
5%
8
-
25,505
-
-
-
34
-
-
-
Unit: Foreign currency/ NT$ thousand
December 31,2022
Sensitivityanalysis
Equity
impact
Foreign
currencies
56,209
3,012
8,631
-
148
2,869
90
1,551
Exchange
rate (Note)
30.66
32.52
4.383
-
30.66
0.2304
4.383
30.66
NTD
1,723,368
97,950
37,830
-
4,538
661
394
47,554
Sensitivityanalysis
Rate of
change
5%
5%
5%
-
5%
5%
5%
-
Profit and
loss impact
86,168
4,898
1,892
-
227
33
20
-
Equity
impact
-
-
-
-
-
-
-
-

(Note) Based on the exchange rate on the balance sheet date.

183

  1. Interest rate risk

Interest rate risk is the risk of changes in fair value of financial instruments due to changes in market interest rates. The Company’s interest rate risk arises mainly from borrowings at variable interest rates.

If the borrowings at floating rate at the end of the reporting period are held for the entire reporting period, a 1% increase in interest rates would result in a decrease in net income of NT$15,450 thousand.

3. Other price risk

The price risk of the Company’s equity instrument investments arises mainly from the financial assets classified as measured at fair value through profit or loss, and the financial assets classified as measured at fair value through other comprehensive income.

If the price of equity instruments at the end of the reporting period decreases by 10%, the Company’s income would decrease by NT$53,892 thousand and NT$38,746 thousand in 2023 and 2022, respectively.

  • (IV) 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’s credit risk mainly comes from receivables arising from operating activities and bank deposits arising from investment activities. The operation-related credit risks and the financial credit risks are under separate management.

  1. Operation-related credit risks

In order to maintain quality of accounts receivable, the Company has established the procedure for management of operation-related credit risks. According to the Company’s credit policy, the Company is responsible for managing and analyzing the credit risk for each new customer. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors.

The risk assessment of individual customers takes into account many factors that may affect the customers’ ability to pay, including the customers’ financial position, ratings of credit rating agency, the Company’s internal credit rating, historical

184

transaction records and current economic conditions, etc. The Company also utilizes certain credit enhancement tools, such as credit insurance, when appropriate, to minimize the credit risk of specific customers.

As of December 31, 2023 and 2022, the balance of accounts receivable of the top ten customers accounted for 84% and 80% of the Company’s balance of accounted receivable respectively, and the credit concentration risk of the remaining accounts receivable was relatively insignificant.

2. Financial credit risk

The credit risk of bank deposits is measured and monitored by the financial departments of the Company. As the Company’s trading partners and performing parties are banks with good credit and financial institutions, corporate organizations and government agencies with investment grade or above, without significant concern about performance of the contract, therefore, there is no significant credit risk.

(V) Liquidity risk

The Company’s objective in managing liquidity risk is to maintain cash and cash equivalents and sufficient bank facilities required for maintaining operations, so as to ensure sufficient financial resilience of the Company.

The following table summarizes the financial liabilities of the Company during the agreed repayment period by maturity date and undiscounted maturity amount:

185

Non-derivative financial
liabilities
Short-term borrowings
Short-term notes and bills
payable
Notes payable (including
related parties)
Accounts payable
(including related parties)
Other payables (including
related parties)
Provisions
Lease liabilities (including
related parties)
Guarantee deposits
received
Non-derivative financial
liabilities
Short-term borrowings
Short-term notes and bills
payable
Notes payable (including
related parties)
Accounts payable
(including related parties)
Other payables (including
related parties)
Provisions
Lease liabilities (including
related parties)
Guarantee deposits
received
December 31,2023 December 31,2023
1 to 3 months
$ 1,165,000
79,987
206,408
84,637
88,161
11,032
334
428
$ 1,635,987
4 to 6 months
7 to 12 months
$ 185,000
$ 115,000
-
-
57,940
-
40
137
-
-
-
-
235
69
-
-
$ 243,215
$ 115,206
December 31,2022
Over 1years
$ -
-
-
239
-
-
280
-
$ 519
Total
$ 1,465,000
79,987
264,348
85,053
88,161
11,032
918
428
$ 1,994,927
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 to 12 months
$ 115,000
-
-
234
-
-
5,724
-
$ 120,958
Over 1years
$ -
-
-
820
-
-
918
-
$ 1,738
Total
$ 1,880,000
289,641
405,275
74,317
90,783
11,055
12,338
628
$ 2,764,037

186

(VI) Fair value

  1. For information on the fair value of the Company’s financial instruments not measured at fair value, please refer to Note XII (I).

  2. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:

  3. (1) Level 1: The inputs to this level are publicly quoted prices (unadjusted) in active markets for identical assets or liabilities. Active market means a market that meets all of the following conditions: the products traded in the market are homogeneous; willing buyers and sellers are readily available in the market, and the price information is readily available to the public.

  4. (2) Level 2: the input values of this level are observable prices other than publicly quoted prices in Level 1, including direct (such as prices) or indirect (such as derived from prices) observable input values obtained from the active market.

  5. (3) Level 3: the input values of this level are not inputs for assets or liabilities that are based on observable market data.

    • For the years ended December 31, 2023 and 2022, the Company had no transfer between Level 1 and Level 2.

    • For the years ended December 31, 2023 and 2022, the Company had no transfer into or out from Level 3.

  6. The methods and assumptions the Company used to measure fair value are as follows:

  7. (1) The fair values of financial assets and financial liabilities with standard terms and conditions and traded in active markets are determined by reference to quoted market prices.

  8. (2) The fair values of other financial liabilities are determined using generally accepted valuation models based on discounted cash flow analysis.

  9. Fair value hierarchy:

The fair value hierarchy of the Company’s financial assets measured at fair value is as follows:

187

Financial assets at FVTPL
Listed and OTC stocks
Financial assets at FVTOCI
Listed and OTC stocks
Financial assets at FVTPL
Listed and OTC stocks
Financial assets at FVTOCI
Listed and OTC stocks
December 31,2023 December 31,2023
Level 1
$ 536,929
1,991
$ 538,920
Level 2
Level 3
$ -
$ -
-
-
$ -
$ -
December 31,2022
Total
$ 536,929
1,991
$ 538,920
Level 1
$ 377,002
10,458
$ 387,460
Level 2
$ -
-
$ -
Level 3
$ -
-
$ -
Total
$ 377,002
10,458
$ 387,460

XIII.Additional Disclosures

  • (I) Significant transactions information:

  • Loaning funds to others: Refer to Table 1.

  • Provision of endorsements and guarantees to others: None.

  • Holding of marketable securities at the end of the period (not including investment in subsidiaries, associates and joint ventures)

  • Acquisition or sale of the same security with the accumulated cost exceeding NT$300 million or 20% of the Company’s paid-in capital: None.

  • Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

  • Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

  • Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more: Refer to Table 3.

  • Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: None;

  • Derivative transactions: Please refer to Note XII for details.

  • (II) Information on investees: Refer to Table 4.

  • (III) Information on Investment in Mainland China: Refer to Table 5.

188

  • (IV) Information on major shareholders: names, numbers of shares held, and shareholding percentages of shareholders who hold 5% or more of the equity: Refer to Table 6.

XIV. Segment Information

The Company has disclosed segment information in the consolidated financial statements in accordance with IFRS 8 “Operating Segments”.

189

Table 1: Loaning Funds to Others

December 31, 2023

Unit: NT$ thousand (unless stated otherwise)

No.
(Note 1)
Companies
loaning fund
Companies
that fund is
loaned to
Transaction
items
Related
party
Maximum
amount of
the current
period
(Note 3)



Ending
balance
(Note 4)
Amount
drawn
Interest
rate
Type of
loans
Amount of
transaction
Cause for
necessity of
short-term
financing
Amount of
transaction
Cause for
necessity of
short-term
financing
Amount of
allowance
for
uncollectible
accounts
Collateral
Name
Value
Collateral Collateral Loaning limit
to individual
objects
(Note 2)
Total loaning
limit to others
(Note 2)
Value
0 AWEA
Mechantronic
Co., Ltd.
Yih Chuan
Machinery
Industry Co.,
Ltd.
Other
receivables -
related
parties
Yes 150,000 70,000 60,000 2.05% With
necessity of
short-term
financing
140 Operating
turnover
- Promissory
note
70,000 329,385 1,317,541
1 Shanghai
Zhuwai
Mechanical
and Electrical
Co.,Ltd.
Awea
Mechantronic
(Suzhou) Ltd.
Other
receivables -
related
parties
Yes 107,930
(CNY
25,000)
107,930
(CNY
25,000)
43,020 3.45%
~
3.55%
With
necessity of
short-term
financing
- Operating
turnover
- - - 150,752 150,752
1 Shanghai
Zhuwai
Mechanical
and Electrical
Co.,Ltd.
Yih Chuan
Machinery
(Jiaxing)
Industry Co.,
Ltd.
Other
receivables -
related
parties
Yes 29,216
(CNY
6,700)
21,765
(CNY
5,000)
- 3.45% With
necessity of
short-term
financing
- Operating
turnover
- - - 150,752 150,752

Note 1: The explanation for the numbering column is as follows:

(1) Fill in 0 for issuer.

(2) The investees are coded sequentially beginning from “1” by each individual company.

Note 2: The loaning limit to individual objects shall not exceed 10% of their net value of the current period, and the total loaning limit shall not exceed 40% of their net value of the current period.

Note 3: The maximum balance of loaning funds to others of the current year.

Note 4: It is the loaning limit approved by the Board of Directors.

190

Table 2: Holding of Marketable Securities at the End of the Period (Not Including Investment in Subsidiaries, Associates and Joint Ventures)

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December 31, 2023 Unit: NT$ thousand (unless stated otherwise)
Marketable securities type Relationship with the December 31, 2023
Held company name Financial statement account Number of Carrying Ownership Fair value Remark
and name company
shares amount (%) (Note 1)
AWEA Mechantronic Financial assets at FVTPL -
Stock- AUTECH EUROPE - 50 - (Note 2) 5.00% -
Co., Ltd. non-current
AWEA Mechantronic Stock- P-Duke Technology - Financial assets at FVTPL - current 1,063,852 102,555 1.29% 102,555
Co., Ltd. Co., Ltd.
AWEA Mechantronic Stock- Turvo International
Other related parties Financial assets at FVTPL - current 2,873,000 399,347 4.77% 399,347
Co., Ltd. Co., Ltd.
AWEA Mechantronic Stock- Eagle Cold Storage - Financial assets at FVTPL - current 968,000 29,040 0.81% 29,040
Co., Ltd. Enterprise Co., Ltd.
Stock- Taiwan
AWEA Mechantronic Semiconductor
- Financial assets at FVTPL - current 10,000 5,930 - 5,930
Co., Ltd. Manufacturing Company
Limited
AWEA Mechantronic Stock- Zeng Hsing Industrial - Financial assets at FVTPL - current 534 57 - 57
Co., Ltd. Co., Ltd.
AWEA Mechantronic Financial assets at FVOCI -
Stock- Fittech Co., Ltd. - 29,846 1,991 0.04% 1,991
Co., Ltd. non-current
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Note 1: If the investee company does not have a quoted market price, the net equity value shall be presented.

Note 2: In 1996, due to value impairment and little hope of recovery of the investee companies, all were recognized as losses.

191

Table 3: Purchases or Sales of Goods from or to Related Parties Reaching NT$100 Million or 20% of Paid-in Capital or More

December 31, 2023 December 31, 2023 Unit: NT$ thousand (unless stated otherwise) Unit: NT$ thousand (unless stated otherwise) Unit: NT$ thousand (unless stated otherwise) Unit: NT$ thousand (unless stated otherwise) Unit: NT$ thousand (unless stated otherwise)
Company name Counterparty Relationship Transaction details Abnormal transaction
(Note 1)
Notes/ accounts payable or
receivable
Remark
Purchases/
sales

Amount
% to Total Payment
terms
Unit price Payment
terms
Ending
balance
% to total notes and
accounts receivable
(payable)
AWEA
Mechantronic
Co.,Ltd.
Awea
Mechantronic
(Suzhou)Ltd.
Subsidiaries
under sub-
subsidiaries
Sales $ 255,365 16.24% 3 months
after shipped
- - $ 78,173 16.07% -
AWEA
Mechantronic
Co.,Ltd.
Yama Seiki
USA, Inc.
Subsidiaries Sales $ 299,505 19.05% 3 months
after shipped
- - $ 43,474 8.94% -

Note 1: Since the products sold by the Company to its related parties AWEA Suzhou and Yama Seiki have different features, there are no other customers available for comparison; in addition, its collection terms and the collection terms for general customers are determined by contract.

192

Table 4: Names, Locations and Other Information of Investee Companies (Not Including Investees in Mainland China)

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December 31, 2023 Unit: NT$/ Foreign currency thousand (unless stated otherwise)
Recognized
Initial investment amount Held at the end of period Current profit investment
(loss) of the gains (losses)
Investor company Investee company Location Main business activities Remark
December 31, December 31, Number of Ownership Carrying invested in the current
2023 2022 shares (%) amount company period
(Note 1)
AWEA
B-Way (Cayman) Cayman International investment
Mechantronic Co., $ 332,212 $ 332,212 10,665,029 100.00% $ 694,302 $ 57,841 $ 57,652 (Note 1)
Co., Ltd. Islands and international trade
Ltd.
AWEA Machinery sales and
Yama Seiki USA,
Mechantronic Co., USA installation, 53,968 53,968 584,192 28.58% 108,435 24,042 6,901 -
Inc.
Ltd. international trade
Manufacturing of
machinery and
AWEA Yih Chuan
equipment, design of
Mechantronic Co., Machinery Industry Taiwan 264,592 264,592 5,914,800 60.00% 141,254 (51,263) (30,757) (Note 1)
products, wholesale of
Ltd. Co., Ltd.
machinery, and retail of
mechanical appliances
AWEA
Huahan Leasing Co., Rental of machinery and
Mechantronic Co., Taiwan 7,333 7,333 666,667 13.33% 8,278 2,080 277 -
Ltd. equipment
Ltd.
B-Way (Cayman) Billion-Way Cayman International investment USD 12,830 USD 12,830
12,829,840 100.00% 706,493 58,052 58,052 (Note 1)
Co., Ltd. (Cayman) Co., Ltd. Islands and international trade (NTD 393,304) (NTD 393,304)
Yih Chuan USA -
Axtron Int’l International investment
Machinery Industry Marshall 200,000 200,000 50,000 100.00% 205,164 (21,254) (21,254) (Note 1)
Investment Co., Ltd. and international trade
Co., Ltd. Islands
Axtron Int’l
Axtron Int’l International investment HKD 10 HKD 10
Investment Co., Hong Kong 10,000 100.00% 205,163 (21,254) (21,254) (Note 1)
Investment Limited and international trade (NTD 39) (NTD 39)
Ltd.
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Note 1: It has been written off.

193

Unit: NT$ thousand (unless stated otherwise)

Table 5: Information on Investments in Mainland China

December 31, 2023

  1. Name of the investee company in Mainland China, main business items, paid-in capital, method of investment, inward/outward remittance of funds,

percentage of ownership, carrying value of investment, and gain or loss on repatriated investment:

Name of
investee
Main business
activities
Paid-in capital Investment
method
(Note 1)
Accumulated
investment
amount remitted
from Taiwan at
the beginning of
the period


Amount remitted
from Taiwan to
Mainland China/
Amount remitted
back to Taiwan
for currentperiod


Amount remitted
from Taiwan to
Mainland China/
Amount remitted
back to Taiwan
for currentperiod


Accumulated
investment
amount remitted
from Taiwan at
the end of the
period
Current
profit and
loss of the
invested
company
Ownership
percentage
of director
indirect
investment



Recognized
investment
gains and
losses in the
current period
(Note 2)
Carrying
amount of
investment
as of
December
31, 2023

Accumulated
inward
remittance of
earnings as of
December 31,
2023
Outflow Inflow
Shanghai
Zhuwai
Mechanical
and Electrical
Co.,Ltd.
Machinery sales and
installation, business
management
consultation, and
international trade
USD 2,500
(NTD 76,638)
(Note 3)
2 USD 2,494
(NTD 76,454)
(Note 3)
- - USD 2,494
(NTD 76,454)
(Note 3)
$ 7,597 100% $ 8,116 $148,859 USD 15,438
(NTD 479,279)
(Note 3)
Awea
Mechantronic
(Suzhou) Ltd.
Machinery sales,
manufacturing and
installation, and
international trade
USD 11,400
(NTD 349,467)
(Note 3)
2 USD 10,400
(NTD 318,812)
(Note 3)
- - USD 10,400
(NTD 318,812)
(Note 3)
58,604 100% 58,604 544,304 USD 4,706
CNY 49,580
(NTD 362,259)
Yih Chuan
Machinery
(Jiaxing)
Industry Co.,
Ltd.
Machinery sales,
manufacturing and
installation, and
international trade
USD 2,510
(NTD 76,944)
(Note 3)
2 USD 2,510
(NTD 76,944)
(Note 3)
- - USD 2,510
(NTD 76,944)
(Note 3)
(21,254) 100% (21,254) 205,163 -

194

2. Limit on investments in Mainland China:

Name of investor Accumulated investment amount
remitted from Taiwan to Mainland
China at the end of theperiod
Investment amounts authorized by
Investment Review Committee, MOEA
Limit on investments in Mainland
China imposed by the Investment
Review Committee,MOEA
The Company $ 395,266 (Note 3)
(USD 12,894)
$ 426,105 (Note 3)
(USD 13,900)
$ 1,976,311 (Note 5)
Yih Chuan Machinery
IndustryCo.,Ltd.
$ 76,944 (Note 3)
(USD 2,510)
$ 76,944 (Note 3)
(USD 2,510)
$ 140,612 (Note 5)

Note 1: Investment methods are divided into the following three types, just enter the code:

  • (1) Direct investment in Mainland China.

  • (2) Indirect investment in Mainland China through third-region companies.

  • (3) Other methods.

  • Note 2: The basis for recognition of investment gains and losses is the financial statements audited by CPAs for the same period.

Note 3: The NT$ amount is translated by the exchange rate on the balance sheet date.

  • Note 4: Dawei Mechantronic (Suzhou) Co., Ltd. was merged with AWEA Mechantronic (Suzhou) Ltd. in September, 2020, and AWEA Mechantronic (Suzhou) Ltd. is the surviving company. The merger was approved by the Investment Review Committee, MOEA under the letter No. 11000165350 in July 2021.

  • Note 5: The cumulative amount of the investor’s investment in Mainland China shall not exceed 60% of the net value.

  • Significant direct or indirect transactions through a third region business with the investee in the Mainland China: please refer to Table 4 for details.

195

Table 6: Information on Major Shareholders

December 31, 2023

Table 6: Information on Major Shareholders
December 31, 2023
Table 6: Information on Major Shareholders
December 31, 2023
Table 6: Information on Major Shareholders
December 31, 2023
Name of major shareholders
Number of shares held
Ownership (%)
Goodway Machine Corp.
47,962,311
49.65 %
De-Hua Yang
9,031,403
9.34 %
JiaJin Investment Co., Ltd. 6,256,388 6.47 %

196

  • V. The consolidated financial statements of the parent company and its subsidiaries reviewed and certified by CPAs in the latest year

Independent Auditors’ Report

To AWEA Mechantronic Co., Ltd.:

Audit Opinion

We have audited the accompanying consolidated balance sheets of AWEA Mechantronic Co., Ltd. and its Subsidiaries as at December 31, 2023 and 2022, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of AWEA Mechantronic Co., Ltd. and its subsidiaries as of December 31, 2023 and 2022 and for the years then ended, and its consolidated financial performance and its consolidated cash flows for the years then ended in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China, based on our audit results and the audit reports of other certified public accountants (CPAs).

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 of our report. We are independent of the Company and its subsidiaries 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 are convinced that we have acquired enough and appropriate audit evidence to serve as the basis of audit opinion.

197

EnWise CPAs & Co. 9F-1, No. 130, Taiyuan North Road, Taichung City TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918

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Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2023 of AWEA Mechantronic Co., Ltd. and its subsidiaries. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the consolidated financial statements for the year ended December 31, 2023 of AWEA Mechantronic Co., Ltd. and its subsidiaries are stated as follows:

Revenue recognition

The main source of revenue for AWEA Mechantronic Co., Ltd. and its subsidiaries is the sales of machining centers. In 2023, the recognized revenue was NT$2,241,199 thousand, which accounted for about 95% of the total operating revenue. Since the sales locations include Taiwan, Mainland China, Italy and the United States, the sales terms vary by customers, the risks of ownership and the time of compensation transfer shall be determined in accordance with the terms of the customer's orders or contracts, and the time and amount of revenue recognition can have a significant impact on the financial statements. Therefore, we have identified revenue recognition as one of the key audit matters.

For the accounting policies related to revenue recognition, please refer to Note IV to the consolidated financial statements.

We evaluated the reasonableness of the sales revenue recognition, performed the cut-off point test, and performed internal control tests to understand the design and implementation of the sales revenue recognition process and the related control system of AWEA Mechantronic Co., Ltd. and its subsidiaries. In addition, we conducted related control tests on the sales and collection cycles, sampled and checked the sales contracts to confirm the correctness of the information in the accounting system, performed reconciliations between the general ledger system and the sales system, and assessed whether the time of revenue recognition was in accordance with the relevant reporting regulations.

198

EnWise CPAs & Co. 9F-1, No. 130, Taiyuan North Road, Taichung City TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918

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Evaluation of inventories

AWEA Mechantronic Co., Ltd. and its subsidiaries mainly engage in the design, manufacture and sales of special machines, automation equipment and computer-controlled tool machines. As of December 31, 2023, the total inventories, allowance for market value decline and loss on obsolete and slow-moving inventories were NT$1,950,844 thousand and NT$502,070 thousand, respectively. Inventories of AWEA Mechantronic Co., Ltd. and its subsidiaries are measured at cost and net realizable value. Allowance for market value decline and loss on obsolete and slow-moving inventories are allocated for inventories aged over a certain period of time or individually identified as obsolete. Due to the intense competition in the spare parts market and the varying speeds of obsolescence of different products, the risks of loss on decline in the market value or obsolete inventories are relatively high. The net realizable values used for obsolete inventories and their evaluation usually involve subjective judgment and are therefore highly uncertain. Considering the significant impact of inventories and their allowance for market value decline and loss on obsolete and slow-moving inventories on financial statements, we have identified allowance for market value decline and loss on obsolete and slow-moving inventories as one of the key audit matters.

For the accounting policies related to inventories, please refer to Note IV to the consolidated financial statements; for significant accounting estimates and assumptions used in the evaluation of inventories, please refer to Note V to the consolidated financial statements. We understood, evaluated, and tested the design and implementation of the internal control system related to inventory management, obtained the evaluation data on the lower of cost or net realizable value of inventories compiled by management authority, sampled and estimated the selling price information to the most recent sales records, and assessed the basis of management authority’s estimate of net realizable value and its reasonableness; obtained an inventory aging statement, and assessed the appropriateness of the policy on provision for allowance for market value decline and loss on obsolete and slow-moving inventories.

199

EnWise CPAs & Co. 9F-1, No. 130, Taiyuan North Road, Taichung City TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918

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Other Matters

In the above consolidated financial statements, the financial statements of YAMA SEIKI USA, INC. and Huahan Leasing Co., Ltd., which are investments accounted for using equity method, were not audited by us, but were audited by other CPAs entrusted by the Company. For the years ended December 31, 2023 and 2022, the balances of investments accounted for using equity method were NT$116,713 thousand and NT$109,850 thousand, respectively, which both accounted for 2% of the Company's total assets. For the years ended December 31, 2023 and 2022, the share of profit or loss of associates and joint ventures accounted for using equity method were NT$7,178 thousand and NT$7,782 thousand, respectively, which accounted for 3% and 2% of the Company's net profit before tax, respectively.

The Company has prepared the parent company only financial statements for 2023 and 2022, and we have issued an audit report containing our unqualified opinion plus the audit report issued by other CPAs as in the section of “Other matters” 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 International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, 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 AWEA Mechantronic Co., Ltd.’s and its subsidiaries’ 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 AWEA Mechantronic Co., Ltd. and its subsidiaries 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 AWEA Mechantronic Co., Ltd.’s and its subsidiaries’ financial reporting process.

200

EnWise CPAs & Co. 9F-1, No. 130, Taiyuan North Road, Taichung City TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918

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Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

  • I. 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. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error.

  • II. 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 AWEA Mechantronic Co., Ltd.’s and its subsidiaries’ internal control.

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

  • IV. 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 AWEA Mechantronic Co., Ltd.’s and its subsidiaries’ 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

201

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EnWise CPAs & Co. 9F-1, No. 130, Taiyuan North Road, Taichung City TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918

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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 AWEA Mechantronic Co., Ltd. and its subsidiaries to cease to continue as a going concern.

  • V. Evaluate the overall presentation, structure and content of the consolidated financial statements, including relevant notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  • VI. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of such the Group. We remain solely responsible for our audit opinion on the consolidated financial statements.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of AWEA Mechantronic Co., Ltd. and its subsidiaries for the year ended December 31, 2023 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.

202

EnWise CPAs & Co. 9F-1, No. 130, Taiyuan North Road, Taichung City TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918

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EnWise CPAs & Co.

CPA Guei-Duan Chen

CPA Chang-Yun Yi

Approval number of the Securities and Approval number of the Securities and Futures Management Committee, Futures Management Committee, Ministry of Finance Ministry of Finance (1990) Tai-Cai-Zheng (I) No. 27495 (2003) Tai-Cai-Zheng (VI) No. 121986

March 5, 2024

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China. For the convenience of readers, the independent auditors' report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese- language independent auditors' report and consolidated financial statements shall prevail.

203

AWEA Mechantronic Co., Ltd. and its Subsidiaries

Consolidated Balance Sheets

December 31, 2023 and 2022

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

Unit: NT$ thousand
December 31, 2023 December 31, 2022
Code Items Notes Amount % Amount %
Current assets
1100 Cash and cash equivalents IV and VI $ 866,173 15 $ 1,132,171 17
1110 Financial assets at FVTPL - current IV and VI 536,929 9 377,002 5
1150 Notes receivable, net IV and VI 157,100 3 381,640 6
1160 Notes receivable due from related parties, net IV and VII 858 - 4,274 -
1170 Accounts receivable, net IV and VI 350,642 6 457,612 7
1180 Account receivables due from related parties, IV and VII 43,741 1 33,566 -
net
1200 Other receivables 11,698 - 10,766 -
1210 Other receivables - related parties VII - - - -
1220 Current tax assets IV 26 - 143 -
130x Inventories IV and VI 1,448,774 24 1,607,007 24
1410 Prepayments VII 42,490 1 57,859 1
1470 Other current assets VIII 344,423 6 542,186 8
11xx Total current assets 3,802,854 65 4,604,226 68
Non-current assets
1517 Financial assets at FVOCI - non-current IV and VI 1,991 - 10,458 -
Financial assets measured at amortized cost -
1535 IV, VI and VIII 10,137 - - -
non-current
1550 Investments accounted for using equity method IV and VI 116,713 2 109,850 2
1600 Property, plant and equipment IV, VI, VII and VIII 1,741,772 29 1,797,473 26
1755 Right-of-use assets IV, VI and VIII 114,477 2 132,035 2
1780 Intangible assets IV and VI 12,656 - 10,368 -
1840 Deferred tax assets IV and VI 140,108 2 101,283 1
1915 Prepayments for equipment 3,200 - 300 -
1920 Guarantee deposits paid 3,965 - 7,146 -
1931 Long-term notes receivable, net IV 7,413 - 12,115 1
1937 Overdue receivables IV and VI - - - -
1990 Other non-current assets - others 6,605 - 6,544 -
15xx Total non-current assets 2,159,037 35 2,187,572 32
1xxx Total assets $ 5,961,891 100 $ 6,791,798 100
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Please refer to the accompanying notes to the consolidated financial statements.

Chairman: De-Hua Yang Managerial officer: Shang-Ru Yang Accounting Supervisor: Hong-Bin Syu

204

AWEA Mechantronic Co., Ltd. and its Subsidiaries

Consolidated Balance Sheets

December 31, 2023 and 2022

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

Unit: NT$ thousand
December 31, 2023 December 31, 2022
Code Items Notes Amount % Amount %
Current liabilities
2100 Short-term borrowings VI and VIII $ 1,576,852 26 $ 1,954,949 29
2110 Short-term notes and bills payable VI 79,987 1 289,641 4
2130 Contract liabilities IV and VI 172,215 3 225,013 3
2150 Notes payable 262,181 4 393,849 6
2160 Notes payable - related parties VII 566 - 514 -
2170 Accounts payable 165,270 3 201,312 3
2180 Accounts payable - related parties VII 350 - 799 -
2200 Other payables VI 112,178 2 128,889 2
2220 Other payables - related parties VII 1,339 - 2,007 -
2230 Current tax liabilities IV 52,116 1 64,623 1
2250 Current provisions IV and VI 12,935 - 12,445 -
2280 Current lease liabilities IV, VI and VII 638 - 11,420 -
2310 Advance receipts VII 1,066 - 934 -
2399 Other current liabilities - others 1,077 - 2,099 -
21xx Total current liabilities 2,438,770 40 3,288,494 48
Non-current liabilities
2570 Deferred income tax liabilities IV and VI 116,831 2 112,224 2
2580 Non-current lease liabilities IV, VI and VII 280 - 918 -
2630 Long-term deferred revenue 9,533 - 10,793 -
2640 Net defined benefit liability - non-current IV and VI 6,973 - 8,991 -
2645 Guarantee deposits received 1,911 - 2,183 -
25xx Total non-current liabilities 135,528 2 135,109 2
2xxx Total Liabilities 2,574,298 42 3,423,603 50
Equity attributable to owners of the parent
3100 Share capital VI
3110 Common stock 965,942 16 965,942 14
3200 Capital surplus VI
3211 Capital surplus - additional paid-in capital 6,124 - 6,124 -
arising from ordinary share
Capital surplus - Conversion premium of
3213 57,468 1 57,468 1
convertible bonds
3240 Capital surplus - Gains from disposal of 4 - 4 -
assets
3280 Capital surplus - others 31,920 1 31,920 -
3300 Retained earnings VI
3310 Legal reserve 562,966 9 527,176 8
3320 Special reserve 98,077 2 98,077 1
3350 Unappropriated earnings 1,606,748 28 1,595,597 24
3400 Other equity VI
3410 Exchange difference on translation of (32,016) (1) (18,699) -
financial statements of foreign operations
Unrealised gains (losses) on valuation of
3420 financial assets measured at fair value (3,381) - (10,933) -
through other comprehensive income
Total equity attributable to owners of the
31xx 3,293,852 56 3,252,676 48
parent
36xx Non-controlling interests VI 93,741 2 115,519 2
3xxx Total equity 3,387,593 58 3,368,195 50
Total liability and equity $ 5,961,891 100 $ 6,791,798 100
----- End of picture text -----

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

Chairman: De-Hua Yang Managerial officer: Shang-Ru Yang Accounting Supervisor: Hong-Bin Syu�

205

AWEA Mechantronic Co., Ltd. and its Subsidiaries

Consolidated Statements of Comprehensive Income

For the Years Ended December 31, 2023 and 2022

Unit: NT$ thousand, except earnings per share

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2023 2022
Code Items Notes Amount % Amount %
4000 Operating revenue VI and VII $ 2,361,917 100 $ 3,100,517 100
5000 Operating costs VI and VII (2,002,794) (85) (2,432,617) (78)
5900 Gross profit 359,123 15 667,900 22
5920 Realized (Unealized) gain from sale (210) - (4,900) -
5950 Gross profit, net 358,913 15 663,000 22
Operating expenses
6100 Selling and marketing expenses (149,424) (6) (188,205) (6)
6200 General and administrative expenses (129,974) (6) (128,520) (4)
6300 Research and development expenses (53,729) (2) (61,671) (2)
6450 Expected credit impairment gains (losses) 7,214 - 13,621 -
6000 Total operating expenses (325,913) (14) (364,775) (12)
6900 Operating profit 33,000 1 298,225 10
Non-operating income and expenses
7100 Interest income 30,129 1 15,972 1
7010 Other income VI 65,466 4 46,011 2
7020 Other gains and losses IV and VI 132,086 6 117,800 4
7050 Finance costs VI (32,760) (1) (26,002) (1)
7060 Share of profit or loss of associates and joint ventures 7,178 - 7,782 -
accounted for using equity method
7000 Total non-operating income and expenses 202,099 10 161,563 5
7900 Net profit before tax 235,099 11 459,788 15
7950 Income tax income (expense) IV and VI (44,793) (2) (110,501) (4)
8200 Profit for the year 190,306 9 349,287 11
Other comprehensive income
8310 Items that will not be reclassified subsequently to profit or
loss
8311 Remeasurement of defined benefit plan (351) - 3,296 -
Unrealized gains (losses) from investment in equity
8316 instrument measured at fair value through other (1,486) - (13,848) -
comprehensive income
8349 Income taxes related to the items not reclassified 70 - (659) -
Items that may be reclassified subsequently to profit or
8360
loss
8361 Exchange difference on translation of financial (18,238) (2) 23,155 -
statements of foreign operations
8399 Income tax related to items that may be reclassified 3,648 (1) (4,631) -
8300 Other comprehensive (loss) income for the year (16,357) (3) 7,313 -
8500 Total comprehensive income $ 173,949 6 $ 356,600 11
8600 Net profit (loss) attributable to:
8610 Owners of the parent company (net profit/ loss) $ 210,811 9 $ 354,143 11
8620 Non-controlling interests (net profit/ loss) (20,505) - (4,856) -
$ 190,306 9 $ 349,287 11
8700 Total comprehensive income attributable to:
8710 Owners of the parent company (comprehensive income) $ 195,727 7 $ 360,342 11
8720 Non-controlling interests (comprehensive income) (21,778) - (3,742) -
$ 173,949 7 $ 356,600 11
Earnings per share
9750 Basic earnings per share $ 2.18 $ 3.67
9850 Diluted earnings per share $ 2.17 $ 3.65
----- End of picture text -----

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

Chairman: De-Hua Yang Managerial officer: Shang-Ru Yang Accounting Supervisor: Hong-Bin Syu

206

AWEA Mechantronic Co., Ltd. and its Subsidiaries Consolidated Statement of Changes in Equity

Unit: NT$ thousand

For the Years Ended December 31, 2023 and 2022

Equity attributable to owners of the parent

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Share capital Retained earnings Other equity items
Exchange
Unrealised gains
difference on
(losses) on valuation Total equity
translation of
Unappropriated of financial assets attributable to Non-controlling
Items Common stock Capital surplus Legal reserve Special reserve financial Total equity
earnings measured at fair value owners of the interests
statements of
through other parent
foreign
comprehensive income
operations
Balance at January 1, 2022 $ 965,942 $ 124,495 $ 513,898 $ 98,077 $ 1,366,883 $ (36,109) $ 4,040 $ 3,037,226 $ 119,261 $ 3,156,487
Appropriation and distribution of retained
earnings:
Legal reserve - - 13,278 - (13,278) - - - - -
- - - - - - -
Cash dividends paid (115,913) (115,913) (115,913)
Cash dividends to shareholders from capital - - - - - - -
(28,979) (28,979) (28,979)
surplus
2022 Net profit - - - - 354,143 - - 354,143 (4,856) 349,287
Other comprehensive income for 2022 - - - - 2,637 17,410 (13,848) 6,199 1,114 7,313
Total comprehensive income of 2022 - - - - 356,780 17,410 (13,848) 360,342 (3,742) 356,600
Disposal of investments in equity instruments
at fair value through other comprehensive - - - - 1,125 - (1,125) - - -
income
Balance at December 31, 2022 965,942 95,516 527,176 98,077 1,595,597 (18,699) (10,933) 3,252,676 115,519 3,368,195
Appropriation and distribution of retained
earnings:
Legal reserve - - 35,790 - (35,790) - - - - -
- - - - - - -
Cash dividends paid (154,551) (154,551) (154,551)
surplus Cash dividends to shareholders from capital - - - - - - - - - -
2023 Net profit - - - - 210,811 - - 210,811 (20,505) 190,306
- - - -
Other comprehensive income for 2023 (281) (13,317) (1,486) (15,084) (1,273) (16,357)
Total comprehensive income of 2023 - - - - 210,530 (13,317) (1,486) 195,727 (21,778) 173,949
Disposal of investments in equity instruments
at fair value through other comprehensive - - - - (9,038) - 9,038 - - -
income
Balance at December 31, 2023 $ 965,942 $ 95,516 $ 562,966 $ 98,077 $ 1,606,748 $ (32,016) $ (3,381) $ 3,293,852 $ 93,741 $ 3,387,593
----- End of picture text -----

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

Chairman: De-Hua Yang Managerial officer: Shang-Ru Yang Accounting Supervisor: Hong-Bin Syu

207

AWEA Mechantronic Co., Ltd. and its Subsidiaries

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2023 and 2022

Unit: NT$ thousand

Cash flows from operating activities
Net profit before tax
Adjustments
Depreciation
Amortisation
Expected credit impairment (gains) losses
Interest expense
Interest income
Dividend revenue
Share of profit or loss of associates and joint ventures accounted
for using equity method
Gains on disposal and discard of property, plant and equipment
Unrealized (Realized) gain from sale
Other income
Lease modification benefit
Gains on disposals of investments
(Gains) losses from evaluation of financial assets
Changes in operating assets and liabilities
Notes receivable
Notes receivable - related parties
Account receivables
Account receivables - related parties
Other receivables
Other receivables - related parties
Inventories
Prepayments
Other current assets
Overdue receivables
Long-term notes receivable
Contract liabilities
Notes payable
Notes payable - related parties
Accounts payable
Accounts payable - related parties
Other payables
Other payables - 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)
2023
235,099
$ 111,786
2,752
(7,214)
32,760
(30,129)
(23,308)
(7,178)
(61)
210
(1,075)
-
(2,841)
(123,694)
222,165
3,416
107,200
(10,175)
(1,665)
-
158,233
15,369
407
8,784
5,380
(52,798)
(131,668)
52
(36,042)
(449)
(15,683)
(668)
522
132
(1,022)
(2,088)
456,509
30,862
(87,932)
399,439
2022
459,788
$ 115,080
2,965
(13,621)
26,002
(15,972)
(18,114)
(7,782)
(211)
4,900
(1,081)
(283)
(2,095)
11,149
(134,978)
(509)
88,299
(19,617)
2,777
174
(57,361)
18,114
(255)
(6,784)
19,191
4,062
(124,385)
(16,520)
(77,204)
208
(9,489)
531
(513)
922
857
(507)
247,738
12,058
(37,909)
221,887

208

AWEA Mechantronic Co., Ltd. and its Subsidiaries

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2023 and 2022

(Continued from previous page)
Cash flows from investing activities
Acquisitions of financial assets at fair value through profit or loss
Disposal price of financial assets at fair value through profit or
loss
Acquisitions of financial assets at fair value through other
comprehensive income
Disposal price of financial assets at fair value through other
comprehensive income
Acquisition of financial assets measured at amortized cost
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisitions of intangible assets
Decrease (Increase) in prepayments for equipment
Decrease in guarantee deposits paid
Decrease (Increase) in other non-current assets
Dividends received
Decrease (Increase) in other financial assets
Net cash inflow (outflow) from investing activities
Cash flows from financing activities
Increase (decrease) in short-term borrowings
Increase (Decrease) in short-term notes and bills payable
Decrease in long-term borrowings
Repayment of principal of lease liabilities
Decrease in guarantee deposits received
Interest paid
Dividends paid
Net cash inflow (outflow) from financing activities
Effect of changes in foreign exchange rates on cash and
cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of year
Cash and cash equivalents at the end of year
2023
(49,014)
15,622
-
6,981
(10,137)
(51,642)
1,779
(5,079)
(2,900)
3,181
(61)
23,308
197,356
129,394
(378,097)
(209,654)
-
(11,420)
(272)
(31,622)
(154,551)
(785,616)
(9,215)
(265,998)
1,132,171
866,173
$
Unit: NT$ thousand
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
$

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

Chairman: De-Hua Yang Managerial officer: Shang-Ru Yang Accounting Supervisor: Hong-Bin Syu

209

AWEA Mechantronic Co., Ltd. and its Subsidiaries

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2023 and 2022

Unit: NT$ thousand (unless stated otherwise)

I. History and Organization

AWEA Mechantronic Co., Ltd. was established on July 16, 1986. The design, manufacture and sales of special machines, automation equipment and computer-controlled tool machines are its main business.

The shares of AWEA was approved of listing by Document Tai-Zheng-(2000)-Shang-Zi No. 025773 on September 6, 2000, and began to be listed for trading on TWSE Stock Exchange Market since September 11, 2000.

II. Approval Date and Procedures of the Financial Statements

The consolidated financial statements were approved by the board of directors and authorized for issue on March 5, 2024.

III. Application of Newly Issued and Amended Standards and Interpretations

  • (I) Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, “IFRS”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)

Except as stated below, the application of the amendments to the IFRS endorsed and issued into effect by the FSC does not have a significant effect on the Company’s accounting policies:

Amendments to IAS 12 “International Tax Reform - Pillar Two Model Rules”

The amendment introduces an exception to IAS 12 that specifies that the Company shall not recognize deferred income tax assets and liabilities for Pillar Two income taxes and shall not disclose information about such deferred income taxes, but shall disclose that it has applied this exception and shall disclose current income tax expense (income) related to Pillar Two income taxes separately. In addition, if the Pillar Two Act has been enacted or substantively enacted but has not yet come into force, the Company shall disclose its qualitative and quantitative information known or reasonably estimated to

210

be exposed to the Pillar Two income tax for the users to know the situation. After the issuance of this amendment, the Company shall immediately and retroactively apply this exception and disclose the fact that it has been applied; the other disclosure requirements apply to annual reporting periods after January 1, 2023, and do not apply to interim financial statements with the end date of interim period before December 31, 2023.

  • (II) IFRSs issued by the International Accounting Standards Board (IASB) that have been endorsed by the FSC and will come into effect in 2024:
endorsed by the FSC and will come into effect in 2024:
New, Revised or Amended Standards and Interpretations
Amendment to IFRS 16 “Lease Liabilities in Sale and
Leasebacks”
Amendments to IAS 1 “Classification of Liabilities as
Current or Non-current”
Amendments to IAS 1 “Non-current Liabilities with
Covenants”
Amendments to IAS 7 and IFRS 7 “Supplier Financing
Arrangements”
Effective Date
Announced by IASB
(Note 1)
January 1, 2024 (Note 2)
January 1, 2024
January 1, 2024
January 1, 2024 (Note 3)
  • Note 1: Unless stated otherwise, the above new/revised/amended standards or interpretations are effective for annual reporting periods beginning on their respective effective dates.

  • Note 2: A seller-lessee applies the amendments retrospectively to IFRS 16 to sale and leaseback transactions entered into after the date of initial application.

  • Note 3: When the amendments apply for the first time, some requirements for disclosure are exempted.

  • As of the date the financial statements were authorized, the Company is making continuous assessment and concludes that the amendments of other standards and interpretations will have no significant impact on the financial position and financial performance.

  • (III) IFRS issued by the International Accounting Standards Board (IASB) but not yet endorsed and issued into effect by the FSC

211

Effective Date New, Revised or Amended Standards and Interpretations Announced by IASB (Note 1) Amendments to IFRS 10 and IAS 28 “Sale or Contribution of To be determined by Assets between an Investor and its Associate or Joint IASB Venture” IFRS 17 “Insurance Contracts” January 1, 2023 Amendments to IFRS 17 January 1, 2023 Amendments to IFRS 17 “Initial application of IFRS 17 and January 1, 2023 IFRS 9 - Comparative Information” Amendments to IAS 21 “Lack of Exchangeability” January 1, 2025 (Note 2)

  • Note 1: Unless stated otherwise, the above new/revised/amended standards or interpretations are effective for annual reporting periods beginning on their respective effective dates.

  • Note 2: This amendment applies for annual reporting periods beginning after January 1, 2025. At the initial application of the amendment, the number of influences is recognized in the retained reserve at the date of initial application. When the Company adopts a non-functional currency as the presentation currency, the effects will be reclassified as the exchange differences arising from the translation of the financial statements of foreign operations under equity on the initial application date.

As of the date the financial statements were authorized, the Company is continuously assessing the possible impact that the application of other standards and interpretations will have on the financial position and financial performance and will disclose the relevant impact when the assessment is completed.

IV. Summary of Significant Accounting Polices

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. The following accounting policies have been consistently applied to all periods presented in the consolidated financial statements, unless otherwise specified.

212

(I) Statement of compliance

The consolidated financial statements have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the FSC.

(II) Basis of preparation

Except for the following significant items of balance sheet, these consolidated financial statements have been prepared at historical cost:

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

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

  3. The net defined benefit liability is the fair value of pension fund assets less the present value of defined benefit obligations.

(III) Functional currency and presentation currency

Each entity of the Consolidated Company uses the currency of the primary economic environment in which the entity operates as the functional currency. The consolidated financial statements are presented in New Taiwan dollars, the Company’s functional currency. All financial information presented in New Taiwan dollars are in thousands of New Taiwan dollars.

  • (IV) Basis of consolidation

The consolidated financial statements include the financial statements of AWEA and the entities it controls (i.e., subsidiaries).

The financial statements of the subsidiaries are included in the consolidated financial statements from the date on which control of the subsidiaries is obtained until the date on which such control ceases. The gains and losses attributable to the non-controlling interest in the subsidiaries are attributed to the non-controlling interest even if the non-controlling interest becomes a deficit balance as a result.

The financial statements of the subsidiaries have been appropriately adjusted so that the accounting policies are consistent with those of AWEA.

Significant transactions among consolidated companies, balances and unrealized gains and expenses have been eliminated when preparing the consolidated financial statements.

213

Subsidiaries included in the consolidated financial statements:

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 Zhuwai
Mechanical and
Electrical 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 business
activities
International
investment and
international
trade
Industrial
machinery
manufacture
and trade
International
investment and
international
trade
Machinery sales,
installation and
international
trade
Machinery
manufacturing,
sales and
installation and
international
trade
International
investment and
international
trade
International
investment and
international
trade
Machinery
manufacturing,
sales and
installation and
international
trade
Ownership (%) Ownership (%)
December
31, 2023
100%
60%
100%
100%
100%
100%
100%
100%
December
31, 2022
100%
60%
100%
100%
100%
100%
100%
100%
  • (V) Classification of current and non-current assets and liabilities

  • Assets that meet one of the following criteria are classified as current assets. All assets that are not classified as current assets are classified as non-current assets:

    • (1) Assets that are expected to be realized, or are intended to be sold or consumed within the normal business cycle;

    • (2) Assets held mainly for trading purposes;

    • (3) Assets that are expected to be realized within twelve months after the reporting period; or

    • (4) The asset is cash and cash equivalents, excluding restricted assets and those

214

that are to be exchanged or used to settle liabilities more than twelve months after the reporting period.

  1. Liabilities that meet one of the following criteria are classified as current liabilities. All liabilities that are not classified as current liabilities are classified as non-current liabilities:

    • (1) Liabilities that are expected to be settled within the normal business cycle;

    • (2) Liabilities held mainly for trading activities.

    • (3) Liabilities that are expected to be due for settlement within twelve months after the reporting period; or

    • (4) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

  2. (VI) Foreign currency transactions

When preparing the financial statements of each consolidated entity, transactions in currencies other than the entity’s functional currency (foreign currency) are translated to the functional currency based on the exchange rate on the transaction day. Monetary items denominated in foreign currencies at the end of the reporting period are translated into the functional currency based on the exchange rate on that day.

Foreign currency non-monetary items measured at fair value are translated into the functional currency at the exchange rate on that day; however, if the change in fair value is recognized in other comprehensive income, the resulting exchange differences are included in other comprehensive income.

Non-monetary items measured at historical cost that are denominated in foreign currencies are translated at the exchange rates on the transaction date. The exchange differences arising from translation are recognized in profit or loss in the period in which they arise.

For purpose of preparing the consolidated financial statements, the assets and liabilities of foreign operations of the Company shall be translated to NTD by the exchange rate on ending date of the reporting period; the income and expense items shall be translated to NTD at the average exchange rate of the current period, and the resulting exchange

215

difference shall be recognized as other comprehensive profit or loss and accumulated as the translation difference in the financial statements of foreign operations under equity.

(VII) Cash and cash equivalents

  • Cash includes cash on hand and current deposits. Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes are classified as cash equivalents.

(VIII) Financial instruments

Accounts receivable are initially recognized when they are incurred. All other financial assets and liabilities shall be recognized initially when the Company becomes a party to the contractual provisions of the financial instruments. Financial assets (other than accounts receivable that do not contain significant financial components) or financial liabilities not measured at fair value through profit or loss shall be initially measured at fair value plus transaction costs that are directly attributable to the acquisition or issuance. Accounts receivable that do not contain significant financial components shall be initially measured at transaction price.

  1. Financial assets At initial recognition, financial assets shall be classified as financial assets at amortized cost, financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income. The Company reclassifies all affected financial assets from the first day of the next reporting period only when there is a change in the business model for financial assets management.

  2. (1) Financial assets measured at amortized cost Financial assets are measured at amortized cost when they meet all of the following criteria and are not designated as at fair value through profit or loss:

    • A. The financial assets are held under the business model with the purpose of collecting contractual cash flows.

    • B. The contract terms of the financial assets generate cash flow on a specific date, and such cash flow is solely for the payment of the principle and the interest on outstanding principle amount.

216

Such assets are subsequently measured at amortized cost based on the initially recognized amount plus or minus accumulated amortization calculated using the effective interest method, adjusted for any loss allowance. Interest income, foreign currency exchange gains and losses, and impairment losses are recognized in profit or loss. Gains or losses are recognized in profit or loss at derecognition.

(2) Financial assets at FVTPL

Financial assets not classified as financial assets at amortized cost or at fair value through other comprehensive income are measured at fair value through profit or loss, including derivative financial assets. The Company may irrevocably designate financial assets that qualify as financial assets at amortized cost or at fair value through other comprehensive income as financial assets at fair value through profit or loss at the time of initial recognition in order to eliminate or materially reduce accounting mismatch. Such assets shall be measured at fair value subsequently, and their net gains or losses shall be recognized in profit or loss.

(3)

Financial assets at FVTOCI

At initial recognition, the Company has made an irrevocable election to recognize subsequent changes in the fair value of equity instruments not held for trading in other comprehensive income. The above election is made on an instrument-by-instrument basis.

Investments in debt instruments are subsequently measured at fair value. Interest income, foreign currency exchange gains and losses, and impairment losses calculated using the effective interest method are recognized in profit or loss, and the remaining net gains or losses are recognized in other comprehensive income. Upon derecognition, the cumulative amount in other comprehensive income shall be reclassified to profit or loss.

Investments in equity instruments are subsequently measured at fair value. Dividend income (unless it obviously represents the recovery of a portion of cost of investment) is recognized in profit or loss. The remaining net gains or losses are recognized in other comprehensive income and are not reclassified

217

to profit or loss.

Dividend income from equity investments is recognized on the date when the Company has the right to receive the dividend (usually the ex-dividend date).

  • (4) Impairment of financial assets

The Company recognizes loss allowance for expected credit losses on the financial assets measured at amortized cost (including cash and cash equivalents, financial assets at amortized cost, notes and accounts receivable, other receivables, refundable deposits and other financial assets).

The loss allowance is measured at 12-month expected credit losses for the following financial assets, and at the lifetime expected credit losses of the other financial assets:

  • A. The credit risk of debt securities is determined to be low at the reporting date; and

  • B. The credit risks of other debt securities and bank deposits (i.e., the risk of default on financial instruments over the expected life) have not increased significantly since the initial recognition.

The loss allowances for accounts receivable and contract assets are measured at the amount of lifetime expected credit losses.

When determining whether the credit risk has increased significantly since the initial recognition, the Company has considered reasonable and provable information (which can be obtained without undue costs or inputs), including qualitative and quantitative information, and analyses based on the Company’s historical experience, credit assessment and forward-looking information.

Lifetime expected credit losses result from all possible default events over the expected life of the financial instruments.

The 12-month expected credit losses are expected credit losses that result from possible default events within 12 months after the reporting date (or for shorter periods, if the expected life of the financial instrument is less than 12 months).

218

The maximum period for which expected credit losses are measured is the maximum contract period over which the Company is exposed to credit risk. Expected credit losses are weighted estimates of the probability of credit losses over the expected life of the financial instruments. Credit losses are measured at the present value of all cash shortfalls, which is the difference between the cash flows that the Company could receive under the contract and the cash flows that the Company expects to receive. Expected credit losses are discounted at the effective interest rate of the financial asset.

On each reporting date, the Company evaluates whether credit impairment occurs to the financial assets measured at amortized cost and debt securities measured at fair value through other comprehensive income. Credit impairment occurs to a financial asset when one or more events that have an adverse effect on the estimated future cash flows of the financial asset. Evidence proving that credit impairment occurs to a financial asset includes observable information about the following events:

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

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

  • C. The Company has made concessions to the borrower that the Company would not consider otherwise for economic or contractual reasons related to the borrower’s financial difficulties;

  • D. The borrower is very likely to apply for bankruptcy or carry out other financial reorganization; or

  • E. The active market for the financial assets has disappeared due to financial difficulties.

The loss allowance for financial assets at amortized cost is deducted from the carrying amount of the assets. The loss allowance for investments in debt instruments at fair value through other comprehensive income are recognized in other comprehensive income (without reducing the carrying amount of the asset), and the provision or reversal amount of loss allowance is recognized in profit or loss.

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When the Company does not have a reasonable expectation of recovering all or part of a financial asset, the total carrying amount of the financial asset is reduced directly. The Company analyzes the timing and amount of offset on a case-by-case basis to determine whether there is a reasonable expectation of recovery. The Company expects that the offset amount will not be reversed significantly. However, the offset financial assets are still enforceable in order to comply with the Company’s procedures for recovering overdue amounts.

  • (5) Derecognition of financial assets

  • A financial assets will be derecognized only when the Company’s contractual rights to the cash flows from that asset are terminated, or when the financial asset is transferred and substantially all the risks and returns of ownership to that asset have been transferred to another entity, or when substantially all the risks and returns of ownership are neither transferred nor retained, and the Company does not retain control over that financial asset.

If the Company enters into a transaction to transfer a financial asset and retains all or substantially all of the risks and returns of ownership to the transferred asset, the financial asset will continue to be recognized on the balance sheet.

(IX) Financial liabilities and equity instruments

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

  2. Equity instruments

  3. Equity instrument refers to any contract that recognizes the remaining interest of the Company after reducing all its liabilities from its assets. Equity instruments issued by the Company are recognized at the proceeds received, net of the cost of direct issue.

  4. Financial liabilities

Financial liabilities that are not held for trading and are not designated as at fair value through profit or loss (including notes payable, accounts payable and other

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payables) are measured at fair value plus directly attributable transaction costs at initial recognition; subsequently, they are measured at amortized cost using the effective interest rate method, and interest expenses not capitalized in the asset cost are included in non-operating income and expenses.

  1. Derecognition of financial liabilities

A financial liability is derecognized by the consolidated company when the contractual obligation is either discharged or canceled or expires.

The difference between the carrying amount of the financial liability derecognized and the total consideration paid and payable (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss, and included in non-operating income and expenses.

  1. Mutual offset of financial assets and liabilities Financial assets and financial liabilities are offset and recognized in the balance sheet on a net basis only when the Consolidated Company has the legal right to do so and has the intention to settle on a net basis or to realize the assets and settle the liabilities simultaneously.

(X) Inventories

Inventories are stated at the lower of cost or net realizable value. Inventories are stated at standard cost at ordinary times, and are adjusted to approximate weighted average cost at the end of the reporting period. Net realizable value is calculated as the estimated selling price less the costs to be incurred until completion and the selling expenses.

(XI) Investments accounted for using equity method

  • Investments accounted for using equity method include associates and joint ventures. Associates are companies over which the Company exercises significant influence, but not subsidiaries or joint ventures. 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.

In joint ventures, the Company and another entity engage in economic activities under joint control through a contractual agreement, meaning that strategic financial and operating decisions related to the joint venture must be made with the consensus of

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those sharing control. If another entity is created under a joint venture agreement in which each of the joint venture controllers has an interest, that entity is a jointly controlled entity.

The business results and assets and liabilities of associates and joint ventures are included in the financial statements under the equity method, except for the assets classified as held for sale. Under the equity method, investments in associates and joint ventures are initially recognized at cost on the balance sheet and subsequently adjusted for changes in the Company’s share of the investee’s net assets. When the Company’s share of losses in an associate or joint venture exceeds its interest in that associate, an additional loss is recognized only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate. The excess of the acquisition cost over the Company’s share of the net fair value of the identifiable assets and liabilities of the associate and the joint venture at the date of acquisition is recognized as goodwill and is included in the carrying amount of the investment. The excess of the Company’s share of the net fair value of the identifiable assets and liabilities of its associates and joint ventures over the acquisition cost at the date of acquisition is recognized as a gain immediately upon reassessment.

In assessing impairment, the Company considers the entire carrying amount of the investment (including goodwill) as a single asset and compares the recoverable amount (higher of value in use or fair value less selling cost) with the carrying amount to test for impairment, and the impairment loss recognized is included in the carrying amount of the investment. Any reversal of the impairment loss is recognized to the extent of the subsequent increase in the recoverable amount of the investment.

If the Company fails to subscribe for new shares issued by an associate or a joint venture in proportion to its shareholding ratio, resulting in a change in shareholding ratio and a consequent increase or decrease in the net equity value of an investment, the increase or decrease is adjusted to capital surplus and investments accounted for using the equity method. However, if the ownership interest in an associate decreases because the Company does not subscribe for or acquire new shares in proportion to its shareholding ratio, the amount recognized in other comprehensive income related to the associate is reclassified on a pro rata basis to reflect the decrease in ownership

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interest, which is accounted for on the same basis as that used for the disposal of assets or liabilities by the associate directly.

When a consolidated entity enters into transactions with associates and joint ventures, unrealized gains and losses are eliminated in proportion to its share on consolidation.

(XII) Property, plant and equipment

Property, plant and equipment are recognized at acquisition cost and presented at cost less accumulated depreciation and accumulated impairment. The cost of property, plant and equipment consists of expenditures that are directly attributable to the acquisition or construction of the assets, any other directly attributable costs that are necessary to bring the asset to a useable condition for its intended purpose, and dismantling, relocation and site restoration costs. The foregoing costs include the cost for replacing part of the plant and equipment and the necessary interest expense incurred on construction contracts.

Real estate under construction is presented at cost less all recognized impairment losses. (Cost includes professional service expenses). Such real estate is classified to the appropriate category of property, plant and equipment when completed and reaching the expected use state. Such assets are depreciated on the same basis as other real estate assets, which commences when the assets reach the expected use state. Self-owned land is not depreciated.

When a major item of property, plant and equipment is required to be replaced on a regular basis, the Company considers that item as an individual asset and recognizes depreciation according to specified useful life and depreciation method. Major maintenance costs are considered as replacement costs and recognized as part of the carrying amount of property, plant and equipment if the conditions for recognition are met. Other maintenance expenses are recognized in profit or loss. The present value of the expected decommissioning cost of an asset after use is included in the cost of the related asset if it meets the recognition criteria for liability reserve.

Each part of property, plant and equipment is depreciated separately and considered as a separate item (significant component) of property, plant and equipment if its cost is material in relation to the total cost of that item.

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After initial recognition, an item or a significant component of property, plant and equipment is derecognized and recognized in profit or loss if it is disposed of or if no future economic benefits are expected to flow from its use or disposal. Depreciation is calculated recognized in profit or loss over the estimated useful lives of individual components of property, plant and equipment on a straight-line basis because it best reflects the expected consumption pattern of future economic effects of the assets.

Depreciation is calculated according to the following estimated useful lives:

Property and building 5 - 51 years
Machinery equipment 2 - 16 years
Molding equipment 2 - 3 years
Transportation equipment 2 - 6 years
Computer and telecommunication equipment 4 years
Office equipment 3 - 5 years
Business equipment 2 - 7 years
Leasehold improvements 5 years
Other equipment 2 - 11 years

Depreciation is calculated using the straight-line method to write off the cost of assets less their residual values over their useful lives. Estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, and the impact of any changes in estimates is recognized on a deferred basis.

Items of property, plant and equipment are derecognized when they are disposed of or when no future economic benefits are expected from the continued use of the asset. Gains or losses arising from the disposal or scrapping of property, plant and equipment are recognized in profit or loss as the difference between the disposal price and the carrying amount of the asset.

(XIII) Leases

  1. Lease judgment

At the inception of a contract, the Company assesses whether the contract is, or contains, a lease.

  1. The Company as lessee

The Company recognizes right-of-use assets and lease liabilities at the inception date of the lease. Right-of-use assets are measured initially at cost, which consists

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of the initially measured amount of the lease liability, adjusted for any lease payments made on or before the inception date of the lease, plus original direct costs incurred and the estimated costs to dismantle or remove the underlying asset and reinstate the underlying asset or its original location, less any lease incentives received.

The right-of-use assets are subsequently depreciated on a straight-line basis from the lease commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. In addition, the Company periodically evaluates right-of-use assets for impairment and handles any incurred impairment losses, and adjusts right-of-use assets in case of remeasurement of lease liabilities.

Lease liabilities are measured initially at the present value of outstanding lease payments at the inception date of the lease. The implicit interest rate of the lease is easy to determine, the discount rate is that interest rate, otherwise the Company’s incremental borrowing rate is used. Generally, the Company uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of lease liabilities consist of:

  • (1) Fixed payments, including substantial fixed payments;

  • (2) Variable lease payments that depend on an index or a rate are initially measured using the index or rate at the inception date of the lease.

Subsequently, the interests on lease liabilities are calculated using the effective interest method, and their amounts are remeasured when the following circumstances occur:

  • (1) A change in the index or rate used to determine lease payments results in a change in future lease payments;

  • (2) A change in the estimate of whether to exercise the option to extend or terminate the lease, which changes the assessment of the lease term;

  • (3) Changes in the amount of residual value guarantee expected to be paid;

  • (4) Changes in the evaluation of purchase options for the underlying assets;

  • (5) Changes in the subject matter, scope or other terms of the lease.

When a lease liability is remeasured as a result of changes in the index or rate used to determine the lease payments, changes in the amount of residual value

225

guarantee, and changes in the evaluation of purchase, extension or termination options, the carrying amount of the right-of-use asset is adjusted accordingly, and the remaining amount of the remeasurement is recognized in profit or loss when the carrying amount of the right-of-use asset is reduced to zero.

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

The Company presents right-of-use assets and lease liabilities that do not meet the definition of investment property as separate line items on the balance sheet.

For short-term leases of business equipment and other equipment and leases of low-value assets, the Company chooses not to recognize right-of-use assets and lease liabilities, and but recognizes the related lease payments as expenses on a straight-line basis over the lease term.

For sale and leaseback transactions, whether the transfer of an asset to a buyer-lessor satisfies the requirements for sale is evaluated in accordance with IFRS 15. If it is determined that the asset is sold, such asset is derecognized and the portion of the right transferred to the buyer-lessor is recognized in profit or loss. Leaseback transactions are accounted for as lessee transactions, and the right-of-use asset is measured at the original amount of the portion of the asset leased back. If the requirements for sale are not met, the transferred asset is further recognized and the consideration received is recognized as a financial liability.

3. The Company as lessor

Lease agreements in which the Company is the lessor are classified as a finance lease if substantially all the risks and returns of ownership to the underlying asset have been transferred or an operating lease otherwise at the inception date of the lease. In the evaluation, the Company considers relevant specific indicators, including whether the lease term covers a significant portion of the economic life of the underlying asset.

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If the Company is a sub-lessor, the Company shall handle the transactions of primary lease and sublease separately and evaluate the classification of the sublease transaction based on the right of use derived from the primary lease. If the primary lease is a short-term lease and a recognition exemption is applied, the sublease transaction shall be classified as an operating lease.

(XIV) Intangible assets

  1. Goodwill

Goodwill on acquisitions of subsidiaries is measured at cost less accumulated impairment losses.

  1. Other intangible assets

The Company acquired intangible assets with finite useful lives are shown at cost less accumulated amortization and accumulated impairment losses.

Amortization amount is calculated on a straight-line basis over the following useful lives:

Computer software Economic benefits or contract term

Estimated useful life and amortization method are reviewed at the end of the reporting period, and the impact of any changes in estimates is deferred.

(XV) Impairment of non-financial assets

The Company evaluates at each reporting date whether there is any indication showing that the carrying amount of non-financial assets (other than inventories, contract assets, and deferred tax assets) may be impaired. If any indication exists, the recoverable amount of the asset shall be estimated.

For the purpose of impairment test, a group of assets of which a significant portion of the cash inflows are independent of other individual assets or the cash inflow of an asset group is identified as the smallest identifiable asset group. Goodwill acquired from business merger is allocated to each cash generating unit or group of cash generating units that is expected to benefit from the merger synergies.

The recoverable amount is the higher of the fair value of an asset or cash generating unit less the disposal cost and its 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

227

specific to the asset or cash generating unit.

An impairment loss is recognized if the recoverable amount of an asset or cash generating unit is less than its carrying amount.

An impairment loss is recognized immediately in profit or loss. The carrying amount of amortized goodwill of a cash generating unit is reduced first, and then the carrying amount of that asset is reduced in proportion to the carrying amount of other assets in the unit.

Impairment losses on goodwill are not reversed. Non-financial asset other than goodwill is reversed only to the extent that the carrying amount (net of depreciation or amortization) of the asset does not exceed the carrying amount that would have been determined if no impairment loss had been recognized for the asset in previous years.

(XVI) Provisions

The provision for liabilities is recognized when there is a present obligation arising from past events, it is likely that an outflow of economic resources will be required to settle the obligation, and the amount of the obligation can be reliably estimated.

The amount recognized as a provision for liabilities is the best estimate of the expenses that will be required to settle the obligation at the end of the reporting period, taking into account the risks and uncertainties of the obligation. If the provision for liabilities is measured at the estimated cash flows to settle the present obligation, the carrying amount is the present value of such cash flows.

(XVII) Revenue recognition

Revenue is measured at the consideration expected to be received for the goods or services transferred. The Company recognizes the revenue when control over goods or services is transferred to the customer to satisfy performance obligations.

  1. Sales of goods

The Company recognizes the revenue when control of the product is transferred to the customer. The control over a product is transferred when the product is delivered to the customer, the customer has complete control over the product’s distribution channels and price, and there are no outstanding obligations that would affect the customer’s acceptance of the product. Delivery occurs when the product is shipped to a specific location and the risks of obsolescence and loss are

228

transferred to the customer. The customer has accepted the product under a sales contract, the terms of acceptance have expired, or the Company has objective evidence showing that all conditions of acceptance have been met.

The Company recognizes accounts receivable upon delivery of goods because the Company has an unconditional right to receive consideration at that time.

  1. Financial components

The Company does not adjust the time value of money of the transaction price because it expects the time interval between the transfer of goods or services to the customer and the time the customer pays for those goods or services to be less than one year for all customer contracts.

(XVIII) Government grants

Government grants are recognized only when the conditions attached to the grant are met and the grant is expected to be received.

(XIX) Employee benefits

  1. Defined contribution plans

Contribution obligations to defined contribution pension plans are recognized as expenses over the employees’ service provision period. Prepaid contributions are recognized as an asset to the extent that they result in a cash refund or a reduction in the future payments.

  1. Defined benefit plan

The Company’s net obligation for defined benefit plans is calculated by discounting the present value of future benefit amounts earned by employees for current or prior periods of service, less the fair value of plan assets.

The defined benefit obligation is actuarially calculated annually by a qualified actuary using the projected unit benefit method. When the calculation results are probable to be favorable to the Company, the assets are recognized to the extent of the present value of any economic benefits that may be obtained in the form of refunds of contributions from the plan or reductions in future contributions to the plan. The present value of economic benefits is calculated taking into account any minimum contribution requirements.

229

The remeasurement of the net defined benefit liabilities, including actuarial gains and losses, the return on plan assets (excluding interest), and any changes in the impact of the asset ceiling (excluding interest) are recognized immediately in other comprehensive income and accumulated in retained earnings. The Company determines that net interest expense (income) on the net defined benefit liability (asset) uses the net defined benefit liability (asset) and discount rate determined at the beginning of the annual reporting period. Net interest expense and other expenses of the defined benefit plan are recognized in profit or loss.

Changes in benefits related to prior service costs or reduced benefits or losses resulting from plan revisions or reductions are recognized immediately in profit or loss. The Company recognizes gains or losses on settlement of a defined benefit plan when the settlement occurs.

  1. Short-term employee benefits

Short-term employee benefit obligations are recognized as expenses when services are rendered. If the Company has a present legal or constructive obligation to pay as a result of past service rendered by employees, and the obligation can be estimated reliably, the amount is recognized as a liability.

(XX) Borrowing costs

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

Except for the above, all other borrowing costs are recognized as profit or loss in the year in which they are incurred.

(XXI) Income tax

The income tax for the period comprises current and deferred tax.

Current income taxes include income taxes payable or tax refunds receivable based on the taxable income (loss) in current year, and any adjustments to income taxes payable or tax refunds receivable in previous years. The amount is the best estimate of the amount expected to be paid or received, as measured by the statutory tax rate or the tax rate under substantive legislation at the reporting date.

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Deferred income taxes are measured and recognized for temporary differences between the carrying amounts of assets and liabilities at the date of financial reporting and their tax bases. Unused tax losses and unused tax credits in later periods of transfer, and deductible temporary differences are recognized as deferred tax assets to the extent that it is very likely that future taxable income will be available. They shall also be reassessed at each reporting date and reduced to the extent that the relevant income tax benefit is not within the scope very likely to be realized; or the originally reduced amount shall be reversed to the extent that it is very likely to generate sufficient taxable income.

Deferred tax assets and deferred tax liabilities are offset only if the following conditions are met simultaneously:

  1. There is a legally enforceable right to offset current tax assets against current tax liabilities; and

  2. The deferred tax assets and liabilities are relate to one of the following taxpayers that are subject to the income tax levied by the same taxation authority: (1) The same taxpayer; or

  3. (2) Different taxpayers, provided that each taxpayer intends to settle current income tax liabilities and assets on a net basis, or to realize assets and settle liabilities 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.

(XXII) Earnings per share

The Company presents basic and diluted earnings per share attributable to equity holders of the Company’s common shares. Basic earnings per share is calculated by dividing the profit or loss attributable to the equity holders of the Company’s common shares by the weighted average number of outstanding common shares in current period. Diluted earnings per share is calculated by dividing the profit or loss attributable to the equity holders of the Company’s common shares by the weighted average number of outstanding common shares, adjusted for the impact of all potential diluted common shares.

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(XXIII) Segment information

Operating segments are components of the Consolidated Company that engage in operating activities that may generate revenues and incur expenses (including revenues and expenses related to transactions with other components of the Consolidated Company). The operating results of all operating segments are reviewed periodically by the key operating decision maker of the Consolidated Company in order to make decisions on the allocation of assets to such segments and evaluate the performance. Each operating segment has its separate financial information.

V. Significant Accounting Judgment, Estimates, and Assumptions and the Main Sources of Assumption Uncertainty

The Company and its subsidiaries take into account the economic impact of the COVID-19 epidemic in significant accounting estimates, and the management will continue to review estimates and underlying assumptions. Amendments to accounting estimates are recognized in the period when the estimates are revised if the amendments affect only that period. If revisions affect both current and future periods, the accounting estimates are recognized in the current and future periods.

Management is required to make judgments, estimates and assumptions when preparing the parent company only financial statements. They will affect the adoption of accounting policies and the reported amounts of assets, liabilities, revenues and expenses. Actual results may differ from estimates.

The management will continue to review estimates and underlying assumptions. Changes in accounting estimates are recognized in the period when the changes occur and in the future periods affected.

Information about uncertainties in assumptions and estimates that have a significant risk of causing a material adjustment in the next year is summarized below. The uncertainties in the following assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities in the next financial year and have reflected the impact of the COVID-19 pandemic. The relevant information is summarized below:

(I) Lose allowance for accounts receivable

The loss allowance for accounts receivable is estimated based on the assumptions of default risk and expected loss rate. The Company considers historical experience,

232

current market conditions and forward-looking estimates at each reporting date to determine the assumptions and inputs to be used in the impairment calculation. For details of the relevant assumptions and inputs, please refer to Note VI (V).

  • (II) Evaluation of inventories

  • Since inventories are measured at the lower of cost or net realizable value, the Company evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value on reporting date, and writes down the cost of inventories to the net realizable value. Such an evaluation of inventories is principally based on the demand for the products within the specified period in the future. Therefore, there might be material changes due to rapid changes in the industry.

  • (III) Impairment evaluation of investments accounted for using equity method When there is an indication that an investment by equity method has impaired and the carrying amount may not be recovered, the Company will evaluate such impairment immediately. The Company evaluates the impairment loss based on the investee’s future cash flow projections, including the sales growth rate and capacity utilization rate estimated by the investee’s internal management, and analyzes the reasonableness of the related assumptions.

  • (IV) Impairment evaluation of tangible assets and intangible assets (excluding goodwill) During the asset impairment evaluation process, the Company relies on its subjective judgment, use mode of assets and characteristics of the industry, to determine the independent cash flows of a particular asset group, useful life of the assets and the likely future income and loss, and any change in estimates due to changes in economic conditions or the Company’s strategy may cause significant impairment or reversal of a recognized impairment loss in the future.

  • (V) Recognition and measurement of provision for liabilities

  • Provisions for product warranty liabilities are estimated at the time of revenue recognition and are based on the number of products under warranty, the history of the products, the expected maintenance rate and the expected unit maintenance cost. The Company continuously reviews the basis of these estimates and revises them when appropriate. Any change in the above estimate basis could materially affect the estimation of the provision for product warranty liabilities.

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(VI) Realizability of deferred tax assets

Deferred tax assets are recognized only when it is probable that there will be sufficient taxable income for deductible temporary differences to be used in the future. Assessing the realizability of deferred tax assets must involve significant accounting judgments and estimates by the management, including assumptions about expected future sales revenue growth and profit margins, tax holiday periods, available income tax credits, and tax planning, etc. Any changes in the global economic environment, industrial environment and laws may cause significant adjustments to deferred tax assets.

(VII) Measurement of defined benefit obligation

The defined benefit cost and net defined benefit liabilities (assets) to be recognized for the defined benefit pension plan are actuarially valued using the projected unit benefit method. The actuarial assumptions adopted include discount rate, employee turnover rate, and increment rate of future salary. Such assumptions could materially affect the amounts of expenses and liabilities recognized if they change as a result of changes in market and economic conditions. For the significant actuarial assumptions used in the actuarial calculations and the sensitivity analysis, please refer to Note VI (XVII).

VI. Summary of Significant Accounting Titles

(I) Cash and cash equivalents

(I) Cash and cash equivalents
(II) Cash
Bank deposits
Financial assets at FVTPL
Current items:
Mandatorilymeasured at FVTPL
December 31,2023
$ 2,661
863,512
$ 866,173
December 31,2023
$ 417,099
119,830
$ 536,929
December 31,2023
$ 27
(27)
$ -
December 31,2022
$ 2,873
1,129,298
$ 1,132,171
December 31,2022
Domestic listed (OTC) stocks
Adjustments
Non-current items:
Mandatorilymeasured at FVTPL
$ 380,865
(3,863)
$ 377,002
December 31,2022
Overseas non-listed (non-OTC)
stocks
Adjustments
$ 27
(27)
-

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  1. Profits (losses) recognized in relation to the financial assets at fair value through profit or loss are listed below:
profit or loss are listed below:
Mandatorily measured at
FVTPL
Profits (losses) on valuation
Gain on disposal
Dividend revenue
2023
$ 123,694
$ 2,841
$ 23,144
2022
$ (11,149)
$ 2,095
$ 16,926
  1. The Company has no financial assets at fair value through profit or loss pledged to others.

  2. The above equity instruments of the Company are held for trading and are therefore measured at fair value through profit or loss.

  3. The Company invested in AUTECH EUROPE, a French agency, at an amount of FRF 5,000 (equaling to NT$27 thousand) in 1990, and the total capital amount of AUTECH EUROPE was FRF 100,000. In 1996, due to value impairment and little hope of recovery of the investee companies, all were recognized as losses.

(III) Financial assets at FVTOCI

Financial assets at FVTOCI
Measured at FVTOCI
Domestic listed (OTC) stocks
Adjustments
December 31,2023
$ 5,372
(3,381)
$ 1,991
December 31,2022
$ 21,391
(10,933)
$ 10,458
  1. The Company holds the above equity instruments as long-term strategic investments and therefore designates these investments as at fair value through other comprehensive income.

  2. The Company disposed of equity investments at fair values of NT$7,012 thousand and NT$3,808 thousand in 2023 and 2022, respectively, and the accumulated losses and gains on disposal were NT$(9,038) thousand and NT$1,125 thousand, respectively. The above accumulated disposal losses and gains have been transfered to the retained earnings from other equities.

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  1. Amounts recognized in profit or loss in relation to the financial assets at fair value through other comprehensive income are listed below:
through other comprehensive income are listed below:
Measured at FVTOCI
Dividend income recognized in
profit or loss
Held at the end of the period
Derecognized during the
period
Changes in fair value recognized
in other comprehensive
income
Accumulated gains (losses)
transferred to retained
earnings due to derecognition
2023
$ 164
-
$ 164
$ (1,486)
$ (9,038)
2022
$ 1,188
-
$ 1,188
$ (13,848)
$ 1,125
  1. The Company has no financial assets at fair value through other comprehensive income pledged to others.

  2. (IV) Financial assets measured at amortized cost

Pledged time deposits
Non-current
December 31,2023
$ 10,137
$ 10,137
December 31,2022
$ -
$ -
  1. For information on pledged financial assets at amortized cost, please refer to Note VIII.

  2. (V) Notes and accounts receivable

VIII.
Notes and accounts receivable
Notes receivable
Less: Loss allowance
Net
Account receivables
Less: Loss allowance
Net
December 31,2023
$ 164,157
(7,057)
$ 157,100
December 31,2023
$ 361,606
(10,964)
$ 350,642
December 31,2022
$ 386,323
(4,683)
$ 381,640
December 31,2022
$ 468,846
(11,234)
$ 457,612

The average credit period for merchandise sales ranges from 30 to 90 days for monthly

statement, and accounts receivable are non-interest-bearing.

The loss allowance for accounts receivable of the Company is recognized by simplified method under IFRS 9 according to lifetime expected credit losses. The

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lifetime expected credit loss is calculated using provision matrix and takes past breach records of the customer, the current financial condition and industrial economic trend. Since the Company’s historical experience of credit losses shows that there is no significant difference in the pattern of losses among different customer groups, therefore, the reserve matrix does not further distinguish between the customer groups, but only determines the expected credit loss rate based on the number of days overdue on accounts receivable.

If any evidence shows the counterparty faces significant financial difficulty and the collectible amount cannot be reasonably expected, the Company will directly offset the relevant accounts receivable but keep track of the receivables. The recovered amount is recognized in profit or loss.

The Company measures the loss allowance of note and accounts receivable according to the provision matrix as follows:

Not past due
1 - 30 days past due
31 - 180 days past due
181 - 365 days past due
Over 366 days past due
Total
Not past due
1 - 30 days past due
31 - 180 days past due
181 - 365 days past due
Over 366 days past due
Total
December 31,2023
Total carrying
amount
$ 475,225
6,931
21,479
10,761
11,367
$ 525,763
Loss allowance
(lifetime expected
credit losses)
$ (7,787)
(86)
(619)
(1,495)
(8,034)
$ (18,021)
December 31,2022
Amortized cost
$ 467,438
6,845
20,860
9,266
3,333
$ 507,742
Total carrying
amount
$ 811,590
12,382
15,109
5,603
10,485
$ 855,169
Loss allowance
(lifetime expected
credit losses)
$ (6,104)
(248)
(388)
(1,352)
(7,825)
$ (15,917)
Amortized cost
$ 805,486
12,134
14,721
4,251
2,660
$ 839,252

237

The expected credit loss ratios of the Company for each of the above sections (excluding unusual items for which 100% of the total amount has been presented) were 1% or less for not past due and 90 days or less past due; 5% or less for 365 days or less past due; and 5% - 80% for more than 365 days past due.

The changes in the Company’s loss allowance of notes and accounts receivable are as follows:

follows:
Opening balance
Presentation
(reversal) in the
current period
Write-offs in the
current period
Impacts of exchange
rate
Ending balance
2023
$ 15,917
2,337
(131)
(102)
$ 18,021
2022
$ 34,478
2,172
(20,803)
70
$ 15,917

(VI) Inventories

Inventories
December 31,2023
Products
$ 4,655
Raw materials
416,910
Work in process
924,154
Finished goods
103,055
$ 1,448,774
1.
Inventory-related expenses recognized in the current period
2023
Cost of goods sold
$ 1,878,841
Loss on market value decline and
obsolete and slow-moving
inventories
81,529
Inventory obsolescence
3,382
Inventory loss (profit)
3,339
Income from sale of scraps
(397)
Idle capacity related costs
36,100
$ 2,002,794
December 31,2022
$ 5,242
579,565
916,835
105,365
$ 1,607,007
2022
$ 2,362,128
41,547
2,352
2,294
(1,205)
25,501
$ 2,432,617
  1. As of December 31, 2023 and 2022, there were no guarantees or pledges on

inventories.

238

(VII) Investments accounted for using equity method

December 31, 2023 December 31, 2022 Associates $ 116,713 $ 109,850

The Company’s associates are listed below:

Investee
company
Yama Seiki
USA, Inc.
Huahan
Leasing
Co., Ltd.
Main business
Design and production of CNC
machine tools, CNC systems,
servo devices and related
components with more than
three axes linkage, and
maintenance and sales of
precision CNC machine tools
Rental of machinery and
equipment
Place of
establishment
and operation
USA
Taiwan
Carrying amount
December
31,2023
December
31,2022
$ 108,435 $ 101,849
8,278
8,001
$ 116,713 $ 109,850
Percentage of ownership
interest and voting rights
held bythe Company
Percentage of ownership
interest and voting rights
held bythe Company
December
31,2023
December
31,2023
December
31,2022
$ 108,435
8,278
28.58%
13.33%
28.58%
13.33%
$ 116,713
  1. On December 23, 2010, the Company’s Board of Directors resolved to invest US$1,700 thousand in YAMA SEIKI USA, INC. to engage in the sales and installation of parts and accessories of tool machines, mechanical instruments and international trade business.

  2. In August 2021, the Company resolved to invest NT$7,333 thousand in Huahan Leasing Co., Ltd. to engage in the machinery and equipment leasing business.

  3. The Company’s share of profit or loss and other comprehensive income in its associates using equity method in 2023 and 2022 are recognized in accordance with the associates’ financial statements audited by CPAs over the same period.

239

(VIII) Property, plant and equipment

(VIII) Property, plant and equipment
December 31,2023
Self-owned land
$ 536,761
Property and building
987,076
Machinery equipment
130,597
Molding equipment
9,435
Transportation equipment
12,267
Computer and
telecommunication equipment
7,726
Office equipment
270
Business equipment
4,050
Leasehold improvements
-
Other equipment
13,725
Unfinished construction and
equipments pending
acceptance
39,865
$ 1,741,772
January 1,
2023
Additions
Disposals
Reclassification
Cost
Self-owned land
$ 536,761
$ -
$ -$ -
Property and building
1,598,745
87
(516)
-
Machinery equipment
388,424
6,786
(54)
(30)
Molding equipment
54,368
6,223
(202)
658
Transportation
equipment
71,006
2,289
(4,015)
-
Computer and
telecommunication
equipment
19,703
275
(581)
2,014
Office equipment
5,990
74
(1,961)
(1,326)
Business equipment
18,812
1,411
-
-
Leasehold
improvements
749
-
-
-
Other equipment
60,920
872
(619)
(1,316)
Unfinished
construction and
equipments pending
acceptance
9,536
31,459
(1,109)
-
$ 2,765,014
$ 49,476
$ (9,057)
$ -
December 31,2023
December 31,2022
$ 536,761
1,045,193
149,012
6,304
15,187
8,833
1,463
5,989
-
19,195
9,536
$ 1,797,473
Impacts of
exchange rate
December 31,
2023
$ -
$ 536,761
(8,056)
1,590,260
(3,492)
391,634
(74)
60,973
(238)
69,042
(148)
21,263
(77)
2,700
-
20,223
-
749
(664)
59,193
(21)
39,865
$ (12,770) $ 2,792,663
$ 536,761
987,076
130,597
9,435
12,267
7,726
270
4,050
-
13,725
39,865
$ 1,741,772
Reclassification
$ -
-
(30)
658
-
2,014
(1,326)
-
-
(1,316)
-
$ -
$ 536,761
1,590,260
391,634
60,973
69,042
21,263
2,700
20,223
749
59,193
39,865
$ 2,792,663

240

Accumulated
depreciation
Property and building
Machinery equipment
Molding equipment
Transportation
equipment
Computer and
telecommunication
equipment
Office equipment
Business equipment
Leasehold
improvements
Other equipment
Net
Cost
Self-owned land
Property and building
Machinery equipment
Molding equipment
Transportation
equipment
Computer and
telecommunication
equipment
Office equipment
Business equipment
Leasehold
improvements
Other equipment
Unfinished
construction and
equipments pending
acceptance
January 1,
2023
$ 553,552
239,412
48,064
55,819
10,870
4,527
12,823
749
41,725
$ 967,541
$ 1,797,473
January 1,
2022
$ 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
Depreciation
$ 52,614
23,794
3,494
4,961
2,416
514
3,350
-
5,245
$ 96,388
Additions
$ -
-
1,892
3,560
5,362
7,313
707
1,010
-
1,045
60
$ 20,949
Disposals
$ (283)
(34)
(182)
(3,807)
(523)
(1,952)
-
-
(558)
$ (7,339)
Disposals
$ -
-
(19,896)
(412)
(1,846)
(309)
(3,124)
-
-
(1,083)
-
$ (26,670)
Reclassification
$ -
2
227
-
889
(602)
-
-
(516)
$ -
Reclassification
$ -
-
(10,210)
-
-
-
-
-
-
10,210
-
$ -
Impacts of
exchange rate
December 31,
2023
$ 603,184
261,037
51,538
56,775
13,537
2,430
16,173
749
45,468
$ 1,050,891
$ 1,741,772
December 31,
2022
$ (2,699)
(2,137)
(65)
(198)
(115)
(57)
-
-
(428)
$ (5,699)
Impacts of
exchange rate
$ -
6,371
3,057
59
211
121
50
-
-
372
17
$ 10,258
$ 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

241

Accumulated
depreciation
Property and building
Machinery equipment
Molding equipment
Transportation
equipment
Computer and
telecommunication
equipment
Office equipment
Business equipment
Leasehold
improvements
Other equipment
Net
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
Depreciation
$ 54,359
25,761
3,159
5,386
1,464
574
3,303
21
5,529
$ 99,556
Disposals
$ -
(16,714)
(412)
(1,780)
(285)
(3,123)
-
-
(828)
$ (23,142)
Reclassification
$ -
(5,858)
-
-
-
-
-
-
5,858
$ -
Impacts of
exchange rate
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
$ 1,797,473
  1. For properties, plants and equipment provided by the Company as the guarantee for borrowings, please refer to Note VIII for details.

  2. The land accounted for by the Company as at December 31, 2023 and 2022 was partly agricultural land with title temporarily registered in the name of another person for an amount of NT$88,529 thousand, in respect of which the Company has obtained a certificate of creation of other rights.

  3. (IX) Lease arrangements

  4. Right-of-use assets

Right-of-use assets
Land-use right
Property and building
December 31,2023
$ 113,567
910
$ 114,477
December 31,2022
$ 129,803
2,232
$ 132,035

242

Cost
Land-use right
Property and
building
Accumulated
depreciation
Land-use right
Property and
building
Net
Cost
Land-use right
Property and
building
Accumulated
depreciation
Land-use right
Property and
building
Net
January 1,
2023
Additions
$ -
-
$ -
Depreciation
$ 14,076
1,322
$ 15,398
Additions
$ 603
694
$ 1,297
Depreciation
$ 14,102
1,422
$ 15,524
Disposals
$ -
(150)
$ (150)
Disposals
$ -
(150)
$ (150)
Disposals
$ -
(1,634)
$ (1,634)
Disposals
$ -
-
$ -
Reclassification
$ -
-
$ -
Reclassification
$ -
-
$ -
Others
$ 25,080
-
$ 25,080
Others
$ 25,080
-
$ 25,080
Impacts of
exchange rate
$ (2,983)
-
$ (2,983)
Impacts of
exchange rate
$ (823)
-
$ (823)
Impacts of
exchange rate
$ 2,357
-
$ 2,357
Impacts of
exchange rate
$ 545
-
$ 545
December 31,
2023
$ 210,875
4,394
$ 207,892
4,244
$ 215,269 $ 212,136
January 1,
2023
December 31,
2023
$ 81,072
2,162
$ 94,325
3,334
$ 83,234 $ 97,659
$ 132,035 $ 114,477
January 1,
2022
December 31,
2022
$ 182,835
5,334
$ 210,875
4,394
$ 188,169 $ 215,269
January 1,
2022
December 31,
2022
$ 41,345
740
$ 81,072
2,162
$ 42,085 $ 83,234
$ 146,084 $ 132,035

243

2. Lease liabilities

Lease liabilities
Current
Non-current
December 31,2023
$ 638
280
$ 918
December 31,2022
$ 11,420
918
$ 12,338

3. Important renting activities and terms

  • The Company leases some lands, plants, offices and transportation equipment for periods ranging from 3 to 10 years. Upon termination of the leases, the Company does not have a preemptive right to acquire the leased assets.

The Company rents land in the People’s Republic of China for the manufacturing of its products, with a lease period of 50 years. The lease payment is made in lump sum at the time of signing contract, and the Company does not have a purchase right on the land at the end of the term of land-use right.

  1. Other lease information
4.
Other lease information
2023
Short-term lease and lease
expenses of low-value
assets
$ 3,835
Total cash outflow from
leases
$ 11,420
(X)
Intangible assets
December 31,2023
Goodwill
$ 642
Computer software
12,014
$ 12,656
2023 2022
$ 3,835 $ 1,199
$ 11,420 $ 11,410
December 31,2022
$ 642
9,726
$ 10,368

244

January 1,
2023
Additions
Cost
Goodwill
$ 642 $ -
Computer software
24,821
5,079
$ 25,463 $ 5,079
January 1,
2023
Amortization
in current
period
Accumulated
amortization
Computer software $ 15,095 $ 2,752
$ 15,095 $ 2,752
Net
$ 10,368
January 1,
2022
Additions
Cost
Goodwill
$ 642 $ -
Computer software
23,494
1,246
$ 24,136 $ 1,246
January 1,
2022
Amortization
in current
period
Accumulated
amortization
Computer software $ 12,093 $ 2,965
$ 12,093 $ 2,965
Net
$ 12,093
(XI)
Overdue receivables
Overdue receivables
Less: allowance for
uncollectible accounts
Disposals
Reclassification
$ -
$ -
(365)
-
$ (365)
$ -
Disposals
Reclassification
$ (365)
$ -
$ (365)
$ -
Disposals
Reclassification
$ -
$ -
-
-
$ -
$ -
Disposals
Reclassification
$ -
$ -
$ -
$ -
December 31,2023
$ 860
(860)
$ -
Disposals
Reclassification
$ -
$ -
(365)
-
$ (365)
$ -
Disposals
Reclassification
$ (365)
$ -
$ (365)
$ -
Disposals
Reclassification
$ -
$ -
-
-
$ -
$ -
Disposals
Reclassification
$ -
$ -
$ -
$ -
December 31,2023
$ 860
(860)
$ -
Impacts of
exchange rate
December 31,
2023
$ -
$ 642
(110)
29,425
$ (110)
$ 30,067
Impacts of
exchange rate
December 31,
2023
$ (71)
$ 17,411
$ (71)
$ 17,411
$ 12,656
Impacts of
exchange rate
December 31,
2022
$ -
$ 642
81
24,821
$ 81
$ 25,463
Impacts of
exchange rate
December 31,
2022
$ 37
$ 15,095
$ 37
$ 15,095
$ 10,368
December 31,2022
$ 9,732
(9,732)
$ -
Impacts of
exchange rate
December 31,
2023
$ -
$ 642
(110)
29,425
$ (110)
$ 30,067
Impacts of
exchange rate
December 31,
2023
$ (71)
$ 17,411
$ (71)
$ 17,411
$ 12,656
Impacts of
exchange rate
December 31,
2022
$ -
$ 642
81
24,821
$ 81
$ 25,463
Impacts of
exchange rate
December 31,
2022
$ 37
$ 15,095
$ 37
$ 15,095
$ 10,368
December 31,2022
$ 9,732
(9,732)
$ -
December 31,
2023
$ 642
29,425
$ 30,067
December 31,
2023
$ 17,411
$ 17,411
$ 12,656
December 31,
2022
$ 642
24,821
$ 25,463
December 31,
2022
$ $ $ 15,095
$ $ $ 15,095
$ 10,368
$ 860
(860)
$ 9,732
(9,732)
$ - $ -

245

(XII) Other financial assets - current

Other financial assets - current
Special funds for repatriation
of overseas funds
Restricted assets - bank
deposits
December 31,2023
$ 343,987
-
$ 343,987
December 31,2022
$ 353,397
188,170
$ 541,567

Regarding the special funds to be repatriated upon approval of the National Taxation Bureau, Ministry of Finance in accordance with the “Regulations of Repatriated Offshore Funds”, the Group intends to submit an investment plan to the Ministry of Economic Affairs within one year from the date on which the funds are deposited in a special account for foreign exchange deposits in accordance with Article 8 of the Regulations. Pursuant to the Regulations, the said plan was approved by the Ministry of Economic Affairs through the approval document No. 11020433960 on September 23, 2021.

(XIII) Short-term borrowings

Short-term borrowings
Secured loans
Credit loans
Interest rate
December 31,2023
$ 376,852
1,200,000
$ 1,576,852
1.6800% -3.6000%
December 31,2022
$ 509,949
1,445,000
$ 1,954,949
1.3123%-4.9000%

Please refer to Note VIII for the guarantees provided.

(XIV) Short-term notes and bills payable

Short-term notes and bills payable
Short-term notes and bills
payable
Less: Discount on short-term
notes and bills payable
Interest rate
December 31,2023
$ 80,000
(13)
$ 79,987
1.4500%
December 31,2022
$ 290,000
(359)
$ 289,641
1.3000%-1.7800%

246

(XV) Other payables

(XV)
Other payables
Other expenses payable
Employee compensation
payable
Remuneration payable to
directors and supervisors
Dividends payable
Construction and equipment
payable
Others
(XVI) Current provisions
Warranty
Employee benefits
January 1,
2023
Warranty
$ 5,272
Employee
benefits
7,173
$ 12,445
January 1,
2022
Warranty
$ 4,355
Employee
benefits
8,579
$ 12,934
December 31,2023
December 31,2022
$ 89,437
$ 101,697
16,000
16,000
2,750
1,800
491
491
212
2,379
3,288
6,522
$ 112,178
$ 128,889
December 31,2023
December 31,2022
$ 3,836
$ 5,272
9,099
7,173
$ 12,935
$ 12,445
New in
currentperiod
Reversal in
currentperiod
Impacts of
exchange rate
December 31,
2023
$ -
$ (1,436)
$ -
$ 3,836
1,966
(8)
(32)
9,099
$ 1,966
$ (1,444)
$ (32)
$ 12,935
New in
currentperiod
Reversal in
currentperiod
Impacts of
exchange rate
December 31,
2022
$ 917
$ -
$ -
$ 5,272
18
(1,448)
24
7,173
$ 935
$ (1,448)
$ 24
$ 12,445
December 31,2022
$ 101,697
16,000
1,800
491
2,379
6,522
$ 128,889
December 31,2022
$ 5,272
7,173
$ 12,445
December 31,
2023
$ 3,836
9,099
$ 12,935
December 31,
2022
$ 5,272
7,173
$ 12,445
  1. Warranty provision for liabilities refers to that as agreed in the sales contract of products, the management of the Company makes optimal estimate based on historical experience of the products.

  2. Provisions for employee benefit liabilities are recognized as a liability if the Company has a present legal or constructive obligation to pay as a result of past service rendered by employees, and the obligation can be estimated reliably.

247

(XVII) Employee benefits

1. Defined benefit plan

The Company’s employee retirement plan under the “Labor Standards Act” is a defined benefit plan. Under the plan, the employee’s pension is calculated based on the number of years of service and the average salary of the six months before retirement. The Company contributes monthly an amount equal to 2% of the employees’ gross salaries to the Labor Pension Fund Supervisory Committee and deposits the funds in the name of the Committee in a special account at the Bank of Taiwan. The Funds are operated and managed by the government’s designated authorities. Accordingly, the Company does not have any right to intervene in the investments of the Funds.

The actuarial valuations of the present value of the defined benefit obligation of the Company are carried out by qualified actuaries. The major assumptions used in the actuarial valuation on the measurement date are listed below:

(1)
Actuarial assumptions on the reporting date:
December 31,2023
Discount rate
1.300%
Expected salary adjustment
rate
2.500%
December 31,2022
1.400%
2.500%

248

  • (2) The amounts of pension expenses recognized in the consolidated statements of comprehensive income in respect of defined benefit plan are shown below:
below:
2023
Current service cost
$ 161
Interest cost on defined benefit
obligation
403
Interest income on plan assets
(283)
Recognized in profit or loss
281
Remeasurement
Actuarial gains (losses) -
Experience adjustments
269
Actuarial gains (losses) -
Adjustments to
demographic assumptions
-
Actuarial gains (losses) -
Adjustments to financial
assumptions
259
Return on plan assets
(177)
Recognized in other
comprehensive income
351
Total
$ 632
2022
$ 235
273
(180)
328
743
-
(1,858)
(2,181)
(3,296)
$ (2,968)

Pension expenses recognized in profit or loss for the above defined benefit plan are included in the following items:

Operating costs
Selling and marketing
expenses
General and administrative
expenses
Research and development
expenses
Others
2023
$ 2,274
61
230
78
(2,362)
$ 281
2022
$ 624
71
62
70
(499)
$ 328

249

(3) The Company’s obligation amount from defined benefit plans recognized in the consolidated balance sheets is as follows:

Present value of defined
benefit obligation
Fair value of plan assets
Net defined benefit liability
December 31,2023
$ 27,587
(20,614)
$ 6,973
December 31,2022
$ 28,824
(19,833)
$ 8,991
  • (4) Changes in the present value of the Company’s defined benefit obligations are presented below:
are presented below:
Opening balance
Current service cost
Net interest expense
Remeasurement
Actuarial gains -
Experience adjustments
Actuarial losses -
Adjustments to
demographic
assumptions
Actuarial gains -
Adjustments to financial
assumptions
Benefits paid for plan assets
Ending balance
2023
$ 28,824
161
403
269
-
259
(2,329)
$ 27,587
2022
$ 36,351
235
273
743
-
(1,858)
(6,920)
$ 28,824
  • (5) Changes in the fair value of the Company’s plan assets are presented below:
Opening balance
Interest income
Remeasurement
Return on plan assets
Contributions from employer
Benefits paid for plan assets
Ending balance
2023
$ 19,833
283
177
2,650
(2,329)
$ 20,614
2022
$ 23,557
180
2,181
835
(6,920)
$ 19,833

The Company expects to contribute NT$761 thousand to the defined benefit plan within one year after December 31, 2023.

250

  1. Defined contribution benefit plan

The employee retirement plans of AWEA and its domestic subsidiaries under the “Labor Pension Act” are defined contribution plan. The above companies contribute an amount equal to 6% of the employees’ monthly wages to the special accounts at the Bureau of Labor Insurance.

The pension payment of Shanghai Zhuwai Mechanical and Electrical Co., Ltd., AWEA Mechantronic (Suzhou) Ltd., and Yih Chuan Machinery (Jiaxing) Industry Co., Ltd. adopts defined contribution system. The pension benefits are contributed monthly by the company and deposited into the employees’ individual pension accounts, which are completely separated from the company and are transferred when employees leave the company. The contribution amount is recognized as current expense. B-Way (Cayman) Co., Ltd., Billion-Way (Cayman) Co., Ltd., Axtron Int’l Investment Co., Ltd. and Axtron Int’l Investment Limited have no regular employees and have no agreement on pension payment.

In accordance with the above regulations, the pension costs recognized by the Company for the years ended December 31, 2023 and 2022 were NT$20,760 thousand and NT$20,276 thousand, respectively.

(XVIII) Share capital

As of December 31, 2023, the Company’s authorized common stock amounted to NT$1,000,000 thousand, with paid-in capital of NT$965,942 thousand, par value of NT$10 per share, divided into 96,594,171 shares.

(XIX) Capital surplus

  1. Pursuant to the Company Act, capital surplus may not be used except to cover a deficit or to increase capital. Capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.

  2. Pursuant to the Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. However, the capital increase is limited to a certain percentage of the paid-in capital each year. In addition, changes in ownership

251

interest in subsidiaries recognized can be used to cover a deficit.

(XX) Retained earnings

Legal reserve should be appropriated until it reaches the total amount of paid-in capital. Legal reserve can be used to cover a deficit of the Company, and if there is no deficit, the excess of legal reserve over 25% of paid-in capital may be used to distributed new shares or cash to shareholders in proportion to their original shares.

The Company allocates and reverse the special reserve in accordance with Jin-Guan-Zheng-Fa-Zi No. 109050022 and the “FAQ on the Allocation of Special Reserve after Adoption of International Financial Reporting Standards (IFRSs)”. If the remaining balance of other shareholders’ equity is reversed, the reversed portion may be used to distribute earnings to the shareholders.

In accordance with the Company’s Articles of Incorporation, the annual net income after final settlement shall be used to pay taxes and cover the deficits of prior years, 10% of the remaining income shall be set aside as legal reserve and special reserve in accordance with the law, and the remaining balance shall be added to the undistributed earnings of prior years and a part of which retained as the capital required for the business growth, and then the Board of Directors shall prepare the earnings distribution proposal and submit it to the shareholders’ meeting for resolution.

At the shareholders’ meetings of AWEA held on June 7, 2023 and June 15, 2022, respectively, the Company resolved to approve the earning distribution plan and the dividends per share for the years 2022 and 2021, respectively, as follows:

Legal reserve
The distribution
items are as
follows:
Capital surplus
Cash dividends
Earningdistributionplan
2022
2021
$ 35,790
$ 13,278
-
28,979
154,551
115,913
Dividendsper share(NT$)
2022
$ 35,790
-
154,551
2022
$ -
1.6
2021
$ 0.3
1.2

The above distribution of earnings did not differ from the resolutions made by the Board of Directors of AWEA on March 13, 2023 and March 15, 2022, respectively. Information on the earning distribution condition proposed by the Board of Directors

252

and resolved by the Shareholders’ Meeting, is available on the “Market Observation Post System” website of the Taiwan Stock Exchange.

The distribution of earnings for 2023 had been approved by the Board of Directors of AWEA on March 5, 2024 as follows:

Legal reserve
The distribution items are as
follows:
Cash dividends
Earning distribution
plan
2023
$ 20,149
144,891
Dividends per share
(NT$)
2023
$ 1.5

The distribution of earnings for 2023 is to be resolved by the shareholders’ meeting to be held on June 18, 2024.

(XXI) Other equity items

Exchange differences arising from the translation adjustments of the financial statements of foreign operations are the relevant exchange differences generated from the translation of the functional currency of the net assets of foreign operations into AWEA’s presentation currency (i.e., New Taiwan dollars), and are recognized directly in other comprehensive income. The losses and gains recognized in other comprehensive income for the years ended December 31, 2023 and 2022 were NT$(14,590) thousand and NT$18,524 thousand, respectively.

(XXII) Non-controlling interests

Non-controlling interests
Opening balance
Shares attributable to
non-controlling interests
Net profit (loss)
Other comprehensive income
Ending balance
2023
$ 115,519
(20,505)
(1,273)
$ 93,741
2022
$ 119,261
(4,856)
1,114
$ 115,519

253

(XXIII) Operating revenue

2023 2022
Total operating revenue $ 2,370,121 $ 3,108,963
Less: Sales returns and discounts (8,204) (8,446)
$ 2,361,917 $ 3,100,517
2023 2022
Sales revenue $ 2,241,199 $ 2,957,565
Maintenance and other income 120,718 142,952
$ 2,361,917 $ 3,100,517
1. Revenue segmentation
Major sales market by geography:
2023 2022
Domestic sales $ 279,683 $ 806,651
Export
Asia 1,444,129 1,483,083
America 327,990 377,286
Europe 275,380 427,914
Other countries 34,735 5,583
$ 2,361,917 $ 3,100,517
2. Contract balance:
(1)
Changes in contract liabilities result from the difference between the
fulfillment of contractual obligations and the payment from customers.
2023 2022
Contract liabilities $ 172,215 $ 225,013
(2)
Amount of opening contract
liabilities recognized as revenue in current
period is:
2023 2022
Sales revenue $ 168,298 $ 201,348
(XXIV) Other income
2023 2022
Rental income $ 12,964 $ 11,570
Dividend revenue 23,308 18,114
Other income 29,194 16,327
$ 65,466 $ 46,011

254

(XXV) Other gains and losses

Other gains and losses
Foreign currency exchange gain
(loss)
Net gain on disposal of property,
plant and equipment
Gains from disposal of financial
assets
Gain (loss) on financial valuation at
fair value through profit or loss
Others
2023
$ 5,961
61
2,841
123,694
(471)
$ 132,086
2022
$ 127,208
211
2,095
(11,149)
(565)
$ 117,800

(XXVI) Finance costs

Finance costs Finance costs Finance costs
2023
Interest on bank loans
$ 32,703
Interest on lease liabilities
57
$ 32,760
Employee benefits, depreciation and amortisation expense
2023
Classified as
operating costs
Classified as
operating
expenses
Employee benefits
expense
Salary expense
$ 203,634
$ 132,536
Labor and health
insurance
expense
20,027
12,488
Pension expense
12,438
8,603
Director’s
remuneration
-
3,773
Other employee
benefit expenses
4,981
5,503
Depreciation
84,708
27,078
Amortisation
488
2,264
2022
$ 25,834
168
$ 26,002
Classified as
operating costs
$ 203,634
20,027
12,438
-
4,981
84,708
488
Classified as
operating
expenses
Total
$ 132,536
12,488
8,603
3,773
5,503
27,078
2,264
$ 336,170
32,515
21,041
3,773
10,484
111,786
2,752

(XXVII) Employee benefits, depreciation and amortisation expense

255

Employee benefits
expense
Salary expense
Labor and health
insurance
expense
Pension expense
Director’s
remuneration
Other employee
benefit expenses
Depreciation
Amortisation
2022
Classified as
operating costs
$ 221,718
20,787
13,174
-
7,324
87,623
517
Classified as
operating
expenses
$ 149,619
12,855
7,929
2,440
6,471
27,457
2,448
Total
$ 371,337
33,642
21,103
2,440
13,795
115,080
2,965

As of December 31, 2023 and 2022, the Company had 532 and 594 employees, respectively, including 7 and 5 directors who were not employees concurrently.

In accordance with the Company’s Articles of Incorporation, if the Company makes a profit during the year, the Company shall set aside not less than 3% to 8% as compensation to employees and not more than 2% as remuneration to directors and supervisors. The Company may distribute the above compensation to employees of its subsidiaries who meet certain criteria, and the terms and methods of distribution shall be determined by the Board of Directors. However, if the Company has accumulated deficit, an amount to cover such deficit shall be reserved in advance.

In 2023, the Company estimated employees’ compensation of NT$16,000 thousand and directors’ and supervisors’ remuneration of NT$2,750 thousand, respectively. The estimation is based on the past experience of actual distribution, the net income of the current period, and the percentage specified in the Articles of Incorporation, and the estimates are recognized as operating costs or expenses in the current year. If the actual distributed amounts in the following year are different from the estimates, they shall be handled as changes in accounting estimates, and the difference will be recognized as the profit or loss of the following year, with the related information

256

disclosed on the Market Observation Post System (MOPS).

In 2022, the Company’s compensation to employees and remuneration to directors and supervisors amounted to NT$16,000 thousand and NT$1,800 thousand, respectively, and the related information is available on the MOPS. There was no difference between the actual distributed amounts and the estimated amounts.

The information on the Company’s salary and remuneration policy (including directors, supervisors, managerial officers and employees) is as follows:

  1. Remuneration to directors

The Company’s general directors and independent directors’ remuneration policy is determined according to their responsibilities, risks, invested time and other factors. In accordance with the Articles of Association of the Company, the remunerations to the Chairman, Vice-Chairman and directors of the Company shall be authorized to be determined by the Board of Directors according to the degree of their participation in the operation of the Company and the value of their contributions, taking into account both the domestic and foreign industry standards. The Articles of Association also separately provide for a remuneration of the directors to be not more than 2% of the annual profit of the Company.

  1. Remuneration to supervisor

Since June, 2020, the Company established an Audit Committee to replace the supervisor system.

  1. Remuneration to the managerial officers

The remuneration of the managerial officers of the Company shall be considered by the Remuneration Committee and submitted to the Board of Directors for resolution based on their positions, contributions, the Company’s operating performance for the year and taking into account the Company’s future risks.

  1. 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. As stipulated in the Articles of Association, not less than 3% - 8% of the annual profit of the Company shall be used as the compensation to the employees.

257

In addition to setting competitive salary levels based on local labor market conditions, the Company’s (overseas) subsidiaries also provide annual bonuses to employees with reference to local laws and regulations, industry practices, and the overall operating performance of each subsidiary, in order to encourage employees to make long-term contributions and grow with the Company.

(XXVIII) Income tax

  1. Income tax expense (benefit)

Income tax expenses for the years ended December 31, 2023 and 2022 are as follows:

follows:
Current income tax:
Income tax generated in current
year
Adjustment on income tax of
prior years
Deferred income tax
Deferred tax expense (benefit)
related to the generation and
reversal of temporary
differences
Income tax expense (benefit)
2023
$ 79,616
(4,073)
(30,750)
$ 44,793
2022
$ 75,692
735
34,074
$ 110,501

(1) The components of income tax expense recognized in profit or loss for the years ended December 31, 2023 and 2022 are as follows:

Net profit before tax
Tax amount calculated by applying
statutory rate to net profit before tax
Influenced tax amount of adjusted items:
Impacts of items not included for
calculation of taxable income
Impact of different tax rates applied to
parent-subsidiary companies
Income tax reduction
Tax on undistributed earnings
Adjustment on income tax of prior years
Net change in deferred income tax
Temporary differences
Income tax expense (benefit) recognized
in profit or loss
2023
$ 235,099
$ 47,020
23,197
16,217
(14,662)
7,844
(4,073)
(30,750)
$ 44,793
2022
$ 459,788
$ 91,957
28,042
(27,560)
(16,747)
-
735
34,074
$ 110,501

258

  • (2) Income tax expenses (benefits) recognized under other comprehensive income are as follows:
income are as follows:
Items that will not be reclassified
subsequently to profit or loss
Remeasurement of defined
benefit plan
Items that may be reclassified
subsequently to profit or loss
Exchange difference on
translation of financial
statements of foreign
operations
2023
$ (70)
$ (3,648)
2022
$ 659
$ 4,631
  1. Deferred tax assets and liabilities are classified as follows:
Deferred tax assets and liabilities are classified as follows: classified as follows:
Exceeding amount of allowance for
uncollectible accounts
Unrealized exchange losses
Unrealized loss on market value
decline and obsolete and
slow-moving inventories
Unrealized sales profit
Unrealized attendance bonus
Unrealized warranty expense
Loss deduction
Exceeding amount of pension and
actuarial loss
Exchange difference on translation
of financial statements of foreign
operations
Investment tax credit -
Resource-poor areas
Others
Deferred tax assets
December 31,2023
$ 2,423
-
97,724
5,867
1,587
767
19,349
1,382
10,950
-
59
$ 140,108
December 31,2022
$ 3,285
(21,495)
82,583
6,765
1,309
1,054
18,625
1,785
7,302
-
70
$ 101,283

259

Deferred income tax liabilities
December 31,2023
December 31,2022
Unrealized exchange income or
loss
$ 4,165
$ 262
Share of profit or loss of
subsidiaries, associates and joint
ventures accounted for using
equity method
112,666
111,962
$ 116,831
$ 112,224
2023
Opening
balance
Recognized
in profit or
loss
Recognized in
other
comprehensive
income
Impacts of
exchange rate
Ending
balance
Temporary differences
Exceeding amount of allowance
for uncollectible accounts
$ 3,285 $ (851) $ -
$ (11) $ 2,423
Unrealized exchange losses
(21,495)
21,495
-
-
-
Unrealized loss on market value
decline and obsolete and
slow-moving inventories
82,583
15,376
-
(235)
97,724
Unrealized sales profit
6,765
(898)
-
-
5,867
Unrealized attendance bonus
1,309
281
-
(3)
1,587
Unrealized warranty expense
1,054
(287)
-
-
767
Loss deduction
18,625
724
-
-
19,349
Exceeding amount of pension and
actuarial loss
1,785
(473)
70
-
1,382
Exchange difference on
translation of financial
statements of foreign
operations
7,302
-
3,648
-
10,950
Investment tax credit -
Resource-poor areas
-
-
-
-
-
Others
70
(11)
-
-
59
Total deferred tax assets
$ 101,283 $ 35,356 $ 3,718 $ (249)$ 140,108
Unrealized exchange income or
loss
$ 262 $ 3,903 $ -
$ - $ 4,165
Share of profit or loss of
subsidiaries, associates and
joint ventures accounted for
using equity method
111,962
704
-
-
112,666
Total deferred income tax liabilities
$ 112,224 $ 4,607 $ -
$ - $ 116,831
Deferred income tax liabilities
December 31,2023
December 31,2022
Unrealized exchange income or
loss
$ 4,165
$ 262
Share of profit or loss of
subsidiaries, associates and joint
ventures accounted for using
equity method
112,666
111,962
$ 116,831
$ 112,224
2023
Opening
balance
Recognized
in profit or
loss
Recognized in
other
comprehensive
income
Impacts of
exchange rate
Ending
balance
Temporary differences
Exceeding amount of allowance
for uncollectible accounts
$ 3,285 $ (851) $ -
$ (11) $ 2,423
Unrealized exchange losses
(21,495)
21,495
-
-
-
Unrealized loss on market value
decline and obsolete and
slow-moving inventories
82,583
15,376
-
(235)
97,724
Unrealized sales profit
6,765
(898)
-
-
5,867
Unrealized attendance bonus
1,309
281
-
(3)
1,587
Unrealized warranty expense
1,054
(287)
-
-
767
Loss deduction
18,625
724
-
-
19,349
Exceeding amount of pension and
actuarial loss
1,785
(473)
70
-
1,382
Exchange difference on
translation of financial
statements of foreign
operations
7,302
-
3,648
-
10,950
Investment tax credit -
Resource-poor areas
-
-
-
-
-
Others
70
(11)
-
-
59
Total deferred tax assets
$ 101,283 $ 35,356 $ 3,718 $ (249)$ 140,108
Unrealized exchange income or
loss
$ 262 $ 3,903 $ -
$ - $ 4,165
Share of profit or loss of
subsidiaries, associates and
joint ventures accounted for
using equity method
111,962
704
-
-
112,666
Total deferred income tax liabilities
$ 112,224 $ 4,607 $ -
$ - $ 116,831
Deferred income tax liabilities
December 31,2023
December 31,2022
Unrealized exchange income or
loss
$ 4,165
$ 262
Share of profit or loss of
subsidiaries, associates and joint
ventures accounted for using
equity method
112,666
111,962
$ 116,831
$ 112,224
2023
Opening
balance
Recognized
in profit or
loss
Recognized in
other
comprehensive
income
Impacts of
exchange rate
Ending
balance
Temporary differences
Exceeding amount of allowance
for uncollectible accounts
$ 3,285 $ (851) $ -
$ (11) $ 2,423
Unrealized exchange losses
(21,495)
21,495
-
-
-
Unrealized loss on market value
decline and obsolete and
slow-moving inventories
82,583
15,376
-
(235)
97,724
Unrealized sales profit
6,765
(898)
-
-
5,867
Unrealized attendance bonus
1,309
281
-
(3)
1,587
Unrealized warranty expense
1,054
(287)
-
-
767
Loss deduction
18,625
724
-
-
19,349
Exceeding amount of pension and
actuarial loss
1,785
(473)
70
-
1,382
Exchange difference on
translation of financial
statements of foreign
operations
7,302
-
3,648
-
10,950
Investment tax credit -
Resource-poor areas
-
-
-
-
-
Others
70
(11)
-
-
59
Total deferred tax assets
$ 101,283 $ 35,356 $ 3,718 $ (249)$ 140,108
Unrealized exchange income or
loss
$ 262 $ 3,903 $ -
$ - $ 4,165
Share of profit or loss of
subsidiaries, associates and
joint ventures accounted for
using equity method
111,962
704
-
-
112,666
Total deferred income tax liabilities
$ 112,224 $ 4,607 $ -
$ - $ 116,831
Deferred income tax liabilities
December 31,2023
December 31,2022
Unrealized exchange income or
loss
$ 4,165
$ 262
Share of profit or loss of
subsidiaries, associates and joint
ventures accounted for using
equity method
112,666
111,962
$ 116,831
$ 112,224
2023
Opening
balance
Recognized
in profit or
loss
Recognized in
other
comprehensive
income
Impacts of
exchange rate
Ending
balance
Temporary differences
Exceeding amount of allowance
for uncollectible accounts
$ 3,285 $ (851) $ -
$ (11) $ 2,423
Unrealized exchange losses
(21,495)
21,495
-
-
-
Unrealized loss on market value
decline and obsolete and
slow-moving inventories
82,583
15,376
-
(235)
97,724
Unrealized sales profit
6,765
(898)
-
-
5,867
Unrealized attendance bonus
1,309
281
-
(3)
1,587
Unrealized warranty expense
1,054
(287)
-
-
767
Loss deduction
18,625
724
-
-
19,349
Exceeding amount of pension and
actuarial loss
1,785
(473)
70
-
1,382
Exchange difference on
translation of financial
statements of foreign
operations
7,302
-
3,648
-
10,950
Investment tax credit -
Resource-poor areas
-
-
-
-
-
Others
70
(11)
-
-
59
Total deferred tax assets
$ 101,283 $ 35,356 $ 3,718 $ (249)$ 140,108
Unrealized exchange income or
loss
$ 262 $ 3,903 $ -
$ - $ 4,165
Share of profit or loss of
subsidiaries, associates and
joint ventures accounted for
using equity method
111,962
704
-
-
112,666
Total deferred income tax liabilities
$ 112,224 $ 4,607 $ -
$ - $ 116,831
Deferred income tax liabilities
December 31,2023
December 31,2022
Unrealized exchange income or
loss
$ 4,165
$ 262
Share of profit or loss of
subsidiaries, associates and joint
ventures accounted for using
equity method
112,666
111,962
$ 116,831
$ 112,224
2023
Opening
balance
Recognized
in profit or
loss
Recognized in
other
comprehensive
income
Impacts of
exchange rate
Ending
balance
Temporary differences
Exceeding amount of allowance
for uncollectible accounts
$ 3,285 $ (851) $ -
$ (11) $ 2,423
Unrealized exchange losses
(21,495)
21,495
-
-
-
Unrealized loss on market value
decline and obsolete and
slow-moving inventories
82,583
15,376
-
(235)
97,724
Unrealized sales profit
6,765
(898)
-
-
5,867
Unrealized attendance bonus
1,309
281
-
(3)
1,587
Unrealized warranty expense
1,054
(287)
-
-
767
Loss deduction
18,625
724
-
-
19,349
Exceeding amount of pension and
actuarial loss
1,785
(473)
70
-
1,382
Exchange difference on
translation of financial
statements of foreign
operations
7,302
-
3,648
-
10,950
Investment tax credit -
Resource-poor areas
-
-
-
-
-
Others
70
(11)
-
-
59
Total deferred tax assets
$ 101,283 $ 35,356 $ 3,718 $ (249)$ 140,108
Unrealized exchange income or
loss
$ 262 $ 3,903 $ -
$ - $ 4,165
Share of profit or loss of
subsidiaries, associates and
joint ventures accounted for
using equity method
111,962
704
-
-
112,666
Total deferred income tax liabilities
$ 112,224 $ 4,607 $ -
$ - $ 116,831
Deferred income tax liabilities
December 31,2023
December 31,2022
Unrealized exchange income or
loss
$ 4,165
$ 262
Share of profit or loss of
subsidiaries, associates and joint
ventures accounted for using
equity method
112,666
111,962
$ 116,831
$ 112,224
2023
Opening
balance
Recognized
in profit or
loss
Recognized in
other
comprehensive
income
Impacts of
exchange rate
Ending
balance
Temporary differences
Exceeding amount of allowance
for uncollectible accounts
$ 3,285 $ (851) $ -
$ (11) $ 2,423
Unrealized exchange losses
(21,495)
21,495
-
-
-
Unrealized loss on market value
decline and obsolete and
slow-moving inventories
82,583
15,376
-
(235)
97,724
Unrealized sales profit
6,765
(898)
-
-
5,867
Unrealized attendance bonus
1,309
281
-
(3)
1,587
Unrealized warranty expense
1,054
(287)
-
-
767
Loss deduction
18,625
724
-
-
19,349
Exceeding amount of pension and
actuarial loss
1,785
(473)
70
-
1,382
Exchange difference on
translation of financial
statements of foreign
operations
7,302
-
3,648
-
10,950
Investment tax credit -
Resource-poor areas
-
-
-
-
-
Others
70
(11)
-
-
59
Total deferred tax assets
$ 101,283 $ 35,356 $ 3,718 $ (249)$ 140,108
Unrealized exchange income or
loss
$ 262 $ 3,903 $ -
$ - $ 4,165
Share of profit or loss of
subsidiaries, associates and
joint ventures accounted for
using equity method
111,962
704
-
-
112,666
Total deferred income tax liabilities
$ 112,224 $ 4,607 $ -
$ - $ 116,831
$ 4,165
112,666
$ 116,831
Recognized in
other
comprehensive
income
$ (851)
21,495
15,376
(898)
281
(287)
724
(473)
-
-
(11)
$ -
-
-
-
-
-
-
70
3,648
-
-
$ (11)
-
(235)
-
(3)
-
-
-
-
-
-
$ 2,423
-
97,724
5,867
1,587
767
19,349
1,382
10,950
-
59
$ 35,356 $ 3,718 $ (249) $ 140,108
$ 3,903
704
$ -
-
$ -
-
$ 4,165
112,666
$ 4,607 $ - $ - $ 116,831

260

2022
Temporary differences
Exceeding amount of allowance
for uncollectible accounts
Unrealized exchange losses
Unrealized loss on market value
decline and obsolete and
slow-moving inventories
Unrealized sales profit
Unrealized attendance bonus
Unrealized warranty expense
Loss deduction
Exceeding amount of pension and
actuarial loss
Exchange difference on
translation of financial
statements of foreign
operations
Investment tax credit -
Resource-poor areas
Others
Total deferred tax assets
Unrealized exchange income or
loss
Share of profit or loss of
subsidiaries, associates and
joint ventures accounted for
using equity method
Total deferred income tax liabilities
Opening
balance
Recognized in
profit or loss
Recognized in
other
comprehensive
income
Impacts of
exchange rate
Ending
balance
$ 8,734
8,580
74,935
5,784
1,522
871
18,977
2,544
11,933
14,250
80
$ (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
$ 148,210 $ (43,309) $ (5,290) $ 1,672 $ 101,283
$ -
121,459
$ 262
(9,497)
$ -
-
$ -
-
$ 262
111,962
$ 121,459 $ (9,235) $ - $ - $ 112,224

3. Information on investment tax credit:

The Company chose to apply the investment tax credit to the research and development expenditures under Article 10, paragraph 1, subparagraph 1 of the Statute for Industrial Innovation, and offset the amount of income tax payable for the current year up to a limit of 15% of the amount of research and development expenditures declared in accordance with the relevant regulations.

261

The Company chose to apply the tax credit method to investment in intelligent machinery, fifth-generation mobile communication systems and information security products or services by corporations or limited partnerships, and offset the amount of income tax payable for the current year up to a limit of 5% of the amount of expenditures for information security products declared in accordance with the relevant regulations.

  1. As of December 31, 2023, all of the estimated income tax credits under the Rules of the Statute for Upgrading Industries have been offset by the Company in the current year.

  2. The Company’s business income tax returns for the year 2021 have been approved by the tax authority.

  3. (XXIX) Earnings per share

(XXIX)
Earnings per share
Basic earnings per share
Profit attributable to ordinary
shareholders of the parent
company
Diluted earnings per share
Profit attributable to ordinary
shareholders of the parent
company
Effect of potential dilutive
common shares -
Employees’ compensation
Profit attributable to ordinary
shareholders of the parent
company plus effect of
potential ordinary shares
2023
Amount
$ 210,811
$ 210,811
-
$ 210,811
Weighted average
number of ordinary
shares outstanding
(shares in thousands)
Earnings per
share (NT$)
96,594
$ 2.18
96,594
492
97,086
$ 2.17

262

Basic earnings per share
Profit attributable to ordinary
shareholders of the parent
company
Diluted earnings per share
Profit attributable to ordinary
shareholders of the parent
company
Effect of potential dilutive
common shares -
Employees’ compensation
Profit attributable to ordinary
shareholders of the parent
company plus effect of
potential ordinary shares
2022
Amount
$ 354,143
$ 354,143
-
$ 354,143
Weighted average
number of ordinary
shares outstanding
(shares in thousands)
Earnings per
share (NT$)
96,594
$ 3.67
96,594
516
97,110
$ 3.65

If the Company chooses to issue stock or cash as compensation to employees, for compensation to be paid by issuance of shares, the potential common shares shall be included in the weighted average number of outstanding shares when such shares have a dilutive effect for the purpose of calculating diluted earnings per share. In calculating the diluted earnings per share, the number of shares to be issued is based on the net value of the potential common share on the balance sheet date. The dilutive effect of such potential common shares shall continue to be taken into account in calculating the diluted earnings per share until the number of shares to be issued as employees’ compensation is resolved at the shareholders’ meeting in the following year.

(XXX) Capital management

Based on the current industry characteristics of the business and the future development of the Company, as well as changes in the external environment and other factors, the Company plans for its working capital and dividend expense requirements in the future, so as to ensure that the Company can continue its operations, reward its shareholders and take into account the interests of other

263

stakeholders, and maintain an optimal capital structure to enhance shareholders’ value in the long term.

The Company’s management reviews its capital structure on a regular basis and considers the costs and risks that may be associated with the above capital structure. In general, the Company adopts a prudent risk management strategy.

(XXXI) Supplemental cash flow information

Investing activities with partial cash payments:

Purchase of property, plant and
equipment
Add: Opening payables on
equipment and construction
Interest capitalization
Less: Ending payables on
equipment and construction
Cash paid during the year
2023
$ 49,476
2,378
-
(212)
$ 51,642
2022
$ 20,949
3,769
-
(2,378)
$ 22,340

VII. Related Party Transactions

  • (I) Parent Company and the ultimate controlling party

Goodway Machine Corp. is the ultimate controlling party of the Group to which the Company belongs.

  • (II) Names of related parties and relationship
Names of related parties and relationship
Relatedpartyname
Goodway Machine Corp.
YAMA SEIKI USA,INC.
Goodway Machine Corp. (Wujiang)
Huahan Leasing Co., Ltd.
Allrich Cnc, Ltd.
Hung Jiu Machine Co., Ltd.
Turvo International Co., Ltd.
Boldwin Bio Co., Ltd.
Relationshipwith the Company
Ultimate parent company
Associates
Associates
Associates
Substantive related party
Substantive related party
Other related parties
Other related parties

(III) Significant transactions with the related parties

The transactions between AWEA and its subsidiaries, account balances, revenues and expenses have been eliminated upon consolidation and are therefore not disclosed in this note. The details of the transactions between AWEA and other related parties are summarized as follows:

264

1. Sales

Sales
Parent company
Associates
Yama Seiki
Others
Other related parties
2023
$ 8,705
299,505
75,585
93
$ 383,888
2022
$ 1,396
240,190
56,017
1
$ 297,604

The Company sells products of different specifications to related parties, and has no

other customers to compare with. The collection terms for the Company’s sales to related parties and general customers are based on the contracts.

  1. Purchases
Purchases
Parent company
Associates
Substantive related
party
Other related parties
2023
$ 1,221
6,633
4,204
34
$ 12,092
2022
$ 396
247
3,573
-
$ 4,216

The transaction prices of the Company’s purchases from related parties are similar to those of general transactions.

  1. Notes receivable, net
3.
Notes receivable, net
Parent company
Associates
Other related parties
4.
Accounts receivable, net
Parent company
Associates
Yama Seiki
Others
Other related parties
December 31,2023
$ 852
-
6
$ 858
December 31,2023
$ 10
43,474
222
35
$ 43,741
December 31,2022
$ 1,030
3,244
-
$ 4,274
December 31,2022
$ 170
33,396
-
-
$ 33,566

265

5.
Notes payable
Parent company
Substantive related
party
Other related parties
6.
Accounts payable
Parent company
Substantive related
party
7.
Other payables
Parent company
Associates
Other related parties
8.
Prepayments
Parent company
Other related parties
9.
Advance receipts
Parent company
Associates
10. Current lease liabilities
Parent company
11. Non-current lease liabilities
Parent company
December 31,2023
$ 267
263
36
$ 566
December 31,2023
$ 129
221
$ 350
December 31,2023
$ 1,042
281
16
$ 1,339
December 31,2023
$ 26
-
$ 26
December 31,2023
$ 190
-
$ 190
December 31,2023
$ 499
December 31,2023
$ -
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 31,2022
$ 1,045
9,550
$ 10,595
December 31,2022
$ 1,190
December 31,2022
$ 499

266

12. Property transaction

Disposal of property, plant and equipment

Disposal of property, plant and equipment plant and equipment plant and equipment
Parent company
Parent company
13. Leases
Rental income
Parent company
Other related parties
Rent expense
Parent company
14. Others
Other income
Parent company
Associates - Yama
Seiki
Manufacturing
expenses
Parent company
Associates
Substantive related
party
Other related parties
2023
Items
Proceeds
Gain on disposal
-
$ -
$ -
2022
Items
Proceeds
Gain on disposal
Machinery
equipment
$ 23
$ 8
2023
2022
$ 1,146
$ 1,110
43
-
1,189
1,110
2023
2022
$ 120
$ 120
2023
2022
$ 369
$ 461
16,970
84
$ 17,339
$ 545
2023
2022
$ 715
$ 770
475
7
2,610
-
38
66
$ 3,838
$ 843
$ 1,110
-
1,110
2022
$ 120
2022
$ 461
84
$ 545
2022
$ 770
7
-
66
$ 843

267

Selling and marketing

Selling and marketing
expenses
Parent company
Associates
Other related parties
General and
administrative
expenses
Parent company
Associates
2023
$ 2,430
7
70
$ 2,507
2023
$ 3
4,059
$ 4,062
2022
$ 2,392
10
77
$ 2,479
2022
$ 44
5,691
$ 5,735
  1. Information on main management rewards
Short-term employee
benefits
Post-employment
benefits
2023
$ 9,379
279
$ 9,658
2022
$ 15,382
400
$ 15,782

Compensation for key management personnel is determined by the Remuneration Committee based on individual performance and the Company’s operating results.

VIII. Pledged Assets

The Company’s assets pledged as collaterals are summarized as follows:

The Company’s assets pledged as collaterals are summarized as follows:
Name of asset
Property, plant and equipment - land
Property, plant and equipment - property and
building
Other current assets - restricted bank deposit
Right-of -use asset - land-use right
Financial assets measured at amortized cost -
pledged time deposits
December 31,2023
$ 377,341
718,383
-
89,038
10,137
$ 1,194,899
December 31,2022
$ 377,341
754,425
188,170
94,032
-
$ 1,413,968

The financial assets measured at amortized cost are performance security guarantees in the deposit pledge provided by Awea Company to rent the land of Central Taiwan Science Park.

268

IX. Significant Contingent Liabilities and Unrecognized Contract Commitments The Company’s commitments and contingencies as of December 31, 2023 include:

  • (I) The amount of guaranteed bills issued by the Company was NT$2,786 thousand.

  • (II) The amount of guaranteed bills collected by the Company from the customers was NT$69,866 thousand.

  • (III) The amount of guaranteed bills collected by the Company from the manufacturers due to solar photovoltaic lease was NT$ 21,180 thousand.

  • (IV) The amount of guaranteed bills received by the Company for the construction of Dapumei Plant Phase II was NT$21,780 thousand.

  • (V) The amount of the loan guarantee notes collected by Company from the subsidiary - Yih Chuan Company were NT$ 70,000 thousand.

  • (VI) In order to guarantee the release of imported goods before paying tax to the Customs Administration, the Company has entrusted the First Bank to issue a guarantee letter at the amount of NT$2,000 thousand.

  • X. Significant Disaster Loss: None.

  • XI. Significant Events after the Balance Sheet Date: None.

XII. Others

Financial instruments

  • (I) Information on fair value of financial instruments

The carrying amounts of the Company’s financial instruments not measured at fair value, including cash equivalents, notes receivable, accounts receivable, other receivables, refundable deposits, short-term borrowings, short-term notes and bills payable, notes payable, accounts payable, other payables, bonds payable, long-term borrowings, and guarantee deposits received, are the reasonable approximates of their fair values. The interest rates of bonds payable (including those due within one year or under repurchase rights) and long-term loans (including those due within one year) approximate market interest rates; therefore, the carrying amounts should be a reasonable basis for approximation of fair values. For information on the fair value of financial instruments measured at fair value, please refer to Note XII (VI).

269

  • (II) Financial risk management objectives

The objectives of the Company’s financial risk management are to manage the market risk (foreign currency exchange rate risk and interest rate risk), credit risk and liquidity risk associated with its operating activities. In order to reduce relevant financial risks, the Company is committed to identifying, evaluating and avoiding market uncertainties, so as to reduce the potential adverse impact of market changes on the Company’s financial performance.

Significant financial activities of the Company are reviewed by the Board of Directors in accordance with relevant norms and internal control systems. During the execution period of the financial plan, the Company must comply with the relevant financial operating procedures regarding the overall financial risk management and the division of rights and responsibilities.

  • (III) Market risks

The Company is primarily exposed to market risks arising from changes in foreign currency exchange rates and interest rates, and uses certain derivative financial instruments to manage the related risks.

  1. Foreign currency exchange rate risk

  2. Some of the Company’s cash inflows and outflows are in foreign currencies, which has a partially natural hedging effect; the Company’s exchange rate risk management is for hedging purpose, other than for profit purpose.

The exchange rate risk management strategy is to periodically review net parts of the assets and liabilities in various currencies, and make risk management of such parts.

270

The carrying amounts of the Company’s foreign-currency-denominated monetary assets and monetary liabilities at the end of the reporting period are summarized below:

Unit: Foreign currency/ NT$ thousand

Unit: Foreign currency/ NT$ thousand Unit: Foreign currency/ NT$ thousand Unit: Foreign currency/ NT$ thousand Unit: Foreign currency/ NT$ thousand
Financial assets
Monetary items
USD
EUR
CNY
AUD
Non-monetary
items
USD
Financial liabilities
Monetary items
USD
JPY
CNY
Non-monetary
items
USD
EUR
Financial assets
Monetary items
USD
EUR
CNY
AUD
Non-monetary
items
USD
Financial liabilities
Monetary items
USD
JPY
CNY
Non-monetary
items
USD
December31,2023
Foreign
currencies
28,189
5,354
29,309
1
-
338
6,602
35
835
1
Exchange rate
(Note)
30.655
33.78
4.302
20.88
-
30.655
0.2152
4.302
30.655
33.78
Sensitivityanalysis
NTD
Rate of
change
Profit and
loss impact
Equity
impact
864,134
5%
43,207
-
180,858
5%
9,043
-
126,087
5%
6,304
-
21
5%
1
-
-
-
-
-
10,361
5%
518
-
1,421
5%
71
-
151
5%
8
-
25,597
-
-
-
34
-
-
-
Unit: Foreign currency/ NT$ thousand
December 31,2022
Sensitivityanalysis
Equity
impact
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
NTD
1,772,424
98,015
39,035
21
-
4,599
661
394
47,554
Sensitivityanalysis
Rate of
change
5%
5%
5%
5%
-
5%
5%
5%
-
Profit and
loss impact
88,621
4,901
1,952
1
-
230
33
20

-
Equity
impact
-
-
-
-
-
-
-
-
-

(Note) Based on the exchange rate at the end of the reporting period.

271

  1. Interest rate risk

Interest rate risk is the risk of changes in fair value of financial instruments due to changes in market interest rates. The Company’s interest rate risk arises mainly from borrowings at variable interest rates.

If the borrowings at floating rate at the end of the reporting period are held for the entire reporting period, a 1% increase in interest rates would result in a decrease in net income before tax of NT$16,568 thousand.

  1. Other price risk

The price risk of the Company’s equity instrument investments arises mainly from the financial asset investments classified as measured at fair value through profit or loss.

If the price of equity instruments at the end of the reporting period decreases by 10%, the Company’s income would decrease by NT$53,892 thousand and NT$38,746 thousand in 2023 and 2022, respectively.

  • (IV) 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’s credit risk mainly comes from receivables arising from operating activities and bank deposits arising from investment activities. The operation-related credit risks and the financial credit risks are under separate management.

  1. Operation-related credit risks

In order to maintain quality of accounts receivable, the Company has established the procedure for management of operation-related credit risks. According to the Company’s credit policy, the Company is responsible for managing and analyzing the credit risk for each new customer. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors.

The risk assessment of individual customers takes into account many factors that may affect the customers’ ability to pay, including the customers’ financial position, ratings of credit rating agency, the Company’s internal credit rating, historical transaction records and current economic conditions, etc. The Company also

272

utilizes certain credit enhancement tools, such as credit insurance, when appropriate, to minimize the credit risk of specific customers.

As of December 31, 2023 and 2022, the balance of accounts receivable of the top ten customers accounted for 69% and 60% of the Company’s balance of accounted receivable respectively, and the credit concentration risk of the remaining accounts receivable was relatively insignificant.

  1. Financial credit risk

The credit risk of bank deposits is measured and monitored by the financial departments of the Company. As the Company’s trading partners and performing parties are banks with good credit and financial institutions, corporate organizations and government agencies with investment grade or above, without significant concern about performance of the contract, therefore, there is no significant credit risk.

(V) Liquidity risk

The Company’s objective in managing liquidity risk is to maintain cash and cash equivalents and sufficient bank facilities required for maintaining operations, so as to ensure sufficient financial resilience of the Company.

The following table summarizes the financial liabilities of the Company during the agreed repayment period by maturity date and undiscounted maturity amount:

Non-derivative financial
liabilities
Short-term borrowings
Short-term notes and bills
payable
Notes payable (including
related parties)
Accounts payable
(including related parties)
Other payables (including
related parties)
Provisions
Lease liabilities (including
related parties)
Guarantee deposits received
December 31,2023 December 31,2023 December 31,2023
1 to 3 months
$ 1,229,530
79,987
204,818
165,202
113,517
12,935
334
1,911
$ 1,808,234
4 to 6 months
$ 185,000
-
57,929
42
-
-
235
-
$ 243,206
7 to 12 months
$ 162,322
-
-
137
-
-
69
-
$ 162,528
Over 1years
$ -
-
-
239
-
-
280
-
$ 519
Total
$ 1,576,852
79,987
262,747
165,620
113,517
12,935
918
1,911
$ 2,214,487

273

Non-derivative financial
liabilities
Short-term borrowings
Short-term notes and bills
payable
Notes payable (including
related parties)
Accounts payable
(including related parties)
Other payables (including
related parties)
Provisions
Lease liabilities (including
related parties)
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 to 12 months
$ 142,613
-
-
234
-
-
5,724
-
$ 148,571
Over 1years
$ -
-
-
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
  • (VI) Fair value

  • For information on the fair value of the Company’s financial instruments not measured at fair value, please refer to Note 12, (1).

  • The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:

    • (1) Level 1: The inputs to this level are publicly quoted prices (unadjusted) in active markets for identical assets or liabilities. Active market means a market that meets all of the following conditions: the products traded in the market are homogeneous; willing buyers and sellers are readily available in the market, and the price information is readily available to the public.

    • (2) Level 2: the input values of this level are observable prices other than publicly quoted prices in Level 1, including direct (such as prices) or indirect (such as derived from prices) observable input values obtained from the active market.

    • (3) Level 3: the input values of this level are not inputs for assets or liabilities that are based on observable market data.

      • For the years ended December 31, 2023 and 2022, the Company had no transfer between Level 1 and Level 2.

      • For the years ended December 31, 2023 and 2022, the Company had no transfer into or out from Level 3.

274

  1. The methods and assumptions the Company used to measure fair value are as follows:

  2. (1) The fair values of financial assets and financial liabilities with standard terms and conditions and traded in active markets are determined by reference to quoted market prices.

  3. (2) The fair values of other financial liabilities are determined using generally accepted valuation models based on discounted cash flow analysis.

  4. Fair value hierarchy

The fair value hierarchy of the Company’s financial assets measured at fair value is as follows:

December 31, 2023
Level 1
$ 536,929
1,991
$ 538,920
Level 2
Level 3
$ -
$ -
-
-
$ -
$ -
December 31, 2022
Total
$ 536,929
1,991
$ 538,920
Total
$ 377,002
10,458

XIII. Additional Disclosures

  • (I) Significant transactions information

  • Loaning funds to others: Refer to Table 1.

  • Provision of endorsements and guarantees to others: None.

  • Holding of marketable securities at the end of the period (not including investment in subsidiaries, associates and joint ventures): Refer to Table 2.

  • Acquisition or sale of the same security with the accumulated cost exceeding

275

NT$300 million or 20% of the Company’s paid-in capital: None.

  1. Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

  2. Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

  3. Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more: Refer to Table 3.

  4. Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: None;

  5. Derivative transactions: Please refer to Note 12 for details.

  6. The business relationship between the parent and the subsidiaries and significant transactions between them: Refer to Table 4.

  7. (II) Information on investees: Refer to Table 5.

  8. (III) Information on Investment in Mainland China: Refer to Table 6.

  9. (IV) Information on major shareholders: Refer to Table 7.

276

Table 1: Loaning Funds to Others

December 31, 2023

Unit: NT$ thousand (unless stated otherwise)

No.
(Note 1)
Companies
loaning fund
Companies
that fund is
loaned to
Transaction
items
Related
party
Maximum
amount of
the current
period
(Note 3)
Ending
balance
(Note 4)
Amount
drawn
Interest
rate
Type of
loans
Amount of
transaction


Cause for
necessity of
short-term
financing
Amount of
allowance
for
uncollectible
accounts
Collateral Collateral Loaning limit
to individual
objects
(Note 2)
Total loaning
limit to others
(Note 2)

Name
Value
0 AWEA
Mechantronic
Co., Ltd.
Yih Chuan
Machinery
Industry Co.,
Ltd.
Other
receivables -
related
parties

Yes
150,000 70,000 60,000 2.05% With
necessity of
short-term
financing
140 Operating
turnover
- Promissory
note
70,000 329,385 1,317,541
1 Shanghai
Zhuwai
Mechanical
and Electrical
Co.,Ltd.
Awea
Mechantronic
(Suzhou) Ltd.
Other
receivables -
related
parties

Yes
107,930
(CNY
25,000)
107,930
(CNY
25,000)
43,020 3.45%
~
3.55%
With
necessity of
short-term
financing
- Operating
turnover
- - - 150,752 150,752
1 Shanghai
Zhuwai
Mechanical
and Electrical
Co.,Ltd.
Yih Chuan
Machinery
(Jiaxing)
Industry Co.,
Ltd.
Other
receivables -
related
parties

Yes
29,216
(CNY
6,700)
21,765
(CNY
5,000)
- 3.45% With
necessity of
short-term
financing
- Operating
turnover
- - - 150,752 150,752

Note 1: The explanation for the numbering column is as follows:

(1) Fill in 0 for issuer.

(2) The investees are coded sequentially beginning from “1” by each individual company.

Note 2: The loaning limit to individual objects shall not exceed 10% of their net value of the current period, and the total loaning limit shall not exceed 40% of their net value of the current period. Note 3: The maximum balance of loaning funds to others of the current year.

Note 4: It is the loaning limit approved by the Board of Directors.

277

Table 2: Holding of Marketable Securities at the End of the Period (Not Including Investment in Subsidiaries, Associates and Joint Ventures)

December 31, 2023 Unit: NT$ thousand (unless stated otherwise) Unit: NT$ thousand (unless stated otherwise) Unit: NT$ thousand (unless stated otherwise) Unit: NT$ thousand (unless stated otherwise)
Held company name Marketable securities type
and name
Relationship with
the company
Financial statement account December31,2023 Remark
Number of
shares
Carrying
amount
Ownership
(%)

Fair value (Note 1)
AWEA Mechantronic
Co.,Ltd.
Stock- AUTECH EUROPE - Financial assets at FVTPL -
non-current
50 - (Note 2) 5.00% -
AWEA Mechantronic
Co.,Ltd.
Stock- P-Duke Technology
Co.,Ltd.
- Financial assets at FVTPL - current 1,063,852 102,555 1.29% 102,555
AWEA Mechantronic
Co.,Ltd.
Stock- Turvo International
Co.,Ltd.
Other related
parties
Financial assets at FVTPL - current 2,873,000 399,347 4.77% 399,347
AWEA Mechantronic
Co.,Ltd.
Stock- Eagle Cold Storage
EnterpriseCo.,Ltd.
- Financial assets at FVTPL - current 968,000 29,040 0.81% 29,040
AWEA Mechantronic
Co., Ltd.
Stock- Taiwan
Semiconductor
Manufacturing Company
Limited
- Financial assets at FVTPL - current 10,000 5,930 - 5,930
AWEA Mechantronic
Co.,Ltd.
Stock- Zeng Hsing
IndustrialCo.,Ltd.
- Financial assets at FVTPL - current 534 57 - 57
AWEA Mechantronic
Co.,Ltd.
Stock- Fittech Co., Ltd. - Financial assets at FVOCI -
non-current
29,846 1,991 0.04% 1,991

Note 1: If the investee company does not have a quoted market price, the net equity value shall be presented.

Note 2: In 1996, due to value impairment and little hope of recovery of the investee companies, all were recognized as losses.

278

Table 3: Purchases or Sales of Goods from or to Related Parties Reaching NT$100 Million or 20% of Paid-in Capital or More

December 31, 2023 December 31, 2023 Unit: NT$ thousand (unless stated otherwise) Unit: NT$ thousand (unless stated otherwise) Unit: NT$ thousand (unless stated otherwise)
Company name Counterparty Relationship Transaction details Abnormal transaction
(Note 1)
Notes/ accounts payable or
receivable
Remark
Purchases
/ sales
Amount % to
Total
Payment
terms
Unit price Payment
terms
Ending
balance
% to total notes and
accounts receivable
(payable)
AWEA
Mechantronic
Co.,Ltd.
Awea
Mechantronic
(Suzhou)Ltd.
Subsidiaries
under sub-
subsidiaries
Sales $ 255,365 16.24% 3 months
after shipped
- - $ 78,173 16.07% -
AWEA
Mechantronic
Co.,Ltd.
Yama Seiki
USA, Inc.
Subsidiaries Sales $ 299,505 19.05% 3 months
after shipped
- - $ 43,474 8.94% -

Note 1: Since the products sold by the Company to its related parties AWEA Suzhou and Yama Seiki have different features, there are no other customers available for

comparison; in addition, its collection terms and the collection terms for general customers are determined by contract.

279

Table 4: The Business Relationship Between the Parent and the Subsidiaries and Significant Transactions Between Them

December 31, 2023 Unit: NT$ thousand (unless stated otherwise)

No.
(Note 1)
Company name Counterparty Relationship to the
counterparty (Note 2)
Terms Terms
Account Amount Terms % to total consolidated revenue
or assets(Note 4)
0 AWEA Mechantronic
Co.,Ltd.
Yih Chuan Machinery
IndustryCo.,Ltd.
1 Sales revenue 140 (Note 3) -
0 AWEA Mechantronic
Co.,Ltd.
Yih Chuan Machinery
IndustryCo.,Ltd.
1 Incoming goods (materials) 11,872 (Note 3) 0.5%
0 AWEA Mechantronic
Co.,Ltd.
Yih Chuan Machinery
IndustryCo.,Ltd.
1 Account receivables 30 (Note 3) -
0 AWEA Mechantronic
Co.,Ltd.
Yih Chuan Machinery
IndustryCo.,Ltd.
1 Other receivables 61,626 (Note 3) 1.0%
0 AWEA Mechantronic
Co.,Ltd.
Yih Chuan Machinery
IndustryCo.,Ltd.
1 Notes payable 1,821 (Note 3) -
0 AWEA Mechantronic
Co.,Ltd.
Yih Chuan Machinery
IndustryCo.,Ltd.
1 Accounts payable 1,209 (Note 3) -
0 AWEA Mechantronic
Co.,Ltd.
Yih Chuan Machinery
IndustryCo.,Ltd.
1 Interest income 1,423 (Note 3) 0.1%
0 AWEA Mechantronic
Co.,Ltd.
Yih Chuan Machinery
IndustryCo.,Ltd.
1 Operating cost - after-sales
service expenses
85 (Note 3) -
0 AWEA Mechantronic
Co.,Ltd.
Yih Chuan Machinery
IndustryCo.,Ltd.
1 Other non-operating income 1,514 (Note 3) 0.1%
0 AWEA Mechantronic
Co.,Ltd.
Awea Mechantronic
(Suzhou)Ltd.
1 Sales revenue 255,365 (Note 3) 10.8%
0 AWEA Mechantronic
Co.,Ltd.
Awea Mechantronic
(Suzhou)Ltd.
1 Purchases 202 (Note 3) -
0 AWEA Mechantronic
Co.,Ltd.
Awea Mechantronic
(Suzhou)Ltd.
1 Account receivables 78,173 (Note 3) 1.3%
0 AWEA Mechantronic
Co.,Ltd.
Awea Mechantronic
(Suzhou)Ltd.
1 Other payables 151 (Note 3) -
0 AWEA Mechantronic
Co.,Ltd.
Awea Mechantronic
(Suzhou)Ltd.
1 Manufacturing - repairs and
maintenance expense
234 (Note 3) -
0 AWEA Mechantronic
Co.,Ltd.
Awea Mechantronic
(Suzhou)Ltd.
1 Sales - warranty expenses 201 (Note 3) -
0 AWEA Mechantronic
Co., Ltd.
Yih Chuan Machinery
(Jiaxing) Industry
Co.,Ltd.
1 Sales revenue 19 (Note 3) -

280

No.
(Note 1)
Company name Counterparty Relationship to the
counterparty (Note 2)
Terms Terms
Account Amount Terms % to total consolidated revenue
or assets(Note 4)
1 Awea Mechantronic
(Suzhou) Ltd.
Shanghai Zhuwai
Mechanical and
Electrical Co.,Ltd.
3 Other payables 43,020 (Note 3) 0.7%
1 Awea Mechantronic
(Suzhou) Ltd.
Shanghai Zhuwai
Mechanical and
Electrical Co.,Ltd.
3 Finance costs - interest expense
2,383
(Note 3) 0.1%
1 Awea Mechantronic
(Suzhou) Ltd.
Yih Chuan Machinery
(Jiaxing) Industry
Co.,Ltd.
3 Sales revenue 1 (Note 3) -
2 Yih Chuan Machinery
Industry Co., Ltd.
Yih Chuan Machinery
(Jiaxing) Industry
Co.,Ltd.
3 Account receivables 1,256 (Note 3) -
2 Yih Chuan Machinery
Industry Co., Ltd.
Yih Chuan Machinery
(Jiaxing) Industry
Co.,Ltd.
3 Sales revenue 1,282 (Note 3) 0.1%
3 Shanghai Zhuwai
Mechanical and
Electrical Co.,Ltd.
Yih Chuan Machinery
(Jiaxing) Industry
Co.,Ltd.
3 Interest income 308 (Note 3) -

Note 1: The business transactions between the parent company and the subsidiaries shall be indicated in the numbering column respectively, and the number shall be filled in as follows: 1. Parent company is No. 0.

  1. Subsidiaries are listed in order from No.1.

Note 2: In case of any of the following three relationships with the traders, it only needs to indicate the relationship type:

  1. Parent to subsidiary.

  2. Subsidiary to parent.

  3. Subsidiary to subsidiary.

Note 3: It is subject to stipulations in contract.

Note 4: The Company will decide on the presentation of the significant transactions in this table in accordance with the principle of materiality.

281

Table 5: Names, Locations and Other Information of Investee Companies (Not Including Investees in Mainland China)

December 31, 2023 Unit: NT$/ Foreign currency thousand (unless stated otherwise)

Investor company Investee company Location Main business
activities
Initial investment amount Initial investment amount Held at the end ofperiod Held at the end ofperiod Held at the end ofperiod Current profit
(loss) of the
invested
company
Recognized
investment
gains (losses)
in the current
period
(Note 1)
Remark
December 31,
2023
December 31,
2022
Number of
shares
Ownership (%) Carrying
amount
AWEA
Mechantronic Co.,
Ltd.
AWEA
Mechantronic Co.,
Ltd.
AWEA
Mechantronic Co.,
Ltd.
AWEA
Mechantronic Co.,
Ltd.
B-Way (Cayman)
Co., Ltd.

B-Way (Cayman)
Co., Ltd.

Yama Seiki USA,
Inc.

Yih Chuan
Machinery
Industry Co., Ltd.

Huahan Leasing
Co., Ltd.
Billion-Way
(Cayman) Co.,
Ltd.
Cayman
Islands
USA
Taiwan
Taiwan
Cayman
Islands
International
investment and
international trade
Machinery sales and
installation,
international trade
Manufacturing of
machinery and
equipment, design of
products, wholesale of
machinery, and retail
of mechanical
appliances
Rental of machinery
and equipment
International
investment and
international trade
$ 332,212
53,968

264,592
7,333
USD 12,830
(NTD 393,304)
$ 332,212
53,968
264,592
7,333
USD 12,830
(NTD 393,304)
10,665,029
584,192
5,914,800
666,667
12,829,840
100.00%
28.58%
60.00%
13.33%
100.00%
$ 694,302
108,435
141,254
8,278
706,493
$ 57,841
24,042
(51,263)
2,080
58,052
$ 57,652
6,901
(30,757)
277
58,052
(Note 1)
-
(Note 1)
-
(Note 1)

282

Investor company Initial investment amount Initial investment amount Held at the end ofperiod Held at the end ofperiod Held at the end ofperiod Recognized Remark
Investee company Location Main business
activities
December 31,
2023
December 31,
2022
Number of
shares
Ownership (%) Carrying
amount
Current profit
(loss) of the
invested
company
investment
gains (losses)
in the current
period
(Note 1)
Yih Chuan
Machinery
Industry Co., Ltd.
AXTRON INT’L
INVESTMENT
CO.,LTD
AXTRON INT’L
INVESTMENT
CO., LTD
AXTRON INT’L
INVESTMENT
LIMITED
USA -
Marshall
Islands
Hong Kong
International
investment and
international trade
International
investment and
international trade
200,000
HKD 10
(NTD 39)
200,000
HKD 10
(NTD 39)
50,000
10,000
100.00%
100.00%
205,164
205,163
(21,254)
(21,254)
(21,254)
(21,254)
(Note 1)
(Note 1)

Note 1: It has been written off.

283

Table 6: Information on Investments in Mainland China

December 31, 2023

Unit: NT$ thousand (unless stated otherwise)

  1. Name of the investee company in Mainland China, main business items, paid-in capital, method of investment, inward/outward remittance of funds, percentage of ownership, carrying value of investment, and gain or loss on repatriated investment:
Name of
investee
Main business
activities
Paid-in capital Investment
method
(Note 1)
Accumulated
investment
amount remitted
from Taiwan at
the beginning of
the period
Amount remitted
from Taiwan to
Mainland China/
Amount remitted
back to Taiwan for
currentperiod
Amount remitted
from Taiwan to
Mainland China/
Amount remitted
back to Taiwan for
currentperiod

Accumulated
investment
amount remitted
from Taiwan at
the end of the
period
Current
profit and
loss of the
invested
company
Ownership
percentage
of direct or
indirect
investment
Recognized
investment
gains and
losses in the
current
period
(Note 2)
Carrying
amount of
investment
as of
December
31, 2023
Accumulated
inward
remittance of
earnings as of
December 31,
2023
Outflow Inflow
Shanghai
Zhuwai
Mechanical
and Electrical
Co., Ltd.
Machinery sales
and installation,
business
management
consultation, and
international trade
USD 2,500
(NTD 76,638)
(Note 3)
2 USD 2,494
(NTD 76,454)
(Note 3)
- - USD 2,494
(NTD 76,454)
(Note 3)
$ 7,597 100% $ 8,116 $148,859 USD 15,438
(NTD 479,279)
(Note 3)
Awea
Mechantronic
(Suzhou) Ltd.
Machinery sales,
manufacturing and
installation, and
international trade
USD 11,400
(NTD 349,467)
(Note 3)
2 USD 10,400
(NTD 318,812)
(Note 3)
- - USD 10,400
(NTD 318,812)
(Note 3)
58,604 100% 58,604 544,304 USD 4,706
CNY 49,580
(NTD 362,259)
Yih Chuan
Machinery
(Jiaxing)
Industry Co.,
Ltd.
Machinery sales,
manufacturing and
installation, and
international trade
USD 2,510
(NTD 76,944)
(Note 3)
2 USD 2,510
(NTD 76,944)
(Note 3)
- - USD 2,510
(NTD 76,944)
(Note 3)
(21,254) 100% (21,254) 205,163 -

284

2.
Limit on investments in Mainland China:
2.
Limit on investments in Mainland China:
Name of investor Accumulated investment amount
remitted from Taiwan to Mainland
China at the end of theperiod
Investment amounts authorized by
Investment Review Committee, MOEA
Limit on investments in Mainland
China imposed by the Investment
Review Committee,MOEA
The Company $ 395,266 (Note 3)
(USD 12,894)
$ 426,105 (Note 3)
(USD 13,900)
$ 1,976,311 (Note 5)
Yih Chuan Machinery
IndustryCo.,Ltd.
$ 76,944 (Note 3)
(USD 2,510)
$ 76,944 (Note 3)
(USD 2,510)
$ 140,612 (Note 5)

Note 1: Investment methods are divided into the following three types, just enter the code:

  • (1) Direct investment in Mainland China.

  • (2) Indirect investment in Mainland China through third-region companies.

  • (3) Other methods.

  • Note 2: The basis for recognition of investment gains and losses is the financial statements audited by CPAs for the same period.

  • Note 3: The NT$ amount is translated by the exchange rate on the balance sheet date.

  • Note 4: Dawei Mechantronic (Suzhou) Co., Ltd. was merged with AWEA Mechantronic (Suzhou) Ltd. in September, 2020, and AWEA Mechantronic (Suzhou) Ltd. is the surviving company. The merger was approved by the Investment Review Committee, MOEA under the letter No. 11000165350 in July 2021.

  • Note 5: The cumulative amount of the investor’s investment in Mainland China shall not exceed 60% of the net value.

  • Significant direct or indirect transactions through a third region business with the investee in the Mainland China: please refer to Table 4 for details.

285

Table 7: Information on Major Shareholders

December 31, 2023

Table 7: Information on Major Shareholders
December 31, 2023
Name of major shareholders Number of shares held Ownership (%)
Goodway Machine Corp. 47,962,311 49.65 %
De-Hua Yang 9,031,403 9.34 %
JiaJin Investment Co., Ltd. 6,256,388 6.47 %

286

XIV. Segment Information

(I) Relevant segment information of the Company for the years ended December 31, 2023 and 2022 is as follows:

Revenue
Revenue from outside
customers
Inter-segment revenue
Interest income
Share of profit or loss of
associates and joint
ventures accounted for
using equity method
Interest expense
Depreciation and
amortisation
Profit or loss before tax
Revenue
Revenue from outside
customers
Inter-segment revenue
Interest income
Share of profit or loss of
associates and joint
ventures accounted for
using equity method
Interest expense
Depreciation and
amortisation
Profit or loss before tax
2023
Taiwan Awea
$ 1,316,798
255,523
30,000
34,073
28,704
73,037
240,987
Awea (Suzhou)
$ 872,286
404
599
-
4,300
31,488
76,488
Other
segments
$ 172,833
13,239
3,643
-
3,869
12,222
(55,999)
2022
Adjustment
and
elimination
$ -
(269,166)
(4,113)
(26,895)
(4,113)
(2,209)
(26,377)
Total
$ 2,361,917
-
30,129
7,178
32,760
114,538
235,099
Taiwan Awea
$ 1,987,934
295,724
16,006
95,775
19,897
74,288
439,857
Awea (Suzhou)
$ 942,995
1,159
809
-
4,717
32,516
108,716
Other
segments
$ 169,588
22,847
1,550
-
3,781
13,450
(791)
Adjustment
and
elimination
$ -
(319,730)
(2,393)
(87,993)
(2,393)
(2,209)
(87,994)
Total
$ 3,100,517
-
15,972
7,782
26,002
118,045
459,788
  1. The total reportable inter-segment revenue excluding inter-segment revenue to be eliminated was NT$269,166 thousand and NT$319,730 thousand in 2023 and 2022, respectively.

287

  1. The total reportable segment income excluding income tax expense was NT$44,793 thousand and NT$110,501 thousand in 2023 and 2022, respectively.

The Company has two reportable segments: Taiwan Awea and Awea (Suzhou). The main business of Taiwan Awea is design, manufacture and sales of special machines, automation equipment and computer-controlled tool machines. Awea (Suzhou) is engaged in the manufacture, sales and installation of machinery.

The Company does not allocate income tax expense to reportable segments. The amounts reported are consistent with the reports used by the operating decision maker, and the accounting policies of the operating segments are the same as those described in Note IV Summary of Significant Accounting Polices. The profit or loss of the Company’s operating segments is based on net profit before tax. The Company recognizes inter-segment sales and transfers as transactions with third parties and measures them at current market prices.

288

EnWise CPAs & Co. 9F-1, No. 130, Taiyuan North Road, Taichung City TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918

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Independent Auditors’ Review Report

To AWEA Mechantronic Co., Ltd.:

Foreword

We have reviewed the accompanying consolidated balance sheets of AWEA Mechantronic Co., Ltd. and its Subsidiaries as of March 31, 2024 and 2023, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the period then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies. In accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and FSC recognized and published IAS 34 “Interim Financial Reporting”, it is the management’s responsibility to prepare a fair representation of the consolidated financial statements, and the CPA’s responsibility to draw a conclusion on the consolidated financial statements based on the review results.

Scope

Except as stated in the basis for Qualified Conclusion, we carry out the review in accordance with Standard on Review Engagements No. 2410 “Review of Financial Information Performed by the Independent Auditor of the Entity”. The procedures performed in reviewing the consolidated financial statements include inquiries (primarily with those responsible for financial and accounting matters), analytical procedures and other review procedures. The scope of the review is significantly smaller than that of the audit work, so the CPA may not be able to detect all the matters that can be identified through the audit work, and therefore cannot express an audit opinion.

Basis for Qualified Conclusion

As described in Notes VI (VII) to Consolidated Financial Statements, the financial statements for investment using the equity method-Huahan Leasing Co., Ltd. for the same period have not been reviewed by CPAs. The amount of the above long-term equity investment as of March 31, 2024 and 2023 were NT$8,099 thousand and NT$8,178 thousand, respectively, both of which accounted for 0% of the total consolidated assets. The profit and loss amount of such associates recognized by equity method for the period ended March 31, 2024 and 2023 were NT$(179) thousand and NT$177 thousand, respectively, either of which accounted for (1%) and 1% of consolidated net

289

EnWise CPAs & Co. 9F-1, No. 130, Taiyuan North Road, Taichung City TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918

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profit before tax.

Qualified Conclusion

Except for the effect that the consolidated financial statements may be adjusted if the financial statements of the investee company using the equity method as stated in the basis for Qualified Conclusion are reviewed by CPAs, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of AWEA Mechantronic Co., Ltd. and its subsidiaries as of March 31, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for the period then ended in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Accounting Standards (IAS) 34 “Interim Financial Reporting” endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China, based on our review results and the review reports of other CPAs (please refer to Other Matters).

Other Matters

As described in Notes VI (VII) to Consolidated Financial Statements, the financial statements for investment using the equity method-YAMA SEIKI USA, INC. for the same period have not been reviewed by us, but by other CPAs. Therefore, in our opinions on the review results of the above consolidated financial statements, the amounts set out in the financial statements of such investee companies were based on the review reports by other CPAs. The amount of the above long-term equity investment as of March 31, 2024 and 2023 were NT$112,421 thousand and NT$101,522 thousand, respectively, both of which accounted for 2% of the total consolidated assets. The profit and loss amount of such associates recognized by equity method for the period ended March 31, 2024 and 2023 were NT$(920) thousand and NT$340 thousand, respectively, either of which accounted for (6%) and 2% of consolidated net profit before tax.

290

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EnWise CPAs & Co. 9F-1, No. 130, Taiyuan North Road, Taichung City TEL:(04)2296-6234 Fax:(04)2296-0607/2297-6918

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EnWise CPAs & Co.

CPA Guei-Duan Chen

CPA Chang-Yun Yi

Approval number of the Securities and Futures Approval number of the Securities and Futures Management Committee, Management Committee, Ministry of Finance Ministry of Finance (1990) Tai-Cai-Zheng (I) No. 27495 (2003) Tai-Cai-Zheng (VI) No. 121986

May 7, 2024

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors' report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese- language independent auditors' report and consolidated financial statements shall prevail.

291

AWEA Mechantronic Co., Ltd. and its Subsidiaries

Consolidated Balance Sheets

March 31, 2024 and December 31, 2023 and March 31, 2023

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

Unit: NT$ thousand
March 31, 2024 December 31, 2023 March 31, 2023
(Reviewed) (Audited) (Reviewed)
Code Items Notes Amount % Amount % Amount %
Current assets
1100 Cash and cash equivalents IV and VI $ 646,193 11 $ 866,173 15 $ 1,037,833 16
1110 Financial assets at FVTPL - current IV and VI 518,501 9 536,929 9 425,373 7
1150 Notes receivable, net IV and VI 144,053 2 157,100 3 258,290 4
1160 Notes receivable due from related parties, net IV and VII 1,528 - 858 - 1,638 -
1170 Accounts receivable, net IV and VI 377,635 6 350,642 6 416,057 6
1180 Account receivables due from related parties, net IV and VII 33,970 1 43,741 1 16,014 -
1200 Other receivables 9,194 - 11,698 - 4,896 -
1210 Other receivables - related parties VII 42 - - - 640 -
1220 Current tax assets 739 - 26 - 144 -
130x Inventories IV and VI 1,660,459 27 1,448,774 24 1,602,322 24
1410 Prepayments VII 68,376 1 42,490 1 57,377 1
1470 Other current assets VIII 355,426 6 344,423 6 573,091 9
11xx Total current assets 3,816,116 63 3,802,854 65 4,393,675 67
Non-current assets
1517 Financial assets at FVOCI - non-current IV and VI 1,552 - 1,991 - 11,376 -
1535 Financial assets measured at amortized cost - 10,137 - 10,137 - - -
non-current
1550 Investments accounted for using equity IV and VI 120,520 2 116,713 2 109,700 2
method
IV, VI, VII and
1600 Property, plant and equipment VIII 1,727,180 28 1,741,772 29 1,777,920 27
1755 Right-of-use assets IV, VI and VIII 286,153 5 114,477 2 128,804 2
1780 Intangible assets IV and VI 12,672 - 12,656 - 10,753 -
1840 Deferred tax assets IV and V 140,992 2 140,108 2 132,124 2
1915 Prepayments for equipment 4,788 - 3,200 - 300 -
1920 Guarantee deposits paid 1,932 - 3,965 - 5,855 -
1931 Long-term notes receivable, net IV 4,616 - 7,413 - 7,786 -
1937 Overdue receivables IV and VI - - - - - -
1990 Other non-current assets - others 6,253 - 6,605 - 6,179 -
15xx Total non-current assets 2,316,795 37 2,159,037 35 2,190,797 33
1xxx Total assets $ 6,132,911 100 $ 5,961,891 100 $ 6,584,472 100
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Please refer to the accompanying notes to the consolidated financial statements.

Chairman: De-Hua Yang Managerial officer: Shang-Ru Yang Accounting Supervisor: Ting-Shuang Lin

292

AWEA Mechantronic Co., Ltd. and its Subsidiaries

Consolidated Balance Sheets

March 31, 2024 and December 31, 2023 and March 31, 2023

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Unit: NT$ thousand
March 31, 2024 December 31, 2023 March 31, 2023
(Reviewed) (Audited) (Reviewed)
Code Items Notes Amount % Amount % Amount %
Current liabilities
2100 Short-term borrowings VI and VIII $ 1,573,213 25 $ 1,576,852 26 $ 1,832,709 28
2110 Short-term notes and bills payable VI - - 79,987 1 314,615 5
2130 Contract liabilities IV, VI and VII 186,601 3 172,215 3 201,726 3
2150 Notes payable 294,880 5 262,181 4 243,066 4
2160 Notes payable - related parties VII 1,056 - 566 - 1,923 -
2170 Accounts payable 192,410 3 165,270 3 261,195 4
2180 Accounts payable - related parties VII 9,218 - 350 - 424 -
2200 Other payables VI 81,443 1 112,178 2 114,236 2
2220 Other payables - related parties VII 785 - 1,339 - 366 -
2230 Current tax liabilities IV 50,710 1 52,116 1 87,147 1
2250 Current provisions IV and VI 10,613 - 12,935 - 12,271 -
2280 Current lease liabilities IV, VI and VII 7,712 - 638 - 8,909 -
2310 Advance receipts VII 1,330 - 1,066 - 1,195 -
2399 Other current liabilities 1,017 - 1,077 - 1,401 -
21xx Total current liabilities 2,410,988 38 2,438,770 40 3,081,183 47
Non-current liabilities
2570 Deferred income tax liabilities IV and VI 120,706 2 116,831 2 106,932 2
2580 Non-current lease liabilities IV, VI and VII 164,092 3 280 - 584 -
2630 Long-term deferred revenue 9,443 - 9,533 - 10,578 -
2640 Net defined benefit liability - non-current IV and VI 6,977 - 6,973 - 8,989 -
2645 Guarantee deposits received 1,238 - 1,911 - 1,442 -
25xx Total non-current liabilities 302,456 5 135,528 2 128,525 2
2xxx Total Liabilities 2,713,444 43 2,574,298 42 3,209,708 49
Equity attributable to owners of the parent
3100 Share capital VI
3110 Common stock 965,942 16 965,942 16 965,942 15
3200 Capital surplus VI
3211 Capital surplus - additional paid-in capital 6,124 - 6,124 - 6,124 -
arising from ordinary share
3213 Capital surplus - Conversion premium of 57,468 1 57,468 1 57,468 1
convertible bonds
3240 Capital surplus - Gains from disposal of 4 - 4 - 4 -
assets
3280 Capital surplus - others 31,920 1 31,920 1 31,920 -
3300 Retained earnings VI
3310 Legal reserve 562,966 9 562,966 9 527,176 8
3320 Special reserve 98,077 2 98,077 2 98,077 1
3350 Unappropriated earnings 1,623,789 26 1,606,748 28 1,610,315 24
3400 Other equity VI
3410 Exchange difference on translation of (15,769) - (32,016) (1) (17,260) -
financial statements of foreign operations
Unrealised gains (losses) on valuation of
3420 financial assets measured at fair value (3,820) - (3,381) - (9,475) -
through other comprehensive income
31xx Total equity attributable to owners of the 3,326,701 55 3,293,852 56 3,270,291 49
parent
36xx Non-controlling interests VI 92,766 2 93,741 2 104,473 2
3xxx Total equity 3,419,467 57 3,387,593 58 3,374,764 51
Total liability and equity $ 6,132,911 100 $ 5,961,891 100 $ 6,584,472 100
----- End of picture text -----

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

Chairman: De-Hua Yang Managerial officer: Shang-Ru Yang Accounting Supervisor: Ting-Shuang Lin

293

AWEA Mechantronic Co., Ltd. and its Subsidiaries

Consolidated Statements of Comprehensive Income

From January 1 to March 31, 2024 and 2023

(Reviewed only, not audited in accordance with the auditing standards)

Unit: NT$ thousand, except earnings per share

==> picture [513 x 641] intentionally omitted <==

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

January 1 to March 31, 2024 January 1 to March 31, 2023
Code Items Notes Amount % Amount %
4000 Operating revenue VI and VII $ 362,524 100 $ 538,803 100
5000 Operating costs VI and VII (294,958) (81) (486,840) (90)
5900 Gross profit 67,566 19 51,963 10
5920 Realized (Unealized) gain from sale 14 - 261 -
5950 Gross profit, net 67,580 19 52,224 10
Operating expenses
6100 Selling and marketing expenses (23,952) (7) (37,016) (7)
6200 General and administrative expenses (30,617) (8) (31,794) (6)
6300 Research and development expenses (21,210) (6) (14,459) (3)
6450 Expected credit impairment gains (losses) (678) - 3,030 1
6000 Total operating expenses (76,457) (21) (80,239) (15)
6900 Operating profit (loss) (8,877) (2) (28,015) (5)
Non-operating income and expenses
7100 Interest income 3,854 1 9,218 2
7010 Other income VI 7,763 2 8,546 2
7020 Other gains and losses IV and VI 20,728 6 36,100 6
7050 Finance costs VI (7,819) (2) (9,472) (2)
7060 Share of profit or loss of associates and joint (1,099) - 517 -
ventures accounted for using equity method
7000 Total non-operating income and expenses 23,427 7 44,909 8
7900 Net profit before tax 14,550 5 16,894 3
7950 Income tax expense IV and VI 292 - (13,363) (2)
8200 Current period net profit 14,842 5 3,531 1
Other comprehensive income
Items that will not be reclassified subsequently to
8310
profit or loss
Unrealized gains (losses) from investment in
8316 equity instrument measured at fair value through (439) - 1,218 -
other comprehensive income
Items that may be reclassified subsequently to
8360
profit or loss
8361 Exchange difference on translation of financial 21,839 6 2,274 -
statements of foreign operations
8399 Income tax related to items that may be (4,368) (1) (454) -
reclassified
8300 Other comprehensive (loss) income for the year 17,032 5 3,038 -
8500 Total comprehensive income 31,874 10 6,569 1
8600 Net profit (loss) attributable to:
8610 Owners of the parent company $ 17,041 5 $ 14,958 3
8620 Non-controlling interests (2,199) - (11,427) (2)
$ 14,842 5 $ 3,531 1
8700 Total comprehensive income attributable to:
Owners of the parent company
8710 32,849 10 17,615 3
(comprehensive income)
8720 Non-controlling interests (comprehensive income) (975) - (11,046) (2)
$ 31,874 10 $ 6,569 1
Earnings per share
9750 Basic earnings per share IV and VI $ 0.18 $ 0.15
9850 Diluted earnings per share IV and VI $ 0.18 $ 0.15
----- End of picture text -----

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

Chairman: De-Hua Yang Managerial officer: Shang-Ru Yang Accounting Supervisor: Ting-Shuang Lin

294

AWEA Mechantronic Co., Ltd. and its Subsidiaries

Consolidated Statement of Changes in Equity

From January 1 to March 31, 2024 and 2023

(Reviewed only, not audited in accordance with the auditing standards)

Unit: NT$ thousand

Equity attributable to owners of the parent

==> picture [789 x 252] intentionally omitted <==

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

Share capital Retained earnings Other equity items
Unrealised gains (losses) on
Items Common stock Capital surplus Legal reserve Special reserve Unappropriatedearnings financial statements ofExchange differenceon translation of valuation of financial assetsmeasured at fair value attributable toTotal equity Non-controllinginterests Total equity
through other owners of the parent
foreign operations
comprehensive income
Balance at January 1, 2023 $ 965,942 $ 95,516 $ 527,176 $ 98,077 $ 1,595,597 $ (18,699) $ (10,933) $ 3,252,676 $ 115,519 $ 3,368,195
Net profit as of March 31, 2023 - - - - 14,958 - - 14,958 (11,427) 3,531
Other comprehensive income as of March 31, 2023 - - - - - 1,439 # 1,218 2,657 381 3,038
Total comprehensive income as of March 31, 2023 - - - - 14,958 1,439 1,218 17,615 (11,046) 6,569
Disposal of investments in equity instruments at fair value - - - - (240) - 240 - - -
through other comprehensive income
Balance at March 31, 2023 $ 965,942 $ 95,516 $ 527,176 $ 98,077 $ 1,610,315 $ (17,260) $ (9,475) $ 3,270,291 $ 104,473 $ 3,374,764
Balance at January 1, 2024 $ 965,942 $ 95,516 $ 562,966 $ 98,077 $ 1,606,748 $ (32,016) $ (3,381) $ 3,293,852 $ 93,741 $ 3,387,593
Net profit as of March 31, 2024 - - - - 17,041 - - 17,041 (2,199) 14,842
Other comprehensive income as of March 31, 2024 - - - - - 16,247 # (439) 15,808 1,224 17,032
Total comprehensive income as of March 31, 2024 - - - - 17,041 16,247 (439) 32,849 (975) 31,874
Disposal of investments in equity instruments at fair value through other comprehensive income - - - - - - - - - -
Balance at March 31, 2024 $ 965,942 $ 95,516 $ 562,966 $ 98,077 $ 1,623,789 $ (15,769) $ (3,820) $ 3,326,701 $ 92,766 $ 3,419,467
----- End of picture text -----

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

Chairman: De-Hua Yang Managerial officer: Shang-Ru Yang Accounting Supervisor: Ting-Shuang Lin

295

AWEA Mechantronic Co., Ltd. and its Subsidiaries

Consolidated Statements of Cash Flows

From January 1 to March 31, 2024 and 2023

(Reviewed only, not audited in accordance with the auditing standards)

Unit: NT$ thousand

Cash flows from operating activities
Net profit before tax
Adjustments
Depreciation
Amortisation
Expected credit impairment losses (gains)
Interest expense
Interest income
Dividend revenue
Share of profit or loss of associates and joint ventures
accounted for using equity method
Losses (gains) on disposal and discard of property,
plant and equipment
Losses on disposals of investments
Realized (Unealized) gain from sale among associated
companies
Other income
Losses (Gains) from evaluation of financial assets
Changes in operating assets and liabilities
Notes receivable
Notes receivable - related parties
Account receivables
Account receivables - related parties
Other receivables
Other receivables - related parties
Inventories
Prepayments
Other current assets
Overdue receivables
Long-term notes receivable
Contract liabilities
Notes payable
Notes payable - related parties
Accounts payable
Accounts payable - related parties
Other payables
Other payables - related parties
Provisions
Advance receipts
Other current liabilities
Net defined benefit liability
Cash inflow (outflow) from operations
Interest received
Income tax paid
Net cash inflow (outflow) from operating activities
(Continued)
January 1 to March 31, 2024
14,550
$ 27,218
747
678
7,819
(3,854)
(30)
1,099
7
-
(14)
(267)
18,428
19,403
(670)
(34,643)
9,771
(678)
(42)
(211,685)
(25,886)
(111)
221
3,052
14,386
32,696
490
27,140
8,868
(30,079)
(554)
(2,353)
264
(60)
(212)
(124,301)
7,036
(2,956)
(120,221)
January 1 to March 31, 2023
16,894
$ 28,446
633
(3,030)
9,472
(9,218)
(28)
(517)
(178)
86
(261)
(270)
(45,414)
125,785
2,636
41,791
17,552
1,954
(640)
4,685
482
(605)
(3)
4,664
(23,287)
(150,783)
1,409
59,883
(375)
(13,750)
(1,641)
(181)
261
(698)
(2)
65,752
13,133
(27,356)
51,529

296

AWEA Mechantronic Co., Ltd. and its Subsidiaries

Consolidated Statements of Cash Flows

From January 1 to March 31, 2024 and 2023

(Reviewed only, not audited in accordance with the auditing standards)

Unit: NT$ thousand

January 1 to March 31, 2024 January 1 to March 31, 2023

(Continued from previous page)
Cash flows from investing activities
Disposal price of financial assets at fair value through other
comprehensive income
Acquisitions of financial assets at fair value through
profit or loss
Disposal price of financial assets at fair value through
profit or loss
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease in guarantee deposits paid
Acquisitions of intangible assets
Increase in prepayments for equipment
Increase in other financial assets
Decrease in other non-current assets
Dividends received
Net cash outflow from investing activities
Cash flows from financing activities
Decrease in short-term borrowings
Increase (Decrease) in short-term notes and
bills payable
Decrease in guarantee deposits received
Repayment of principal of lease liabilities
Interest paid
Net cash outflow from financing activities
Effect of changes in foreign exchange rates on cash and
cash equivalents
Net decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of period
Cash and cash equivalents at the end of period
-
-
-
(2,379)
-
2,033
(650)
(1,588)
(10,892)
352
30
(13,094)
(3,639)
(79,987)
(673)
(2,158)
(8,358)
(94,815)
8,150
(219,980)
866,173
646,193
$
300
(4,396)
1,353
(4,326)
190
1,290
(1,003)
-
(30,300)
365
28
(36,499)
(122,240)
24,974
(741)
(2,845)
(8,973)
(109,825)
457
(94,338)
1,132,171
1,037,833
$

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

Chairman: De-Hua Yang Managerial officer: Shang-Ru Yang Accounting Supervisor: Ting-Shuang Lin

297

  • VI. If the Company and its affiliated enterprises, in the latest year and up to the publication date of the annual report developed an insolvency and the impact upon the Company’s financial conditions:

None.

Chapter VII. Review Analysis and Risk Management of Financial Status and Operation Results

I. Financial status

Unit: NT$ thousand

Year
Items
2023 2022 Difference Difference Description
Amount %
Current assets 3,802,854 4,604,226 (801,372) -17.41%
Investments accounted for using
equitymethod
116,713 109,850 6,863 6.25%
Property, plant and equipment 1,741,772 1,797,473 (55,701) -3.10%
Intangible assets 12,656 10,368 2,288 22.07% Note 1
Other assets 287,896 269,881 18,015 6.68%
Total assets 5,961,891 6,791,798 (829,907) -12.22%
Current liabilities 2,438,770 3,288,494 (849,724) -25.84% Note 2
Non-current liabilities 135,528 135,109 419 0.31%
Total liabilities 2,574,298 3,423,603 (849,305) -24.81% Note 3
Equity attributable to owners of
theparent
3,293,852 3,252,676 41,176 1.27%
Share capital 965,942 965,942 0 0.00%
Capital surplus 95,516 95,516 0 0.00%
Retained earnings 2,267,791 2,220,850 46,941 2.11%
Other equity (35,397) (29,632) (5,765) 19.46%
Non-controlling interests 93,741 115,519 (21,778) -18.85%
Total equity 3,387,593 3,368,195 19,398 0.58%

Note 1: The increase in intangible assets was due to the subsidiary’s additional purchase of CAD software, ERP server software, ERP database software.

Note 2: The decrease in current liabilities was due to repayment of liabilities, resulting in decreased short-term borrowings and short-term notes and bills payable; and decreased notes payable and income tax liabilities.

Note 3: The decrease in total liabilities was due to decreased current liabilities.

298

II. Financial performance

  • (I) Table of comparative analysis of operation results

Unit: NT$ thousand

Year
Items
2023 2022 Amount in
increase/
decrease
Change
percentage
(%)
Description
Operatingrevenue 2,361,917 3,100,517 (738,600) -23.82% Note 1
Operatingcosts (2,002,794) (2,432,617) 429,823 -17.67%
Grossprofit 359,123 667,900 (308,777) -46.23% Note 1
Realized (Unealized) gain
among associated
companies
(210) (4,900) 4,690 -95.71% Note 1
Realizedgrossprofit 358,913 663,000 (304,087) -45.87% Note 1
Operatingexpenses (325,913) (364,775) 38,862 -10.65%
Operating profit 33,000 298,225 (265,225) -88.93% Note 1
Non-operating income and
expenses
202,099 161,563 40,536 25.09% Note 2
Netprofit before tax 235,099 459,788 (224,689) -48.87% Note 1
Income tax expense (44,793) (110,501) 65,708 -59.46% Note 1
Currentperiod netprofit 190,306 349,287 (158,981) -45.52% Note 1
Other comprehensive
income
(16,357) 7,313 (23,670) -323.67% Note 2
Total comprehensive income
in currentperiod
173,949 356,600 (182,651) -51.22% Note 2

Analysis explanation on the change in the ratio of increase or decrease:

  • Note 1: The decrease in the operating revenue, gross profit, operating profit, net profit before tax, income tax expense and net profit for the year was due to the tightening of monetary policy and weak trade in the USA, and the global geopolitical policy tensions, which led to decreased operating revenue.

  • Note 2: The increase in total non-operating income and expenses and decreased other comprehensive income and total comprehensive income in the current period, were due to fluctuation in exchange rate.

  • (II) Expected sales volume and its basis: The construction of Dapumei Phase II plant and the mass production of Wujiang Phase II plant are expected to usher in an expectable growth in sales volume.

  • (III) (Possible impact on future financial business of the Company and the response plan: Wait with bated breath, and it’s expected that the fall of the inflation data and the return of expansion of manufacturing capital expenditure demand could bring the opportunity of the industrial recovery for the machine tool industry. It’s expected that there will be expectable growth in both finance and business this year, therefore, it’s not necessary to formulate any response plan.

299

III. Cash flow

(I) Analysis on cash flow change in the latest year (2023)

Cash
balance at
the
beginning
of the year
Net cash
flow from
operating
activities
in the year
Net cash
flow from
investing
activities in
the year
Net cash
flow from
financing
activities in
the year
Effect of
changes in
foreign
exchange
rates on cash
and cash
equivalents
Amount
of cash
balance
and
deficits
Countermeasure for
mount of cash balance
and deficits
Countermeasure for
mount of cash balance
and deficits
Investment
plans
Wealth
management
plans
1,132,171 399,439 129,394 (785,616) (9,215) 866,173
  • (II) Improvement plan for insufficient liquidity: Not applicable.

  • (III) Analyses on the cash liquidity for next year:

Unit: NT$ thousand

Unit: NT$ thousand Unit: NT$ thousand
Cash balance at
the beginning of
the year
Net cash inflow
from operating
activities in the
year
Year-round cash
outflow
Remaining
(insufficient) cash
Countermeasure for mount
of cash balance and deficits
Investment
plans
Wealth
management
plans
866,173 402,280 648,000 620,453
  1. Analysis on the cash flow change for next year:

  2. (1) Operating activities: It is expected that the Company’s operations are stable, and the number of days to collect accounts remains unchanged.

  3. (2) Investment activities: It is expected to pay for Phase II construction project of Chiayi Dapumei Branch, etc.

  4. (3) Fundraising and financing activities: These activities are mainly for maintaining the normal operation of the Company, which have no major changes except for load repayment and estimated cash dividend payment.

  5. Remedial measures and liquidity analysis for anticipated cash shortfalls: None.

IV. The impact of the significant capital expenditure in the latest year upon the financial performance:

  • (I) Use of significant capital expenditure and sources of funds:

Unit: NT$ thousand

Unit: NT$ thousand Unit: NT$ thousand
Planned items Actual or
expected
sources of
funds
Actual or
expected
completion
date
Total funds
required for
2023 and
2024
Actual use of funds in 2023
and expected use of funds in
2024
2023 2024
Dapumei Plant Phase II
project(AWEA)
Own funds 2024 379,563 31,563 348,000

300

  • V. The outward investment policies in the latest year. The key reasons leading to the profit or loss, the corrective plans and the investment plan in one year ahead

None.

  • VI. Risk issues that occurred in the latest year and up to the publication date of the Annual Report shall be analyzed and evaluated as follows

  • (I) The impact incurred by change in interest rate, exchange rate, inflation upon the Company’s profit and/or loss and the future countermeasures

    1. Interest rates: The Company regularly evaluates the differences between the interest rate on bank borrowings and that in the market, and keeps close contact with the bank at any time to obtain a favorable interest rate. Therefore, the change in the interest rate has no significant impact on the Company.

    2. Exchange rate:

      • The Company will collect information on the change in the exchange rate at any time, keep track of the exchange rate trend, and judge the change in the exchange rate, so as to take hedging operations in time or flexibly adjust the foreign exchange deposits. In addition, it also maintains good interactions with the bank, and takes appropriate measures in response to the change in the exchange rate to avoid the foreign currency risk.
    3. Inflation: The Company will continue to pay attention to inflation, so as to properly adjust the selling price of products and the stock of raw materials.

  • (II) The major causes for engaging in high-risk, high-leverage investment, lending of funds to others, endorsements/guarantees and derivative financial instruments, the profits or loss and the future countermeasures.

    1. The Company adopts a prudent and conservative financial policy, and does not engaged in high-risk, high-leverage investment.

301

  1. The Company’s loaning of funds to others in the latest year and up to the publication date of the Annual Report is as follows:
December 31,2023 December 31,2023 December 31,2023 Unit: NT$ thousand(unless stated otherwise) Unit: NT$ thousand(unless stated otherwise) Unit: NT$ thousand(unless stated otherwise) Unit: NT$ thousand(unless stated otherwise) Unit: NT$ thousand(unless stated otherwise) Unit: NT$ thousand(unless stated otherwise) Unit: NT$ thousand(unless stated otherwise)
No.
(Note 1)
Companies
loaning fund
Companies
that fund is
loaned to
Transaction
subject
Related
party

Maximum
balance of
the current
period
(Note 3)
Ending
balance
(Note 4)
Amount
drawn

Interest
rate

Type of
loans
Amount of
transaction
Cause for
necessity
of short-
term
financing
Amount of
allowance
for
uncollectible
accounts
Collateral Loaning
limit to
individual
objects
(Note 2)
Total
loaning
limit to
others
(Note 2)

Name
Value
0 AWEA
Mechantronic
Co., Ltd.
Yih Chuan
Machinery
Industry Co.,
Ltd.
Other
receivables -
related
parties

Yes
150,000 70,000 60,000 2.05%
With
necessity
of short-
term
financing
140 Operating
turnover
- Promissory
note

70,000
329,385 1,317,541
1 Shanghai
Zhuwai
Mechanical
and Electrical
Co., Ltd.
Awea
Mechantronic
(Suzhou) Ltd.


Other
receivables -
related
parties

Yes
107,930
(CNY25,000)
107,930
(CNY25,000)
43,020
3.45%
~
3.55%

With
necessity
of short-
term
financing
- Operating
turnover
- - - 150,752
150,752
1 Shanghai
Zhuwai
Mechanical
and Electrical
Co., Ltd.
Yih Chuan
Machinery
(Jiaxing)
Industry Co.,
Ltd.
Other
receivables -
related
parties

Yes
29,216
(CNY6,700)
21,765
(CNY5,000)
- 3.45%
With
necessity
of short-
term
financing
- Operating
turnover
- - - 150,752
150,752

302

March 31, 2024

Unit: NT$ thousand (unless stated otherwise)

No.
(Note 1)

Companies
loaning fund
Companies that
fund is loaned to
Transaction
subject

Related
party

Maximum
balance of the
current period
(Note 3)
Ending
balance
(Note 4)
Amount
drawn
Interest
rate
Type of
loans
Amount of
transaction


Cause for
necessity
of short-
term
financing

Amount of
allowance
for
uncollectible
accounts
Collateral Collateral Loaning
limit to
individual
objects
(Note 2)

Total
loaning
limit to
others
(Note 2)

Name
Value
0 AWEA
Mechantronic
Co., Ltd.
Yih Chuan
Machinery
Industry Co., Ltd.
Other
receivables
- related
parties
Yes 70,000 70,000 60,000 2.05%
~
2.175%

With
necessity
of short-
term
financing

664
Operating
turnover

-
Promissory
note

70,000
332,670 1,330,680
1 Shanghai
Zhuwai
Mechanical
and Electrical
Co., Ltd.
Awea
Mechantronic
(Suzhou) Ltd.
Other
receivables
- related
parties
Yes 107,930
(CNY25,000)
107,930
(CNY25,000)
109,575 3.45% With
necessity
of short-
term
financing

-
Operating
turnover

-
- - 155,097 155,097
1 Shanghai
Zhuwai
Mechanical
and Electrical
Co., Ltd.
Yih Chuan
Machinery
(Jiaxing) Industry
Co., Ltd.
Other
receivables
- related
parties
Yes 21,765
(CNY5,000)
21,765
(CNY5,000)
- 3.45% With
necessity
of short-
term
financing

-
Operating
turnover

-
- - 155,097 155,097

Note 1: The explanation for the numbering column is as follows:

  • (1) Fill in 0 for issuer.

  • (2) The investees are coded sequentially beginning from “1” by each individual company.

  • Note 2: The loaning limit to individual objects shall not exceed 10% of their net value of the current period, and the total loaning limit shall not exceed 40% of their net value of the current period.

  • Note 3: The maximum balance of funds lent to others in the current year is converted based on the exchange rate declared by the Company to Securities and Futures Bureau as of March 31, 2024.

  • Note 4: The loaning limit resolved by the Board of Directors is converted based on the exchange rate declared by the Company to Securities and Futures Bureau as of March 31, 2024.

    1. The Company’s endorsements/guarantees in the latest year and up to the publication date of the Annual Report are as follows: Endorsements/guarantees for others on December 31, 2023: None.

      • Endorsements/guarantees for others on March 31, 2024: None.
    2. The derivative financial instruments engaged by the Company are mainly currency hedging, so the market risk is not significant.

303

  • (III) The future research & development plans and the expenses anticipated to be invested into research & development

  • The Company’s R&D directions planned for the near future are as follows:

    • (1) Find and develop products for the blue ocean market.

    • (2) Develop high value-added performance and technology.

    • (3) Develop low-cost/well-manufactured mass-produced products to maintain the existing market competitiveness.

    • (4) Make modularized/stackable design to increase production efficiency and reduce production cost.

  • Expenses anticipated to be invested into R&D:

    • In 2023, the Company invested NT$53,729 thousand in R&D, accounting for 2.27% of operating revenue. In the future, the Company will develop new products and technologies with a considerable proportion of the R&D expenses to expand the market competitive advantage.
  • (IV) The possible impacts by government policies and laws at home and abroad upon the Company’s financial conditions and the Company’s countermeasures

  • So far, as the competent authority has actively modified the relevant regulations and promoted the corporate governance system and complied with the regulations and system, and the changes in important policies and laws at home and abroad have no significant impact on the Company’s financial performance, the Company’s management will obtain relevant information at any time, and propose necessary countermeasures in real time to meet the Company’s operating needs.

  • (V) The impact of technological changes and industrial changes on the Company’s financial performance and countermeasures

  • Since the Company keeps abreast of the progress of technology and industry to meet customers’ needs in real time, it, in the face of market competition and threats in Mainland China, Eastern Europe and other third world countries, constantly improves production technologies and quality and develops new machines to avoid price war, and also actively develops high value-added composite machines. So far, technological and industrial changes have not caused significant impact on the Company’s financial performance.

  • (VI) The impacts created by a change in corporate image upon the management over crisis, and the Company’s countermeasures

  • The Company’s operation principle is being honest, prompt and thorough. So far, there has been no significant impact on the Company due to the change in corporate image.

  • (VII) Expected benefits, potential risks, and countermeasures of mergers and acquisitions: None.

  • (VIII) The risks anticipated from the expansion of the plant buildings, and the Company’s countermeasures: Not applicable.

  • (IX) Risks of and countermeasures for concentrated goods purchases or salesr: the Company’s purchasing factories and sales customers adopt the discrete policy, so there is no risk of concentration of purchases or sales.

  • (X) The impacts and risks anticipated from the massive transfer of shareholding by directors, supervisors or key shareholders who hold more than 10% in shareholding and the Company’s

304

countermeasures: None.

  • (XI) The impacts and risks anticipated from the change in the managerial powers and the Company’s countermeasures: None.

  • (XII) For contentious or non-contentious matters, the following contents should be listed: major litigious, non-litigious or administrative disputes that: (1) involve the company and/or any company director, any company supervisor, the president, any person with actual responsibility for the firm, any major shareholder holding a stake of greater than 10 percent, and/or any company or companies controlled by the company; and (2) have been concluded by means of a final and unappealable judgment, or are still under litigation. Where such a dispute could materially affect shareholders’ equity or the prices of the company’s securities, the annual report shall disclose the facts of the dispute, amount of money at stake in the dispute, the date of litigation commencement, the main parties to the dispute, and the status of the dispute up to the publication date of the annual report: None.

  • (XIII) Other critical risks and response measures: None.

VII. Other important disclosures

None.

305

Chapter VIII. Special Disclosure

  • I. Relevant information of affiliated enterprises

  • (I) Consolidated business reports teaming up with affiliated enterprises

    1. Organization structure of affiliated enterprises (as of April 30, 2024)

==> picture [489 x 252] intentionally omitted <==

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

Holding 100% Holding 100% Holding 100%
in shareholding in shareholding in shareholding
Shanghai
Zhuwai
B-Way Billion-Way Mechanical
Cayman) (Cayman) and Electrical
Co., Ltd. Co., Ltd. Co., Ltd.
Awea
Mechantronic
AWEA (Suzhou) Ltd.
Mechantronic Holding 100%
in shareholding
Co., Ltd.
Yih Chuan
Yih Chuan AXTRON INT’L AXTRON INT’L
Machinery
Machinery INVESTMENT INVESTMENT
(Jiaxing)
Industry Co., Co., Ltd LIMITED
Industry Co.,
Ltd.
Ltd.
Holding 60% Holding 100% Holding 100% Holding 100%
in shareholding in shareholding in shareholding in shareholding
----- End of picture text -----

  1. Basic information of affiliated enterprises

Date: March 31, 2024 Unit: NT$ thousand; US$ thousand

==> picture [489 x 326] intentionally omitted <==

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

Establishment
Name of enterprise Address Paid-in capital Main business activities
date
B-WAY(Cayman) Co., January 11, Cayman Islands NT$332,212 [International investment and ]
Ltd. 2001 international trade
Billion-way(Cayman) January 11, Cayman Islands NT$409,919 [International investment and ]
Co., Ltd. 2001 international trade
No.7801, Songze Machinery sales and
Shanghai Zhuwai
February 14, Avenue, Qingpu installation, business
Mechanical and US$2,500
2001 Industrial Zone, management consultation,
Electrical Co., Ltd.
Shanghai and international trade
No.4888, East Taihu
Machinery sales,
Avenue, Economic &
Awea Mechantronic September 4, manufacturing and
Technological US$11,400
(Suzhou) Ltd. 2007 installation, and international
Development Zone,
trade
Wujiang
Manufacturing of machinery
2F, No. 13-1,
and equipment, design of
Yih Chuan Machinery November 3, Gongyequ 5th Rd.,
NT$98,580 products, wholesale of
Industry Co., Ltd. 1972 Xitun Dist.,
machinery, and retail of
Taichung City
mechanical appliances
----- End of picture text -----

306

Name of enterprise Establishment
date
Address Paid-in capital Main business activities
AXTRON INT'L
INVESTMENT
CO.,LTD.
November 22,
2012
Trust Company
Complex,Ajeltake
Road,Ajeltake The
registered address is
Island,Majuro,Marsh
all Islands MH96960
NT$1,580 International investment and
international trade
AXTRON INT'L
INVESTMENT
LIMITED
March 25,
2013
7/F.,Chuang's
Enterprises Building,
382 Lockhart Road,
Wanchai,Hong Kong
NT$41 International investment and
international trade
Yih Chuan Machinery
(Jiaxing) Industry Co.,
Ltd.
November 27,
2000
No.3198, Xiuzhou
Industrial Park,
Zhongshan West
Road, Jiaxing City,
ZhejiangProvince
US$2,510 Machinery sales,
manufacturing and
installation, and international
trade
Huahan Leasing Co.,
Ltd.
October 13,
2015
1F, No. 13,
Gongyequ 5th Rd.,
Xitun Dist.,
TaichungCity
NT$50,000 Leasing industry
  1. Information on the shareholders presumed to have a relationship of control and subordination: None.

  2. Industries covered by the overall businesses of affiliated enterprises

  3. (1) Machine tool industry.

  4. (2) Machinery and equipment in the electronics industry.

  5. (3) International trade.

307

  1. Information of directors, supervisors, and presidents of each affiliated enterprise
March 31, 2024
Unit: shares;%
March 31, 2024
Unit: shares;%
Name of enterprise Title Name or the representative
person
Shares held
Number of
shares
Ownership
(%)
B-WAY(Cayman) Co., Ltd. Person in charge De-Hua Yang 10,665,029 100
Billion-way(Cayman) Co.,
Ltd.
Person in charge De-Hua Yang 12,829,840 100
Shanghai Zhuwai
Mechanical and Electrical
Co., Ltd.
Representative of
juristic person and
director
Cheng-Xuan Wang 100
Shanghai Zhuwai
Mechanical and Electrical
Co., Ltd.
President Chang-Chi Yang 100
Shanghai Zhuwai
Mechanical and Electrical
Co., Ltd.
Supervisor Hong-Bin Syu 100
Awea Mechantronic
(Suzhou) Ltd.
Representative of
juristic person and
director
Cheng-Xuan Wang 100
Awea Mechantronic
(Suzhou) Ltd.
Director and
President
Chang-Chi Yang 100
Awea Mechantronic
(Suzhou) Ltd.
Director Qi-Guan Zeng 100
Awea Mechantronic
(Suzhou) Ltd.
Director Rui-Ming Ye 100
Awea Mechantronic
(Suzhou) Ltd.
Supervisor Hong-Bin Syu 100
Yih Chuan Machinery
Industry Co., Ltd.
Person in charge Goodway Machine Corp.
Representative: Cheng-Jun
Yang
3,943,200 40
Yih Chuan Machinery
Industry Co., Ltd.
Director Goodway Machine Corp.
Representative: De-Hua
Yang
Yih Chuan Machinery
Industry Co., Ltd.
Director Goodway Machine Corp.
Representative: Bi-Lian
Chen
Yih Chuan Machinery
Industry Co., Ltd.
Supervisor AWEA Mechantronic Co.,
Ltd.
Representative: Hong-Bin
Syu
5,914,800 60%
AXTRON INT'L
INVESTMENT CO., LTD
Person in charge Bi-Lian Chen 100

308

Name of enterprise Title Name or the representative
person
Shares held Shares held
Number of
shares
Ownership
(%)
AXTRON INT'L
INVESTMENT LIMITED
Person in charge Bi-Lian Chen 100
Yih Chuan Machinery
(Jiaxing) Industry Co., Ltd.
Representative of
juristic person
Bi-Lian Chen 100
Yih Chuan Machinery
(Jiaxing) Industry Co., Ltd.
Director Qi-Guan Zeng 100
Yih Chuan Machinery
(Jiaxing) Industry Co., Ltd.
Director Shang-Ru Yang 100
Yih Chuan Machinery
(Jiaxing) Industry Co., Ltd.
Director Jian-Wen Kang 100
Yih Chuan Machinery
(Jiaxing) Industry Co., Ltd.
Supervisor Chang-Chi Yang 100
Huahan Leasing Co., Ltd. Person in charge De-Hua Yang 666,667 13.33%

6. Business performances of affiliated enterprises

December 31, 2023 Unit: NT$ thousand

Unit: NT$ thousand
Name of enterprise Capital Total
assets
Total
liabilities
Net value Operating
revenue
Operating
income
(loss)
Profit
and/or loss
for the
period
(after tax)

Earnings
per share
(NT$)
(after tax)
B-WAY
(Cayman)Co.,Ltd.
334,213 709,731 0 709,731 0 (235) 57,841 0.17
Billion-way
(Cayman)Co.,Ltd.
406,355 706,493 0 706,493 0 (241) 58,052 0.14
Shanghai Zhuwai
Mechanical and
Electrical Co.,Ltd.
83,058 154,004 3,252 150,752 0 (2,904) 7,597 Note
Awea Mechantronic
(Suzhou)Ltd.
354,478 931,856 387,552 544,304 872,690 78,002 58,604 Note
Yih Chuan
Machinery Industry
Co.,Ltd.
98,580 307,491 73,138 234,353 13,252 (41,627) (51,263) (5.20)
AXTRON INT'L
INVESTMENT CO.,
LTD.
1,580 205,164 0 205,164 0 0 (21,254) (13.45)
AXTRON INT'L
INVESTMENT
LIMITED
41 205,163 0 205,163 0 0 (21,254) Note

309

Name of enterprise Capital Total
assets
Total
liabilities
Net value Operating
revenue
Operating
income
(loss)
Profit
and/or loss
for the
period
(after tax)

Earnings
per share
(NT$)
(after tax)
Yih Chuan
Machinery (Jiaxing)
IndustryCo.,Ltd.
82,781 284,249 79,086 205,163 172,820 (24,503) (21,254) Note
Huahan Leasing Co.,
Ltd.
50,000 74,925 12,823 62,102 9,844 3,270 2,080 0.40
  • Note: The currency unit of Shanghai Zhuwei Mechantronic/ AWEA Mechantronic (Suzhou) is RMB thousand. Conversion of exchange rate of earnings per share is not calculated for mainland companies: CNY (RMB) 1 = NT$ (NTD) 4.302.

  • II. The basis for the date, amount and price approved by the shareholders’ meeting or the Board of Directors and its reasonableness, the method for selection of the specific person, and the necessary reasons for private placement shall be disclosed for the private placement of securities in the latest year and up to the publication date of the Annual Report. None.

  • III. Holding or disposal of the company’s shares by its subsidiaries in the latest year and up to the publication date of the annual report:

None.

  • IV. Other necessary supplemental information None.

  • Chapter IX. Any situation Specified in Article 36, Paragraph 2, Subparagraph 2 of the Securities and Exchange Act, which has Significant Impacts on shareholders’ Equity or the Price of the Company’s Securities, and Occurred in the Latest Year and up to the Publication Date of the Annual Report, shall also be Specified One by One

None.

310