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BESTEC Annual Report 2022

Nov 14, 2022

52312_rns_2022-11-14_9625ea2e-7a5a-4a52-8671-80b6b9b2ab87.pdf

Annual Report

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Attachment 2

Stock code: 3308

Bestec Power Electronics Co., Ltd. and subsidiary

Consolidated financial

statement and independent accountant’s report Year 2022 and Year 2021

Address: No. 69, Keji 1st Road, Guishan District, Taoyuan City Tel (03)3286800

  • 1 -

§ Table of Contents §

ITEM
PAGE
1. Cover Page
1
2. Contents
2
3.Declaration
of
Consolidated
Financial
Statements of Affiliated Enterprises
4
IV. Auditors' Report
58
5. Consolidated Balance Sheets
9
6.Consolidated
Comprehensive
Income
Statement
1012
7.Consolidated Statements of Changes in
Equity
11~14
8. Consolidated Statements of Cash Flows
1516
9.Notes
to
the
Consolidated
Financial
Statements
(1)Company History
17
(2)Date and Procedures for Approval of the
Financial Statements
17
(3)Application of Newly Issued or Revised
Accounting Standards and Interpretations
1719
(4)Summary
of
Significant
Accounting
Policies
1932
(5)Critical accounting judgments, estimates
and
key
sources
of
assumption
uncertainty
32
(6)Explanation of Significant Accounting
Items
3273
(7)Related Party Transactions
7374
(8)Pledges Assets
74
(9)Significant Contingent Liabilities and
Unrecognized Contractual Commitments
74
(10)Significant Losses from Disasters
-
(11)Significant Post-Period Events
75
(12)Others
7578
(13)Disclosures in the Notes to the Financial
Statements
1.Information on Material Transactions
77~838687
2.Information on Reinvestment in Other
Companies
77~838687
3.Investment Information on Mainland
788485
FINANCIAL
REPORTS
FOOTNOTE
NO.
-
-
-
-
-
-
-
-
1.
2.
3
4
5
6 ~ 28
29
30
31
-
32
33
34
34
34
  • 2 -

China

4.Information of Major Shareholders 78 88 34 (14)Department Information 78 35

  • 3 -

Declaration of Consolidated Financial Statements of Affiliated Enterprises

In the fiscal year 2022 (from January 1, 2022 to December 31, 2022), the companies that are required to prepare consolidated financial statements of related companies under the "Regulations Governing the Preparation of Consolidated Financial Statements and Related Reports of Related Companies in Business Combination Reports of Related Companies" and those required to prepare consolidated financial statements of parent and subsidiary companies under International Financial Reporting Standard No. 10 are the same. Furthermore, the relevant information required to be disclosed in the consolidated financial statements of related companies has already been disclosed in the aforementioned consolidated financial statements of parent and subsidiary companies. Therefore, the preparation of separate consolidated financial statements of related companies is not required. It is hereby declared

Company name: Bestec Power Electronics Co., Ltd.

Chairman: Chen Mingzhi

March 28, 2023

  • 4 -

Independent accountant’s audit report

To Bestec Power Electronics Co., Ltd.,

Audit Opinion

The consolidated balance sheet of Bestec Power Electronics Co., Ltd. and its subsidiary (hereinafter referred to as "the United Power Electronics Group") as of December 31, 2022 and 2021, and the consolidated statements of comprehensive income, changes in equity, and cash flows for the year ended December 31, 2022 and for the period from January 1, 2022 to December 31, 2022, as well as the accompanying notes to the consolidated financial statements (including a summary of significant accounting policies), have been audited by our auditors.

Based on our audit, the aforementioned consolidated financial statements have been prepared in accordance with the Financial Reporting Standards for Issuers of Securities and Futures Commission and the International Financial Reporting Standards, International Accounting Standards, Interpretations and Interpretive Statements approved and promulgated by the Financial Supervisory Commission. In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the United Power Electronics Group as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022 and for the period from January 1, 2022 to December 31, 2022 in accordance with the aforementioned accounting standards and principles.

Basis for opinion

We, as auditors, have conducted our audit work in accordance with the Regulations Governing the Audit Signatures of Certified Public Accountants and the Auditing Standards. Our responsibility as auditors under those standards is further explained in the auditor's responsibility section of our audit report on the consolidated financial statements. The personnel of the accounting firm to which this accountant belongs have maintained independence from Bestec Power Electronics Co., Ltd. in accordance with the ethical standards of the accounting profession, and fulfilled other responsibilities required by those standards. We believe that we have obtained adequate and appropriate audit evidence to form the basis of our audit opinion. Key audit matters

The key audit matters refer to the matters that, based on the auditor's professional judgment, were of most significance in the audit of Bestec Power Electronics Co., Ltd.'s consolidated financial statements for the year ended December 31, 2022. These matters were addressed during the audit of the overall consolidated financial statements and in

  • 5 -

the formation of our opinion. We do not express our opinion on these matters separately.

The following are the key audit matters related to the consolidated financial statements of Bestec Power Electronics Co., Ltd. for the year ended December 31, 2022: Sales revenue - sales revenue from a specific customer's authenticity

The net sales revenue of Bestec Power Electronics Co., Ltd. for the year ended December 31, 2022 was NTD 407,370 thousand, an increase of approximately 17.36% compared to NTD 347,110 thousand for the year ended December 31, 2021. Significant growth was observed in net sales revenue from a specific customer, which constitutes a significant portion of the overall net sales revenue. As a result, the authenticity of sales revenue from this specific customer was identified as a key audit matter. Sales revenue from specific customers in the year 2022 has significantly increased compared to the year 2021 and accounts for a significant portion of the net sales revenue, therefore the authenticity of the sales revenue from this specific customer is considered a key audit matter.

For accounting policies and relevant information disclosure related to revenue recognition, please refer to Note 12 and Note 22 of the consolidated financial statements.

The main audit procedures performed by the auditor in response to this key audit matter are as follows:

  1. Understand the effectiveness of the main internal control system designs and implementation related to testing the authenticity of revenue recognition. Evaluate the appropriateness of the revenue recognition accounting policies adopted by management.

  2. Selectively test original orders, shipping documents, and invoices to confirm the authenticity of the revenue recognition.

  3. Review the collection data and the occurrence of post-sales returns and allowances to confirm if there are any abnormal circumstances.

Other Matters

Bestec Power Electronics Co., Ltd. has prepared individual financial reports for the years 111 and 110 of the Republic of China and obtained an unqualified opinion from our auditors for reference.

The responsibility of management and governance for the consolidated financial statements

The responsibility of the management is to prepare the consolidated financial statements in accordance with the Financial Reporting Standards for Issuers of Securities, International Financial Reporting Standards approved and issued by the Financial Supervisory Commission, and the interpretations and interpretations announcements that can be properly expressed, and to maintain the necessary internal controls related to the preparation of the consolidated financial statements to ensure that there are no material misstatements due to fraud or error in the consolidated financial statements.

  • 6 -

In preparing the consolidated financial statements, the responsibility of the management also includes assessing the ability of the Bestec Power Electronics Co., Ltd. group to continue operating, disclosing relevant matters, and adopting accounting bases for continued operations, unless the management intends to liquidate or discontinue the operations of the Bestec Power Electronics Co., Ltd. group, or there are no other viable alternatives except for liquidation or discontinuation.

The governance unit of the Bestec Power Electronics Co., Ltd. group (including the audit committee) is responsible for supervising the financial reporting process.

Responsibility of auditors in auditing the consolidated financial statements

The objective of our audit of the consolidated financial statements is 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 auditor's report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and may be material if, in the light of surrounding circumstances, the magnitude of the misstatement or misstatements, including the effects of undetected misstatements, would cause the consolidated financial statements to be misleading.

Our auditor exercised professional judgment and skepticism in accordance with the auditing standards. We also performed the following tasks:

  1. We identified and assessed the risks of material misstatement of the consolidated financial statements, whether due to fraud or errors, designed and performed audit procedures according to those risks, and obtained audit evidence that can sufficiently and appropriately form the basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for the one resulting from error because fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain the necessary understanding of internal controls related to the audit, and design appropriate audit procedures based on the current situation. However, the purpose is not to express an opinion on the effectiveness of the internal controls of Bestec Power Electronics Group.

  3. We evaluated the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and related disclosures made by management.

  4. Based on the audit evidence obtained, we conclude on the appropriateness of the management's use of the going concern basis of accounting and whether there are events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we believe that such significant uncertainties exist, the auditor shall alert the financial statement users in the audit report to pay attention to the related disclosures in the consolidated financial statements, or revise the audit opinion if such disclosures are inappropriate. Our conclusions are based on the audit evidence obtained up to the date of this accountant’s report.

  5. 7 -

However, future events or circumstances may arise that could lead to the loss of Bestec Power Electronics Group's ability to continue as a going concern.

  1. We evaluated the overall presentation, structure and content of the consolidated financial statements (including the relevant notes), and whether the consolidated financial statements allow for the expression of relevant transactions and events.

  2. Obtain sufficient and appropriate audit evidence for the financial information of the entities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the Group’s audits and are responsible for our audit opinion.

We have communicated with those charged with governance regarding the planned scope and the timing of the audit as well as material audit findings (including significant internal control shortcomings identified in the audit).

We have also provided those charged with governance the statement that the personnel of our accounting firm subject to the requirements of independence have complied with the requirements of independence of the code of professional ethics of certified public accountants and communicate with those charged with governance relationships and other matters that may influence our independence (including related preventive measures).

The auditor has identified the key audit matters for the audit of the consolidated financial statements of Bestec Power Electronics Group for the year ended2022based on matters communicated with the governance unit. We described these matters in the accountant’s report, unless the laws and regulations prohibit such disclosure or under rare condition that we decide not to communicate a given matter because the negative impact from such communication may override its public benefits under reasonable assumption.

Deloitte Taiwan

Accountant Jian-Ming Yan Accountant Hsiu-Chun Huang

Approval Number from Financial Securities and Futures Bureau Approval Supervisory Commission Number: Financial Supervisory Commission TCSC-Liu-Zi 0920123784 Approval Number: JG-Yin-Zhuan-Zi 1000028068

April 28, 2023

  • 8 -

Bestec Power Electronics Co., Ltd. And Subsidiaries

Consolidated Balance Sheets

As of December 31, 2022 and 2021

Unit: NT$ thousands

Code

1100
1110
1144
1170
1200
1220
1310
1320
1460
1470
11XX

1600
1755
1821
1840
1920
1975
1990
15XX
1XXX

Code

2100
2170
2219
2230
2322
2399
21XX

2540
2570
2645
25XX
2XXX

3110
3210
3271
3200
3350
3410
31XX
36XX

3XXX
Assets
Current Assets
Cash and Cash Equivalents (Note 4 and 6)
Financial assets measured at fair value through profit or loss -
current (Note 4 and 7)
Financial assets measured at amortized cost - current (Note 4 and
8)
Net accounts receivable (Note 4 and 9)
Other receivables (Note 4 and 9)
Current tax assets (Note 4 and 24)
Net inventory (Note 4 and 10)
Construction in progress inventory (refer to notes 4, 12, 18, and
30)
Assets directly related to disposal groups held for sale (Note 11)
Other current assets (Note 17)
Total Current Assets
Non-current assets
Property, plant, and equipment (Note 4, 5, 14, 18 and 21)
Right-of-Use Assets (Note 4and 15)
Intangible Assets (Note 4 and 16)
Deferred tax assets (Note 4, 5 and 24)
Deposits Received as Collateral (Note 4)
Net defined benefit assets - non-current (Note 4 and 20)
Other non-current assets (Note 17)
Total Non-Current Assets
Total Assets
Liabilityand equity
Current Liabilities
Short-term borrowings (Note 4, 14, 18 and 30)
Accounts payable
Other accounts payable (Note 4 and 19)
Current income tax payable Note 4 and 24)
Current portion of long-term loans payable (Note 4, 14, 18 and 30)
Other current liabilities (Note 13 and 19)
Total current liabilities
Non-current liabilities
Long-term borrowings (Note 4, 14, 18 and 30)
Deferred income tax liabilities (Note 4, 5 and 24)
Deposits for guarantee (Note 19)
Total non-current liabilities
Total liabilities
Equity attributable to owners of the company (refer to notes 4, 21, 24,
and 26)
Capital stocks
Common Stock
Capital surplus
Share premium
Employee stock options
Total Capital Surplus
Accumulated losses
Accumulated deficits to be covered
Other equity
Exchange difference for conversion of financial statements of
foreign operating institutions
Total equity attributable to owners of the company
Non-Controlling Interest (Note 13)
Total equity
Total liabilities and equity
December 31,2022 December 31,2022
%
40
4
3
8
-
-
2
11
6
1
75
24
-
-
-
1
-
-
25
100
9
8
2
1
13
19
52
12
-
-
12
64
36
-
-
-
-
-
36
-
36
100
December 31,2021 December 31,2021
Amount
$ 781,639
76,029
51,994
154,967
4,875
182
33,465
216,950
114,643
30,306
1,465,050
470,681
-
167
1,758
13,625
7,370
-
493,601
$ 1,958,651
$ 184,000
154212
32,520
16,098
263,723
376,694
1,027,247
223,378
6,672
2,958
233,008
1,260,255
706,840
877
4,029
4,906
5,632)
7,702)
698,412
16)
698,396
$ 1,958,651
Amount
$ 486,344
100,879
12,000
87,032
2,753
252
58,655
216,950
-
39,914
1,004,779
381,646
18854
879
1,884
6,178
6,004
706
416,151
$ 1,420,930
$ 184,000
138,638
21,599
16,049
34,825
38,884
433,995
319,031
985
2,150
322,166
756,161
704,909
272
4,405
4,677
26,388)
18,421)
664,777
8)
664,769
$ 1,420,930
%















(
(
(

































(
(
(














(
(


34
7
1
6
-
-
4
16
-
3
71
27
1
-
-
1
-
-
29
100
13
10
1
1
2
3
30
23
-
-
23
53
50
-
-
-
2)
1)
47
-
47
100

The attached notes are an integral part of this consolidated financial statements.

Chairman: Chen Mingzhi

General manager: Chen Mingzhi

Chief Accounting Officer: Yeh Wenbin

  • 9 -

Bestec Power Electronics Co., Ltd. And Subsidiaries Consolidated Statements of Comprehensive Income from January 1 to December 31 in 2021 and 2022

Unit: NT$ thousands, except earnings(loss) per share in NT$

C o d e
Revenue from operations
(Note 4 and 22)
4110
Sales revenue

4170
Sales return

4190
Sales allowance

4000
Net operating
income
5000
Operating cost (Note 4, 10,
14, 20 and 23)
5900
Operating gross profit

Operating expenses (Note 4,
9, 14, 15, 16, 20, 23, 26 and
29)
6100
Selling expenses

6200
Management expense
6300
Research and
development
expenses.
6000
Total operating
expenses
6900
Operating Profit (loss)

Non-operating income and
expenses
7100
Interest revenue (Note
4 and 23)
7130
Dividend income
7190
Other revenue (Note
14, 23 and 29)
7050
Finance costs (Note 18
and 23)
Year 2022 Year 2022
Amount
$ 407,416

(
4 )
(
42)

407,370

(312,323)


95,047

(
626 )
(
43,438 )

(
6,395)

(
50,459)


44,588

7,588
381
18,458
(
11,771 )

(Continue on next page)

  • 10 -

(Continued from previous page)

Code
7235
Financial assets at fair
value through profit or
loss (losses)/gains
(Notes 4 and 7)
7590
Miscellaneous
disbursements (Note
4)
7625
Loss on disposal of
Investment (Note 4
and 13)
7630
Net exchange gain
(loss) of foreign
currency (Note 4 and
23)
7000
Total
non-operating
income and
expenses
7900
Profit (loss) before tax
7950
Income tax (expenses)
benefits (Note 4, 5 and 24)
8000
Current Net Profit (Loss) of
Continuing Operation Unit
8100
Loss from discontinued
operations (Note 4 and 11)
8200
Net income (loss) for the
year
Other comprehensive
income
8310
Items not to be
reclassified into profit
or loss
8311
Remeasurements
of defined benefit
pension plans
(Note 4 and 20)
8360
Items may be
subsequently
reclassified to
profit/loss
8361
Exchange
difference for
conversion of
financial
statements of
foreign operating
institutions (Note
4 and 24)
Year 2022
Amount
%
( $ 7,230 )
(
2 )
(
5,802 )
(
1 )
(
9,129 )
(
2 )

31,905

8


24,400

6

68,988
17
(
15,662)
(
4)

53,326
13
(
33,818)
(
8)


19,508

5


1,240

-

13,399
3
Year 2021 Year 2021
Amount
( $ 7,230 )

(
5,802 )

(
9,129 )


31,905


24,400

68,988

(
15,662)

53,326

(
33,818)


19,508


1,240

13,399
Amount
$ 4,083
(
28 )

-
(
7,807)


12,491

(
22,343 )


17,372

(
4,971 )

(
21,592)

(
26,563)


217

(
10,478 )
%
1
-
-
(
2)

3
(
7 )

5
(
2 )
(
6)
(
8)

-
(
3 )
(Continue on next page)
  • 11 -

(Continued from previous page)

C o d e
8399
Income tax of
items that may
be reclassified
(Note 4 and 24)

8300
Net amount of
other
comprehensive
income (loss)
for the current
year, after tax
8500
Total comprehensive
income of the current
year
Net profit (loss)
attributable to:
8610
Owner of the company
8620
Non-control equity

8600

Total comprehensive
income attributable to:
8710
Owner of the company
8720
Non-control equity

8700

Earnings (loss) per share
(Note 25)
From continuing and
discontinued
operations
9750
Basic

9850
Diluted

From continuing
operations
9710
Basic

9810
Diluted
Year 2022 Year 2022 %
-

3

3

8

5
-

5

8
-

8




Year 2021 Year 2021
Amount
$ 2,680)

10,719

11,959

$ 31,467

$ 19,516

8)

$ 19,508

$ 31,475

8)

$ 31,467

$ 0.28
$ 0.27
$ 0.76
$ 0.75
%
(




(


(












1
(
2)
(
2)
(10)
(
8 )

-
(
8)
( 10 )

-
(10)

The attached notes are an integral part of this consolidated financial statements.

Chairman: Chen Mingzhi General Manager: Chen Mingzhi Accounting Manager: Ye Wenbin

  • 12 -

Bestec Power Electronics Co., Ltd. And Subsidiaries

Consolidated Statements of Changes in Equity

For the year ended December 31, 2022 and for the year ended January 1 to December 31, 2021

Unit: In thousands of New Taiwan dollars unless otherwise stated

Code
A1
January 1, 2021 balance
F1
Accumulated deficits to be covered by
capital decrease
N1
Employee stock options issued by the
company
G1
Cancellation of Employee Stock Options
M7
Changes in ownership interests of
subsidiaries
Change of Non-Controlling Interest
D1
Net loss in 2021
D3
Other comprehensive income after tax
in 2021
D5
Total comprehensive profit and loss in
2021
Z1
December 31, 2021 balance
N1
Employee stock option exercise
EquityAttributable to the Owners of the EquityAttributable to the Owners of the EquityAttributable to the Owners of the EquityAttributable to the Owners of the Company (Note 20) Total
$ 699,048

-
500
-

178 )
-

26,427 )

8,166)

34,593)

664,777

2,027
Non-control
equity
(Note 12)
( $ 50 )

-
-
-
-

178
(
136 )


-

(
136)

(
8 )
-
Total equity
Share Capital
Number of
shares (1000
shares)
Amount

98,570
$ 985,696


28,079 )
(
280,787 )
-
-

-
-
-
-
-
-
-
-
-

-

-

-

70,491
704,909
193
1931
Capital surplus
Sharepremium
Employee stock
options
$ 47
$ 4,130

-
-
-
500
225
(
225 )
-
-

-
-
-
-


-

-


-

-

272
4,405

562
(
466 )
Accumulated
losses
( $ 280,787 )

280,787
-
-
(
178 )
-
(
26,427 )

217

(
26,210)

(
26,388 )

-
Other equity
Foreign currency
translation
adjustment
Translation of
Financial
Statements of
Foreign
Operations
Translation:
Foreign Currency
Translation
Adjustment
(Note 23)
( $ 10,038 )

-
-
-
-

-
-

(
8,383)

(
8,383)

(
18,421 )
-
Number of
shares (1000
shares)
98,570


28,079 )

-

-
-
-
-
-

-

70,491
193
Sharepremium
$ 47

-
-
225

-
-
-

-


-

272
562
(



(




(


(
(
(
(

(
(
(
(
(
(

(
(
(
(
(
(

(
(

(
(
(
(
$ 698,998
-
500
-

178 )
178

26,563 )
8,166)
34,729)
664,769
2,027
  • 13 -
T1
Employee stock options issued by the
company
G1
Cancellation of Employee Stock Options
D1
Net income in 2022
D3
Other comprehensive income after tax
in 2022

D5
Total comprehensive profit and loss in
2022

Z1
December 31, 2022 balance
-

-
-
-

-

70,684
-
-
-
-

-

$ 706,840
-
43
(
-
-

-

$ 877
133

43 )
-
-

-

$ 4,029
(
-
-
19,516
1,240

20,756

$ 5,632)
(
-
-
-
10,719

10,719

$ 7,702)
133
-
19,516
(
11,959

31,475
(
$ 698,412
(
-
-

8 )
-

8)

$ 16)
133
-
19,508
11,959
31,467
$ 698,396

The attached notes are an integral part of this consolidated financial statements.

Chairman: Chen Mingzhi

General manager: Chen Mingzhi Accounting Manager: Ye Wenbin

  • 14 -

Bestec Power Electronics Co., Ltd. And Subsidiaries Consolidated Statements of Cash Flows

For the year ended December 31, 2022 and for the year ended January 1 to December 31, 2021 Unit: NT$ thousands

Code
Cash flows from operating activities
A00010
Profit
(loss)
from
continuing
operations before income tax
A00020
Pre-tax net loss from discontinued
operations
A10000
This year's profit (loss) before tax
A20010
Revenue, expense, and loss items
A20100
Depreciation expenses
A20200
Amortization expense
A20300
Impairment loss of Expected
credit turnover benefits
A20400
Net loss (gain) from financial
assets at fair value through
profit or loss
A20900
Finance costs
A21200
Interest income

A21300
Dividend income

A21900
Share-based compensation cost
for employee stock options
A22500
Income
from
disposal
and
write-off of property, plants,
and equipment
A23200
Realized loss on disposal of
Investment
A23800
Inventory
impairment
and
obsolescence loss (recovery)
A24100
Net loss (profit) of foreign
exchange differences
A29900
Receipts under custody

A29900
Contractual liabilities

A30000
Net Changes in Operating Assets
and Liabilities
A31115
Financial assets at fair value
through profit or loss
A31150
Accounts receivable

A31180
Other receivables

A31200
Inventories
A31240
Other Current Assets
A31990
Net defined benefit assets -
non-current
A32150
Accounts payable
A32180
Other accounts payable
A32230
Other current liabilities

A33000
Operating cash inflows (outflows)
A33100
Interests received
A33200
Dividends received
(Continue on next page)
  • 15 -
(Continued from previous page)
Code Year 2022 Year 2021
A33300 Interest paid ( $
11,585 )
( $
9,603 )
A33500 Income taxes paid (refunded) ( 12,648)
241
AAAA Net cash inflows (outflows)
from operating activities 374,103
( 40,749)
Cash flow from investing activities
B00040 Obtain Financial Assets Measured at
Amortized Cost ( 39,994 ) -
B00050 Disposal
of
Financial
Assets
Measured at Amortized Cost - 3,000
B02700 Acquisition of property, plants, and
equipment ( 225,501 )
( 427 )
B03800 Increase in guarantee deposits paid ( 7,443 )
( 5,622 )
B04500 Proceeds
from
disposition
of
property, plants, and equipment 26,184 -
B07100 Decrease (increase) of prepayments
for equipment 538
( 599)
BBBB Net
cash
outflows
from
investment activities ( 246,216)
( 3,648)
Cash flows from financing activities
C00100 Increase in short-term borrowings 814,000 -
C00200 Decrease in short-term borrowings ( 814,000 )
( 20,000 )
C01600 Borrowing of long-term loans 168,000 -
C01700 Payments of long-term borrowings ( 34,755 )
( 37,423 )
C03000 Increase
(decrease)
in
deposits
received as guarantees 942
( 164 )
C04800 Employee stock option 2,027
-
CCCC Net cash inflows (outflows)
from financing activities 136,214
( 57,587)
DDDD Effect of exchange rate changes on cash
and cash equivalents 31,194
( 9,799)
EEEE
Increase (decrease) of cash and cash
equivalents 295,295
( 111,783 )
E00100 Beginning cash and cash equivalents
balance 486,344
598,127
E00200 Year-end balance of cash and cash
equivalents $
781,639
$
486,344
The attached notes are an integral part of this consolidated financial statements.

Chairman: Chen Mingzhi General Manager: Chen Mingzhi Accounting Manager: Ye Wenbin

  • 16 -

Bestec Power Electronics Co., Ltd. And Subsidiaries

Notes to the Consolidated Financial Statements

Year 2022 and January 1 to December 31 of year 2021 (unless otherwise specified,

amounts are in thousands of New Taiwan Dollars).

1. Company History

Bestec Power Electronics Co., Ltd. (hereinafter referred to as "the Company") was established in February 1988 and mainly engaged in the manufacturing and selling of switching power supplies, IoT cloud server power supplies, wireless chargers, high-power, high-efficiency, high-density power supplies for gaming, and power converters.

The Company's stock has been listed on the Taiwan Stock Exchange since March 2008.

The functional currency of the Company expressed in this consolidated financial report is New Taiwan Dollars (NTD).

  1. Date and procedure of approval of the financial report

This consolidated financial report was approved by the Board of Directors on March 28, 2023.

  1. Application of Newly Issued and Revised Standards and Interpretations

  2. (1) The initial adoption of International Financial Reporting Standards (IFRSs), International Accounting Standards (IASs), Interpretations (IFRICs), and Standing Interpretations Committee (SICs) endorsed and issued by the Financial Supervisory Commission (FSC) (referred to as "IFRSs").

The application of revised IFRSs approved and issued by the Financial Supervisory Commission (FSC) that become effective will not result in significant changes to the consolidated company's accounting policies.

  • (2) IFRSs approved by the FSC applicable in 2023
RSs approved by the FSC applicable in 2023
Applicability of newly issued / revised
/amended standards and interpretations
Revision of IAS 1 "Disclosure of Accounting
Policies"
Revision of IAS 8 "Definition of Accounting
Estimates"
The amendment to IAS 12 "Deferred Tax
Effective date of IASB
issuance
January 1, 2023 ( Note 1 )
January 1, 2023 ( Note 2 )
January 1, 2023 ( Note 3 )
  • 17 -

Related to Assets and Liabilities Arising from a Single Transaction or Event".

  • Note 1: This amendment applies to annual reporting periods beginning on or after January 1, 2023.

  • Note 2: The amendment shall be applied to changes in accounting estimates and accounting policies that occur during the reporting period beginning on or after January 1, 2023.

  • Note 3: The amendment applies to transactions occurring on or after January 1, 2022, except for temporary differences relating to leases and decommissioning obligations recognized for deferred tax purposes as of January 1, 2022.

As of the date of issuance of this consolidated financial report, the Company is still assessing the impact of the revisions to relevant accounting standards and interpretations on its financial position and performance. The related impact will be disclosed once the assessment is completed.

  • (3) IFRSs issued by the IASB but not yet approved and effective by FSC

Applicability of newly issued / revised Effective dates of IASB /amended standards and interpretations publications (Note 1) Amendment to IFRS 10 and IAS 28 "Sales or Undecided Contributions of Assets between an Investor and its Associates or Joint Ventures" Amendment to IFRS 16 "Leases: Lease liability January 1, 2024 ( Note 2 ) in a sale and leaseback" IFRS 17 "Insurance Contracts" January 1, 2023 Amendment to IFRS 17 January 1, 2023 The amendment of IFRS 17 "Initial Application January 1, 2023 of IFRS 17 and IFRS 9 - Comparative Information" The amendment of IAS 1 "Classification of January 1, 2024 Liabilities as Current or Non-current" The amendment of IAS 1 "Non-current January 1, 2024 Liabilities with Contractual Maturities"

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

  • 18 -

Note 2: The seller and lessee should retrospectively apply the amendments to

IFRS 16 for sale and leaseback transactions entered into after the initial application of IFRS 16.

As of the date of approval of this consolidated financial report, the consolidated company continues to assess the impact of any related standards, interpretations, or amendments on its financial position and performance, and will disclose the related impacts once the evaluation is completed.

  1. Summary of Significant Accounting Policies

  2. (1) Compliance Statement

The consolidated financial statements are prepared in accordance with the Financial Reporting Standards for Issuers of Securities and Related Disclosure Requirements and the IFRSs that have been approved and issued by the Financial Supervisory Commission (FSC).

(2) Preparation Foundation

Except for financial instruments measured at fair value and the net defined benefit liability (asset) recognized by deducting the fair value of plan assets from the present value of the defined benefit obligation, which are measured at fair value, the consolidated financial statements are prepared on a historical cost basis.

Fair value measurement is classified into Level 1 to Level 3 according to the observability and significance of relevant inputs:

  1. The input values of the first level refer to the quoted prices for identical assets or liabilities in active markets on the measurement date (without adjustment).

  2. The input values of the second level refer to observable input values for the asset or liability, other than quoted prices included in level 1, either directly or indirectly derived from prices.

  3. The input values of the third level refer to unobservable input values for the asset or liability.

  4. (3) Classification of Assets and Liabilities as Current or Non-current.

  5. Current assets include:

  6. Primarily held for trading purposes.

  7. 19 -

  8. Assets expected to be realized within 12 months after the balance sheet date.

Cash and cash equivalents (excluding those restricted for more than 12 months after the balance sheet date for the purpose of exchanging or settling liabilities).

Current Liability includes:

  1. Primarily held for the purpose of trading;

  2. Liabilities due for settlement within 12 months after the balance sheet date (even if long-term refinancing or restructuring payment arrangements have been completed between the balance sheet date and the date of the financial statements), and

  3. Liabilities that cannot be unconditionally postponed beyond 12 months after the balance sheet date.

Non-current assets or liabilities are classified as such if they do not meet the criteria for current assets or liabilities mentioned above.

For the construction engineering segment of the merged company, whose operating cycle is longer than one year, assets and liabilities related to construction business are classified as current or non-current based on the normal operating cycle.

  • (4)Basis of consolidation

This consolidated financial statements include the financial statements of the Company and its subsidiaries, which are controlled by the Company. The consolidated statement of comprehensive income includes the operating results of the disposed subsidiary for the year up to the disposal date. The financial statements of the subsidiaries have been adjusted to conform to the accounting policies of the Company. Intercompany transactions, balances, revenues and expenses have been eliminated upon consolidation. The total comprehensive income of the subsidiary is allocated to the Company's owners and non-controlling interests, even if the non-controlling interests result in a deficit balance.

When changes in ownership interests of subsidiaries do not result in a loss of control, they are accounted for as equity transactions. The carrying amounts of the

  • 20 -

Company and non-controlling interests have been adjusted to reflect their relative interests in the subsidiaries. The adjustment to non-controlling interests between the consideration paid or received and the fair value of the net assets acquired or disposed of is directly recognized in equity and attributed to the Company's owners. For details of the subsidiaries, ownership percentages, and business operations, refer to Note 13 and Schedules 4 and 5.

(5)Foreign Currency

When preparing financial reports, if a transaction occurs in a currency other than the functional currency of the entity, the transaction is recorded in the functional currency using the exchange rate on the transaction date. Foreign currency monetary items are translated into the functional currency using the closing exchange rate on each balance sheet date. Exchange differences resulting from settlement of monetary items or translation of monetary items are recognized in profit or loss for the period in which they arise.

Non-monetary items in foreign currency measured at fair value are translated using the exchange rate on the date when the fair value was determined. Exchange differences arising from such translation are recognized in profit or loss for the period, unless they relate to equity instruments recognized at fair value through other comprehensive income. In the latter case, exchange differences are recognized in other comprehensive income. Foreign currency non-monetary items that are measured at historical cost are translated into the functional currency using the exchange rate on the transaction date and are not re-measured.

In preparing the consolidated financial statements, the assets and liabilities of overseas operating entities of the consolidated companies (including subsidiaries whose operating countries or currencies used are different from those of the parent company) are converted into New Taiwan Dollars based on the exchange rate on each balance sheet date. Revenue and expense items are translated using the average exchange rate for the period, and the resulting exchange differences are recognized in other comprehensive income and attributed to the owners of the parent company and non-controlling interests, respectively.

  • 21 -

If a merged company disposes of the equity of a foreign operating entity, all accumulated exchange differences related to the foreign operating entity will be reclassified to profit or loss.

(6)Inventories

Inventories consist of raw materials, materials, finished goods, and work in progress. Inventories are measured at the lower of cost and net realizable value, and when comparing cost and net realizable value, individual items are used as the basis except for inventories of the same type. Net realizable value refers to the estimated selling price under normal circumstances less the estimated costs of completion and estimated costs necessary to make the sale. The cost of inventories is determined using the weighted average method.

  • (7)Property, Plant, and Equipment

Property, plant, and equipment are recognized at cost and subsequently measured at cost less accumulated depreciation and accumulated impairment losses.

The cost of property, plant, and equipment under construction is recognized at the amount after deducting accumulated impairment losses. The cost includes professional service fees and borrowing costs that meet the capitalization criteria. These assets are measured at the lower of cost and net realizable value before they are expected to be used, and any sales proceeds and costs are recognized in the income statement. Once these assets are completed and expected to be used, they are classified into the appropriate category of property, plant, and equipment and depreciation is provided on a straight-line basis over their estimated useful lives.

Except for land owned by the company, depreciation is provided on a straight-line basis over the estimated useful lives of other property, plant, and equipment. Significant components are separately depreciated. The company reviews the estimated useful lives, residual values, and depreciation methods at least annually and defers the impact of changes in accounting estimates.

When real estate, factories, and equipment are disposed of, the difference between the net proceeds and the book value of the asset shall be recognized in the income statement.

  • 22 -

(8) Intangible Assets

1. Individually acquired

Intangible assets with limited useful lives acquired individually are initially measured at cost, and subsequently measured at cost less accumulated amortization and accumulated impairment losses. Intangible assets are amortized on a straight-line basis over their useful lives. The Company reviews the estimated useful lives, residual values, and amortization methods at least annually, and defers the impact of accounting estimate changes.

2. Disposal

When intangible assets are derecognized, any difference between the net disposal proceeds and the carrying amount is recognized in the statement of income for the period.

  • (9)Impairment of Property, Plant and Equipment, Right-of-use assets, and Intangible Assets

The Company assesses, at each reporting date, whether there is any indication that property, plant and equipment, right-of-use assets, and intangible assets may be impaired. If any such indication exists, the Company estimates the recoverable amount of the asset. If the recoverable amount of an individual asset cannot be estimated, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The recoverable amount is the higher of the fair value less costs of disposal and the value in use. When the recoverable amount of an individual asset or cash-generating unit is lower than its carrying amount, the carrying amount of the asset or cash-generating unit shall be reduced to its recoverable amount. Impairment losses are recognized in profit or loss.

When an impairment loss is reversed in a subsequent period, the carrying amount of the asset or cash-generating unit is increased to the revised recoverable amount, but not exceeding the carrying amount that would have been determined had no impairment loss been recognized in prior years (net of

  • 23 -

depreciation or amortization). The reversal of impairment losses is recognized in profit or loss.

(10)Held for sale for non-current assets

When the carrying amount of a non-current asset (or a disposal group) is expected to be recovered primarily through a sale transaction rather than through continuing use, it is classified as held for sale. Non-current assets (or disposal groups) that meet this classification must be available for immediate sale in their current condition, and the sale must be highly probable. When the appropriate level of management commits to a plan to sell the asset and the sale transaction is expected to be completed within one year from the date of classification, it meets the criteria for being highly probable.

When the committed sale plan involves disposing of all or part of an investment in an associate or a joint venture, only the equity interest that meets the held-for-sale criteria is reclassified as held for sale, and equity method accounting is discontinued for that portion. Any equity interest not classified as held for sale continues to be accounted for using the equity method. If the disposal of the held-for-sale equity interest will result in a significant change in the level of influence or joint control over the investment, any equity interest not classified as held for sale should be accounted for in accordance with the accounting policy for financial instruments at the time of disposal. Classification as held for sale for non-current assets (or disposal groups) is determined by comparing their carrying amount and fair value less cost to sell, and selecting the lower of the two amounts.

(11) Financial Instruments

Financial assets and financial liabilities are recognized in the consolidated balance sheet when the contractual terms of the instrument are met by the consolidating entity.

When financial assets or financial liabilities are not measured at fair value through profit or loss at initial recognition, they are measured at fair value with the transaction costs directly attributable to the acquisition or issue of the financial asset or financial liability. Transaction costs directly attributable to

  • 24 -

the acquisition or issue of financial assets or financial liabilities measured at fair value through profit or loss are recognized immediately in profit or loss. 1.Financial Assets

The customary transaction for financial assets is recognized and derecognized on the transaction date.

  • (1) Types of measurement

The types of financial assets held by the consolidated company are financial assets measured at fair value through profit or loss and financial assets measured at amortized cost.

  • A. Financial assets measured at fair value through profit or loss Financial assets measured at fair value through profit or loss include those that are mandatorily measured at fair value through profit or loss. Mandatorily measured financial assets at fair value through profit or loss include equity instruments investments not designated as measured at fair value through other comprehensive income and debt instrument investments that do not qualify for classification as measured at amortized cost or measured at fair value through other comprehensive income.

Financial assets measured at fair value through profit or loss are measured at fair value, and their dividends, interest, and revaluation gains or losses are recognized in profit or loss. Please refer to Note 27 for the determination of fair value.

  • B. Financial assets measured at amortized cost

If a financial asset held by the consolidated company meets the following two conditions at the same time, it shall be classified as a financial asset measured at amortized cost:

  • a. It is held under a business model whose objective is to hold the financial asset in order to collect contractual cash flows; and

  • b.The cash flows generated by the contractual terms on a specific date are entirely for the payment of principal and interest on the outstanding principal amount.

  • 25 -

Financial assets, including cash and cash equivalents, financial assets measured at amortized cost, accounts receivable, other receivables, and deposits received as collateral, are measured at amortized cost using the effective interest method after initial recognition. The total carrying amount is determined by subtracting any amortized cost impairment losses from the total carrying amount determined by the effective interest method. Any foreign exchange gains or losses are recognized in the income statement.

Except for the following two situations, interest income is calculated by multiplying the total carrying amount of financial assets by the effective interest rate:

a.For credit-impaired financial assets purchased or originated, interest income is calculated using the credit-adjusted effective interest rate multiplied by the amortized cost of the financial asset.

b.For financial assets that were not credit-impaired at acquisition or origination, but subsequently become credit-impaired, interest income is calculated using the effective interest rate multiplied by the amortized cost of the financial asset after the recognition of the credit loss in the next reporting period.

Cash equivalents include fixed-term deposits that have a maturity of no more than three months from the date of acquisition, are highly liquid, can be readily converted to known amounts of cash, and are subject to insignificant risk of changes in value. These cash equivalents are held to satisfy short-term cash commitments.

(2) Impairment of Financial Assets

Bestec Power Electronics Co., Ltd. recognizes impairment losses for financial assets (including accounts receivable) measured at amortized cost on each balance sheet date based on expected credit losses assessment.

The allowance for credit losses on accounts receivable is recognized based on expected credit losses over the remaining period of their

  • 26 -

existence. For other financial assets, the credit risk is first assessed for a significant increase since the initial recognition. If no significant increase is identified, a 12-month expected credit loss is recognized. If a significant increase is identified, a lifetime expected credit loss is recognized.

Expected credit losses are the weighted average of credit losses with default risks as the weight. The 12-month expected credit losses represent the expected credit losses from possible defaults within 12 months after the reporting date, while the lifetime expected credit losses represent the expected credit losses from all possible defaults over the expected remaining life of the financial asset.

The impairment loss for all financial assets is recognized by reducing their carrying amounts through the allowance accounts. (3) De-recognition of financial assets

Bestec Power Electronics Co., Ltd. shall only de-recognize financial assets when the contractual rights to receive cash flows from the financial assets have expired or have been transferred and the ownership of the financial assets' risks and rewards have been substantially transferred to another enterprise.

When financial assets measured at amortized cost are de-recognized in their entirety, the difference between the carrying amount and the consideration received shall be recognized in profit or loss.

2.Equity instruments

Equity instruments issued by Bestec Power Electronics Co., Ltd. are recognized at the amount of proceeds received, net of directly attributable issuance costs.

Equity instruments reacquired by Bestec Power Electronics Co., Ltd. itself are recognized and deducted from equity. Transactions involving the purchase, sale, issuance, or cancellation of equity instruments by Bestec Power Electronics Co., Ltd. itself are not recognized in profit or loss.

  • 27 -

3.Financial liabilities

(1) Subsequent measurement

All financial liabilities are measured at amortized cost using the effective interest method.

(2) Derecognition of financial liabilities

When a financial liability is derecognized, the difference between the carrying amount and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

(12) Revenue recognition

After identifying the performance obligations in customer contracts, the merger company allocates the transaction price to each performance obligation and recognizes revenue when each performance obligation is satisfied.

Revenue from the sale of goods

Revenue from the sale of power supplies and converters is recognized at the point in time of delivery or transfer of the product to the customer's specified location, as the customer has established the price and has the right to use the product and assumes the primary obligation for resale and the risk of obsolescence of the product. The merger company recognizes revenue and accounts receivable at that point in time.

(13) Lease

When a merger company is established, it evaluates whether the contract is a lease (or includes a lease).

1. If the merger company is the lessor

When the lease terms transfer almost all risks and rewards related to the ownership of the asset to the lessee, it is classified as a finance lease. All other leases are classified as operating leases.

Under an operating lease, lease payments are recognized as revenue on a straight-line basis over the lease term. The original direct costs incurred in obtaining the operating lease are added to the carrying amount of the asset and recognized as an expense on a straight-line basis over the lease term.

  • 28 -

2. The merged company is the lessee.

Except for the lease payments of low-value leased assets and short-term leases that qualify for recognition exemption, lease payments for all other leases are recognized as expenses on a straight-line basis over the lease term. The right-of-use assets are recognized on the lease commencement date for all other leases.

The right-of-use assets are initially measured at cost and subsequently measured at an amount equal to cost less accumulated depreciation.

The right-of-use assets are initially measured at cost and subsequently measured at an amount equal to cost less accumulated depreciation. (14) Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction, or production of qualifying assets are capitalized as part of the cost of that asset until almost all necessary activities for the asset to be ready for its intended use or sale are completed.

Investment income earned on specific borrowings that are used for capital expenditure before almost all necessary activities for the asset to be ready for its intended use or sale are completed is deducted from the borrowing costs eligible for capitalization.

All other borrowing costs are recognized in profit or loss in the period in which they are incurred, except for those mentioned above.

(15) Government Grants

Government grants are recognized only when it is reasonable to believe that the merged company will comply with the conditions attached to the grant and that the grant will be received.

If a government grant is intended to compensate for expenses or losses that have already occurred, or to provide immediate financial support to the merged company with no future related costs, it is recognized in profit or loss during the period in which it can be received.

(16) Employee benefits

  • 1.Short-term employee benefits

  • 29 -

The liability for short-term employee benefits is measured as the expected non-discounted amount to be paid for services rendered by employees.

2.Post-employment benefits

The retirement benefits determined to be provided by the retirement plan are recognized as expenses for the retirement benefits that should be set aside during the period when the employees provide services.

The determined benefit costs of the defined benefit retirement plan (including service costs, net interest, and re-measurement amounts) are calculated using the projected unit credit method. The service cost (which is the current service cost) and the net defined benefit liability (asset) net interest are recognized as employee benefit expenses when they occur. The re-measurement amount (including actuarial gains and losses and plan asset returns after deducting interest) is recognized in other comprehensive income when it occurs and included in retained earnings, and it is not reclassified to income statement in subsequent periods.

The net defined benefit liability (asset) is the provision shortfall (surplus) of the defined benefit retirement plan. The net defined benefit asset should not exceed the present value of the plan assets returned or future reduction of the plan assets to be set aside.

(17) Stock-based compensation - Employee stock options

Employee stock options are recognized as an expense over the vesting period based on the fair value of the equity instruments granted and the best estimate of expected awards. The expense is recognized on a straight-line basis during the vesting period and capital surplus - employee stock options is adjusted accordingly. If the options are immediately vested on the grant date, the entire expense is recognized on that date.

The estimated number of employee stock options granted is revised on each balance sheet date for the consolidated company. Any revision to the estimated number of options granted is recognized as an adjustment to

  • 30 -

income, reflecting the revised estimate, and a corresponding adjustment is made to capital surplus - employee stock options.

(18) Income taxes

The income tax expense is the sum of current and deferred income taxes.

  1. Current income taxes

The current income tax is calculated based on the income (loss) determined in accordance with the regulations established by the respective tax jurisdictions in which the consolidated company operates, and is used to calculate the income tax payable (recoverable).

The income tax surcharge calculated in accordance with the Taiwan Income Tax Act on the undistributed earnings is recognized annually upon resolution by the shareholders' meeting.

Adjustments to income taxes payable from prior years are included in current income taxes.

  1. Deferred income tax

Deferred income tax is calculated based on the temporary differences between the carrying amounts of assets and liabilities and the tax bases used to calculate taxable income.

Deferred income tax liabilities are generally recognized for all temporary differences that result in taxable income, while deferred income tax assets are recognized when it is more likely than not that there will be taxable income available in the future to reduce temporary differences and losses to be offset against such deductions.

All temporary differences related to investments in subsidiaries are recognized as deferred income tax liabilities, except for those temporary differences that the consolidated company can control the timing of the reversal and are unlikely to reverse in the foreseeable future. Temporary differences related to such investments that are likely to be deductible are recognized as deferred income tax assets only when it is more likely than not that there will be sufficient taxable income

  • 31 -

available to realize the temporary differences within the foreseeable future.

The carrying amounts of deferred income tax assets are reviewed at each balance sheet date and adjusted to reduce the carrying amount for any portion that is unlikely to be realized. Any deferred income tax assets that were not previously recognized are also reviewed at each balance sheet date and adjusted to increase the carrying amount for any portion that is likely to be realized in the future.

Deferred income tax assets and liabilities are measured using the tax rates that are expected to apply when the assets are recovered or liabilities are settled, based on the tax rates and laws that have been enacted or substantively enacted as of the balance sheet date. The measurement of deferred income tax liabilities and assets reflects the tax consequences that would result from the manner in which the consolidated company expects to recover or settle the carrying amounts of its assets and liabilities as of the balance sheet date.

3.Current and Deferred Income Tax for the Year

Current and deferred income tax are recognized in the income statement, except for those related to items recognized in other comprehensive income, which are recognized in other comprehensive income.

  • 5.Key Sources of Significant Accounting Judgments, Estimates, and Assumptions Uncertainties

In adopting accounting policies, the management of the consolidated company must make judgments, estimates, and assumptions based on historical experience and other relevant factors for those items for which relevant information is not readily available from other sources. Actual results may differ from these estimates.

The management will continue to review the estimates and underlying assumptions. If the revision of the estimates affects the current period only, then the revision is recognized in the current period. If the revision affects both the current and future periods, then the revision is recognized in the current and future periods.

  • 32 -

Key Sources of Uncertainties in Estimates and Assumptions

(1)Impairment of Property, Plant, and Equipment

In the assessment of asset impairment, the management relies on subjective judgment and determines independent cash flows, asset useful lives, and the future benefits and expenses that may arise from specific asset groups based on asset usage patterns and industry characteristics. Any changes in estimates arising from changes in economic conditions or company strategy may result in significant impairment in the future.

(2)Income Tax

The carrying amounts of deferred income tax assets related to unused tax losses as of December 31, 2022 and 2023 were NT$1,758 thousand and NT$1,884 thousand, respectively. Due to the unpredictability of future profits, the consolidated company had NT$697,640 thousand and NT$688,710 thousand of tax losses not recognized as deferred income tax assets as of December 31, 2022 and 2023, respectively. The reliability of deferred income tax assets depends primarily on whether there will be sufficient profits or temporary taxable differences in the future. If actual profits generated in the future are less than expected, there may be significant reversals of deferred income tax assets, which will be recognized in the income statement when they occur.

6. Cash and cash equivalents

6. Cash and cash equivalents
Cash in Treasury and Petty
Cash
Current account deposits at
banks
Cash equivalents (investments
with original maturities of
three months or less)
Bank time deposits
December 31,
2022
$ 3,391
214432
563,816
$ 781,639
December 31,
2021






$ 3,283
309,761
173,300
$ 486,344

The interest rate range of bank deposits as of the balance sheet date is as follows:

  • 33 -
December 31,
2022
Current account deposits at
banks
0.001%~1.15%
Bank time deposits
0.81%~4.89%
ancial Instruments at Fair Value through Profit or Loss
December 31,
2022
Financial Assets-current
Mandatorily measured at fair
value through profit or loss
Non-derivative financial
assets
- Listed (OTC)
domestic stocks
$ 64,831
- Unit trusts held for
trading
11,198
$ 76,029
December 31,
2021
December 31,
2021
0.001%~0.35%
0.18%~0.52%
December 31,
2021


$ 87,176
13,703
$ 100,879

7. Financial Instruments at Fair Value through Profit or Loss

8. Decision- Financial assets measured at amortized cost

cision-Financial assets measured at amortized cost
December 31,
2022
Current
Domestic Investment
Fixed
deposits
with
original
maturities
exceeding 3 months
$ 51,994
Interest rate range is as follows:
December 31,
2022
Time deposit with original
maturity
exceeding
three
months
0.935%~4.580%
count receivable and other receivables
December 31,
2022
Accounts receivable
Measurement
at
amortized
cost
December 31,
2021
$ 12,000
December 31,
2021
0.520%
December 31,
2021

9. Account receivable and other receivables

  • 34 -
Total carrying amount

Less:
Allowance
for
Doubtful Accounts
(

Other Receivable
Other Receivable

Accounts receivable
$ 154,972


5)
(
$ 154,967

$ 4,875
$ 88,364

1,332)
$ 87,032
$ 2,753

The merged company's average credit period for product sales is 90 days, and accounts receivable are not subject to interest. In order to reduce credit risk, the merged company's management has assigned a dedicated team to be responsible for determining credit limits, approving credit, and other monitoring procedures to ensure appropriate action is taken to recover overdue accounts receivable. In addition, the merged company reviews the recoverable amount of accounts receivable one by one on the balance sheet date to ensure that appropriate impairment losses have been recognized for accounts receivable that cannot be recovered. Therefore, the management of this company believes that the credit risk of the merged company has been significantly reduced.

The merged company recognizes the allowance for doubtful accounts of accounts receivable based on the expected credit losses over the remaining period. The expected credit losses over the remaining period are calculated using a reserve matrix that considers customers' past default records, current financial status, and industry and economic conditions. Since the merged company's historical experience with credit losses shows that there is no significant difference in loss patterns among different customer groups, the reserve matrix does not further distinguish between customer groups and only sets the expected credit loss rate based on the number of days the accounts receivable are outstanding.

If there is evidence that the counterparty is facing serious financial difficulties and the merged company cannot reasonably expect to recover the amount, such as the counterparty is undergoing liquidation, the merged company will directly write off the related accounts receivable. However, the merged company will continue to pursue collection activities, and the amount collected through such activities will be recognized in the income statement.

  • 35 -

The merged company measures the allowance for doubtful accounts of accounts receivable according to the reserve matrix as follows:

December 31, 2022

December 31, 2022

Expected Credit Loss Rate
Total carrying amount

Allowance for Credit Losses
(Expected Credit Losses during the
Remaining Lifetime of the Asset)

Amortized cost
09 0 days 91180days
181
270days
271

360days
More
than
361 days
Total


-
$ 154,965

-

$ 154,965


5%
$ 2

-

$ 2


10%
$ -

-

$ -


20%
$ -

-

$ -

(
100%
$ 5


5)

$ -

(
$ 154,972

5)
$ 154,967

December 31, 2021

December 31, 2021

Expected Credit Loss Rate
Total carrying amount

Allowance for Credit Losses
(Expected Credit Losses during the
Remaining Lifetime of the Asset)

Amortized cost
090 days
91

180
days
181

270
days
271

360
days
More
than
361 days
Total


-
$ 85,787

-

$ 85,787

(
5%
$ 1,311


66)

$ 1,245


10%
$ -

-

$ -


20%
$ -

-

$ -

(
100%
$ 1,266


1,266)

$ -

(
$ 88,364

1,332)
$ 87,032

Changes in the allowance for loss for accounts receivables:

Beginning balance
Add:Provision for impairment
losses for the current year
Deduct: Reversal of
impairment losses for the
current year
Differences of Foreign
Currency Translation
Ending balance
10. Inventory
Finished goods
Work in process
Raw materials
Year 2022
$ 1,332
-
(
1,350 )

23
$ 5
December 31,
2022
$ 6,994
12,947
13,524
$ 33,465
Year 2021
$ 1,279
63
-
(
10)
$ 1,332
December 31,
2021





$ 25,293
3,924
29,438
$ 58,655

The sales cost related to inventory for the fiscal years 2022 and 2021 were NT$312,323,000 and NT$317,742,000, respectively. The sales cost includes inventory write-downs and obsolete inventory losses of NT$36,000,000, and inventory write-down reversals and recoveries of NT$32,051,000. The recovery of

  • 36 -

inventory write-down was due to the sale of some inventory previously written down in the prior fiscal years during the current fiscal year.

  1. Discontinued operations held for sale

  2. (1) Discontinued operation

On April 28, 2022, the board of directors of Bestec Power Electronics Co., Ltd. (the Company) passed a resolution to dispose of the 100% equity interest of Bestec Power Electronics (Dongguan) Co., Ltd. (Dongguan Bestec) held by Ninty-Nine Electronics Co., Ltd. (Ninty-Nine) for RMB 1,212,000,000. In addition, on December 29, 2022, the board of directors passed a resolution to transfer the remaining RMB 800,000,000 to Ninty-Nine in accordance with the original agreement price, subject to the estimated cost of related expenses that may need to be paid to complete the equity transfer agreement of Dongguan Bestec (refer to Note 13). However, as of the end of the reporting period (December 31, 2022), the relevant procedures of the equity transaction agreement are still in progress, and the substantial control transfer has not been completed. Therefore, the received RMB 800,000,000 is classified as other advances received.

As the above transaction meets the requirements of IFRS 5 "Non-current Assets Held for Sale and Discontinued Operations," the disposed assets are reclassified as assets held for sale and discontinued operations, which meet the definition of a discontinued operation. In order to comply with the expression of the discontinued operation in the consolidated statement of comprehensive income for the fiscal year 2022, the Company reclassified the profit or loss items of the discontinued operation in the fiscal year 2021, so that the information of the two periods of comprehensive income is more relevant.

Details of income (loss) and cash flows of discontinued operations are as follows

lows
Operating revenue
Operating cost
Gross loss from operations
Year 2022
$ 664
(18,811)
( 18,147 )
Year 2021
$ 31,191
(47,962)
( 16,771 )
  • 37 -
Selling expenses ( 1,554 ) ( 3,475 )
Management expense ( 10,212) ( 7,847)
Net loss from operations ( 29,913 ) ( 28,093 )
Interest income 128 123
Other revenue 12,120 8,365
Miscellaneous
disbursements ( 14,344 ) -
Net (Loss) Gain on Foreign
Currency Exchange ( 2,652 ) 1987
Gains on disposal of
property, plants, and
equipment 843 -
Pre-tax net loss ( 33,818 ) ( 21,592 )
Income tax expense - -
Current Period Loss ( 33,818) ( 21,592)
Loss from Suspended
Operations ($ 33,818) ($ 21,592)
The loss from discontinued
operations is attributed to:
Owner of the company ( $ 33,818 ) ( $ 21,592 )
Non-control equity - -
($ 33,818) ($ 21,592)
Cash flow
Operating Activities ($ 30,388) ($ 8,522)

There is no income tax loss or gain incurred due to discontinued operations.

  • (2) Held-for-sale Group
ld-for-sale Group
December 31,
2022
Held-for-sale Group
$ 114,643
The major categories of assets held-for-sale are as follows:
December 31,
2022
Property, plant, and equipment
$ 95,671
Right-of-use Assets

18,972
Total of Assets Held-for-sale
$ 114,643
December 31,
2022


$ 95,671
18,972
$ 114,643
  • 38 -

As the expected selling price is higher than the net carrying amount of the related assets, no impairment loss is recognized upon the classification of the units as held-for-sale.

12. Construction in Progress

struction in Progress
Land under construction
Construction in progress
December 31,
2022
$ 209,377

7,573
$ 216,950
December 31,
2021




$ 209,377
7,573
$ 216,950

In August 2011 Baotai Construction Co., Ltd. (Baotai Construction) purchased a plot of land in the Tamsui District of New Taipei City for construction and development purposes. Baotai Construction has provided the land under construction as collateral for bank borrowings, please refer to Notes 18 and 30.

13. Subsidiaries

The entities included in these consolidated financial statements are as follows:

Investor Subsidiary Nature of Business % shareholding % shareholding Descr
iption
Year 2022
December
31
Year 2021
December
31
The Company

The Company

The Company

The Company

The Company

The Company

The Company

The Company

Ninety-Nine Electronic
Limited., Ltd.

Ninety-Nine Electronic
Limited

Bestec Power Electronics
(Dongguan) Co

Bestec Inv, Inc.
Lianyao Investment Co., Ltd.
Ninety-Nine Electronic
Limited., Ltd.

Wan Jhih Electronic Limited
Chien Chih Electronic Co.,
Ltd.

Bestec Power International
Ltd.

Baotai Construction Co., Ltd.
Bestec Biotechnology Co.,
LTD.

Bestec Inv, Inc.

Bestec Power Electronics
(Dongguan) Co., Ltd.

Bestec Power Electronics
(Suzhou) Co., Ltd.

Bestec Electronics
(Dongguan) Co

APX Power Technology, LLC
Investment related
business
Investment related
business
Trading of various
technological products
Manufacturing and
trading of electronic
parts such as casings
and cables.
Trading of various
technological products
Real estate development
and trading
Pet food-related business
Investment related
business
Manufacturing and
production of power
supply and power
converter, etc.
Manufacturing and
production of power
supply and power
converter, etc.
Manufacturing and
production of power
supply and power
converter, etc.
Sales of uninterruptible
power supply systems
and power protectors
100%
100%
100%
-
100%
100%

100%
100%
100%
-
100%
96%
100%
100%
100%
100%
100%
100%
100%
100%
100%
-
100%
96%
(2)
(1)

(4)



(3)
(1)
(1)
(5)
(3)
  • 39 -

  • (1) The company invested USD 13,510 thousand in Ninety-Nine Electronic Limited., Ltd (Ninety-Nine), and obtained approval from the Investment Commission of the Ministry of Economic Affairs to invest through Ninety-Nine in Bestec Power Electronics (Suzhou) Co., Ltd.. (Suzhou Bestec) with USD 2,692 thousand, Bestec Power Electronics (Dongguan) Co., Ltd (Dongguan Bestec) with HKD 13,082 thousand and USD 8,293 thousand. Suzhou United Luck completed the liquidation process and remitted USD 1,885 thousand in capital back to the company in the fiscal year 2021.

To revitalize assets and improve shareholder return on equity, the board proposed on March 25, 2022 to adjust the business, operating scale and costs of Ninty-Nine or Dongguan Bestec, including but not limited to releasing shares, giving up cash increases in these companies to introduce strategic investors, selling or renting assets, etc., depending on market conditions. On April 28, 2022, the board passed a resolution to dispose of 100% equity in Dongguan Bestec for RMB 1,212 thousand. Another resolution was passed on December 29, 2022, to transfer RMB 800 thousand to Ninty-Nine after estimating the related cost of the equity transfer agreement might still need to be paid. However, as of the end of the reporting period (December 31, 2022), the relevant procedures of the equity transfer agreement are still in progress, and the delivery of substantial control transfer has not been completed. Therefore, the RMB 800 thousand received has been accounted for under other prepayments. The consolidated company will recognize the disposal benefits of the equity transfer agreement only after all the conditions of the agreement are fully fulfilled and after the consolidated company has lost control over Dongguan Bestec.

Dongguan Bestec is subject to inquiry by the local tax bureau regarding the "Implementation Measures for Special Tax Adjustment of the State Administration of Taxation of China." As the amount of tax and deferred tax interest payable cannot be reliably estimated, no provision for this tax liability has been recognized as of the reporting date.

  • 40 -

  • (2) On November 13, 2015, the company passed a resolution through the board to invest NT$10,000 thousand by transferring through Lianyao Investment Co., Ltd.to establish Fishman Co., Ltd. (Fishman), which was primarily engaged in the catering business. On July 12, 2016, the company increased its investment by NT$20,000 thousand. Fishman was dissolved and registered with the Taipei City Government on July 10, 2020, and the remaining capital of NT$11,591 thousand was remitted on February 5, 2021.

  • (3) On May 11, 2017, our company decided to establish Bestec Inv, Inc. with a capital of USD 1,000 thousand, and invested USD 950 thousand through Bestec Inv, Inc. to acquire a 95% stake in APX Power Technology, LLC. The remaining 5% of the equity was obtained through a non-monetary transaction with APX Power Technology, LLC, by using its required assets as consideration, with a value of USD 50,000. On September 21, 2018, our company further decided to increase the capital of Bestec Inv, Inc. by USD 500 thousand, and invested USD 494 thousand through Bestec Inv, Inc. to APX Power Technology, LLC. The funds were actually remitted on September 28, 2018. The remaining 4% of the equity was obtained through a non-monetary transaction with APX Power Technology, LLC, by using its required assets as consideration, with a value of USD 26,000. On March 27, 2019, and January 20, 2021, our company further decided to increase the capital of Bestec Inv, Inc. by USD 200 thousand and USD 150 thousand, respectively, and invested the funds through Bestec Inv, Inc. to APX Power Technology, LLC. The funds were actually remitted on November 29, 2019, and February 23, 2021, respectively. After the capital increase, our company's shareholding in APX Power Technology, LLC was 96%.

  • (4) On November 12, 2021, our company's board of directors passed a resolution to dissolve and liquidate Chien Chih Electronic Co., Ltd.. The funds of USD 1,922 thousand were remitted back to our company on March 7, 2022, and a disposal loss of USD 9,129 thousand was recognized.

  • (5) Our subsidiary , Dongguan Bestec, disposed of its subsidiary, Bestec Electronics (Dongguan) Co, (Dongguan Wanlin) on August 31, 2022. Our company repurchased Dongguan Wanlin through its subsidiary, Lianyao

  • 41 -

Investment Co., Ltd., on January 29, 2023. As the substantial control over Dongguan Wanlin was not transferred to the merged entity, it was still included in the consolidated financial statements of our company for the year 2022.

  1. Property, plant and equipment
year 2022.
Property, plant and equipment
Self-use
Business rental leasing
Self-use
December 31,
2022
$ 439,874

30,807
$ 470,681
December 31,
2021




$ 351,871
29,775
$ 381,646
se
Cost

January 1, 2022
balance
Reclassified as
assets held for
sale
Add
Disposal
Internal transfer
Net exchange
gain/loss
Balance
Accumulated
depreciation and
impairment
January 1, 2022
balance
Reclassified as
Assets Held for
Sale
Depreciation
expenses
Disposal
Internal transfer
Net
exchange
gain/loss
Balance on
December 31,
2022
Net amount on
December 31,
2022
Cost

January 1, 2021
balance
Add
Disposal
Internal: transfer
Net exchange
gain/loss
Balance
Land Buildings
and
structures
Machinery
and
equipment

Transportat
ion
Equipment

Leasehold
improveme
nts
Non-curren
t Assets
Office
equipment

Other
equipment
Work in
progress
Total











$ 121,223
-
210,230
-
-

-
331,453
-
-
-
-
-

-

-
$ 331,453
$ 121,223
-
-
-

-
121,223
$ 410,500
( 192,638 )
-
-
(
7,987 )

2,797
212,672
209,286
(
96,967 )
9,798
-

(
4,164 )

1,385
119,338
$ 93,334
$ 412,752
-
-
(
809 )
(
1,443)
410,500
$ 337,984
-
14,475
( 326,507 )

-

5,687

31,639
317,774
-
2,420
( 308,061 )

-

5,380

17,513
$ 14,126
$ 339,801
123
-

481
(
2,421)
337,984
$ 5,235
-
-
(
174 )
-

3

5,064
5,232
-
-
(
171 )
-

3

5,064
$ -
$ 5,236
-
-
-
(
1)

5,235
$ 38,618
-
-
(
39,009 )
-

688

297
30,909
-
1,936
(
33,215 )
-

553

183
$ 114
$ 38,618
289
-
-
(
289)

38,618
$ 25,618
-
76
(
10,982 )
-

194

14,906
25,233
-
236
(
10,926 )
-

191

14,734
$ 172
$ 26,001
-
(
297 )
-
(
86)

25,618
$ 29,822
-
720
(
30,365 )
-

532

709
28,695
-
152
(
29,326 )
-

513

34
$ 675
$ 30,032
15

-
-
(
225)

29,822
$ -
-
-

-
-

-


-
-
-
-

-

-

-

-
$ -
$ 38
-
-
(
38 )

-


-
$ 969,000
( 192,638 )
225,501
( 407,037 )
(
7,987 )

9,901
596,740
617,129
(
96,967 )
14,542
( 381,699 )
(
4,164 )

8,025
156,866
$ 439,874
$ 973,701
427
(
297 )
(
366 )
(
4,465)
969,000

(Continue on next page)

  • 42 -

(Continued from previous page)

Land Buildings
and
structures
Machinery
and
equipment
Machinery
and
equipment

Transportat
ion
Equipment

Transportat
ion
Equipment

Leasehold
improveme
n
t
s
Non-curren
t Assets

Leasehold
improveme
n
t
s
Non-curren
t Assets
Office
equipment

Other
equipment

Other
equipment




Work in
progress
Total



$ -
-
-
-

-

-
$ 121,223
$ 195,837
14,518
-
(
397 )
(
672)
209,286
$ 201,214




$ 313,503
6,498
-

-
(
2,227)
317,774
$ 20,210



$ 5,231
2
-
-
(
1)

5,232
$ 3



$ 23,637
7,445
-

-
(
173)

30,909
$ 7,709
$ 24,601
1,009
(
297 )
-
(
80)

25,233
$ 385




$ 28,444
464

-
-
(
213)

28,695
$ 1,127
$ -
-
-

-

-

-
$ -
$ 591,253
29,936
(
297 )
(
397 )
(
3,366)
617,129
$ 351,871

During this period, we acquired land for 210,230 thousand NT dollars through a bidding process with the government. For further details, please refer to Note 30.

Depreciation expenses are recognized on a straight-line basis over the following useful lives:

g useful lives:
Buildings and structures
Factory
buildings
and
main office buildings 20 - 50 years
Electrical and mechanical
equipment 8 - 10 years
Engineering systems 5 - 15 years
Machinery and equipment 3 - 6 years
Transportation equipment 5 years
Leasehold improvements 2 - 5 years
Office equipment 3 - 8 years
Other equipment 2 - 5 years

The amount of self-used real estate, factory buildings, and equipment set as collateral for borrowings is described in Footnote 18 and 30.

(2) Rental income from operating leases

(2) Rental income from operating leases
Cost
January 1, 2022 balance
Internal transfer
December 31, 2022 balance
Accumulated depreciation
and impairment
January 1, 2022 balance
Depreciation expenses
Internal transfer
Buildings and
structures



$ 70,431
7,987
78,418
40,656
2,791
4,164
  • 43 -

47,611 $ 30,807

December 31, 2022 balance

Net at December 31, 2022

(Continue on next page)

  • 44 -

(Continued from previous page)

Buildings and structures

Cost
January 1, 2021 balance

Internal transfer

December 31, 2021 balance

Accumulated depreciation
and impairment
January 1, 2021 balance
Depreciation expenses
Internal transfer

December 31, 2021 balance

Net at December 31, 2021
$ 69,622
809
70,431
37,663
2,596
397
40,656
$ 29,775

The merger company leases real estate and building assets through operating leases for a lease term of 2-3 years. At the end of the lease term, the lessee does not have a preferential purchase right to the assets.

The total future lease payments to be received from the operating leases are as follows:

are as follows:
The first year
The second year
The third year
The fourth year
December 31,
2022
$ 9,877
3,720
4,092

4,092
$ 21,781
December 31,
2021




$ 8,727
5,688
-
-
$ 14,415

Depreciation expenses are recognized on a straight-line basis over the following useful lives:

g useful lives: g useful lives:
Buildings and structures
Factory buildings and main
office buildings 20 - 50 years
Electrical
and
mechanical
equipment 8 - 10 years
Engineering systems 5 - 15 years
  • 45 -

Please set the business lease of real estate, plants, and equipment used as collateral for borrowing, please refer to Notes 18 and 30.

15. Lease Agreement

  • (1) Right-to-use Assets

December 31, December 31, 2022 2021 Carrying amount of Right-of-Use Assets Land use right (see - Note 11) $ $ 18,854 Year 2022 Year 2021 Depreciation expense of Right-of-Use Assets Land use rights (classified as loss from discontinued operations) $ 480 $ 628

(2) Other lease information

Please refer to Note 14 for the agreements of operating leases of the Company's own properties, factories and equipment.

mpany's own properties, factories and equipment.
Short-term lease expense
Lease
expenses
for
low-value assets
The total cash outflow for
leases
Year 2022
$ 27
$ 17
($ 44)
Year 2021


(


(
$ 18
$ 18
$ 36)

The consolidated company chooses to apply exemptions to short-term leases of buildings and structures, and to certain office equipment leases that meet the low-value asset criteria. The related right-of-use assets and lease liabilities for those leases are not recognized. Please refer to Note 15 for details of lease agreements for operating lease of self-owned properties, factories and equipment.

  • 46 -

16. Intangible Assets

ngible Assets
Cost
Balance on January 1, 2022 and
December 31, 2022
Accumulated amortization and
impairment.
January 1, 2022 balance
Amortization expense
December 31, 2022 balance
Net at December 31, 2022
Cost
Balance on January 1 and
December 31, 2021
Accumulated amortization and
impairment.
January 1, 2021 balance
Amortization expense
December 31, 2021 balance
Net at December 31, 2021
Cost of computer
s o f t w a r e
$ 4,646
3,767

712

4,479
$ 167
Cost of computer
software



$ 4,646
2,863
904
3,767
$ 879

Depreciation expenses are recognized on a straight-line basis and calculated based on the following estimated useful lives: Cost of computer software 5 years

17. Other Assets

er Assets
Current
Offset against business tax
payable
Advance payments
Prepaid and accounts payable
December 31,
2022
$ 25,713
2,595

1,998
$ 30,306
December 31,
2021




$ 37,705
1,437
772
$ 39,914
  • 47 -

Long-term prepaid expenses $ - $ 706

18 Borrowings

  • (1)Short-term borrowings.
ort-term borrowings.
Secured
borrowings
(see
Note 30)
Taiwan SME Bank (1)
Unsecured loans
Bank loans (2)
Short-term borrowings
December 31,
2022
$ 24,000
160,000
$ 184,000
December 31,
2021




$ 24,000
160,000
$ 184,000
  • 1.The bank loan is secured by the company's triple land, buildings and structures (see Note 30). The loan's final maturity date is April 30, 2023. As of December 31, 2021 and 2020, the effective annual interest rates were 2.052% and 1.380%, respectively.

  • 2.The interest rates for revolving bank loans were 1.910% to 2.375% and 1.410% to 1.600% as of December 31, 2021 and 2020, respectively.

  • (2) Long-term Loans

ong-term Loans
Pledged loan (refer to Note
30)
Co-operative Bank loan (1)
Taiwan SME Bank (2)
Chang Hwa Commercial
Bank, Ltd. (3)
Subtotal
Unsecured loans
Taiwan SME Bank (4)
Less: Portion due within one
year
Long-term borrowings
December 31,
2022
$ 252,400
61,034
168,000
481,434

5,667
487,101
(263,723)
$ 223,378
December 31,
2021






(





(
$ 276,400
-
67,789
344,189
9,667
353856
34,825)
$ 319,031
1. The bank loan is secured by the land, buildings, and structures of our

Hwaya Industrial Park (refer to Note 30). The principal is amortized on a
monthly basis, and the loan is due on September 20, 2023. As of December

31, 2021 and 2020, the effective annual interest rates were 2.101% and
  • 48 -

1.600%, respectively, and subject to adjustment. According to the loan agreement, our collateral must be insured against property damage, and we must maintain its current value and pledge not to transfer ownership of the land.

  1. The bank loan is secured by the land under construction owned by Powertech Construction Co., Ltd. (refer to Note 30). The loan is due on October 31, 2119, and as of December 31, 2021 and 2020, the effective annual interest rates were 3.295% and 2.670%, respectively, and subject to adjustment.

  2. The bank loan is secured by the land designated for future industrial use in our Machouhou Industrial Park (refer to Note 30). The loan is due on October 5, 2023, and as of December 31, 2021, the effective annual interest rate was 1.750%, subject to adjustment. (As of December 31, 2020: None)

  3. The principal of the bank loan is amortized on a monthly basis, and the loan is due on May 29, 2023. As of December 31, 2021 and 2020, the effective annual interest rates were 2.175% and 1.550%, respectively.

  4. Other Liability

Current
Other accounts payable
Accrued salaries and
bonuses
Expense payable
Accounts payable for
value-added tax
Interests payable
Accrued vacation pay
Accounts payable for
equipment
Others
Other liability
Contractual liabilities
Other advances from
customers (refer to note 11)
Temporary
and
Collect-on-Delivery
Payments
Non-current
Guarantee deposits received
December 31,
2022
$ 18,907
10,400
1,555
631
145
-

882
$ 32,520
$ 9,010
351,814
15,870
$ 376,694
$ 2,958
December 31,
2021
$ 7,691
12,713
-
420
198
80

497
$ 21,599
$ 9,196
-
29,688
$ 38,884
$ 2,150















  • 49 -

20. Retirement Benefit Plan

(1) Determination of Allocation Plan

The retirement pension system applicable to the merger company under the "Labor Pension Act" is a government-managed defined contribution retirement plan, in which 6% of the employee's monthly salary is allocated to the individual account of the Labor Insurance Bureau for retirement benefits.

(2) Determination of Welfare Plan

The retirement pension system implemented by the merger company under the "Labor Standards Act" is a government-managed defined benefit retirement plan. The payment of employee retirement benefits is calculated based on the length of service and the average monthly salary of the six months before the approved retirement date. The merger company allocates 2% of the employee's total monthly salary to the retirement pension, which is deposited into an account at Taiwan Bank under the name of the Labor Pension Fund Supervisory Committee. If the estimated balance of the account is not sufficient to pay the employees who meet the retirement conditions in the next year, the difference will be allocated at once before the end of the current year, and the account is managed by the Labor Fund Bureau of the Ministry of Labor. The merger company has no right to affect the investment management strategy.

The determined welfare plan amount to be included in the consolidated balance sheet is listed as follows:

ce sheet is listed as follows:
Present
value
defined
benefit obligation
Fair value of plan assets
Remaining Allocations
Net Defined Benefit Assets
December 31,
2022
$ 5,671
(13,041)
(
7,370)
($ 7,370)
December 31,
2021

(
(
(

(
(
(
$ 5,896
11,900)

6,004)
$ 6,004)
  • 50 -

Changes in Net Defined Benefit Assets are as follows:

Defined
Benefit
Obligation
January 1, 2022
$ 5,880

Service Cost
Current service costs
49
Interest Expense (Income)

22

Recognized in income
statement

71

Re-measurement Amount
Plan
Asset
Return
(excluding
the
amount included in
net interest)
-

Actuarial Gain -
Experience
Adjustments
(
55)

Recognized in other
comprehensive
income (loss)
(
55)

Employer Contributions

-

December 31, 2021

5,896

Service Cost
Current service costs
50
Interest expense (income)

37

Recognized in income
statement

87

Re-measurement Amount
Plan
Asset
Return
(excluding
the
amount included in
net interest)
-

Actuarial Loss - Financ
Assumptions
(
252 )
Actuarial Gain -
Experience
Adjustments
(
60)

Recognized in other
comprehensive
income (loss)
(
312)

Employer Contributions

-

December 31, 2022
$ 5,671
Plan Assets
Fair Value
($ 11,557)

-
(
43)

(
43)

(
162 )

-

(
162)

(
138)

(
11,900)

-
(
75)

(
75)

(
928 )

-


-

(
928)

(
138)

($ 13,041)
Net Defined
Benefit
Assets
($ 5,677)
49
(
21)

28
(
162 )
(
55)
(
217)
(
138)
(
6,004)
50
(
38)

12
(
928 )
(
252 )
(
60)
(
1,240)
(
138)
($ 7,370)
  • 51 -

The merged company is exposed to the following risks regarding the retirement plan system under the "Labor Standards Act":

  1. Investment risk: The Labor Pension Fund Supervisory Committee invests the labor retirement fund in domestic and foreign equities, debt securities, bank deposits, etc. through self-operation and commissioned management. However, the distribution of the plan assets for the merged company is based on the yield calculated at no less than the local bank's 2-year fixed deposit rate.

  2. Interest rate risk: The decrease in government bond interest rates will increase the present value of the determined welfare obligation, but the return on debt investments of the plan assets will also increase, which partially offsets the impact on the net determined welfare liability.

  3. Salary risk: The calculation of the present value of the determined welfare obligation is based on the future salaries of the plan members. Therefore, an increase in the salaries of the plan members will increase the present value of the determined welfare obligation. The present value of the merged company's determined welfare obligation is calculated by a qualified actuary, with the following significant assumptions being taken into account:

December 31, December 31,
2022 2021
Discount Rate 1.250% 0.625%
Expected Salary Increase
Rate 2.000% 2.000%

If a significant actuarial assumption were to be changed while all other assumptions remained constant, the increase (decrease) in the present value of the defined benefit obligation would be as follows:

Discount Rate
Increase of 0.25%
Decrease of 0.25%
Expected Salary Increase
Rate
Increase of 0.25%
Decrease of 0.25%
December 31,
2022
($ 97)
$ 99
$ 97
($ 95)
December 31,
2021
December 31,
2021
(


(
(


(
$ 109)
$ 112
$ 108
$ 106)

Due to the potential correlation of actuarial assumptions, the sensitivity analysis above may not reflect the actual changes in the present value of the benefit obligation with only one assumption change.

  • 52 -
Expected contribution
amount within one year
Weighted average
remaining contractual
term of the defined
benefit obligation
December 31,
2022
$ 141
6.9 years
December 31,
2021
December 31,
2021
$ 141
7.4 years

21. Equity

  • (1)Capital of Common Share
pital of Common Share
Number
of
authorized
shares (in thousands)
Authorized capital stock
Number of issued and fully
paid shares (in thousands)
Issued capital stock
pital surplus
Available for compensating
deficits, cash dividends,
or increasing capital stock
(1)
Stocks from employee stock
options
that
have
expired
Issuance premium (2)
Issuance premium from the
exercise
of
employee
stock options (Note 3)
Not
available
for
any
purposes
Employee stock options
December 31,
2022

160,000
$ 1,600,000

70,684
$ 706,840
December 31,
2022
$ 315
562

4,029
$ 4,906
December 31,
2021

160,000
$ 1,600,000

70,491
$ 704,909
December 31,
2021




$ 272
-
4,405
$ 4,677
  • (2) Capital surplus

Note 1: This type of capital surplus can be used to offset losses or to distribute cash dividends or allocate to capital when the company has no losses.

  • 53 -

  • Note 2: This type of capital surplus is generated from the issuance of employee stock options and will be adjusted when the options expire.

  • Note 3: This type of capital surplus is generated from the exercise of employee stock options.

(3)Retained Earnings and Dividend Policy

According to the profit distribution policy specified in the Company's bylaws, if there are profits in the annual financial statements, the company shall pay taxes and fees, make up for accumulated losses, and set aside 10% as legal reserve. The remaining amount shall be set aside or reversed in accordance with legal regulations and set aside as special reserve for earnings. If there is still a balance, it shall be combined with the accumulated undistributed earnings, and the Board of Directors shall propose a profit distribution resolution to the shareholders' meeting for approval of shareholder dividends. For the employee and director compensation distribution policy specified in the Company's bylaws, please refer to Notes 2 3(6), respectively.

The Company will consider the company's environment and growth stage, respond to future fund needs and long-term financial planning, and meet shareholders' demands for cash inflows. The Company will distribute more than 50% of the profit as dividends to shareholders, among which the cash dividend shall not be less than 30% of the total dividends. However, the type and ratio of profit distribution can be adjusted by the shareholders' meeting based on the actual profit and financial conditions of the year.

Statutory earnings surplus reserves shall be appropriated until they reach the total amount of the company's paid-in capital. The statutory earnings surplus reserves may be used to offset losses. When the company has no losses, the portion of the statutory earnings surplus reserves exceeding 25% of the total amount of the paid-in capital may be distributed in cash after setting aside for capitalization.

  • 54 -

The Company has made provisions and reversals of special earnings surplus reserves in accordance with the regulations such as the letter numbered 1010012865 issued by the Financial Supervisory Commission and the "Questions and Answers on the Application of Special Earnings Surplus Reserves after Adopting International Financial Reporting Standards (IFRSs)."

The Company held shareholder meetings on June 29, 111 and August 27, 110, respectively, and passed the proposals for appropriation of losses for the fiscal years 110 and 109 as follows:

Beginning of the year deficit
to be offset
Less: Reduction of capital to
offset the deficit this year
Plus: After-tax deficit this
year
Plus: Other comprehensive
income after tax for this
year
Add:
Adjustment
of
retained earnings due
to
changes
in
ownership
equity
of
subsidiaries
End of the year deficit to be
offset
Year 2021
( $ 280,787 )
280,787
(
26,427 )
217
(
178)
($ 26,388)
Year 2020
( $ 193,736 )
-
(
87,340 )
289

-
($ 280,787)

Bestec Power Electronics Co., Ltd., the merged company, passed a resolution to reduce capital and offset losses at the shareholder meeting on August 27, 2021, to improve the equity structure. The actual paid-in capital before the merged company's capital reduction to offset losses was NTD 985,696 thousand, divided into 98,570 thousand shares with a par value of NTD 10 per share. The capital reduction was carried out for NTD 280,787 thousand, resulting in the cancellation of 28,079 thousand issued shares, with a capital reduction ratio of 28.486%. The actual paid-in capital after the capital reduction to offset losses was NTD 704,909 thousand, and the number of shares was adjusted to 70,491 thousand. This capital reduction to offset

  • 55 -

losses was approved by the competent authority on October 12, 2021, and the record date was set as November 15, 2021.

To revitalize assets and reduce debts to improve the financial structure, the merged company passed a resolution to dispose of the land and building of the merged company at the shareholder meeting on August 27, 2021. The merged company plans to dispose of the land and building located at No. 69, Keji 1st Rd., Guishan Dist., Taoyuan City at an appropriate price based on the operating situation. The subsequent operations, such as the acquisition or disposal of assets processing procedure and related regulations, will be handled in accordance with the merged company's regulations.

To respond to the government's policy of returning investment to Taiwan and the needs of business development, the merged company passed a resolution to purchase land at the board meeting on May 10, 2021. The merged company plans to participate in the bidding for land at the Machu Industrial Park in Chiayi County. The subsequent operations, such as the acquisition or disposal of assets processing procedure and related regulations, will be handled in accordance with the merged company's regulations. The merged company paid a bid deposit of NTD 5,643 thousand for the Machu Industrial Park land on October 20, 2021. On January 21, 2022, the board of directors approved the establishment of a factory in Chiayi to produce power-related products, targeting niche markets such as gaming and wireless charging. The merged company paid the first and second installment of the land price, NTD 42,002 thousand and NTD 168,015 thousand, respectively, on March 16 and June 22, 2022. The payment was completed in June 2022, and the transfer of land and related professional service fees of NTD 213 thousand were completed in July 2022, totaling NTD 210,230 thousand transferred to real estate, factory buildings, and equipment.

Bestec Power Electronics Co., Ltd. proposed a plan to reduce capital and offset losses in the board of directors meeting on March 28, 112. The proposed amount of capital reduction to offset losses is 5,632 thousand NT dollars. In addition, it is also proposed to carry out a cash reduction plan

  • 56 -

after offsetting the losses, with a reduction amount of 101,208 thousand NT dollars. It is expected to cancel 10,121 thousand shares that have already been issued, with a reduction ratio of 14.43%. After the capital reduction, the expected paid-in capital will be 600,000 thousand NT dollars, with a total of 60,000 thousand shares.

Regarding the proposal to offset losses and the proposal for cash reduction in the 2022 fiscal year, the decision will be made at the shareholders' meeting scheduled for June 20, 2023.

22. Revenue

nue
Year 2022 Year 2021
Sales revenue
office power supply $ 364,454 $ 346,575
unlimited charging 42,962 27,866
uninterruptible
power
supply - 2,367
power converter 664 2,093
Total 408,080 378,901
Sales return (
4 )
(
10 )
Sales allowance (
42 )
(
590 )
Less:
Attributable
to the
Discontinued Operation
(Note 11) ( 664) ( 31,191)
Net Sales Revenue $ 407,370 $ 347,110

23 .Continuing Operations Net Income (Loss)

(1) Interest revenue

est revenue
Bank deposit
Financial assets measured at
fair value through profit
or loss.
Less: Attributable to the
Discontinued Operation
(Note 11)
Year 2022
$ 4,319

3,397
7,716
(
128)
$ 7,588
Year 2021


(


(
$ 893
2,437
3,330

123)
$ 3,207

(2)Other revenue

Year 2022

Year 2021

  • 57 -
Rental income (see Note 14
and 29)
Conversion of collection on
behalf to other income
Liquidation
income
from
subsidiary
Conversion of contract
liabilities to other income
Others
Less: Attributable to the
Discontinued
Operation
(Note 11)
ce costs
Interest of bank loans
eciation and Amortization
Property, plant, and
equipment
Intangible Assets
Right-of-use Assets
Less: Attributable to the
Discontinued Operation
(Note 11)
Depreciation expenses
aggregated by function
Operating cost
Operating expenses
Less: Attributable to the
Discontinued
Operation (Note 11)
Amortization expense
aggregated by function
Operating expenses
Less: Attributable to the
$ 12,329
17,383
-
-
866
(12,120)
$ 18,458
Year 2022
$ 11,771
Year 2022
$ 17,333
712

480
18,525
(
3,430)
$ 15,095
$ 5,390
11,943
17,333
(
2,950)
$ 14,383
$ 1,192
(
480)
$ 8,726
8,309
12,138
1,174
536
(
8,365)
$ 22,518
Year 2021
$ 8,726
8,309
12,138
1,174
536
(
8,365)
$ 22,518
Year 2021
$ 9,578
Year 2021



(




(


(



(




(


(
$ 32,532
904
628
34,064
13,070)
$ 20,994
$ 19,223
13,309
32,532
12,442)
$ 20,090
$ 1,532

628)

(3) Finance costs

(4) Depreciation and Amortization

  • 58 -
Discontinued
Operation (Note 11)
oyee benefits
Post-retirement benefits
(Note 20)
Defined benefit plan -
expenses
Plan of present value of
defined benefit
obligation - expense
Salary expense
Health and labor insurance
expense
Other employee expenses
Total Employee benefits
expense
Less: Attributable to the
Discontinued Operation
(Note 11)
Functional Consolidation:
Operating cost
Operating expenses
Less: Attributable to the
Discontinued
Operation (Note 11)
$ 712
Year 2022
$ 2,777

12
2,789
55,008
1,021

3,312
62,130
(
5,890)
$ 56,240
$ 34,747
27,383
62,130
(
5,890)
$ 56,240
$ 904
Year 2021
$ 904
Year 2021





(




(





(




(
$ 4,898
28
4,926
53,564
1,941
2,810
63,241

2,381)
$ 60,860
$ 32,290
30,951
63,241

2,381)
$ 60,860

(5) Employee benefits

(6)Employee compensation and director compensation

The company sets aside employee compensation and director compensation at a rate of not less than 5% and not more than 4% of the pre-tax profit before deducting employee and director compensation, respectively, in accordance with the company's articles of association. However, when the company has accumulated losses, the amount needed to offset the losses shall be reserved in advance, and then employee compensation and director compensation shall be set aside according to the above ratio.

  • 59 -

If there is still a change in the amount after the consolidated financial statements for the year have been approved and published, it shall be handled according to accounting estimates and adjusted in the next year's accounts.

In the 2022 and 2021 fiscal years, the board of directors did not decide to allocate employee compensation and director remuneration due to the company's outstanding losses and operating losses. Therefore, there is no difference between the financial statements for those years and the non-allocation of employee compensation and director remuneration.

For information regarding the employee compensation and director remuneration approved by the board of directors in the 111 and 110 fiscal years, please refer to the "Public Information Observation Station" of the Taiwan Stock Exchange.

(7)Foreign exchange gain/loss - net amount

Total amount of foreign
exchange gains
Foreign exchange loss
Less: Attributable to the
Discontinued
Operation (Note 11)
Net loss
Year 2022
$ 65,341
( 36,088 )

2,652
$ 31,905
Year 2021
$ 26,333
( 36,127 )

1,987
($ 7,807)

24. Income Tax of Continuing Operation Unit

(1) Income tax recognized in income statement

The main components of income tax expense (benefit) are as follows:

Current income tax
Generated in the current
year
Adjustments
for
prior
years
Deferred income tax.
Generated in the current
year
Income tax expense (benefit)
recognized in profit or
loss (profit)
Year 2022
$ 12,540
(
11)
12,529

3,133
$ 15,662
Year 2021

(


( $ 18,251 )

-
( 18,251 )

879
($ 17,372)
  • 60 -

The reconciliation of accounting income and income tax expense (benefit) is as follows:

lows:
Profit (loss) before tax
Income
tax
benefit
calculated at statutory tax
rate on pretax income
Expenses not deductible for
tax purposes
Exempt income
Unrecognized
temporary
differences
Loss
carryforward
(utilization)
Adjustments for prior years
Income tax expense (benefit)
recognized in profit or
loss (profit)
Year 2022
$ 68,989
$ 15,849
2,077
(
90 )
5,342
(
7,505 )
(
11)
$ 15,662
Year 2021
($ 43,935)
( $ 22,916 )
(
3,933 )
(
1,054 )
442
10,089

-
($ 17,372)

(2) Recognition of Income Tax in Other Comprehensive Income

cognition of Income Tax in Other Comprehensive Income
Year 2022
Deferred income tax.
Generated in the current
year
- Foreign Operations
Translation
$ 2,680
rrent Income Tax Assets and Liabilities
December 31,
2022
Current tax assets
Income tax refund
receivable
$ 182
Current income tax payable
Income tax payable
$ 16,098
Year 2021
($ 2,095)
December 31,
2021

$ 252
$ 16,049
  • (3) Current Income Tax Assets and Liabilities

(4) Deferred Income Tax Assets and Liabilities

Changes in Deferred Income Tax Assets and Liabilities are as follows:

Year 2022

Beginning Recognized Recognized Ending balance in income in others balance

  • 61 -
statement statement Comprehe Comprehe Comprehe
nsive
income
Deferred tax assets
Inventory
allowance
for
obsolete
or
slow-moving items $ 5 $
7
$ - $ 12
Unrealized exchange
losses 1,746 - - 1,746
Allowance for doubtful
accounts 133 ( 133) - -
$ 1,884 ($
126)
$ - $ 1,758
Deferred income tax
liabilities
Unrealized exchange
gain $ - $ 3,007 $ - $ 3,007
Exchange differences
on translation of
foreign financial
statements 985 - 2,680
3,665
$ 985 $ 3,007
$ 2,680
$ 6,672
Year 2021
Recognized
in others
Recognized Comprehe
Beginning in income nsive Ending
balance statement income balance
Deferred tax assets
Inventory allowance
for obsolete or
slow-moving items $ 788 ( $
783 )
$ - $ 5
Unrealized exchange
losses 1,790 ( 44 ) - 1,746
Allowance for doubtful
accounts 185 ( 52) - 133
$ 2,763 ($
879)
$ - $ 1,884
Deferred income tax
liabilities
Exchange differences
on translation of
foreign financial
$ 3,080 $
-
$ 985
statements ($ 2,095)
  • 62 -

  • (5) Unrecognized deferred tax assets for temporary differences and unused tax loss carryforwards in consolidated balance sheet

Loss deduction
Expires in 2022
Expires in 2023
Expires in 2024
Expires in 2025
Expires in 2026
Expires in 2027
Expires in 2028
Expires in 2029
Expires in 2030
Expires in 2031
Expires in 2032
Deductible temporary
differences
December 31,
2022
$ -
1,343
17,226
19,273
70,625
86,928
18,491
1,378
44,507
50,445
18,415
$ 328,631
$ 369,009
December 31,
2021
December 31,
2021




















$ 31,654
4,356
17,955
20,072
70,625
86,928
18,491
1,378
44,507
50,445

-
$ 346,411
$ 342,299

(6) The income tax settlements and declarations

As of the end of fiscal year 2020, the corporate income tax settlements and declarations of Bestec Power Electronics Co., Ltd., Lianyao Investment Co., Ltd., Baotai Construction Co., Ltd. and Bestec Biotechnology Co., LTD. have been verified by the tax authorities.

25. Earnings (loss) per share

ings (loss) per share
Basic earnings (loss) per share
From continuing operations
From discontinued
operations
Diluted earnings (loss) per
share
From continuing operations
From discontinued
operations
Unit: per share in USD
Year 2022
Year 2021
$ 0.76
( $ 0.07 )
0.48)
(
0.31)
$ 0.28
($ 0.38)
$ 0.75
( $ 0.07 )
0.48)
(
0.31)
$ 0.27
($ 0.38)

(


(
  • 63 -

The net income (loss) and weighted average number of ordinary shares used in computing earnings (loss) per share are as follows:

Net income (loss) for the year

income (loss) for the year
Net income (loss) attributable to
owners of the Company
Add:Discontinued operations'
net loss used to calculate
per share loss from
discontinued
Net
income
(loss)
from
continuing operations used to
calculate earnings (loss) per
share
Number of shares (in thousands)
Number
of
shares
(in
thousands)
Effects of dilutive potential
common shares:
Employee stock options
Year 2022
$ 19,516
33,818
$ 53,334
Year 2022
70,618
517
71,135
Year 2021


( $ 26,427 )

21,592
($ 4,835)
Year 2021


70,491
-
70,491

If a merged company can choose to pay employee compensation in stock or cash, when calculating diluted earnings per share, it is assumed that the employee compensation will be paid in stock and included in the weighted average number of outstanding shares when the potential common stock has a dilutive effect. When calculating diluted earnings per share before deciding the number of shares to be issued for employee compensation in the following year, the dilutive effect of such potential common stock shall continue to be considered.

The diluted loss per share for the year 2021 was not calculated by including the employee stock options as they had an anti-dilutive effect.

26.Stock-based compensation agreements

Employee Stock Option Plan

The Company's Employee Stock Option Plan ("ESOP") was approved by the board of directors on March 30, 2017. The ESOP allows for the issuance of 8,000 units

  • 64 -

of employee stock options, with each unit granting the option to purchase 1,000 common shares of the Company. The options were granted to full-time employees of the Company and its subsidiaries. The exercise period is 5 years, and the option holder can exercise a certain proportion of the options granted after two years of the issuance of the ESOP certificate. The exercise price of the options is the closing price of the Company's common shares on the date of issuance. If there is a change in the number of common shares of the Company after the issuance of the ESOP, the exercise price of the options will be adjusted according to a prescribed formula.

The following is the relevant information for the Company's employee stock options:

ns:
Employee stock options
Outstanding at beginning
of year
Exercised During the
Period
Expired/Forfeited during
the year
Outstanding at end of year
Exercisable at end of year

Weighted average fair
value of employee stock
options granted during
the year (NTD)
Year 2022
Unit(1,000)
Weighted
average
Exercise
price
(NTD)

1,875 $ 10.50
(
193)10.50
(
17 )
10.50

1,665
10.50

1,665

$ -
Year 2021
Unit(1,000)
1,875
(
193)
(
17 )


1,665


1,665
$ -
Unit(1,000)

1,975

-
(
100 )

1,875


1,406
$ -
Weighted
average
Exercise
price
(NTD)
(
(




(


$ 7.51

7.51
10.50

As of the balance sheet date, the information related to outstanding employee stock options is as follows:

options is as follows:
Range of exercise price (NTD)
Weighted average remaining contractual life
(years)
December 31,
2022
$ 10.50
0.41 years
  • 65 -

The Black-Scholes pricing model was used to value the employee stock options granted by the Company in May 2018. The input values used in the pricing model were as follows:

as follows:
Stock Price of Grant Date
Exercise price
Expected volatility
Expected term
Expected interest rates
No-risk interest rates
Mayof 2018
NTD 7.51
NTD 7.51
39.42%43.15%
3.5 to 4.5 years
-
0.66%0.71%

27. Capital Risk Management

The capital management of the merged company aims to optimize debt and equity balances to maximize shareholder returns while ensuring continued operations.

The capital structure management strategy of the merged company is based on the industry scale, future growth prospects, and product development plans of the business. It sets an appropriate market share for the merged company and plans the necessary production capacity and corresponding capital expenditures. Based on the industry characteristics, it calculates the required working capital and cash to plan the overall scale of assets needed for the long-term development of the merged company. Finally, considering the estimated product contribution, operating profit margin, and cash flow based on the competitive strength of the merged company's products, as well as risk factors such as industry cyclicality and product life cycle, the appropriate capital structure of the merged company is determined.

The management of the merged company regularly reviews the capital structure, taking into account the costs and risks associated with different capital structures. Generally, a prudent risk management strategy is adopted by the merged company.

  1. Financial Instruments

  2. (1) Information on Fair Value - Financial Instruments Measured at Other Than Fair Value.

  3. 66 -

The management of the merged company believes that the carrying amounts of financial assets and financial liabilities measured at other than fair value in the consolidated financial statements approximate their fair values.

(2) Information on Fair Value - Financial Instruments Measured at Fair Value on a Recurring Basis

Fair Value Hierarchy

December 31, 2022

ecember 31, 2022
Financial assets measured
at fair value through
profit or loss.
Mandatorily
measured at fair
value through
profit or loss
Domestic listed and
emerging market
stocks

Fund Beneficiary
Certificates

Level 1
$ 64,831

11,198

$ 76,029
Level 2
$ -

-

$ -
Level 3
$ -

-

$ -
Total








$ 64,831

11,198
$ 76,029


December 31, 2021

ecember 31, 2021
Financial assets measured
at fair value through
profit or loss.
Mandatorily
measured at fair
value through
profit or loss
Domestic listed and
emerging market
stocks

Fund Beneficiary
Certificates

Level 1
$ 87,176

13,303

$ 100,479
Level 2
$ -

-

$ -
Level 3
$ -

-

$ -
Total








$ 87,176

13,303
$ 100,479


  • 67 -

There was no transfer between Level 1 and Level 2 fair value measurements in 2022 and 2021.

  • (3) Types of Financial Instruments
es of Financial Instruments
Financial Assets
Measured
at
fair
value
through profit or loss
Mandatorily measured
at fair value through
profit or loss
Financial assets measured at
amortized cost
Financial liabilities
Amortized
cost
measurement (Note 2)
December 31,
2022
$ 76,029
1,007,100
860,792
December 31,
2021
$ 100,879
594,307
700,243

Note 1: Balance includes financial assets measured at amortized cost, such as cash and cash equivalents, financial instruments, accounts receivable, other receivables, and deposits paid, etc.

Note 2: Balance includes financial liabilities measured at amortized cost, such as long-term and short-term loans (including those due within one year), accounts payable, other payables, and deposits received, etc.

(4)Objectives and policies for financial risk management

The main financial instruments of Bestec Power Electronics Co., Ltd. include accounts receivable, accounts payable, and borrowing. The financial management department provides services to various business units, coordinating and supervising the company's operations in the domestic and international financial markets based on the analysis of internal risk reports on the degree and scope of risks. These risks include market risk (including exchange rate risk and interest rate risk), credit risk, and liquidity risk.

1. Market risk

The main financial risks that Bestec Power Electronics Co., Ltd. faces due to its operations are foreign exchange rate risk (see (1) below) and interest rate risk (see (2) below)).

  • 68 -

There have been no changes in the company's risk exposure to financial instruments in relation to market risk, nor the management and measurement of such risks.

(1) Exchange rate risk

Several of the company's subsidiaries engage in sales and purchases denominated in foreign currencies, resulting in foreign exchange rate exposure for Bestec Power Electronics Co., Ltd.

For non-functional currency denominated monetary assets and monetary liabilities on the balance sheet date, including non-functional currency denominated monetary items already offset in the consolidated financial statements, please refer to Note 33.

Sensitivity analysis

The merger company is mainly affected by fluctuations in the exchange rates of the US dollar, Chinese yuan, and Japanese yen.

The sensitivity analysis of the merger company is detailed in the table below, which explains the impact on the company's sensitivity when the exchange rate of the New Taiwan dollar (the functional currency) increases or decreases by 5% against the relevant foreign currencies. The 5% ratio is used by the management to report the exchange rate risk within the group and represents the management's assessment of the reasonable possible range of fluctuations in foreign exchange rates. The sensitivity analysis only includes foreign currency monetary items that are circulating outside and adjusts their year-end conversion by 5% exchange rate fluctuations. The positive numbers in the table indicate that when the relevant currencies appreciate by 5% against the New Taiwan dollar, it will increase or decrease the pre-tax net profit/loss. When the relevant foreign currencies depreciate by 5% against the New Taiwan dollar, the impact on pre-tax net profit/loss will be the same negative amount.

The impact of foreign exchange rate fluctuations on the pre-tax net profit/loss of the merger company in 2022 and 2021 is summarized below.

  • 69 -
Impact of US Dollar
(Note 1)
Impact of RMB
(Note 2)
Year 2022
$ 24,146
6,499
Year 2021
$ 25,160
13,370
  • Note 1: Mainly derived from the US dollar-denominated cash and cash equivalents, accounts receivable, other receivables, accounts payable, and other payables that were outstanding and not hedged against cash flow on the balance sheet date.

  • Note 2: Mainly derived from the Renminbi-denominated cash and cash equivalents, accounts receivable, accounts payable, and other payables that were outstanding and not hedged against cash flow on the balance sheet date.

(2) Interest Rate Risk

The interest rate risk arises from individual entities within the merged company borrowing funds at both fixed and floating interest rates, resulting in potential fluctuations in interest rates. The merged company manages interest rate risk by maintaining an appropriate mix of fixed and floating interest rates. The financial assets and liabilities subject to interest rate risk as of the balance sheet date of the merged company are presented below.

Fair value
measurement with
interest rate risk:
- Financial assets
- Financial
Liability
Fair value with cash
flow rate risk -
financial assets
- Financial
Assets
- Financial
Liability
December 31,
2022
$ 615,810
-
214,432
671,101
December 31,
2021
$ 185,301
84,000
309,760
453,856
  • 70 -

Sensitivity analysis

The sensitivity analysis below is based on the interest rate risk as derived and non-derived instruments on the balance sheet date. For floating-rate assets/liabilities, the analysis assumes that the amounts of outstanding assets/liabilities on the balance sheet date remain outstanding throughout the reporting period. The variable rate used by the internal reporting to the key management is assumed to increase or decrease by 50 basis points, which also represents the reasonable range of interest rate changes evaluated by the management.

If the interest rate increases/decreases by 50 basis points, and all other variables remain constant, the pre-tax profit/loss of the consolidated company for the years 2022 and 2021 will increase/decrease by NTD 2,283 thousand and NTD 720 thousand, respectively, mainly due to the interest rate risk of the consolidated company's variable-rate borrowing.

2.Credit risk

Credit risk refers to the risk of financial loss to the Group caused by the counterparty's failure to fulfill contractual obligations. As of the balance sheet date, the maximum credit risk exposure that the consolidated company may incur due to the counterparty's non-performance of obligations and the financial guarantees provided by the consolidated company mainly comes from the carrying amount of financial assets recognized on the consolidated balance sheet.

The policy adopted by the consolidated company is to transact with counterparties with excellent reputations and to obtain sufficient guarantees when necessary to mitigate the risk of financial loss resulting from default. The consolidated company rates its major customers based on publicly available and non-public financial information and transaction records. The consolidated company continuously monitors credit risk and the credit ratings of counterparties, and diversifies the total transaction amount among customers with qualified credit ratings. The credit risk is controlled through the credit limit approved and reviewed annually by the Risk Management Committee.

  • 71 -

The credit risk of the consolidated company is mainly concentrated on specific customers of the consolidated company. As of December 31, 2022 and 2021, the total amount of accounts receivable from the aforementioned customers accounted for 95% and 94%, respectively.

3. Liquidity risk

The merger company manages and maintains sufficient cash and cash equivalents to support the group's operations and reduce the impact of cash flow fluctuations. The management of the merger company supervises the use of bank borrowing facilities and ensures compliance with the loan contract terms.

Bank borrowing is an important source of liquidity for the merger company. For the years ended December 31, 2022, and December 31, 2021, please refer to the explanation of the unused borrowing facilities in (2) below.

  • (1)Liquidity and interest rate risk table for non-derivative financial liabilities

The analysis of the remaining contract maturity of non-derivative financial liabilities is prepared based on the earliest possible date that the merger company may be required to repay, using the undiscounted cash flows of financial liabilities (including principal and estimated interest). Therefore, bank borrowings that may be immediately repayable by the merger company are listed in the earliest period in the table below, without considering the probability of the bank immediately exercising that right. Other non-derivative financial liabilities are prepared based on the agreed repayment date.

The undiscounted interest amount paid at a floating rate of interest cash flow is derived based on the interest rate curve on the balance sheet date.

December 31, 2022


Non-derivative
financial liabilities:
Weighted
average
effective
interest
rate(%)
Maturity
within:

1 month or
less
1-3 months
3 months
to 1year
1 - 5years
More than
5years
  • 72 -
Short-term
borrowings.
2.105
$ 84,418 $ 70,265 $ 30,328
Long-term
borrowings
2.157

3,987

6,799
257,637

$ 88,405
$ 77,064
$ 287,965

December 31, 2021
Weighted
average
effective
interest
rate(%)
Maturity
within:

1 month or
less
1-3 months
3 months
to 1year
Non-derivative
financial liabilities:
Short-term
borrowings.
1.499
$ 397 $ 184,315 $ 249
Long-term
borrowings
1.797

3,241

5,909

26,590

$ 3,638
$ 190,224
$ 26,839

t limit
December 31,
2022
Unsecured bank loans
Amounts Used
$ 165,667
Amounts Unused
114,333
$ 280,000
Secured
Bank
Borrowing Limit
Amounts Used
$ 505,434
Amounts Unused
84,266
$ 589,700
$ 30,328
257,637

$ 287,965


3 months
to 1year
$ 30,328
257,637

$ 287,965


3 months
to 1year
$ -
202,169

$ 202,169

1 - 5years
$ -
202,169

$ 202,169

1 - 5years
$ -

25,225
$ 25,225

More than
5years





$ 169,667
110,333
$ 280,000
$ 368,189
53,511
$ 421,700

(2) Credit limit

29. Related Party Transactions

All transactions, account balances, income, and expenses between the Company and its subsidiaries (related parties) were fully eliminated upon consolidation and are therefore not disclosed in these notes. Except as disclosed in other notes, the transactions between the consolidated companies and related parties are as follows:

(1) Related Party Names and Relationships

Relationship with the Consolidated Type/Name of Related Party Company FORFUNE INTERNATIONAL CO., LTD Corporate shareholder of the Company

  • (2) Lease Agreement

Business Lease

  • 73 -

The consolidated company leased an office to the corporate shareholder of the Company through a business lease. The lease period is two years, with a monthly rent of NTD 5,000. Lease income of NTD 57,000 was recognized in 2022. (No such lease income was recognized in 2021.)

(3) Key Management Personnel Compensation

Short-term employee
benefits
Share-based payment
Post-Employment Benefits
Year 2022
$ 8,482
114

77
$ 8,673
Year 2021 Year 2021




$ 8,726
1,390
90
$ 10,206

Directors and other key management personnel's remuneration is determined by the remuneration committee based on individual performance and market trends.

30. Assets Pledged or Mortgaged

Assets pledged as collateral for financing loans include the following:

Inventory
-
Land
under
construction
Buildings and structures
Land
December 31,
2022
$ 209,377
124,143

339,674
$ 673,194
December 31,
2021
December 31,
2021




$ 209,377
135,389
121,223
$ 465,989

As of December 31, 2022 and December 31, 2021, the amount of construction inventory used as collateral for bank loans was NT$209,377 thousand, which was inventory minus land under construction.

As of the same dates, the book value of the company's own land and buildings provided as collateral for loans was NT$463,817 thousand and NT$256,612 thousand, respectively. These properties have been pledged as collateral for bank loans, and the company may not use them as collateral for other loans or sell them to other companies.

31 Significant contingencies and unrecognized contractual commitments

  • 74 -

Significant contingencies and unrecognized contractual commitments as of the balance sheet date of the consolidated company are disclosed in Note 13(1). 32 Subsequent events of significance

In July 2022, Dongguan Bestec, a subsidiary of the consolidated company, sold the equity of its subsidiary, Bestec Electronics (Dongguan) Co, to an unrelated third party. For more information, please refer to Note 13(5).

33 Information on significant foreign currency assets and liabilities

Information on significant foreign currency assets and liabilities is presented below in summary form, translated into the functional currency of the consolidated company at the exchange rates disclosed.

December 31, 2022

Foreign
Currency
Assets
Monetary
items
US Dollar
US Dollar
Hong Kong
Dollar
RMB
Foreign
Currency
Liabilities
Monetary
items
US Dollar
US Dollar
RMB
Foreign
currency
$ 16,817
4,160
804
337
4,571
681
29,826
Exchange rate
NTD equivalent to USD
30.710
CNY equivalent to USD
6.967
NTD equivalent to HKD
3.938
4.408Renminbi:
NT
dollars
30.710 (US dollars: Taiwan
dollars)
6.967 (US dollars:RMB)
4.408Renminbi:
NT
dollars
Carrying
amount





$ 516,438
127,765
3,165
1,486
$ 648,854
$ 140,369
20,911
131,472
$ 292,752
  • 75 -

December 31, 2021

Foreign
Currency
Assets
Monetary
items
US Dollar
US Dollar
US Dollar
Hong Kong
Dollar
RMB
RMB
Foreign
currency
liabilities
Monetary
items
US Dollar
US Dollar
Hong Kong
Dollar
RMB
RMB
Foreign
currency
$ 17,342
1,924
3,169
806
338
91,088
3,177
1,079
46
29,826
43
Exchange rate
27.680
(US
Dollar:
New
Taiwan Dollar)
7.799
(US
Dollar:
Hong
Kong Dollar)
6.372 (US Dollar: Renminbi)
3.549 (Hong Kong Dollar:
New Taiwan Dollar)
4.344Renminbi:
NT
dollars
1.224 (RMB: HKD)
27,680 (US dollars: NT$)
6,372 (US dollars: RMB)
0.817 (CNY: HKD)
4.344Renminbi:
NT
dollars
1.244 (CNY: HKD)
Carrying
amount





$ 480,026
53,257
87,727
2,862
1,468
395,685
$ 1,021,025
$ 87,942
29,863
163
129,563
186
$ 247,717

For the years ended December 31, 2022 and 2021, the consolidated company had foreign exchange gains (realized and unrealized) of NT$31,905 thousand and

losses of NT$7,807 thousand, respectively. Due to the diverse functional currencies of foreign currency transactions and individual entities within the group, it is not possible to disclose the exchange gains and losses by significant foreign currency.

  1. Supplementary disclosure

  2. (1) This refers to significant transaction events and (2) information related to investments in subsidiaries.

    1. Loans to others: None.
  3. 76 -

  4. Endorsement guarantees for others: None.

  5. Summary of year-end holdings of securities (excluding investments in subsidiaries): See Schedule 1.

  6. Cumulative purchases or sales of the same security reaching NT$300 thousand or 20% of the paid-in capital: None.

  7. Acquisition of real estate amounting to NT$300 thousand or 20% of the paid-in capital: See Schedule 2.

  8. Disposal of real estate amounting to NT$300 thousand or 20% of the paid-in capital: None.

  9. Sales or purchases with related parties reaching NT$100 thousand or 20% of the paid-in capital: See Schedule 3.

  10. Receivables from related parties reaching NT$100 thousand or 20% of the paid-in capital: None.

  11. Derivatives trading: None.

  12. Other: Business relationships and significant transactions between parent and subsidiary companies and between subsidiaries, including amounts involved: See Schedule 7.

  13. Information on invested companies: See Schedule 4.

  14. (2)Information on investment in Mainland China:

  15. 1.Names of companies invested in Mainland China, their main business activities, paid-in capital, investment methods, inward and outward fund flows, shareholding ratios, investment gains and losses, year-end investment balance, repatriated investment gains and losses, and investment limit for investment in Mainland China: please refer to Table 5.

  16. 2.Significant transaction details, prices, payment terms, and unrealized gains and losses in the following transactions with companies invested in Mainland China directly or indirectly through third-party regions:

  17. (a)Purchase amount and percentage, year-end balance of relevant accounts payable and percentage: please refer to Table 6.

  18. (b)Sales amount and percentage, year-end balance of relevant accounts receivable and percentage: please refer to Table 6.

  19. 77 -

    • (c) Property transaction amount and the resulting gains and losses: None.

    • (d)End-of-year balance and purpose of bill endorsement guarantee or provided collateral: None.

    • (e)Maximum balance and year-end balance of fund transfers, interest rate range, and total interest expense for the current year: None.

    • (f) Other significant transaction details that have a material impact on current year's income statement or financial condition, such as the provision or receipt of services: None.

  20. (3)Information on major shareholders: Names of shareholders with a shareholding ratio of 5% or more, shareholding amount and percentage: please refer to Table 8.

  21. Department information

  22. (1) Information of operations department

The decision-makers for operations are allocated resources and evaluated based on the overall financial information of the company. In accordance with International Financial Reporting Standard No. 8 "Operating Segments," although the consolidated company has multiple operating departments, some operating departments' relevant financial information does not meet the quantitative threshold conditions, and thus there is no need to disclose financial information for those operating departments.

  • (2)Product information

The consolidated company is mainly engaged in the design, manufacturing, processing, and sales of power supplies and power converters, which fall under a single product category. Therefore, there is no need to disclose product information.

(3) Regional information

The income from external customers and non-current assets from the region where the customers or assets are located are presented below:

Revenue from external
customers
Year 2022
Year 2021
Non-current assets
Year 2022
Year 2021
December 31 December 31
  • 78 -
Asia

Taiwan
Europe
China
America
Less:
Discontin
ued
operations (
$ 329,058
64,081
14,895
-
-

664)

$ 407,370
$ 255,727

84,904

4,139

-

2,340
-
(
$ 347,110
$ -

468,988

-

130,128

-

114,643)

$ 484,473
$ -

264,407

-

143,856

-
-
$ 408,263

Non-current assets do not include financial instruments, deferred tax assets, and net defined benefit assets.

(4) Major customer information

The following are customers of the Group that account for 10% or more of the total consolidated revenue from a single customer:

Customers
Company A

Company B
Year 2022
Amount
%
$ 328,319
80.46
42,960
10.53
Year 2021 Year 2021
Amount
$ 328,319

42,960
Amount
$ 252,882


64,368
%
66.85
17.02
  • 79 -

Bestec Power Electronics Co., Ltd. And Subsidiaries

Details of held-to-maturity securities at the end of the year:

As of December 31, 2022

Appendix 1

Unit: In thousands of New Taiwan dollars unless otherwise stated The companies listed are those held by the reporting company.

Type and Name of Marketable Securities Relationship with
the issuer of
securities

Account
Ending Ending Remarks
Number of shares
/ units

Carrying amount
Percentage of
ownership
(%)

Fair value
Lianyao Investment Co.,
Ltd.
Wan
Jhih
Electronic
Limited

Domestic listed (OTC) and emerging market
stocks
China Steel Corporation
Sheng Yu Co., Ltd.
Taiwan Semiconductor Manufacturing Co.,
Ltd.

Beneficiary certificates
SHS-MB-CREDIT SUISSE NOVA (LUX)
SICAV-GLOBAL SENIOR LOAN FUND
CAPITALISATION
UNITS-F-AXA IM FIXED INCOME
INVESTMENT STRATEGIES FCP-US
SHORT DURATION HIGH YIELD
CAPITALISATION
CONTINGENT CONVERTIBLE NOTES
BARCLAYS PLC 2018-WITHOUT FIXED
MATURITY GLOBAL FIXED /
FLOATING RATE Rating: S&P B+
NOTES DEUTSCHE BANK AG
2014-WITHOUT FIXED MATURITY
SUBORD FLTG RT Rating: S&P B+
6.35% MEDIUM TERM NOTES
PETROLEOS MEXICANOS PEMEX
2018-12.02.48 GTD GLOBAL SERIES C

None
None

None
None
None

None
None
None
Financial assets at fair
value through profit
or loss - Current
Financial assets at fair
value through profit
or loss - Current
Financial assets at fair
value through profit
or loss - Current
Financial assets at fair
value through profit
or loss - Current
Financial assets at fair
value through profit
or loss - Current
Financial assets at fair
value through profit
or loss - Current
Financial assets at fair
value through profit
or loss - Current
Financial assets at fair
value through profit
or loss - Current


20,000


30,000


22,000


269.157


2,101.282


500,000.000


600,000.000


500,000.000
$ 596
735
9,867
11,946
10,419
14,626
18,062
9,778
-
-
-
-
-
-
-
-
$ 596
735
9,867
11,946
10,419
14,626
18,062
9,778







  • 80 -

Bestec Power Electronics Co., Ltd. And Subsidiaries

Acquisition of real estate amounting to NTD 300 thousand or more than 20% of paid-in capital

January 1 to December 31, 2022

Table 2

Unit: In thousands of New Taiwan dollars unless otherwise stated The companies listed are those held by the reporting company.

Company
acquiring the
property
Property name Occurrence
of the fact

Transaction
amount
Payment status of
the transaction

Counterparty

Relation
If the counterparty is a related party,
information on theprevious transferprice
If the counterparty is a related party,
information on theprevious transferprice
If the counterparty is a related party,
information on theprevious transferprice
If the counterparty is a related party,
information on theprevious transferprice
determinati
on basis
of the price

Purpose of
acquisition and
usage
Other
agreements
Details
Owner relationshi
p with the
issuer
Transfer
date
Amount
The Company Land 111.07.22
(Note 3)
$ 210,017
(Note 4)
Payment was
made
according to
the progress
payment in the
real estate
purchase
contract
(already fully
paid).
Chiayi
County
Government
None - - - $ - Governme
nt tender
for
production
and
operation
use

Used for
production and
operation
None

Note 1: If assets acquired are required to be appraised by regulations, the appraisal result should be indicated in the "Reference Basis for Price Determination" column. Note 2: The paid-in capital refers to the paid-in capital of the parent company. For issuers whose stocks have no par value or per share value is not NT$10, the transaction amount for 20% of the paid-in capital shall be calculated based on 10% of the equity attributed to the parent company owner on the balance sheet.

Note 3: The transaction date refers to the earlier date of the actual occurrence, such as the contract signing date, payment date, commission transaction date, transfer date, board resolution date, or any other date sufficient to determine the transaction object and amount.

Note 4: The transaction amount, including professional service fees, is NT$210,230,000.

  • 81 -

Bestec Power Electronics Co., Ltd. And Subsidiaries

Transaction amount of sales and purchases with related parties exceeding NT$100 thousand or 20% of the paid-in capital.

January 1 to December 31, 2022

Table 3

Unit: NT$ thousands

The company that
purchased (sold) goods
Counterparty Relation Transaction condition Transaction condition Different conditions compared
to a normal transaction and the
reason for that
Different conditions compared
to a normal transaction and the
reason for that
Accounts and notes
receivable (payable)
Accounts and notes
receivable (payable)
Remark
s
Goods
purchased
(sold)
Amount Percentage of
the total
purchases
(sales)

Credit period
Unit price ($) Credit period Balance Percentage of
the total
notes
receivable
(payable),
accounts
receivable
(payable)
Bestec Power Electronics
Co., Ltd.
Bestec Power Electronics
(Dongguan) Co
Bestec Power Electronics
Co., Ltd.
Bestec
Electronics
(Dongguan)Co

Bestec Power Electronics
(Dongguan) Co

Bestec Power Electronics
Co., Ltd.

Bestec
Electronics
(Dongguan) Co

Bestec Power Electronics
Co.,Ltd.

Subsidiary

The
Company

Subsidiary

The
Company
Purchase
Sale
Purchase
Sale
$ 240,981
(
240,981
128,310
(
128,310

65%
( 100% )

35%
(
62% )
Note 1
Note 2
Note 1
Note 2
$ -
-
-
-



( $ 25,316 )
25,316
(
114,740 )
114,740
(
18% )
100%
(
81% )
100%



Note 1: The payment terms for purchases from related parties are based on the group's internal fund arrangements and are executed based on the available funds. Other transaction terms are not significantly different from those with unrelated parties.

Note 2: The payment terms for sales to related parties are based on the group's internal fund arrangements and are executed based on the available funds. Other transaction terms are not significantly different from those with unrelated parties.

Note 3: All transactions have been fully offset in the preparation of the consolidated financial statements.

  • 82 -

Bestec Power Electronics Co., Ltd. And Subsidiaries

Name and location of invested companies, etc.

January 1 to December 31, 2022

Table 4

Unit: In thousands of New Taiwan dollars unless otherwise stated The companies listed are those held by the reporting company.

Investment
Company name

Name of Investee
Location Primary business
items
Original Investment Amount Original Investment Amount End-of-Period Holdings End-of-Period Holdings End-of-Period Holdings Investee
Current Period
(Loss) Income
(Note 2 and 4)
Investment Gains or
Losses
Current Period
Recognized
Investment (Loss)
Income
(Note 2 and 4)
Remarks
E n d i n g o f t h i s
reporting period


Ending of last
reporting period
Number of
shares
Percentage
(%)
Carrying amount
Bestec Power
Electronics
Co., Ltd.
Bestec Inv, Inc.
Wan Jhih Electronic
Limited
Ninety-Nine Electronic
Limited
Baotai Construction Co.,
Ltd.
Chien Chih Electronic
Co., Ltd.
Lianyao Investment Co.,
Ltd.
Bestec Power
International Ltd.
Bestec Biotechnology Co.,
LTD.
Bestec Inv, Inc.
APX Power Technology,
LLC
60 Market Square, P.O. Box
364,Belize City, Belize
Suite 802,St James Corurt St
Denis Street, Port Louis,
Maurtius
3F, No.25, Lane 20, Sec. 4, Sanhe
Rd., Sanchong Dist., New
Taipei City, Taiwan
Suite 802, St James Court St
Denis Street, Port Louis,
Manritius
Level3, Alexander House, 35
Cybercity Ebene,
Mauritius
2035 Sunset Lake Road Suite
B-2, Newark, DE 19702
10 N. Martingale Rd, Suite 400,
Schaumburg ,IL,60173, USA.
Trading of various
technological
products
Investment related
business

Real estate sales
Manufacturing and
trading of electronic
parts such as
casings and cables.
Investment related
business
Trading of various
technological
products
Pet food-related
business
Investment related
business
Sale of uninterrupted
power supply
systems and power
protectors
$ 1,486
(USD 50,000)
346,740
(USD 11,666,000)
200,000
-
80,000
59,440
(2,000,000 US
dollars)
20,000
54,982
(1,850,000 US
dollars)
53,318
(1,794,000 US
dollars)
$ 1,486
(USD 50,000)
346,740
(USD 11,666,000)
200,000
99,651
$3,353,000 (USD)
80,000
59,440
(2,000,000 US
dollars)
20,000
54,982
53,318
(1,644,000 US
dollars)
50,000
1,356,181
20,000,000
-
8,000,000
2,000,000
2,000,000
9,250
-
100
100
100
-
100
100
100
100
95.94
$ 123,764
152,616
168,504
-
76,713
112,758
10,645
949
(
369 )
(-12,000 US dollars)
$ 696
1,832
(USD 61,000)
(
2,320 )
309
(86,000 Hong Kong
dollars)
(
3,758 )
5,690
(
18 )
(
211 )
(-7,000 US dollars)
(
179 )
(-6,000 US dollars)
$ 696
1,832
(
2,320 )

665
(
3,758 )

5,690
(
18 )
(
211 )
(
172 )
(-6,000 US dollars)
Note 1
Note 1
Note 1
Note 1, 3 and
5
Note 1
Note 1
Note 1
Note 1
Note 1

Note 1: Unless otherwise noted, the NT dollar amounts in this table are converted at the exchange rate as of December 31, 2022. Note 2: Foreign currency amounts are converted to NT dollars at the average exchange rate for 2022.

Note 3: The difference between the current period profit or loss of the investee and the investment income recognized in the current year is a realized gain of NT$356,000 arising from the side-stream transaction of selling materials by Chien Chih Electronic Co., Ltd. (Chien Chih)to Bestec Power Electronics(Dongguan) Co., Ltd..

Note 4: The profit or loss is recognized based on the financial statements of the investee that have been audited by the certified public accountant during the same period.

Note 5: The Company dissolved and liquidated Chien Chih on November 12, 2021. As the amount receivable from its subsidiary, Dongguan Chien Chih, for the processing of materials was not collected,

the loss of NT$401,690,000 (RMB 90,839,000) recognized in 2022 was offset against the accounts payable to Dongguan Chien Chih and was not included in the consolidated financial statements. The remaining subscription proceeds of NT$1,922,000,000 were remitted back on March 7, 2022.

Note 6: For information related to the Mainland China investee companies, please refer to Annex Table 5.

Note 7: The balances have been fully offset in the preparation of the consolidated financial statements.

  • 83 -

Table 5

Bestec Power Electronics Co., Ltd. And Subsidiaries

Investment in mainland China

January 1 to December 31, 2022

Unit: In thousands of New Taiwan dollars unless otherwise stated

Investee in mainland
China
Company name
Primary business items Paid-in capital Paid-in capital Investment method Investment amount at
the beginning of the
period
Investment amount
accumulated from
Taiwan
Investment amount at
the beginning of the
period
Investment amount
accumulated from
Taiwan

Investment amount in the current period
exported or withdrawn
Investment amount

Investment amount in the current period
exported or withdrawn
Investment amount
Ending of this
reporting period
Investment amount
accumulated from
Taiwan
Investee Companies
Income or Loss for the
Period

Direct or
indirect
shareholdin
g ratio of the
company's
investment

Current period
recognized amount
investment income or
loss
Period end
investment
book value
As of the end of the
period,
Inflows from
investment returns
Remitted out Recovered
Bestec
Power
Electronics
(Dongguan) Co
Dongguan
Shijie
Jianzhi Electronics
Factory
Bestec
Electronics
(Dongguan) Co

Production and sales of
power supplies, power
converters, and circuit
board components


Manufacture of electronic
components
such
as
casings and wires

Production and domestic
sales of power supplies
and power converters



$ 306,195
(HKD 13,082,000
and USD 8,293,000)
(Note 2)


-


17,632
(Chinese
Yuan
4,000,000)
(Note 2)
Indirect
investment
through
Jiuh
Der
Electronics (Mauritius)
Co., Ltd.
Establishment
of
a
processing plant for
incoming
materials
through Chien Chih
Electronic Co., Ltd.

Indirect
investment
through Bestec Power
Electronics
(Dongguan) Co., Ltd.



$ 306,195
(HKD 13,082,000
and USD 8,293,000)
(Note 2)




102,971
(USD 3,353,000)
(Note 2)


-
$ -
-
-
$ -
59,025
(USD 1,922,000)
-
$ 306,195
(HKD 13,082,000
and USD 8,293,000)
(Note 2)
43,946
(USD 1,431,000)
(Note 2)
-
$ 3,959
(CNY 895,000)
(Note 4)
(
401,690 )
(CNY-90,839,000)
(Note 4)
37,454
(CNY8,470,000)
(Note 4)
100%
100%
100%
$ 3,959
(CNY 895,000)
(Note 4)
(
401,690 )
(CNY -90,839,000)
(Note 4)
37,454
(CNY 8,470,000)
(Note 4)
$ 154,250
(USD 5,023,000)
(Note 2)
-
(Note 6)
43,996
(CNY 9,981,000)
(Note 7)
$ -
-
-
Cumulative amount of investment in Mainland China
exported from Taiwan duringtheperiod-end(Note 2)
Approved investment amount by Investment Commission, Ministry of Economic
Affairs(Note 2)
$ 350,141
(US$9,724,000 and HK$13,082)
$ 512,912
(US$15,024,000 and HK$13,084,000)
$ 317,350

Note 1: The calculation is based on 60% of the net worth of the audited financial report as of December 31, 2022 (the net worth of the Company as of December 31, 2022 was NT$528,916,000). Note 2: The amounts in this table are converted into New Taiwan Dollars based on the exchange rate as of December 31, 2022. Note 3: The investment cases of Bestec Power Electronics (Dongguan) Co approved and on record on March 18, 2003, May 26, 2003, July 21, 2003, June 4, 2004, June 1, 2005, July 12, 2006, and January 23, 2014, respectively, under Approval Letters No. 091048706, No. 092017118, No. 092022439, No. 093015037, No. 094014017, No. 09500187450, and No. 10300000550. The investment case of Dongguan Shijie Jianzhi Electronic Factory was approved and on record on October 13, 2008, under Approval Letter No. 09700365750.

Note 4: Converted based on the average exchange rate of RMB to New Taiwan Dollars for the year 2022, which is 4.422. Note 5: Recognized based on the audited financial reports of the investee companies by the Company's auditor for the same period. Note 6: The Company's board of directors approved the dissolution and liquidation of Dongguan Shijie Chien Chih Electronic Factory, a raw material processing factory of Chien Chih Electronics Co., Ltd., on November 12, 2021. The recognized profit of NT$401,690,000 (RMB90,839,000) for the outstanding payable to Chien Chih Electronics Co., Ltd. has been offset against the Company's receivable from Chien Chih Electronics Co., Ltd. Therefore, it has not been included in the consolidated financial statements and the dissolution and liquidation process was completed on March 7, 2022.

Note 7:Bestec Electronics (Dongguan) Co., Ltd. completed the sale of Bestec Electronics (Dongguan) Co., Ltd. on August 31, 2022. The Company repurchased the company through its subsidiary, Lianyao Investment Co., Ltd., in January 2023. The Company's substantive control has not been transferred, therefore, it is still included in the consolidated financial statements. Note 8: Fully offset in the preparation of the consolidated financial statements.

  • 84 -

Bestec Power Electronics Co., Ltd. And Subsidiaries

The significant transactions with Mainland China invested companies directly or indirectly through third-party areas, including their prices, payment terms, unrealized gains or losses, and other related information.

January 1 to December 31, 2022

Table 6

Unit: Unless otherwise specified, amounts are in thousands of New Taiwan Dollars (NTD).

Investee in mainland China Type of
transaction
Sales (purchases) and disposal
price
Sales (purchases) and disposal
price
Price Transaction terms Transaction terms Accounts and notes receivable
(payable)
Accounts and notes receivable
(payable)
Unrealized gains
and losses
Remarks
A
m
o
u
n
t

%
Payment terms Comparison with
regular
transactions

Amount
%
Bestec Power Electronics Co.,
Ltd.
Bestec
Power
Electronics
(Dongguan) Co
Bestec Power Electronics Co.,
Ltd.
Bestec
Electronics
(Dongguan) Co

Purchase of
goods

Sales

Purchase of
goods

Sales
$ 240,981
(
240,981 )
128,310
(
128,310 )
65%
( 100% )
35%
(
62% )
No material
departure.
No material
departure.
No material
departure.
No material
departure.
Open account 90
days
Open account 90
days
Open account 90
days
Open account 90
days
No material
departure.
No material
departure.
No material
departure.
No material
departure.
( $ 25,316 )
25,316
(
114,740 )
114,740
(
18% )
100%
(
81% )
100%
$ -
-
-
-
-
-
-
-

Note 1: All transactions have been fully offset in the preparation of the consolidated financial statements.

  • 85 -

Bestec Power Electronics Co., Ltd. And Subsidiaries

Business relationships, significant transactions, and amounts between parent companies, subsidiaries, and affiliates

January 1 to December 31, 2022

Table 7

Number
(Note 1)
Name of transaction party Counterparty Relationship with
counterparty (Note 2)
Details of transactions Details of transactions Details of transactions
Item Amount
(Note 6)
Transaction terms Ratio to total
consolidated
revenue or
total assets (Note
3)
(Note 3)
0
0
0
0
0
0
1
2
3
3
3
Bestec Power Electronics Co., Ltd.
Bestec Power Electronics Co., Ltd.
Bestec Power Electronics Co., Ltd.
Bestec Power Electronics Co., Ltd.
Bestec Power Electronics Co., Ltd.
Bestec Power Electronics Co., Ltd.
Bestec Power International Ltd.
Wanzhi (Belize) Co., Ltd.
Bestec Power Electronics
(Dongguan) Co., Ltd.
Bestec Power Electronics
(Dongguan) Co., Ltd.
Bestec Power Electronics
(Dongguan)Co.,Ltd.
Bestec Power Electronics
(Dongguan) Co
Bestec Power Electronics
(Dongguan) Co
Bestec Electronics (Dongguan) Co
Bestec Electronics (Dongguan) Co
Bestec Electronics (Dongguan) Co
APX Power Technology, LLC
Ninety-Nine Electronic Limited
Dongguan Shijie LianDe Electronics
Factory
Bestec Electronics (Dongguan) Co.,
Ltd.
Bestec Electronics (Dongguan) Co.,
Ltd.
Bestec Electronics (Dongguan) Co.,
Ltd.
1
1
1
1
1
1
3
3
3
3
3
Accounts payable
Purchase of goods
Other
accounts
receivable
Accounts payable
Purchase of goods
Other
accounts
receivable
Other
accounts
receivable
Other
accounts
payable
Purchase of goods
Rental income
Other revenue
$ 25,316
240,981

164
114,740
128,310

597

145

131,472
77,435
182
4,736
Note 5
Note 5

Note 5
Note 5
Note 5


Note 5

1%
59%
-
6%
31%
-
-
7%
19%
-
1%

Note 1: Translation: Information on transactions between the parent company and its subsidiaries should be marked in the numbering column as follows:

  1. The parent company should fill in 0.

  2. The subsidiaries should be sequentially numbered starting from 1 according to their company code.

Note 2: There are three types of relationships with the trading parties, and only the type needs to be indicated: parent company to subsidiary

subsidiary to parent company

  • 86 -

subsidiary to subsidiary

Note 3: The calculation of the ratio of transaction amount to consolidated total revenue or total assets is as follows: for balance sheet items, the ratio is calculated as the ending balance divided by the consolidated total assets; for income statement items, the ratio is calculated as the cumulative amount for the period divided by the consolidated total revenue. Note 4: The disclosure of important transaction information in this table may be determined by the company based on the principle of materiality. Note 5: The disclosure of important transaction information in this table may be determined by the company based on the principle of materiality. Note 6: It has already been fully offset in the preparation of the consolidated financial statements.

  • 87 -

Bestec Power Electronics Co., Ltd. Major Shareholder Information As of December 31, 2022

Table 8

Major Shareholder Name Shareholdings Shareholdings
Number of Shares
Held
Percentage of
shareholding
FORFUNE INTERNATIONAL CO., LTD
Chen Yiwen
Chen Songzhe
Chen Mingzhi
Li Huiyu
16,255,614
6,648,679
6,494,231
5,683,557
5,044,460
22.99%
9.40%
9.18%
8.04%
7.13%
  • Note 1: The information on major shareholders in this table is calculated by Taiwan Depository & Clearing Corporation based on the total number of ordinary shares and preferred shares (including treasury stocks) held by shareholders who have completed the delivery without physical registration at the end of the last business day of the quarter, and the total must be 5% or more. The number of shares recorded in the individual financial statements of the Company may differ from the actual number of shares completed without physical registration delivery due to differences in calculation bases.

  • 88 -