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BILLION — Annual Report 2022
Jun 16, 2023
52260_rns_2023-06-16_f2b96c44-a92a-4813-8274-d238ac7702a2.pdf
Annual Report
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Stock Code: 3027
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Billion Electric Co., Ltd.
Year 2022
Report
Printed on 7 June 2023
Annual Report Website:
http://mops.twse.com.tw Company Website: http://www.billion.com.tw
1. Company Spokesperson
Spokesperson Name: Shu-Mei Chang Tel: (02) 2914-5665 #330 Deputy Name: Chen Hung-Cheng Spokesperson
Title: Chief Financial Officer E-mail:[email protected] Title: President
Tel: (02) 2914-5665 E-mail:[email protected]
2. Address and telephone number of the head office and factory:
Total amount 8F, No. 192, Sec. 2, Zhongxing Rd., Xindian Company Dist., New Taipei City Company: New Store 8F, No. 190, Sec. 2, Zhongxing Rd., Xindian Factory: Dist., New Taipei City Hsinchu 6F-6, No. 120, Section 2, Gongdao 5th Road, Laboratory: Hsinchu City
(02) 2914-5665
(02) 2914-5665 (03) 575-3268
3. Share Transfer Agency:
Name: Capital Securities Corp. Registrar Address: B2, No. 97, Sec. 2, Dunhua S. Rd., Da ’ an Dist., Taipei City Telephone: (02) 2702-3999 Website: http://www.capital.com.tw
4. Certified Public Accountants for
the Financial Report in the Most Recent Year: CPA: Astor Kou and Hsin-Yi Kuo
Name of firm: KPMG Address: 68F., No. 7, Sec. 5, Xinyi Rd., Xinyi Dist., Taipei City Tel: (02) 8101-6666
Website: https://kpmg.com/tw/zh/home.html
5. Overseas Securities Exchange Where
Securities are Listed: None Information Method: None
6. Company Website:
http://www.billion.com.tw.
| Project Record |
|
|---|---|
| 1. Letter to Shareholders | 1 |
| Company Overview | 6 |
| 1. Date of establishment | 6 |
| 2. Company History | 6 |
| Corporate Governance Report | 18 |
| 1. Organization | 18 |
| (1) Organizational structure | 18 |
| (2) Business of main departments | 19 |
| 2. Information of Directors, General Manager, Deputy General Manager and Major | 20 |
| Managers | |
| (1) Information on Directors | 20 |
| (2) Information on the President, Vice Presidents, Assistant Vice Presidents, and the | 25 |
| Supervisors of All the Company's Divisions and Branch Units | |
| (3) Remuneration paid to directors (including independent directors), president and | 27 |
| vice presidents in the most recent year | |
| (4) The total compensation paid by the Company and by all companies included in the | 35 |
| financial statements for the two most recent fiscal years to directors, president and vice | |
| presidentsTotal amountAnalysis of total remuneration paid to managers as a percentage of | |
| NIAT and description of remuneration policies, standards, and packages, the procedure | |
| for determining remuneration, and its linkage to business performance and future risk | |
| exposureProcedures for determining remuneration and its linkage to operating | |
| performance and future risk exposure | |
| 3. Implementation of Corporate Governance | 36 |
| (1) Operation of the Board of Directors | 36 |
| (2) Operation of the Audit Committee or Supervisors' participation in the operation of | 40 |
| the Board of Directors | |
| (3) Corporate Governance Implementation Status and Deviations from the |
43 |
Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” |
|
| (4) Information on the members and operation of the Remuneration Committee | 55 |
| (5) Promotion of sustainable development and the differences from the Sustainable | 58 |
| Development Best Practice Principles for TWSE/TPEx Listed Companies | |
| Reasons | |
| (6) Ethical Corporate Management and Deviations from the Ethical Corporate | 69 |
| Management Best Practice Principles for TWSE/TPEx Listed Companies and Reasons | |
| Thereof | |
| (7) If the Company has established the Corporate Governance Best Practice Principles | 75 |
| and related regulations, it shall disclose its inquiry methods | |
| (8) Other important information that is sufficient to enhance the understanding of the | 75 |
| operation of corporate governance must be disclosed together | |
| (9) Implementation of internal control system | 76 |
| (10) For the most recent fiscal year or during the current fiscal year up to the date of | |
| publication of the annual report, disclose any sanctions imposed in accordance with the | 77 |
| law upon the Company or its internal personnel. | |
| Penalties imposed against the Company for violation of internal control policy, major |
deficiencies, and improvement thereof
| (11) Material resolutions of a shareholders meeting or a board of directors meeting | 77 |
|---|---|
| during the most recent fiscal year or during the current fiscal year up to the date of | |
| publication of the annual report | |
| (12) During the most recent fiscal year or during the current fiscal year up to the date of | |
| publication of the annual report, a director has expressed a dissenting opinion with respect | 81 |
| to a material resolution passed by the board of directors, | |
| The main contents of the records or written statements are as follows: | |
| (13) In the most recent year and as of the date of publication of the annual report, the | |
| chairman, general manager, accounting supervisor, financial | 81 |
Resignation or Dismissal of the Company’s Key Managers, Internal Audit Supervisors, |
|
| and R & D Managers | |
(14) The Company’s personnel related to financial information transparency have |
81 |
| obtained the relevant licenses designated by the competent authority | |
| 4. Information on CPA Professional Fees | 82 |
| 5. INFORMATION ON THE REPLACEMENT OF CPA | 83 |
6. Information on Service of the Company’s Chairman, General Manager, and Financial |
|
| or Accounting Manager within the Past Year CPA firm or its affiliates | 84 |
| 7. During the most recent fiscal year or during the current fiscal year up to the date of | |
| publication of the annual report, the number of shares held by directors, managerial officers, | 85 |
| and directors with shareholding percentage exceeding ten (10) percent Shareholder's equity | |
| transfer and equity pledge changes | |
| 8. Information on the relationship between any of the top ten shareholders | 86 |
| 9. The total number of shares held in any single enterprise by the Company, its directors | 87 |
| and managers, and any companies controlled either directly or indirectly by the Company: | |
| Calculate shareholding percentage in aggregate | |
| Fund raising | 88 |
| 1. Capital and Shares | 88 |
| (1) Source of capital | 88 |
| (2) Shareholder structure | 89 |
| (3) Shareholding distribution | 89 |
| (4) List of top ten shareholders | 91 |
| (5) Market price, net value, earnings and dividends per share for the last two years | 92 |
| (6) Implementation of the Company’s dividend policy | 92 |
| (7) Impact of Stock Dividend Distribution on Business Performance and EPS | 94 |
| (8) Remuneration to employees and directors | 94 |
| (9) Share repurchases | 96 |
| 2. Issuance of corporate bonds (including overseas corporate bonds) | 97 |
| 3. Issuance of Preferred Shares | 97 |
| 4. Participation in the issuance of overseas depositary receipts | 97 |
| 5. Employee Stock Options | 97 |
| 6. Issuance of New Restricted Employee Shares | 97 |
| 7. Status of New Share Issuance in Connection with Mergers and Acquisitions | 97 |
| 8. Financing Plans and Implementation | 97 |
| V. Business Overview | 98 |
|---|---|
| 1. Business Activities | 98 |
| (1) Business Scope | 98 |
| (2) Industry Overview | 99 |
| (3) Technology and R & D Overview | 104 |
| (4) Long-term and short-term business development plans | 106 |
| 2. Market and Sales Overview | 107 |
| (1) Market Analysis | 107 |
| (2) Important uses and production process of major products | 111 |
| (3) Supply of major raw materials | 116 |
| (4) Information of major suppliers and information of major customers in the last two | 117 |
| years | |
| (5) Production volume and value in the last two years | 119 |
| (6) Sales volume and value for the last two years | 119 |
| 3. Employee information in the last two years | 120 |
| 4. Environmental Protection Expenditure | 120 |
| 5. Labor Relations | 120 |
| 6. Important Contracts | 123 |
| Chapter 6 Financial Overview | 124 |
1. Condensed balance sheet, income statement and auditor’s opinion for the last five years |
124 |
| (1) International Financial Reporting Standards | 124 |
| (2) Financial Accounting Standards of the Republic of China | 128 |
| (3) CPA audit | 128 |
| 2. Financial analysis for the past five years | 129 |
| (1) Financial Analysis-IFRS | 129 |
| (2) Financial Analysis–Based on the Financial Accounting Standards of the Republic | 134 |
| of China | |
3. Audit Committee’s Review Report for the Most Recent Year Book |
134 |
| 4. FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’REPORT | 134 |
| FOR THE MOST RECENT YEAR | |
| 5. Consolidated Financial Statements Audited and Certified by CPAs for the Most | 134 |
| Recent Year | |
| 6. The Company and Its Affiliates Encounter Any Financial Difficulties in the Past Year | 134 |
| and as of the Date of Publication of the Annual Report | |
| VII. Review and analysis of the Company's financial position and finan-cial | 135 |
| performance, and risk management | |
| 1. Financial status | 135 |
| (1) Comparative analysis of financial position | 135 |
| 2. Operating results | 137 |
| (1) Comparative analysis of operating results | 137 |
| (2) Analysis of changes in gross operating profit | 138 |
| 3. Cash Flow | 138 |
| (1) Liquidity analysis for the last two years | 138 |
| (2) Cash Flow Analysis for the Coming Year | 138 |
| 4. IMPACT OF MAJOR CAPITAL EXPENDITURES IN RECENT YEARS ON | 139 |
| FINANCIAL AND BUSINESS |
| 5. Reinvestment Policy for the Most Recent Fiscal Year, Main Reasons for Profits/Losses | 139 |
|---|---|
| Generated Thereby, Plan for Improving Re-investment Profitability, and Investment Plans | |
| for Coming Year Plan | |
| 6. Risk matters shall be analyzed and evaluated in the most recent year and as of the | 141 |
| date of publication of the annual report | |
| (1) Effects of Changes in Interest Rates, Foreign Exchange Rates and Inflation on | 141 |
| Corporate Finance, and Future Response Measures | |
| (2) High-risk investments, highly leveraged investments, loans to other parties, | 143 |
| endorsements, guarantees, and derivatives transactions in the most recent year The | |
| policy of the product transaction, the main reasons for the profit or loss and future | |
| countermeasures | |
| (3) Future R & D plans and estimated R & D expenses | 143 |
| (4) Effects of and Response to Changes in Policies and Regulations Relating to | 143 |
| Corporate Finance and Sales | |
| (5) Effects of and Response to Changes in Technology and the Industry Relating to | 143 |
| Corporate Finance and Sales | |
| (6) Impact of corporate image change on corporate crisis and countermeasures | 143 |
| (7) Expected Benefits from, Risks Relating to and Response to Merger and | 143 |
| Acquisition Plans | |
| (8) Expected Benefits from, Risks Relating to and Response to Factory Expansion | 143 |
| Plans | |
| (9) Risks of concentrated procurement or sales | 144 |
| (10) Effect upon the Company in the event a major quantity of shares belonging to a | 144 |
| director or shareholder holding greater than a 10 percent stake in the Company has been | |
| transferred or has otherwise changed hands and Risks | |
| (11) Effects of, Risks Relating to and Response to the Changes in Management | 144 |
| Rights | |
| (12) Litigation or non-litigation events | 144 |
| (13) Other major risks | 145 |
| 7. OTHER SIGNIFICANT EVENTS | 145 |
| VIII. SPECIAL NOTES | 146 |
| 1. Private Placement Securities in the Past Year and as of the Date of Publication of the | 146 |
| Annual Report | |
| 2. The Shares in the Company Held or Disposed of by Subsidiaries in the Most Recent | 147 |
| Years | |
| 3. Other Necessary Supplementary Notes | 147 |
| 4. In the most recent year and as of the date of publication of the annual report, the number | |
| of shares held by the Matters that have a significant impact on shareholders' equity or | 147 |
| securities prices | |
Appendix I: Audit Committee’s Review Report for the Most Recent Year |
148 |
Appendix 2: Financial Statements and Independent Auditors’Report for the Most |
149 |
| Recent Year | |
| Appendix III Consolidated Financial Statements Audited and Certified by CPAs for the | 241 |
| Most Recent Year |
Letter to Shareholders
First of all, I would like to thank all shareholders for their support and encouragement to the Company in the past year. I would like to report to all shareholders the operating results in 2022 and future development strategies of the Company as follows:
1. 2022 Business Results
- (1) Business policy and implementation overview
In 2022, Billion Electronic will focus on the global trend of net zero and carbon neutrality, as well as the key strategy of "2050 Net Zero Emissions Pathway" issued by the Taiwan government. Combined with power electronics and network communication technologies, Billion Electronic is committed to developing ICT solutions and actively developing green energy businesses to generate new operational momentum, including:
-
Billion Watts Energy Storage System Integration Service (SI) -design planning/construction of modems/one-stop operation and maintenance.
-
Billion Electronic
’s self-owned energy storage site participated in Taipower’s AFC power trading platform-7.1MW has been launched (3MW under construction will be used) Completed and online trading in 2023). -
Billion Electronic Yilan Localized Energy Storage Container Assembly Plant-Provide energy storage products and OEM services.
Billion Electronic's main products include communication (routers, automotive and industrial Netcom), power and energy management (customized power supply and energy storage OEM), green energy business (energy storage and solar energy solution provision and investment in solar power plants and energy storage stations).
Due to the growth potential of 5 G FWA and in order to meet the application demand of 5 G IoT and the business opportunities of 5G private network, Billion Electronic launched LTE terminal equipment in 2022, which can support the connection speed up to 1200Mbps. In terms of 5G terminal equipment, in September 2022, the Company launched 5 G Sub-6 GHz ODU 8231 and obtained FCC CBSD certification, becoming the first product of 5 G CBSD in North America. In the same year Q4, the Company obtained OnGo ® certification, and started to cooperate with North American cable TV operators by the end of 2022. In addition, the 5 G mm Wave high-speed transmission supports 2.5 Gigabit Ethernet interface, and the product has been tested by wireless service providers in North America.
In terms of M2M industrial equipment, we positioned our products based on smart vehicle and public safety, including smart busses, police cars, fire trucks, and other applications. The new model supports the M12 connector, and we launched a 5 G NR router targeting the M12 and FAKRA joints in the European vehicle market. With the design of the special connector, it can be installed correctly in any environment, and with the smart Ignition sense power detection function, it ensures that the battery is operating safely. The business strategy of M2M products focuses on the vertical market, with industrial Ethernet switches and 5G/LTE routers, suitable for automotive, industrial control, and image security applications.
In the power and energy management business, in addition to continuing to focus on niche customized power supply products, due to the increasing demand for renewable energy storage, the use of Yilan's localized assembly plant to increase the application range of energy storage products. In particular, according to the latest new energy allocation announced by the Ministry of Economic
1
Affairs in 2030, the proportion of green energy will increase to 30%, gas will maintain 50% and coal 20%, and the policy target of 100% market share of electric vehicles in 2040, Billion Electronic will start the layout of electric vehicles. At the end of 2022, the Company will invest in Jing Hao Energy and officially enter the ground-based photovoltaic 1500V inverter market, and is expected to launch electric vehicle charging piles, household and commercial energy storage products one after another. At the same time, Billion Electronic has also signed a cooperation agreement with Shift Clean Energy, a Canadian energy solution provider, on electric ship batteries and PwrSw ä p battery exchange technology to help Taiwan's transportation industry save energy and reduce carbon emissions.
In terms of the subsidiary Billion Watts Technologies, we continue to add and optimize professional solar inverter product brands and projects. This year, the new business groups include: UHV SCADA monitoring system, and at the same time, we have introduced SolarEdge's Korean battery brand Kokam and legal firms.
2
Total Energies Group ’ s subsidiary Saft, entered Taipower's "Trial Platform for Auxiliary Services and Reserve Trading" and the "Solar Photovoltaic Combined Energy Storage Policy" of the Bureau of Energy, Ministry of Economic Affairs. It further provides professional after-sales maintenance and bidding agent services, and is committed to the overall service provider steps to implement the "professional, neutral, development, and integration" development policy and continue to deepen the overall service force and appearance. It is also expected to continue to cultivate this market, expand market share, and create more shareholder value.
Billion Watts Technologies currently has four major product projects: sales of professional inverters, development and introduction of integrated monitoring systems, construction of energy storage systems, and construction of maintenance and engineering systems.
The first professional inverter sales: The indicator project completed the grid connection of the 77.52MWp ground-based project of Tainan Qigu in 2022, which is the largest single field of SolarEdge in the world. This year, we again obtained the 13MWp tender of the second phase of the Wushantou Reservoir to adopt the Shengqi SolarEdge project.
Development and introduction of the second integrated monitoring system: In addition to the UHV SCADA monitoring system, in January 2022, Pixel View officially passed the DREAMS software certification, becoming the first company in Taiwan whose hardware and software have passed the test.
Construction of the third energy storage system: Billion Watts Technologies has signed a total of 20 energy storage system integration cases, totaling 91.55MW, all of which are one-stop products and services, focusing on the functional development and expansion of EMS software, deepening the core of independent technology, and ensuring the flexibility of software services such as one-stop management and customization in most of the follow-up cases, with the goal of 50MW each year to expand the scale of energy storage in Taiwan.
Establishment of the fourth maintenance, operation, and engineering system: A total of 7 employees of Billion Watts have obtained the electricity dealer license from Taiwan Power Company. In addition to bidding on behalf of customers with the qualification of joint contractor in the bidding of resources, 15 professionals with licenses such as electromechanical and labor safety and the SolarEdge/Kokam brand training certificate, and established Taipei, Yunlin, Nanzi, and Longde direct construction engineering service bases to deepen the after-sales technical service capabilities of professional solar photovoltaic and energy storage equipment service providers.
(2) Implementation results of the business plan
The Company's consolidated net operating income for 2022 was NT $1,211,418 thousand, with a gross profit margin of 24.5%, and the net profit per share after tax was NT $ NT $0.41.
The Company's consolidated revenue in 2022 increased by NT $162,471 thousand (15% increase) compared with 2021.
The revenue of the energy product line increased, and the total revenue of the two in 2022 was NT $685,003 thousand, an increase of NT $298,730 thousand from 2021, with a growth rate of 77%. In 2022, solar energy and energy storage are the driving force for the Company's operational growth. From the first quarter revenue accounted for 43%, it increased to 54% in the second quarter, 58% in the third quarter, and 65% in the fourth quarter on a quarterly basis.
3
- (3) Financial income and expenditure and profitability analysis 1. Financial income and expenditure overview analysis:
| Unit: NT $thousand | Unit: NT $thousand | |||
|---|---|---|---|---|
| Proje | Year 2022 | Year 2021 | Differe | Differe |
ct |
nce | nce% | ||
| Net operatingrevenue | 1,211,418 | 1,048,947 | 162,471 | 15% |
| Grossprofit | 297,204 | 322,066 | (24,862) | (8%) |
| Net operating profit | 5,761 | 5,585 | 176 | 3% |
| Net profit (loss) for the year |
50,866 | 35,524 | 15,342 | 43% |
2. Profitability Analysis
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----- Start of picture text -----
Line Item Project Year 2022 Year 2021
Debt to total assets ratio (%) 47.86 39.77
Capital
Ratio of long-term capital to
Structure 316.14 302.02
property, plant and
equipment
equipment ratio (%)
Return on assets (%) 2.00 1.63
Profitability Return on equity (%) 3.10 2.34
Analysis Net profit rate (%) 4.20 3.39
Earnings (loss) per share (NT 0.41 0.28
$)
----- End of picture text -----
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(4) Research and development status
-
M2M products
-
LTE and 5G products
-
Niche power supply for industrial, automotive and medical applications
-
Intelligent renewable energy monitoring system software and hardware
-
Large-scale energy storage system and optical storage system
-
Electric Chun integration system
-
Energy storage center construction
-
Web Service provides third-party data integration system
2. 2023 Business Plan
(1) Business Policy
-
Continue to promote Billion Electronic's brand, strengthen its North American advantages, deploy in Europe, cultivate Asia, and strive for business opportunities in the 5G/4G communication market.
-
Actively establish relationships with telecom operators and system integrators, and strive for more M2M orders.
-
Continue to expand the LED Driver market to meet the needs of niche power supply products.
-
Establishment and sales of Power adapter standard products.
-
Manufacturing and sales of energy storage products.
-
Continue to penetrate the solar energy market and provide professional equipment and services to EPC and power plant investors.
4
-
Continuously provide energy storage and solar energy solutions and invest in solar power plants and energy storage power stations.
-
Provide professional integrated and diversified energy solutions, including one-stop services of engineering construction, operation and maintenance.
-
(2) Important production and sales policies
-
Develop high value-added and high-margin products to enhance overall competitiveness.
-
Establish a professional agency line for renewable energy equipment, further seek sales of advanced equipment such as AI monitoring equipment and energy storage equipment, and strengthen Taiwan's local design and manufacturing capabilities.
-
Develop self-owned and distributed products to establish a brand image as an international cross-border company.
-
Assist enterprises who are willing to reduce carbon emissions and comply with ESG regulations, design and plan their zero carbon emissions paths.
-
Build a one-stop renewable energy as a service company across Asia, spanning optoelectronics, energy storage, and smart grid.
3. Future development strategy of the Company
-
Continue to operate the brand, develop high value-added products, and develop new markets for 5G communications.
-
Continuously consolidating the advantages of solar photovoltaic projects plants, inverters, smart energy storage systems and maintenance, agency resource bidding, and asset management services.
-
Continue to strengthen EMS energy management (E-dReg/optical storage integration/demand, peak shaking and valley filling, and replenishment of backup/charging piles).
-
Continuously grasp the source of development, the ability to undertake turnkey projects, and the ability of front-end product technology and engineering management, and the competitive value of maintenance and warranty personnel.
-
Provide professional integration and diversified energy solutions, ranging from optoelectronics, energy storage, and smart grid.
-
Grasp the key strategic opportunities of the "2050 Net Zero Emissions Roadmap" to develop the markets for products and services in professional fields such as power systems and energy storage, regional power grids, power supply for resale, and AI analysis.
4. Impacts of external competitive environment, regulatory environment and overall business environment
The government is vigorously promoting and mandating the installation of renewable energy equipment through laws and regulations. It is expected that the installation of green energy and energy storage equipment in Taiwan will increase significantly in the future, and the market has a strong demand for highquality products and services. Therefore, it is the best time to invest in this field. Billion Electronic will seize this opportunity to fully develop and invest in the field of green energy and energy storage.
。
Chairman Tim Chen Tribute
5
Company Overview
1. Date of establishment
Date of Incorporation: 26 March 1973
2. Company History
Founded on 26 March 1973, Billion Electric Co., Ltd. is committed to innovating products and adhering to quality policies based on sound finance and a steady and down-to-earth style. Major products include communication (routers, automotive and industrial Netcom), power and energy management (customized power supply and energy storage OEM), green energy business (energy storage and solar energy solution provision and investment in solar power plants and energy storage stations).
’ The company s major events are as follows:
| | 1973 July | The company was established with a registered capital of NT |
|---|---|---|
| $six million, and initially focused on the production and sales of | ||
| power transformers. | ||
| | 1976 July | US UL Family qualified for registration (UL No, E59748), so |
| there was no onlyone in Taiwan at that time. | ||
| | 1992 July | Established the Communications Business Division. |
| | 1994 July | Established the Hsinchu Communications R & D Laboratory. |
| | 1997 August | Officially invested in EG-Billion (hereinafter referred to as "EG- |
| Billion"),holding100% of its equity. | ||
| | 1997 August | Capital increase by retained earnings and capital surplus, and |
| make up for public issuance at the same time. | ||
| Invested in Panama BILLION HOLDINGS INC., holding 100% | ||
| of the company | ||
| Equity. | ||
| | Jan.,2000 | Officiallylisted and approved for OTC listing. |
| | September 2000 | Capital increase byretained earnings and cash capital increase. |
| | March 2002 | Launched wireless broadband firewall gateway at CeBIT in |
| Germany. | ||
| | August 2002 | Successfullytransferred from OTC to listing. |
| | Mar., 2003 | Launched Wireless ADSL Router with firewall and VPN |
| functions at CeBIT2003 in Germany. | ||
| | May, 2003 | The new plant of Dongguan Shijie Shenghengda Electronic |
| Factoryin mainland China brokeground. | ||
| | Oct. 2003 | Invested in BILLIONTEK CORP. and held 100% equity of the |
| company. | ||
| | Dec.,2003 | Launched 802.11gADSL routers withQoS and WPA functions. |
| | Jan. 2004 | Replaced the Company's LOGO and corporate identity, with |
| kinetic energy, focus and discipline as the core spirit and core | ||
| values. | ||
| | Mar. 2004 | Launched the myGuard ADSL router series with anti-virus and |
| anti-spam functions. | ||
| | Dec. 2004 | Invested in Dongguan Shijie Shenghengda Electronic Factory in |
| China through BILLIONTEK CORP.. |
6
| Dec. 2004 | Invested in the establishment of BEC Technologies Inc., |
|---|---|
| principally engaged in ADSL | |
| Sales of relatedproducts. | |
| Mar. 2005 | The Board of Directors approved the merger with Che Chuan |
| Technology Co., Ltd. The Company is the surviving company, | |
| and 3.9 shares of Che Chuan Technology were exchanged for 1 | |
| share of the Company. | |
| Aug., 2005 | Launched the BiGuard series of professional high-end network |
| securityrouters. | |
| Small enterprise users(SME)market. | |
| Feb. 2006 | Received orders of broadband video routers for IP-TV services |
| from North American telecom companies and Nordic telecom | |
| companies. | |
| Jun. 2006 | ADSL2 + modem/router won the champion award "Editor’s |
| choice" in Australia,a leadingother international brand. | |
| Jul. 2006 | Broadband communication product VoIP wireless ADSL2 + |
| firewall router won the "Computex 2006" from PC Professionell | |
| at the Computex Taipei. | |
| "Award". | |
| August 2006 | Unveiled ADSL 2 + Coax/Phoneline IPTV gateway. |
| August 2006 | The power supply used in high-end audio and wireless |
| amplifiers has obtained orders from major US manufacturers. | |
| Dec. 2006 | The wireless router product won the "Wireless Router Award" |
| award in Australia. | |
| Superior Brand Awards. | |
| Dec. 2006 | The industry's first integrated SSL VPN, router, and firewall in |
| one. BiGuard S10 SSL VPN gateway began to ship. | |
Best Recommendation Award”from Trusted Reviews |
|
| website. | |
| May 2007 | In 2007, the Company launched its own brand BILLION network |
| communication product broadband router in Australia. | |
| CeBIT was awarded the mostpopular broadband router brand. | |
| Jun. 2007 | The shareholders' meeting approved the investment through an |
| overseas company BILLION MARK TECHNOLOGY CO., | |
| LTD. to develop business in China and enhance R & D | |
| capabilities. | |
| LishengYongda Technology (Nanjing)Co.,Ltd. | |
| Jun. 2007 | New Power Supply The power supply for the iPOD base speaker |
| began to be shipped. | |
| Feb., 2008 | Launched a new design with dual WAN interfaces, VPN |
| encryption support, and 3G support. | |
| 3G/ADSL2 + router series products for wireless USB network | |
| cards. | |
| Mar., 2008 | The own brand BILLION network communication product |
| BiGuard S6000 Gigabit dual WAN SSL/IPSec VPN security | |
| gateway has been awarded by the largest government financial | |
| institution in Taiwan, and approved by the Bank of Taiwan | |
| Suppliers. |
7
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Oct., 2008 3.5G wireless router series has won praise from IT media such as Australia, the United Kingdom, and Sweden.
-
Mar., 2009 The self-owned brand BILLION broadband modem has been ranked as the "Most Popular Broadband Modem Brand" in Australia for three consecutive years. The secure gateway BiGuard S3000 SSL VPN was evaluated by PC PRO, a renowned IT professional magazine in the UK. The Company won the "Best Recommendation" product.
-
Jun., 2009 Computex Taipei showcased a series of the latest products and network solutions, including "Optical Fiber GPON/FTTx/VDSL2 Series", "Wireless Broadband 3G /HSPA router series products
”, Power line network -
transmission combined with 802.11n AP and "SSL VPN SME Network Security Solution".
-
August 2009 The newly developed 3.75G/HSUPA broadband router that supports network server functions and the industry's first wireless 802.11n power line Ethernet bridge have been successfully developed. Cross-border expansion into the home appliance market in China.
-
Oct., 2009 Own-brand routers are praised by professional media in Australia and the UK; Best selection, best procurement, and the best choice of communication products.
-
Nov. 2009 GPON fiber optic products have successfully received orders through North America strategic partners; We also work with European telecom equipment companies to conduct measurement points in Southeast Asia and other places.
-
Dec., 2009 Deployed the smart grid Smart Grid market, and its Power Division was renamed the Power and Energy Management Division.
-
Mar 2010 Hannover, Germany, exhibited a series of innovative products, including Fiber to the Home FTTx Series
”, Smart Grid” ” -
Series , and Fiber to the Home FTTx Series . DS2 Power Line Network Transmission Series
”, Multi- -
functional 3.75G/HSUPA
” ” -
Wireless routers .
-
Apr., 2010 Billion Electronic released Taiwan's first broadband power line communication (BPL) AMI smart grid series solution.
-
September 2010 Billion Electronic's own brand network communication products in the UK and Australia were again rewarded with the 3.75 G wireless broadband router and high-speed wireless ADSL2 router Buy
”and Editor’s Recommendation”awards. -
Oct., 2010 Canada
’s second-tier subsidiary BEC Smart Energy Solutions Inc. primarily focuses on smart grid and energy management services in North America, Central and South America.
8
- Billion Electronic participated in the International 3-in-1 Green Energy Exhibition
”held by Taipei World Trade Center for the first time-Taiwan International Solar Photovoltaic Forum and Exhibition, Taiwan International Green Industry Exhibition (TIGIS) and Asia Pacific Electric Power Industry Exhibition (CEPSI), and has developed a complete series of smart grids and smart grids for power and decentralized energy companies, electric vehicle charging station operators, government agencies, etc.
Streetlight solutions.
-
Dec., 2010 Billion Electronic successfully installed and set up 38 street lamps in the Dongguan factory with a site area of 63,000 square meters in mainland China as a testing site for smart street lamp management services, and combined with LCMS (smart street lamp management system) and So-Max (wireless microwave self-organization network) technology to achieve full automatic inspection of each LED street lamp every 10 minutes. exhibition.
-
Feb., 2011 Billion Electronic exhibited the broadband power line access and coaxial cable Ethernet head and terminal equipment for the last mile on the Hannover CeBIT computer in Germany in 2011, providing high-speed broadband application integrated with multiple networks for power companies, telecommunications operators, and radio and television operators. Scheme.
-
Mar., 2011 Under its government's long-term energy subsidy policy, Germany has become the world's largest solar market. In order to grasp business opportunities, Billion Electronic has participated in the 2011 Hannover Messe Hannover Industry Exhibition in Germany for the first time, and has also provided a variety of energy management solutions for distributed energy companies (including solar/wind) to display and use PLC and ZigBee technologies, and has also shown the application concept of wireless microwave smart street light management system service that has been piloted and successfully implemented in China's Dongguan Park on site, which has successfully attracted visits from customers from 49 countries in related industries. inquiries.
-
Apr., 2011 The Company's own brand, BILLION, continued to be the "Most Popular Broadband Modem Brand" in Australia for five consecutive years. The wireless router products also won the 《Australian media》 Best of 2011: Best Product.
-
Dec., 2011 Billion SG2097, the powerline Ethernet bridge specially designed for family energy-saving needs, obtained a new patent in Taiwan (patent number: M418481). Billion SG2097 Ethernet bridge is equipped with smart energy-saving functions. Construction power Remote monitoring of household electrical appliances to effectively improve the efficiency of household power management.
9
-
February 2012 Billion Electronic participated in the Middle East Electricity 2012
”of Dubai International Electrical and Electronic Lighting Industry Exhibition for the first time, exhibiting communication technologies such as broadband power lines, WiFi-Mesh, ZigBee based on the concept of three major themes Smart Grid, Smart Energy, Smart Lighting.”Smart grid and energy management solutions. -
February 2012 Billion Electronic cooperated with Tricon Co., Ltd., a professional technology agent, in China to jointly expand the emerging LED lighting market in mainland China, and fully promote Billion
’s high-performance LED driver product series to the LED lighting market in mainland China. Accelerate the market application and promotion of LED lighting products. -
March 2012 Exhibited the latest Wi-Fi Dual Band, FTTX, LTE series products at the Hanover Computer Show (CeBIT 2012), demonstrating the brand spirit of innovative research and development. At the same time, smart grid infrastructure, smart home energy-saving management, smart street lamp management, coaxial cable Ethernet and broadband power line network access solutions were exhibited. Scheme.
-
May 2012 Launched the high-voltage large series LED driver series, which complies with the national standard and related technical specifications of "CNS 15233 Light Emitting Diode Road Lighting Fixtures for LED Street Lighting Project in Taiwan".
-
May 2012 Under the theme of Smart Networking, Smart Grid, Smart Energy, and Smart Lighting
”, we gave a New meter networking products and smart energy-saving solutions. -
Jul., 2012 Cooperate with Tatung Co., Ltd., a system integrator, to participate in Taipower's low-voltage smart grid The AMI system test case successfully passed the test and won the procurement bid of Taipower.
-
August 2012 Participated in the 11th China (Guangzhou) International Information Industry Week to display green energy conservation and IoT solutions, including four major product solutions, namely smart grid infrastructure, solar energy and wind energy management, smart home energy conservation management, and smart street lighting management. Solution.
-
August 2012 The wireless smart energy management gateway Billion SG6200NXL has passed the ZigBee Alliance's Smart Energy Profile (SEP) standard specification, becoming the first smart energy solution provider in Taiwan to obtain ZigBee SEP certification supplier.
-
November 2012 Collaborated with Power Tracker to become a strategic partner to provide solutions for smart energy management and home solar system management for the Australian home market Proposal.
10
| Dec., 2012 | The newly upgraded smart streetlight control management |
|---|---|
| system solution (Intelligent Streetlight Control and Management | |
| System, LCMS), aiming at | |
| Business opportunities in the global streetlight replacement | |
| market. | |
| Jan., 2013 | Launched the new G.hn power line Ethernet bridge BiPAC 2094 |
| R3, and built in the Marvell ITU-T G.hn standard transceiver | |
| chipset certified byHomeGrid Forum. | |
| March 2013 | Exhibited LTE mobile broadband router, G.hn power line |
| Ethernet bridge, broadband power line access, home | |
| Automation and smart energy, smart grid, smart lighting and | |
| other solutions. | |
| August 2013 | Triple-WAN ADSL2 + Wireless-N router BiPAC 7800NXL |
| Received three major awards from renowned Australian | |
| magazines, namely APC ’s Best Recommendation Award”, |
|
Smart Procurement Award”, andTop Award ”(Hyper |
|
| Rubber Stamp of) | |
| Approval). | |
| September 2013 | Announced the launch of a new LCMS smart lighting control |
| system targeting energy technology service companies and | |
| lighting operators | |
| system. | |
| Oct., 2013 | Billion Electronic’s wireless router products won theBest |
Brand Award”in theWireless Router ”project by PC Pro |
|
| Magazine in the United Kingdom. | |
| November 2013 | Billion Electronic has formed a partnership with BC System |
| Integrator in South Africa to launch smart management solutions | |
| to monitor and manage electricity consumption in real time in | |
| response to | |
| Users of the industry, plants and communities and the | |
| management committees'needs for power monitoring. | |
| January 2014 | Announced that HomePlug AV 500 Powerline Ethernet bridge |
| BiPAC P108 (BiPAC 2075 Dual Pack) won the "APC Best | |
| Performance Award" from Australian Magazine | |
Recommendation Award”. |
|
| March 2014 | BEC Technologies, a U.S. branch, worked with Altair, a leading |
| global LTE solution provider, to expand the wireless broadband | |
| 4G/LTE communication market in North America. | |
| June 2014 | Billion Electronic Wireless ADSL2 + Router series products |
| BiPAC 8800AXA won the Smart Procurement Award from PC | |
| PowerPlay, a professional magazine in Australia. | |
| one. | |
| September 2015 | Billion Electronic’s 4 G LTE industrial control router and |
| smart street lamp management system LCMS won the 2015 | |
| Taipei International Electronics Show Science and Technology | |
| Innovation Award. |
11
-
October 2015 Billion Electronic participated in the "Tomorrow Power Station" of the Green Trade Project Office of the Ministry of Economic Affairs to build a bicycle rental station for a sustainable green independent power generation system. It is expected to cooperate with Bike & Roll bicycle rental company in the United States from 2016, and conduct a pilot operation in New Jersey State Freedom Park.
-
The pilot project fully demonstrates the strength of the smart energy management system.
-
January 2016 Billion Electronic, a Taiwanese supplier of global M2M and 4 G LTE wireless broadband CPE, has cooperated with a major telecom operator in Southeast Asia and reached an agreement to start building the company's outdoor 4 G LTE CPE to a remote geographical area without prior network coverage. This outdoor 4 G LTE CPE project will be completed in 2016. The first quarter of 2016 began and continued until the end of 2016.
-
June 2016 Billion Electronic, a leading smart city and IoT solution provider in the Asia Pacific Rim region, cooperates with Intraix and Singapore technology start-up companies to develop smart home management applications and helps NEA (National Environment Agency) accelerate the use of smart energy management systems under national policies Remove CO2 emissions from household electrical appliances.
-
November 2016 Billion Electronic, M2M and leading providers of enterprise network communication solutions announce that the new series of M2M routers include M100,BiPAC 7820 NZ, BiPAC 8920NZ, which support dual WAN strong fault switching/failure recovery and VPN encryption functions to maintain the stability and security of data transmission, and can be applied to Kiosk, s. Pos, retail stores, ATM, etc.
-
December 2016 Billion Electronic cooperated with two well-known LED lamp manufacturers in Taiwan in Nangang, Taipei City.
-
The Company replaced more than 100 LED lights in Nangang District and township offices in Fuli Township, Hualien County, and introduced Billion Electronic's smart indoor lighting control management system-Inlight. Successful integration of sensors, Billion Electronic's communication equipment, data analysis and cloud management, Billion Electronic's IoT indoor lighting control solution effectively reduces power consumption and carbon dioxide emissions. Combined with automation, Billion Electronic has improved the comfort of the overall office environment and helped rural areas Municipal offices reduced energy waste by 20%.
-
December 2016 With the support of the Technology Department of the Ministry of Economic Affairs, Billion Electronic held the "Seminar on Promoting the Internet of Things Ecosystem and Creating Diversified Business Opportunities" on December 6. Billion Electronic played the role of a global network equipment supplier, focusing on the development trend of Internet of Things for smart energy management and street lighting control systems, equipment fast Internet value-added vertical industry services, and the Internet of Things technology were introduced into residential buildings, factories, buildings, chain stores, solar energy, street lights, cities, etc., and deeply explored from
12
various aspects such as industry, technology, marketing, and application. anatomy.
- January 2017 Billion Electronic's smart street lighting management solution, Billion LCMS, won the 25th Taiwan Excellence Award 2017 organized by the Bureau of Foreign Trade, Ministry of Economic Affairs. Billion Electronic LCMS integrates three broadband communication technologies such as broadband power line transmission/broadband wireless/mobile broadband and the Billion back-end cloud management system, and combines with a variety of smart city applications such as temperature and humidity sensors, public signs, security monitoring, etc.
Smart lighting control management.
-
October 2017 Billion Electronic
’s LCMS-smart cloud broadband street light energy-saving control solution won the "Enterprise Excellence and Innovation Award" in the 2017 Innovation and Smart Application Competition hosted by the Industrial Technology Research Institute, and the LCMS engineering manager received the award at the opening ceremony of the Taipei International Electronics Show. In addition, LCMS was also exhibited at the Taitronic at the Computex Taipei. -
Professionals such as integrators and government units come to the market.
-
March, 2018 Billion Electronic partnered with a Canadian wireless and networking solution provider to launch ADSL/VDSL router series-BiPAC 8700 NEXL R3 and 8700 VNXL. BiPAC series 8700 passed Bell Telecom Canada We successfully obtained certification for our VDSL modem testing.
-
October 2018 Billion Electronic
’s BiPAC 8200 AXL-1200 successfully integrates the high-speed modules (CAT11 and CAT12) of multiple global IoT&M2M wireless solution providers, and the download rate can reach 600 Mpbs. It can also integrate specific transmitters through the USB interface and use the unlicensed spectrum 5GHz to have 4G LTE-like performance. -
November 2018 Completed the sale of 70% stake in Dongguan Shijie Shenghengda Electronic Factory, a subsidiary of the Company.
-
March, 2019 Billion Electronic introduces high availability LTE broadband connectivity and dual WAN failover
Real-time location tracking of industrial control/vehicle routerM120N.
Jun. 2019 Billion Electronic introduces professional users to create firmware that can develop, add or modify equipment, support
13
open source (OpenWrt) router-BiPAC 8200AX/8200AXL.
- November 2019 Billion Watts Technologies, a subsidiary of Billion Electronic, released the latest ESSThis energy storage system can be used as an auxiliary service to maintain the power grid
The power supply was stable, and the first energy storage system was installed and delivered.
-
December 2019 The R & D team of Billion Electronic combines the demand of mobile communication and Wi-Fi application
-
The M600-PT vehicle-mounted and public safety router is developed and designed. The Ethernet interface of the device uses the M12 connector to ensure a firm and stable connection. It is planned that the product will pass the vehicle E-Mark certification and the ITxPT professional certification.
-
March, 2020 Billion Electronic successfully executed in the low temperature40
°C solar farm with its BiPAC 4700 Outdoor LTE and Billion M2M series routers. This solution helps a major Japanese system integrator to pass the first-mover advantage in a harsh rural environment Introduction of LTE technology to enable remote control on-site equipment. -
May 2020 Billion Electronic established a factory in Yilan to provide onestop service from battery module welding to production testing in response to the demand in the energy storage market.
-
May 2020 Billion Electronic introduces the three-card single-standby with flexible multi-SIM or multi-WAN failover options for uninterrupted internet services between mobile operators. VPN routers BiPAC 121P.
-
September 2020 Billion Electronic exhibited the energy storage cabinet assembled with laser welding in the "Taiwan International Smart Energy Week Energy Taiwan", using high-efficiency energy storage battery cells for high-density and high-precision packaging, providing customized system integration solution services, including: Battery Module (Pack), Energy Storage Inverter (PCS), Battery Management System (BMS), and Energy Management System (EMS). Industrial fields, large power users, power transmission and distribution stations or power plants.
-
September 2020 Billion Electronic launched the first onGoTM certified LTE CPE-CBSD (Public Broadband Wireless Access Device) ODU6900 R21G in North America.
-
October 2020 Billion Electronic started to establish the first energy storage system at the Yilan Plant to participate in the Taipower auxiliary service.
-
October 2020 Billion Electronic launched the integration of EWAN, LTE and VDSL and ADSL2 with synchronous dual-band wireless access transmission, with a SIM card slot to connect with LTE mobile network exclusive
-
A cutting-edge router designed for SOHO and general household
14
BiPAC 8206AZ.
-
October 2020 Billion Electronic launched the integration of EWAN, LTE and VDSL and ADSL2 with synchronous dual-band wireless access transmission, with a SIM card slot to connect with LTE mobile network exclusive
-
A cutting-edge router designed for SOHO and general household BiPAC 8206AZ.
-
February 2021 Launched the 5 G Sub-6GHz indoor router 5500A, which adopts the latest 5G modules and supports Gigabit Ethernet interface and Wi-Fi 5 wireless local network. 5 G Sub-6GHz outdoor router 5700 can support both LTE and 5G wireless communication technologies (EN-DC) at the same time to provide higher-speed fixed wireless broadband (FWB) access Demand for speed.
-
Jun. 2021 Billion Watts Technologies, a subsidiary of Billion Electronic, officially launched the SG6400NZL PV Gateway monitoring equipment for the photovoltaic power generation system gateway in response to the government
’s renewable energy development and the need for on-site monitoring for the installation of renewable energy power generation systems with a capacity of more than 1MW, and announced that it has become the monitoring equipment for renewable energy through Taipower’s Distribution Renewable Energy Management” -
System (DREAMS) .
The Company is a qualified manufacturer.
-
Jun. 2021 Billion Electronic has launched a more complete product series to meet the needs of various CBRS s, including the MX-241NP, an indoor LTE-A Cat. 4 router with excellent product functions, and the Cat. 15/Cat. 18 CBR of the high-speed outdoor LTE-A Pro Regulatory 7000 R28/R26.
-
November 2021 Billion Electronic Billion M120N wireless broadband dual-card single-standby router.
-
The IoT information security testing standards formulated by the Taiwan Information and Communication Industry Standards Association (TAICS) have obtained the IoT information security label and won the TAICS "2021 IoT Information Security Excellence Award", becoming the network communication equipment that will be given priority to purchase by domestic public and private sectors.
-
December 2021 Billion Electronic Yilan Suao MW grid-level smart energy storage system officially passed the Taipower AFC frequency regulation auxiliary service communication and execution ability test. A total of 12 employees of the Group passed the first phase of Taipower's electricity trading platform professional qualification test and on-board training, becoming a qualified private trader of Taipower's "Day-Ahead Auxiliary Service Market" to assist customers.
-
Participate in power trading platforms.
15
-
January 2022
-
The Lungteh Energy Storage site passed the Taipower AFC dynamic frequency regulation and backup support service communication and execution ability test.
-
Apr. 2022
-
Apr. 2022 Billion Electronic Yilan Toucheng 2.3MW, Long De 2.3MW, and Lize 2.5MW energy storage field passed the on-site IEC/CNS 62933-5-2 field verification technical specification.
-
May 2022 Officially shipped 350W mine electromechanical sources.
-
August, 2022
-
Toucheng Energy Storage Project passed the Taipower's AFC dynamic frequency regulation backup assistance service communication and execution ability test.
-
September 2022 Launched the BEC MX-200 PL9 high-level industrial router, an industrial-grade router with high performance and fast connectivity designed to provide reliable and secure connections between various M2M/IoT and devices in industrial communication applications, designed for limited installation space. With two Ethernet interfaces, it has configurable LAN/WAN options and a RS-232 serial interface. It can be connected to serial devices, active GPS and enterprise-level functions through IP, such as advanced security mechanism, service quality (QoS), SPI firewall, integrated VPN, automatic failover, which can achieve borderless normal operation time and network redundancy. It is managed by BEC cloud-based equipment management platform BECentral
®to expand Promote visibility and maximize deployment efficiency. -
October 2022 Launched North America's first BEC AirConnect
®8231 outdoor 5G router certified by FCC Part 96 CBRS and OnGo®, which can be applied to various fixed wireless access (FWA) markets, and provide users with a broadband experience that surpasses competitors to provide extremely high data speed, lower latency, and higher reliability. -
Extensive coverage and larger network capacity.
-
November 2022 Launched M600-M12-FA 5G, a 5 G NR router with M12 and FAKRA joints for the European vehicle-mounted market, with M12 strong anti-vibration design, which can stably connect to the vehicle equipment, and the FAKRA connector design of 5G/Wi-Fi/GPS. The field personnel can correctly install in any environment, combined with 5G high bandwidth, low latency characteristics, and high-speed transmission of vehicle information. Smart Ignition Sensing power detection The test function ensures the battery operation of the vehicle.
-
December 2022 Signed an exclusive distribution cooperation agreement for energy storage solutions in Taiwan with Shift Clean Energy (Shift), a Canadian energy solution provider.
16
17
Corporate Governance Report
1. Organization
(1) Organizational Structure-1. Organizational Chart
==> picture [662 x 294] intentionally omitted <==
18
2. Business of major departments
==> picture [421 x 565] intentionally omitted <==
----- Start of picture text -----
Department Main Important Position Functions
door
President Office [Execute coordinated project plans and assist each business division ]
or department to establish or improve operational plans.
Planning.
Evaluate and track the soundness and reasonableness of the
Audit Audit
Office Company's internal control systems and various management
systems
and effectiveness.
Establishment and
implementation of
Pipes management system.
Shareholder relations
Manager
and stock affairs.
Department
Planning and management of human resources,
labor relations, education and training. Employee
performance appraisal.
General affairs administration and fixed asset management.
Planning and integration of information system.
IT Center
Network communication connection and management.
Fund scheduling.
Financial
Investment and financial planning.
Meeting
Accounting, finance and other matters.
Department
Responsible for planning and executing the R & D,
Power & Energy
manufacturing and sales of power and energy storage
Managemen
products. Responsible for planning and implementing the
t Division
production and quality policy of power and energy storage
products.
Responsible for the procurement policy and warehouse
management of raw materials for power and energy storage
products.
Responsible for planning and executing the R & D,
manufacturing and sales of communication products.
Communications
Responsible for planning and executing the
Business Division production and quality policy of communication
products.
Purchasing policy and warehousing management of raw materials
for communication products.
Responsible for planning and expanding global sales policies.
----- End of picture text -----
19
2. Information of Directors, General Manager, Deputy General Manager and Major Managers
(1) Information on Directors
1. Information on Directors
| 1.Info | rmati | on on Directors | 9 April 2023 | |||||||||||||||||
| Job title Nati onali ty or |
N a |
Gen der Age Date Elect T er Date First Elected |
Shares Held When Cash In Shares Held Shares Currently Held by Spouse and Minor Shares held in the name of others |
Major Education |
Executives, Directors | Remark (Note5) |
||||||||||||||
| Concurrent positions in the |
or Supervisors Who are Spouses or within Two Degrees of |
|||||||||||||||||||
| (Note1 ) plac e of regis |
m e |
(Not e 2) ed m (Note 3) |
Elected Children Shares Shar ehol ding Rati o Shares Shar ehol ding Rati o Shares Shar ehol ding Rati o Share s |
Shar | (Experience) (Note 4) |
Company and other companies |
Kinship Director or Supervisor Job title Name Relati on |
|||||||||||||
tratio n |
ehol | |||||||||||||||||||
| ding | title | on | ||||||||||||||||||
Rati |
||||||||||||||||||||
| o | ||||||||||||||||||||
| Chairm an R.O. C. |
Tim Chen |
Male Aged 60 110.08.20 3 Year 86.11.05 |
17,021,971 17.22% 17,559,971 15.27% 1,674,917 1.46% - |
- | Master of Information Engineering, University of Mississippi IBM Taiwan Software Engineer |
(Note 6) |
Mana ger |
Li-Li Chang |
Coupl e |
|||||||||||
| Dir ect or Dir ect or R.O. C. |
Hong- Jheng Chen |
Male Aged 60 110.08.20 3 Year 110.08.20 |
1,059 0.00% 52,059 0.04% - - - |
- | Master of Computer Engineering, National Chiao Tung University Senior Manager |
Preside nt |
- | - | - | |||||||||||
| Dir ect or Dir ect or ROC Ming Guo |
Shih- Che Chien |
Male 71 years old |
110.08.20 3 Year 86.11.05 |
1,028,350 1.04% 1,065,350 0.93% 6,144 0.00% - |
- | Senior Engineer, Chung-Hua University of Technology |
Special Assista nt |
- | - | - | ||||||||||
| Dir ect or Dir ect or R.O. C. |
Kun- Chin Tsai |
Male Aged 70 |
110.08.20 3 Year 110.08.20 |
224,000 0.22% 295,000 0.26% - |
- | - | - | Chiang-Shu High School Maxtone Electronics (Dongguan) Co., Ltd. Chairman |
Nil. | - | - | - | ||||||||
| In de pe nd en t Di re ct or E xe cu ti ve |
R.O. C. |
Yung- Yen Chen |
Male 50 years old |
110.08.20 3 Year 101.06.27 |
0 - |
0 - |
- | - | - | - | Ph.D. in Finance, Northva Southeast University, USA International Trade, Chinese Culture University Assistant Professor |
Nil. |
- | - | - | |||||
| In de pe nd en t Di re ct or E xe cu ti ve |
R.O. C. |
Chun- Yao Li |
Male 50 years old |
110.08.20 |
3 Year |
101.06.27 | 0 | - | 0 | - | - | - | - | - | Ph.D., Institute of Electrical Engineering, National Taiwan University of Science and Technology Department of Electrical Engineering, Chung Yuan Christian University Associate Professor |
Nil. | - | - | - |
20
| In de pe nd en t Di re ct or E xe cu ti ve |
R.O. C. |
Lin Chang Hua |
Male Aged 59 |
110.08.20 3 Year 110.08.20 |
110.08.20 3 Year 110.08.20 |
110.08.20 3 Year 110.08.20 |
0 - |
0 - |
0 - |
0 - |
- | - | - | - | Ph.D., Institute of Electronic Engineering, National Taiwan University of Science and Technology National Taiwan University of Science and Technology Professor of Department |
Nil. | - | - | - | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| In de pe nd en t Di re ct or E xe cu ti ve |
R.O. C. |
Kuo- Hui Ning |
Male 71 years old |
110.08.20 |
3 Year |
110.08.20 | 0 | - | 0 | - | - | - | - | - | Master of Finance and Taxation, National Chengchi University Ministry of Finance Committee Secretary General |
(Note 7) |
- | - | - |
Note 1: For institutional shareholders, their names and representatives shall be stated (for representatives, the names of institutional shareholders they represent shall be indicated respectively) and filled in Table 1. Note 2: Please list the actual age and express it in a range, such as 41-50 years old or 50-60 years old.
Note 3: Please indicate the date the person first served as a director or supervisor of the Company. If there is any interruption, please indicate.
Note 4: Work experiences of anyone in the table above that are related to their current roles, such as previous employment at CPA firms or employment in affiliated companies, shall be disclosed along with job titles and responsibilities.
Note 5: Where the chairperson of the board of directors and the general manager or person of an equivalent post (the highest level manager) of a company are the same person, spouses, or relatives within the first degree of kinship, an explanation shall be given of the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto (for example, increase the number of independent directors, and there shall be more than half of the directors who do not concurrently serve as employees or managers).
Note 6: Currently concurrently serving as the chairman and general manager of Billion Watts Technologies Co., Ltd., the chairman of Billion Sunpower Co., Ltd., the chairman of Billion Energy Storage Technology Co., Ltd., the chairman of Billion Energy Storage Technology Co., Ltd., the chairman of Foremost Energy Storage Technology Co., Ltd., the chairman of Taichuang Energy Co., Ltd., the chairman of Billion Industrial Co., Ltd., and the chairman of Billion Energy Co., Ltd.
Note 7: Currently, he is also an independent director of Long Bon International Co., Ltd., an independent director of Songgang Digital Cultural and Creative Co., Ltd., and an independent director of Sanyo Industrial Co., Ltd.
21
-
Major shareholders of corporate shareholders: None.
-
M a j or S ha r e h ol de r s o f I ns t i t ut i o na l S ha r e ho l de r s : N o ne .
-
Disclosure of professional qualifications and independence of directors:
==> picture [481 x 617] intentionally omitted <==
----- Start of picture text -----
Number
of Other
Name Professional qualifications and Independenc Public
Compani
experience (Note 1)
es in
Which
the
Individu
al is
Concurre
ntly
Serving
as an
Independ
ent
Director
Numbers
Master of Information Engineering, University
of Mississippi
IBM Program designer.
Currently serves as the chairman of Billion Electric
Tim Co., Ltd., the chairman and general manager of Not 0
Chen Billion Watts Technologies Co., Ltd., and the applica
chairman of multiple companies including Jing-Hao ble.
Energy Co., Ltd.
With more than five years of work experience in
business, finance and corporate business, and
professional experience and ability in professional
management leadership, marketing, operation
management and strategic planning
Leading in the industry and moving towards
sustainable management.
Graduated from the Graduate Institute of Computer
Engineering, National Chiao Tung University, and
served as the Senior Manager of Lianqi Technology.
Hong- Current General Manager of Billion Electric Co., Ltd. Not 0
Jheng With more than five years of work experience applica
Chen required by the company's business, professional ble.
management, operational judgment, leadership and
decision-making, and
Professional experience and capabilities in
information technology R & D.
Graduated from the Department of Electrical
Shih- Engineering, Chung Hua University of Technology, Not 0
Che and used to be the engineer of Tatung Company. At applica
Chien least five years of risk management, information ble.
technology, and business marketing
Professional experience and capabilities.
Graduated from the Chiang Shu High School, and is
currently the chairman of the board of directors of
Kun- Transton Electronics (Dongguan) Co., Ltd. With Not 0
Chin more than five years of work experience in business, applica
Tsai corporate business, and extensive professional ble.
knowledge in the electronics industry and
international markets.
Experience in knowledge and practice.
----- End of picture text -----
22
==> picture [480 x 437] intentionally omitted <==
----- Start of picture text -----
Graduated from the PhD in Finance of the Southeast 1. The person, spouse, or relative within
University in Northva, USA, and is currently an the second degree of kinship is not a
Yung- assistant professor in the Department of director, supervisor, or employee of the 0
Yen International Trade of Chinese Culture University. Company or any of its affiliates.
Chen A professional (assistant) professor at a public or 2. Not a natural-person, spouse, or
private college or university with five or more years relative within the second degree of
of experience in the field of corporate business kinship (or held by the person under
Specialized in finance, risk management and other others ’ names) hold shares in the
professional affairs. Company.
Ph.D., Institute of Electrical Engineering, National 3. Not serving as a director, supervisor
Taiwan University of Science and Technology, or employee of a company that has a
Chun- currently an associate professor in the Department of specific relationship with the Company 0
Yao Li Electrical Engineering, Chung Yuan Christian (refer to the provisions of Article 3,
University. Has more than five years of professional Paragraph 1, Subparagraphs 5 to 8 of
experience as a professor in a public or private the Regulations Governing
junior college, college or university Appointment of Independent Directors
Specialized in electrical engineering and and Compliance Matters for Public
information technology. Companies).
Not a professional who provides
Graduated from the Department of Electronic
commercial, legal, financial,
Engineering, National Taiwan University of Science
accounting, or related services to the
Lin and Technology, and is currently a full-timeprofessor of the Department of Electrical Company or any affiliate of the 0
Chang Company in the past 2 years.
Hua Engineering, National Taiwan University of Science
and Technology. Qualified as a professor in a public
or private junior college, specializing in electrical
engineering, information technology, etc.
domain.
Graduated from the Department of Finance and
Taxation of National Chengchi University with a
master's degree, served as the secretary general of
Kuo- the Securities and Futures Management Committee 3
Hui of the Ministry of Finance, and is currently an
Ning independent director of many companies such as
Billion Electric Co., Ltd. and Long Bon International
Co., Ltd. With more than five years of work
experience in finance, accounting or corporate
business.
Extensive practical experience.
Note 1: None of the directors of the Company is under any of the categories stated in Article 30 of the Company Act.
----- End of picture text -----
23
5. Diversity and Independence of the Board of Directors:
(1) Board diversity:
The current Board of Directors of the Company consists of 8 directors, including 4 nonexecutive directors and 4 independent directors, of which 5 directors are between 50 and 60 years old, and 3 directors are between 61 and 71 years old; In addition, for the current position, three directors are university professors or above, one director is an independent director of other listed companies, and one director is the chairman of the industry company. The members of the board of directors of the company have work experience and expertise in operation management, industry knowledge, finance and strategic management, which are diversified.
The implementation of the board diversity policy of is as follows:
==> picture [444 x 402] intentionally omitted <==
----- Start of picture text -----
Diversified Term of Acc In
core N G C A Independe Oper ounti Abili Crisi In te L D
ati en on ge nt ation ng ty to s du rn ea ec
on de cu Directors al and cond Han str ati de isi
ali r rr 3 3 judg finan uct dling y on rs on
Name ty en L M ment cial man Proc K al hi -
t es or anal age edur no m p m
e s e ysis ment es wl ar ak
m T T admi ed ke in
pl ha ha nistr ge t g
oy n n ation pe ab
ee 1 5 rs ili
Y Y pe ty
ea ea cti
r rs ve
Tim Mal V. Aged V. V. V. V. V. V. V. V.
Di Chen e 60
re Hong- Mal V. Aged V. V. V. V. V. V. V. V.
ct Jheng R. e 60
or Chen O.
Shih- C. Mal V. 71 V. V. V. V. V. V. V.
Che e years
Chien old
Kun- Mal Aged V. V. V. V. V. V. V. V.
Chin e 70
Tsai
Yung- Mal 50 V. V. V. V. V. V. V. V. V.
In Yen e years
de Chen old
pe Chun- Mal 50 V. V. V. V. V. V. V. V.
nd Yao Li e years
en old
t Lin Mal Aged V. V. V. V. V. V. V. V.
Di Chang e 59
re Hua
ct Kuo- Mal 71 V. V. V. V. V. V. V. V. V.
or Hui e years
s Ning old
----- End of picture text -----
(2) Independence of the Board of Directors:
The board of directors of the company emphasizes the function of independent operation and transparency, guides the company's strategy, and exercises its powers in accordance with laws and regulations. As required by the articles of association of Billion Electronic, the nomination system is adopted for director candidates. All director candidates must be nominated and reviewed, approved by the board of directors, and sent to the general meeting for election. Among the current structure of the board of directors, independent directors account for 50%, and non-independent directors account for 50%. Among them, three directors are employees/managers and comply with the provisions of paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act. There is no spouse or second-degree of internal relationship between directors.
24
( 2 ) In f o rm a t i o n o n t h e P re si d en t , V i c e P resi d e n t s, A ss i s t a n t V i c e P re s i d en t s, a n d t h e S u p e rv i so r s o f A ll th e C o mp a n y 's D i v is i o n s a n d B r a n c h U n i ts
9 April 2023
| Jo | Gende Date |
Gende Date |
Shares held Shares held by spouse and minor children |
Shares held Shares held by spouse and minor children |
Shares held Shares held by spouse and minor children |
Shares held Shares held by spouse and minor children |
Shares held | Shares held | Managers who are | Managers who are | Managers who are | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| in the name f th |
Experience | Concurre | Spouses or Within To Derees of |
||||||||||||
| b | Nation Name |
nt | |||||||||||||
| tit |
ality | r of appo |
o oers | (Education) | positions |
w g Kinship |
|||||||||
| le | intm ent |
Shares Share holdin g Ratio Shares |
Shareh | Sh |
Share |
(Note 2) |
in other |
Job | Nam | Relat | |||||
| (Note | companie | ||||||||||||||
| olding | are |
holdi |
|||||||||||||
1) |
s |
s | title | e | ion | ||||||||||
| Ratio | ng | ||||||||||||||
| Ratio | |||||||||||||||
| Pr es id en t |
R.O. C. |
Hong- Jheng Chen |
Male 108.04.01 |
52,059 0.04% - |
- | - | - | Department of Computer Engineering, National Chiao Tung University Research Institute |
Nil. | - | - | - | |||
| Institute of Electrical Engineering, ITRI Senior Manager |
|||||||||||||||
| Di re ct or |
R.O. C. |
Bill Chiu |
Male 94.07.22 |
20,512 0.02% - |
- | - | - | Taipei Institute of Technology Senior Engineer of Meige Technology |
S he ngw e i E ne r gy S t or a ge D i r ect o r of K i ne r g y Corp. - |
- | - | ||||
| C hi ef Fi na nc ial O ffi ce r |
R.O. C. |
Shu- Mei Chang |
Female | 111.03.01 | 40,000 | 0.03% | - | - | - | - | Department of Law, National Chengchi University Chief Financial Officer of Tatung Company |
Shengri Energy Storage, Directors of four companies, namely Shand Energy Storage, Jinhai Energy and Shengyi Energy |
a - |
- | - |
25
| Acc ounti ng Offi cer |
R.O. C. |
Lisa Su | Female | 106.11.13 | 0 | - | - | - | - | - | Master, National Chung Hsing University Deputy Manager, Deloitte Taiwan |
Nil. | - | - | - | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Note 1: All positions equivalent to President, Vice President, or Assistant Vice President shall be disclosed regardless of job titles. Note 2: Work experiences of anyone in the table above that are related to their current roles, such as previous employment at CPA firms or employment in affiliated companies, shall be disclosed along with job titles and responsibilities.
26
(3) Remuneration paid to directors (including independent directors), president and vice presidents in the most recent year
1. Remuneration to Directors (including Independent Directors)
2022 Unit: NT $thousands; Percentage%
==> picture [770 x 438] intentionally omitted <==
----- Start of picture text -----
Remunera A、B、C and D Relevant Remuneration A、B、C、D、 Com
Directors tion of as a percentage of net profit after tax Who are Also EmReceived by Directors ployees E、Ratio (Note 10)F and G pens ation Paid
Remuneratio Remuneratio Allowances (D) Salary, Bonuses, Employee to
Pension (B) n to (Note 4) (Note10) and Allowances Pension (F) Compensatio Dire
n (A)
Job Name Directors (E) (Note 5) n (G) (Note ctors
title (Note2) (C) (Note 6) from
3) an
Com Com Com Com Com Com Com The Company All Consolidated Com Inve sted
pani pani pani pani pani pani pani Entities pani
T es in T es in T es in T es in T es in T es in T es in (Note 7) T es in Com
he the he the he the he the he the he the he the he the pany
C cons C cons C cons C cons C cons C cons C cons C cons Othe
o olida o olida o olida o olida o olida o olida o olida Amo Stoc Amo Stoc o olida r
m ted m ted m ted m ted m ted m ted m ted unt k unt k m ted than
pa finan pa finan pa finan pa finan pa finan pa finan pa finan paid Amo paid Amo pa finan the
ny cial ny cial ny cial ny cial ny cial ny cial ny cial in unt in unt ny cial Com
state ment state ment state ment state ment state ment state ment state ment cash cash state ment pany ’ s
s s s s s s s s Subs
(Note7) (Note7) (Note7) (Note7) (Note7) (Note7) (Note7) (Note7) idiar
y
(Not
e)
11)
Di C
re he 120 120 0 0 45 113 0 0 0.41 0.58 2,242 2,242 0 0 47 0 47 0 6.15 6.32 0
ct n
or Z
Chairm ho
an ng
Grand
Palace
H
Di
re un 120 120 0 0 45 45 0 0 0.41 0.41 2,471 2,471 0 0 47 0 47 0 6.72 6.72 0
g
ct C
or he
n
Admini
strative
W
Di
re ill ia 120 120 0 0 45 45 0 0 0.41 0.41 716 716 0 0 19 0 19 0 2.21 2.21 0
ct
m
or C
hi
en
Zhe
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27
==> picture [770 x 321] intentionally omitted <==
----- Start of picture text -----
K
Di
re un Ts 120 120 0 0 45 45 30 30 0.49 0.49 0 0 0 0 0 0 0 0 0.49 0.49 0
ct ai
or Purchas
e
C
Inde
pend he n 240 240 0 0 45 45 100 100 0.96 0.96 0 0 0 0 0 0 0 0 0.96 0.96 0
ent
Y
Dire
on
ctors
g
a.
Li
Inde
pend Ju n 240 240 0 0 45 45 95 95 0.95 0.95 0 0 0 0 0 0 0 0 0.95 0.95 0
ent
YAO
Dire
ctors YAO
C
Inde
pend ha 240 240 0 0 45 45 100 100 0.96 0.96 0 0 0 0 0 0 0 0 0.96 0.96 0
ng
ent Dire -
Li
ctors
n
China
K
Inde
pend ent Ni uo - 240 240 0 0 45 45 95 95 0.95 0.95 0 0 0 0 0 0 0 0 0.95 0.95 0
Dire
ng
ctors
Ni
ng
Fine
Except as disclosed in the above table, the remuneration received by the directors of the Company for providing services (such as serving as a consultant that is not an employee) to all companies in the financial report in the most recent
year:
----- End of picture text -----*
28
Range of Remunerati
on
==> picture [691 x 271] intentionally omitted <==
----- Start of picture text -----
Name
Range of Remuneration Paid to Total of (A + B + C + D) Total of (A + B + C + D + E + F + G)
Directors The Company (Note 8) Companies in the consolidated The Company (Note 8) Companies in the consolidated
financial statements (Note 9) H financial statements (Note 9) I
Tim Chen, Hong-Jheng Chen, Tim Chen, Hong-Jheng Chen,
Shih-Che Chien, Kun-Chin Shih-Che Chien, Kun-Chin
Less than NT $1,000,000 Shih-Che Chien, Kun-Chin Shih-Che Chien, Kun-Chin
Tsai, Yung-Yen Chen, Tsai, Yung-Yen Chen,
Tsai, Yung-Yen Chen, Chun- Tsai, Yung-Yen Chen, Chun-
Yao Li Yao Li Chun-Yao Li, Lin Chang Chun-Yao Li, Lin Chang
Lin Chang Hua, Kuo-Hui Ning Lin Chang Hua, Kuo-Hui Ning Hua, Kuo-Hui Ning Hua, Kuo-Hui Ning
- - - -
NT $1,000,000 (inclusive) ~ NT $2,000,000
(exclusive)
- -
NT $2,000,000 (inclusive) ~ NT $3,500,000 Tim Chen, Hung-Cheng Chen Tim Chen, Hung-Cheng Chen
(exclusive)
- - - -
NT $3,500,000 (inclusive) ~ NT $5,000,000
(exclusive)
- - - -
NT $5,000,000 (inclusive) ~ NT $10,000,000
(exclusive)
- - - -
NT $10,000,000 (inclusive) ~ NT $15,000,000
(exclusive)
- - - -
NT $15,000,000 (inclusive) ~ NT $30,000,000
(exclusive)
NT $30,000,000 (inclusive) ~ NT $50,000,000 - - - -
(exclusive)
- - - -
NT $50,000,000 (inclusive) ~ NT $100,000,000
(exclusive)
Over NT $100,000,000 - - - -
Grand total 8 people 8 people 8 people 8 people
----- End of picture text -----
-
Note 1: The names of directors shall be listed separately (for institutional shareholders, the names of institutional shareholders and their representatives shall be listed separately) and the amount of remuneration paid to them shall be disclosed collectively. Note 2: Refers to the remuneration of directors in the most recent year (including directors' salary, job bonus, severance payment, various bonuses, incentives, etc.).
-
Note 3: The amount of directors' remuneration approved by the board of directors in the most recent year is included.
-
Note 4: Business expenses paid out to directors in the most recent year (including transport, special expenses, various allowances, accommodation, vehicles, and provision of physical goods and services). If housing, vehicle or other means of transportation, or personal expenses are provided, the nature and cost of the asset provided, the rental calculated based on the actual cost or the fair market value, fuel, and other payments shall be disclosed. If a driver is provided, disclose compensation paid to the driver in a note; however, do not calculate such as part of executive compensation.
-
Note 5: Salary, job-related allowances, separation pay, various bonuses, incentives, transportation allowance, special allowance, various allowances, accommodation allowance and driver allowance received by Directors who concurrently serve as employees (including General Manager, Deputy General Manager, other managerial officers and employees) in the most recent fiscal year. If housing, vehicle or other means of transportation, or personal expenses are provided, the nature and cost of the asset provided, the rental calculated based on the actual cost or the fair market value, fuel, and other payments shall be disclosed. If a driver is provided, disclose compensation paid to the driver in a note; however, do not calculate such as part of executive compensation. In addition, the salary expenses recognized in accordance with IFRS 2 "Share-based Payment", including obtaining employee stock option certificates, restricting employee rights new shares, and participating in cash capital increase subscription shares, should also be included in the remuneration.
-
Note 6: Refers to those who have received employee remuneration (including stocks and cash) for directors concurrently serving as employees (including concurrently serving as general manager, deputy general manager, other managers and employees) in the most recent year, and the amount of employee remuneration approved by the board of directors in the most recent year shall be disclosed. If it is not possible to estimate, the proposed distribution amount for this year shall be calculated in proportion to the actual distribution amount last year, and the attached Table 1-3 shall be filled in.
-
Note 7: Total remuneration in various items paid out to this Company's directors by all
29
companies (including this Company) listed in the consolidated statement shall be disclosed.
Note 8: The name of each director shall be disclosed in the range of remuneration
corresponding to the amount of all the remuneration paid to the director by the Company.
Note 9: The total amount of all the remuneration paid to each Director of the Company by all the companies (including the Company) listed in its consolidated financial statements shall be disclosed. The name of each Director shall be disclosed in the range of remuneration corresponding to the total amount mentioned in the preceding sentence.
Note 10: Net profit after tax refers to the net profit after tax in the most recent year; If the International Financial Reporting Standards have been
adopted, the after-tax net profit refers to the after-tax net profit of the individual or individual financial report in the most recent year. Note 11: a. This column shall clearly indicate the amount of remuneration received by the directors of the Company from the reinvested business other than the subsidiaries.
b.If a director of the Company receives remuneration from the invested companies other than the subsidiaries, the remuneration received by the director of the Company from the invested companies other than the subsidiaries shall be included in column I of the remuneration range table, and the name of the column shall be changed to "all invested companies". c. The remuneration refers to the remuneration, compensation (including compensation of employees, directors and supervisors) and business execution expenses received by the directors of the Company for serving as directors, supervisors or managers in the reinvestment business other than the subsidiary.
* The remuneration disclosed in this table is based on a concept different from the concept of income stipulated in the Income Tax Act. The purpose of this table is for information disclosure, instead of taxation.
30
2022 Unit: NT $thousands; Percentage%
-
Remuneration to supervisors: Not applicable.
-
Remuneration of President and Vice President
==> picture [489 x 298] intentionally omitted <==
----- Start of picture text -----
A, B, C and D
Bonuses Total of the
Salary (A) Retirement and Employee four items as a Compe
(Note2) pension Allowances Compensation (D) percentage of nsation
Jo N (B) (C) (note4) net income Paid to
a (Note3) after tax (%) Directo
b m (note8) rs from
tit (Note1)e T Financi T Financi T Financi The All companies included in T Financi an
he Company the financial Investe
le he al he al C al statements he al
C reports C reports o reports (Note 5) C reports d
o In the o In the m In the o In the Compa
m pa report m pa report pa ny report m pa report ny
n ny ny Other
y than
the
Compa
ny ’ s
Subsidi
ary
Compa Compa Compa Amo Stoc Amo Stoc Compa (Note9)
ny ny ny unt k unt k ny
paid Amo paid Amo
(Note5) (Note5) (Note5) in unt in unt (Note5)
cash cash
President Hong- 1,773 1,773 0 0 698 698 47 0 47 0 6.31 6.31 0
Jheng
Chen
----- End of picture text -----
Range of Remuneration
==> picture [488 x 310] intentionally omitted <==
----- Start of picture text -----
Name of President and Vice President
Range of Remuneration Paid to President and Vice
Presidents
The Company (Note 6) All companies included in the
financial report E (Note 7)
Less than NT $1,000,000 - -
NT $1,000,000 (inclusive) ~ NT $2,000,000 - -
(exclusive)
NT $2,000,000 (inclusive) ~ NT $3,500,000 Hong-Jheng Chen Hong-Jheng Chen
(exclusive)
NT $3,500,000 (inclusive) ~ NT $5,000,000 - -
(exclusive)
NT $5,000,000 (inclusive) ~ NT $10,000,000 - -
(exclusive)
NT $10,000,000 (inclusive) ~ NT $15,000,000 - -
(exclusive)
NT $15,000,000 (inclusive) ~ NT $30,000,000 - -
(exclusive)
NT $30,000,000 (inclusive) ~ NT $50,000,000 - -
(exclusive)
NT $50,000,000 (inclusive) ~ NT $100,000,000 - -
(exclusive)
Grand total 1 person 1 person
----- End of picture text -----
Note 1: The names of the General Manager and Deputy General Manager shall be listed separately, and the amount of remuneration paid to them shall be disclosed collectively. If a Director concurrently serves as the General Manager or Deputy General Manager, his/her name and the amount of remuneration paid to him/her shall be listed in Table 4.
Note 2: Fill in the salary, job-related allowances and severance pay received by the General Manager and Deputy General Manager in the most recent fiscal year.
31
-
Note 3: Refers to other remuneration such as bonuses, incentives, travel allowances, special allowances, subsidies, accommodation, corporate vehicle or other in-kind benefits made to the President and Vice Presidents in the most recent year. If housing, vehicle or other means of transportation, or personal expenses are provided, the nature and cost of the asset provided, the rental calculated based on the actual cost or the fair market value, fuel, and other payments shall be disclosed. If a driver is provided, disclose compensation paidtothedriverinanote;however,donotcalculatesuchaspartofexecutivecompensation. Inaddition,thesalaryexpensesrecognizedinaccordancewithIFRS2"SharebasedPayment",includingobtainingemployeestockoptioncertificates,restrictingemployeerightsnewshares,andparticipatingincashcapitalincreasesubscriptionshares, shouldalsobeincludedintheremuneration.
-
Note 4: It refers to the employee remuneration (including stock and cash) received by the General Manager and Deputy General Manager that is distributed in accordance with the proposal for distributing the recent year
’s earnings adopted at a meeting of board of directors and such proposal has not been submitted to the Shareholders’Meeting for approval. If such amount is unable to be estimated, the amount can be determined in accordance with the actual distribution ratio for last year. Table 1-3 shall be filled in. Net profit after tax refers to the net profit after tax in the most recent year; For those who have adopted the International Financial Reporting Standards, the net profit after tax is the net profit after tax of the individual or individual financial report in the most recent year. -
Note 5: The total amount of all the remuneration paid to the Company's General Manager and Deputy General Manager by all the companies (including the Company) listed in its consolidated financial statements shall be disclosed.
-
Note 6: Disclose the name of the President and each Vice President in the respective range of total remuneration received from the Company.
-
Note 7: The total amount of all the remuneration paid to each General Manager and Deputy General Manager of the Company by all the companies (including the Company) listed in its consolidated financial statements shall be disclosed. The name of each General Manager and Deputy General Manager shall be disclosed in the range of remuneration corresponding to the total amount mentioned in the preceding sentence.
-
Note 8: Net profit after tax refers to the net profit after tax in the most recent year; If the International Financial Reporting Standards have been adopted, the after-tax net profit refers to the after-tax net profit of the individual or individual financial report in the most recent year.
-
Note 9: a. This column should clearly indicate the amount of remuneration received by the general manager and deputy general manager of the company from the reinvested business other than the subsidiaries.
-
b.If the general manager or deputy general manager of the company receives remuneration from the reinvested business other than the subsidiaries, the remuneration received by the general manager or deputy general manager of the company from the reinvested business other than the subsidiaries shall be combined into column E of the remuneration scale, and the name of the column shall be changed to "all the reinvested business".
-
c. Remuneration refers to the remuneration and compensation received by the general manager and deputy general manager of the Company as a director, supervisor or manager of a reinvestment business other than a subsidiary.
-
Remuneration (including remuneration of employees, directors and supervisors) and business execution expenses.
-
* The remuneration disclosed in this table is based on a concept different from the concept of income stipulated in the Income Tax Act. The purpose of this table is for information disclosure, instead of taxation.
32
4. N am es o f m an ag er i al o f f i cer s
- p r o vi de d w i t h e m p l o ye e 's c o m p en sat i o n a n d st at e o f p a ym e nt s
2022 Unit: NT $thousands; Percentage%
| Job title | Name | Ra tio of | ||||
|---|---|---|---|---|---|---|
| Stock | Amount paid | Grand total | T o t a l | |||
| (Note1) | (Note1) | Amount | in cash |
A m oun t t o | ||
| N e t | ||||||
| I nc om e | ||||||
| ( %) | ||||||
| M an |
President | Hong-Jheng Chen |
0 | 47 | 47 | 0.12 |
| Division |
Bill Chiu | 0 | 23 | 23 | 0.06 | |
| Chairman | ||||||
| ag | Chief Financial | Shu-Mei | 0 | 47 | 47 | 0.12 |
| er | Officer | Chang | ||||
| People | Accounting Officer |
Lisa Su | 0 | 40 | 40 | 0.10 |
Note 1: Individual names and titles should be disclosed, but the profit distribution can be disclosed in a summary.
- Note 2: If the employee compensation has not been approved by the Board of Directors in the most recent year, it is the amount of employee compensation (including stocks and cash) that was approved by the Board of Directors to be distributed to managers in the previous year. If it has been approved by the Board of Directors, the amount of employee compensation approved by the Board of Directors and distributed to managers shall be filled in. If it cannot be estimated, the proposed distribution amount for this year shall be calculated based on the actual distribution amount last year.
Note 3: The scope of managerial officers shall be defined in the following manner, as per the Board's decree under Tai-Tsai-Cheng-3-Tze No.
-
92
○○○13○1 dated 27 March 2003: -
(1)President and equivalent -
(2)Deputy General Manager and equivalents; -
(3)Associate and equivalent -
(4)Head of Finance Department -
(5)Head of Accounting Department -
(6)Any other persons in charge of the Company's affairs and entitled to sign instruments on behalf of the Company.
5. The remuneration of the top five highest paid executives
(individual disclosure of names and remuneration methods)
==> picture [490 x 320] intentionally omitted <==
----- Start of picture text -----
111 Year Unit: NT $thousands;
Percentage%
A, B, C and D
Bonuses and The total of the
Salary (A) Retirement Allowances Employee four items Compe
(Note2) pension Special Compensation (D) Ratio of net nsation Paid to
Jo N (B) expenses (C) (note4) income after Directo
a (Note 3) tax (%) rs from
b m (note6) an
tit le (Note1)e T he All compa nies T he All compa nies T he C All compa nies The Company All companiesincluded in the financial statements T he Compa nies in Investe d Compa
C include C include o include (Note 5) C the ny
o d in the o d in the m d in the o consoli Other
m financi m financi pa financi Amo Stoc Amo Stoc m dated than
pa al pa al ny al unt k unt k pa financi the
ny stateme nts ny stateme nts stateme nts paid in Amo unt paid in Amo unt ny al stateme Compa ’
(Note (Note (Note cash cash nts ny s
5) 5) 5) Subsidi
ary
(Note
7)
Presiden Hong- 1,773 1,773 - - 698 698 47 - 47 - 6.31 6.31 -
t Jheng
Chen
Di Cha Bill 1,469 1,469 - - 183 183 23 - 23 - 4.20 4.20 -
vis irm Chiu
ion an
Chief Shu- 1,350 1,350 - - 213 213 47 - 47 - 4.03 4.03 -
Financia Mei
----- End of picture text -----
33
==> picture [490 x 20] intentionally omitted <==
----- Start of picture text -----
l Officer Chang
----- End of picture text -----
| l Officer | Chang | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As so cia tio n Ma nag er |
Lisa Su |
1,297 | 1,297 | - | - | 160 | 160 | 40 | - | 40 | - | 3.76 | 3.76 | - |
- Note 1: The Top Five Managers with the Highest Remuneration
”refer to the managers of the Company, and the standards for the identification of relevant managers are handled in accordance with the applicable scope of the managers”as stipulated in the letter of Securities and Futures Commission of the former Ministry of Finance, Tai-Cai-Zheng-San-Zi No. 0920001301 dated 27 March 92. "The top five highest paid individuals"
The calculation and recognition principle is based on the total amount of salary, retirement pension, bonus and special allowance received by the company manager from all companies in the consolidated financial report, as well as the total amount of employee compensation (that is, A + B + C + D four totals), and the top five remuneration after ranking.
- Note 2: Fill in the salary, job-related allowances and severance pay of the top five managers with the highest remuneration in the most recent
year.
-
Note 3: Refers to other remuneration such as bonuses, incentives, travel allowances, special allowances, subsidies, accommodation, corporate vehicle or other in-kind benefits made to the top five highest paid executives in the most recent year. If housing, vehicle or other means of transportation, or personal expenses are provided, the nature and cost of the asset provided, the rental calculated based on the actual cost or the fair market value, fuel, and other payments shall be disclosed. If a driver is provided, disclose compensation paid to the driver in a note; however, do not calculate such as part of executive compensation. In addition, the salary expenses recognized in accordance with IFRS 2 "Share-based Payment", including obtaining employee stock option certificates, restricting employee rights new shares, and participating in cash capital increase subscription shares, should also be included in the remuneration.
-
Note 4: It refers to the amount of employee remuneration (including stock and cash) approved by the board of directors to distribute to the top five supervisors with the highest remuneration in the most recent year. If it is impossible to estimate, the proposed distribution amount for this year shall be calculated in proportion to the actual distribution amount last year.
Note 5: The total amount of remuneration paid to the top five highest paid executives of the Company by all companies (including the Company) in the consolidated report shall be disclosed. Note 6: After-tax net profit refers to the after-tax net profit of the individual or individual financial report in the most recent year.
Note 7: a. This field should clearly indicate the amount of remuneration received by the Company's top five remuneration executives from non-subsidiary companies reinvested by the Company or the parent company (if none, please fill in the column)
None ” .
b.Remuneration refers to the remuneration received by the Company ’ s top five highest-paid executives for serving as a director, supervisor or manager of a non-subsidiary reinvestment business or parent company.
34
Remuneration (including remuneration to employees, directors and supervisors) and business execution expenses.
* The remuneration disclosed in this table is based on a concept different from the concept of income stipulated in the Income Tax Act. The purpose of this table is for information disclosure, instead of taxation.
(4) Separately compare and describe total remuneration, as a percentage of net income stated in the parent company only financial reports or individual financial reports, as paid by this company and by each other company included in the consolidated financial statements during the past 2 fiscal years to directors, general managers, and assistant general managers, and analyze and describe remuneration policies, standards, and packages, the procedure for determining remuneration, and its linkage to operating performance and future risk exposure.
- Analysis of the proportion of the total remuneration paid to the directors, president and vice presidents of the company in the net profit after tax of individual or individual financial reports in the last two years
==> picture [463 x 148] intentionally omitted <==
----- Start of picture text -----
Ratio of total remuneration to net income
Increase (decrease)
Year 2021 Year 2022 ratio (%)
Position
All All All
Name
The Consoli The Consoli The Consoli
Company dated Company dated Company dated
Entities Entities Entities
Compan Compan Compan
y y y
Director 27.98% 27.98% 19.39% 19.56% (8.59%) (8.42%)
President/Vice President 11.43% 11.43% 6.31% 6.31% (5.12%) (5.12%)
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-
Remuneration policies, standards, and packages, the procedure for determining remuneration, and its linkage to operating performance and future risk exposure
-
b. Director
If the Company has a profit in the year, the Board of Directors shall resolve to set aside not more than three percent as directors' remuneration and not less than two percent as employees' remuneration. However, if the Company still has accumulated losses, it shall reserve the compensation amount in advance, and then allocate the remuneration of employees and directors and supervisors according to the proportion in the preceding paragraph.
- c. Directors, General Manager and Deputy General Manager
According to the company's salary payment standard, it is salary payment, which is not related to the company's operating performance and future risks.
- d. Future risks
The Company has purchased liability insurance for directors with an insurance amount of US $5,000,000.
35
3. Implementation of Corporate Governance
(1) Operation of the Board of Directors:
A total of 7 (A) meetings of the Board of Directors were held in 2022. The attendance of directors was as follows:
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----- Start of picture text -----
Actual output Attendan Actual
J ob Na m e R em ar k
(listed) attendance rate
title ce by
Attendance in (%)
Person (B) Proxy B/A.
Numbers
Chairman Tim Chen 7 0 100%
Di re c Hong-Jheng 7 0 100%
to r Chen
Di re c Shih-Che Chien 6 0 86%
to r
Di re c Kun-Chin Tsai 5 0 71%
to r
Independe Yung-Yen 7 0 100%
nt Chen
Directors
Independe Chun-Yao Li 7 0 100%
nt
Directors
Independe Lin Chang Hua 7 0 100%
nt
Directors
Independe Kuo-Hui Ning 7 0 100%
nt
Directors
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Other items that shall be recorded:
- The matters listed in Article 14-3 of the Securities and Exchange Act and other resolutions of the Board of Directors that have been objected to or retained by independent directors and have a record or written statement shall state the date, period, content of the proposal, the opinions of all independent directors and the Company's handling of the opinions of independent directors:
(1) Items listed in Article 14-3 of the Securities and Exchange Act
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----- Start of picture text -----
Meeting Date All independent directors'
Proposal
Term opinions and the company's
response
Handling of independent
directors ’ opinions
Approved the issuance of common stocks for cash capital All independent directors passed the
increase through private placement proposal without objection
111.03.18
Approved the Company's 2021 Statement of Internal Control All independent directors passed the
The 4th session
System proposal without objection
of the 17th Board
of Directors Deliberation on the case of providing an endorsement All independent directors passed the
guarantee amount for the financing needs of the subsidiary proposal without objection
Approved the motion for loaning funds to the subsidiary, All independent directors passed the
OOOO proposal without objection
111.05.11 Deliberation on the case of providing an endorsement All independent directors passed the
17 th session of guarantee amount for the financing needs of the subsidiary proposal without objection
sixth meeting
Deliberation on the case of providing an endorsement All independent directors passed the
111.06.09
guarantee amount for the financing needs of the subsidiary proposal without objection
The 7th meeting
of the 17th
Board of
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36
==> picture [463 x 193] intentionally omitted <==
----- Start of picture text -----
Directors
111.08.08 Deliberation on the case of providing an endorsement All independent directors passed the
guarantee amount for the financing needs of the subsidiary proposal without objection
The 8th meeting
of the 17th Board
of Directors
111.11.11 Approved the change of CPA All independent directors passed
The 9th meeting the proposal without objection
of the 17th
Board of
Directors
111.12.16 Approved the motion for loaning funds to the subsidiary, All independent directors passed
17 th session of OOOO the proposal without objection
tenth meeting Approval of capital loan to invest in OOOO All independent directors passed
the proposal without objection
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37
2. If there are directors ’ avoidance of motions in conflict of interest, the directors ’ names, contents of motion, causes for avoidance and voting should be specified:
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----- Start of picture text -----
Meeting Date and Proposal Reasons for recusal and voting
Session
Approved the nomination of candidates for Chairman Tim Chen served as a director of the
directors and independent directors guaranteed company at the same time
Therefore, they should avoid conflicts of interest and
not participate in the discussion and table.
The Chairman appointed the independent director
Yung-Yen Chen as the interim host.
111.03.18 Resolved and passed by other attending directors.
The 4th session Approval of loaning funds to subsidiary, In this case, Chairman Tim Chen served as both the
of the 17th OOOO borrower and the Company.
Board of
Directors
The Company The Chairman and the Director recused themselves
from the discussion and voting to avoid conflicts of
interest.
The Chairman appointed Yung-Yen Chen, an
independent director, to vote on the proposal.
Chairman, approved by other directors present
Approved to provide endorsement guarantee Chairman Tim Chen served as a director of the
for the financing needs of subsidiaries guaranteed company at the same time
111.05.11 Case Therefore, they should avoid conflicts of interest and
17 th session of not participate in the discussion and table.
sixth meeting The Chairman appointed the independent director
Yung-Yen Chen as the interim host.
Resolved and passed by other attending directors.
Deliberation on the case of providing an In this case, Chairman Tim Chen also serves as the
111.08.08 endorsement guarantee amount for the chairman of the guaranteed company, so he
financing needs of the subsidiary recused himself from the discussion and voting of
The 8th meeting
the case. The chairman appointed independent
of the 17th Board director Yung-Yen Chen as the interim chairman.
of Directors Approved by other directors present
Approval of loaning funds to subsidiary, Chairman Tim Chen served as a director of the
OOOO guaranteed company at the same time
The Company Therefore, they should avoid conflicts of interest and
not participate in the discussion and table.
The Chairman appointed the independent director
Yung-Yen Chen as the interim host.
Resolved and passed by other attending directors.
Approved the capital loan to invest in OOOO Chairman Tim Chen served as a director of the
guaranteed company at the same time
111.12.16 The Company Therefore, they should avoid conflicts of interest and
17 th session of not participate in the discussion and table.
tenth meeting The Chairman appointed the independent director
Yung-Yen Chen as the interim host.
Resolved and passed by other attending directors.
Approved the 2021 financial statements Chairman Tim Chen and Director Hung-Cheng Chen
reviewed by the Remuneration Committee. recused themselves due to conflict of interest.
Employee remuneration to managers The Chairman assigned Yung-Yen Chen to avoid
participating in the discussion and voting of the
motion.
An independent director acted as the interim
chairman.
Resolved to pass
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-
Measures taken to strengthen the functionality of the Board (e.g. establishment of the Audit Committee, improvement of information transparency, etc.) in the current year and the most recent year and the assessment of their implementation:
-
The 2nd Audit Committee of the Company was formally established on 20 August 2021. It is composed of four independent directors and holds at least one meeting every quarter. It is responsible for the fair presentation of the Company's financial statements, the selection (dismissal) and independence and performance of CPAs, the effective implementation of the Company's internal control, the Company's compliance with relevant laws and regulations, and the control of the Company's existing or potential risks. Since the establishment of the Audit Committee, CPAs and related personnel are invited to attend the meeting for inquiries and participate in the
38
discussion, and the operation is smooth.
- The 1st Remuneration Committee of the Company was formally established on 9 March 2012. Articles of Association
”. The 2nd Remuneration Committee was appointed by resolution of the
Board of Directors on 28 August 2012.
None. The 3rd Remuneration Committee was appointed by the resolution of the Board of Directors on 25 August 2015. 4th Salary
The Remuneration Committee was appointed by the resolution of the Board of Directors on 5 June 2018. The 5 th Remuneration Committee
Members of the Remuneration Committee were appointed by the resolution of the Board of Directors on 20 August 2020, consisting of 4 independent directors. During the Remuneration Committee meeting, all relevant personnel attended the meeting for inquiries and participated in the discussion, and the operation was smooth.
-
The 1st Nomination Committee of the Company was formally established on 10 August 2020. Regulations
”. The 2nd Nomination and Remuneration Committee was appointed by the resolution of the Board of Directors on 20 August 2021. It consists of 4 independent directors. During the meeting of the Nomination Committee, all relevant personnel attended the meeting for inquiries and participated in the discussion, and the operation was smooth. -
The Company has purchased liability insurance for directors since 2018.
-
For the operation of the Board of Directors of the Company, please refer to the Company
’s website\ Investors\ Corporate Governance\ Board of Directors. -
The Company approved the Regulations Governing the Evaluation of the Performance of the Board of Directors
”on 8 November 2022.
The report was published on the Company ’ s website, investor section\ Corporate Governance Section\ Board of Directors.
The external auditor (Taiwan Investor Relations Institute) was commissioned in 2022 to conduct an external audit.
39
On 13 December 2022, the Company issued the "Board of Directors Performance Evaluation Report", which was reported to the Market Observation Post System in accordance with the regulations and published on the Company's website at the same time.
(2) Operation of the Audit Committee or Supervisors'
participation in the operation of the Board of Directors:
Operation of the Audit Committee:
The 1st Audit Committee of the Company was formally established on 5 June 2018.
The independent directors were elected as the convener and convened at least once a quarter.
The Audit Committee is responsible for reviewing the fair presentation of the Company's financial statements, the selection (dismissal), independence and performance of CPAs, the effective implementation of the Company's internal control, the Company's compliance with relevant laws and regulations, and the management and control of the Company's existing or potential risks. Its main functions and powers are as follows:
-
(1)Adoption or amendment of an internal control system pursuant to Article 14-1 of the Securities and Exchange Act. -
(2)Assessment of the effectiveness of the internal control system.(3)Adoption or amendment, pursuant to Article thirty-six-1 of the Securities and Exchange Act, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees for others. -
(4)Matters in which a director is an interested party. -
(5)A material asset or derivatives transaction. -
(6)A material monetary loan, endorsement, or provision of guarantee. -
(7)The offering, issuance, or private placement of any equity-type securities. -
(8)The hiring or dismissal of a certified public accountant, or their compensation. -
(9)The appointment or discharge of a financial, accounting, or internal audit officer. -
(10)Annual and semi-annual financial reports. -
(11)Any other material matter so required by the Company or the Competent Authority.
A total of 6 (A) meetings of the Audit Committee were held in 2022. The attendance of directors was as follows:
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----- Start of picture text -----
Actual output Attendan Actual
J o b title Na m e R em ar k
(listed) attendance rate
ce by
Attendance in (%)
Proxy
Person (B) B/A.
Numbers
Independent Yung- 6 0 100%
Directors Yen
Chen
Independent Chun- 6 0 100%
Directors Yao Li
Independent Lin 6 0 100%
Directors Chang
Hua
Independent Kuo- 6 0 100%
Directors Hui
Ning
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Other items that shall be recorded:
-
If any of the following circumstances occur, the dates of meetings, sessions, contents of motion, resolutions of the Audit Committee and the Company
’s response to the Audit Committee’s opinion should be specified: -
(1) Items listed in Article 14-5 of the Securities and Exchange Act
40
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----- Start of picture text -----
Meeting Date All independent directors'
Proposal
Term opinions and
The Company's handling of
independent directors'
opinions
Approved the 2021 business report and financial statements All independent directors passed the
111.03.18 proposal without objection
2nd session (4th Approved the case of providing an endorsement deposit All independent directors passed the
for the financing needs of the subsidiary proposal without objection
meeting)
Approved the issuance of common stocks for cash capital All independent directors passed the
increase through private placement proposal without objection
Approved the Company's 2021 Statement of Internal Control All independent directors passed the
System proposal without objection
111.05.11 Approved the consolidated financial statements for the first All independent directors passed the
5thmeeting of the quarter of 2022 proposal without objection
2nd term Approved the Company's provision of endorsement All independent directors passed the
guarantee for the financing needs of its subsidiaries. proposal without objection
111.06.09 Approved the motion for loaning funds to the subsidiary, All independent directors passed the
2nd session (6th OOOO proposal without objection
meeting)
111.08.08 Approved the consolidated financial statements for the second All independent directors passed the
2nd session (7th quarter of 2022 proposal without objection
meeting) Approved the case of providing an endorsement guarantee All independent directors passed the
amount for the financing needs of the subsidiary proposal without objection
111.11.11 Approved the change of CPA All independent directors passed the
The 8thmeeting of proposal without objection
the 2nd term Approved the consolidated financial statements for the third All independent directors passed the
quarter of 2022 proposal without objection
111.12.16 Approved the Company's CPA fees and regular evaluation of All independent directors passed the
9thmeeting of the the CPA's independence. proposal without objection
2nd term Independence status
Approved the motion for loaning funds to the subsidiary, All independent directors passed the
OOOO proposal without objection
Approval of capital loan to invest in OOOO All independent directors passed the
proposal without objection
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-
(2) Other matters which were not approved by the Audit Committee but were approved by two-thirds or more of all directors: None. The independent directors have no objection or reservation this year.
-
Recusal of Independent Directors due to conflict of interests (the name of the Independent Directors, the content of the proposals, reasons for recusal, and participation in voting shall be stated): None, and all members of the Audit Committee fully expressed their opinions in the meeting.
-
Communications between the independent directors, the Company's chief internal auditor and CPAs (e.g. the material items, methods and results of audits of corporate finance or operations, etc.):
-
(1) The Company
’s CPAs report the results of the audit or review of the financial statements for the quarter and other communication matters required by relevant laws and regulations at the quarterly audit committee meeting. If there are special circumstances, they will immediately report to the members of the audit committee. There is no such special situation in 2022. The communication between the Company’s Audit Committee and the CPAs is good. -
(2) The internal audit supervisor of the Company regularly reports to the members of the Audit Committee at least once a quarter on the implementation of the Company's annual audit plan and the tracking and improvement of internal control deficiencies; In the event of a major abnormal event, it will also report to the members of the Audit Committee immediately. There is no such special situation in 2022. The Company's Audit Committee and internal audit supervisor have good communication.
-
(3) The independent directors of the Company hold communication meetings with the CPAs or
’ -
auditors from time to time. For their communication, please refer to the Company s website\ Investors\ Corporate Governance\ Functional Committee members.
41
(4) Summary of communication between independent directors and internal audit supervisors and accountants:
(1) Communication between independent directors and CPAs
| Date/Session | Communi |
|---|---|
| cation | |
| Focus | |
| The 4 th meeting of the 2 nd Audit Committee |
CPA 2021 Individual and Consolidated Financial Statements Opinion of independent directors: None |
| The 5 th meeting of the 2 nd Audit Committee |
CPA Consolidated financial report for Q1 2022 Opinion of independent directors: None |
| The 7 th meeting of the 2 nd Audit Committee |
CPA Consolidated financial report for Q2 2022 Opinion of independent directors: None |
| The 8 th meeting of the 2 nd Audit Committee |
CPA Consolidated Financial Report for Q3 2022 Opinion of Independent Directors: None |
(2) Communication between independent directors and internal audit supervisors
| Date/Session | Communi |
|---|---|
| cation | |
| Focus | |
| The 4 th meeting of the 2 nd Audit Committee The 4 th meeting of the 17 th Board of Directors |
Report on the implementation of the audit plan for the fourth quarter of 2021 2021 Statement of Internal Control System Opinions of Independent Directors: None |
| The 5 th meeting of the 2 nd Audit Committee The 6th meeting of the 17th Board of Directors |
Report on the implementation of the audit plan for the first quarter of 2022 Opinions of Independent Directors: None |
| The 7 th meeting of the 2 nd Audit Committee The 8th session of the 17th Board of Directors |
Report on the implementation of the audit plan for the second quarter of 2022 Opinions of Independent Directors: None |
| The 8 th meeting of the 2 nd Audit Committee The 9th session of the 17th Board of Directors |
Report on the implementation of the audit plan for the third quarter of 2022 Opinions of Independent Directors: None |
| The 9th meeting of the 2nd Audit Committee The 10th session of the 17th Board of Directors |
2023 annual audit plan Opinions of Independent Directors: None |
42
(3) Corporate Governance Implementation Status and Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies ”
==> picture [512 x 676] intentionally omitted <==
----- Start of picture text -----
Implementation Status (Note Deviations from
Assessme 1) the Corporate
nt Items Governance
YE No Abstract Best-Practice
S Illustratio Principles for
Tai TWSE/TPEx
wa Listed
n Companies ”
and Reasons
1. Does the company establish and The Company has established the In compliance with
disclose the Corporate Governance "Corporate Governance Best the Corporate
Best Practice Principles? Practice Principles" and disclosed Governance Best
it on the Market Observation Post Practice Principles
System and the MOPS.
Company website.
2. Shareholding structure and
shareholders ’ rights
(1) Has the Company established The Company has a spokesperson In compliance with
internal operating procedures? and shareholder service personnel. corporate governance
Handle shareholder suggestions, Effectively handle shareholders' practices Rule
doubts, disputes The procedures suggestions or disputes question;
have been implemented. Currently, the Company does not
implemented? have any transaction with
shareholders. Disputes or litigation,
etc.
(2) Whether the Company has The Company appoints a stock In compliance with
agency to manage the The
actual control over the Company corporate governance
Company keeps abreast of the
The largest shareholder and the practices Rule
shareholdings of major shareholders.
largest shareholder of the Company
Directors, managers, shareholdersholding
the final controller list?
more than 5% of theshares
Shareholdings of the 10 major
shareholders Relevant information
for statutory declaration.
(3) Does the Company establish and The Company and related In compliance with
implement a relationship with it? enterprises have stipulated Establish corporate governance
Risk control and firewall between internal control system and practices Rule
enterprises What is the mechanism? Management Procedures for
Transactions with Related Parties ”
Execution, including management of
related party transactions and
financing. Regulations on loaning
funds and making
endorsements/guarantees.
(4) Does the company establish 1. The Company has established the In compliance with
internal rules against insiders Ethical Corporate Management corporate governance
trading with undisclosed Best Practice Principles ” practices Rule
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43
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information? As of the printing date Procedures for Ethical Management
of the Publicly trading securities? and Guidelines for Conduct and
Procedures for Handling Material
Inside Information ” to prohibit
Company directors or employees
and other insiders Undisclosed
information on the market for
securities trading. Relevant
regulations have been disclosed on
the Company's website.
2. To further strengthen prevention,
in May 2023 Prevention of Insider
Trading ” was approved by the
Board of Directors on 9 th day.
Procedures for Handling Illegal and
Unethical Conducts Procedures for
Handling Cases of Unethical or
Dishonest Conduct ” Strengthen
regulations.
3. The Company makes insider
declaration on a monthly basis
The Company will remind insiders
of the above-mentioned regulations
in the form of mail at the same time.
to prevent insider trading. Reminders
are sent simultaneously when notices
of board meetings are sent. Directors,
managers and related employees'
meeting Confidential information
shall be kept confidential. The
aforementioned content is sent to
each insider mailbox as required.
For reference.
3. Composition and Responsibilities
of the Board of Directors
(1) Does the Board of Directors The Company has complied with the In compliance with
formulate a plan for the "Corporate Governance Best corporate governance
composition of its members Practice Principles". practices Rule
Diversity policy and Articles 20 and 24 of the
implementation? Regulations Governing the
Preparation of Financial Reports by
Securities Issuers qualifications of
directors and independent directors.
Establishment of Rules of
Procedure for Board of Directors
Meetings ” Diversity of Board
Members It has been disclosed on
the Company's website.
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44
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(2) In addition to the Remuneration The Company has set up a
In compliance with
Committee established in Nomination Committee in 2020. The
corporate governance
accordance with the law Whether or current Nominating Committee is
practices Rule
not the member is a member of the composed of four independent
Audit Committee or directors.
Voluntary establishment of other Director's position; December 2022
functional committees Establish a Sustainable Development
Committee? Committee to be operated by the
Company. Team composition and
report to the Board of Directors
regularly every year Report the
implementation status and results.
The above are all disclosed in
Company website and annual report.
(3) Whether the Company has 1. The Company's Board of In compliance with
formulated performance Directors has approved the Rules for corporate governance
evaluation of the board of Performance Evaluation of the practices Rule
directors Evaluation method and Board of Directors Perform one
evaluation method. Is board meeting and functional
performance evaluated regularly? committee meeting
(Including Remuneration
Committee, Audit Committee and
performance evaluation, and The
results were reported to the Board of
Directors. The evaluation process is
At the end of the year, the
Management Department is
responsible for the implementation.
Internal questionnaires are used.
Self-evaluation, Board members and
functional committees The self-
evaluation method is conducted, and
the evaluation scope includes the
entire Overall board of directors,
individual board members and
functions Performance evaluation of
functional committees. And as the
remuneration and selection of
individual directors Reference
basis for nomination of directors.
3. The Company has completed the
2022 performance evaluation The
evaluation results in all aspects have
been achieved It indicates the
overall operation of the Board of
Directors and committees.
Completed, in December 2022 The
internal expert completes the
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45
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external audit once every three
years.
The results of the performance
evaluation were completed on 14
March 2023. Submitted to the Board
of Directors and disclosed on the
Company's website.
(4) Does the company regularly 1. The Company has been In compliance with
evaluate the visa accounting evaluating the Evaluate the corporate governance
Independence of CPA? independence, competence and practices Rule
independence of CPAsThe results
were submitted to the Audit
Committee and the Board of Directors
for approval. The CPA independence
and performance evaluation in 2023
has been completed in December
2023.
Review by the Audit Committee
and the Board of Directors
Approved
2. Assessment items for
independence indicators include
certification The CPA is not a
director or supervisor of the audit
client Directors, managers or
significant influence on audit cases
The CPA and the Company The
Company has no direct or indirect
major financial interest The CPA is
the same as the Company. Close
business relationship and
employment relationship The CPA
does not promote or serve as an
intermediary for the Company.
Shares or other securities issued.
4. Does the TWSE/TPEx listed 1. In order to implement In compliance with
company set up a full-(or part-) time corporate governance and the Corporate
corporate governance unit or strengthen the functions of Governance Best
personnel to be in charge of directors, the Board of Practice Principles
corporate governance affairs Directors passed the resolution
(including but not limited to) the on 16 December 2022.
Appointment of Shu-Mei Chang
following matters? Not limited to
providing directors with Handling as Chief Financial Officer The
of board meetings and Matters Company's corporate governance
officer, who has already had a Handle
related to the meeting of the
the Company's financial, stock and
shareholders Handling company
meeting affairs, etc. Having more
registration and change registration,
than three years of work experience.
preparation Does the Company
prepare the minutes of the Board of
Directors and shareholders'
meetings)?
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46
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- The chief corporate governance officer and its members are responsible for corporate governance related matters and serve as the secretary to the Board. The main responsibilities of the corporate governance officer include: Provision of information and assistance necessary for directors to perform their duties Assist directors in complying with laws and regulations, and assist directors in taking office Continuing education, handling the board of directors and members Relevant matters and preparation of the meetings and shareholders' meetings Preparation of meeting minutes, investor relations related management, etc.
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47
==> picture [512 x 738] intentionally omitted <==
----- Start of picture text -----
Implementation Status (Note Deviations from
Assessme 1) the Corporate
nt Items Governance
YE No Abstract Best-Practice
S Illustratio Principles for
Tai n TWSE/TPEx
wa Listed
n Companies ”
and Reasons
5. Does the Company establish a 1. The Company has a spokesperson, a In compliance with
stock affairs supervisor and a business the Corporate
relationship with its stakeholders?
representative to establish a smooth Governance Best
(including but not limited to
communication and management Practice Principles
shareholders, employees, mechanism.
Communicate with customers and
The Company respects and maintains
suppliers, etc. Set up stakeholders the interests of all stakeholders. Legal
on the company website Does the rights
Company respond appropriately to
corporate social responsibility
issues that are of significant
concern to stakeholders?
2. The Company's website has a
corporate responsibility zone and a
stakeholder zone, and has established
business personnel, investor relations,
supplier relations and Contact
number and email for employee
welfare relations Stakeholders may
access the email box when necessary
Communicate with each other by
telephone or email.
3. It is also disclosed in the CSR
section. Issues of concern to
stakeholders and communication
channels Such information shall be
reported to the Board of Directors
every year. Implementation and
reporting of social responsibility
Communication with stakeholders.
6. Does the company appoint a The Company's shareholders' In compliance with
professional shareholder service meeting affairs are handled by the the Corporate
agency to deal with shareholder Company's stock affairs agency Governance Best
affairs? (Capital Securities Corporation Practice Principles
Stock Affairs Agency Department).
7. Information Disclosure
(1) Does the company have a The Company has established the In compliance with
corporate website to disclose Investor Relations ” section on corporate governance
Corporate business and corporate its website. practices
The Company discloses its financial, Rule
governance?
business and Corporate governance
information, and New website
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48
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----- Start of picture text -----
content.
(2) Does the Company have other The Company has a dedicated In compliance with
information disclosure channels person responsible for information the Corporate
(e.g. building an English collection and timely and Governance Best
website, appointing designated appropriate disclosure of relevant Practice Principles
people to handle information information in accordance with
collection and disclosure, regulations.
creating a spokesman system, 1. The Company has set up a
webcasting investor spokesperson and deputy
conferences)?
spokesperson system in accordance
supplier)? with the regulations, and disclosed
its name and contact methods on
the Company's website.
2. The Company has disclosed the
legal person status on the
’
Company s website. Briefing
information.
3. The Company has set up an
English website to provide
information Information on foreign
investors.
(3) Whether the Company The Company has announced and Under evaluation
Announce and declare the annual reported on the required deadline.
financial report within two months Financial reports for the first, second
reported and announced prior to the and third quarters and each month
deadline Report and declare the However, the operation is currently
financial statements for the first, under consideration. As a result, it is
second and third quarters Report not possible to Within two months
and monthly operating status? after the reporting date In the future,
depending on the governance
situation, if there is any It will be
implemented in accordance with
relevant laws and regulations.
8. Is there any other helpful 1. Employee rights and employee In compliance with
understanding of the Company care: The Company has established corporate governance
Important information on the
work rules and implemented them practices Rule
operation of corporate
accordingly. The Bank cares for the
governance(including but not
rights and interests of employees.
limited to employee rights,
employment Employee care, Uphold equal opportunity and talent
investor relations, supplier recruitment Principle of application,
relations Relationship, regardless of race, gender, age There
Stakeholder's Rights, Directors'
are differences in age, religion and
Rights Continuing education and
nationality. Work Any
risks of directors and
discrimination, inequality and sex
supervisors Implementation of
are strictly prohibited in the
management policies and risk
measurement standards premises Sexual harassment
Implementation of behaviors and related management
implementation and customer procedures In order to maintain a
policy The Company purchases
safe and healthy working
for directors and supervisors ’
environment. The Company s
liability insurance)?
employee benefits The committee
serves as a communication channel
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49
between labor and management. To promote and implement various objectives Employee welfare policy to create a harmonious labor force Work environment to enrich employees ’ lives. 2. Investor relations, supplier relations and interests Rights of stakeholders: According to laws and regulations and Timely and appropriate disclosure of financial and business information; and set up a contact window for investor relations Relations with suppliers and stakeholders Feedback channel. To strengthen corporate governance In addition to routine disclosure of financial and business information In addition to disclosure, corporate governance is also available on the Company's website. Provide investors with more diversified information to protect the rights and interests of investors. 3. Continuing education of directors and supervisors: (1) Please refer to (9) Continuing education of directors. (2) Disclosure on the Market Observation Post System Corporate Governance Area. ” 4. Implementation of customer policies: The Company Maintain stable and good relationships with customers to create Create profits for the Company. 5. PURCHASE OBLIGATIONS BY THE COMPANY FOR DIRECTORS AND SUPERVISORS Insurance: The Company is a director of the Company every year. Purchase liability insurance for directors and managers. And report to the board of directors on 14 March 2020.
50
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----- Start of picture text -----
||||
|---|---|---|
|6. Succession planning for board|
|members and key management: Th|
|members of the board of directors o|
|the company span from 50 years old|
|to 70 years old, with professiona|
|skills|and|industry experienc|
|covering business management|
|electronics,|computer,|finance|
|accounting, marketing, information|
|technology and risk management|
|providing a good foundation for th|
|company's sustainable operation. In|
|the future, the company will uphold|
|the same concept of diversity and|
|professionalism, make good use o|
|experts, introduce|internal|and|
|external diverse|backgrounds|
|experience, expertise, talents wit|
|business management capabilitie|
|and leadership and decision-making|
|capabilities when the board is elected|
|or the members of the board ar|
|vacant, understand and participate in|
|the operation of the board of director|
|or functional committees, and then|
|cultivate the next generation of board|
|members.|
|The|Company's|affiliated|
|companies have a number of|
|senior management professionals,|
|so the Company has an abundant|
|talent pool to select successors,|
|familiarize them with the business|
|of each unit of the Group through|
|job transfers, and deepen their|
|industrial experience.|
|The training of the Company's|
|senior managers, in addition to|
|considering the organizational|
|adaptability, must be consistent|
|with the Company's values.|
|Company.|
|9. Please explain the improvements which have been made in accordance with the results of the|
|Corporate Governance Evaluation System released by the Corporate Governance Center, Taiwan Stock|
|Exchange, and provide the priority enhancement measures. (Not required if the Company is not one of|
|the evaluated subjects)|
----- End of picture text -----
- The items improved in the 9 th Corporate Governance Evaluation:
==> picture [512 x 98] intentionally omitted <==
----- Start of picture text -----
No. Indicator Improvem
item ent
1.12 Does the company only distribute When the Company distributes the remuneration of
directors' remuneration but not
directors for 2022, the Board of Directors also
distribute dividends?
resolved on 14 March 2023 to distribute the 2022
cash dividend: 0.3 (NT $/share) (subject to the
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51
==> picture [511 x 366] intentionally omitted <==
----- Start of picture text -----
approval of the shareholders' meeting on 7 June
2023).
3.21 Does the company's annual report The Company has disclosed the information listed
voluntarily disclose the individual on the left in 3. Remuneration of President and
remuneration of the general manager Vice President ” on page 21 of this annual report.
and deputy general manager? Note: The Company does not have a position of vice
president.
3.13 Did the company voluntarily disclose The Company has disclosed the information listed on
individual remuneration of directors the left in 1. Remuneration of Directors (including
in the annual report? Independent Directors) ” on page 19 of this annual
report.
Implementation Status (Note Deviations from
Assessme 1) the Corporate
nt Items Governance
Y No Abstract Best-Practice
ES Illustratio Principles for
Ta n TWSE/TPEx
iw Listed
an Companies ”
and Reasons
2. Prioritized items that have not been improved for the 9 th Corporate Governance Evaluation:
No. Evaluatio Improvem
n ent
indicators
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----- Start of picture text -----
No. Evaluatio Improvem
n ent
indicators
1.15 Has the Company established and The Company's Board of Directors has approved the
disclosed on its website internal rules "Procedures for the Prevention of Insider Trading" on
that prohibit insiders, such as 9 May 2023 and published it on the Company's
directors or employees, from using website. After arranging the board meeting schedule
undisclosed information in the for the following year, the Company will clearly
market to buy and sell securities, inform the regulated person of the closed period for
including (but not limited to) the prohibited trading of shares in accordance with the
directors must not trade their stocks provisions of the preceding paragraph. The
within 30 days before the Company's stock affairs personnel are responsible for
announcement of the annual financial monitoring their compliance when they report the
report and 15 days before the shareholdings of the last month for the regulated
announcement of the quarterly persons on a monthly basis.
financial report, and explain the
implementation?
2.24 Does the company establish an ISO 27001: 2022 certification guidance has been
information security risk started in February 2023, and the certification is
management framework, formulate expected to be certified by a third-party notary. After
information security policies, specific completing the improvement of the deficiencies
management plans and invest listed in the external audit and obtaining the
resources in information security certificate, it can be disclosed on the company's
management, and disclose them on website and annual report.
the company's website or annual
report?
3.6 Does the company disclose the The Company expects to begin the financial report in
interim financial report in English
the first quarter of this year.
within two months after the reporting
period of the Chinese version of the
interim financial report?
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52
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----- Start of picture text -----
3.20 Has the Company been invited (on its The Company has been invited to the investor
own) to hold at least two investor conference of the first quarter of 2023Q1 investment
conferences, with an interval of at forum of Yuanta Securities on 16 February 2023, and
least three months between the first is expected to handle it once again in the second half
and last investor conferences in the of this year.
year of evaluation?
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| 3.20 | Has the Company been invited (on its own) to hold at least two investor conferences, with an interval of at least three months between the first and last investor conferences in the year of evaluation? |
The Company has been invited to the investor conference of the first quarter of 2023Q1 investment forum of Yuanta Securities on 16 February 2023, and is expected to handle it once again in the second half of this year. |
The Company has been invited to the investor conference of the first quarter of 2023Q1 investment forum of Yuanta Securities on 16 February 2023, and is expected to handle it once again in the second half of this year. |
|---|---|---|---|
| 4.4 | Does the Company prepare and upload the sustainability report to the Market Observation Post System and the Company's website before the end of September in accordance with the GRI Standards issued by the Global Reporting Initiative (GRI)? |
1.The Company has issued the Sustainability Report ”for the first time in October 2022, which ispublished in the Corporate Sustainability Zone on the official website of Billion Electric to facilitate users to download. 2.The Company will issue the report regularly every year, which is expected to be issued in June 2023. A present, this report has been verified by a third-party impartial unit, SGS Taiwan Limited (SGS), in May 2023 to meet the requirements of the GRI Standards 2021. Through the verification by external third parties and through strict internal control and verification mechanisms, we ensure the accuracy o the financial, environmental and social information in this report. At the same time, this report will be published on the corporate sustainability section o Billion Electric ’s official website after completionwhich is convenient for users to download. |
53
Continuing education of directors and supervisors in 2022:
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----- Start of picture text -----
Job title Name Training Organizer Course Training
date title Hours
Chairman Tim 111/8/8 Securities and (1) Talking about the functions of the Board of Directors 3 hours
Chen Futures Institute from the perspective of corporate fraud prevention
Corporate Risk Management
111/8/8 (2) Future development of the Metaverse and 3 hours
Cryptocurrencies Blockchain
Directo Hong- 111/8/8 Securities and (1) Talking about the functions of the Board of 3 hours
r Jheng Futures Institute Directors from the perspective of corporate fraud
Chen prevention
Corporate Risk Management
111/8/8 (2) Future development of the Metaverse and 3 hours
Cryptocurrencies Blockchain
Directo Shih- 111/8/8 Securities and (1) Talking about the functions of the Board of 3 hours
r Che Futures Institute Directors from the perspective of corporate fraud
Chien prevention
Corporate Risk Management
111/8/8 (2) Future development of the Metaverse and 3 hours
Cryptocurrencies Blockchain
Directo Kun- 111/8/8 Securities and (1) Talking about the functions of the Board of 3 hours
r Chin Futures Institute Directors from the perspective of corporate fraud
Tsai prevention
Corporate Risk Management
111/8/8 (2) Future development of the Metaverse and 3 hours
Cryptocurrencies Blockchain
Independe Yung- 111/8/8 Securities and (1) Talking about the functions of the Board of 3 hours
nt Yen Futures Institute Directors from the perspective of corporate fraud
Directors Chen prevention
Corporate Risk Management
111/8/8 (2) Future development of the Metaverse and 3 hours
Cryptocurrencies Blockchain
Independe Chun- 111/8/8 Securities and (1) Talking about the functions of the Board of 3 hours
nt Yao Li Futures Institute Directors from the perspective of corporate fraud
Directors prevention
Corporate Risk Management
111/8/8 (2) Future development of the Metaverse and 3 hours
Cryptocurrencies Blockchain
Independe Lin 111/8/8 Securities and (1) Talking about the functions of the Board of 3 hours
nt Chang Futures Institute Directors from the perspective of corporate fraud
Directors Hua prevention
Corporate Risk Management
111/8/8 (2) Future development of the Metaverse and 3 hours
Cryptocurrencies Blockchain
Independe Kuo- 22 April Taiwan (1) Taishin 30 Sustainable Net Zero Summit Forum- 3 hours
nt Hui 2021 Sustainable Dedication to Net Zero Achievement continued
Directors Ning Energy
Research
Foundation
111/8/8 Securities and (2) Talking about the functions of the Board of 3 hours
Futures Institute Directors from the perspective of corporate fraud
prevention Corporate Risk Management
111/8/8 Securities and (3) Future development of the Metaverse and 3 hours
Futures Institute Cryptocurrency Blockchain
----- End of picture text -----
Note: Regardless of whether the evaluation item is achieved or not, the company shall state an appropriate explanation.
54
(4) Information on the members and
operation of the Remuneration Committee: Information on the members of the Remuneration Committee
==> picture [519 x 667] intentionally omitted <==
----- Start of picture text -----
Meet One of the Following
Independence Criteria (Note)
Professional
C
Qualification Numbe
on r of
Id Requirements,
di Other R
en ti Together with at Least Public e
tit on Five Years Work Compa m
y s Experience nies in ar k
(Note1) An A Have Which (Not
instruct Judge, Work the
e 1)
or or Public Experie Individ
higher Prosecu nce in 3)
position tor, the ual is
in a Attorne Areas Concur
N
a departm ent of y, Certifie of Comme rently
1 2 3 4 5 6 7 8
commer d rce, Servin
m
ce, law, Public Law,
g as an
e finance, Accoun Finance
account tant, or , or Remun
ing, or Other Accoun eration
other Professi ting, or
Commi
academi onal or Otherwi
c Technic se ttee
departm al Necessa Memb
ent Speciali ry for
related sts Who the er
to the Has Busines
busines Passed s of the
s needs a Compan
of the Nationa y
Compan l
y in a Examin
public ation
or and
private Been
junior Awarde
college, d a
college Certific
or ate in a
universi Professi
ty on
Necessa
ry for
the
Busines
s of the
Compan
y
Personnel
Inde
Yung- 0
pend
Yen
ent
Chen
Direc
tors
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55
| Indepe ndent Direct or Chun- Yao Li |
Indepe ndent Direct or Chun- Yao Li |
| 0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
|||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Indepe ndent Direct or Kuo- Hua Lin |
| 0 |
||||||||||||
| Inde pend ent Direc tors |
Kuo- Hui Ning |
| | | | | | | | | 3 |
-
Note 1: Please fill in director, independent director or other in the column of identity.
-
Note 2: Please tick the corresponding boxes that apply to a member during the two years prior to being elected or during the term (s) of office. (1) Not an employee of the Company or any of its affiliates.
-
(2) Not a director or supervisor of the Company or any of its affiliates. The same does not apply, however, in cases where the person is an independent director of the company, its parent company, or any subsidiary in which the company holds, directly or indirectly, more than 50 percent of the voting shares.
-
(3) Not a natural-person shareholder who holds shares, together with those held by the person
’s spouse, minor children, or held by the person under others’names, in an aggregate amount of one percent or more of the total number of issued shares of the company or ranking in the top 10 in holdings. -
(4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the preceding three subparagraphs.
-
(5) Not a director, supervisor, or employee of a corporate/institutional shareholder that directly holds five percent or more of the total number of issued shares of the company or ranks as of its top five shareholders.
-
(6) Not a director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the company.
-
(7) Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the Company or to any affiliate of the Company, or a spouse thereof.
-
(8) Not been a person of any conditions defined in Article 30 of the Company Act.
-
Note 3: If the members are directors, please indicate whether they meet the requirements of Article 6, Paragraph 5 of the "Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter".
56
2. Responsibilities of the Remuneration Committee
According to the Company's Remuneration Committee Charter, the duties of the Company's Remuneration Committee are as follows and recommendations are submitted to the Board of Directors for discussion:
-
Evaluating and supervising the
-
overall remuneration policy of the Company. 2. To evaluate and approve the remuneration level of directors.
-
Evaluation and approval of the remuneration level
-
for supervisors above the assistant manager level. 4. Other remuneration related and establishment of employee incentive system.
3. Operation of the Remuneration Committee:
-
There are 4 members in the Remuneration Committee of the Company.
-
The term of office of the current members: 20 August 2021 to 19 August 2024.
The Remuneration Committee met 4 times (A), and the qualifications and attendance of the members are as follows:
| Attendance | Attendance | Actual | |||
|---|---|---|---|---|---|
| Job title | Name | attendance | Remark | ||
| in Person | by | ||||
| rate (%) | |||||
| (B) | Proxy | ||||
(B/A) |
|||||
| Conven or |
Yung- Yen Chen |
4 | 0 | 100% | |
| Co m m i t t e e M e m be r |
Chun- Yao Li |
4 | 0 | 100% | |
| Co m m i t t e e M e m be r |
Lin Chang Hua |
4 | 0 | 100% | |
| Co m m i t t e e M e m be r |
Kuo- Hui Ning |
4 | 0 | 100% |
Other items that shall be recorded:
-
If the board of directors declines to adopt or modifies a recommendation of the remuneration committee, it should specify the date of the meeting, session, content of the motion, resolution by the board of directors, and the Company
’s response to the remuneration committee’s opinion (eg., the remuneration passed by the Board of Directors exceeds the recommendation of the remuneration committee, the circumstances and cause for the difference shall be specified): None. -
Resolutions of the remuneration committee objected to by members or expressed reservations and recorded or declared in writing, the date of the meeting, session, content of the motion, all members
’opinions and the response to members’opinion should be specified: None.
57
(5) Implementation of the promotion of sustainable development and the differences between the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor:
==> picture [512 x 694] intentionally omitted <==
----- Start of picture text -----
Implementation Status (Note Deviations from the
Assessme 1) Sustainable
nt Items Development Best
YE No Summary (Note 2) Practice Principles
S for TWSE/TPEx
Tai Listed Companies
and Reasons
wa
Thereof
n
1. Does the company establish a 1. The Company established the In compliance with the
governance structure to promote Sustainable Development Sustainable
sustainable development and set Committee in December 2022, with Development Best
up a dedicated unit to promote the President (Director) as the Practice Principles
sustainable development? chairman.
authorized by the board of directors Appointment of the quality
Do senior management handle this assurance director as the deputy
matter and supervise the board of director director.
directors?
2. The Committee consists of
Corporate Governance,
Environmental Protection The quality
assurance team consists of three
teams, namely the quality assurance
team, the quality assurance team, and
the social responsibility team. The
department, management department
and occupational safety personnel
jointly serve as three independent
directors. The committee is
designated as an ex officio
member and convenes work
meetings from time to time.
Responsible for proposing the annual
sustainable development plan to
effectively implement the company's
sustainable development. Expanding
the blueprint.
3. The sustainable development
affairs of the Company are
handled by the Board of
Directors As the highest decision-
making and supervisory unit,
sustainable development The
promotion situation and
governance structure are directly
led by the board of directors.
Supervision and management.
Sustainable Development Committee
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58
==> picture [512 x 714] intentionally omitted <==
----- Start of picture text -----
Quarterly Regularly report the
implementation results to the
Board of Directors Sustainable
development work plan for the Board
of Directors Supervise the
implementation of sustainable
operations and use it to Evaluate
whether the implementation of
sustainable development is
integrated
The company's daily operations to
comply with the company's ESG
Long-term development strategies.
Please refer to the Company's 2022
Sustainability Report for more
details on the Company's ESG
performance highlights in 2022. The
Sustainability Report is published on
the Company's website.
2. Does the Company follow the 1. The Company adheres to the In compliance with the
principle of materiality? principle of sustainable Sustainable
Implementation of environmental development. Development Best
and social issues related to the Establish a risk management Practice Principles
Company's operations corporate mechanism. The company's
governance issues, and operating policy defines various
Formulate relevant risk types of risks.
management policies or strategies Insurance coverage includes
accounts receivable risk,
environment risk, etc. Risk control,
operational risk, financial risk Risk,
information risk management,
climate change risks Risk
management, etc.
? 2. Occurrence frequency of risk
issues The impact on the Company's
operations is determined by each
department. Responsible for
promoting various businesses
according to its authority and
responsibility. The Company also
complies with international standards.
Stakeholder inclusiveness,
sustainability context, importance The
principle of materiality and
completeness. Establish relevant
strategies or policies for issues
Implement guidelines and conduct
risk control.
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59
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----- Start of picture text -----
Implementation Status (Note 1) Deviations from the
Assessme Sustainable
nt Items Development Best
YE No Summary (Note 2)
Practice Principles
S
for TWSE/TPEx
Tai
Listed Companies
wa and Reasons
n Thereof
3. Related issues can be controlled,
managed, and evaluated through
the environmental management
analysis and risk control
procedures, and reviewed at the
annual quality, environmental, and
hazardous substance management
review meetings.
4. For the control effectiveness and
evaluation mechanism of relevant
issues, please refer to the
management of the material topics
before each chapter of the
Company's 2022 Sustainability
Report.
The Sustainability Report has been
’
published on the Company s
website.stations.
3. ENVIRONMENTAL ISSUES
(1) Does the company establish 1. The Company is committed to In compliance with
policies based on the characteristics promoting various ISO International sustainable
of its industry? Is the appropriate Standard Organization Management development practices
environmental management system System, 2007 year (and will continue Rule
in place? to update to 2015 version) Passed the
ISO14000 environmental
management system certification.
Confirm the improvement of
environmental performance every
quarter. Does the Company comply
with relevant laws and regulations and
PDCA management cycle process to
achieve continuous improvement
Effects and purposes.
2. In view of the continuous
fermentation of environmental
issues, Obtained IECQ in the same
year QC080000 (for PEM Power
Supply Division) Hazardous
Substance Management System
Certification, Commitment Comply
with EU regulations and customer
needs for products. requirements of
the manufacturers in terms of both
quality and quantity.
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60
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----- Start of picture text -----
3. ● ISO14001: 2015 Certificate
Validity period: 31 August,
2021- August, 2024
Certificate No.: TW07/01136
4. ● QC 080000: 2017 Certificate
Validity period: 2022/09/03 ~
2025/09/02Certificate No.: TW-
HSPM-1096
(2) Is the Company committed to 1. The Company passed the In compliance with
The Company uses renewable ISO14001 environmental sustainable
materials that are materials with management system ” . Promote the development practices
low loading impact? "management system" and introduce Rule
product life. Reduce raw material
consumption and Waste output to
achieve sustainable operation, The
goal of environmental protection.
2. The Company respects the
value of the community and Strive
to achieve social and
environmental responsibility,
Support their stakeholders ’ best
interests employees. The
Company has developed green
products. In response to EU RoHS,
China RoHS and customer HSF
requirements, suppliers and
employees are encouraged to
engage in similar activities, all of
which aim to fulfill the role of
responsible corporate citizen. We
are fully committed to
implementing ISO9001 quality
management system and
ISO14001 environmental
management system, and relevant
commitments such as the 2022
Sustainability Report.
3. Implementation status as follows:
A. Committed to waste disposal
and cleaning, the Company reports
the status of waste disposal to the
Environmental Protection Bureau
of New Taipei City on a monthly
basis in accordance with the law.
B. Improve environmental hygiene in
the workplace
C. Seeking suppliers to cooperate
with the recycling of materials and
packaging materials as much as
possible to achieve waste
recycling, harmless and
economical use.
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61
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----- Start of picture text -----
Continuous improvement of
environmental performance
Implementation of resource
recycling and reuse.
----- End of picture text -----
| Continuous improvement of environmental performance Implementation of resource recycling and reuse. |
Continuous improvement of environmental performance Implementation of resource recycling and reuse. |
Continuous improvement of environmental performance Implementation of resource recycling and reuse. |
Continuous improvement of environmental performance Implementation of resource recycling and reuse. |
Continuous improvement of environmental performance Implementation of resource recycling and reuse. |
|---|---|---|---|---|
| (3) Does the company assess the potential risks and opportunities of climate change for the company now and in the future, and take measures to deal with climate- related issues? |
| 1. The threat of climate change to human beings is increasing day by day. The Company's strategic direction: A.Energy transition: Achieve long- term net zero goals through energy transition and meet the global goals of the Paris Agreement. B.Green procurement: Formulate and implement various energy-saving and environmental-friendly procurement strategies, including raw materials, general affairs, machines, and equipment. C.Energy saving and waste reduction: Set energy saving and waste reduction targets and promote them throughout the Group to reduce energy use and reduce the harm of waste to the environment. D.Integration of Supply Chain Partners: Expand the carbon emissions of the supply chain step by step bid. 2.The Company originally planned to introduce ISO14064-1 greenhouse gas inventory in 2026, which will be introduced in 2023 in advance. As a company with more than 50 years of experience in the power, communication and power energy industries, we are participating in the transformation of the power energy industry with the support of the entire Board of Directors with our leading, professional research and development engineering capabilities and operating experience in diversified products. Completed in 2022: A.Provide services for nearly 1000 solar power plants with successful grid connection B.Agent for the shipping and installation of PV inverter |
In compliance with the Sustainable Development Best Practice Principles |
62
| with a total capacity of more than 250MWp C.In 2021, 69kV and 161kV large ground booster stations and medium and high voltage SCADA systems were launched. D.Launched localized container- type energy storage system with optimized security E.Signed an electric ship contract with Shift Clean Energy, an internationally renowned Canadian energy solution provider, to help Taiwan's transportation industry move towards a crucial step towards green energy conservation and carbon reduction. F.Planning and integrating electric vehicle charging services 4.The Company has integrated sustainability issues into its strategies and the entire organization and all businesses. By building energy and leading a green and low-carbon life, the Company works with partners to create more value for customers, governments, employees and shareholders with stable operations, sustainable development and excellent services, and is fully prepared for the new era of green energy. 5.The Company follows the framework recommended by TCFD to disclose climate change related information in the 2022 SustainabilityReport. |
with a total capacity of more than 250MWp C.In 2021, 69kV and 161kV large ground booster stations and medium and high voltage SCADA systems were launched. D.Launched localized container- type energy storage system with optimized security E.Signed an electric ship contract with Shift Clean Energy, an internationally renowned Canadian energy solution provider, to help Taiwan's transportation industry move towards a crucial step towards green energy conservation and carbon reduction. F.Planning and integrating electric vehicle charging services 4.The Company has integrated sustainability issues into its strategies and the entire organization and all businesses. By building energy and leading a green and low-carbon life, the Company works with partners to create more value for customers, governments, employees and shareholders with stable operations, sustainable development and excellent services, and is fully prepared for the new era of green energy. 5.The Company follows the framework recommended by TCFD to disclose climate change related information in the 2022 SustainabilityReport. |
|||
|---|---|---|---|---|
| (4) Does the company take inventory of its greenhouse gas emissions, water consumption, and total weight of waste in the last two years, and implement policies on energy efficiency and carbon dioxide reduction, greenhouse gas reduction, water reduction, or waste management? |
| 1. The Company regularly collect information on greenhouse ga emissions, water consumption, and total weight of waste every year, an discloses the aforementioned relevan information in the annua sustainability report (including th past two years). The Company i fully committed to implementing th ISO14001 environmenta management system, and reviews an improves it through the ISO14001 management review meeting, and tracks the amount of waste and electricityconsumption every year. |
d d In compliance with the Sustainable Development Best Practice Principles |
63
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2. Waste: Total 8.4405 tons in 2022
In 2021, 21.2043 tons, a decrease of
60%.
3. Electricity consumption and
carbon emissions: 204.9 tons in
2021 In 2020, the electricity
consumption was reduced by
92 tons ( 31%) to 296.9 tons.
In 2022, due to the addition of Yilan
Plant to reduce carbon emissions
The total power generation capacity
in 2022 is 5,962,771 kWh, which is
equivalent to reducing carbon
emissions. 3,035.1 tons; In addition,
the Company cooperates with the
automatic frequency control
frequency modulation service for
energy storage required by the
Taipower electric trading platform.
In 2021, the Group has launched the
service with a capacity of 7.1MW,
which provides Taipower with
stable frequency modulation and
reduces the start-up of fuel-powered
units.
Increase the use of renewable energy
and reduce carbon emissions.
4. SOCIAL ISSUES
(1) Does the company formulate The Company recognizes and In compliance with the
appropriate management supports the spirit and principles of Sustainable
policies and procedures human rights protection disclosed Development Best
according to relevant regulations in international human rights Practice Principles
and the International Bill of conventions such as the United
Human Rights? Nations Universal Declaration of
Human Rights, and complies with
relevant labor laws and regulations
in the place where the Company is
located. We oppose any
discrimination and infringement of
human rights, such as sexual
harassment or bullying in the
workplace, and formulate relevant
human resources rules and
regulations in accordance with laws
and regulations, such as: "Measures
for Prevention and Treatment of
Sexual Harassment", "Prevention
Plan for Unlawful Infringement in
the Performance of Duties", and set
up a special telephone number and
e-mail box to provide employees
with a working environment that is
free from discrimination and
harassment.
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(2) Does the Company formulate The Company provides excellen In compliance with the
and implement reasonable workplace and generous employe Sustainable
employee welfare measures benefits, and provides employee Development Best
(including remuneration, with various benefits, such as year Practice Principles
vacation and other benefits, end bonuses, group insurance, trave
etc.), and appropriately reflect allowances, etc., so that employee
operating performance or can appropriately relax and reliev
results in employee stress, and achieve a balance betwee
remuneration? work and life; In addition, free annua
health checks are provided, and
nursing staff are arranged to visit th
company regularly to provid
consultation services, care an
protect the health of colleagues.
Paragraph 1, Article 29 of the
Company's "Articles of
Incorporation" stipulates that if the
Company makes a profit in the year,
no less than 2% shall be allocated as
employee compensation, and the
Company's operating performance
shall be appropriately reflected in
employee compensation.
Remuneration.
(3) Does the company provide The company controls the safe In compliance with the
employees with a safe and and healthy working Sustainable
healthy working environment, environment of employees. The Development Best
and regularly implement safety company improves the working Practice Principles
and health education for environment according to the
employees? characteristics of the job site,
and provides personal protective
equipment for the XRF
inspection (free radiation risk)
of the hazardous workplace, in
order to reduce the exposed
hazards to an acceptable range
and provide a safe and
comfortable working
environment.
In order for employees to quickly
respond to disasters and achieve
the purpose of disaster prevention
and reduction, regular fire
emergency response drills are held
every year to build a sound disaster
emergency response management.
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| (4) Has the Company established an effective career development training program for employees? 1.The Company attaches great importance to employee education and training and formulates an assessment and promotion system, so it has formulated the "Human Resources Control Procedures" and planned the annual education and training plan, and focused on talent cultivation and technical inheritance. 2.The Company provides diversified training resources. The training system includes new employee functional education and training, professional functional education and training, general management function training, safety and health management training, etc., providing employees with appropriate training courses at different stages of career development. In 2022, employees completed 1,681 hours of training. In compliance with the Sustainable Development Best Practice Principles |
(4) Has the Company established an effective career development training program for employees? 1.The Company attaches great importance to employee education and training and formulates an assessment and promotion system, so it has formulated the "Human Resources Control Procedures" and planned the annual education and training plan, and focused on talent cultivation and technical inheritance. 2.The Company provides diversified training resources. The training system includes new employee functional education and training, professional functional education and training, general management function training, safety and health management training, etc., providing employees with appropriate training courses at different stages of career development. In 2022, employees completed 1,681 hours of training. In compliance with the Sustainable Development Best Practice Principles |
(4) Has the Company established an effective career development training program for employees? 1.The Company attaches great importance to employee education and training and formulates an assessment and promotion system, so it has formulated the "Human Resources Control Procedures" and planned the annual education and training plan, and focused on talent cultivation and technical inheritance. 2.The Company provides diversified training resources. The training system includes new employee functional education and training, professional functional education and training, general management function training, safety and health management training, etc., providing employees with appropriate training courses at different stages of career development. In 2022, employees completed 1,681 hours of training. In compliance with the Sustainable Development Best Practice Principles |
(4) Has the Company established an effective career development training program for employees? 1.The Company attaches great importance to employee education and training and formulates an assessment and promotion system, so it has formulated the "Human Resources Control Procedures" and planned the annual education and training plan, and focused on talent cultivation and technical inheritance. 2.The Company provides diversified training resources. The training system includes new employee functional education and training, professional functional education and training, general management function training, safety and health management training, etc., providing employees with appropriate training courses at different stages of career development. In 2022, employees completed 1,681 hours of training. In compliance with the Sustainable Development Best Practice Principles |
(4) Has the Company established an effective career development training program for employees? 1.The Company attaches great importance to employee education and training and formulates an assessment and promotion system, so it has formulated the "Human Resources Control Procedures" and planned the annual education and training plan, and focused on talent cultivation and technical inheritance. 2.The Company provides diversified training resources. The training system includes new employee functional education and training, professional functional education and training, general management function training, safety and health management training, etc., providing employees with appropriate training courses at different stages of career development. In 2022, employees completed 1,681 hours of training. In compliance with the Sustainable Development Best Practice Principles |
|---|---|---|---|---|
| (5) Does the company comply with relevant laws and international standards in relation to customer health and safety, customer privacy, and marketing and labeling of products and services, and has it established relevant consumer protection policies and complaint procedures? |
| 1.The Company complies with the relevant regulations and international standards applicable to the Company's industry for products and services. Through supplier management, we ensure that supply chain products truly comply with the relevant regulations and international standards. The Company implements social and environmental responsibilities in accordance with international environmental protection laws and regulations such as RoHS and REACH. 2.The Company has also established clear procedures for product customer complaints and returns to ensure the rights and interests of customers. Related customer complaints are filed for management and tracking, and the stakeholder mailbox is disclosed on the Company's website. |
In compliance with the Sustainable Development Best Practice Principles |
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Implementation Status (Note 1) Deviations from the
Assessme Sustainable
nt Items Development Best
YE No Summary (Note 2)
Practice Principles
S
for TWSE/TPEx
Tai
Listed Companies
wa and Reasons
n Thereof
(6) Does the company have a 1. The Company has established In compliance with the
supplier management policy that the "Supplier Control Procedures", Sustainable
requires suppliers to follow including written review, on-site Development Best
relevant regulations on issues evaluation, semi-annual Practice Principles
such as environmental assessment, qualification
protection, occupational safety evaluation, etc., and conducts
and health, and labor rights, and regular or irregular audits of
suppliers, and has an annual
how is it implemented?
evaluation mechanism as a
performance evaluation.
2. The contracts between the
Company and its major suppliers
include the declaration of non-use
of environmentally hazardous
substances, the environmental
hazardous substances control table
requirements to comply with green
regulations such as RoHS and
REACH, and do not use conflict
minerals. There is a manufacturer
evaluation form, which requires that
suppliers must not violate their
corporate social responsibility
policies, and must not have a
significant impact on the
environment, society and corporate
governance.
5. Does the company reference 1. The Company's 2022 In compliance with the
internationally accepted reporting Sustainability Report is based on Sustainable
standards or guidelines, and the GRI Standards standards issued Development Best
prepare reports that disclose non- by the Global Reporting Initiative Practice Principles
financial information of the (GRI), and refers to the industry
company, such as corporate social standards of the Sustainability
responsibility reports? Do the Accounting Standards Board
(SASB) as the reporting principle.
reports above obtain assurance
from a third party verification 2. The Company's Sustainability
unit? Report has been verified by SGS
Taiwan Ltd., which confirms that
the content of the report complies
with the core options of GRI
Standards and the AA1000 Type 1
medium assurance level standards.
6. If the Company has established the corporate social responsibility principles based on the
Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies ” , please
describe any discrepancy between the Principles and their implementation: No material discrepancy
was found.
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67
-
Other important information to facilitate a better understanding of the Company
’s implementation of sustainable development: -
Promote and implement environmental protection concepts
-
Pay attention to social care and help vulnerable groups in a timely manner
-
Office air conditioning temperature control, actively promote water and electricity energy
-
conservation, set up resource classification and recycling areas, and strengthen classification publicity
-
Promote environmentally friendly tableware and reduce the use of disposable chopsticks to protect
-
your health and the environment
-
Attach importance to the physical and mental development of employees and give priority to
-
taking care of employees
-
Welfare Committee gift money for three festivals
-
Annual employee health examination and group insurance
Note 1: If Yes ” is selected for the implementation status, please specify the important policies, strategies, measures and implementation status adopted; If No ” is selected for the implementation status, please explain the differences and reasons in the field of Differences from the Code of Practice for Sustainable Development of Listed Companies and Reasons ” and explain the plans for future relevant policies and measures.
Note 2: The principle of materiality refers to those who have a significant impact on the company's investors and other stakeholders in relation to environmental, social and corporate governance issues. Note 3: For disclosure methods, please refer to the best practice reference examples on the website of the Corporate Governance Center of the Taiwan Stock Exchange.
68
(6) Implementation of ethical corporate management and deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and reasons thereof:
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Implementation Status (Note 1) Deviations from
Assessme the Corporate
nt Items Governance
YE No Abstract Illustration
Best-Practice
S
Principles for
Tai
TWSE/TPEx
wa
Listed
n Companies ”
and Reasons
1. Establishment of ethical
corporate management policies and
programs
(1) Does the company have a The Company has formulated the Compliance with
Board-approved ethical "Code of Ethical Conduct",
Ethical Corporate
corporate management policy "Procedures for Ethical
and stated in its regulations Management and Guidelines for Management Best
and external correspondence Conduct" and "Ethical Corporate Practice Principles
the ethical corporate Management Best Practice
management policy and Principles", and emphasizes the
practices, as well as the active importance of the spirit of integrity
commitment of the Board of in the work rules. The Audit Office
Directors and management is responsible for the relevant
towards enforcement of such operations and supervision of
policy? implementation, and reports to the
Board of Directors.
(2) Has the Company established a The Company has listed unethical Compliance with
risk assessment mechanism conduct in the "Procedures for Ethical Corporate
against unethical conduct, Ethical Management and Management Best
analyze and assess on a Guidelines for Conduct" and Practice Principles
regular basis business established a risk assessment
activities within its business mechanism, including: collecting
scope which are at a higher information through control
risk of being involved in methods such as the annual legal
unethical conduct, and compliance self-assessment form,
establish prevention programs qualitative interviews, and e-mail
accordingly, which shall at tracking of information units,
least include the preventive regularly analyzing, evaluating,
measures specified in and identifying those with higher
Paragraph 2, Article 7 of the risks, and implementing case
"Ethical Corporate investigation when necessary, and
Management Best Practice supplemented by the audit
Principles for TWSE/GTSM mechanism of the internal audit
Listed Companies"? unit, to formulate plans for
unethical conduct such as
preventing bribery and bribery,
providing illegal political
contributions or improper benefits,
infringing intellectual property
rights, and unfair competition, so
as to ensure that the Company's
operation complies with the
Ethical Corporate Management
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69
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----- Start of picture text -----
Best Practice Principles. Within
the scope of business activities, the
personnel of each unit of the
Company have the obligation to
cooperate with the investigation of
the legal compliance unit in the
control and management methods
of the aforementioned unethical
conduct.
(3) Does the company establish The Company's prevention Compliance with
policies to prevent unethical programs for unethical conduct in Ethical Corporate
conduct with clear statements accordance with the "Ethical Management Best
regarding relevant procedures, Corporate Management Best Practice Principles
guidelines of conduct, Practice Principles" include the
punishment for violation, rules "Code of Ethical Conduct" and
of appeal, and the "Procedures for Ethical
commitment to implement the Management and Guidelines for
policies? Conduct"; It is clearly stipulated
that no improper benefits shall be
accepted, nor any acts that violate
integrity or illegality shall be done.
It is also encouraged to report any
illegal or unethical conduct. In
addition, it is stipulated that the
importance of ethical conduct shall
be regularly promoted to directors
and employees. The
aforementioned program is based
on an evaluation mechanism for
the risk of unethical conduct.
The appropriateness and
effectiveness of the preventive
measures are regularly reviewed,
and appropriate adjustments or
improvements are made.
Amendment.
2. Implementation of Ethical
Corporate Management
(1) Does the Company evaluate The Company's "Ethical Corporate Compliance with
business partners ’ ethical Management Best Practice
Ethical Corporate
records and include ethics- Principles" stipulates that prior to
related clauses in business any commercial transactions, the Management Best
contracts? Company shall take into Practice Principles
consideration the legality of its
counterparties and whether any of
them are involved in unethical
conduct, and shall avoid any
dealings with persons so involved.
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70
| (2) Has the Company established a dedicated unit under the Board of Directors to promote ethical corporate management and regularly (at least once a year) report to the Board of Directors the implementation of the ethical corporate management policies and prevention programs against unethical conduct? |
| The Company has established the Legal Compliance Department, which is responsible for coordinating and promoting the formulation and supervision of the implementation of the integrity management policy and the prevention of dishonest behavior plan, and reporting the situation to the board of directors regularly once a year; In addition, the auditors also supervise the implementation in the daily audit, and may report to the board of directors at any time if there is any abnormality found. Implementation status for the year: (1)Formulation and review of policies related to ethical corporate management The Company ’s Code of EthicalConduct clearly prohibits employees from accepting any improper benefits or committing any act that violates integrity or laws; The above internal regulations are reviewed, adjusted and amended from time to time by the Legal Department with reference to the changes in external regulations and the implementation of internal supervision. (2)Internal and external policy promotion The Company's "Ethical Corporate Management Best Practice Principles", "Code of Ethical Conduct" and "Procedures for Ethical Management and Guidelines for Conduct" and other relevant important internal regulations have been published on the Company's website and internal website for external and company colleagues to inquire at any time. (3)Reporting channels, handling and whistleblower protection The Company has a disciplinary and appeal system for violations of the integrity management regulations, and has set up and announced employee suggestion boxes, e- mails and appeal lines in the |
Compliance with Ethical Corporate Management Best Practice Principles |
|
|---|---|---|---|---|
71
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Company's plants and on internal
and external websites to encourage
internal and external personnel to
report dishonest or improper
behavior. The Company allows
anonymous reporting, and the
identity of the whistleblower and
the content of the report will be
kept confidential, and the Audit
Office is responsible for
verification and handling; Any
breach of integrity
The Company will make appropriate
adjustments based on the severity of
the circumstances. When necessary,
the case shall be reported to the
competent authority or transferred to
judicial authorities for investigation.
(3) Does the company establish The Company's "Code of Ethical Compliance with
policies to prevent conflicts Conduct" stipulates that the Ethical Corporate
of interest and provide Company's personnel should Management Best
appropriate communication handle their business in an Practice Principles
channels, and implement it? objective and efficient manner, and
avoid using their positions in the
Company to prevent conflicts of
interest for improper benefits for
themselves, others or other
companies. In addition, the
conflict of interest channels
provided by the Company are
divided into the following
according to the subject: Directors
or independent directors shall be
the President's Office or the
Corporate Governance Officer;
The manager shall act in the legal
department; The rest of the
employees should report to the
direct supervisor and the legal unit,
and the direct supervisor should
provide appropriate guidance.
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72
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(4) Has the company established The Company has established an Compliance with
an effective accounting effective accounting system and Ethical Corporate
system and internal control internal control system, and Management Best
system for the implemented them. The internal Practice Principles
implementation of integrity auditors, based on the results of the
management, and has the assessment of the risk of unethical
internal audit unit formulated conduct, formulate an audit plan
relevant audit plans based on covering the audit target, scope,
the risk assessment of item, frequency, etc., to check the
dishonesty, and checked the compliance of the plan to prevent
compliance of the plan to unethical conduct; The audit
prevent dishonesty, or results shall be reported to the
entrusted an accountant to senior management and the
perform the audit? dedicated unit for ethical
management, and an audit report
shall be prepared and submitted to
the Board of Directors. In
addition, in order to ensure the
continuous effectiveness of the
system design and implementation,
the Company conducts annual
reviews and revisions to establish a
good corporate governance and
risk control mechanism as the
basis for evaluating the
effectiveness of the overall internal
control system and issuing an
internal control system statement.
(5) Does the company regularly The company regularly draws up Compliance with
hold internal and external and implements education and Ethical Corporate
training, the courses include
educational trainings on Management Best
corporate governance, integrity
operational integrity? Practice Principles
management, business conduct-
related laws and regulations and
other related fields; For the
"integrity management" and
"prevention of insider trading"
courses, the current directors,
managers and employees who
meet the needs or are deemed to
have attended the courses at least
once every two years, and the new
directors and managers will be
held within three months after they
are appointed. management. In
addition, the chairman of the board
of directors or the corporate
governance officer is also arranged
to communicate integrity to
directors, managers, supervisors,
etc. in the board and supervisor
meetings.
materiality.
’
3. Operation of the Company s
whistleblowing system
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73
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----- Start of picture text -----
(1) Does the company establish Compliance with
The Company has established
specific complaint and reward Ethical Corporate
internal and external reporting
procedures, set up conveniently Management Best
channels and handling principles
accessible complaint channels, Practice Principles
such as employee suggestion
and designate responsible
boxes, e-mails and appeal lines to
individuals to handle the
implement the integrity
complaint received?
management policy. The
whistleblowing case shall be
accepted by the Company's
spokesperson, personnel
supervisor or legal personnel, and
shall be investigated and handled
by the handling unit after filing the
case; Those who have been
verified to be true may provide the
whistleblower with an appropriate
award depending on the
importance
Remuneration.
(2) Has the Company established The Company has the Compliance with
standard operating procedures corresponding investigation and
Ethical Corporate
for investigating reported handling procedures according to
misconduct, follow-up the reported person and the Management Best
measures to be taken after the involved situation. In addition, the Practice Principles
investigation, and related handling of reports is carried out in
confidentiality mechanisms? a confidential manner, full
protection of whistleblowers, and
provision of relative complaint
opportunities to ensure the
legitimate rights and interests of
whistleblowers and counterparties.
If the report is verified to be true,
the accused person will be
immediately requested to stop,
make appropriate disposal, ask the
relevant unit to review and propose
improvement measures to prevent
the recurrence of the same
behavior; The legal unit will
separately review and improve the
whistleblowing matters, handling
methods and follow-up review
measures.
the Board of Directors.
(3) Does the company take The Company handles the Compliance with
measures to protect whistleblowing cases in a
Ethical Corporate
whistleblowers from being confidential manner and fully
improperly handled due to protects the whistleblowers, whose Management Best
whistleblowing? identity will be kept confidential Practice Principles
and will not be improperly handled
due to the whistleblowing; The
personnel handling the report shall
issue a written statement stating
that the identity of the whistle-
blower and the content of the
report shall be kept confidential.
4. Enhancing information disclosure
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74
| (1) Does the company disclose its ethical corporate management policies and the results of its implementation on the company ’s website andMOPS? The Company has disclosed the "Ethical Corporate Management Best Practice Principles", "Code of Ethical Conduct", and Procedures for Ethical Management and Guidelines for Conduct ”. The Companyperforms relevant internal audits and has not found any abnormality, indicating that the promotion is still effective. Compliance with Ethical Corporate Management Best Practice Principles |
|---|
| 5. If the Company has established the ethical corporate management policies based on the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies, please describe any discrepancy between the policies and their implementation. Differences in the Code of Conduct: No significant differences. |
6. Other important information to facilitate a better understanding of the company’s ethical corporate |
| management policies (e.g., review and amend its policies): |
| 1.The Company complies with the Company Act, Securities and Exchange Act, Business Entity |
| Accounting Act, Political Donations Act, Anti-Corruption Act, Government Procurement Act, Act on |
| Recusal of Public Servants Due to Conflicts of Interest, TWSE/TPEx listing rules, or other laws or |
| regulations regarding commercial activities, as the underlying basic premise to facilitate ethical corporate |
| management; The Company spares no effort in adopting high standards of compliance with |
| environmental and quality policies. |
| 2.The Company's "Rules of Procedure for Board of Directors Meetings" has a system for the avoidance |
| of directors' interests. If a director or a juristic person represented by the director is an interested party |
| with respect to any proposal for a board of director meeting, and such participation is likely to prejudice |
| the interests of the Company, the director may state his or her opinions and answer questions, and may |
| not participate in discussion or voting on the proposal and shall recuse himself or herself from the |
| discussion or the voting,and maynot exercise votingrights asproxyfor another director. |
(7) If the Company has established the Corporate Governance Best Practice Principles and related regulations, it shall disclose the inquiry method: The Company has disclosed the relevant regulations on the Market Observation Post System and the Company's website; Please download the "Corporate Governance" section on the Market Observation Post System or the "Investor Zone" on the Company's website (http://www.billion.com.tw).
(8) Other important information that is sufficient to enhance the understanding of the operation of corporate governance must be disclosed together:
The training status of the Company's relevant supervisors and agents in 2022 is as follows:
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----- Start of picture text -----
Nam Training unit Course Course
e title hours
Accounting Accounting Research Continuing Training Course for Accounting Supervisors 12 hours
Supervisor Lisa and Development of Issuers, Securities Firms, and Securities Exchanges
Su Foundation
Republic of China The competent authority requires the establishment of a 6 hours
Securities and Futures legal compliance audit for managers and personnel
Audit Supervisor
Market Development
Yu-Hui Shen
Foundation FSC
The Institute of How to adjust the internal control system to respond to 6 hours
Internal Auditors- the new ESG regulations
Chinese Taiwan
Audit agent in The Institute of Analysis of Laws and Regulations of the Board of 6 hours
charge Ting- Internal Auditors- Directors and Functional Committees (Audit and
Chun Tsai Chinese Taiwan Remuneration) and Key Points of Audit
The Institute of Discussion on audit practice of enterprise cost and value 6 hours
Internal Auditors- creation
Chinese Taiwan
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75
-
(9) The implementation status of the internal control system shall disclose the following matters:
-
Internal control system specification:
Billion Electric Co., Ltd. Internal Control System Statement
Date: 14 March 2023
Based on the findings of a self-assessment, the Company states the following with regard to its internal control system during the year 2022:
-
The Company acknowledges that the establishment, implementation and maintenance of the internal control system is the responsibility of the Board of Directors and managers of the Company, and the Company has established such system. Our internal control is a process designed to provide reasonable assurance over the effectiveness and efficiency of our operations ( including profitability, performance and safeguarding of assets), reliability, timeliness, transparency of our reporting, and compliance with applicable rulings, laws and regulations.
-
An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can provide only reasonable assurance of accomplishing its stated objectives; In addition, due to changes in the environment and circumstances, the effectiveness of the internal control system may change accordingly. However, self-supervision measures were implemented within the Company's internal control policies to facilitate immediate rectification once procedural flaws have been identified.
-
The Company evaluates the design and operating effectiveness of its internal control system based on the criteria provided in the Regulations Governing the Establishment of Internal Control Systems by Public Companies (herein below, the Regulations
”). The criteria adopted by the Regulations identify five key components of managerial internal control: (1) control environment, (2) risk assessment, (3) control activities, (4) information and communication, and (5) monitoring activities. Each component further contains several items. Please refer to the Regulations for details. -
The Company has evaluated the design and operating effectiveness of its internal control system according to the aforesaid criteria.
-
Based on the findings of such evaluation, the Company believes that, on 31 December 2022, it has maintained, in all material respects, an effective internal control system (that includes the supervision and management of our subsidiaries), to provide reasonable assurance over our operational effectiveness and efficiency, reliability, timeliness, transparency of reporting, and compliance with applicable rulings, laws and regulations.
-
This statement will become the main content of the Company's annual report and prospectus, and will be made public. Any falsehood, concealment, or other illegality in the content made public will entail legal liability under Articles 20, thirty-two, and one hundred and seventy-one and one hundred and seventy-four of the Securities and Exchange Act.
-
This statement has been approved by the Board of Directors of the Company on 14 March 2023.
All of them agreed to the contents of this statement and made this statement.
Billion Electric Co., Ltd.
Chairman:[Tim Chen ] (signature)
President:[Hong-Jheng Chen ] (signature)
76
- If a CPA has been hired to carry out a special audit of the internal control system, the CPA audit report shall be disclosed: None.
(10) For the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, disclose any sanctions imposed in accordance with the law upon the Company or its internal personnel, any sanctions imposed by the Company upon its internal personnel for violations of internal control system provisions, principal deficiencies, and the state of any efforts to make improvements: None.
(11) Material resolutions of a shareholders meeting or a board of directors meeting during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report:
1. Important resolutions and implementation of the shareholders ’ meeting:
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----- Start of picture text -----
Date Major Resolutions Implementa
tion status
1. Reportontheimplementationoftreasurystockbuyback 1. Implementedafter the approvalof the
2. Report on the non-continuation of the shareholders' meeting.
resolutions passed by the 2021 shareholders' 2. Implemented after the approval of the
meeting. shareholders' meeting.
Private placement of ordinary shares
3. Report on the distribution of remuneration to 3. Implemented after the approval of the
9 June 2022 employees and directors in 2021 shareholders' meeting.
4. Adoption of the 2021 Business Report and 4. Implemented after the approval of the
Financial Statements shareholders' meeting.
5. Recognition of 2021 Earnings Distribution The amount available for distribution in 2021 is O, so
there is no distribution to shareholders.
Dividends.
6. Approved the amendment of certain articles in 6. Implemented after the approval of the
the Articles of Incorporation shareholders ’ meeting.
7. Approved the issuance of common stocks for 7. All payments have been received on 15
cash capital increase through private placement March 2019, and all payments have been made
on 28 March 2019.
Proposal Relevant changes and announcements of
fundraising.
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2. Important resolutions of the board of directors in 2022:
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----- Start of picture text -----
Date Major Resolutions All independent directors'
opinions and
The Company's handling of
independent directors'
opinions
1. Report on the implementation of treasury 1. Opinions of Independent Directors: None.
stocks 2. The Company's actions in response to the
2. Report on the renewal of directors' liability opinions of independent directors: None.
insurance 3. Objections or reservations by independent
3.2021 Board of Directors Performance directors: None.
Evaluation Report 4. The results of the decision: all attendees
4. The Company's plan to improve its ability to agreed to pass.
prepare financial reports on its own 5. Others:
5.2021 Sustainability Report When voting on Motions 16 and 17, interested
6. Approved the 2021 business report and party Chairman Tim Chen withdrew from the
financial statements case and did not participate in the discussion
7. Approved the 2021 earnings distribution and voting, and passed the case with the
consent of all the other directors present.
proposal
8. Approved the 2021 distribution of
remuneration to employees and directors.
18 March 2022 9. Approved the Company's proposal not to
continue the private placement of common
shares approved by the 2021 shareholders'
meeting
10. Approved the issuance of common stocks
for cash capital increase through private
placement
11. Approved the participation in the cash
capital increase of the subsidiary OOOO
12. Approved the investment in a software
development company in Singapore
13. Passing the sale of solar7p7ower generation
”
equipment .
14. Approved the cancelation of endorsement
and guarantee limit for the subsidiary, OOOO
----- End of picture text -----
| Date | Major Resolutions | All independent directors' |
|---|---|---|
| opinions and | ||
| The Company's handling of | ||
| independent directors' | ||
| opinions | ||
| 3.Reporting of greenhouse gas inventory and verification schedule in the sustainable development roadmap 4.Approved the cancelation of NT $40,000,000 endorsement guarantee for the subsidiary, OOOO 5.Approved the cancelation of NT $28,500,000 endorsement guarantee for the subsidiary OOOO 6.Adopted the proposal to provide an endorsement guarantee amount for the financing needs of the subsidiary, OOOO 7.Approved the plan to sign a new credit line with OO Dihe Co., Ltd. for operational turnover needs. 8.Approved the proposal to apply to the ShangOO Savings Bank for the extension of the quota for operational turnover 9.Approved the proposal to apply to OO Bank for the extension of the quota for operational turnover 10.Passed the salary adjustment of senior executives reviewed by the Remuneration Committee. Salary |
2.The Company's actions in response to the opinions of independent directors: None. 3.Objections or reservations by independent directors: None. 4.The results of the decision: all attendees agreed to pass. 5.Others: For Motion 6, the interested party Chairman Tim Chen withdrew from the case and did not participate in the discussion and voting, and passed the case with the consent of all the other directors present. |
|
| 9 June 2022 | 1.Approved the case of providing an endorsement guarantee amount for the financing needs of the subsidiary OOOO 2.Approved the purchase of land and plants. 3.Approved the lifting of non-competition restrictions on managers |
1.Opinions of Independent Directors: None. 2.The Company's actions in response to the opinions of independent directors: None. 3.Objections or reservations by independent directors: None. 4.The results of the decision: all attendees agreed to pass. 5.Others: For Motion 1, the interested party Chairman Tim Chen withdrew from the discussion and voting to avoid conflicts of interest. Approved asproposed |
| 08 August 2022 | Consolidated financial report for the second quarter of 2022. 2. Improving the ability of self-preparation of financial reports 3.2021 Sustainability Report 4.Approved the Company's plan to sign a credit line with OO Commercial Bank to meet the operational turnover needs, and to amend part of the authorization of the Board of Directors on 11 May 2011. 5.Approved the Company's plan to sign a credit line with OO Commercial Bank for operational turnover needs. 6.Approved the Company's plan to sign a credit line with OO Commercial Bank for operational turnover needs. 7.In response to the construction and operational needs of energy storage sites, it is planned to sign a credit line contract with financial institutions for the Chiayi (OO) site. 8.Approved the cancelation of NT $80,000,000 of the company's endorsement guarantee for the subsidiary OOOO 9.Approved the case of providing an endorsement guarantee amount for the financing needs of the subsidiary 10.Approved the case of transferring the Company's shares to the Company's employees in accordance with the law |
1.Opinions of Independent Directors: None. 2.The Company's actions in response to the opinions of independent directors: None. 3.Objections or reservations by independent directors: None. 4.The results of the decision: all attendees agreed to pass. 5.Others: For Motion 9, the interested party Chairman Tim Chen withdrew from the case and did not participate in the discussion and voting, and passed the case with the consent of all the other directors present. |
78
| 11.Approved the issuance of the Board of Directors' Statement in accordance with the provisions of the Rules Governing Share Repurchase by the TWSE/TPEx Listed Companies 12.Approved the remuneration plan for senior executives reviewed by the Remuneration Committee. 13.Passed the salary of senior executives reviewed by the Remuneration Committee. Investment |
||
|---|---|---|
| 11 November 2022 | Consolidated financial report for the third quarter of 2022. 2. Report on improving the ability of self- preparation of financial reports 2021 Sustainability Report. 4.Cancelation of the original acquisition of real estate report 5.Report on the Company's sale of its subsidiary OOOO Technology Co., Ltd. 6.Approved the change of CPA 7.Approved the company's employee stock option certificate to exchange for common stock capital increase base date and related matters 8.Approved the amendment of the Company's "12th Share Repurchase Transfer Agent". Part of the provisions of the Employee Regulations ”.9. Approved the addition of the Company's "Procedures for Buying Back Treasury Shares" |
1.Opinions of Independent Directors: None. 2.The Company's actions in response to the opinions of independent directors: None. 3.Objections or reservations by independent directors: None. 4.The results of the decision: all attendees agreed to pass. 5.Others: None. |
| 16 December 2022 | 1.2022 Sustainability Report and GHG Inventory and Verification Schedule Planning Report 2.Report on reinvestment in OOOO 3.Report on reinvestment in OOOO 4.Approved the 2023 business plan and budget. 5.Proposal for the Company ’s CPA servicefee and regular assessment of the independence of the CPA 6.Approved the motion for loaning funds to the subsidiary, OOOO 7.Approval of capital loan to invest in OOOO 8.Approved the 2023 internal audit plan 9.Approved the appointment of the Company's Corporate Governance Officer 10.Approved the addition of the Company's "Corporate Governance Best Practice Principles" 11.Approval of the amendment to the "Procedures for Handling Material Inside Information". 12.Approved the addition of the Company's "Corporate Social Responsibility Committee Charter" 13.Passed the 2021 managerial officers' remuneration reviewed by the Remuneration Committee. Proposal for employees ’compensation |
1.Opinions of independent directors: Proposal 8 Independent Director Ning, Guo- Hui proposes to increase the audit of internal material information processing in 2023 2.The Company's actions in response to the opinions of independent directors: For item 8, agree the suggestion of independent directors to add audit items 3.Objections or reservations by independent directors: None. 4.The results of the decision: all attendees agreed to pass. 5.Others: For Motion 6 and 7, interested party Chairman Tim Chen withdrew from the case and did not participate in the discussion and voting, and passed the case with the consent of all the other directors present. For Motion 13, the interested parties, Chairman Tim Chen and Director Hung-Cheng Chen, withdrew from the discussion and voting of the case and passed the case with the consent of all the other directors present. |
79
| 14 March 2023 | 1.Report on the implementation of treasury stocks 2.Report on the renewal of directors' liability insurance 3.Board of Directors Performance Evaluation Report 4.Enhancing the ability to prepare financial reports on its own 2022 Sustainability Report and GHG Inventory and Verification Schedule Planning Report. 6.Report on the Group Reorganization of the Company 7.Approved the 2022 Business Report and Financial Statements 8.Approved the 2022 earnings distribution proposal 9.Approved the 2022 distribution of remuneration for employees and directors. 10.Approved the proposal of stipulating the base date and issue price of the Company's private placement of common shares 11.Approved the by-election of directors 12.Approved to release the newly elected directors from non-competition restrictions 13.Approved the matters related to the convening of the 2023 regular shareholders' meeting 14.Approved the 2022 self-evaluation report on the effectiveness of the internal control system and the issuance of the "Statement of Internal Control System". Approved the base date and related matters for the capital increase of the company's employee stock option certificate in exchange for ordinary shares. 16.Approved the sale of shares in the subsidiary OOOO 17.Approved the Company's proposal to sign a credit line with OO Commercial Bank for operational turnover needs 18.Approved the Company's proposal to sign a credit line with OO Bank for operational turnover needs 19.Approved the cash capital increase of the reinvestment subsidiary OOO Co., Ltd. 20.Approved the loan to OOOO Proposal |
1.Opinions of Independent Directors: None. 2.The Company's actions in response to the opinions of independent directors: None. 3.Objections or reservations by independent directors: None. 4.The results of the decision: all attendees agreed to pass. 5.Others: For Motion 16, 19 and 20, interested party Chairman Tim Chen withdrew from the case and did not participate in the discussion and voting, and passed the case with the consent of all the other directors present. |
|---|---|---|
80
(12) Major Issues of Record or Written Statements Made by Any Director or Supervisor Dissenting to Important Resolutions Passed by the Board of Directors: None.
(13) A summary of resignations and dismissals, during the most recent fiscal year or during ’ the current fiscal year up to the date of publication of the annual report, of the company s chairman, general manager, principal accounting officer, principal financial officer, chief internal auditor, and principal research and development officer: None.
(14) The Company
’s personnel related to financial information transparency have obtained the relevant licenses designated by the competent authority:
| Name of | Pers | |
|---|---|---|
| ons | ||
| certificati | ||
| Financial | Audi | |
| on | ||
| Accountin | t | |
| g | ||
| Basic Competency Exam for Enterprise Internal Control organized bythe Securities and Futures Institute |
0 | 1 |
| Basic Corporate Governance Competency Test organized by the Securities and Futures Institute |
0 | 1 |
81
4. Information on CPA professional fees:
Range of CPA Professional Fees (Please tick the range or fill in the amount)
| Name of accounting | Name of CPAs | Name of CPAs | Audit period | Remark |
|---|---|---|---|---|
firm |
||||
| Deloitte & Touche | Alice Huang |
Keng-Hsi Chang |
111/1/1 ~ 111/9/30 | Change of Accounti ng Firm |
| KPMG Certified Public Accountants Firm |
Astor Kou |
Hsin-Yi Kuo |
111/10/1 ~ 111/12/31 |
Note: If the Company has changed accountants or accounting firms this year, please list the audit period separately and explain the reason for the change in the remarks column.
==> picture [445 x 186] intentionally omitted <==
----- Start of picture text -----
Unit: NT $thousand
Fee Items
Audit fee Non-Audit In compliance
Amount bracket
Fee
Accounting
1 Below NT $2,000 thousand 265 265
2 NT $2,000 thousand (inclusive) ~ NT $4,000
thousand
3 NT $4,000 thousand (inclusive) ~ NT $6,000 4,195 4,195
thousand
4 NT $6,000 thousand (inclusive) ~ NT $8,000
thousand
5 NT $8,000 thousand (inclusive) ~ NT $10,000
thousand
6 Over NT $10,000 thousand (inclusive)
----- End of picture text -----
If the company has the following circumstances, it should disclose the accountant's fee:
(1) When non-audit fees paid to the certified public accountant, to the accounting firm of the certified public accountant, and/or to any affiliated enterprise of such accounting firm are one quarter or more of the audit fees paid thereto, the amounts of both audit and non-audit fees as well as details of non-audit services shall be disclosed:
Information on CPA professional fees
==> picture [445 x 224] intentionally omitted <==
----- Start of picture text -----
Unit: NT $thousand
Name Non-Audit
Name CPAAudit
of Audit fee Fee Remark
of Period
accoun CPAs System Industr Manpo Other: Sub-
ting firm Design ial and wer total
Comm Resour
ercial ce
Registr
ation
Deloitte Alice 1,870 - 45 - 220 2,135 111/1/1 ~ Direct
Huang 111/9/30 deduction
Keng-
method
Hsi
and
Chang application
for
Astor 111/10/1 ~
KPMG Kou 2,325 - - - - 2,325 repatriated
111/12/31 offshore
Hsin-
funds
Yi Kuo
----- End of picture text -----
Note 1: If the Company has replaced the CPAs or accounting firm in the current fiscal year, the audit period shall be listed separately, and the reason for replacement shall be stated in the Remark column. Information regarding the audit and non-audit fees paid shall also be disclosed in order.
82
-
Note 2: Non-audit fees shall be listed separately according to the service items. If the "other" of the non-audit fees reaches 25% of the total non-audit fees, the service content shall be listed in the remarks column.
-
(2) When the Company changes its accounting firm and the audit fees paid for the fiscal year in which such change took place are lower than those for the previous fiscal year, the amounts of the audit fees before and after the change and the reasons shall be disclosed: Not applicable.
(3) When the audit fees paid for the current fiscal year are lower than those for the previous fiscal year by 15 percent or more, the reduction in the amount of audit fees, reduction percentage, and reason (s) therefor shall be disclosed: Not applicable.
5. Change of CPA:
(I) Former CPA
| ange of CPA: (I) Former CPA |
||
|---|---|---|
| D a t e o f c h a nge |
On 11 November 2022, the Board of Directors approved the replacement startingfrom the fourthquarter of 2022. |
|
| Replacement reasons and explanations |
Change of AccountingFirm |
|
| State whether the Appointment is Terminated or Rejected by the Consignor or CPAs |
S ta tu s Parties CPA Appoin ter |
|
| Voluntary termination of appointment Alice Huang |
||
| O t h er i ss u e s ( ex cep t f o r unqua l i f i e d i ssu es ) i n t h e a u d it r e p o r t s w ith in th e l a s t t w o ye a r s |
Nil. | |
| A ny d is a g re e me n t w i t h t h e i ssu er |
Y es |
- Accounting principles or practices |
| - Disclosure of financial statements |
||
| - Audit scope or steps |
||
| - Other Other |
||
| Ni l. V. |
||
| Explanation | ||
| Other disclosure (where Article 10 Subparagraph 5, Item 1, Point 4 of th Regulations Governing Information to b Published in Annua Reports of Publi Companies shall b disclosed) |
s , e e l c e Nil. |
83
(2) Regarding the successor CPA
==> picture [455 x 555] intentionally omitted <==
----- Start of picture text -----
Direc Services Divis Name Nam KPMG Certified Public Accountants Firm
tor ion e
Meet Account Acco Name Nam Kou Be CPA
ing ing untan e nef
t its
On 11 November 2022, the Board of Directors approved the
Com Appoint Othe Date Term
mitte ment r replacement starting from the fourth quarter of 2022.
e
Mem
ber
Prior to the Formal Engagement, Any
Inquiry or Consultation on the
Nil.
Accounting Treatment or Accounting
Principles for Specific Transactions,
and the Type of Audit Opinion that
Might be Rendered on the Financial
Report
SucceedingCPA ’ swri t enopinionof
Nil.
disagreementtowardtheformeraccountant
(3) Reply of the former accountant to the provisions of Article 10.5.1 and Article 10.5.2.3 of the
Standards: Not applicable.
----- End of picture text -----
6. The Company ’ s Chairman, President, or any managerial officer in charge of finance or accounting matters has held a position at the accounting firm of its CPA or at an affiliated enterprise in the most recent year: None.
84
7. Any Transfer of Equity Interests and/or Pledge of or Change in Equity Interests (During the Most Recent Fiscal Year or During the Current Fiscal Year up to the Date of Publication of the Annual Report) by a Director, Managerial Officer, or Shareholder with a Stake of More than 10 Percent
- Changes in Shareholding of Directors, Managers and Major Shareholders
==> picture [459 x 559] intentionally omitted <==
----- Start of picture text -----
Year 2022 As of 9 April 2023
Job title Name
Number of N u m b e r o f Number of N u m b e r o f
shares held pl e dg e d shares held pl e dg e d
( D e c r e a s e s h a r e s ( D e c r e a s e s h a r e s
) ( De c r ea s e ) ( De c r ea s e
) )
Chairman Tim Chen (252,000) 0 (131,000) (1,625,000)
D i r ec t Hong-Jheng 27,000 0 18,000 0
or Chen
D i r ec t Shih-Che 25,000 0 0 0
or Chien
D i r ec t Kun-Chin 71,000 0 0 0
or Tsai
Independe Yung-Yen 0 0 0 0
nt Chen
Directors
Independe Chun-Yao Li 0 0 0 0
nt
Directors
Independe Lin Chang 0 0 0 0
nt Hua
Directors
Independe Kuo-Hui 0 0 0 0
nt Ning
Directors
President Hong-Jheng 27,000 0 18,000 0
Chen
D i r ec t Bill Chiu 15,000 0 0 0
or
Chief Shu-Mei 15,000 0 25,000 0
Financial Chang
Officer
Accountin Lisa Su 18,000 0 (18,000) 0
g Officer
Major Tim Chen (252,000) 0 (131,000) (1,625,000)
Sharehold
er
Sino-American
Major Silicon Products 0 0 15,000,000 0
Sharehold
Co., Ltd.
er
----- End of picture text -----
Note 1: Shareholders who hold more than ten (10) percent of the Company's shares shall be noted as major shareholders and listed separately. Note 2: If the counterparty of equity transfer or equity pledge is a related party, the following table should be filled in.
-
Information on equity transfer to related parties: None.
-
Information on equity pledge to related parties: None.
85
8. Information on the relationship between any of the top ten shareholders:
==> picture [48 x 12] intentionally omitted <==
----- Start of picture text -----
112 April9
----- End of picture text -----
==> picture [48 x 9] intentionally omitted <==
----- Start of picture text -----
Unit: Share
----- End of picture text -----
==> picture [488 x 654] intentionally omitted <==
----- Start of picture text -----
The names and
relationships
Shares held of the top ten
Shares Shares held by in the name shareholders
N Held spouse and of others who have a R
a minor children relationship e
m with each m
e other in ar
Financial k
Accounting
Standards
Bulletin No. 6
(Note1)
Shareh Shareh Share
Shares Shares Shar Compa Relatio
olding olding es holdin ny n
ratio Ratio g Name
Exchange Ratio
Rate
Tim Chen 17,559,971 15.29% 1,674,917 1.46% - - Li-Li S pous
Chang e s
Sino-American
15,000,000 13.06% - - - -
Silicon Products
Co., Ltd.
Li-Li Chang 1,674,917 1.46% 17,559,971 15.29% - - Tim S pous
Chen e s
JPMorgan
Chase Bank
N.A., Taipei 1,344,000 1.17% - - - - - -
Branch in
custody for
Union
Investment
Account
Shih-Che 1,065,350 0.93% - - - - - -
Chien
Wang, Ming- 1,006,000 0.88% - - - - - -
Sen
UBS Europe
in the custody
of Citibank 996,862 0.87% - - - - - -
Taiwan
SE Investment
Account
Wei-Hsien Wu 888,000 0.77% - - - - - -
Berkeley
Capital SBL
under custody 874,000 0.76% - - - - - -
of Citibank
/
Customer
Shin Kong 779,000 0.68% - - - - - -
Life Insurance
----- End of picture text -----
Note 1: The shareholders listed in the previous disclosure, including legal persons and natural persons, shall disclose their relationship with each other in accordance with the issuer's financial report preparation standards.
86
9. The total number of shares and total equity stake held in any single enterprise by the Company, its directors and managers, and any companies controlled either directly or indirectly by the Company:
Dec. 31, 2022
Unit: thousand shares; Percentage%
==> picture [489 x 532] intentionally omitted <==
----- Start of picture text -----
Directors, supervisors,
Affiliated Investment by the managers and direct General In
Company compliance
Enterprises supervisors
Investment
(note) Investments in directly or
Investment
indirectly controlled
businesses
Shareho S h ar e Shareh
S h ar es Shares Shares
lding hol di n olding
Numbers Numbers
Percent g Percent
age% P er c e age%
nt a ge
%
BEC Technologies Inc.
(Note 1) 2,294 91.76 - - 2,294 91.76
Billion Watts
Technologies Co., Ltd. 6,448 60.26 - -
(Note1)
Billion Sunpower Co.,
Ltd. (Note1) 10,000 100.00 - - 10,000 100.00
Shengwei Energy
Storage Co., Ltd. (Note1) 8,000 100.00 - - 8,000 100.00
Billion Energy Storage
Technologies Inc. - - - - - -
(Note 3)
Pacific Solar Limited
(Note 1) - 100.00 - - - 100.00
Jing-Hao Energy Co., Ltd.
(Note1) 1,041 51.00 - - 1,041 51.00
Taichuang Energy Co.,
Ltd. 100 100.00 - - 100 100.00
(Note1)
Hsia Ching Co., Ltd. (Note 2,700 5.24 - - 2,700 5.24
2)
BEC International, LLC
(Note 1) - 100.00 - - - 100.00
Avantek Systems PTE. LTD(Note 1) 270 74.99 - - 270 74.99
Shanda Energy Storage
Technology Co., Ltd. 200 100.00 - - 200 100.00
(Note 1)
Chihda Technology Co.,
Ltd. 510 51.00 - - 510 51.00
(Note1)
Shengri Energy Storage
Technologies Co., Ltd. 200 100.00 - - 200 100.00
(Note 1)
----- End of picture text -----
Note 1: The Company is a subsidiary included in the consolidated financial statements. Note 2: Affiliates in which the Company invests.
Note 3: The Company signed a share transfer contract to dispose of 100% of the shares of Shengqun Energy Storage Technology Co., Ltd. in September 2022, and the disposal was completed in October 2022.
87
Fundraising
1. Capital and Shares:
(1) Source of capital
1. Type of shares:
| 1.Type of sh | ares: | 9 April 2023 | ||
| Type of | Audit | Shares Cost |
Total | Remark |
Stock |
Outstanding shares | Un-issued Shares | Shar | |
| es | ||||
| Common shares |
114,969,311 | 135,030,689 | 250,000,000 | Listed |
2. As of the publication date of the annual
report, the formation of share capital:
==> picture [451 x 546] intentionally omitted <==
----- Start of picture text -----
report, the formation of share capital: Unit: NT $ ⁄ shares
Approved Paid-up Equipmen Note 1
Year/ Issue price CaShare pital capital t
Month
C a pital
In cr eas e
Shares Total amount Shares Total Source of d by Other Other
amou Capital A sse t s
O th e r
nt t han
C as h
or
62/3 10 600,000 6,000,000 600,000 6,000,000 Established Nil. -
6,000,000
65/8 10 720,000 7,200,000 720,000 7,200,000 Capital increase by Nil. -
cash 1,200,000
71/4 10 1,080,000 10,800,000 1,080,000 10,800,000 Capital increase by Nil. -
cash 3,600,000
74/11 10 1,728,000 17,280,000 1,728,000 17,280,000 Capital increase by Nil. 74 Jian 3 Zi No. 3897793
cash 6,480,000
78/4 10 3,600,000 36,000,000 3,600,000 36,000,000 Capital increase by Nil. Jing (78) Shang No. 122673
cash 18,720,000
79/11 10 4,320,000 43,200,000 4,320,000 43,200,000 Capital increase by Nil. Jing (80) Shang No. 103655
retained earnings
7,200,000
81/11 10 5,040,000 50,400,000 5,040,000 50,400,000 Transferred Nil. Jing Tai-Shang (1) Fa-Zi No.
7,200,000 126798
85/5 10 7,560,000 75,600,000 7,560,000 75,600,000 Capital increase by Nil. eighty-five Jian-San-Zi No. 185796
cash 25,200,000
86/10 10 15,120,000 151,200,000 15,120,000 151,200,000 Capital increase by Nil. Jing (86) Shang No. 125890
cash 75,600,000
Capital increase by
87/4 10 30,000,000 300,000,000 19,656,000 196,560,000 retained earnings Nil. Jing (87) Shang No. 110480
22,680,000
Transferred
22,680,000
Capital increase by
88/9 10 30,000,000 300,000,000 25,552,800 255,528,000 Nil. Jing (88) Shang No. 88139623
retained earnings
51,105,600
Transferred
7,862,400
Capital increase by
89/9 10 52,800,000 528,000,000 38,813,920 388,139,200 retained earnings Nil. Jing (89) Shang No. 89134648
104,611,200
Transferred
28,000,000
90/8 10 68,000,000 680,000,000 56,741,024 567,410,240 Capital increase by Nil. Jing (90) Shang No.
retained earnings 09001269890
179,271,040
91/5 10 84,000,000 840,000,000 72,234,002 722,340,020 Capital increase by Nil. (91) Tai-Cai-Zheng (I) No.
retained earnings 126448
154,929,780
92/7 10 92,000,000 920,000,000 86,197,933 861,979,330 Capital increase by Nil. Jing-Shou-Shang-Zi No.
retained earnings 09201229300
139,639,310
93/8 10 92,000,000 920,000,000 89,591,250 895,912,500 Capital increase by Nil. Jing-Shou-Shang-Zi No.
retained earnings 09301157220
33,933,170
----- End of picture text -----
88
==> picture [452 x 396] intentionally omitted <==
----- Start of picture text -----
94/8 10 92,000,000 920,000,000 91,514,326 915,143,260 Consolidated Nil. Jing-Shou-Shang-Zi No.
19,230,760 09401148210
94/8 10 107,800,000 1,078,000,000 95,950,099 959,500,990 Capital increase by Nil. Jing-Shou-Shang-Zi No.
retained earnings 09401194840
44,357,730
Capital increase by
95/9 10 107,800,000 1,078,000,000 96,215,341 962,153,410 Nil. Jing-Shou-Shang-Zi No.
retained earnings
09501216660
18,652,420
Capital reduction
16,000,000
99/3 10 107,800,000 1,078,000,000 95,620,917 956,209,170 Cancel 5,944,240 Nil. Jing-Shou-Shang-Zi No.
ed- 09901055710
99/6 10 150,000,000 1,500,000,000 95,620,917 956,209,170 Nil. Jing-Shou-Shang-Zi No.
09901120550
100/3 10 150,000,000 1,500,000,000 94,793,917 947,939,170 Cancel 8,270,000 Nil. Jing-Shou-Shang-Zi No.
ed- 10001064610
103/7 10 150,000,000 1,500,000,000 93,399,325 933,993,250 Canceled Nil. Jing-Shou-Shang-Zi No.
13,945,920 10301139440
103/9 10 150,000,000 1,500,000,000 96,667,703 966,677,030 Capital increase by Nil. Jing-Shou-Shang-Zi No.
retained earnings 10301197870
32,683,780
104/9 10 150,000,000 1,500,000,000 97,634,380 976,343,800 Surplu 9,666,770 Nil. Jing-Shou-Shang-Zi No.
s 10401197880
conver
sion
106/9 10 150,000,000 1,500,000,000 99,095,311 990,953,110 Capital increase by Nil. Jing-Shou-Shang-Zi No.
retained earnings 10601128710
14,609,310
107/10 10 150,000,000 1,500,000,000 98,856,311 988,563,110 Cancel 2,390,000 Nil. Jing-Shou-Shang-Zi No.
ed- 10701128770
110/9 10 250,000,000 2,500,000,000 98,856,311 988,563,110 Nil. Jing-Shou-Shang-Zi No.
11001163500
111/11 10 250,000,000 2,500,000,000 99,697,811 996,973,110 [Employee ] Nil. Jing-Shou-Shang-Zi No.
recognition 11101223980
8,410,000
10 250,000,000 2,500,000,000 99,868,811 998,688,110 [Employee ] Nil.
112/03 recognition Jing-Shou-Shang-Zi No.
1,715,000 11230048780
10 250,000,000 2,500,000,000 114,868,811 1,148,688,110 [150,000,000 Private ] Nil.
placement
----- End of picture text -----
3. Information relevant to the aggregate reporting policy: None.
(2) Shareholder structure
9 April 2023
| Sharehold er |
Governm ent Finance Institutio Other: Corporate Foreign institutions I ndi vi d u a l s In compliance |
Governm ent Finance Institutio Other: Corporate Foreign institutions I ndi vi d u a l s In compliance |
Governm ent Finance Institutio Other: Corporate Foreign institutions I ndi vi d u a l s In compliance |
Governm ent Finance Institutio Other: Corporate Foreign institutions I ndi vi d u a l s In compliance |
Governm ent Finance Institutio Other: Corporate Foreign institutions I ndi vi d u a l s In compliance |
Governm ent Finance Institutio Other: Corporate Foreign institutions I ndi vi d u a l s In compliance |
|---|---|---|---|---|---|---|
| structure Quantity |
Institutio ns ns entity and foreigners Accounting |
|||||
| People Numbers |
0 5 183 41 33,101 33,330 |
|||||
| Shares Held | 0 1,682,000 19,314,047 5,476,889 88,496,375 114,969,311 |
|||||
| Shareholding Ratio |
0.00% | 1.46% | 16.81% | 4.76% | 76.97% | 100.00% |
(3 ) S h a reh o l d i n g d i s tri b u ti o n
| 9April 2023 | |||
|---|---|---|---|
| Holding Shares |
Number of | Shares Held | Shareholding |
points |
shareholders | Ratio |
|
| Level 3 | |||
| 1 to 999 999 |
20,809 | 525,830 | 0.46 % |
| 1,000 to 5,000 |
10,242 | 20,109,603 | 17.49 % |
| 5,001 to 10,000 |
1,214 89 |
9,792,899 | 8.52 % |
==> picture [449 x 262] intentionally omitted <==
----- Start of picture text -----
10,001 to 15,000 323 4,167,102 3.63 %
15,001 to 20,000 243 4,590,150 3.99 %
20,001 to 30,000 189 4,859,263 4.23 %
30,001 to 40,000 78 2,771,969 2.41 %
40,001 to 50,000 51 2,352,558 2.05 %
50,001 to 100,000 100 7,006,809 6.10 %
100,001 to 200,000 42 5,702,090 4.96 %
200,001 to 400,000 18 5,139,985 4.47 %
400,001 to 600,000 7 3,503,973 3.04 %
600,001 to 800,000 4 2,871,980 2.49 %
800,001 to 1,000,000 3 2,758,862 2.40 %
1,000,001 or more 7 38,816,238 33.76 %
In compliance 33,330 114,969,311 100.00 %
Accounting
----- End of picture text -----
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(4) List of top ten shareholders
9 April 2023 Unit: Shares
==> picture [420 x 410] intentionally omitted <==
----- Start of picture text -----
Shar
Shares Shareholding
es
Held Ratio
Name of shareholder
Tim Chen 17,559,971 15.29%
Sino-American Silicon 15,000,000 13.06%
Products Inc.
Li-Li Chang 1,674,917 1.46%
JPMorgan Chase Bank N.A.,
Taipei Branch in custody for 1,344,000 1.17%
Union Investment Account
Shih-Che Chien 1,065,350 0.93%
Wang, Ming-Sen 1,006,000 0.88%
Citibank (Taiwan)
Commercial Bank is 996,862 0.87%
entrusted with the custody of
UBS Europe SE Investment
Account
Wei-Hsien Wu 888,000 0.77%
Berkeley Capital SBL under
874,000 0.76%
custody of Citibank
----- End of picture text -----
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(5) Market price, net value, earnings and dividends per share for the last two years:
Unit: Share/NT $
==> picture [406 x 480] intentionally omitted <==
----- Start of picture text -----
Year Degree Current year
Year 2021 Year 2022
up to
Line Item Project (Distributed (Distributed
March 2023
in 2022) in 2023)
31
December
Highest High 33.70 40.50 48.8
per share
Highest Low 17.05 16.55 32.55
Market
value parallel Average 23.28 22.50 41.87
per share Be f o r e 15.76 15.93 -
Net value A p p r o p r i a t i o n
(Note1) Af t e r a l l o c a t i o n - - -
per share Weighted average shares 97,567,659 98,037,908 -
Earnings EPS 0.28 0.41 -
Cash Dividend - -
per share Nil. Surplus - -
Dividend Repaym allotment
s ent From capital - - Not
After surplus applicable.
distribut
ion
Shares
Accumulated -
Undistributed Dividends
Anal Price/Earnings Ratio 83.14 54.88
ysis (Note 2)
of
Price/Dividend Ratio - -
retur
n on (Note 3)
inve Cash dividend yield (Note - -
stme 4)
nt
----- End of picture text -----
Note 1: Please fill these rows based on the number of shares that have been issued at the end of the fiscal year and the distribution plan approved at the shareholders' meeting in the subsequent fiscal year. Note 2: Price/Earnings Ratio = Average Market Price/Earnings per Share.
Note 3: Price/Dividend Ratio = Average Market Price/Cash Dividends per Share. Note 4: Cash dividend yield = cash dividend per share/average closing price per share for the year. Note 5: The 2022 earnings distribution has not yet been resolved by the 2023 shareholders' meeting.
(6) Implementation of the Company ’ s dividend policy:
Dividend policy:
The Company ’ s dividend policy is designed to meet present and future development projects and takes into consideration the investment environment, funding requirements, international or domestic competitive conditions while simultaneously meeting
92
shareholders ’ interests. The Company shall set aside share dividends at no less than 10 percent of the distributable earnings each year. However, if the accumulated distributable earnings are less than 5 percent of the Company ’ s paid-in capital, such dividends shall not be distributed. In distributing dividends and bonuses to shareholders, the proportion of cash dividends shall not be less than five percent of the total amount of dividends distributed in the current year, and the rest shall be distributed in the form of stock dividends. However, the actual distribution ratio may be adjusted according to the actual profit and operating conditions of the current year.
93
- Loss make-up for the shareholders' meeting (not yet approved by the shareholders' meeting) 2022 Earnings Distribution Table
==> picture [374 x 291] intentionally omitted <==
----- Start of picture text -----
Unit: NT $
Line Item Project Funds Net Amount
Accumulated distributable earnings at the beginning of 4,128,858
the period
Add: Remeasurement of defined benefit plan 3,182,362
recognized in retained earnings
Accumulated distributable earnings at the beginning 7,311,220
of the period after adjustment
Add: Net profit after tax in 2022 39,904,955
Su b - t ot a l 47,216,175
Less: Legal reserve (4,308,732)
Less: Reversal of special reserve (Note 1-3) 18,277,609
Accumulated distributable earnings at the end of the 61,185,052
period
Distribution items:
Shareholder dividend (NT $0.3 per share in cash) (29,387,343)
Undistributed earnings at the end of the period 31,797,709
----- End of picture text -----
(Note)
-
In accordance with Jin-Guan-Zheng-Fa-Zi Letter No. 1010012865, the translation difference on the translation of the financial statements of foreign operating institutions in the accounts of NT $-6,080,390 and the unrealized gain or loss on financial assets at fair value through other comprehensive income of NT $-41,491,876, totaling NT $-47,572,266, shall be recognized as special surplus.
-
As of 31 December 2020, the Company has set aside a total of NT $65,849,875 as special reserve.
-
In accordance with the above points 1-2, the Company should set aside additional special reserve as of 31 December 2021. NT $18,277,609.
-
The treasury shares held by the Company shall not be entitled to shareholders' equity in accordance with the law. However, if there are changes in the number of treasury shares before the distribution base date, the distribution amount per share shall be adjusted based on the shareholding ratio of the shareholders as recorded in the register of members on the distribution base date, provided that the total amount of shareholder dividends remains unchanged.
-
The distribution table is based on the 97,957,811 shares outstanding as of 28 February 2021.
Chairman:
Managers: Accounting Officer:
(7) Effect upon business performance and earnings per share of any stock dividend distribution proposed or adopted at the most recent shareholders' meeting: Not applicable.
(8) Remuneration to employees and directors:
- The percentages or ranges with respect to employee and director compensation, as set forth in the Company's Articles of Incorporation:
If the Company has gained profits within a fiscal year, no less than two percent of the profits shall be set aside for employee compensation, and the Board of Directors shall decide whether to distribute in the form of shares or in cash. Employee compensation shall be paid to employees of the Company ’ s subordinate companies who meet certain
94
criteria; The Company may allocate no more than three percent of the above-mentioned profit amount as directors' remuneration by resolution of the board of directors. The distribution of remuneration to employees and directors shall be reported to the shareholders' meeting.
However, if the Company still has accumulated losses, it shall reserve the compensation amount in advance, and then allocate employee remuneration and director remuneration in proportion to the preceding paragraph.
If there is a surplus in the Company's annual final accounts, after paying taxes and making up for the accumulated losses in accordance with the law, 10% will be allocated as the statutory surplus reserve, but when the statutory surplus reserve has reached the paid-in capital of the Company, it may not be allocated, and the rest will be allocated or reversed as a special surplus reserve in accordance with the provisions of the law; If there is any remaining balance, together with the accumulated undistributed earnings, the Board of Directors shall prepare a proposal for the distribution of earnings and submit it to the shareholders' meeting for resolution on the distribution of dividends to shareholders.
-
The basis for estimating the amount of employee, director, and supervisor compensation, and the basis for calculating the number of shares to be distributed as employee compensation. The accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period:
-
(1) The basis for estimating the amount of employee and director compensation for the current period: Please refer to (VI) 1. Description of the Company's dividend policy.
-
(2) The basis for calculating the number of shares to be distributed as stock dividends for the current period: The Company did not distribute stock dividends in the current period, so it is not applicable.
-
(3) The accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period:
-
If there is a significant change in the amount of distribution resolved by the Board of Directors, the change is adjusted to the original annual expense. If there is still a change in the amount on the date of the resolution of the shareholders' meeting, the change is treated as a change in accounting estimates and will be adjusted and recorded in the year of the resolution of the shareholders' meeting.
-
Remuneration to be distributed as approved by the Board of Directors: As resolved by the Board of Directors on 18 March 2022, the Company will make up for losses at the end of the period, so no employee compensation and director compensation were distributed.
-
The actual distribution of employee, director, and supervisor compensation for the previous fiscal year (with an indication of the number of shares, monetary amount, and stock price, of the shares distributed), and, if there is any discrepancy between the actual distribution and the recognized employee, director, or supervisor compensation, additionally the discrepancy, cause, and how it is treated:
-
(1) The Company's 2021 earnings used to distribute employee bonuses and directors' remuneration:
Unit: NT $
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----- Start of picture text -----
Year
2021
Resolutions of Original
Differenc Reasons
Shareholders approved by e for
’ Meeting the Board of differences
Actual Directors
distributed Proposed
amount allotment
1. Distribution
----- End of picture text -----
95
(2)
| 1. Employee cash bonus 2. Dividends to Shareholders 3. Remuneration of Directors |
2,577,000 2,577,000 0 0 0 0 486,000 486,0000 0 |
|---|---|
There is no difference between the above amount and the actual allotment of employee bonuses and directors' remuneration recognized.
(9) Share repurchases:
==> picture [420 x 373] intentionally omitted <==
----- Start of picture text -----
Buy Redemption 10thmeeting 11th 12thmeeting
Term times
Buy Redemption Transfer of shares Transfer of shares to Transfer of shares
to employees employees to employees
Project Name
209/12/29 ~ 110/6/22 ~ 10 August 2010 ~
Buy Redemption
Term Period 110/2/1 110/8/9 Sep. 28, 111
Price range NT $19.02 NT $23.12 NT $18.94
Common shares Common shares Common shares
Type and quantity of
1,200,000 shares 800,000 shares of 168,000 shares of
shares bought back
of common stock common stock common stock
Amount of shares bought TWD TWD TWD
NT $22,822,074 NT $18,492,041 NT $3,181,498
back
Ratio of the number of shares
bought back to the planned 100% 100% 8.4 %
number of shares to be bought
back (%)
(1) 962,000 shares
Not yet Not yet
to employees
N u m b e r o f s h a r e s (2) 15,000 shares to transferred transferred
c a n c e l e d a n d employees
t r a n s f e r r e d (3) 112/3/17 for
transfer to employees
25,000 shares
Accumulated number of
1,200,000 shares 2,000,000 shares 1,191,000 shares
company shares held
of common stock of common stock of common stock
The cumulative number of shares
held by the Company accounted 1.21% 2.02% 1.20%
for
Ratio (%)
----- End of picture text -----
96
2.Issuance of corporate bonds
(includingoverseas corporate bonds): None.
3. Preferred Shares: None.
4. Participation in the issuance of overseas depositary receipts: None.
5. Employee Stock Options:
==> picture [441 x 429] intentionally omitted <==
----- Start of picture text -----
9 April 2023
First (batch) The second time The third time
Type of employee stock warrants Employee stock (period) (period)
(Note 2) option Employee stock Employee stock
(note5) options options
(note5) (note 5)
Effective date of application 6 August 2020 6 August 2020 6 August 2020
Date of issue (Note 4) 10 August 2020 26 March 2021 18 June 2021
Number of units issued 2,559 units 130 units Unit 111
Ratio of subscribed shares issued to
2.59% 0.13% 0.11%
total shares issued
Ratio
Option Duration 5 years 5 years 5 years
Exercise method (Note 3) Issue new shares Issue new shares Issue new
shares
After 2 years/50% subscription ratio
Restricted subscription period and After 3 years/75% subscription ratio
ratio (%) After 4 years/100% subscription ratio
Number of shares acquired 1,058 units 55 units 0
Amount of executed subscriptions NT NT $1,289,750 0
$133,308,000
Number of shares that have not been 1,051 units 75 units Unit 111
subscribed
Subscription price per share of the NT $12.60 NT $23.45 NT $22.65
unsubscribed shares
Proportion of unsubscribed shares
0.91% 0.07% 0.10%
Percentage of total issued shares (%)
- - -
Impact on shareholders' equity
----- End of picture text -----
Note 1: The handling of employee stock option certificates includes publicly offered and privately offered employee stock option certificates. Publicly offered employee stock option certificates refer to those that have become effective by the Association; The private placement of employee stock warrants in progress refers to those that have been approved by the shareholders' meeting.
Note 2: The number of fields depends on the actual number of transactions.
Note 3: Specify the delivery of issued shares or the issuance of new shares.
Note 4: If the issuance (processing) date is different,
it should be listed separately. Note 5: Private placement shall be indicated in a clear manner.
6. Issuance of New Restricted Employee Shares: None.
7. Status of New Share Issuance in Connection with Mergers and Acquisitions: None.
8. Implementation of fund utilization plan: Please refer to page 137.
97
V. Business Overview
1. Business Activities
(1) Business Scope
1. The business content of the Company includes:
-
(1) Design, manufacture and sales of electronic components and related electronic products.
-
(2) Design, manufacture and sales of computers, computer peripherals and computer software applications.
-
(3) xDSL, G.fast, FTTH (Fiber to the Home) and LTE/5G indoor and outdoor broadband terminal equipment, as well as the design, manufacturing and sales of industrial and automotive routers.
-
(4) Acting as an agent for foreign manufacturers in the
preceding related product quotation, tender and distribution
business. (5) General import and export trade business (except
licensing).
-
(6) Sales of solar professional inverters.
-
(7) Development and introduction of integrated solar monitoring system.
-
(8) Energy storage container assembly plant-Provide energy storage products and OEM services.
-
(9) Energy storage system integration service (SI) -design planning/construction of modems/one-stop operation and maintenance. (10) Maintenance and construction of solar energy and energy storage system.
2. Business
proportio
Unit: NT $thousand; Percentage%
n
98
==> picture [374 x 166] intentionally omitted <==
----- Start of picture text -----
Production Products Revenue in 2022 Business
Type proportion
Electricity Source 186,152 15.37
Production Products
Communication Information 385,885 31.85
Production
Products
Renewable energy ( including 639,381 52.78
electricity sales)
In compliance 1,211,418 100.00
Accounting
----- End of picture text -----
3. Current products (services) of the Company
-
(1) Power supply and adapter
-
(2) LED driver
-
(3) xDSL Router, IAD
-
(4) P2P (Active Ethernet) Fiber Router/Gateway
-
(5) LTE/5G terminal access equipment, industrial and vehicle routers
-
(6) Solar energy management solution
-
(7) Solar power plant energy management system and monitoring system
-
(8) Inverter and optimizer products
-
(9) Energy Storage System energy storage system products
-
(10) Maintenance services for solar power plants
-
(11) Energy storage system integration service (SI) -design planning/construction of modems/onestop operation and maintenance.
-
(12) Energy storage container assembly plant-Provide energy storage products and OEM services.
4. New products (services) to be developed
- (1) Developed xDSL/G.fast access equipment that meets the needs of Triple Play (data, voice, and video).
(2) Development of LTE/5G integrated WiFi 4/5/6 (802.11n/ac/ax) and VoIP broadband routers.
(3) LTE/5G terminal access equipment, industrial and vehicle routers.
(4) Customized power supply products.
-
(5) Power supply for industrial control and medical regulation.
-
(6) Power adapters that comply with the latest QC and PD specifications.
(7) Research and develop renewable energy intelligent monitoring system software and hardware
(8) Large-scale energy storage system and optical storage system.
-
(9) Battery storage cabinet.
-
(10) EV charging piles.
(2) Industry Overview
1. Industry status and development
A. Power supply products
The application of power supply is the largest in information, communication and consumer electronic products, followed by industrial products and medical instruments. Its main function is to provide "high efficiency, high security and reliability" power supply for electronic products or machinery and equipment. In recent years, due to the global warming problem, the requirements of environmental protection and high
99
efficiency are increasing with the introduction of relevant regulations in the European Union and the United States, and the market demand is also increasing. With the continuous expansion of information and communication products, the global power supply market maintains stable growth.
The market for LED lights is expanding due to the increasing penetration of the market and the increasing demand for drivers, which is in line with the trend of energy saving, long life and no mercury.
- B、Network communication products
The CAGR (compound annual growth rate) of 4 G LTE/5 G NR fixed wireless access equipment from 2023 to 2030 is as high as 39.9%, and will reach USD 343,000,000,000. With the increasing coverage of 5G networks in various countries, the key equipment for laying 5G last mile is regarded as a weapon for telecom companies to seize the broadband market by taking advantage of the low deployment cost of 5 G FWA, convenient installation, and large base station coverage for service provision.
In addition, 5G has the characteristics of large bandwidth (eMBB), Dalian (mMTC), and ultra-low latency (URLLC), and 5G applications are also increasing day by day. In addition to the network demand in rural areas, applications related to smart transportation, public safety, and industrial IoT are becoming more and more extensive.
- C. Solar energy and energy storage
The original goal of Taiwan's energy policy in 2025 is that renewable energy will account for 20%. However, due to economic growth, the return of Taiwanese businessmen, and the demand for semiconductor plant expansion, the power consumption will increase significantly, so the proportion of renewable energy will only account for 15.2%. The government's energy policy was originally planned that renewable energy will account for 20%, gas 50%, and coal 30% in 2025. The energy transformation policy was originally planned to have 20GW of photovoltaic power and 5.6GW of offshore power installed capacity in 2025, which will be the same as the goal of completion by the end of 2025.
According to Taipower's current auxiliary service capacity planning by 2025, the terms for large power users, and other related According to the forecast of the development policy, the scale of Taiwan's energy storage market will begin to grow significantly in 2023, and the cumulative capacity will exceed 1GW/3GWh by 2025. From 2026 to 2030, with the increase in the proportion of renewable energy power generation and the fermentation of environmental factors such as the price reduction of energy storage equipment, the energy storage market will enter an explosion period, and it is optimistic that the cumulative scale of energy storage will grow rapidly from about 3GWh to 20GWh in 2030. It is estimated that as much as 90% of Taiwan's energy storage is a pre-table market, and the application ratio of optical + storage has the opportunity to reach 50%.
According to the TrendForce Green Energy Research (EnergyTrend) survey, the configuration of centralized energy power generation towards smart distributed power grids has become an inevitable trend of smart cities in the future. The global large-scale energy storage (BESS) capacity will reach 3.2GWh in 2020, and the compound annual growth rate will reach 22% from 2019 to 2024.
- Association between upstream, midstream and downstream industries A. Power supply and energy management products
| Up Downstream |
Medium Downstream |
Lower Downstream |
|
|---|---|---|---|
100
| PCB Manufacturing Active Components Manufacturing (Semiconductor IC) Passive Components Manufacturing |
Transformer and power supply design and manufacturing |
Computer information and peripheral equipment Communication and electronics Consumer electronics industry Medical |
|---|---|---|
| (Resistor, transistor, etc.) Magnetic component manufacturing (Transformers, filters, etc.) |
equipment Manufacturers of industrial electronic equipment, military, aerospace industrial equipment lamps System integrators |
|
| Wire and Cable | ||
| Industry |
B、Network communication products
==> picture [379 x 33] intentionally omitted <==
----- Start of picture text -----
Up Medium Lower
Downstream Downstream Downstream
----- End of picture text -----
| Network communicationproducts | Network communicationproducts | Network communicationproducts |
|---|---|---|
| Up Downstream Medium Downstream Lower Downstream |
||
| Key technology R & D and design (Software and hardware) Active Components Manufacturing (Communication chipset) Manufacture of passive components (resistors, capacitors, etc.) Manufacture of magnetic components (transformers, etc.) PCB manufacturing |
xDSL, G.fast, FTTH, LTE/5G and other network communication product design and manufacturing |
Distributor (Agents, distributors, etc.) Network system integration industry Network communication service industry Telecommunicati ons company |
3. Future development trend of products (1) Product diversification
Power supplies are indispensable electronic components in computers, household electronic products and various electronic products. As the vigorous development of the downstream electronics, computer and communication industries is bound to bring electronic products to another peak consumption, the future development of power supplies still has potential, but the power supplies used in different electronic products will develop towards more diversified development. In terms of network communication products, in addition to indoor, outdoor and automotive products, wireless broadband network (LTE/5G) products, we are more actively developing industrial and power vertical market application products. Adding high threshold, high value-added niche markets, and continue to innovate.
101
-
(2) Technology upgrade trend
-
Maintaining product competition is the only way to continuously improve R & D technology and continuously strengthen product functions. The improvement of technology and product functions relies on actively cultivating technical talents, then develop new technologies, and strengthen the ability to develop and design high valueadded products to meet the market possibility of rapid product innovation and customer expectations for high quality standards.
-
(3) Cost reduction trend
There are many domestic manufacturers of power supply and network access related products, and various manufacturers have invested a lot of funds to expand production capacity, and even gradually transferred production lines to mainland China or the ASEAN in order to reduce costs and maintain competitive advantages. A continuous decline in prices is an inevitable trend. How to reduce costs and maintain gross profits is an important issue in the power supply and network communication industry at present.
- (4) Energy management related technology investment and product development Billion Watts Technologies currently has three major product projects: sales of professional inverters, development and introduction of integrated monitoring systems, construction of energy storage systems, and construction of maintenance and engineering systems. In terms of the sales of the first inverter, since the second quarter of 2020, it has been converted into SolarEdge inverter and optimizer products that are purchased and sold by itself. Up to now, the total number of SolarEdge projects on the line is about 125MWp. The latest M1600 power optimizer is suitable for all 400W (inclusive) singlesided and double-glass double-sided power generation modules. It is characteristic to provide 2 groups of 2 module series input ends, each input end supports DC power input 900W, and 2 groups of MPPT total 1800W exclusive design. In the second half of 2021, a total of 77.52MW of Tainan Qigu and 30MW of Pingtung Fangliao were shipped; Customers who use SolarEdge for large power users, including China Ecotek Corporation 12MW and Tung Ho Steel Corporation 20MW, emphasizing optoelectronic safety and 20-year warranty and maintenance.
In the development and expansion of the second monitoring system, Pixel View also integrates the deep ultra-high voltage SCADA monitoring foundation of the shareholder, Qishuo Technology Co., Ltd., to provide a large solar energy site (with a capacity of 20MW and above the transmission level), which must be connected to the ultra-high voltage system (such as 69kV, 161kV, etc.) SCADA system. At present, the SCADA project that is being closed includes 77.52MW of Tainan Qigu, 20MW of Tainan Qianyao, and 40MW of Pingtung Gaoshu. Medium voltage 11.4 kV & 22.8kV The newly launched SG6400NZL passed the Taipower DREAMS DNP 3.0 hardware certification. In January 2022, Pixel View officially passed the DREAMS software certification, becoming the first hardware and software in Taiwan that passed the test. Under 11.4kV on the low pressure side, the Company will undertake 350 sessions of Sunshine Lake Island and 24 sessions of enterprise comprehensive monitoring and rectification in Shinfox, and will appoint Billion Watts as the monitoring partner to continue to expand the market share of Pixel View in Taiwan.
The third one is the construction of the energy storage system. At present, the first energy storage system of 2.5MW/1.65MWh used SolarEdge Kokam battery cabinet and TECO Anhua PCS has been completed. The Company first bids on the Taipower trading platform of 1.1MW, and with the self-developed EMS system, participates in the dReg 0.5 bidding of
102
Taipower's "Day-Ahead Auxiliary Service Market"; Launched one-stop products and services in the market, from 20-foot, 30-foot, and 40-foot energy storage containers, energy storage converters (PCS), battery management systems (BMS), energy management systems (EMS), EPC construction contracts, as well as O & M maintenance and Bidding bidding platform, providing distribution-grade (11.4 kV & 22.8kV) and transmission-grade (69 kV & 161kV), nearly 50MW orders to be built across dReg 0.25, dReg 0.5, and E-dReg, with a 0.5-1C discharge and a battery warranty of 10 years, combined with major renewable energy investors, to expand the scale of energy storage in Taiwan with the goal of 20-50MW each year.
The fourth item is the maintenance, operation, and engineering system. There are 6 colleagues in Billion Watts considering the license of the first electricity trader of Taiwan Power Company. In addition to bidding on behalf of customers and qualified as an agent for polymerization businesses, the Company also equipped with 15 licensed professionals, including Level B solar technician, mechanical and electrical equipment, labor safety and roof operators, set up service bases in Nanzi District, Kaohsiung and Longde District, Yilan, after the Taipei and Yunlin direct operation engineering service offices, to deepen the after-sales technical service capabilities of professional solar photovoltaic and energy storage equipment service providers, with an average daily energy storage efficiency of 75%-85% and SBSPM < = 95%. With the special services of professional insurance and financing integration services, continuous and passive operating income is driven every year.
(5) Competition
-
A. Power and Energy Management Business
-
(a) Power supply and LED driver
Our competitors are mainly from Taiwan and China, such as FSP, Lite-On, Delta, Phihong, Mean, Infinite, Mao Shuo, etc.
-
(b) Renewable energy software and hardware and energy storage equipment
-
Completed the artificial intelligence diagnostic system for solar power plant equipment, and the integrated system test is in progress.
-
Taipower completed the Dream system certification, and is waiting to log in to a qualified manufacturer by Taipower.
-
Medium and high voltage equipment integration ongoing (atmospheric thermometers, wind directions, and dry joints), the integration is nearly 85%. 4. Web Service provides a third-party data integration system.
B、Network communication business
(a) xDSL products
Broadband products competitors, due to market growth, can still occupy a place as long as the products are well-positioned. In the past few years, faced with the saturation of wired broadband demand and the competitive challenge of wireless broadband, in order to maintain the competitive advantage, xDSL and LTE/5G integrated products are necessary, and the Company will continue to launch this type of new product.
(b) LTE products
The 3550-3700 MHz band was originally provided for US military and satellite use. In order to open the band for commercial use, the FCC defined the band as CBRS B48, 5 G NR n48. September 2022 Launched North America's first BEC AirConnect ® 8231 outdoor 5G router certified by FCC Part 96 CBRS and OnGo ® , which can be applied to various fixed wireless access (FWA) markets, and provide
103
users with a broadband experience that surpasses competitors to provide extremely high data speed, lower latency, broader coverage and larger network capacity.
(c) 5G Products
-
5 G Sub-6GHz indoor router 8112V is the latest 5G module and supports Gigabit Ethernet interface and Wi-Fi 5 (802.11ac) wireless local area network. We also launched 5 G Sub-6GHz outdoor router 8232, which can support both LTE and 5G wireless communication technologies (EN-DC) at the same time, to provide higherspeed fixed wireless broadband access (FWA) functions and meet the network speed requirements of more applications. In terms of millimeter wave (5 G mmWave) outdoor routers, 8243 uses high-power millimeter wave phase array antennas to provide long-distance transmission. 8243 supports 2.5 Gigabit Ethernet interface for high-speed millimeter wave transmission, and samples are being tested with North American wireless service providers.
-
(d) M2M products
In the industrial market, we provide solutions for various applications, and launch M600-M12-FA 5G. For the M12 and FAKRA-connector 5 G NR routers in the European vehicle-mounted market, they can be installed correctly in any environment, and with smart Ignition sense power detection function to ensure that the battery operation is secure. Equipped with strong metal casings, wide temperature, wide power input, smart Ignition sense, dual SIM card backup, 5G, or dual LTE, NBIoT/M1 modules, plus Wi-Fi hotspots, network ports, serial ports (RS232/RS-485) Diversified interface design. Support VPN, NAT, Firewall, Modbus/TCP, Failover/Failback backup technology, combined with BECentral remote equipment management platform, to provide 5G/LTE routers with high reliability, high availability and high connection speed, which are used in smart transportation and public safety, including smart busses, police vehicles, fire trucks, and gateway signs control, etc. Industrial applications in the remote monitoring market, such as installation in river gates, power equipment, smart agriculture, natural gas equipment monitoring, use of 5G/LTE networks to transmit remote monitoring information/video back to the central control center to overcome the restriction of outdoor long-distance data transmission. Enhance market competitiveness.
(3) Technology and R & D Overview
- Research and development expenses in the last two years
| Unit: NT$thousand | |||
|---|---|---|---|
| Year | Net operating | Research and | Percentage% |
revenue |
development | ||
| expenses | |||
| Year 2021 | 1,048,947 | 92,872 | 8.85% |
| Year 2022 | 1,211,418 | 86,540 | 7.14% |
104
2. Successfully developed technologies or products in the last five years
| Billion Electronic cooperates with wireless and networking solution providers in Canada to launch V/ADSL2 + router series-BiPAC 8700 NEXL R3 and 8700 VNXL. The BiPAC 8700 series has passed the V/ADSL2 + modem test of Bell Telecom Canada and successfully obtained certification. Billion Electronic’s BiPAC 8200 AXL-1200 successfully integrates the high- speed modules (CAT11 and CAT12) of multiple global IoT&M2M wireless solution providers, and the download rate can reach 600 Mpbs. It can also integrate specific transmitters through the USB interface and have the same performance as 4 G LTE using the unlicensed spectrum 5GHz. MX-100U obtained Verizon certification; MX-230 obtained Verizon Cat. M1 certification; 4700AZ and MX-210NP received Sprint and AT&T certifications,respectively. |
e e k |
|
|---|---|---|
| Year | ||
| 2018 | ||
| MX-200Ae received Verizon certification. Received North America's first FCC Part 96 CBSD certification for the 6900 CBRS model. Launched high-availability LTE broadband connectivity, dual WAN failover/recovery and GPS real-time location tracking industrial control/vehicle router-M120N. Launched BiPAC 8200AX/8200ATAL for professional users to create firmware that can develop, add or modify devices, and support open source (OpenWrt) routers. Combined with the market demand for mobile communication and Wi-F application, the Company developed and designed M600-PT vehicle-mounted and public safety router for vehicle-mounted. The Ethernet interface of th equipment is changed to M12 connector, which can ensure strong and stabl connection. It is planned that the product will pass the vehicle E-Mar certification and the ITxPT professional certification. Entered the manufacturing and sales of battery energy storage cabinet in November. |
||
| Year | ||
| 2019 | ||
| Billion Electronic introduces the BiPAC 121P, a three-card single-standby VPN router with flexible multi-SIM or multi-WAN failover options for uninterrupted Conductor-BiPAC 8206AZ. internet services between mobile operators. Billion Electronic launched the first onGoTM certified LTE CPE-CBSD (public wireless broadband access device) ODU-6900 R21G in North America. Billion Electronic launched the integrated EWAN, LTE and V/ADSL2 + and synchronous dual-band wireless access transmission. Equipped with a SIM card slot to connect the cutting-edge LTE mobile network designed for SOHO and home use |
||
| Year | ||
| 2020 | ||
| Launched a more complete product series to meet the needs of various CBRS s, including MX-241NP, an indoor LTE-A Cat. 4 router with excellent product functions, and 7000 R28/R26, an outdoor LTE-A Pro 15/Cat. 18 CBR router with high-speed connection. Launched the 5 G Sub-6GHz indoor router 5500A, which adopts the latest 5G modules and supports Gigabit Ethernet interface and Wi-Fi 5 wireless local network. 5 G Sub-6GHz outdoor router 5700 can support both LTE and 5G wireless communication technologies at the same time to provide higher-speed fixed wireless broadband (FWB) access Therefore,there is agrowingdemand for network speed. |
||
| Year | ||
| 2021 | ||
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-
Launched the BEC MX-200 PL9 high-level industrial router, an industrial grade router with high performance and fast connectivity designed to provide reliable and secure connections between various M2M/IoT and devices in industrial communication applications, designed for limited installation space With two Ethernet interfaces, it has configurable LAN/WAN options and a RS-232 serial interface. It can be connected to serial devices, active GPS and enterprise-leve functions through IP, such as advanced security mechanism, service quality (QoS) SPI firewall, integrated VPN, automatic failover, which can achieve borderles normal operation time and network redundancy. It is managed by BEC cloud
-
Year 2022 based equipment management platform BECentral
®to expand visibility and maximize deployment efficiency. -
Launched North America's first BEC AirConnect
®8231 outdoor 5G route certified by FCC Part 96 CBRS and OnGo®, which can be applied to variou fixed wireless access (FWA) markets, and provide users with a broadband experience that surpasses competitors to provide extremely high data speed lower latency, wider coverage and larger network capacity. -
Launched M600-M12-FA 5G, a 5 G NR router with M12 and FAKRA joints for the European vehicle-mounted market, with M12 strong anti-vibration design, which can stably connect to the vehicle equipment, and the FAKRA connector design of 5G/Wi-Fi/GPS. The field personnel can correctly install in any environment, combined with 5G high bandwidth, low latency characteristics, and high-speed transmission of vehicle information. Smart Ignition Sensing power detection function to ensure the operation of vehicle batteries.
(4) Long-term and short-term business development plans
- Short-term
development plan A. Marketing strategy:
-
(1) Standardize and serialize power supply products to provide samples in the shortest time to win orders and ship them in the shortest time.
-
(2) Launched more powerful V/ADSL2 +, 5G/LTE broadband products integrated with 802.11n/ac/ax and VoIP, continued to expand the global market, and increased market share through software functions and remote management systems.
-
(3) Launch LTE/5G products to deepen cooperation with operators and system integrators.
(4) Actively develop large ODM customers.
(5) Actively develop customers and strategic partners in the industry to accelerate the development of business and brand awareness. (6) Continue to penetrate into the solar energy market and provide professional equipment and services to EPC and power plant investors. (7) Continue to provide energy storage and solar energy solutions and invest in solar power plants and energy storage power stations.
(8) Continue to provide professional integration and diversified energy solutions, including one-
stop service of engineering construction, operation and maintenance.
- B、Production policy:
Introduce competitive price suppliers and improve the production line efficiency of power supply and xDSL and wireless broadband products.
- C、Product development direction:
(1) Development and certification of environmentalfriendly and high-efficiency power supply. (2) Seek strategic alliance partners to make power products more diversified.
(3) Continue to develop xDSL, FTTH, G.fast and other network access equipment.
- (4) Development of 5G wireless broadband and networking products integrated with WiFi and
106
VoIP.
- (5) Developed 5G/LTE wireless broadband communication routers for industrial applications, power applications and vehicle applications.
- (6) Developed and integrated 5 G FWB access devices.
- (7) For renewable energy products, we will continue to develop integrated products with software and hardware integration, combining inverters, energy storage systems, and smart management systems to achieve the role of a professional supplier service provider for all-round renewable energy power plants.
-
D 、Enhance the development of information system: The ERP system adopted by the Company has achieved considerable results, and the electronic sign-off system has also been introduced, which will enable more implementation of the support management of each branch and logistics, and more timely information. With the establishment of the new business model of network security gateway, an information platform for product upgrade and customer after-sales service will be actively established.
-
E、Improvement of the Company's constitution: The Company has established relevant internal control and internal audit systems, strengthened internal control and financial constitution, strengthened operational management capabilities, and continued to cultivate and recruit outstanding talents to help the Company improve its operating performance.
-
Long-term development plan
-
(1) Alliance with strategic partners or even merger to accelerate growth and achieve synergy.
-
(2) Strengthen technology R & D and product competition to stay in Taiwan.
-
(3) Internationalization and customization of products and marketing.
-
(4) Overseas operations to diversify operating risks and reduce operating costs. (5) Maintain stable revenue growth and gross profit margin, and operate with a low debt ratio. (6) Do not blindly sprint performance and falsely increase revenue, and focus on actual profitability.
-
(7) For specific technologies in specific markets, the Company will deepen technology research and establish products with its own technologies to create differentiation and increase gross profit margins.
-
(8) Develop self-owned and distributed products to establish a brand image as an international crossborder company.
-
(9) Assist enterprises who are willing to reduce carbon emissions and comply with ESG regulations, design and plan their zero carbon emissions paths.
-
(10) Build a one-stop renewable energy as a service company across Asia, spanning optoelectronics, energy storage, and smart grid.
-
(11) Grasp the key strategic opportunities of the "2050 Net Zero Emissions Roadmap" to develop the markets for products and services in professional fields such as power systems and energy storage, regional power grids, power supply for resale, and AI analysis.
2. Market and Sales Overview
(1) Market analysis
Sales Region of Main Products
| Unit: NT$thousand | ||
|---|---|---|
| ﹨ Year | Year 2021 | Year 2022 |
| Domestic sales revenue | 449,269 | 746,546 |
| Export sales revenue | 599,678 | 464,872 |
| America | 493,859 | 363,216 |
| Asia | 67,039 | 71,732 |
107
| Europe | 26,622 | 20,003 |
|---|---|---|
| Other regions | 12,158 | 9,921 |
| Net operatingrevenue | 1,048,947 | 1,211,418 |
-
Future supply and demand and growth of the market A. Market demand
-
(1) Power supply is necessary for power electronic products, it belongs to diversified products and has a wide range of applications. Safety The applications of global power supply products are the most for information appliances. With the improvement of the efficiency of electronic components, products are becoming smaller, lighter and more stable.
-
(2) The demand for VDSL2/G.fast equipment continues to maintain a certain momentum under the new generation of broadband services provided by telecom companies in various countries, especially in Asia (Japan, South Korea, Taiwan), the United States and Europe. VDSL2/G.fast Router and IAD mainstream products, Internet high-speed data voice and video capture, application is the main demand.
-
(3) FTTH Product
- With the increasing demand for broadband, users need greater bandwidth. The bandwidth of FTTH services can meet the needs of future users and provide faster and higher bandwidth Internet services. In addition to the adoption of GPON/EPON technology in some countries, some countries have also adopted P2P (Point-to-Point,) technology. Active Ethernet technology.
-
(4) 5 G NR products
In response to the gradual popularization of 5 G NR network construction and the breakthrough of mobile broadband technology, many regions around the world have gradually adopted 5 G Router as the connection network for access and Internet of Things, which is estimated to have a high growth rate every year.
- (5) Renewable energy products
In response to the demand for renewable energy and the supply management of green electricity, Taiwan is still actively constructing renewable energy power plants. This part of the demand is still strong. The Company will further move towards professional system integration. It is estimated that there will be multiple growth in the future in the inverter and energy storage system and its integration demand.
B Market Supply
-
(1) The market segmentation of power supply is quite obvious, and ODM power accounts for about eighty percent. As customers constantly request price reductions to maintain market share, product unit prices and profit margins have been squeezed, and market competition has been completely based on prices/costs. Therefore, the Company strengthens cooperation with local suppliers in mainland China to reduce costs.
-
(2) The broadband market will continue to be highly competitive in the next few years, not only with a large number of system providers, but also with fierce competition from upstream chip suppliers. Therefore, manufacturers need to differentiate their products to increase the added value of their products and avoid vicious price competition.
108
-
Advantages and disadvantages of competitive niche and development prospects and countermeasures A. Advantages
-
Power supply, LED motor:
-
(1) The Company has 50 years of experience in this field, and has won long-term cooperative relations with well-known large factories with excellent quality and services.
-
(2) Accumulated strong analog circuit technology, quick response to fully cooperate with customers, and attract excellent manpower as the company continues to grow.
-
(3) Establish a stable supply relationship with major suppliers to truly grasp the source, stability and price of supply.
-
-
Network communication products:
-
(1) The Company has a very close strategic partnership with xDSL, G.fast, G.hn, LTE/5G, WiFi upstream chip manufacturers and module manufacturers. Due to the different needs of telecom broadband construction in various countries, product research and development
- R & D technology covers the fields of software and hardware. The Company attaches great importance to R & D that can master key technologies and can adjust product strategies according to the needs of different markets, and has a competitive advantage.
-
(2) The certification of the major telecom companies in North America affirmed Billion Electronic's commitment to developing M2M and IoT applications in different vertical markets. Now Billion Electronic's North American customers can use the platforms established by these products to reduce the total cost of enterprises and simplify network deployment, thereby improving operational efficiency and profitability, and therefore expanding Billion Electronic's market share of 5G/LTE and M2M products in North America.
-
(3) The brand of communication products is especially important. It not only represents the image and reputation of a company, but also can shorten the relationship with customers and enhance the loyalty of marketing channels. As communication products focus on safety, reliability and stability, manufacturers need to have the determination and strength to operate the brand for a long time and the communication industry for sustainable development. The Company has been established for 50 years. In addition to the production bases at home and abroad and its profound manufacturing experience, the Company has also cultivated an excellent R & D team for communication products in recent years. Due to the company's good corporate health and the booming global broadband market, the overall operation should be expected to improve in the future.
-
-
Renewable energy products and services:
-
(1) The government is vigorously promoting and mandating the installation of renewable energy equipment through regulations. It is expected that the installation of green energy and energy storage equipment in Taiwan will increase significantly in the future.
-
(2) Due to the long service performance of renewable energy, safety is especially concerned, and there is a strong demand for high-quality products and services.
-
109
- (3) The Company combines power electronics and network communication technologies to provide one-stop green energy services.
B Negative Factors
Power supply:
(1) Professional R & D talents are not easy to find, high-wattage, highefficiency technology is not easy to obtain and cultivate. (2) In terms of sales channels, global marketing capabilities still need to be improved, and product line completeness still needs to be strengthened.
- Response to unfavorable factors:
recruits and cultivates R & D talents and uses external resources to increase R &
D energy.
continues to develop key customers and deepen customer and supplier relationships.
-
Network communication products:
-
(1) Since there aremany competitors of xDSL broadband products, price competition has been heard, resulting in a low gross profit margin for manufacturers.
- Countermeasure:
moved the production of low-margin xDSL products to the mainland factory to continue reducing costs to enhance competitiveness.
strengthens the research and development of xDSL and 5G/LTE integrated products, and strengthens remote management functions to create added value. And through strategic alliances, expand market share and raise the entry threshold of competitors.
-
(2) Communication professionals take a long time to develop and are not easy to recruit. Domestic universities and research institutes have limited graduates from communication departments every year.
-
Countermeasure:
strengthens the strength of the R & D team, pays close attention to the development trends of the industry, and obtains advanced technologies through cooperation with domestic legal person research institutions, such as cooperation with industrial research institutes or technology transfers. establishes a sound internal welfare system to attract high-tech talents.Learning, education and technical cooperation with R & D institutions to attract professional talents.
-
(3) Changes in exchange rates often affect the competitiveness and profitability of export quotes.
-
Countermeasure:
Pay attention to changes in exchange rates at any time, take necessary hedging measures in a timely manner, or use other financial instruments to hedge risks.
-
Renewable energy products and services:
-
(1)The trend of on-site certification and fire regulations by the Bureau of Standards and Inspection is becoming increasingly stringent. -
(2)The cost of importing main equipment is still high.- Response to unfavorable factors:
continues to recruit and cultivate front-end product technology and engineering management capabilities, and maintenance and warranty personnel to ensure product and service quality.
cooperates with suppliers to sign long-term procurement contracts to gain
110
cost advantages, introduce the latest products and master cutting-edge technologies.
(2) Important uses and production process of major products
- Important Applications of Main Products
==> picture [425 x 315] intentionally omitted <==
----- Start of picture text -----
Major products Product functions
and applications
(1) Consumer communication products,
Power supply
such as TV and mobile phone. (2)
digital home electrical equipment and
communication equipment.
LED Dynamic LED light sources, such as indoor lights and street lamps.
xDSL communication equipment for high-speed data
xDSL Router/IAD transmission on the network, and the router (Router) can be used
in offices or multiple households to share the same account with
multiple computers and use them to access the Internet at the
same time.
Integrate Data/Voice/Video functions.
FTTH
FTTH provides broadband users with a fiber-optic connection
Router/I
from home.
AD
LTE/5 G Router LTE/5 G Router for indoor or outdoor use.
Solar and energy Solar module, inverter with energy storage system to improve power
storage power plant supply quality
----- End of picture text -----
111
- Production process of main products
BILLION ELECTRIC CO., LTD. LED Driver Adhesive Manufacturing Process
==> picture [460 x 508] intentionally omitted <==
112
==> picture [517 x 594] intentionally omitted <==
----- Start of picture text -----
BILLION ELECTRIC CO., LTD.
Power supply production flow chart
SWITCHING Desktop
Externalprocessingof PCB parts plug-in PCB A solder
PCB pin
parts
cutting
Lock cooling Cleaning of Project PCB Secondary
plate PCB Visual Welding
IClocks WeldingIC DC CORD Green line
One test AC CONNECT Welding Transformer
Transformer
Assemble Secondary BURN IN After testing
superstructur Testing
Packaging & Appearance Intimate Ground line
Storage Inspection version test
----- End of picture text -----
113
Network terminal equipment production flow chart
==> picture [290 x 595] intentionally omitted <==
----- Start of picture text -----
Outsourcin
OK
NG
Quality Repair
OK
Warehousing
Production
management
Work order
material
Group Packing
OK
NG
C
OK
Packa e (Color
Outer box
NG
Outgoi
OK
Outflow
----- End of picture text -----
114
Network terminal equipment production flow chart
==> picture [674 x 293] intentionally omitted <==
115
(3) Supply of major raw materials
| P r o d u c t | Main raw | Source and status of |
|---|---|---|
| materials | supply | |
| Power supply | Transformers, PWM IC, printed circuit board | Improvement in material shortage and delivery time |
| xDSL/FTTH Router | Communication chipset, memory IC, and printed circuit board. |
|
| LTE/5 G Router | LTE/5G module, communication processor, memory IC, printed circuit board. |
116
(4) Information of major suppliers and information of major customers in the last two years
1. List of major suppliers
Major suppliers in the last two years
(Unit: NT $thousand)
==> picture [735 x 218] intentionally omitted <==
----- Start of picture text -----
Year Year Current year up to 31 March 2023 (Note 2)
2021 2022
Percentage Percentage As a percentage
Relations Relations Relations
Proje Company Total of net Company Total of net Company Total of net purchases
hip with hip with hip with
ct Name amount purchases the Name amount purchases the Name amount for the year up to the
for the year for the year the quarter
issuer issuer issuer
(%) (%) Education Level
(%)
1 B company 266,311 34 Nil. B company 214,583 27 Nil. B company 41,204 23 Nil.
2 C company 79,395 10 Nil. C company 196,747 25 Nil. C company 21,684 12 Nil.
D 70,792 9 Associate D Corporation 20,748 11 Nil.
Corporatio
n
Other: 436,080 47 Nil. Other: 372,443 48 Nil. Other: 100,492 54
Net 775,786 100 Net 783,773 100 Net 184,128 100
Purchase Purchase Purchase
----- End of picture text -----
Note 1: List the name of suppliers who account for more than ten (10) percent of the total purchases of goods and their amount and proportion of purchases of goods in the last two years. However, if the name of suppliers or counterparties who are individuals and non-related parties cannot be disclosed due to contractual agreements, their codes may be used. Note 2: As of the date of publication of the annual report, if a company that is listed or whose shares have been traded in the business premises of a securities firm has financial information that has been audited or reviewed by an accountant in the most recent period, it should be disclosed.
117
2. List of major customers
Information on major customers in the last two years
(Unit: NT $thousand)
==> picture [733 x 205] intentionally omitted <==
----- Start of picture text -----
Year Year Current year up to 31 March 2023 (Note 2)
2021 2022
Percentage Percentage of Percentage of net
Proje Company Total of Annual Relationship with the Company Total Annual Net Relationship with the Company Total sales in the current Relationship with the
ct Name amount Net Sales issuer Name amount Sales issuer Name amount year up to the issuer
〔%〕 〔%〕 quarter
〔%〕
1 A company 110,006 10.49 Nil. A company 64,459 22 Nil.
Other: 938,941 89.51 Nil. Other: 1,211,418 100.00 Nil. Other: 234,243 78
Net sales 1,048,947 100 Net sales 1,211,418 100.00 Nil. Net sales 298,702 100
amount amount amount
----- End of picture text -----
Note 1: A list of any suppliers accounting for 10 percent or more of the company's total sales amount in either of the 2 most recent fiscal years, the amounts sold to each, the percentage of total sales accounted for by each. Where the company is prohibited by contract from revealing the name of a customer or where a trading counterpart is an individual person who is not a related party, it may use a code in place of the actual name. Note 2: As of the date of publication of the annual report, if a company that is listed or whose shares have been traded in the business premises of a securities firm has financial information that has been audited or reviewed by an accountant in the most recent period, it should be disclosed.
118
(5) Production volume and value in the last two years
Unit: thousand pieces/NT $thousand
==> picture [440 x 211] intentionally omitted <==
----- Start of picture text -----
Production Year Year Year 2022
2021
Majorproducts VolumeValue
Prod Prod Product Prod Prod Production
uctio uctio ion uctio uctio Value
n n Value n n
capa Volu capa Volu
city me city me
Power supply PC - - 20,083 - - 26,989
products
Communication PC - - 501,605 - - 241,770
products
Other Other PC - - 45,473 - - 64,885
In compliance - - 567,161 - 333,644
Accounting
----- End of picture text -----
Note: The Company has many types of products, and the measurement units of each product are different, so the sales volume and output are not listed.
(6) Sales volume and value in the last two years
Unit: thousand pieces/NT $thousand
==> picture [442 x 316] intentionally omitted <==
----- Start of picture text -----
Sales Y Year Year 2022
volume ea 2021
r
Dom Expo Dom Expo
Majo Valu estic rt estic rt
r Sales Sales
Prod e
ucts Volu Value Volum Value Volume Value Volume Value
me e
Power supply PC - 60,050 - 76,205 - 101,042 - 85,110
products
Communicati PC - 4,015 - 522,418 - 6,712 - 379,173
on products
Renewabl
PC - 385,008 - 1,251 - 638,792 - 589
e energy
(including
electricity
sales) and
Other:
In PC - 449,073 - 599,874 - 746,546 - 464,872
compliance
Accounting
----- End of picture text -----
Note: The Company has many types of products, and the measurement units of each product are different, so the sales volume and output are not listed.
119
3. Employee information in the last two years
31 March 2023
==> picture [349 x 243] intentionally omitted <==
----- Start of picture text -----
Current year up
Year Year 2021 Year to
Degree 2022 31 March 2023
Date
Manager 6 4 4
General 98 105 101
Number of
Employees employees
Production line 17 11 11
staff
Total Shares 121 120 116
Average 46.8 47.4 47.6
Age
Average years of service 12.8 12.4 12.7
Ph.D. 0 0 0
Masters 23 22 22
Education College 77 62 61
distribution
High school 19 14 15
ratio
Below Senior 2 2 2
High School
----- End of picture text -----
4. Environmental Protection Expenditure
(1) Total amount of losses and penalties due to environmental pollution in the last two years and up to the date of publication of the annual report: None. (2) Future countermeasures and possible expenses: None.
5. Labor Relations
- (1) Employee welfare measures, further education, training,
retirement system and implementation status: Labor Insurance
-
(1) All employees of the Company participate in labor insurance in accordance with the law.
-
(2) Labor insurance premium includes ordinary accident insurance premium and occupational disaster insurance premium. 70% of the ordinary accident insurance premium is borne by the Company, 20% by the insured, 10% by the government, and the occupational disaster insurance premium is fully borne by the Company.
2. Group Insurance
All regular employees of the Company are insured with term life insurance, hospitalization medical insurance, accident insurance, cancer insurance, and occupational disaster insurance to enhance employee benefits.
3. National Health Insurance
- (1) The Company
’s employees and their
dependents participate in national health insurance in accordance with the law. (2) The health insurance premiums payable shall be handled in accordance with relevant government regulations.
4. Year-end bonus
The Company allocates bonuses based on annual business conditions, and pays bonuses before the Chinese New Year Spring Festival for individual work performance, attendance, and seniority.
- Employee Welfare Committee
120
The Company has established an employee welfare committee in accordance with the law, allocated welfare funds on a regular basis, elected welfare members in an open manner, held travel activities from time to time, and planned annual festival gifts.
6. Continuing education and training
In order to enhance employees' professional ability, quality awareness, environmental protection concept and production skills, and enable them to perform their functions in the organizational system, to achieve the purpose of stimulating employees' selfdevelopment and talent cultivation, planning and implementing relevant training.The results of the Company's 2022 education and training are as follows:
==> picture [403 x 188] intentionally omitted <==
----- Start of picture text -----
Total cost
Course Numbe Total Total hours
r of number (NT $)
classes of
people
Professional 12 21 206 11,400
training
Management skills 3 3 25 14,800
Training for new 26 26 26 0
recruits
General training 37 156 103.5 26,775
Total amount 78 206 306.5 52,975
Accounting
----- End of picture text -----
7. Work environment and employee safety protection measures
In view of the importance of the work environment and employee personal safety protection measures, the Company has achieved obvious results and control through the following measures:
| Goal Proposal |
Goal Proposal |
Implemen |
|---|---|---|
| tation | ||
| status | ||
| Labor Safety and Health Relevant training in accordance with the law |
1.Assign employees to participate in relevant training courses for first aid personnel and labor safety and health personnel and obtain relevant certificates. 2.Set up occupational safety and health business supervisors in accordance with the law. 3.Arrange internal education and promotion of "vocational education" every year. Safety and Health Education and Training ”. |
|
| Employee safety and reduction of health hazards |
Arrange regular health examination |
1.Arrange free general health examination and special health examination once a year. 2.Each office premises is set to increase employee safety and reduce health hazards. 3.Female workers inpregnancy |
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| are not Hazardous or hazardous work. |
||
|---|---|---|
| Safe operating environment |
Fire Safety Inspection | Regularly conduct public security fire inspections and disaster drills to maintain the working environment and employees' personal safety Workingenvironment. |
| Safe use of hazardous materials |
Leakage prevention measures and safety protective equipment provided to users |
1.Inspect chemical leakage prevention measures and safety protective equipment from time to time to confirm normal. 2.Provide protective tools for operators for hazardous substances used in operations. 3.Arrange internal "Hazard General Education" every year. Educationalpropaganda. |
| Work environment and personal safety protection measures |
1.Access control security 2.Disaster prevention measures and responses 3.Equipment Maintenance and Inspection |
1.A strict access control monitoring system is in place during daytime and nighttime. The entrances and exits of the night and holiday buildings are protected to maintain the safety of the company. 2.Organize emergency response tasks and regularly conduct public security fire inspections and disaster prevention drills. 3.In accordance with the company's labor safety and health code of practice, the company conducts annual inspections of air conditioners, water dispensers, fire-fighting appliances and other equipment. Maintenance and inspection. 4.Formulate plans to prevent illegal infringement when performing duties to prevent and deal with workplace violence. 5.Safety data sheet (SDS) is obtained for hazardous substances used in operations and is regularly checked and updated. Provide protective tools for operators for hazardous substances used in operations |
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| 6..Regularly outsource the environmental monitoring plan The results of environmental monitoring are also announced. |
||
|---|---|---|
| Compliance with regulatory requirements |
Safety and health laws and related requirements |
In accordance with the safety and health laws and related requirements formulated by the government, it is the most basic requirement of the company's safety and health management. Advance to create a low-risk workingenvironment. |
-
(2) Retirement system and implementation
-
The Company shall set aside a pension reserve in accordance with Article fifty-six of the Labor Standards Act.
-
The Company has implemented the Labor Pension Act
”since 1 July 94. -
All employees of the Company have the rights and obligations to abide by the pension system.
-
Pension payment standards:
-
(1) Two bases are given for each full year of service rendered. But for the rest of the years over 15 years, one base is given for each full year of service rendered. The total number of bases shall be no more than forty-five. The length of service is calculated as half year when it is less than six months, and as one year when it is more than six months.
-
(2) An additional 20 percent will be given to forced retired workers whose mental or physical disability is caused by the performance of their duties in accordance with the provisions of the preceding paragraph.
-
(3) The standard of pension base refers to the average salary of the six months before the retirement.
-
(4) The contribution of the new labor pension system includes two parts of the labor selfmentioned company contribution, which is stored in the labor individual account designated by the Labor Insurance Bureau.
-
-
Labor-management agreement
- The company is a high-tech industry with neat personnel quality, clear and clear company management, sound management system and implementation, and gradually establish consensus through various methods of communication. The relationship between labor and management is harmonious, and there is no labor dispute.
-
(3) Any loss sustained as a result of labor disputes in the last two years and up to the date of publication of the prospectus, disclose an estimate of losses incurred to date or likely to be incurred in the future, and indicate mitigation measures being or to be taken: None.
6. Important Contracts: None.
123
Chapter 6 Financial Overview
1. Condensed balance sheet, income statement and auditor ’ s opinion for the last five years
(1) International Financial Reporting Standards
C o n d e n sed co n so l i d at ed b al a n ce s h e et
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----- Start of picture text -----
Unit: NT $thousand
Year Financial Summary for The Last Five Years Current year up
to
31 March 2023
Year 2018 Year 2019 FY2020 Year 2021 Year 2022 Financial
Project information as
of March
(Note1)
Current asset 1,372,502 1,223,458 1,196,845 1,360,670 1,623,449 2,171,745
Property, plant and
equipment 512,084 556,899 558,836 578,560 706,814 755,046
(note 2)
Intangible assets 2,754 1,865 1,447 636 6,177 5,656
Other assets (Note 2) 294,511 376,620 691,529 647,155 970,001 953,119
Total asset value 2,181,851 2,158,842 2,448,657 2,587,021 3,306,441 3,885,566
Before 472,003 383,160 760,943 839,682 1,071,898 1,125,514
Current
Appropriati
liabilities
on
After 472,003 383,160 760,943 839,682 (Note3) (Note3)
allocation
Non-current liabilities 236,854 309,516 204,694 189,100 510,661 498,719
Before 708,857 692,676 965,637 1,028,782 1,582,559 1,624,233
Liabilities
Appropriati
on
After 708,857 692,676 965,637 1,028,782 (Note3) (Note3)
allocation
Equity attributable to owners
of parent 1,453,833 1,435,463 1,451,040 1,496,245 1,571,479 2,085,174
Equity
Shares Cost 988,563 988,563 988,563 988,563 998,178 1,149,693
Capital stock Capital 294,454 294,560 295,873 301,289 308,439 689,871
surplus
Retained Before 264,289 238,341 269,204 295,260 338,347 320,431
Earnings Appropriati
on
After 264,289 238,341 269,204 295,260 (Note3) (Note3)
allocation
Other equity interest (93,473) (86,001) (100,455) (65,850) (47,572) (49,383)
Treasury stock 0 0 (2,145) (23,017) (25,913) (25,438)
Non-controlling interests 19,161 30,703 31,980 61,994 152,403 176,159
EQUITY Before 1,472,994 1,466,166 1,483,020 1,558,239 1,732,882 2,261,333
Total amount Appropriati
on
After 1,472,994 1,466,166 1,483,020 1,558,239 (Note3) (Note3)
allocation
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Note 1: As of the date of publication of the annual report, a company that is listed or whose shares have been traded in the business premises of a securities firm shall disclose the most recent financial information that has been audited or reviewed by an accountant.
Note 2: If assets have been revalued in the current year, the date of revaluation and the amount of revaluation surplus should be listed.
Note 3: The 2022 earnings distribution has not yet been resolved by the 2023 shareholders' meeting.
124
Condensed consolidated statement of comprehensive income
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----- Start of picture text -----
Unit: NT $thousand
Ye ar Current year up
Financial Summary for The Last Five Years
to
31 March 2023
Line Item Year 2018 108 FY2020 Year 2021 Year 2022
Financial
degrees
Project information as of
March
(Note1)
Operating income 792,160 623,090 849,824 1,048,947 1,211,418 298,702
Gross profit 254,607 213,859 329,390 322,066 297,418 82,240
Operating profit (28,511) (35,784) 39,479 5,585 5,761 (14,824)
Non-operating income 24,687 (8,486) (1,823) 69,373 60,908 5,260
and expenses
Net profit (loss) before (3,824) (44,270) 37,656 74,958 66,669 (9,564)
tax
Continuing operations
(48,333) (19,246) 34,861 35,524 50,866 (14,243)
Net income (loss)
Loss of discontinued 212,609 2,075 0 0 0 0
operations
Net income (loss) 164,276 (17,171) 34,861 35,524 50,866 (14,243)
Other comprehensive
(21,485) 1,683 (15,841) 34,336 23,507 (2,040)
income for the period
(Net after tax)
Total comprehensive 142,791 (15,488) 19,020 71,150 74,373 (16,283)
income for the period
Net profit (loss)
164,801 (18,221) 31,216 27,004 39,905 (17,916)
attributable to:
Owners of the parent
Net profit (loss)
(525) 1,050 3,645 8,520 10,961 3,673
attributable to non-
controlling interests
Non-controlling interests
Total comprehensive
143,121 (16,079) 16,409 62,899 61,365 (19,727)
income attributable to
Owners of the parent
Total comprehensive
(330) 591 2,611 8,251 13,008 3,444
income attributable to
Non-controlling interests
EPS 1.67 (0.2) 0.32 0.28 0.41 (0.18)
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Note 1: As of the date of publication of the annual report, a company that is listed or whose shares have been traded in the business premises of a securities firm shall disclose the most recent financial information that has been audited or reviewed by an accountant.
125
C ond e ns e d I nd i v i d ua l B a l a n c e S he e t
Unit: NT $thousand
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----- Start of picture text -----
Year Financial Summary for The Last Five Years (Note 4) Current year up
to
31 March 2023
Year 2018 Year 2019 FY2020 Year 2021 Year 2022
Date
Project Financial
information
(Note 1.
d)
Current asset 446,053 779,051 694,648 726,740 538,539
Property, plant and
304,087 356,714 371,206 393,600 581,285
equipment
(note 2)
Intangible assets 2,239 1,233 964 455 535
Other assets (Note 2) 1,260,407 851,389 988,093 1,018,369 961,828
Total asset value 2,012,786 1,988,387 2,054,911 2,139,164 2,082,187
Before 418,858 300,401 443,238 484,907 362,238
Current
Appropriati
liabilities
on
After 418,858 300,401 443,238 484,907 (Note3)
allocation
Non-current liabilities 140,095 252,523 160,633 158,012 148,470
Before 558,953 295,873 603,871 642,919 510,708
Liabilities
Appropriati
on
After 558,953 295,873 603,871 642,919 (Note3)
allocation
Equity attributable to
owners of parent 1,453,833 1,435,463 1,451,040 1,496,245 1,571,479
EQUITY
Shares Cost 988,563 988,563 988,563 988,563 998,178
Capital stock Capital 294,454 294,560 295,873 301,289 308,439
surplus
Retained Before 264,289 238,341 269,204 295,260 338,347
Earnings Appropriati
on
After 264,289 238,341 269,204 295,260 (Note3)
allocation
Other equity interest (93,473) (86,001) (100,455) (65,850) (47,572)
- -
Treasury stock (2,145) (23,017) (25,913)
Non-controlling interests 0 0 0 0 0
EQUITY Before 1,453,833 1,435,463 1,451,040 1,496,245 1,571,479
Total Appropriati
amount on
After 1,453,833 1,435,463 1,451,040 1,496,245 (Note3)
allocation
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Note 1: No individual financial report was issued on 31 March 2023. Note 2: If assets have been revalued in the current year, the date of revaluation and the amount of revaluation surplus should be listed. Note 3: The 2022 earnings distribution has not yet been resolved by the 2023 shareholders' meeting. Note 4: A company whose stock is listed on the stock exchange shall produce financial information for the period as of the quarter preceding the date of publication of the annual report, and disclose whether the financial information is audited and certified or reviewed by CPA or neither.
126
Condensed Individual Income Statement
Unit: NT $thousand
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----- Start of picture text -----
Ye ar Current year
Financial Summary for The Last Five Years
up to
31 March 2023
Line Item Project Year 2018 Year 2019 FY2020 Year 2021 Year 2022
Financial
information as
of March
(Notes 1,2)
Operating income 646,365 457,455 624,233 578,699 480,746
Gross profit 140,022 98,870 153,707 116,880 91,945
Operating profit (32,474) (41,076) (1,969) (63,050) (57,597)
Non-operating income 240,252 (4,146) 26,076 108,514 102,010
and expenses
Net profit (loss) before 207,778 (45,222) 24,107 45,464 44,413
tax
Continuing operations
164,801 (18,221) 31,216 27,004 39,905
Net income (loss)
Loss of discontinued 0 0 0 0 0
operations
Net income (loss) 164,801 (18,221) 31,216 27,004 39,905
Other comprehensive
(21,680) 2,142 (14,807) 35,895 21,460
income for the period
(Net after tax)
Total comprehensive 143,121 (16,079) 16,409 62,899 61,365
income for the period
Net profit (loss)
164,801 (18,221) 31,216 27,004 39,905
attributable to:
Owners of the parent
Net income attributable
0 0 0 0 0
to non-controlling
interests
Equity
Total comprehensive
143,121 (16,079) 16,409 62,899 61,365
income attributable to
Owners of the parent
Total comprehensive
0 0 0 0 0
income attributable to
Non-controlling interests
EPS 1.67 (0.18) 0.32 0.28 0.41
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Note 1: No individual financial information is issued on 31 March 2023.
Note 2: A company whose stock is listed on the stock exchange shall produce financial information for the period as of the quarter preceding the date of publication of the annual report, and disclose whether the financial information is audited and certified or reviewed by CPA or neither.
127
(2) Financial Accounting Standards of the Republic of China
The Company has adopted International Financial Reporting Standards (IFRSs) since 2013, so there will be no ROC GAAP information since 2013.
(3) CPA audit
| Year | Name of accounting | Name of CPAs | Audit opinion |
|---|---|---|---|
firm |
|||
| 107 | Deloitte & Touche | Zhao-Mei Chen, Keng-Hsi Chang |
Unqualified Opinion |
| 108 | Deloitte & Touche | Zhao-Mei Chen, Keng-Hsi Chang |
Unqualified Opinion |
| 109 | Deloitte & Touche | Zhao-Mei Chen, Keng-Hsi Chang |
Unqualified Opinion |
| 110 | Deloitte & Touche | Alice Huang, Keng-Hsi Chang |
Unqualified Opinion |
| 111 | KPMG Certified Public Accountants Firm |
Astor Kou and Hsin-Yi Kuo |
Unqualified opinion plus Other Matter Paragraphs |
128
2. Financial analysis for the last five years:
(1) Financial Analysis-IFRS
Consolidated Financial Analysis
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Financial Analysis for the Most Recent Five Years Current year
Year
up to
Degree Year 2018 Year 2019 FY2020 Year 2021 Year 2022 March 2023
Analysis item (Note 3) (Note 1)
Debt to asset ratio 32.49 32.09 39.44 39.77 47.86 41.80
Capi
tal
Stru Ratio of long-term capital to 333.90 318.85 302.01 302.02 316.14 365.55
cture property, plant and
(%) equipment
Current Ratio 290.78 319.31 157.28 162.05 151.46 192.96
Solv
ency Quick ratio 253.56 270.54 120.74 110.21 115.74 161.46
%
Interest protection multiples 0.46 (4.60) 6.84 11.68 7.69 (1.11)
Receivables turnover 6.16 6.24 8.01 7.54 7.95 9.90
(times)
Average days for cash 59.00 58.00 45.57 48.43 45.93 36.86
receipts
Oper
ating Inventory turnover (times) 3.53 2.57 2.37 2.18 2.51 2.68
abilit
Accounts payable turnover 3.90 4.67 5.80 4.67 6.12 8.82
y
(times)
Average days in sales 103.00 142 153.80 167.70 145.29 136.19
Property, plant and 1.46 1.17 1.52 1.84 1.88 1.63
equipment turnover
(times)
Total assets turnover 0.37 0.29 0.37 0.42 0.41 0.33
(times)
Return on assets (%) 7.88 (0.50) 1.74 1.63 2.00 (1.18)
Return on equity (%) 11.83 (1.17) 2.36 2.34 3.10 (2.86)
Profi
tabili Pre-tax income to (0.39) (4.48) 3.81 7.58 6.68 (3.33)
paid-in capital (%)
ty
Anal (Note 6)
ysis Net profit margin (%) 20.74 (2.76) 4.10 3.39 4.20 (4.77)
Earnings per share (NTD) 1.67 (0.18) 0.32 0.28 0.41 (0.18)
Cash flow Cash flow ratio (11.71) 5.44 0 2.21 6.42 0
Cash (%)
flow
Cash flow adequacy ratio 107.97 86.94 151.34 77.43 12.53 13.81
(%)
Cash re-investment ratio (2.93) 1.06 0 0.95 2.80 0
(%)
Leverage Operating (10.81) (6.39) 7.39 46.91 42.48 (4.11)
Leve
leverage
rag
e Financial leverage 0.80 0.82 1.20 (4.01) (1.37) 0.77
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129
Please explain the reasons for the changes in various financial ratios in the last two years. (Not required if the difference does not exceed 20%)
-
The increase in the debt-to-asset ratio in 2022 was mainly due to the increase in total liabilities as a result of the Group's merger and acquisition and the expansion of the energy storage business in 2022.
-
The decrease in interest coverage ratio in 2022 was mainly due to the decrease in net profit before tax in 2022 compared with 2021, and the increase in interest expenses compared with 2021.
-
The accounts payable turnover in 2022 increased compared with 2021, mainly due to the increase in the cost of goods sold of the energy storage business in 2022 compared with 2021.
-
The profitability ratio in 2022 increased compared to 2021, mainly due to the increase in net profit after tax in 2022. 5. The cash flow ratio in 2022 was higher than that in 2021, mainly due to the increase in cash flow from operating activities in 2022. The decrease in cash flow adequacy ratio compared to 2021 was mainly due to the decrease in total cash flow from operating activities in the past five years compared to 2021.
-
The financial leverage in 2022 decreased compared to 2021, mainly due to the increase in interest expenses in 2022. Note 1: A company whose stock is listed on the stock exchange shall include the financial information for the period as of the quarter preceding the date of publication of the annual report into the financial analysis.
130
Parent Company Only Financial Analysis
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----- Start of picture text -----
Financial Analysis for the Most Recent Five Years Current year
Year
up to
Degree Year 2018 Year 2019 FY2020 Year 2021 Year 2022 March 2023
Analysis item
(Note 1)
C
Debt to asset ratio 27.77 27.81 29.39 30.05 24.53
ap
ita
l Ratio of long-term
St capital to property, 524.17 473.20 434.17 420.29 462.52
ru plant and equipment
ct
ur
e
(%)
S
Current Ratio 106.49 259.34 156.72 149.87 148.67
ol
ve Quick ratio 79.34 214.43 121.86 110.98 103.57
nc
y % Interest protection 42.18 (7.65) 5.83 10.49 7.13
multiples
Receivables turnover 5.05 3.43 4.41 3.99 5.00
(times)
Average days for cash 72.00 106.00 82.74 91.39 73.07
O receipts
pe Inventory turnover (times) 5.92 3.00 3.38 2.96 2.55
ra
ti
Accounts payable turnover 6.43 4.49 6.54 5.94 6.57
ng (times)
ab
ili Average days in sales 62.00 121.00 107.92 123.50 142.97
ty
Property, plant and
2.13 1.38 1.72 1.51 1.26
equipment turnover
(times)
Total assets turnover 0.33 0.23 0.31 0.28 0.23
(times)
Return on assets (%) 8.68 (0.70) 1.74 1.51 2.17
Pr Return on equity (%) 12.00 (1.26) 2.16 1.83 2.60
of
Pre-tax income to paid-
ita 21.02 (4.57) 2.44 4.60 4.45
bi in capital (%) (Note 6)
lit Net profit margin (%) 25.50 (3.98) 5.00 4.67 8.30
y
A Earnings per share (NTD) 1.67 (0.16) 0.32 0.28 0.41
na
ly
si
s
C Cash flow Cash flow ratio (7.95) (20.15) 0.00 0 14.54
as (%)
h
Cash flow adequacy ratio 173.42 115.14 260.24 129.43 17.75
fl
o (%)
w Cash re-investment ratio (1.90) (3.27) 0.00 0 2.80
(%)
L Leverage Operating (5.52) (3.35) (62.92) (1.16) (1.15)
ev leverage
er
ag Financial leverage 0.87 0.89 0.28 0.91 0.89
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131
e De gre e Please explain the reasons for the changes in various financial ratios in the last two years. (Not required if the difference does not exceed 20%) 1. The decrease in the interest coverage ratio in 2022 was mainly due to the increase in interest expenses in 2022 compared with 2021. 2. The increase in accounts receivable turnover in 2022 compared to 2021 was mainly due to good collection in 2022. 3. The increase in profitability in 2022 is mainly due to the recognition of exchange gains and the disposal of equipment benefits in the current period, and the decrease in income tax expenses in 2022 compared with 2021. 4. The cash flow ratio in 2022 was higher than that in 2021, mainly due to the increase in cash flow from operating activities in 2022. The decrease in cash flow adequacy ratio compared to 2021 was mainly due to the decrease in total cash flow from operating activities in the past five years compared to 2021.
- Note 1: A company whose stock is listed on the stock exchange shall include the financial information for the period as of the quarter preceding the date of publication of the annual report into the financial analysis.
132
-
Note 2: The following formulas should be listed at the end of this table in the annual report: 1. Financial structure (1) Liabilities to assets ratio [total liabilities/total assets]
-
(2) Ratio of long-term capital to property, plant and equipment = (Total equity + Non-current liabilities) / Net property, plant and equipment
-
Solvency
-
(1) Current ratio = Current assets/Current liabilities
-
(2) Quick ratio = (Current assets-Inventories-Prepaid expenses)/Current liabilities.
-
(3) Interest coverage ratio = Net profit before income tax and interest expense/Interest expense for the current period.
-
Operating ability (1) Receivables (including accounts receivable and notes receivable arising from business operations) turnover ratio [net sales/average receivables (including accounts receivable and notes receivable arising from business operations) for each period
-
(2) Average collection days = 365/Receivables turnover
-
(3) Inventory turnover (times) = Cost of goods sold/average inventory
(4) Payables (including accounts payable and notes payable arising from business operations) turnover rate = Cost of goods sold/Balance of average payables (including accounts payable and notes payable arising from business operations).
-
(5) Average days in sales = 365/Inventory turnover
-
(6) Property, plant and equipment turnover (times) = Net sales/Average net property, plant and equipment
-
(7) Total assets turnover = Net sales / Average
total assets 4. Profitability
-
(1) Return on Total Assets ᦂ Net Income after Tax + Interest Expenses
×(1-Tax Rate) +/Average Total Assets -
(2) Return on equity = after-tax profit and
loss/average total equity. (3) Net profit margin
-
= after-tax profit and loss/net sales.
-
(4) Earnings per share (profit and loss attributable to owners of the parent company-dividends on
-
preferred shares)/weighted average number of issued shares. (Note 4) 5. Cash flow
-
(1) Cash flow ratio = Net cash flow from operating activities / Current liabilities
-
(2) Net cash flow adequacy ratio = Net cash flow from operating activities for the most recent five years/(capital expenditures + inventory increase + cash dividends) for the most recent five years.
-
(3) Cash reinvestment ratio = (net cash flow from operating activities-cash dividends)/(gross property, plant and equipment + long-term investment + other non-current assets + working capital). (Note5)
-
Leverage:
-
(1) Operating leverage = (Net operating revenue-Variable operating costs and expenses)/Operating income (Note 6). (2) Financial leverage Operating income/(Operating income-Interest expenses).
-
Note 3: The above formula for calculating earnings per share should pay special attention to the following when measuring: Based on the weighted average number of ordinary shares, rather than the number of issued shares at the end of the year.
-
Where there is a cash capital increase or treasury stock transaction, the weighted average number of shares shall be calculated taking into account the period of circulation.
-
In the case of capital increase out of earnings or capital surplus, the calculation of earnings per share for the past fiscal year and the fiscal half-year shall be retrospectively adjusted based on the capital increase ratio, without the need to consider the issuance period for the capital increase.
-
If the preferred shares are non-convertible cumulative preferred shares, the dividend of the current year (whether issued or not) shall be deducted from the net profit after tax, or added to the net loss after tax. If the preferred shares are non-cumulative, in the case of net profit after tax, the dividend of the preferred shares shall be deducted from the net profit after tax; No adjustment is required if there is a loss.
-
Note 4: Special attention should be paid to the following matters when measuring cash flow analysis:
-
Net cash flow from operating activities refers to the net cash inflow from operating activities in the cash flow statement.
-
Capital expenditure refers to the annual cash outflow of capital investment.
-
The increase in inventory is only included when the ending balance is greater than the beginning balance. If the inventory decreases at the end of the year, it is calculated as zero.
-
Cash dividends include cash dividends for ordinary shares and preferred shares.
-
Gross property, plant and equipment refers to the total amount of property, plant and equipment before deduction of accumulated depreciation.
-
Note 5: The issuer shall classify various operating costs and operating expenses as fixed and variable according to their nature. If it involves estimation or subjective judgment, attention shall be paid to its rationality and consistency.
-
Note 6: The ratio of paid-in capital of a foreign company shall be calculated based on the ratio of net value.
133
(2) Financial analysis Taiwan ’ s financial accounting standards:
The Company has adopted International Financial Reporting Standards (IFRSs) since 2013, so there will be no ROC GAAP information since 2013.
3. Audit Committee ’ s Review Report for the Most Recent Year: Please refer to Appendix I on page 108.
4. Financial Statements and Independent Auditors ’ Report for the Most Recent Fiscal Year: Please refer to Appendix II, pages 109 to 183.
5. Consolidated financial statements of the most recent year audited and certified by
accountants: Please refer to Appendix III, pages 184 to 252. 6. Financial Difficulties of the Company and Its Affiliates in the Most Recent Year and as of the Date of Publication of the Annual Report: None.
134
VII. Review and analysis of the Company's financial position and finan-cial performance, and risk management
1. Financial status
(1) Comparative analysis of financial position
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----- Start of picture text -----
Unit: NT $thousand
Year Amount increase
Year 2021 Year 2022 (decrease) Change
Project analysis
Total %
(Note2)
amo
unt
Current asset 1,360,670 1,623,449 262,779 19.31
Funds and long- 3,797 30,837 27,040 712.14 (Note
term investments 3)
Fixed assets 578,560 706,814 128,254 22.17 (Note
4)
Intangible assets 636 6,177 5,541 871.23
Other assets 643,358 939,164 295,806 45.98 (Note
5)
Total asset value 2,587,021 3,306,441 719,420 27.81
Current liabilities 839,682 1,071,898 232,216 27.66 (Note
6)
Non-current 189,100 510,661 321,561 170.05 (Note
liabilities 7)
Liabilities 1,028,782 1,582,559 553,777 53.83
Share capital 988,563 998,178 9,615 0.97
Capital stock 301,289 308,439 7,150 2.37
Capital surplus
Retained 295,260 338,347 43,087 14.59
earnings
Treasury shares (23,017) (25,913) (2,896) 12.58
Exchange
differences on (24,358) (6,080) 18,278 (75.04) (Note
translating 8)
foreign
operations
Exchange
differences
Total equity 1,558,239 1,723,882 165,643 10.63
Details are as follows:
----- End of picture text -----
135
| (Note | 1): | The two-year financial information is based on the International Financial Reporting |
|---|---|---|
| (Note (Note (Note |
2): 3): 4): |
Standards (IFRS) consolidated financial information, which has been verified by an accountant. At present, the subsequent changes of the above items are more than 20 percent and the change amount is more than NT $ten million. The increase in funds and long-term investments was mainly due to the increase in investments in |
| (Note | 5): | associates of approximately NT $27,000 thousand in 2022. |
| (Note (Note (Note |
6): 7): 8): |
The increase in fixed assets was mainly due to the successive acceptance of solar power plants and energy storage sites in 2022. The increase in other assets is mainly due to the increase in contract performance costs due to the acquisition of subsidiaries, the increase in right-of-use assets for the construction of energy storage |
| sites, and the expansion of energy storage business in 2022. | ||
| The increase in current liabilities was mainly due to the increase in contract liabilities for the expansion | ||
| of energy storage business in 2022. | ||
| The increase in non-current liabilities was mainly due to the increase in lease liabilities for the | ||
| construction of energy storage sites in 2022. | ||
| The increase in exchange differences on translating foreign operations compared to 2021 was mainly | ||
| due to exchange rate changes in 2022. | ||
| Favorable exchange differences. |
136
2. Operating results
(1) Comparative analysis of operating results
| U ni t : N T | $t hous a nd | |||
|---|---|---|---|---|
| Year Project |
Year 2021 | Year 2022 | Increase (decrease) |
Change in proportion |
| amount | (%) | |||
| Total operating revenue | 1,050,854 | 1,213,529 | 162,675 | 15.48 |
| Less: Sales returns | 1,667 | 1,209 | (458) | (27.47) |
| Sales discount | 240 | 902 | 662 | 275.83 |
| Net operating revenue | 1,048,947 | 1,211,418 | 162,471 | 15.49 |
| Operating cost | 726,881 | 914,214 | 187,333 | 25.77 |
| Gross profit | 322,066 | 297,204 | (24,862) | (7.72) |
| Operating expense | 316,481 | 291,443 | (25,038) | (7.91) |
| Net operating loss | 5,585 | 5,761 | 176 | 3.15 |
| Non-operating income and expenses |
69,373 | 60,908 | (8,465) | (12.20) |
| Profit from continuing operations before tax (loss) |
74,958 | 66,669 | (8,289) | (11.06) |
| Income tax (expense) benefit |
(39,434) | (15,803) | 23,631 | (59.93) |
| Net profit after tax from continuing operations (loss) |
35,524 | 50,866 | 15,342 | 43.19 |
| Analysis of changes in financial | ||||
| ratios: | ||||
| 1.The increase in operating costs in 2022 compared to | 2021 was mainly due to the | |||
| expansion of energy storage business and the recognition of inventory depreciation | ||||
| in the current period. | ||||
| loss. | ||||
| 2.The decrease in income tax expenses in 2022 compared to 2021 was mainly due to | ||||
| the capital gains tax arising from the equity transfer in 2021 and the absence of | ||||
| related transactions in 2022. |
137
(2) Analysis of changes in gross profit
| Before and | Reasons | |
|---|---|---|
| after | for | |
| Increase/dec | difference |
|
| rease | s | |
| Price difference Cost difference Difference in Sales Mix Quantity difference |
||
| Gross profit |
-24,862 | V. |
| Explanatio n Explanatio n |
This is due to the increase of approximately 16% in the proportion of renewable energy business in 2022 compared with 2021. |
Note: If the issuer operates in multiple industries, the reason for the change in gross profit of each industry should be analyzed by industry.
3. Cash Flow
(1) Liquidity analysis for the last two years
| Year Project Year 2021 |
Year 2022 | Increase (decrease) |
|---|---|---|
| ratio | ||
| Cash flow ratio 2.21% |
6.42% | 190.50% |
| Cash flow adequacy ratio 77.43% |
12.53% | -83.82% |
| Cash reinvestment ratio 0.95% |
2.80% | 194.74% |
| Explanation to major variations: | ||
| The cash flow ratio increased compared with 2021, mainly due to the increase in cash flow | ||
| from operating activities in 2022; | ||
| The decrease in cash flow adequacy ratio compared to 2021 was mainly | due to the decrease in | |
| total cash flow from operating activities in the | past five years compared to 2021. |
(2) Cash Flow Analysis for the Coming Year
U n i t: N T $ th o u s a n d
138
| Cash at beginning From operating activities Annual cash Cash balance (inadequacy) |
Cash inadequacy |
|---|---|
Remedial |
|
Measures |
|
| of period througho outflow Net Amount |
Investmen Financial |
| Net Amount ut the year Net cash flow |
t plan plan |
| 578,738 275,288 138,113 715,913 |
- - |
| Analysis of changes in cash flow in the current year: (1)Operating activities: Expected cash inflows from operating activities. (2)Investment activities: It is expected to invest in energy storage sites and companies related to their industrial chains. (3) Financing activities: it is expected that the purchase of materials and energy storage projects will borrow from banks. |
4. Impact of Major Capital Expenditures on Financial Operations in the Most Recent Year:
-
Major capital expenditures and sources of funds: None.
-
Expected income to be generated
-
(1)Projected increase in production, sales, and gross profits: Not applicable. -
(2)Other benefits: Not applicable.
5. Investment Policy in Last Year, Main Causes for Profits or Losses, Improvement Plans and Investment Plans for the Coming Year
| Mai | Original | Main reason | Other future |
|||
|---|---|---|---|---|---|---|
| Affiliated | Polic | Improveme | ||||
| n | invest |
for profit or | investme |
|||
| Enterprises | y | nt plans | ||||
| Busi | ment | loss |
nt plans | |||
| ness | amount | |||||
| Billion Sunpower Co., Ltd. |
Investment holdings |
100,000 | Design, manufacture, construction and sales of solar power plants. |
The purchase of solar power plants to receive Taipower's electricity revenue. profit increase |
- | Nil. |
| Billion Watts Technologies Co., Ltd. |
Investment holdings |
122,100 | Distribution service of solar power plant equipment and provision of plant maintenance service. |
The solar power plant equipment distribution and maintenance services are good, and the business of energy storage construction and maintenance is expanded at the same time this year, resultingin |
- |
Nil. |
139
==> picture [445 x 699] intentionally omitted <==
----- Start of picture text -----
revenue and
profit.
Increase in
dividends
Currently
Billion Energy Investment 80,000 Investment in under - Nil.
Storage holdings energy construction
Technologies storage sales None
Inc. business
REVENUE
The
BEC Sales of network in
Technologies ADSL 69,257 Sales of ADSL rural areas - Nil.
Inc. related still has
products stable
demand.
Continued to
profit
Solar
Design,
power
Jing-Hao manufacture,
Energy Co., Investment 26,025 construction plant - Nil.
equipment
Ltd. holdings and sales of
distribution
solar power and stable
plants demand.
Stable profits
At present,
Taichuang Investment 949 Investment in the - Nil.
Energy Co., energy constructio
Ltd. holdings storage sales n has not
business
yet
commence
d, so there
is no
income.
BEC Real estate
International, Investment 40,996 International investment - Nil.
LLC holdings investment is still
stable in
the current
period
Profit
It was
established
Avantek
Cloud
Systems PTE. Investment 8,300 software this year - Nil.
and has not
LTD holdings
management
yet
services
generated a
large
amount of
revenue.
Still loss
----- End of picture text -----
140
| Shanda Energy Storage Technology Co., Ltd. |
Investment holdings |
2,000 | Investment in energy storage sales business At present, the constructio n has not yet commence d, so there is no income. - |
Investment in energy storage sales business At present, the constructio n has not yet commence d, so there is no income. - |
Investment in energy storage sales business At present, the constructio n has not yet commence d, so there is no income. - |
Nil. |
|---|---|---|---|---|---|---|
| Aquamax Technology Co., Ltd. |
Investment holdings |
5,100 | R & D, design and sales of EMC software Established this year, no revenue has been generated yet. Loss - |
Nil. | ||
| Shengri Energy Storage Technologies Co., Ltd. |
Investment holdings |
2,000 | Investment in energy storage sales business |
At present, the constructio n has not yet commence d, so there is no income. |
- |
Nil. |
6. Risk matters shall be analyzed and evaluated in the most recent year and as of the date of publication of the annual report:
- (1) Effects of Changes in Interest Rates, Foreign Exchange Rates and Inflation on Corporate Finance, and Future Response Measures
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----- Start of picture text -----
Year Year
Project 2021 2022
Percentage of Percentag
Total Total
Revenue e of
amount amount
Proportion Revenue
Proportio
n
Interest 5,948 0.57% 7,416 0.61%
income
Interest 6,977 0.67% 9,961 0.82%
expense
Exchange (18,772) 1.79% 50,763 4.19%
gain (loss)
----- End of picture text -----
Source: Audited and certified by accountants in 2021 and 2022
-
(1) Interest rate changes: The interest expense of the Company and its subsidiaries in 2022 accounts for 0.82% of operating revenue, which is very low and has no significant impact on the Company's profit and loss. In the future, when the Company and its subsidiaries need funds to expand their operating scale due to business growth, they will depend on the overall financial environment and the level of their own funds, refer to market information and interest rate trends, and maintain good relationships with financial institutions to obtain favorable capital costs for stable and conservative operations.
-
(2) Exchange rate changes: The exchange gains of the Company and its subsidiaries in 2022 accounted for 4.19% of the operating income, which was due to the increase in
141
the U.S. dollar exchange rate as a result of the interest rate hike by the U.S. Federal Reserve in 2022. In order to avoid the risk of exchange rate changes, the Company and its subsidiaries intend to take the following measures: A.Some contracts are sold in US dollars, and the relevant purchases are paid in US dollars. Natural hedging is adopted to avoid the risk of exchange rate fluctuations of this part of receivables and payables.
B Export quotations take into account exchange rate fluctuations, and reflect costs in a timely manner to adjust selling prices.
-
C.The financial department maintains close contact with the banks on a daily basis to collect relevant information as a reference for future interest rate and exchange rate trends.
-
(3) Inflation: The Company and its subsidiaries always pay attention to the changes in the market prices of major raw materials, and price quotations for customers and suppliers are adjusted with the market mechanism as the reference price. In the future, the Company will maintain good interaction with customers and suppliers. In the future, if it can adjust the purchase and sales prices according to market fluctuations, it should be able to avoid significant impact on the Company due to inflation.
142
(2)Policies, Main Causes of Gain or Loss and Future Response Measures with Respect to High-risk, High-leveraged Investments, Lending or Endorsement Guarantees, and Derivatives Transactions
-
The Company and its subsidiaries do not engage in high-risk and high-leverage investments.
-
The Company and its subsidiaries engage in lending funds to others, endorsement and guarantee in accordance with the Company and its subsidiaries' operating procedures for lending funds to others, endorsement and guarantee measures, acquisition or disposal of assets processing procedures and relevant regulations of the competent authorities, and conduct regular audits and announcements in accordance with the regulations. The executive units will also conduct internal audits and monitoring in accordance with relevant management measures to avoid risks to the operation.
(3) Future R & D plans and estimated R & D expenses: Please refer to the technology and R & D overview of this annual report and operation overview.
(4) Effects of and Response to Changes in Policies and Regulations Relating to Corporate Finance and Sales
The daily operations of the Company and its subsidiaries are conducted in accordance with the relevant domestic and foreign laws and regulations, and pay attention to the development trend of domestic and foreign policies and changes in laws and regulations at all times to fully grasp the changes in the market environment, and take the initiative to propose response measures in a timely manner. As of the date of publication of the prospectus, the Company and its subsidiaries have not been subject to significant domestic and foreign policy and legal changes that have affected the financial business.
(5) Effects of and Response to Changes in Technology and the Industry Relating to Corporate Finance and Sales
In response to the net zero transformation plan in 2050, the government of Taiwan plans to invest nearly NT $9 thousand in budget in 2030 for renewable energy and hydrogen energy, power grids and energy storage, low-carbon and negative carbon technologies, energy conservation and boiler replacement, and electrification of transportation equipment. Among them, power systems and energy storage are one of the 12 key strategies. The Company and its subsidiaries follow the existing communication and power supply experience, respond to government policies, actively expand the layout of related fields, and accumulate the integration and derivative application capabilities of power systems and energy storage.
-
(6) Impact of corporate image change on corporate crisis management and countermeasures The Company is a professional production company of power supply products and broadband network terminal equipment, and since its establishment, the Company has focused on its own business operations, with good business results and reputation, and there is no relevant report on the market that is unfavorable to the Company's corporate image, so there is no problem of corporate image change.
-
(7) Expected benefits and possible risks of mergers and acquisitions:
The Company and its subsidiaries currently have no plans to acquire other companies.
- (8) Expected Benefits from, Risks Relating to and Response to Factory Expansion Plans: None.
143
(9) Risks associated with any consolidation of sales or purchasing operations:
-
Risk of concentrated procurement:
-
Some products use specific chipset (such as Echonet, Realtek) as a single source (no alternative material) and have a long delivery period, and have adopted a strategy to prepare materials.
The design plan and system integration of the energy storage related business contracted by the subsidiary are project procurement.
The Company and its subsidiaries are still actively developing other suppliers, and there has not been any shortage or interruption of supply. situation.
-
Sales concentration risk:
-
Although the Company's communication business and power supply business have a slight concentration of customers, it has actively developed new products and accelerated the expansion of customers to reduce the risk of customer concentration.
The energy storage business of the subsidiary is contracted and built in a project manner, and its service targets are stable with the general manufacturing industry.
In addition to maintaining a good cooperative relationship with current customers, the Company and its subsidiaries will also continue to actively explore other new customers and new business opportunities. Therefore, despite the concentration of sales, there is no significant risk of concentration of sales.
-
(10) Effect upon and risk to the company in the event a major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10% stake in the company has been transferred or has otherwise changed hands, and there is no effect on the company's operations.
-
(11) Effects of, Risks Relating to and Response to the Changes in Management Rights:
-
The Company currently has 114,969,311 ordinary shares in issue, and the total number of shares held by all directors is 18,972,380, accounting for approximately 16.50% of the total issued shares. The directors of the company have maintained good operating performance of the company in recent years. In the future, they will also uphold a stable business philosophy and good management ethics to create growth in the company's operations and profits, and strive for the recognition of all shareholders to the management team.
(12) Litigation or non-litigation events:
-
The Company transferred China Potevio Company Limited and Potevio International Company Limited to China Potevio Company Limited in June 2018.
-
The Company failed to pay the Company the receivable payment on behalf of others in the amount of USD 4,459 thousand. The Company has appointed a lawyer to submit for arbitration. In April 2023, the Company received a notice from South China International Economic and Trade Arbitration Commission that the award period will be extended to 30 June 2023.
-
On 24 April 2019, the investigation and investigation unit sent personnel to the Company to search and investigate the transactions between the Company and China Potevio Company Limited and Potevio International Trade Company Limited. The case is still in the investigation stage so far. The Company has fully cooperated with the investigation request and provided the relevant documents and account books and information of the aforementioned transactions.
144
(13) Other major risks:
The Company's information security structure and operations are as follows:
-
In order to implement information security management and prevent the leakage of operational data or personal data of employees and customers, the Company adopts active information security strengthening measures. In addition to ISP computer room intrusion protection, double-A mail protection, the establishment of firewalls, anti-virus and anti-ransomware deployment, and off-site support, information security publicity is irregularly communicated to strengthen employees' information security awareness.
-
In 2022, the Company did not experience any major cyber attacks
that impacted the Company's operations. 7. Other important matters: None.
145
VIII. SPECIAL NOTES
1. Private Placement Securities in the Most Recent Year and as of the Date of Publication of the
Annual Report:
==> picture [464 x 661] intentionally omitted <==
----- Start of picture text -----
2022 cash capital increase private common
Proje stock
ct
Issue date (stock release date): 22 March
2023
Type of private Common shares
placement securities
Date and amount
On 9 June 2022, the shareholders' meeting approved the issuance of no more than
approved by the 15,000,000 shares.
Board of Directors
Basis and The date of the board meeting, 14 March 2023, is set as the price determination date.
reasonableness of (1) The simple average closing price of the common shares of the Company for either the 1, 3,
price setting or 5 business days before the price determination date, after adjustment for any distribution
of stock dividends, cash dividends or capital reduction, was NT $43, NT $43.40, and NT
$44.15, respectively.
(2) The simple average closing price of the common shares of the Company for the 30
business days before the price determination date, after adjustment for any
distribution of stock dividends, cash dividends or capital reduction, was NT
$41.03.
Therefore, the reference price of this private placement is NT $44.15. After
comprehensive consideration
The actual subscription price per share of private placement was NT $35.32, which was
80% of the reference price and was not lower than the subscription price.
The minimum number of resolutions of the shareholders' meeting.
Method for selecting The objects of the private placement of common shares are in compliance with Article
specific persons 43-6 of the Securities and Exchange Act and the Financial Supervisory Commission.
13 June (91) The person specified in the relevant regulations of Tai-Cai-Zheng-Yi-Zi
No. 0910003455 order is
Limited to strategic investors.
Reasons for necessity of The Company evaluates the capital market conditions and considers the timeliness,
private placement convenience, issuance costs and equity stability of fund raising, so it adopts private placement to
issue ordinary shares.
Payment completion date 15 March 2023
Target of Sino-American Silicon Products Inc.
Subscribe
private
r profile placement
Qualifications Subparagraph 2, Paragraph 1, Article 43-6 of the Securities and
Exchange Act
Subscription 15,000,000 shares of common stock
quantity
Relationship Nil.
with the
Company
Participatio
Nil.
n in
company
operations
Actual subscription NT $35.32 per share
price
Difference between
Difference between actual subscription price and reference price NT
actual subscription $8.83
price and reference
price
----- End of picture text -----
146
==> picture [463 x 492] intentionally omitted <==
----- Start of picture text -----
Impact of private The regulation that privately placed securities cannot be freely transferred within
placement on
three years will ensure the long-term relationship between the company and the
shareholders' equity
subscribers, so there is certain protection of shareholders' rights and interests. In
addition, after the capital increase, the Company is expected to strengthen its competitiveness and
improve operating efficiency, which will have a positive benefit to shareholders' equity.
Use of private placement Accum
funds and ulated
Project implementation Estimated Actual Interna Balance and Reasons
progress First quarter of 2023 expenditur amount tional spendi description of purpose and Improve
es used
ng and of unused ment
its funds Plans for
hundre Leading
d or Behind
percent the
Percenta Project
ge (%) Schedule
Others:
Enrichment
camp
Working capital, According
repayment to the
company's
operation
Bank loans, Operation
progress
I n r e sp o n se 529,800,000 439,000,000 83 Treadmill, Not
to th e still applicable.
fu t u re
D iv e r s if ie d U nus e d
m a n ag e m en 90,800,000
t
a n d
c om pa n y
o p e r a tion s
Plan and other
needs.
Benefits of private It can improve the financial structure and reduce the company's financial operating
placement
risks, which will have a positive and substantial benefit to the company's
shareholders' equity.
----- End of picture text -----
2. The Shares in the Company Held or Disposed of by Subsidiaries in the Most Recent Years: None.
3. Other supplementary information: None.
4. Matters that have a significant impact on shareholders' equity or securities prices as stipulated in Article thirty-six, Paragraph 2, Subparagraph 2 of the Securities and Exchange Act in the most recent year and up to the date of publication of the annual report: None.
147
Billion Electric Co., Ltd. Audit Committee ’ s Review Report
The Board of Directors has prepared the Company's 2022 business report, financial statements (including consolidated financial statements), and earnings distribution proposals; Among them, the financial statements (including consolidated financial statements) have been audited by KPMG Taiwan appointed by the board of directors and an audit report has been issued.
The above-mentioned business report, financial statements (including consolidated financial statements) and earnings distribution proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of the Company. According to Article 14-4 of the Securities and Exchange Act and Article two hundred and nineteen of the Company Act, we hereby submit this report for your review.
To
2023 Annual General Meeting
Billion Electric Co., Ltd.
Convener of the Audit Committee:
==> picture [91 x 11] intentionally omitted <==
148
Independent Auditor ’ s Report
To: Board of Directors of Billion Electric Co., Ltd. For general public information:
Audit opinions
We have audited the accompanying parent company only balance sheets of Billion Electric Co., Ltd. as at December 31, 2022, as well as the parent company only comprehensive income statements, parent company only statement of changes in equity, parent company only statement of cash flows, and notes to parent company only financial statements (including the summary of significant accounting policies) of for the periods from January 1 to December 31, 2022.
In our opinion, based on our audits and the reports of other auditors as described in the Other Matter section of our report, the parent company only financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers in all material respects, and are sufficient to express the financial position of Billion Electric Co., Ltd. as at December 31, 2022, as well as the parent company's financial performance and cash flow for the period from January 1 to December 31, 2022.
Basis of Audit Opinions
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards. Our responsibilities under those standards are further described in the Accountant's Responsibilities for the Audit of the Parent Company Only Financial Statements section of this report. We are independent of Billion Electric Co., Ltd. in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China ( the Code ” ), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Other Matters
The 2021 parent company only financial statements of Billion Electric Co., Ltd. was audited by other auditors, and an unqualified opinion was issued on March 28, 2022.
Financial statements of certain subsidiaries accounted for using under equity method that are included in the 2022 parent company only financial statements are not audited by us, but by other auditors. Therefore, our opinions on this parent company only financial statements that is related to the financial statements of the said subsidiaries are based on audit report issued by other accountants. The investment accounted for using equity method amounted to NT$53,097 thousand as of December 31, 2022, accounting for 2.55% of total assets; the share of income of subsidiaries and associates recognized under the equity method amounted to NT$40 thousand for the year ended December 31, 2022, accounting for 0.09% of the net profit before tax.
Key Audit Matters
The key audit matters refers to the most important matters regarding the audit of the parent company only financial statements of Billion Electric Co., Ltd. for the year of 2022 according to our professional judgment. These matters have been addressed in the context of our audit of the Parent Company Only Financial Statements as a whole, and in forming our audit opinion. As such, we do not express a separate opinion on these matters. The key audit matters of the Consolidated Financial Statements of Billion Group for the year of 2022 are as follows:
149
Income from sales and income from sales of subsidiaries accounted for using the equity method
For the accounting policies regarding the recognition of sales revenue, please refer to Note 4 (16) -- Income Recognition of the parent company only financial statements; for disclosure of relevant information about sales revenue, please refer to Note 6 (25) -- Revenue from Contracts with Customers of the parent company only financial statements.
Explanation of Key Audit Matters:
The principle source of income of Billion Electric Co., Ltd. and its subsidiaries accounted for using the equity method is income from sales of products. A portion of the income is derived from primary customers added in the current year, which has a significant impact on the overall financial statement and its main risk is whether the income actually occurs. Thus, we prioritize sales revenue in the audit of the financial statements.
How the matter was addressed in our audit:
-
Understand the aforementioned internal control of sales revenue for sales customers and evaluate and test the effectiveness of its design and execution.
-
Obtain the aforementioned list of sales customers and assess whether the relevant background, transaction amount and credit limit are reasonable for the size of the company.
-
Take a copy of sales invoice of the above sales customer as reference and select an appropriate sample, verify the external shipping documents, investigate the recipient, receivable condition and transaction condition, whether there are no significant abnormalities, to ensure the authenticity of the sales revenue.
-
The details of the income after the accounting period shall be checked for significant depreciation to confirm whether there are any significant abnormalities in revenue recognition.
Responsibilities of management and governing body for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the accounting reports in accordance with Regulations of Financial Treatment of Industrial and Commercial Groups ” promulgated by Ministry of the Interior and Enterprise Accounting Standards and its interpretations, and for maintenance of necessary internal control in the preparation of the Parent Company Only Financial Statements, so as to ensure that the Parent Company Only Financial Statements are free from material misstatements, whether due to fraud or error.
In preparing the accounting reports, management is responsible for assessing Billion Electric Co., Ltd.'s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate Billion Electric Co., Ltd. or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the audit committee) of Billion Electric Co., Ltd. are responsible for supervising the financial reporting process.
Auditor ’ s responsibilities for the audit of the parent company only financial statements
The purpose of our audit on the Parent Company Only Financial Statements is to obtain reasonable assurance as to whether the Parent Company Only Financial Statements as a whole contain material misstatement due to fraud or error, and to provide an audit report. Reasonable assurance is high level of assurance, but is not a guarantee that an audit conducted in accordance with the Generally Accepted Auditing Standards (GAAS) will always detect a material misstatement when it exists. Misstatements could be resulted from fraud or error. The misstated amounts are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the Parent Company Only Financial Statements.
150
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We have also executed the following tasks:
-
Identified and evaluated the risk of material misstatements due to fraud or error in the Parent Company Only Financial Statements; designed and carried out appropriate countermeasures for the evaluated risks; obtained sufficient and appropriate evidence to provide a basis for our audit opinion. The risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain the necessary understanding of the internal controls involved in the audit to design an appropriate audit procedure under the circumstances, except that the purpose is not to express an opinion on the effectiveness of the internal controls of Billion Electric Co., Ltd.
-
Evaluate the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and related disclosures made by management.
-
On the basis of the verification evidence obtained, it is concluded whether there is significant uncertainty about the appropriateness of the continuing operations accounting basis adopted by the management and the events or circumstances that may cause significant doubt about the ability of Billion Electric Co., Ltd. to continue its operations. If we reckon that material uncertainties exist in the events or conditions, we are obliged to include in our audit report a reminder that draws the attention of users of the Parent Company Only Financial Statements to relevant disclosures contained therein, or to modify our audit opinion when such disclosures are considered inappropriate. Our conclusions are based on the audit evidence obtained up to the date of our auditor
’s report. However, future events or circumstances may cause Billion Electric Co., Ltd. to no longer be able to continue operating. -
Evaluated the overall presentation, structure and content of the Parent Company Only Financial Statements (including relevant notes), and whether it adequately represents the underlying transactions and events.
-
Obtain sufficient and appropriate verification evidence of the financial information of subsidiaries accounted for using the equity method to express an opinion on the parent company only financial statements. We are responsible for directing, overseeing, and executing the audit of and forming the audit opinion on Billion Electric Co., Ltd.
We communicate with the governing body regarding, among other matters, the planned scope and timing of the audit and significant audit findings (including any significant deficiencies in internal control that we identified during our audit).
We also provide the governing body with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of Billion Electric Co., Ltd. for the year 2022. We describe these matters in our auditor ’ s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
151
KPMG
CPAs:
Competent authority approval : Taiwan Financial Certificate (6) No. number 0930106739 Jin-Guan-Zheng-Shen-Zi No. 1040003949 March 14, 2023
152
Billion Electric Co., Ltd. Balance Sheets December 31, 2022 and 2021
Unit: Thousands NTD
| Assets Current assets: 1100 Cash and cash equivalents (Note 6(1)) 1110 Financial assets at fair value through profit or loss - current (Note 6(2)) 1136 Financial assets at amortized cost - current (Note 6(4)) 1151 Notes receivable (Notes 6(5) and (25)) 1170 Net accounts receivable (Notes 6(5) and (25)) 1180 Net accounts receivable - related parties (Notes 6(5) and (25) and 7) 1200 Other receivables (Note 6(6)) 1210 Other receivables - related parties (Notes 6(6) and 7) 1220 Income tax assets in the current period 1300 Net inventories (Note 6(7)) 1470 Other current assets (Note 6(15)) 1482 Contract performance costs - current (Note 6(25)) Total current assets Non-current assets 1517 Financial assets at fair value through other comprehensive income - non-current (Note 6(3)) 1535 Financial assets at amortized cost - non-current (Note 6(4)) 1550 Investments using the equity method (Note 6(8), (9), (10) and (11)) 1600 Property, plant and equipment (Note 6(12)) 1755 Right-of-use assets (Note 6(13)) 1760 Investment property (Note 6(14)) 1780 Intangible assets 1840 Deferred income tax assets (Note 6(21)) 1900 Other non-current assets (Note 6(15)) Total non-current assets Total assets |
December 31, 2022 Amount % $ 149,111 7 25,645 1 61,460 3 955 - 31,418 2 17,804 1 12,008 - 20,132 1 160 - 139,807 7 24,335 1 55,704 3 538,539 26 3,797 - 437,152 21 581,285 28 371,866 18 50,515 2 60,680 3 535 - 14,690 1 23,128 1 1,543,648 74 |
December 31, 2022 Amount % $ 149,111 7 25,645 1 61,460 3 955 - 31,418 2 17,804 1 12,008 - 20,132 1 160 - 139,807 7 24,335 1 55,704 3 538,539 26 3,797 - 437,152 21 581,285 28 371,866 18 50,515 2 60,680 3 535 - 14,690 1 23,128 1 1,543,648 74 |
December 31, 2021 Amount % 296,296 14 85,002 4 3,700 - 46 - 27,441 1 114,389 5 10,837 1 42 - 379 - 164,773 8 23,835 1 - - 726,740 34 3,797 - 393,710 19 457,804 21 393,600 18 57,957 3 61,009 3 455 - 16,199 1 27,893 1 1,412,424 66 2,139,164 100 Liabilities and equity Current liabilities: 2100 Short-term borrowings (Note 6(16)) 2130 Contract liabilities - current (Note 6(25)) 2170 Accounts payables 2200 Other payables 2220 Other payables - related parties (Note 7) 2230 Income tax liabilities for the current period (Note 6(21)) 2250 Provision for liabilities - current (Note 6(19)) 2280 Lease liabilities - current (Note 6(18)) 2320 Long-term borrowings due within one year (Note 6(17)) 2300 Other current liabilities Total current liabilities Non-current liabilities: 2540 Long-term borrowings (Note 6(17)) 2570 Deferred income tax liabilities (Note 6(21)) 2580 Lease liabilities - non-current (Note 6(18)) 2640 Net defined benefit liabilities - non-current (Note 6(20)) 2645 Guarantee deposits received Total non-current liabilities Total liabilities Equity (Note 6(22)): 3110 Ordinary shares capital 3140 Advance receipts for ordinary shares 3200 Capital surplus Retained earnings: 3310 Legal surplus reserve 3320 Special surplus reserves 3350 Unappropriated earnings Other equity: 3410 Exchange differences on translating the financial statements of foreign operations 3420 unrealized gain or loss on financial assets measured at fair value through other comprehensive income 3500 Treasury shares Total equity Total liabilities and equity |
December 31, 2022 Amount % $ 217,000 10 23,613 1 32,336 2 35,975 2 1,238 - 2,554 - 9,585 1 5,783 - 23,483 1 10,671 1 362,238 18 56,641 3 29,777 1 44,929 2 16,640 1 483 - 148,470 7 510,708 25 996,973 48 1,205 - 308,439 15 215,979 10 75,152 3 47,216 2 338,347 15 (6,080) - (41,492) (2) (25,913) (1) 1,571,479 75 $ 2,082,187 100 |
December 31, 2021 Amount % 299,000 14 28,340 1 86,029 4 38,173 2 - - 9,414 1 9,426 1 5,443 - 4,657 - 4,425 - 484,907 23 55,187 3 28,246 1 52,225 2 21,821 1 533 - 158,012 7 642,919 30 988,563 46 - - 301,289 14 213,373 10 55,830 3 26,057 1 295,260 14 (24,358) (1) (41,492) (2) (23,017) (1) 1,496,245 70 2,139,164 100 |
|---|---|---|---|---|---|
| Amount $ 149,111 25,645 61,460 955 31,418 17,804 12,008 20,132 160 139,807 24,335 55,704 |
Amount $ 217,000 23,613 32,336 35,975 1,238 2,554 9,585 5,783 23,483 10,671 |
||||
| 362,238 | |||||
| 56,641 29,777 44,929 16,640 483 |
|||||
| 538,539 | |||||
| 3,797 437,152 581,285 371,866 50,515 60,680 535 14,690 23,128 |
|||||
| 148,470 | |||||
| 510,708 | |||||
| 996,973 1,205 308,439 |
|||||
| 215,979 75,152 47,216 |
|||||
| 1,543,648 | |||||
| 338,347 | |||||
| (6,080) (41,492) |
|||||
| (25,913) | |||||
| $ 2,082,187 |
100 | ||||
| 1,571,479 | |||||
| $ 2,082,187 |
Chairman: Zhong-Ting Chen
(Please refer to the notes attached to this financial statement.) Manager: Hong-Zheng Chen
Accounting Supervisor: Ying-Hui Su
153
Billion Electric Co., Ltd. Comprehensive Income Statements January 1 to December 31, 2022 and 2021
Unit: Thousands NTD
| 4000 Operating income (Notes 6(25) and 7) 5000 Operating cost (Notes 6(7), (12), (13), (20) and 7) Operating gross profit 5910 Less: unrealized gain on sale of goods 5920 Add: Realized sales profit Realized operating gross profit Operating expenses (Notes 6(12), (13), (18), (23) and (26)): 6100 Sales expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Reversal gain on expected credit impairment Total operating expenses Net amount of other income and expenses (Note 6(27)) 6500 Net amount of other income and expenses Net operating loss Non-operating income and expenses (Notes 6(14), (28) and 7) 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Financial costs 7060 Share of profit or loss of subsidiaries and associates recognized under equity method Total non-operating income and expenses 7900 Net profit before tax 7951 Less: Income tax expense (Note 6(21)) 8200 Net profit for the year 8300 Other comprehensive income (Note 6(21) and (22)): 8310 Items that will not be reclassified to profit or loss 8311 Remeasurement of defined benefit plan 8349 Less: Income tax related to non-reclassified items Total of items that will not be reclassified to profit or loss 8360 Items that may be subsequently reclassified to profit or loss 8361 Exchange differences on translating the financial statements of foreign operations 8399 Less: Income tax related to items that may be reclassified to profit or loss Total of items that may be subsequently reclassified to profit or loss 8300 Other comprehensive income for the year 8500 Total comprehensive income for the year Earnings per share (NTD) (Note 6(24)) 9750 Basic earnings per share 9850 Diluted earnings per share |
2022 Amount % $ 480,746 100 388,801 81 |
2021 Amount % 578,699 100 461,819 80 |
|
|---|---|---|---|
| 91,945 19 |
116,880 20 |
||
| 23,229 5 19,094 4 |
18,954 3 17,586 3 |
||
| 87,810 18 |
115,512 20 |
||
| 39,979 8 45,353 10 76,814 16 - - |
57,143 10 40,456 7 86,068 15 (5,000) (1) |
||
| 162,146 34 |
178,667 31 |
||
| 16,739 4 |
105 - |
||
| (57,597) (12) |
(63,050) (11) |
||
| 5,886 1 18,108 4 70,471 15 (7,250) (2) 14,795 3 |
3,709 1 19,418 3 56,210 10 (5,917) (1) 35,094 6 |
||
| 102,010 21 |
108,514 19 |
||
| 44,413 9 4,508 1 |
45,464 8 18,460 3 |
||
| 39,905 8 |
27,004 5 |
||
| 3,978 1 796 - |
1,613 - 323 - |
||
| 3,182 1 |
1,290 - |
||
| 22,848 5 4,570 1 |
42,720 7 8,115 1 |
||
| 18,278 4 |
34,605 6 |
||
| 21,460 5 |
35,895 6 |
||
| $ 61,365 13 |
62,899 11 |
||
| $ 0.41 |
0.28 0.27 |
||
| $ 0.40 |
(Please refer to the notes attached to this financial statement.)
Chairman: Zhong-Ting Chen Manager: Hong-Zheng Chen
Accounting Supervisor: Ying-Hui Su
154
Billion Electric Co., Ltd. Statements of Changes in Equity January 1 to December 31, 2022 and 2021
Unit: Thousands NTD
| Balance as of January 1, 2021 Net profit for the year Other comprehensive income for the year Total comprehensive income for the year Earnings appropriation and distribution: Provision of legal reserve Provision of special surplus reserve Repurchase of treasury shares Changes in ownership interests in subsidiaries Share-based payment Balance as of December 31, 2021 Net profit for the year Other comprehensive income for the year Total comprehensive income for the year Earnings appropriation and distribution: Provision of legal reserve Provision of special surplus reserve Share of changes in associates and joint ventures recognized under equity method Repurchase of treasury shares Difference between actual acquisition or disposal of equity interest in a subsidiary and its carrying value Changes in ownership interests in subsidiaries Share-based payment Balance as of December 31, 2022 |
Ordinary shares capital $ 988,563 |
Advance receipts for ordinary shares |
Capital surplus |
Legal surplus reserve |
Retained | earnings | Total | Other equity items | Treasury shares |
Total equity | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchange differences on translating the financial statements of foreign operations (58,963) |
Unrealized gain (loss) on financial assets measured at fair value through other comprehensive income |
Total | ||||||||||
Special surplus reserves 51,407 |
Unappropriat ed earnings 4,915 |
|||||||||||
| - | 295,873 | 212,882 | 269,204 | (41,492) | (100,455) | (2,145) | 1,451,040 | |||||
| - - |
- - |
- - |
- - |
- - |
27,004 1,290 |
27,004 1,290 |
- 34,605 |
- - |
- 34,605 |
- - |
27,004 35,895 |
|
| - | - | - | - | - | 28,294 | 28,294 | 34,605 | - | 34,605 | - | 62,899 | |
| - - - - - |
- - - - - |
- - - - 5,416 |
491 - - - - |
- 4,423 - - - |
(491) (4,423) - (2,238) - |
- - - (2,238) - |
- - - - - |
- - - - - |
- - - - - |
- - (39,169) - 18,297 |
- - (39,169) (2,238) 23,713 |
|
| 988,563 | - | 301,289 | 213,373 | 55,830 | 26,057 | 295,260 | (24,358) | (41,492) | (65,850) | (23,017) | 1,496,245 | |
| - - |
- - |
- - |
- - |
- - |
39,905 3,182 |
39,905 3,182 |
- 18,278 |
- - |
- 18,278 |
- - |
39,905 21,460 |
|
| - | - | - | - | - | 43,087 | 43,087 | 18,278 | - | 18,278 | - | 61,365 | |
| - - - - - - 8,410 |
- - - - - - 1,205 |
- - 32 - 47 2,223 4,848 |
2,606 - - - - - - |
- 19,322 - - - - - |
(2,606) (19,322) - - - - - |
- - - - - - - |
- - - - - - - |
- - - - - - - |
- - - - - - - |
- - - (3,181) - - 285 |
- - 32 (3,181) 47 2,223 14,748 1,571,479 |
|
| $ 996,973 |
1,205 | 308,439 | 215,979 | 75,152 | 47,216 | 338,347 | (6,080) | (41,492) | (47,572) | (25,913) |
(Please refer to the notes attached to this financial statement.)
Chairman: Zhong-Ting Chen
Manager: Hong-Zheng Chen
Accounting Supervisor: Ying-Hui Su
155
Billion Electric Co., Ltd.
Statements of Cash Flows
January 1 to December 31, 2022 and 2021
Unit: Thousands NTD
| 2022 2021 Cash flows from operating activities: Net profit before tax for the year $ 44,413 45,464 Adjustments: Adjustments to reconcile profit and loss Depreciation expenses 21,529 20,079 Amortization expense 507 655 Reversal gain on expected credit impairment - (5,000) Net loss (gain) on financial assets and liabilities measured at fair value through profit or loss 16,393 (842) Interest expenses 7,250 5,917 Interest income (5,886) (3,709) Dividend income (2,287) (2,273) Remuneration cost for share-based payment 1,911 5,358 Share of profit of subsidiaries and associates recognized under equity method (14,795) (35,094) Gains from disposal of property, plant and equipment (16,895) (105) Disposal of investment income using the equity method (22,166) (63,404) Loss from modification of lease contracts 156 - Unrealized gain on sale of goods 23,229 18,954 Realized sales profit (18,597) (17,586) Unrealized gain on foreign currency exchange (6,787) (4,354) Total adjustments to reconcile profit and loss (16,438) (81,404) Net changes related to operating assets/liabilities: Financial assets at fair value through profit or loss 42,964 (18,123) Notes receivable (909) (24) Accounts receivable (4,573) 22,744 Accounts receivable - related parties 97,045 (14,953) Other receivables (5,414) (2,541) Other receivables from related parties (62) 15,678 Inventories 24,966 (17,036) Other current assets (500) (16,498) Contract performance costs (55,704) - Contract liabilities - current (4,727) 19,605 Accounts payables (53,869) 29,223 Accounts payables - related parties - (13,075) Other payables (4,542) (1,922) Other payables to related parties 1,238 - Other current liabilities 6,246 10,579 Net defined benefit liabilities (1,203) 33 Adjustments: 24,518 (67,714) (Please refer to the notes attached to this financial statement.) Chairman: Zhong-Ting Chen Manager: Hong-Zheng Chen Accounting Supervisor: Ying-Hui Su |
2022 $ 44,413 |
2021 45,464 |
|---|---|---|
| 21,529 507 - 16,393 7,250 (5,886) (2,287) 1,911 (14,795) (16,895) (22,166) 156 23,229 (18,597) (6,787) |
20,079 655 (5,000) (842) 5,917 (3,709) (2,273) 5,358 (35,094) (105) (63,404) - 18,954 (17,586) (4,354) |
|
| (16,438) | (81,404) | |
| 42,964 (909) (4,573) 97,045 (5,414) (62) 24,966 (500) (55,704) (4,727) (53,869) - (4,542) 1,238 6,246 (1,203) |
(18,123) (24) 22,744 (14,953) (2,541) 15,678 (17,036) (16,498) - 19,605 29,223 (13,075) (1,922) - 10,579 33 |
|
| 24,518 | (67,714) |
156
Billion Electric Co., Ltd.
Statements of Cash Flows
January 1 to December 31, 2022 and 2021
| Cash inflow (outflow) from operating activities Interests received Interests paid Income tax paid Net cash inflow (outflow) from operating activities Cash flows from investing activities: Acquisition of financial assets at amortized cost Disposal of financial assets measured at amortized cost Acquisition of investments using the equity method Disposal of subsidiaries Acquisition of properties, plants and equipments Disposal of properties, plants and equipments Increase in other receivables Decrease in other receivables Increase in other receivables - related parties Acquisition of intangible assets Increase in other non-current assets Dividends received Net cash (outflow) inflow from investment activities Cash flows from financing activities: Decrease in short-term loans Proceeds from long-term borrowings Repayment of long-term borrowings Decrease in guarantee deposits received Employee stock options exercised Cost of repurchase treasury shares Treasury shares acquired by employees Acquisition of equity of subsidiaries Disposal of equity of subsidiaries (no loss of control over the subsidiaries) Repayment of the lease principal amount Net cash inflow (outflow) from financing activities Effect of exchange rate changes on cash and cash equivalents (Decrease) increase in cash and cash equivalents for the period Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year |
Unit: Thousands NTD 2022 2021 |
|---|---|
| $ 68,931 (22,250) 4,524 3,851 (7,311) (5,978) (13,475) (17,047) |
|
| 52,669 (41,424) |
|
| (101,202) - - 48,497 (27,000) (4,600) 23,452 267,426 (43,409) (31,513) 83,582 105 - (6,689) 5,575 8,000 (20,000) (42) (587) (146) (9,151) (8,897) 11,603 13,183 |
|
| (77,137) 285,324 |
|
| (82,000) (15,000) 87,925 1,000 (67,645) (4,594) (50) (111) 12,115 - (3,181) (39,169) 285 18,297 (71,593) (119,000) 260 - (6,158) (6,443) |
|
| (130,042) (165,020) |
|
| 7,325 2,477 (147,185) 81,357 296,296 214,939 $ 149,111 296,296 |
(Please refer to the notes attached to this financial statement.)
Chairman: Zhong-Ting Manager: Hong-Zheng Accounting Supervisor: Chen Chen Ying-Hui Su
157
Billion Electric Co., Ltd. Notes to Parent Company Only Financial Statements
2022 and 2021
(In Thousands of New Taiwan Dollars, Unless Otherwise Specified)
I. Company History
Billion Electric Co., Ltd. (hereinafter referred to as the Company) was approved for establishment on March 26, 1973. Its main business covers the manufacture of electronic components, design, manufacture and sales of integrated digital service network (ISDN), broadband communication network terminal equipment and systems (ADSL) and broadband routers (Router), renewable energy power generation for self-use and energy technology services.
II. Date and Procedures of Authorization of Financial Statements
This parent company only financial statement was approved by the Board of Directors on March 14, 2023.
III. Applicability of Newly Issued and Revised Standards and Interpretations
- (I) Effect of the adoption of new and revised standards and interpretations endorsed by the Financial Supervisory Commission (hereinafter referred to as the "FSC")
The Company has applied the following newly amended IFRS since January 1, 2022, and this
has not had a significant impact on parent company only financial statement.
-
Amendment to IAS 16, Property, Plant and Equipment - Proceeds before Intended Use
-
Amendment to IAS 37, Onerous Contracts — Cost of Fulfilling a Contract
-
Improvement to IFRS 2018-2020
-
Amendment to IFRS 3, Reference to the Conceptual Framework
-
(II) Impact of not yet adopting FSC-approved IFRS
The Company assesses that the application of the following newly amended IFRS effective as of January 1, 2023 will not have significant impacts on the parent company only financial statement.
-
Amendment to IAS 1, Disclosure of Accounting Policies
-
Amendment to IAS 8, Definition of Accounting Estimates
-
Amendment to IAS 12, Deferred Tax related to Assets and Liabilities arising from a Single Transaction
158
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
- (III) New and Revised Guidelines and Interpretations Not Endorsed by FSC
Standards and interpretations issued and amended by the IASB but not yet endorsed by FSC, which may be of interest to the Company, are as follows:
| New or revised guidelines Amendment to IAS 1 Classification of Liabilities as Current or Non-Current |
Main changes Effective date issued by IASB The current IAS 1 stipulates that liabilities for which an enterprise has not unconditionally deferred the repayment period to at least twelve months after the reporting period shall be classified as current. The amendment deletes the requirement that the right should be unconditional and instead requires that the right must exist and be substantial at the end of the reporting period. The amendment clarifies how enterprise should classify the liabilities paid off by issuing its own equity instruments (such as convertible corporate bonds). January 1, 2024 |
Effective date issued by IASB |
|---|---|---|
The company is continuously assessing the impact of the above-mentioned standards and interpretations on the company's financial position and operating results, and the relevant impact will be disclosed when the assessment is completed.
The Company expects that the following other unrecognized new and amended guidelines will not have significant impacts on parent company only financial statement.
-
Amendment to IFRS 10 and IAS 28, Sale or Contribution of Assets between an Investor and Its Associate or Joint Venture
-
IFRS 17 Insurance Contracts and Amendment to IFRS 17
-
Amendment to IAS 1, Non-current liabilities with Covenants
-
Amendment to IFRS 17, Initial Application of IFRS 17 and IFRS 9 ― Comparative Information
-
Amendments to IFRS 16, Lease Liability in a Sale and Leaseback
IV. Summarized Remarks on Significant Accounting Policies
The summary of significant accounting policies used in this parent company only financial statement is as follows. The following accounting policies have been applied consistently for all periods of presentation of this parent company only financial statement.
- (I) Statement of Compliance
This parent company only financial statement was prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
- (II) Basis of Preparation
159
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
-
Basis of Measurement
-
Except for the following important items in the balance sheet, this parent company only financial statement is prepared on the basis of historical costs: Financial assets measured at fair value through profit or loss measured at fair value; Financial assets at fair value through other comprehensive income measured at fair value;
Net defined benefit liabilities are determined by deducting the present value of benefit obligations from the fair value of pension fund assets.
-
Functional Currency and Presentation Currency Each entity of the Company uses the currency of the primary economic environment in which it operates as its functional currency. The Parent Company Only Financial Statements are presented in New Taiwan Dollars, Cleanaway's functional currency. All financial information expressed in NT$ is expressed in thousands of NT$.
-
(III) Foreign currency
-
Foreign Currency Transactions
- Foreign currency transactions are converted into functional currency at the exchange rate of the trading day. At the end of each subsequent reporting period (hereinafter referred to as the reporting date), monetary items in foreign currencies are converted into functional currency at the exchange rate on that day. The exchange differences arising from conversion are usually recognized in profit or loss.
-
Foreign operating institutions The assets and liabilities of foreign operating institutions are converted into NT$ at the exchange rate on the reporting date; the amount of income and expenses are converted into NT$ at the average exchange rate for the current period, and the resulting exchange difference is recognized in other comprehensive income.
- When the disposal of a foreign operating institution results in loss of control or significant impact, the cumulative exchange difference associated with the foreign operating institution is fully reclassified as profit or loss. When part of the disposal includes subsidiaries of foreign operating institutions, the relevant cumulative exchange difference is pro rata re-attributed to non-controlling interests. Foreign currency exchange gains or losses arising on monetary receivables or payables of foreign operating institutions are considered to be part of the net investment in the foreign operating institutions and are considered to be other comprehensive gains or losses if there is no repayment plan and it is not possible to repay it in the foreseeable future. For the monetary receivable or payable items of foreign operating institutions, if there is no settlement plan and it is impossible to pay off in the foreseeable future, the exchange gains and losses arising therefrom shall be regarded as part of the net investment in the foreign operating institution and recognized in other comprehensive income.
160
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
-
(IV) Criteria for classification of current and non-current assets and liabilities Assets that meet one of the following conditions are classified as current assets, and all other assets that are not current assets are classified as non-current assets:
-
The asset is expected to be realized in its normal operating period or is intended to be sold or consumed;
-
The asset is held primarily for the purpose of trading;
-
The asset is expected to be realized within twelve months after the reporting period; or
-
The asset is cash or cash equivalents, unless there are other restrictions on the exchange or use of the asset to meet liabilities at least twelve months after the reporting period.
Liabilities that meet one of the following conditions are classified as current liabilities, and
all other liabilities that are not current liabilities are classified as non-current liabilities:
-
The liability is expected to be settled during the normal operating period;
-
The liability is held primarily for the purpose of trading;
-
The liability is expected to mature within twelve months after the reporting period; or
-
Liabilities for which there is no unconditional right to defer repayment to at least twelve months after the reporting period. The terms of the liability, which may, at the option of the counterparty, result in its liquidation through the issuance of equity instruments do not affect its classification.
-
(V) Cash and cash equivalents
-
Cash includes cash on hand and demand deposits. Cash equivalents refer to short-term and highly liquid investments that can be converted into fixed amounts of cash at any time and have an insignificant risk of value change. Time deposits that meet the aforementioned definition and are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes are listed in the cash equivalents.
-
(VI) Financial instruments Accounts receivable are originally recognized at the time of generation. All other financial assets and financial liabilities are recognized initially when the Company becomes a party to the contractual terms of the financial instrument. Financial assets (other than accounts receivable that do not include significant financial components) or financial liabilities that are not measured at fair value through profit or loss are originally measured at fair value plus transaction costs that are directly attributable to the acquisition or issue. Accounts receivable, excluding significant financial components, are originally measured at the transaction price.
161
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
- Financial assets
Where the purchase or sale of financial assets conforms to customary transactions, the Company shall consistently adopt the accounting treatment on the transaction date or delivery date for all purchases and sales of financial assets classified in the same manner.
Financial assets at the time of initial recognition are classified as: financial assets measured at the amortized cost, equity instruments measured at fair value through other comprehensive income, or financial assets measured at fair value through profit or loss. Only when the Company changes its business model for managing financial assets, it will reclassify all affected financial assets from the first day of the next reporting period.
- (1) Financial assets at amortized cost
Financial assets are measured at amortized cost when they meet the following conditions at the same time and are not designated as measured at fair value through profit or loss:
-
The financial asset is held under the operating model for the purpose of collecting contractual cash flows.
-
The contractual terms of the financial asset give rise to cash flows on a specific date, which are exclusively the payment of principal and interest on the principal amount outstanding.
These assets are subsequently measured at amortized cost by the original recognized amount plus or minus the accumulated amortization amount calculated using the effective interest method, adjusting for any allowance for losses. Interest income, exchange gains and losses on impairment are recognized in profit or loss. When derecognized, the gain or loss is included in the profit or loss.
-
(2) Financial assets at fair value through other comprehensive income
-
Debt instrument investments that meet the following conditions at the same time, and are not designated as measured at fair value through profit or loss, are measured at fair value through other comprehensive income:
-
The financial asset is held under the operating model for the purpose of collecting contractual cash flows and selling.
-
The contractual terms of the financial asset give rise to cash flows on a specific date, which are exclusively the payment of principal and interest on the principal amount outstanding.
The company holds part of the accounts receivable under the business model for the purpose of collecting contractual cash flow and selling, so these accounts are measured at fair value through other comprehensive income. However, it is listed under the accounts receivable.
162
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
Upon initial recognition, the Company may make an irrevocable choice to report the subsequent fair value of investment in equity instruments not held for trading in other comprehensive income. The aforementioned choices are made on an instrument-by-instrument basis.
Investments in debt instruments are subsequently measured at fair value. Interest income calculated using the effective interest method, exchange gains and losses and impairment losses are recognized in profit or loss, and the remaining net gains or losses are recognized in other comprehensive income. At the time of derecognition, the accumulated other comprehensive income amount is reclassified to profit and loss.
Investments in equity instruments are subsequently measured at fair value. Dividend income (unless it clearly represents the recovery of part of the investment cost) is recognized in profit or loss. The remaining net profit or loss is recognized as other comprehensive income and is not reclassified to profit or loss. Dividend income from equity investments is recognized on the date when the Company has the right to receive dividends (usually the ex-dividend date).
- (3) Financial assets at fair value through profit or loss
Financial assets that are not measured at amortized cost or at fair value through other comprehensive income are measured at fair value through profit or loss, including derivative financial assets. At the time of original recognition, in order to eliminate or significantly reduce the improper accounting ratio, the Company may irrevocably designate financial assets that meet the conditions of measuring at amortized cost or at fair value through other comprehensive income as the financial assets measured at fair value through profit or loss.
These assets are subsequently measured at fair value and their net profit or loss (including any dividend and interest income) is recognized in profit or loss.
- (4) Assess whether the contractual cash flows are exclusively payment of principal and interest on the outstanding principal amount
For the purpose of evaluation, the principal is the fair value of a financial asset at the time of initial recognition, and the interest is composed of the following considerations: the time value of money, the credit risk related to the principal amount outstanding in a specific period, other basic lending risks and costs and profit margin.
To evaluate whether the contractual cash flow is exclusively the payment of the principal and the interest on the principal amount outstanding, the Company considers the terms of the financial instrument contract, including evaluating whether the financial asset contains a contractual term that can change the timing or amount of the contractual cash flow such that it does not meet this condition. In the evaluation, the Company considers:
163
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
-
Any contingencies that change the timing or amount of contractual cash flow;
-
The terms of the contractual coupon rate that may be adjusted, including the characteristics of the variable rate;
-
Prepayment and deferral features; and
-
The Company's right of claim is limited to the terms (e.g., non-recourse characteristics) of cash flows derived from a particular asset.
-
(5) Impairment of financial assets
The Company's financial assets measured at amortized cost (including cash and cash equivalents, financial assets measured at amortized cost, notes receivable and accounts receivable, other receivables, deposits and other financial assets, etc.), debt instrument investments measured at fair value through other comprehensive income, and expected credit losses on contract assets are recognized as allowance for losses.
The following financial assets are measured in terms of the amount of expected credit losses for 12 months, and the rest are measured in terms of the amount of expected credit losses for the duration:
-
Debt securities are determined to have low credit risk at the reporting date; and
-
The credit risk of other debt securities and bank deposits (i.e., the risk of default during the expected duration of the financial instrument) has not increased significantly since the original recognition.
The allowance for losses on accounts receivable and contract assets is measured by the amount of expected credit losses during the duration.
When determining whether the credit risk has increased significantly since the original recognition, the Company considers reasonable and substantiated information (obtainable without excessive cost or investment), including qualitative and quantitative information, and analysis based on the Company's historical experience, credit assessment and forward-looking information.
If the contract payment is overdue for more than 120 days, or the borrower is unlikely to fulfill its credit obligations and pay the full amount to the Company, the Company considers the financial asset to be in default, unless there is reasonable and probative information showing that a later benchmark for default is more appropriate.
If the credit risk rating of a financial instrument is equivalent to the "Investment Grade" defined globally (the investment grade BBB- of Standard & Poor's, the investment grade Baa3 of Moody's, or the investment grade twA of Taiwan Ratings, or higher), the credit risk of the debt security is considered low by the Company. Expected credit losses during the duration refers to expected credit losses arising from all possible defaults during the expected duration of a financial instrument.
164
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
The 12-month expected credit loss refer to expected credit losses arising from possible default events of a financial instrument within twelve months after the reporting date (or a shorter period, if the expected duration of the financial instrument is shorter than twelve months).
The longest period for measuring expected credit losses is the longest contractual period over which the Company is exposed to credit risk.
The expected credit loss is a probability-weighted estimate of credit loss during the expected duration of a financial instrument. Credit losses are measured as the present value of all cash shortfalls, which is the difference between the cash flows that the Company would receive under the contract and the cash flows that the Company expects to receive. Expected credit losses are discounted at the effective interest rate on the financial asset.
The Company assesses whether financial assets measured at amortized cost and debt securities measured at fair value through other comprehensive income are credit-impaired at each reporting date. A financial asset is credit-impaired when one or more events that have an adverse effect on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is creditimpaired includes observable information on the following matters:
-
Significant financial difficulties of the borrower or issuer;
-
Default, such as delay or overdue for more than 120 days;
-
The Company makes concessions to the borrower that would not otherwise be considered by the Company for economic or contractual reasons related to the borrower's financial difficulties;
-
The borrower is likely to file for bankruptcy or other financial reorganizations; or
-
Disappearance of an active market for the financial asset as a result of financial difficulties.
An allowance for losses on financial assets carried at amortized cost is deducted from the asset's carrying amount. The allowance for losses on investments in debt instruments at fair value through other comprehensive income is adjusted in profit or loss and recognized in other comprehensive income (without reducing the carrying amount of the asset).
When the company cannot reasonably expect to recover all or part of the financial assets, it will directly reduce the total book value of its financial assets. For corporate accounts, the company analyzes the timing and amount of write-offs individually on the basis of whether it is reasonably expected to be recoverable. The Company does not expect a significant reversal of the amount written off. However, written-off financial assets are still enforceable to comply with the Company's procedures for recovering overdue amounts.
165
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
- (6) Derecognition of financial assets
The Company will derecognize the financial assets only when the contractual rights derived from the cash flows of the assets terminate, or when the financial assets have been transferred and almost all the risks and rewards of ownership of the assets have been transferred to other enterprises, or when almost all the risks and rewards of ownership have neither been transferred nor retained and control of the financial assets has not been retained.
If the Company enters into transactions to transfer financial assets, if it retains all or substantially all the risks and rewards of ownership of the transferred assets, it will continue to be recognized them in the balance sheet.
-
Financial Liabilities and Equity Instruments
-
(1) Classification of Liabilities or Equity
The debts and equity instruments issued by the Company are classified as financial liabilities or equity according to the substance of the contractual agreement and the definition of financial liabilities and equity instruments.
- (2) Equity Transactions
An equity instrument is any contract that recognizes the Company's residual equity after deducting all of its liabilities from its assets. The equity instruments issued by the Company are recognized at the price obtained after deducting the direct issuance costs.
- (3) Treasury shares
When repurchasing the equity instruments recognized by the Company, the consideration paid (including the direct attributable cost) is recognized as a decrease in equity. Repurchased shares are classified as treasury shares. Subsequent sales or reissue of treasury shares, the amount received is recognized as an increase in equity, and the surplus or loss resulting from the transaction is recognized in capital reserve or retained earnings (if the capital reserve is insufficient to offset).
- (4) Financial liabilities
Financial liabilities are classified as amortized cost.
- (5) Derecognition of financial liabilities
The Company derecognizes financial liabilities when the contractual obligations have been fulfilled, cancelled or expired. When the terms of a financial liability are modified and there is a significant difference in the cash flow of the modified liability, the original financial liability shall be derecognized, and a new financial liability shall be recognized at fair value based on the modified terms.
When a financial liability is derecognized, the difference between its carrying amount and the total consideration paid or payable (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
166
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
- (VII) Inventory
Inventories are measured at cost or net realizable value, whichever is lower. Costs include acquisition, production or processing costs and other costs incurred to bring them to the location and state where they are available, and are calculated using the weighted average method.
Net realizable value is the balance of the estimated selling price under normal operating conditions less the estimated cost to complete the required investment and the estimated cost to complete the sale.
(VIII) Investment in Associates An associate is a company that has a significant influence on its financial and operating policies but is not controlled or jointly controlled.
- The Company adopts the equity method for the equity of associates. By using the equity method, the original acquisition is recognized on the basis of cost, and the investment cost includes the cost of the transaction. The carrying amount of an investment in an associate includes the goodwill identified at the time of the original investment, less any accumulated impairment losses.
The parent company only financial statement includes the amount of the profit and loss of each investment related company and other comprehensive income recognized by the Company based on the proportion of equity from the date of significant influence to the date of loss of significant influence, after making adjustments consistent with the company's accounting policies. When changes in equity of an associate in non-profit or loss and other comprehensive income do not affect the Company's shareholding ratio, the Company will recognize the changes in equity attributable to the Company under the shares of the associate in the capital reserve according to the shareholding ratio.
Unrealized gains and losses arising from transactions between the Company and an associate are recognized in the financial statements of the associate only to the extent unrelated to the investor's interest in the associate. When the share of losses of an associate that shall be recognized proportionally by the Company is equal to or exceeds its interest in the associate, it ceases to recognize its losses, and only recognizes additional losses and related liabilities to the extent that statutory obligations, presumptive obligations or payments have been made on behalf of the invested company.
The Company ceases to use the equity method as of the date when it has no investment in an associate any longer, and the difference between the fair value of the retained equity and the disposal price measured at fair value and the carrying amount of the investment on the date when the equity method is ceased is recognized in the current profit or loss. For all amounts previously recognized in other comprehensive income related to the investment, the basis of accounting treatment is the same as that must be followed if the related assets or liabilities are directly disposed of by the associate, that is, if the gains or losses previously recognized in other comprehensive income are reclassified as gain or loss (or retained
167
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
earnings) when the relevant assets or liabilities are disposed of, when the enterprise stops using the equity method, the profit or loss is reclassified from equity to gain or loss (or retained earnings). If the Company's ownership interests in the associate decreases, but the equity method continues to apply,
then the Company will reclassify the profit or loss related to the reduction of the ownership interests that have previously been recognized in other comprehensive income according to the above-mentioned reduction.
When an associate issues new shares, if the Company fails to subscribe in proportion to its shareholding, thereby causing a change in the shareholding ratio and an increase or decrease in the net equity value of the investment, its capital reserve and the investment using the equity method shall be adjusted based on the increase or decrease; if this adjustment is to offset the capital reserve, but the balance of the capital reserve generated by the investment using the equity method is insufficient, its difference will be debited to retained earnings. However, if the Company does not subscribe in proportion to its shareholding, thereby reducing its ownership interests in the associate, the amount previously recognized in other comprehensive income related to the associate is reclassified in proportion to the reduction, and its accounting treatment is based on the same basis as that required for the direct disposal of related assets or liabilities by the associate.
- (IX) Investment in subsidiaries
In the preparation of the parent company only financial statement, the Company evaluates the equity method of the controlled invested company. Under the equity method, the current profit and loss and other comprehensive income of the parent company only financial statement and the current profit or loss and other comprehensive income of the consolidated financial statement are attributable to owners of the parent company, and the owner's equity of the parent company only financial statement and the equity attributable to the owners of the parent company in the consolidated financial statement are the same. Changes in the Company's ownership interests in subsidiaries have not resulted in the loss of the controller, which is treated as an equity transaction with the owners.
- (X) Investment property
Investment properties refers to properties held for rent-earning or asset appreciation or both, rather than for normal business sale, production, provision of goods or services, or administrative purposes. The investment property is originally measured at cost, and subsequently measured at cost minus accumulated depreciation and accumulated impairment, and its depreciation method, service life and residual value shall be handled according to the regulations for property, plant and equipment.
Gain or loss on disposal of investment property (calculated as the difference between the net disposal price and the carrying amount of the item) is recognized in profit or loss.
168
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
Rental income from investment property is recognized in other income on a straight-line
basis during the lease period. The lease incentive given is also recognized in the lease income during the lease period.
-
(XI) Property, plant, and equipment
-
Recognition and measurement
- Property, plant and equipment items are measured at cost (including capitalized borrowing costs) minus the accumulated depreciation and any accumulated impairment.
When the service life of a material component of property, plant and equipment is different, it is treated as a separate item (the main component) of property, plant and equipment.
Gain or loss on disposal of property, plant and equipment is recognized in profit or loss.
- Subsequent costs
Subsequent expenditures are capitalized only when their future economic benefits are likely to flow into the Company.
- Depreciation
Depreciation is calculated based on the cost of an asset minus its residual value and is recognized in profit or loss using a straight-line method within the estimated service life of each component.
Land is not subject to depreciation.
The estimated service life for the current period and the comparative period is as follows:
-
(1) Auxiliary equipment of housing and building: 5 to 55 years.
-
(2) Machinery: 3 to 20 years.
-
(3) Transportation equipment: 5 years.
-
(4) Office equipment and others: 2 to 8 years.
The depreciation method, service life and residual value are reviewed by the Company at each reporting date and adjusted as necessary.
- Reclassified to investment property
When the use of property is changed from own use to investment, the property is reclassified as investment property based on the carrying amount at the time of the change of use.
(XII) Rental
The Company evaluates whether a contract is or contains a lease on the date of its conclusion, and if the contract transfers control over the use of the identified assets for a period of time in exchange for consideration, the contract is or contains a lease.
169
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
- Lessee
The Company recognizes the right-of-use assets and lease liabilities on the lease commencement date, and the right-of-use assets are initially measured at cost, which includes the original measured amount of the lease liability, adjusts any lease payments made on or before the lease commencement date, and adds up the original direct costs incurred and the estimated costs of dismantling and removing the underlying asset and restoring the underlying asset and its location, minus any lease incentives collected. The right-of-use asset is subsequently depreciated by the straight-line method from the beginning of the lease to the expiration of the service life of the right-of-use asset or the expiration of the lease term. In addition, the Company periodically assesses whether the right-of-use assets are impaired and disposes of any impairment losses that have occurred, and adjusts the right-of-use assets in the event that the lease liabilities are re-measured.
Lease liabilities are original measurements of the present value of lease benefits unpaid on the date of commencement of the lease. If the implied interest rate of the lease is easy to determine, the discount rate is the interest rate, and if it is not easy to determine, the Company's incremental borrowing rate is used. In general, the Company uses its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability include:
-
(1) Fixed payments, including in-kind fixed payments
-
(2) For variable lease payments that depend on an index or rate, the index or rate on the lease commencement date is used for the original measurement;
-
(3) The amount of the residual value guarantee expected to be paid; and
-
(4) The exercise price or penalty payable when it is reasonably certain that the purchase option or lease termination option will be exercised.
The lease liability is subsequently accrued interest using the effective interest method, and its amount is remeasured when:
-
(1) There is a change in future lease payments due to changes in the index or rate used to determine lease payments;
-
(2) There is a change in the amount of residual value margin expected to be paid;
-
(3) There is a change in the valuation of the underlying asset purchase option;
-
(4) There is a change in the estimate of whether to exercise the extension or termination option, which changes the assessment of the lease term;
-
(5) There are modifications of the subject, scope or other terms of the lease.
170
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
When the lease liability is remeasured due to the aforementioned change in the index or rate used to determine the lease payment, change in the residual value guarantee amount, and change in the evaluation of the purchase, extension or termination options, the book value of the right-of-use asset is adjusted accordingly, and when the carrying amount of the right-of-use asset has been reduced to zero, the remaining remeasured amount is recognized in profit or loss.
For lease modifications that reduce the scope of the lease, the carrying amount of the right-of-use asset is reduced to reflect the partial or full termination of the lease, and the difference between it and the remeasurement amount of the lease liability is recognized in profit or loss.
The Company presents the right-of-use assets and lease liabilities that do not meet the definition of investment property in the balance sheet as separate items.
Where an agreement contains lease and non-lease components, the Company allocates the consideration in the contract to the individual lease components on a relative stand-alone price basis. However, when leasing land and buildings, the Company chooses to treat the lease component and the non-lease component as a single lease component without distinguishing the non-lease components.
For short-term leases and low-value asset leases for office and other equipment leases, the Company chose not to recognize the right-of-use assets and lease liabilities, but to recognize the relevant lease payments in expenses based on a straight-line basis during the lease period.
The company chooses to adopt a practical expedient approach for all rental concessions that meet all of the following conditions, and does not evaluate whether it is a lease modification:
-
(1) Rent concessions incurred as a direct result of the COVID-19 epidemic;
-
(2) The change in the lease payment results in the modified lease consideration being almost the same or smaller than the lease consideration before change;
-
(3) Any decrease in lease payments only affects payments that were due before June 30, 2021; and
-
(4) No other terms and conditions of the lease have materially changed.
Under the practical expedient method, when rental concessions lead to changes in lease payments, the changes are recognized in profit or loss when the event or circumstance that initiates rental concessions occurs.
171
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
2. Lessor
The transaction in which the Company is the lessor is to classify the lease contract on the date of conclusion according to whether it transfers almost all the risks and rewards attached to the ownership of the underlying asset. If so, it is classified as a finance lease, otherwise it is classified as an operating lease. At the time of evaluation, the Company considers relevant specific indicators including whether the lease period covers the main part of the economic life of the underlying asset.
If the Company is a sublease lessor, it handles master lease and sublease transactions separately, and evaluates the classification of sublease transactions based on the rightof-use assets generated by the master lease. If the master lease is a short-term lease and a recognized exemption applies, the sublease transaction should be classified as an operating lease.
Where the agreement includes lease and non-lease components, the Company shall apportion the consideration in the contract according to the provisions of IFRS 15.
(XIII) Intangible assets
-
Recognition and measurement
-
Goodwill arising on the acquisition of a subsidiary is measured at cost minus the accumulated impairment losses.
-
Expenditures related to research activities are recognized as profit or loss when incurred.
Development expenditures are capitalized only when they are reliably measurable, the technical or commercial feasibility of the product or process has been achieved, future economic benefits are likely to flow to the Company, and the Company intends and has sufficient resources to complete the development and use or sell the asset. Other development expenses are recognized in profit or loss when incurred. After initial recognition, the capitalized development expenditure is measured at its cost minus the accumulated amortization and accumulated impairment.
The Company's acquisition of other intangible assets with a limited service life is measured at cost minus the accumulated amortization and accumulated impairment.
- Subsequent expenditures
Subsequent expenditures are capitalized only to the extent that they increase the future economic benefits of the related specific asset. All other expenditure is recognized in profit or loss as incurred, including internally developed goodwill and branding.
- Amortization
Except for goodwill, amortization is calculated as the cost of the asset minus the estimated residual value and is recognized in profit or loss using the straight-line method from the time the intangible asset is ready for use over its estimated service life.
172
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
The estimated service life for the current period and the comparative period is as follows:
173
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
- (1) Computer System and Software 2 to 3 years
The amortization method, service life and residual value of intangible assets are reviewed by the Company at each reporting date and adjusted as necessary.
-
(XIV) Impairment of non-financial assets
-
At each reporting date, the Company assesses whether there is any indication that the carrying amount of non-financial assets (other than inventories, deferred income tax assets and investment property measured at fair value) may be impaired. If there is any indication, the recoverable amount of the asset is estimated. Goodwill is regularly tested for impairment every year.
For the purposes of impairment testing, a group of assets whose cash inflows are largely independent of those of other individual assets or groups of assets is the smallest identifiable group of assets. The goodwill acquired by business merger is apportioned to each cash-generating unit or group of cash-generating units that are expected to benefit from the synergies of the merger.
The recoverable amount is the higher of an individual asset's or cash-generating unit's fair value minus costs of disposal and its value in use. In assessing the use value, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or cash-generating unit.
Impairment losses are recognized if the recoverable amount of an individual asset or cashgenerating unit is lower than its carrying amount.
Impairment losses are recognized immediately in profit or loss for the current period, and firstly reduce the carrying amount of the cash-generating unit's apportioned goodwill, and then reduce the carrying amount of each asset in proportion to the carrying amount of other assets in the unit.
Goodwill impairment losses shall not be reversed. Non-financial assets other than goodwill are reversed only to the extent that they do not exceed the carrying amount (less depreciation or amortization) determined when the asset is not recognized in the impairment loss in the previous year.
- (XV) Provisions
The recognition of liability provision means that there is a current obligation due to past events, so that the Company will likely need the outflow of resources with economic benefits in the future to pay off the obligation, and the amount of the obligation can be reliably estimated. The liability provision is discounted at a pre-tax discount rate that reflects the current market's evaluation of the time value of money and the specific risk of the liability, and the amortization of the discounted amount is recognized in interest expenses.
174
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
-
(XVI) Recognition of revenues
-
Revenue from customer contracts
Revenues are measured by the consideration to which goods or services are transferred and to which they are expected to be entitled. The Company recognizes revenue when the control of goods or services is transferred to the customer and the performance obligations are met. The company's main revenues are explained as follows:
- (1) Product sales revenue
Product sales revenue comes from the sale of products such as electronic components, power supply units, transformers, ISDN cards, ADSL cards and solar power plant equipment. Except that the solar plant equipment is recognized as revenue when the products arrive at the location designated by the customer, the Company recognizes the remaining products as revenue and accounts receivables at the time of shipment, when the customer has the right to fix the price and use of the products and has the primary responsibility for resale of such products, and bears the risk of obsolescence of the products. Advance receipts for product sales are recognized as contractual liabilities before the product is shipped or delivered to the customer's designated location.
No revenue is recognized during material processing as control of the processed products is not transferred.
- (2) Revenue from sale of electricity
Recognized when power is transferred to the electrical substation at Taiwan Power Company's terminal.
-
Cost of customer contracts
-
(1) Contract performance costs
If the costs incurred in fulfilling a customer contract are not covered by other standards (IAS 2 “Inventory”, IAS 16 “Property, Plant and Equipment” or IAS 38 “Intangible Assets”), the company will only recognize such costs in assets when they are directly related to the contract or a clearly identifiable prospective contract, will generate or strengthen resources that will be used to meet (or continue to meet) performance obligations in the future, and are expected to be recoverable.
General and administrative costs, costs of wasted materials, labor or other resources used to perform the contract but not reflected in the contract price, costs associated with fulfilled (or partially satisfied) performance obligations, and costs related to the situation that is indistinguishable from non-fulfilled performance obligations or fulfilled (or partially satisfied) performance obligations are recognized in expenses when incurred.
175
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
-
(XVII) Employee benefits
-
Defined contribution plans
- Contribution obligations to defined contribution pension plan is recognized in expenses during the period of service performed by the employee. Prepaid appropriations are recognized in assets to the extent that they will result in a return of cash or a reduction in future payments.
-
Defined Benefit Plans
- The net obligation of the Company to the defined benefit plan is calculated by converting the future benefit amount earned by the employee's service in the current or previous period into the present value of each benefit plan, and deducting the fair value of any plan assets.
The defined benefit obligation is actuarialized annually by a qualified actuary using the estimated unit benefit method. When the results of the calculation may be beneficial to the Company, the recognized assets are limited to the present value of any economic benefits that can be obtained in the form of returning contributions from the plan or reducing future contributions to the plan. The calculation of the present value of economic benefits takes into account any minimum funding requirements.
The remeasurement of net defined benefit liabilities, including actuarial gains and losses, return on plan assets (excluding interest), and any changes in the asset cap impact (excluding interest) are recognized immediately in other comprehensive income and accumulated in retained earnings . The Company determines the net interest expense of net defined benefit liabilities using the net defined benefit liabilities and discount rate determined at the beginning of the annual reporting period. The net interest expense and other expenses of the defined benefit plan are recognized in profit or loss.
Changes in benefits associated with prior service costs or curtailment benefits or losses arising from plan modifications or curtailments are recognized immediately in profit or loss. The Company recognizes the repayment gains and losses of the defined benefit plan at the time of the repayment.
- Other long-term employee benefits
The Company's net obligations for other long-term employee benefits are calculated by converting the future benefits earned by employees for providing services in the current or previous periods into the present value. The re-measured amount is recognized in profit or loss as it arises.
- Short-term employee benefits
Short-term employee benefit obligations are recognized in expense when services are provided. If the Company has a current statutory or constructive payment obligation due to the past service provided by the employee, and the obligation can be reliably estimated, the amount is recognized in liabilities.
176
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
-
(XVIII) Share-based payment transactions
-
In the share-based payment agreement for equity delivery, the fair value on the date of grant is used to recognize the expense and increase the relative equity during the vesting period of the reward. The recognized expenses are adjusted according to the amount of rewards that are expected to meet the service conditions and non-market vesting conditions; and the final recognized amount is measured based on the amount of rewards that meet the service conditions and non-market vesting conditions at the vesting date. The non-vesting conditions of the share-based payment rewards have been reflected in the measurement of the fair value of the share-based payment date, and the difference between the expected and actual results does not need to be verified and adjusted. The fair value amount of the cash-delivered share appreciation rights that should be paid to employees is recognized in expenses and increases the relative liability during the period when the employee can obtain compensation unconditionally. The liability is remeasured against the fair value of the share appreciation rights at each reporting date and delivery date, and any changes are recognized in profit or loss.
-
Employee stock options granted by the Company to employees of its subsidiaries for settlement of the Company's equity instruments are treated as capital contributions to the subsidiaries and are measured at the fair value of the equity instruments at the date of grant and recognized as an increase in the carrying amount of the investment in the subsidiary during the vesting period, with a corresponding adjustment to capital surplus - employee stock options.
-
(XIX) Income tax The income tax includes the current income tax and the deferred income tax. Current income tax and deferred income tax shall be recognized in profit or loss, except for those related to business merger, directly recognized in equity or other items related to comprehensive income.
The current income tax includes the estimated income tax payable or tax refund receivable calculated based on the taxable income (loss) of the current year, and any adjustment to the previous year's income tax payable or tax refund receivable.
The amount is the best estimate of the amount expected to be paid or collected at the statutory or substantive legislative rates at the reporting date.
The deferred income tax is recognized by measuring the temporary difference between the carrying amount of assets and liabilities for financial reporting purposes and their tax base. Temporary differences arising from the following situations are not recognized in deferred income tax:
- Assets or liabilities originally recognized in a transaction that is not a business merger, and that does not affect accounting profit and taxable income (loss) at the time of the transaction.
177
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
-
Temporary differences arising from investment in subsidiaries, associates and joint venture equity, in which case the Company can control the timing of the reversal of the temporary difference and it is very likely that the reversal will not occur in the foreseeable future; and
-
Taxable temporary differences arising from the original recognition of goodwill.
The unused tax loss and unused income tax deduction carried forward and the deductible temporary differences are recognized in deferred income tax assets to the extent that there is a high probability that future taxable income will be available for use. They shall be reevaluated at each reporting date, and the relevant income tax benefit shall be reduced within the scope where it is not likely to be realized; or the original reduced amount shall be reversed within the scope where it is very likely that there will be sufficient taxable income.
The deferred income tax is measured at the tax rate when the temporary difference is expected to reverse, and is based on the statutory tax rate or substantive legislative tax rate at the reporting date.
The Company may only offset the deferred income tax assets and liabilities when the following conditions are met at the same time:
-
It has the legally enforceable right to offset the current income tax assets against current income tax liabilities; and
-
The deferred income tax assets and liabilities are related to one of the following taxpayers whose income tax is levied by the same tax authority:
-
(1) The same taxpayer; or
-
(2) Different taxpayers, but each subject intends to settle current income tax liabilities and assets on a net basis, or realize assets and settlement simultaneously, in each future period in which the significant amount of deferred income tax assets is expected to be recovered and deferred income tax liabilities are expected to be settled.
-
-
(XX) Business merger
-
The Company adopts the acquisition method for each business merger, and the goodwill is measured at the fair value of the consideration transferred on the acquisition date, including the amount attributable to any non-controlling interests in the acquiree, minus the net amount of identifiable assets acquired and assumed measured (usually fair value). If the balance after deduction is negative, the Company will reassess whether all acquired assets and all assumed liabilities have been correctly identified before recognizing the bargain purchase benefit in profit or loss.
178
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
Except for those related to the issuance of debt or equity instruments, the transaction costs related to the business merger shall be recognized in expenses of the Company when incurred.
Among the non-controlling interests of the acquiree, if they belong to the current ownership interests and the holders are entitled to enjoy the net assets of the enterprise on a pro rata basis when the liquidation occurs, the Company chooses the fair value on the acquisition date or at the proportional share of the recognized amount of the net assets identifiable to the acquiree by the current ownership instrument on a transaction-bytransaction basis. Other non-controlling interests are measured at their fair value as of the date of acquisition or on other bases as prescribed by the International Financial Reporting Standards as endorsed by the FSC.
- (XXI) Earnings Per Share
The Company presents basic and diluted earnings per share attributable to holders of ordinary shares of the Company. The basic earnings per share of the Company are the profit or loss attributable to the holders of ordinary shares of the Company, divided by the weighted average number of ordinary shares outstanding in the current period. Diluted earnings per share are calculated after adjusting for the effect of all potential diluted ordinary shares by the gain or loss attributable to holders of the Company's ordinary shares and the weighted average number of ordinary shares outstanding.
- (XXII) Segment Information
The Company has disclosed department-specific information in the consolidated financial statement, so the parent company only financial statement does not disclose such information.
V. Significant Accounting Judgments, Estimates and Key Sources of Uncertainty over Assumptions
The Management must make judgments, estimates and assumptions in preparing the parent company only financial statement that will have an impact on the adoption of accounting policies and the reported amounts of assets, liabilities, income and expenses. The actual results may differ from the estimates.
Estimates and underlying assumptions are reviewed by management on an ongoing basis, and changes in accounting estimates are recognized in the period in which the change is made and in the affected future periods.
VI. Remarks on Material Accounts
- (I) Cash and cash equivalents
| Remarks on Material Accounts Cash and cash equivalents |
||
|---|---|---|
| Petty cash Bank deposits Time deposits |
2022.12.31 $ 70 102,946 46,095 |
2021.12.31 107 291,098 5,091 296,296 |
| $ 149,111 |
179
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
180
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
For disclosure of interest rate risk and sensitivity analysis of the Company's financial assets
and liabilities, please refer to Note 6 (29).
(II) Financial assets at fair value through profit or loss - current
| Financial assets at fair value through profit or loss: Non-derivative financial assets Shares of TWSE/TPEx listed companies Fund Beneficiary Certificate Total |
2022.12.31 $ 3,297 22,348 |
2021.12.31 59,587 25,415 85,002 |
|---|---|---|
| $ 25,645 |
(III) Financial assets at fair value through other comprehensive income - non-current
| Equity instruments measured at fair value through other comprehensive income: Shares of domestic unlisted companies Ennova Technologies, Inc. EcoLumina Technologies, Inc. MicroLinks Technology Corp. Dajian Internet Technology Co., Ltd. Total |
2022.12.31 $ 3,797 - - - |
2021.12.31 - 3,797 - - - 3,797 |
|---|---|---|
| $ 3,797 |
These equity instrument investments held by the Company are long-term strategic investments and are not held for trading purposes, so they have been designated to be measured at fair value through other comprehensive income.
(IV) Financial assets at amortized cost
| Liquid Time deposits Restricted bank deposits - current Non-current Restricted bank deposits - non-current |
2022.12.31 $ - 61,460 |
2021.12.31 3,029 671 |
|---|---|---|
| $ 61,460 |
3,700 | |
| $ 437,152 |
393,710 |
Please refer to Note 8 for the details of long-term and short-term borrowings and financing line guarantees on December 31, 2022 and 2021.
(V) Notes receivable, accounts receivable and accounts receivable - related parties
| Notes receivable — arising from operations Accounts receivable Accounts receivable - related parties Less: Loss allowance |
2022.12.31 $ 955 31,630 17,804 (212) |
2021.12.31 46 27,653 114,389 (212) 141,876 |
|---|---|---|
| $ 50,177 |
181
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
The Company adopts a simplified approach to the estimate the expected credit losses for all notes and accounts receivable, that is, it is measured using the expected credit losses during the lifetime, and for this purpose, these notes and accounts receivable are grouped according to the common credit risk characteristics representing the ability of customer to pay all amounts due under the terms of contract, and the loss rate established by historical and realistic information for a specific period is considered forward-looking.
Analysis of expected credit losses of notes and accounts receivable of the Company is as follows:
| Not overdue Overdue for more than 121 days Not overdue Overdue for more than 121 days |
2022.12.31 | Allowance lifetime expected credit losses |
||
|---|---|---|---|---|
| Book amounts of notes receivable and accounts receivable $ 50,177 212 $ 50,389 |
Weighted average expected credit loss ratio |
|||
| 0% 100% 2021.12.31 |
- 212 |
|||
| 212 | ||||
| Book amounts of notes receivable and accounts receivable $ 141,876 212 $ 142,088 |
Weighted average expected credit loss ratio |
Allowance lifetime expected credit losses |
||
| 0% 100% |
- 212 |
|||
| 212 |
The movements of the loss allowance for notes and accounts receivable of the Company are as follows:
| Themovements of the loss allowancefor notes and accounts as follows: |
receivable of th | e Company are |
|---|---|---|
| Beginning balance (i.e., ending balance) | 2022 $ 212 |
2021 |
| 212 |
On December 31, 2022 and 2021, no notes receivable and accounts receivable of the Company have been provided as collateral.
The Company enters into non-recourse accounts receivable sale agreements with financial institutions. Since the Company has transferred virtually all risks and rewards to the ownership of the accounts receivable and has no ongoing participation in them, it is eligible for the exclusion of financial assets. When accounts receivable claims are derecognized, claims against financial institutions are reported to other receivables. Information relating to the accounts receivable for sale that are not due as of the reporting date is as follows:
182
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
| Subject to sale | Excluding amount $ 7,753 |
Amount still available in advance - Amount still available in advance - - - |
Amount still available in advance - Amount still available in advance - - - |
2022.12.31 Amount advanced - 2021.12.31 Amount advanced - - - |
Amount transferred to other receivables Interest Rate Range Other Important Matters 7,753 - Note 1, Note 2, Note 3 and Note 4 Amount transferred to other receivables Interest Rate Range Other Important Matters 13 - Note 1, Note 2, Note 3 and Note 4 1,518 - 1,531 |
|
|---|---|---|---|---|---|---|
Export-Import Bank of the Republic of China Subject to sale |
||||||
| Excluding amount $ 13 1,518 |
||||||
Hua Nan Commercial Bank Export-Import Bank of the Republic of China |
||||||
| $ 1,531 |
- |
-
Note 1. Guarantee that the underwriting subject matter transferred is lawful and valid, and that no third party may claim any rights.
-
Note 2. Guarantee that none of the underwriting subject matter is subject to set-off, pledge or transfer prohibition, and the amount is determined as a receivable claim.
-
Note 3. Guarantee that the transactions of the sales contract, labor contract or other debt contracts are effected in a normal and lawful manner. And that there are in no sufficient grounds or defences to extinguish or impede the exercise of the rights of the financial institutions that undertake the acquisition to which the accounts receivable are addressed.
-
Note 4. Guarantee that there will be no control over the subordinate relationship or other improper commercial interests during the validity period of the current and future contracts to which the accounts receivable are addressed.
(VI)
Other receivables and other receivables - related parties
| Other receivables Receivables from payment on behalf of others Advances receivable Business tax refund receivable Sales receivables Miscellaneous Less: Loss allowance Other receivables - related parties Other receivables - capital loans to subsidiaries Other receivables - others |
2022.12.31 $ 163,792 1,172 1,601 7,753 1,482 (163,792) $ 12,008 $ 20,028 104 $ 20,132 |
2021.12.31 147,455 6,689 2,430 1,531 187 (147,455) |
|---|---|---|
| 10,837 | ||
| - 42 42 |
183
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
The movements of the loss allowance for other receivables of the Company in 2022 and
2021 are as follows:
| 2021 are as follows: | ||
|---|---|---|
| Beginning balance Foreign currency conversion gains and losses Ending Balance |
2022 $ 147,455 16,337 |
2021 149,747 (2,292) 147,455 |
| $ 163,792 |
For other credit risk information, please refer to Note 6 (29).
(VII) Inventory
| Raw materials Products in process Finished products Merchandise inventory |
2022.12.31 $ 91,866 41,822 6,119 - |
2021.12.31 78,633 12,654 68,672 4,814 164,773 |
|---|---|---|
| $ 139,807 |
Detailed statement of operating costs is as follow:
| Transfer of inventory sales Loss on inventory write-down Operating costs of solar power plant Total |
2022 $ 362,479 17,486 8,836 |
2021 453,106 - 8,713 461,819 |
|---|---|---|
| $ 388,801 |
On December 31, 2022 and 2021, no inventory of the Company has been provided as collateral.
(VIII) Investment accounted for using equity method
The investments of the Company under the equity method on the reporting date are as follows:
| Subsidiary Subsidiary - long-term investment loan balance Associates |
2022.12.31 $ 555,642 (1,397) 27,040 |
2021.12.31 457,804 - - 457,804 |
|---|---|---|
| $ 581,285 |
1. Subsidiary
Please refer to the Consolidated Financial Statement for the year 2022.
2. Associates
In December 2021, the Board of Directors approved to invest in Hsia Ching Co., Ltd., and in January 2022, the Company invested NT$ 27,000 and acquired 2,700,000 shares with a holding ratio of 20%.
Hsia Ching Co., Ltd. handled a cash capital increase of NT$ 380,286 in July 2022. The Company did not subscribe according to the shareholding ratio, so the Company's shareholding ratio was reduced from 20% to 5.24%, and the Company still serves as a
184
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
director of Hsia Ching Co., Ltd.
185
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
- Guarantee
On December 31, 2022 and 2021, the Company's investments under the equity method are not provided as collateral.
(IX) Business merger
The Company acquires the following companies to develop its solar energy and energy storage related business.
| Transfer | |||||
|---|---|---|---|---|---|
| Date of | Acquisition | consideration | |||
| Company Name | Major operating activities | Acquisition | Ratio | fair value | |
| VGwatt Energy Co., Ltd. | Design, manufacturing, | 2022.12.09 | 51.00% | $ | 26,025 |
| construction and sales | |||||
| business of solar power | |||||
| plants | |||||
| Tai Chuang Energy Co., | Energy storage sales | 2022.12.23 | 100.00% | 949 | |
| Ltd. | business |
The main types of transfer consideration, assets acquired and liabilities assumed on the acquisition date and the amounts admitted are as follows:
- The fair values of the major types of transfer consideration at the acquisition date are as follows:
2022:
| VGwatt Energy Co., Ltd. Transfer Consideration Cash $ 26,025 The fair value of identifiable net assets acquired and liabilities assumed: VGwatt Energy Co., Ltd. Cash and cash equivalents $ 24,977 Accounts receivable and other receivables 4,438 Inventory 21,103 Other current assets 3,798 Property, plant, and equipment 549 Other non-current assets 580 Contractual liabilities - current (9,520) Accounts payable and other payables (7,050) Current tax liabilities (3,670) Other current liabilities (51) Long-term loans (8,233) Total $ 26,921 |
VGwatt Energy Co., Ltd. $ 26,025 |
Tai Chuang Energy Co., Ltd. |
|---|---|---|
949 Tai Chuang Energy Co., Ltd. 936 - - - - 14 - (1) - - - 949 |
||
| $ 26,921 |
- The fair value of identifiable net assets acquired and liabilities assumed:
186
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
- Goodwill
The goodwill recognized as a result of the acquisition is as follows:
| Goodwill The goodwill recognized as a result of the acquisition is |
as follows: | |||
|---|---|---|---|---|
| Transfer Consideration More: Non-controlling interest Less: Fair value of identifiable net assets |
VGwatt Energy Co., Ltd. |
Tai Chuang Energy Co., Ltd. |
||
$ 26,025 26,921 (52,946) |
- - |
949 (949) |
||
| $ - |
-
(X) Change of ownership interest in subsidiaries
-
The changes in the Company's interest in subsidiaries in 2022 and 2021 transactions without changing control of subsidiaries are as follows:
-
The Company did not subscribe for the cash capital increase equity of Billion Watts Technologies Co., Ltd. in accordance with the shareholding ratio in May 2022, resulting in the shareholding ratio decreasing from 66.49% to 64.58%.
-
In September 2022, the shareholding ratio of the Company was reduced from 64.58% to 64.48% due to the disposal of its 0.1% shareholding in Billion Watts Technologies Co., Ltd.
-
The Company did not subscribe for the cash capital increase equity of Billion Watts Technologies Co., Ltd. in accordance with the shareholding ratio in October 2022, resulting in the shareholding ratio decreasing from 64.48% to 60.26%.
- In February 2021, the shareholding ratio of the Company decreased from 71.82% to 66.49% due to the Company's failure to subscribe for the cash capital increase option of Billion Watts Technologies Co., Ltd. according to the shareholding ratio and the recognition of cash capital increase new shares of Billion Watts Technologies Co., Ltd. by the subsidiaries' employees.
-
(XI) Loss of control over subsidiary
-
The Company signed an equity transfer contract with Hou Ju Energy Technology Corporation in September 2022 and the transfer was completed on October 3, 2022. The Company sold all the equity of its subsidiary Shengqun Energy Storage Technology Co., Ltd. for NT$ 23,452 thousand, and lost control over Shengqun after the delivery date. On July 22, 2021, the Company signed an agreement to dispose of (Hong Kong) EG-Billion Co., Ltd., and the Company completed the disposal in August 2021 and lost control over this subsidiary.
187
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
| 1. Consideration received Cash and cash equivalents 2. Assets and liabilities out of control Net assets disposed 3. Profit from disposal of subsidiary Consideration received Net assets disposed Cumulative exchange difference of reclassification of net assets of subsidiaries from equity to profit or loss due to loss of control over subsidiary Profit from disposal of subsidiary 4. Net cash inflow from disposal of subsidiary Consideration received in cash Less: The disposal of investment funds has been received in advance Less: Cash disposed of and cash in exchange |
2022 Billion Energy Storage Technologies Co., Ltd. |
2021 (Hong Kong) EG-Billion Co., Ltd. 267,768 (Hong Kong) EG- Billion Co., Ltd. |
|---|---|---|
$ 23,452 |
||
| Billion Energy Storage Technologies Co., Ltd. |
||
$ 1,286 |
157,873 |
|
| Billion Energy Storage Technologies Co., Ltd. |
(Hong Kong) EG- Billion Co., Ltd. |
|
$ 23,452 (1,286) - |
267,768 (157,873) (46,149) 63,746 |
|
| $ 22,166 |
||
| Billion Energy Storage Technologies Co., Ltd. |
(Hong Kong) EG- Billion Co., Ltd. |
|
$ 23,452 - (155) |
267,768 (182,902) - 84,866 |
|
| $ 23,297 |
188
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
(XII) Property, plant, and equipment
Changes in cost and depreciation of the Company's property, plant and equipment are detailed as follows:
| Costs: Balance on January 1, 2022 Addition Reclassification Disposal Balance as of December 31, 2022 Balance on January 1, 2021 Addition Reclassification Disposal Balance as of December 31, 2021 Depreciation: Balance on January 1, 2022 Current Depreciation Disposal Balance as of December 31, 2022 Balance on January 1, 2021 Current Depreciation Reclassification Disposal Balance as of December 31, 2021 Book value: December 31, 2022 December 31, 2021 |
Land $ 185,820 - - - |
Building 104,225 1,675 (119) - |
Machinery and equipment 166,904 6,881 - (82,137) |
Transporta tion facilities 3,576 - - - |
Office equipment 24,176 1,412 1,031 (904) |
Other equipment 73,492 22,347 11,658 (512) |
Constructio n in progress and equipment to be inspected - 14,661 - - |
Total |
|---|---|---|---|---|---|---|---|---|
| 558,193 46,976 12,570 (83,553) |
||||||||
| $ 185,820 |
105,781 | 91,648 | 3,576 | 25,715 | 106,985 | 14,661 | 534,186 | |
| $ 180,823 - 4,997 - |
105,351 - (1,126) - |
166,859 2,994 - (2,949) |
4,431 - - (855) |
24,175 489 - (488) |
45,871 28,407 - (786) |
- - - - |
527,510 31,890 3,871 (5,078) |
|
| $ 185,820 |
104,225 | 166,904 | 3,576 | 24,176 | 73,492 | - | 558,193 | |
| $ - - - |
44,357 2,718 - |
50,710 4,675 (15,450) |
3,576 - - |
22,332 766 (904) |
43,618 6,434 (512) |
- - - |
164,593 14,593 (16,866) |
|
| $ - |
47,075 | 39,935 | 3,576 | 22,194 | 49,540 | - | 162,320 | |
| $ - - - - |
42,131 2,111 115 - |
46,279 7,380 - (2,949) |
4,431 - - (855) |
22,162 658 - (488) |
41,301 3,103 - (786) |
- - - - |
156,304 13,252 - (5,078) |
|
| $ - |
44,357 | 50,710 | 3,576 | 22,332 | 43,618 | - | 164,593 | |
| $ 185,820 |
58,706 | 51,713 | - | 3,521 | 57,445 | 14,661 | 371,866 393,600 |
|
| $ 185,820 |
59,868 | 116,194 | - | 1,844 | 29,874 | - |
Please refer to Note 8 for the details of long-term borrowings and financing line guarantees on December 31, 2022 and 2021.
(XIII) Right-of-use assets
Changes in the cost and depreciation of land, housing and building, and transport equipment leased by the Company are as follows:
| Costs of right-of-use assets: Balance on January 1, 2022 Addition Decrease Balance as of December 31, 2022 Balance on January 1, 2021 Addition Decrease |
Land Housing and building Transportation facilities Total |
|---|---|
| $ - 62,715 5,351 68,066 5,714 305 - 6,019 - (8,459) (1,562) (10,021) |
|
| $ 5,714 54,561 3,789 64,064 |
|
| $ - 19,591 3,011 22,602 - 43,124 2,340 45,464 - - - - |
(Continued on next page)
189
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
(Continued from previous page)
| Balance as of December 31, 2021 Depreciation of right-of-use assets: Balance on January 1, 2022 Current Depreciation Current Decrease Balance as of December 31, 2022 Balance on January 1, 2021 Current Depreciation Balance as of December 31, 2021 Book value: December 31, 2022 December 31, 2021 |
Land Housingand building Transportation facilities Total |
|---|---|
| $ - 62,715 5,351 68,066 |
|
| $ - 8,094 2,015 10,109 406 4,971 1,111 6,488 - (1,486) (1,562) (3,048) |
|
| $ 406 11,579 1,564 13,549 |
|
| $ - 2,954 833 3,787 - 5,140 1,182 6,322 |
|
| $ - 8,094 2,015 10,109 |
|
| $ 5,308 42,982 2,225 50,515 $ - 54,621 3,336 57,957 |
(XIV) Investment property
Investment property includes land, houses and buildings held by the Company. The lease period of investment property under lease is from two to five years and the lessees do not have a preferential purchase right at the expiration of the lease period.
| Costs or deemed costs: Balance on January 1, 2022 Reclassification roll-in Balance as of December 31, 2022 Balance on January 1, 2021 Reclassification roll-in Reclassification roll-out Balance as of December 31, 2021 Depreciation: Balance on January 1, 2022 Current year depreciation Balance as of December 31, 2022 Balance on January 1, 2021 Current year depreciation Reclassification Balance as of December 31, 2021 |
Land $ 43,393 - |
Housing and building 25,015 119 |
Total 68,408 119 |
|---|---|---|---|
| $ 43,393 |
25,134 | 68,527 | |
| $ 48,390 - (4,997) |
23,889 1,126 - |
72,279 1,126 (4,997) |
|
| $ 43,393 |
25,015 | 68,408 | |
| $ - - |
7,399 448 |
7,399 448 |
|
| $ - |
7,847 | 7,847 | |
| $ - - - |
7,009 505 (115) |
7,009 505 (115) 7,399 |
|
| $ - |
7,399 |
(Continued on next page)
190
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
(Continued from previous page)
| Book amount: December 31, 2022 December 31, 2021 Fair value: December 31, 2022 December 31, 2021 |
Land $ 43,393 |
Housing and building 17,287 17,616 |
Housing and building 17,287 17,616 |
Total 60,680 61,009 $ 90,254 |
Total 60,680 61,009 $ 90,254 |
|---|---|---|---|---|---|
$ 43,393 |
17,616 | 61,009 |
|||
90,254 |
|||||
| $ | 91,006 |
The fair value of investment properties has not been evaluated by independent evaluators, and is only evaluated by the management of the Company with reference to the existing lease contracts and the market evidence of the transaction price of neighbouring similar property.
As of December 31, 2022 and 2021, the above investment property has been provided as a guarantee for the financing line. Please refer to Note 8 for details.
(XV) Other current assets and other non-current assets
Other current and non-current assets of the Company are detailed as follows:
| Liquid Prepayment Prepaid fees Overpaid tax retained for offsetting future tax payable Miscellaneous Total Non-current Prepaid equipment Refundable deposits Long-term prepaid fees Miscellaneous Total |
2022.12.31 | 2021.12.31 17,165 6,670 - - |
|---|---|---|
| $ 14,910 6,005 2,545 875 |
||
| $ 24,335 |
23,835 | |
| $ 10,596 12,361 171 - |
19,933 5,534 885 1,541 27,893 |
|
| $ 23,128 |
(XVI) Short-term loans
The short-term loans of the Company are detailed as follows:
| Secured bank loans Unused limit Interest Rate Range |
2022.12.31 $ 217,000 |
2022.12.31 $ 217,000 |
2021.12.31 299,000 222,000 1.33%-1.35% |
|---|---|---|---|
| $ 335,000 |
|||
1.78%-1.935% |
Please refer to Note 8 for details of the Company's pledge of assets for bank loans.
191
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
(XVII) Long-term loans
| Secured bank loans No secured bank loans Less: Part due within one year Total Unused limit |
2022.12.31 | 2022.12.31 | Amount 58,124 22,000 (23,483) |
||
|---|---|---|---|---|---|
| Currency NTD NTD |
Interest Rate Range (%) |
Maturity year | $ | ||
2.18%~4.03% 2.175% |
114-117 118 |
||||
| $ | 56,641 |
||||
| $ | - |
| Secured bank loans Less: Part due within one year Total Unused limit |
2021.12.31 | 2021.12.31 | Amount 59,844 (4,657) |
||
|---|---|---|---|---|---|
| Currency NTD |
Interest Rate Range (%) |
Maturity year | $ | ||
1.72%~1.85% |
117-124 |
||||
| $ | 55,187 |
||||
| $ | 6,300 |
Please refer to Note 8 for details of the Company's pledge of assets for bank loans.
(XVIII) Lease liabilities
The book amounts of the Company's lease liabilities are as follows:
| Liquid Non-current |
2022.12.31 $ 5,783 |
2021.12.31 5,443 52,225 |
|---|---|---|
| $ 44,929 |
For maturity analysis, please refer to Note 6 (29) Financial Instruments.
The amounts recognized to profit and loss are as follows:
| 2022 Interest expense on lease liabilities $ 1,105 Changes in lease not included in the measurement of lease liabilities $ 490 Short-term rental expense $ 96 Charges on low-value leasehold assets (excluding low-value leases on short-term leases) $ 66 The amounts recognized in the cash flow statement are as follows: 2022 Total cash outflows from leases $ 7,915 |
2022 $ 1,105 |
2021 558 |
|---|---|---|
| $ 490 |
675 | |
| $ 96 |
151 178 |
|
| $ 66 |
||
| 2021 8,005 |
192
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
1. Rental of housing and building and transport equipment
The Company leases the land for energy storage project, and the lease period is ten years and six months.
The Company leases houses and building roofs for the construction of solar power plants for a period of twenty years.
The Company leases houses, buildings and transportation equipment for general
operating activities, usually for a period of two to ten years.
- Other leases
The Company leases office equipment, etc., and such leases are short-term and lowvalue leases. The Company chooses to apply the exemption recognition provisions instead of recognizing the relevant right-of-use assets and lease liabilities.
(XIX) Provision for liabilities - current
| ion for liabilities - current | ||
|---|---|---|
| Subsidy for equity transaction | 2022.12.31 $ 9,585 |
2021.12.31 9,426 |
Due to operational needs and for the purpose of revitalizing asset utilization, on August 3, 2017, the Board of Directors approved the resolution for the Company to sell 70% of its shares in EG-Billion Electronics (Dongguan) Co., Ltd. to HCR Technology (Hong Kong) Ltd. The equity disposal transaction was completed in November 2018, except that EG-Billion Electronics (Dongguan) Co., Ltd. was still in negotiations with Shizuo Town Industrial Development Co., Ltd. over the integrated service fees.
In December 2019, (Hong Kong) EG-Billion Co., Ltd. and HCR Technology (Hong Kong) Ltd. reached a supplementary agreement on the contents of the above agreement. The maximum amount of the above compensation shall not exceed RMB 2,170 thousand. The disposal of (Hong Kong) EG-Billion Co., Ltd. was completed in August 2021, so the change for equity transactions is borne by the Company.
(XX) Employee benefits
1. Defined Benefit Plans
The adjustment between the present value of welfare obligations and the fair value of plan assets determined by the Company is as follows:
| plan assets determined by the Company is as follows: | ||||
|---|---|---|---|---|
| Present value of defined benefit obligations Fair value of plan assets Net defined benefit liabilities |
2022.12.31 $ 38,773 (22,133) |
2021.12.31 40,812 (18,991) 21,821 |
||
| $ 16,640 |
21,821 |
193
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
- (1) Plan assets composition
The pension funds allocated by the Company under the Labor Standard Method shall be under the overall management of the Labor Fund Utilization Bureau of the Ministry of Labor (Labor Fund Bureau). According to the "Measures for the Preservation and Utilization of the Income and Expenditure of the Labor Pension Fund", the minimum return of the annual distribution of the final accounts of the fund shall not be less than the return calculated on the two-year fixed deposit rate of the local bank.
As of the reported date, the balance of the special account of the Bank of Taiwan for labor retirement reserve of the Company is NT$ 22,135. For information on the asset management of the Labour Pension Fund, including the fund yield and fund asset allocation, please refer to the website of the Labor Fund Utilization Bureau of the Ministry of Labour.
- (2) Changes in present value of defined benefit obligations
The present value changes of the Company's benefit obligations in 2022 and 2021 are determined as follows:
| The present value of the benefit obligation is determined as of January 1 Current service cost and interest Long-service bonuses Net defined benefit liability remeasure - Actuarial losses arising from changes in financial assumptions - Actuarial loss adjusted by experience Benefits to be paid The present value of the benefit obligation is determined as of December 31 |
2022 $ 40,812 462 9 (3,370) 885 (25) |
2021 41,765 412 35 (313) (1,012) (75) |
|---|---|---|
| $ 38,773 |
40,812 | |
- (3) Changes in fair value of plan assets
The changes in the fair value of the assets of the Company's defined benefit plan for 2022 and 2021 are as follows:
| for 2022 and 2021 are as follows: | ||
|---|---|---|
| Fair value of plan assets as of January 1 Interest income Net defined benefit liability remeasure - Return on planned assets (excluding current interest) Amount already allocated to the plan Fair value of plan assets as of December 31 |
2022 $ 18,991 111 1,493 1,538 |
2021 18,364 81 288 258 18,991 |
| $ 22,133 |
- (4) Expenses recognized as profit or loss
194
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
Costs and expenses reported by the Company for 2022 and 2021 are detailed as
follows:
| follows: | ||
|---|---|---|
| Current service cost Net interest on net defined benefit liabilities Operating costs Sales expenses Administrative expenses Research and development expenses |
2022 $ 227 124 |
2021 |
| 229 102 |
||
| $ 351 |
331 | |
| $ 50 46 71 184 |
42 55 65 169 331 |
|
| $ 351 |
- (5) Remeasurement of net definable benefit liabilities admitted as other
comprehensive gains and losses
The cumulative pre-tax remeasurement of the Company's net defined benefit liabilities to other comprehensive income and loss is as follows:
| liabilities to other comprehensive income and loss | is as follows: | |
|---|---|---|
| Accumulated balance as of January 1 Recognized in the current period Accumulated balance as of December 31 |
2022 $ 11,026 3,978 |
2021 |
| 9,413 1,613 11,026 |
||
| $ 15,004 |
(6) Actuarial assumptions
The significant actuarial assumptions used by the Company to determine the present value of its benefit obligations at the close of financial reporting date are as follows:
| Discount rate Rate of future wage increases |
2022.12.31 1.56% 1.50% |
2021.12.31 0.58% 1.50% |
|---|---|---|
The Company expects to make a provision of NT$ 1,549 to the defined benefit plan for one year after the reporting date of 2022.
The weighted average duration of defined benefit plans was 8.9 years.
(7) Sensitivity Analysis
The impact of changes in the major actuarial assumptions applicable on December 31, 2022 and 2021 on the determination of the present value of benefit obligations is as follows:
195
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
| December 31, 2022 Discount rate (change 0.50%) Future salary (change 0.50%) December 31, 2021 Discount rate (change 0.50%) Future salary (change 0.50%) |
Implications for determining the present value of welfare obligations Assumed reduction Assumed addition $ 1,634 (1,736) (1,626) 1,711 2,085 (1,950) (1,925) 2,036 |
|---|---|
Assumed reduction $ 1,634 (1,626) 2,085 (1,925) |
The above sensitivity analysis is based on the analysis of the effect of changes in a single hypothesis when other hypotheses remain constant. In practice, many assumptions may change in tandem. The sensitivity analysis is consistent with the method used to calculate the net defined benefit liability of the balance sheet.
The methods and assumptions used in the preparation of sensitivity analysis in this period are the same as in the previous period.
- Defined contribution plans
The defined contribution plan of the Company shall be made to the employees' pension Individual account of the Labour Insurance Bureau at the rate of 6% of the employees' monthly wages as stipulated in the employees' Pension Ordinance. There is no statutory or constructive obligation to pay any additional amount after the amount drawn by the Company under this plan has been paid to the Bureau of Labour Insurance.
The pension expenses under the Company's determinate Pension Scheme for 2022 and 2021 are NT$ 4,735 and NT$ 4,850 respectively, which have been allocated to the Labour Insurance Bureau.
(XXI) Income tax
- Income tax expense
The Company's 2022 and 2021 income tax expense is detailed as follows:
| Current income tax expense Generated in the current period Adjust the current income tax of the previous period Deferred income tax Occurrence and reversal of temporary differences Income tax expense |
2022 | 2021 |
|---|---|---|
| $ 7,343 (509) |
26,719 (131) |
|
| 6,834 | 26,588 | |
| (2,326) | (8,128) 18,460 |
|
| $ 4,508 |
196
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
The income tax benefit (expense) of the Company for 2022 and 2021 as recognized
under other comprehensive income and loss is as follows:
| Items not classified to profit or loss: Re-measurement of defined benefit plan Items that may be subsequently reclassified to profit or loss: Exchange differences on translating the financial statements of foreign operations |
2022 $ (796) |
2021 (323) |
|---|---|---|
| $ (4,570) |
(8,115) | |
Adjustment of the relationship between income tax expense and pre-tax net profit of the Company in 2022 and 2021 is as follows:
| Net profit before tax Income tax based on the domestic tax rate of the Company's location The return of overseas funds to Taiwan is subject to separate taxation Non-deductible expenses Income exemption Capital gains tax on indirect equity transfer Changes in temporary differences not recognized Early overvaluation Additional income tax on undistributed earnings Income tax expense |
2022 $ 44,413 |
2021 45,464 |
|---|---|---|
| $ 8,883 (160) - (3,912) - - (509) 206 |
9,093 - 1,130 (4,790) 14,158 (1,000) (131) - 18,460 |
|
| $ 4,508 |
2. Deferred income tax assets and liabilities (1) Deferred income tax assets are not recognized
| rred income tax assets and liabilities Deferred income tax assets are not recognized |
||
|---|---|---|
| Deductible temporary difference Expected credit impairment losses Impairment losses |
2022 $ 159,960 13,234 |
2021 159,960 13,234 173,194 |
| $ 173,194 |
197
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
- (2) Recognized deferred tax assets and liabilities
Changes in deferred tax assets and liabilities for 2022 and 2021 are as follows:
Deferred income tax assets:
| 2022 Beginning balance Deb Debit/credit income com statement incom it/credit in other prehensive e statements Ending Balance Defined retirement benefit plan $ 4,446 (237) (796) 3,413 Exchange differences on translating the financial statements of foreign operations 4,351 - (4,351) - Unrealized gross margin 4,243 927 - 5,170 Loss on inventory write- down 2,609 3,498 - 6,107 Unrealized loss on exchange 550 (550) - - $ 16,199 3,638 (5,147) 14,690 2021 Beginning balance Debit/credit income statement Debit/creditin other comprehensive income statements Miscellaneous Ending Balance Defined retirement benefit plan $ 4,755 14 (323) - 4,446 Exchange differences on translating the financial statements of foreign operations 11,900 - (8,115) 566 4,351 Unrealized gross margin 3,970 273 - - 4,243 Loss on inventory write-down 2,609 - - - 2,609 Unrealized loss on exchange 1,240 (690) - - 550 Unrealized loss on financial instruments 47 (47) - - - Loss deduction 26,638 (26,638) - - - $ 51,159 (27,088) (8,438) 566 16,199 |
2022 Beginning balance Deb Debit/credit income com statement incom it/credit in other prehensive e statements Ending Balance Defined retirement benefit plan $ 4,446 (237) (796) 3,413 Exchange differences on translating the financial statements of foreign operations 4,351 - (4,351) - Unrealized gross margin 4,243 927 - 5,170 Loss on inventory write- down 2,609 3,498 - 6,107 Unrealized loss on exchange 550 (550) - - $ 16,199 3,638 (5,147) 14,690 2021 Beginning balance Debit/credit income statement Debit/creditin other comprehensive income statements Miscellaneous Ending Balance Defined retirement benefit plan $ 4,755 14 (323) - 4,446 Exchange differences on translating the financial statements of foreign operations 11,900 - (8,115) 566 4,351 Unrealized gross margin 3,970 273 - - 4,243 Loss on inventory write-down 2,609 - - - 2,609 Unrealized loss on exchange 1,240 (690) - - 550 Unrealized loss on financial instruments 47 (47) - - - Loss deduction 26,638 (26,638) - - - $ 51,159 (27,088) (8,438) 566 16,199 |
2022 | 2022 | 2022 | 2022 | 2022 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Beginning balance $ 4,446 4,351 4,243 2,609 550 $ 16,199 |
Deb Debit/credit income com statement incom it/credit in other prehensive e statements |
Ending Balance |
||||||||||
| - |
(237) 927 3,498 (550) |
(796) (4,351) - - - (5,147) |
3,413 - 5,170 6,107 - |
|||||||||
| 16,199 | 3,638 | 14,690 | ||||||||||
| 2021 | ||||||||||||
| Beginning balance |
Debit/credit income statement Debit/creditin other comprehensive income statements |
Miscellaneous | Ending Balance | |||||||||
| $ 4,755 11,900 3,970 2,609 1,240 47 26,638 |
14 - 273 - (690) (47) (26,638) (27,088) |
(323) (8,115) - - - - - (8,438) |
- 566 - - - - - 566 |
- - |
4,446 4,351 4,243 2,609 550 16,199 |
|||||||
| $ 51,159 |
198
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
Deferred income tax liabilities:
| income tax liabilities: | |||||
|---|---|---|---|---|---|
| Income from foreign investment Exchange differences on translating the financial statements of foreign operations Unrealized gain on exchange Income from foreign investment |
2022 | Ending Balance 28,706 219 852 |
|||
| Beginning balance |
Debit/credit income statement Debit/credit in other comprehensive income statements 460 - - 219 852 - 1,312 219 2021 |
Debit/credit in other comprehensive income statements |
|||
| $ 28,246 - - |
- 219 - 219 |
||||
| $ 28,246 |
29,777 Ending Balance 28,246 |
||||
| Beginning balance |
Debit/credit income statement (35,216) |
Debit/credit in other comprehensive income statements |
|||
| $ 63,462 |
- |
- Income Tax Approval
The income tax settlement declaration of the Company's profit-making business has
been approved by the tax collecting authority until 2020.
(XXII) Capital and other equity
- Issue of common stock
On December 31, 2022 and 2021, the total rated capital stock of the Company is NT$ 1,500,000 and 12,350,000 shares are reserved for the use of certificates of interest at NT$ 10 each for 150,000,000 shares. The aforementioned total rated capital stock includes 99,697 thousand and 98,856 thousand ordinary shares issued respectively. All issued shares have been received.
In 2022, the Company will issue 962,000 new shares at par value due to the exercise of the employee stock warrants, with a total amount of NT$9,615, of which 841,000 shares have completed the legal registration procedures, and all the shares issued have been collected.
199
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
- Capital surplus
The balance of the Company's capital reserve is as follows:
| Premium on issuance of shares Treasury share transactions Treasury share transactions (transfer of employee stock options) Difference between actual acquisition or disposal of equity interest in a subsidiary and its carrying value Recognition of changes in all equity in subsidiaries The number of changes in the net equity value of subsidiaries and associates Consolidated overdraft Employee stock options Income received from gifts |
2022.12.31 $ 245,628 5,929 18,851 21,747 2,336 32 8,173 3,853 1,890 |
2021.12.31 240,271 5,929 18,839 21,700 - - 8,173 4,487 1,890 301,289 |
|---|---|---|
| $ 308,439 |
According to the Company Law, after the capital reserve is required to cover the loss preferentially, the realized capital reserve may be issued to new shares or cash in proportion to the original shares of the shareholders. The realized capital reserve referred to in the preceding paragraph includes the excess from issuing shares in excess of par value and the income from receiving gifts. In accordance with the guidelines for the treatment of issuers' offering and issuance of marketable securities, the total amount of the capital reserve appropriated for replenishment shall not exceed 10% of the paid-in capital.
- Retained earnings
According to the Articles of Incorporation of the Company, after paying all taxes and dues according to law and making up for accumulated losses, 10% of the remaining profit of the Company after annual closing of the books shall be appropriated as the legal surplus reserve; where such legal surplus reserve amounts to the total paid-in capital of the Company, this provision shall not apply; the remainder shall be used to appropriate or reverse the special surplus reserve. If there is still remaining balance, the board of directors shall draw up an earnings distribution proposal on the balance and the accumulated undistributed earnings, and submit it to the shareholders’ meeting.
The Company's dividend policy, in line with the current and future development plan, the investment environment, capital needs and domestic and foreign competition, and taking into account the shareholders' interests and other factors, is that the annual allocation of distributable earnings shall not be less than 10% of the distribution of shareholders' dividends, except that when the accumulated distributable earnings is less than 5% of the paid-in share capital, it may not be distributed; at the time of distribution of shareholders' dividends, the proportion of cash dividends in the
200
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
shareholders' dividends distributed in the current year shall be not less than 5% of the total annual distribution of dividends, and the remaining cash dividends shall be distributed in the form of share dividends, but the actual distribution ratio shall be adjusted according to the actual profit and operating conditions of the current year.
- (1) Legal surplus reserve
If the Company has no losses, it may, by resolution of the shareholders' meeting, issue new shares or cash out of the statutory surplus, provided that the surplus exceeds 25% of the paid-in capital.
- (2) Special surplus reserves
When the Company first adopted IFRs approved by the Financial Regulatory Commission, the unrealised revaluation appreciation under shareholders' equity, the cumulative conversion adjustment (interest) and the classification of the assets in the accounts as "investment real estate" on the conversion date due to the selection of the exempted items under IFRS No. 1 "First Adoption of IFRS", If the fair value of the conversion date is taken as the recognized cost to increase the retained surplus, the same amount of special surplus reserve may be set aside in accordance with the Financial Regulatory Commission's Order No. 1010012865 issued on April 6, 2012, and surplus may be redistributed in proportion to the original special surplus reserve when the relevant assets are used, disposed of or reclassified.
In accordance with the regulations of the Financial Regulatory Commission, when distributing distributable surplus, the Company shall set aside a special surplus reserve from the current profit and loss and the undistributed surplus of the previous period for the net deduction of other shareholders' equity in the accounts of the current year; The amount of other shareholders' equity deduction accumulated in the previous period shall not be distributed the special surplus reserve of the same amount drawn from the undistributed surplus of the previous period. If there is any subsequent reversal of the amount of other shareholders' equity reduction, the surplus may be distributed in the reversal.
- (3) Earnings Distribution
No dividend will be distributed to owners in the earnings distributions of the year 2021 and 2020 as approved by the Annual Shareholders' Meeting on June 9, 2022 and August 20, 2021 respectively.
201
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
- Treasury shares
The changes of the Company's Treasury shares in 2022 and 2021 are detailed as follows:
| Beginning balance Repurchase in the current year Transferred to Group's employees in the current year Ending Balance |
2022 Transfer of shares to employees (thousand shares) Transfer of shares to employees (thousand NTD) 1,038$ 23,017 168 3,181 (15) (285) 1,191 $ 25,913 |
2021 Transfer of shares to employees (thousand shares) Transfer of shares to employees (thousand NTD) 100 2,145 1,900 39,169 (962) (18,297) 1,038 23,017 |
2021 Transfer of shares to employees (thousand shares) Transfer of shares to employees (thousand NTD) 100 2,145 1,900 39,169 (962) (18,297) 1,038 23,017 |
2021 Transfer of shares to employees (thousand shares) Transfer of shares to employees (thousand NTD) 100 2,145 1,900 39,169 (962) (18,297) 1,038 23,017 |
2021 Transfer of shares to employees (thousand shares) Transfer of shares to employees (thousand NTD) 100 2,145 1,900 39,169 (962) (18,297) 1,038 23,017 |
2021 Transfer of shares to employees (thousand shares) Transfer of shares to employees (thousand NTD) 100 2,145 1,900 39,169 (962) (18,297) 1,038 23,017 |
|---|---|---|---|---|---|---|
| Transfer of shares to employees (thousand shares) |
||||||
100 1,900 (962) |
||||||
| 1,191 | 1,038 | 23,017 |
The number of uncanceled Treasury shares of the Company on December 31, 2022 and 2021 is 1,191,000 and 1,038,000, respectively. The Treasury shares held by the Company shall not be pledged in accordance with the provisions of the Securities Exchange Law, and shall not enjoy the rights of shareholders before transfer.
- Other equity (net of tax)
| January 1, 2022 The exchange difference resulting from the conversion of the net assets of the foreign operating institution Balance as of December 31, 2022 January 1, 2021 The exchange difference resulting from the conversion of the net assets of the foreign operating institution Share of the conversion difference between associates using the equity method Dispose of foreign operating institutions Balance as of December 31, 2021 |
Exchange differences on translating the financial statements of foreign operations |
Unrealized appraisal gains and losses on financial assets measured at fair value through other comprehensive gains and losses Total (41,492) (65,850) - 18,278 (41,492) (47,572) (41,492) (100,455) - (12,656) - 1,112 - 46,149 (41,492) (65,850) |
|---|---|---|
$ (24,358) 18,278 |
||
| $ (6,080) |
||
| $ (58,963) (12,656) 1,112 46,149 |
||
| $ (24,358) |
202
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
(XXIII) Share-based payment As of December 31, 2022, the Company had the following three share base payment transactions:
| Grant date Grant quantity Execution price (NTD) Contract Period Vesting Conditions |
First employee stock option Second employee stock option Third employee stock option 2020.08 2021.03 2021.06 2,559 130 111 12.6 23.45 22.65 5 years 5 years 5 years At the end of two years, according to the specific schedule and proportion At the end of two years, according to the specific schedule and proportion At the end of two years, according to the specific schedule and proportion |
|---|---|
1. Measurement parameters of fair value at the date of grant
The Company adopts the option evaluation model to estimate the fair value of employee stock options at the date of grant, the assumptions and fair value are summarized as follows:
| First employee stock option Stock price on date of granting $ 12.60 Execution price 12.60 Expected volatility 39.54% Expected duration (years) 3.5~4.5 Expected dividend rate - % Risk-free interest rate 0.5130% |
Second employee stock option 23.45 23.45 50.02% 3.5~4.5 - % 0.0970% |
Third employee stock option 22.65 22.65 52.06% 3.5~4.5 - % 0.1320% |
|---|---|---|
- Information about the employee stock option plan
(in thousand of units)
| Shares outstanding as of January 1 Amount granted in the current period Amount lost in the current period Amount executed in the current period Transferred within the Group in the current period Shares outstanding as of December 31 Executable quantity as of December 31 |
2022 Weighted average performance price (NTD) Number of warrants $ 13.49 2,086 - - 12.60 (95) 12.60 (768) 13.97 (189) 13.51 1,034 12.60 97 |
2021 | 2021 |
|---|---|---|---|
| Weighted average performance price (NTD) |
Number of warrants 2,049 185 (148) - - |
||
12.60 16.44 17.33 - - 13.18 - |
|||
| 2,086 | |||
| - |
203
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
The Company's outstanding stock options are as follows:
| Execution price range (NTD) Weighted average remaining contract period (years) Employee expenses Expenses incurred due to employee warrants |
2022.12.31 2021.12.31 $12.60~$23.45 $12.60~$23.45 2.61~3.47 3.61~4.47 2022 2021 $ 1,406 2,716 |
|---|---|
- Employee expenses
On December 31, 2022 and 2021, the transfer of treasury shares based on the Company's share payment by employees is as follows:
- Measurement parameters of fair value at the date of grant
| Stock price on date of granting Execution price Expected volatility Expected duration Risk-free interest rate |
2022 $ 19.10 $ 19.02 42.370% 0.05 to 0.53 years 1.220% |
2021 21.30 19.02 42.564% 22 days 0.132% |
|---|---|---|
- Information on transfer of treasury shares
The Company transferred 40,000 and 962,000 treasury shares to employees of the
Group in 2022 and 2021 respectively, of which 40 thousand and 835 thousand treasury shares were transferred to employees of the Company.
| Shares outstanding as of January 1 Amount granted in the current period Amount executed in the current period Shares outstanding as of December 31 Executable quantity as of December 31 |
2022 2021 Weighted average exercise price Number of shares (thousands ) Weighted average exercise price Number of shares (thousands ) $ - - - - 19.02 40 19.02 835 19.02 (15) 19.02 (835) 19.02 25 19.02 - 25 - |
2022 2021 Weighted average exercise price Number of shares (thousands ) Weighted average exercise price Number of shares (thousands ) $ - - - - 19.02 40 19.02 835 19.02 (15) 19.02 (835) 19.02 25 19.02 - 25 - |
2022 2021 Weighted average exercise price Number of shares (thousands ) Weighted average exercise price Number of shares (thousands ) $ - - - - 19.02 40 19.02 835 19.02 (15) 19.02 (835) 19.02 25 19.02 - 25 - |
|---|---|---|---|
| Weighted average exercise price $ - 19.02 19.02 19.02 |
|||
- 19.02 19.02 19.02 |
|||
| - |
The weighted average share price of treasury stocks transferred by the Company in 2022 and 2021 was NT$ 1.81 and NT$ 2.43, respectively.
204
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
- The expenses incurred by the Company in 2022 and 2021 due to the transfer of treasury shares paid on a share basis were NT$ 73 and NT$ 2,029, respectively. Billion Watts Technologies Co., Ltd., a subsidiary of the Company, issued 700 employee share options by resolution of the Board of Directors in October 2022. Each unit of warrant is eligible for subscription of 1,000 common shares, and the target is limited to full-time regular employees of the Company and the companies of which the Company directly or indirectly hold more than 50% of the shares on the base date of subscription qualification.
In 2022, 700 units were fully executed with a weighted average execution price of NT$ 23, and the cost incurred due to the share-based payment was NT$ 432. Billion Watts Technologies Co., Ltd., a subsidiary of the Company, completed the cash capital increase in February 2021 and reserved the shares for the Company and its own employees to subscribe for the special shares for cash capital increase . In 2021, the recognized expenses for share-based payments were NT$ 613.
- (XXIV) Earnings Per Share
The Company's basic and diluted earnings per share are calculated as follows:
-
Basic earnings per share
-
(1) Net income attributable to holders of common equity of the Company
| Net income attributable to the Company for the period |
2022 $ 39,905 |
2021 |
|---|---|---|
| 27,004 | ||
- (2) Weighted average number of common shares outstanding
Unit: thousands
| 2022 2021 Weighted average number of common shares outstanding $ 98,038 97,568 ed earnings per share Net income attributable to holders of common equity of the Company (Diluted) 2022 2021 Net income attributable to holders of common equity of the Company (Diluted) $ 39,905 27,004 |
2022 $ 98,038 |
2021 |
|---|---|---|
| 97,568 | ||
| 27,004 | ||
-
Diluted earnings per share
-
(1) Net income attributable to holders of common equity of the Company (Diluted)
-
(2) Weighted average number of common shares outstanding (Diluted)
Unit: thousands
| Weighted average number of common shares outstanding (Basic) Effect of dilutive potential common shares Effect of employee stock options Effect of employee stock compensation Weighted average number of common shares outstanding (Diluted) |
2022 98,038 580 99 98,717 |
2022 98,038 580 99 98,717 |
2021 97,568 937 113 98,618 |
|---|---|---|---|
| 98,717 |
205
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
| Basic earnings per share Diluted earnings per share (XXV) Revenue from customer contracts 1. Subdivision of income Key regional markets: Taiwan $ Americas Other countries $ Key products: Product sales revenue Power plant equipment $ Communication electronic equipment Power Supply Products Revenue from sale of electricity $ 2. Contract balance 2022.12.31 Notes receivable $ 955 Accounts receivable 31,630 Accounts receivable — related parties 17,804 Less: Loss allowance (212) $ 50,177 Contract performance costs $ 55,704 Contractual liabilities $ 23,613 |
Basic earnings per share Diluted earnings per share (XXV) Revenue from customer contracts 1. Subdivision of income Key regional markets: Taiwan $ Americas Other countries $ Key products: Product sales revenue Power plant equipment $ Communication electronic equipment Power Supply Products Revenue from sale of electricity $ 2. Contract balance 2022.12.31 Notes receivable $ 955 Accounts receivable 31,630 Accounts receivable — related parties 17,804 Less: Loss allowance (212) $ 50,177 Contract performance costs $ 55,704 Contractual liabilities $ 23,613 |
2022 $ 0.41 |
2022 $ 0.41 |
2021 | ||
|---|---|---|---|---|---|---|
| 0.28 0.27 |
||||||
| $ 0.40 |
||||||
| 2022 148,265 231,414 101,067 |
2021 142,410 331,380 104,909 578,699 56,733 362,076 141,682 18,208 578,699 2021.1.1 22 49,657 98,228 (212) 147,695 - 8,735 |
|||||
| $ | ||||||
| $ | 480,746 |
|||||
| $ | 9,253 249,165 206,152 16,176 |
|||||
| $ | 480,746 | |||||
| 2021.12.31 46 27,653 114,389 (212) |
||||||
| $ 50,177 |
141,876 | |||||
| $ 55,704 |
- | |||||
| $ 23,613 |
28,340 |
Please refer to Note 6 (5) for detailed disclosure of notes and accounts receivable and their impairments.
Contractual liabilities are primarily derived from proceeds received on product sales contracts, which the Company will carry forward when products are delivered to customers.
206
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
- (XXVI) Remuneration to employees and directors
In accordance with the Articles of Incorporation of the Company, if there is any profit in a year, the compensation of employees and directors shall be set aside at a rate of no less than 2% and no more than 3% respectively according to the pre-tax profit of the year before deducting the compensation of employees and directors. However, if the Company still has accumulated losses, it shall reserve the compensatory amount in advance. To whom stock or cash is paid, including employees of affiliated companies who meet certain conditions.
The estimated compensation for employees of the Company in 2022 and 2021 is NT$ 2,500 and NT$ 2,577 respectively, and the estimated compensation for directors is NT$ 360 and NT$ 486 respectively, based on the amount of the Company's net profit before tax deducting employee and director compensation for each period multiplied by the allocation of employee and director compensation as stipulated in the Articles of Incorporation. Operating expenses for 2022 and 2021 are reported side by side. The employee and director compensation as determined by the foregoing Board of Directors does not differ from the estimated amount in the Company's parent company only financial statement for the years 2022 and 2021, and relevant information is available on the Open Information Observatory.
- (XXVII) Net amount of other income and expenses
Other net income and expense details of the Company for 2022 and 2021 are as follows:
| Gains from disposal of property, plant and equipment Lease modification loss |
2022 $ 16,895 (156) |
2021 105 - 105 |
|---|---|---|
| $ 16,739 |
(XXVIII) Non-operating revenue and expenses
- Interest income
The Company's interest income in 2022 and 2021 are detailed as follows:
| Bank interest Other interest income |
2022 $ 5,607 279 |
2021 2,050 1,659 3,709 |
|---|---|---|
| $ 5,886 |
- Other income
The Company's other income in 2022 and 2021 are detailed as follows:
| Rental income Dividend income Client compensation income Other income |
2022 $ 6,355 2,287 1,852 7,614 |
2021 4,981 2,273 5,476 6,688 19,418 |
|---|---|---|
| $ 18,108 |
207
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
- Other gains and losses
The Company's other benefits (losses) in 2022 and 2021 are detailed as follows:
| Disposal of investment interests Gains (loss) on foreign currency exchange Gain (loss) on financial assets at fair value through profit or loss Miscellaneous |
2022 $ 22,166 65,146 (16,393) (448) |
2021 63,404 (7,531) 842 (505) 56,210 |
|---|---|---|
| $ 70,471 |
- Financial costs
The Company's financial costs in 2022 and 2021 are detailed as follows:
| Interest on bank loans Interest on lease liabilities Interest on other loans |
2022 $ 5,116 1,105 1,029 |
2021 5,359 558 - 5,917 |
|---|---|---|
| $ 7,250 |
(XXIX) Financial instruments
-
Credit risk
-
(1) The amount of the maximum credit risk
The book amount of financial assets and contractual assets represents the maximum credit storm risk amount.
- (2) Concentration of credit risk
As of December 31, 2022 and 2021, 12% and 82% of the balance of accounts receivable of the Company are composed of the five customers before the Company, respectively, resulting in a significant concentration of credit risk of the Company.
- (3) Credit risk of receivables
Please refer to Note 6 (5) for detailed credit risk storm information on notes receivable and accounts receivable.
Other financial assets measured at amortized cost include other receivables, restricted deposits and certificates of deposit.
The above are financial assets with low credit risk, and therefore the allowance for losses for the period is measured by the amount of expected credit loss for the twelve-month period (please refer to Note 4 (6) for a description of how the Company determines low credit risk).
208
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
- Liquidity risk
The following table shows the contractual maturity date of financial liabilities, including estimated interest but excluding the impact of netting agreements.
| December 31, 2022 Non-derivative financial liabilities Non-interest-bearing liabilities Lease liabilities Floating rate instrument Fixed-rate instrument Total December 31, 2021 Non-derivative financial liabilities Non-interest-bearing liabilities Lease liabilities Floating rate instrument Total |
Carrying Amount of Investment |
Contract cash flow |
Within 12 months |
1-5 years | More than 5 years |
|---|---|---|---|---|---|
| $ 69,549 50,712 185,895 111,229 |
69,549 57,298 189,700 114,385 |
69,329 6,932 167,546 77,430 |
220 24,295 15,394 36,955 |
- 26,071 6,760 - |
|
| $ 417,385 |
430,932 | 321,237 | 76,864 | 32,831 | |
| $ 124,202 57,668 358,844 |
124,202 64,443 366,583 |
124,202 6,767 304,809 |
- 29,652 27,594 |
- 28,024 34,180 62,204 |
|
| $ 540,714 |
555,228 | 435,778 | 57,246 |
The Company does not anticipate that the cash flows from the maturity analysis will occur significantly earlier or that the actual amounts will be significantly different.
209
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
-
Foreign exchange risk
-
(1) Exchange rate risk exposure
The financial assets and liabilities of the Company exposed to material foreign currency exchange rate risks are as follows:
| Financial assets Monetary items USD RMB Non- monetary items USD Financial liabilities Monetary items USD RMB |
2022.12.31 | NTD |
2021.12.31 | |||||
|---|---|---|---|---|---|---|---|---|
| Foreign currency $ 24,969 - - 402 3,300 |
Currency exchange rate |
Foreign currency 22,434 2,292 7,432 983 1,031 |
Currency exchange rate |
NTD |
||||
| 30.730 - - 30.730 4.417 |
767,296 - - 12,366 14,575 |
27.665 4.344 27.665 27.665 4.344 |
620,640 9,955 187,861 27,205 4,478 |
|||||
- (2) Sensitivity analysis
The exchange rate risk of the monetary items of the Company is mainly due to cash and equivalent cash denominated in foreign currency, accounts receivable and other receivables, borrowings, accounts payable and other payables, etc., resulting in foreign currency exchange gains and losses upon conversion. When the New Taiwan Dollar depreciates or revalues by 5% against the US dollar and the RMB on December 31, 2022 and 2021, all other factors being held constant, the net profit before tax in 2022 and 2021 will increase or decrease by NT$ 37,018 and NT$ 29,945, respectively. The two analyses are based on the same basis.
- (3) Exchange gains and losses on monetary items
Due to the variety of functional currencies of the Company, the exchange profit and loss information of monetary items is disclosed by means of integration. The profit (loss) of foreign currency exchange in 2022 and 2021 (including realized and unrealized) is NT$ 65,146 and (NT$ 7,531) respectively.
210
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
-
Interest Rate Analysis
-
Interest rate risks on the financial assets and financial liabilities of the Company are described in the Liquidity Risk Management section of this note.
The following sensitivity analysis is based on the interest rate risk of derivative and nonderivative instruments as of the reporting date. For floating rate liabilities, the analysis assumes that the amount of liabilities outstanding on the reported date is outstanding for the whole year. The rate of change used internally by the Company to report interest rates to key management is a 0.25% increase or decrease in interest rates, which also represents the management's assessment of the range of reasonably possible changes in interest rates.
If interest rates increase or decrease by 0.25%, the Company's 2022 and 2021 pre-tax net income will decrease or increase by NT$ 465 and NT$ 144, all other variables being held constant.
- Other price risks
If daily price changes of equity securities are reported (the analysis of the two periods is based on the same basis, and other changing factors are assumed to remain unchanged), the impact on the comprehensive income and loss items is as follows:
| Securities prices on the reporting day Increase by 10% Decrease by 10% |
2022 2021 Pre-tax amount of other comprehensive gains and losses Pre-tax profit and loss Pre-tax amount of other comprehensive gains and losses Pre-tax profit and loss |
2022 2021 Pre-tax amount of other comprehensive gains and losses Pre-tax profit and loss Pre-tax amount of other comprehensive gains and losses Pre-tax profit and loss |
2021 | 2021 | 2021 | 2021 |
|---|---|---|---|---|---|---|
| Pre-tax amount of other comprehensive gains and losses |
||||||
| $ 380 $ (380) |
330 (330) |
380 (380) |
5,959 (5,959) |
5,959 |
-
Fair value and book amount
-
(1) Types and fair values of financial instruments
The financial assets and liabilities of the Company measured at fair value through profit and loss and the financial assets measured at fair value through other comprehensive profit and loss are measured at fair value on a recurring basis. Book amount and fair value of various types of financial assets and financial liabilities (including fair value grade information, but the book amount of financial instruments not measured by fair value is a reasonable approximation of fair value, and leasing liabilities, according to the provisions of the fair value information is not required to disclose) are listed as follows:
211
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
| Financial assets at fair value through profit or loss Financial assets at fair value through other comprehensive income Domestic unlisted (over- the-counter) shares Financial assets at amortized cost Cash and cash equivalents Financial assets at amortized cost Notes and accounts receivable (including related parties) Other receivables (including related parties) Subtotal Total Financial liabilities measured at cost after amortization Short-term loans Accounts payables Other payables (including related parties) Lease liabilities (including maturity within one year) Long-term loans (including maturity within one year) Total |
2022.12.31 | 2022.12.31 | |||
|---|---|---|---|---|---|
| Carrying Amount of Investment $ 25,645 |
Fair value | Total 25,645 |
|||
| Level 1 25,645 |
Level 2 - |
Level 3 - |
|||
| 3,797 | - | - | 3,797 | 3,797 | |
| 149,111 498,612 50,177 32,140 |
- - - - |
- - - - |
- - - - |
- - - - |
|
| 730,040 | - | - | - | - | |
| $ 759,482 |
25,645 | - | 3,797 | 29,442 | |
| $ 217,000 32,336 37,213 50,712 80,124 |
- - - - - |
- - - - - |
- - - - - |
- - - - - |
|
| $ 417,385 |
- | - | - | - |
212
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
| Financial assets at fair value through profit or loss Financial assets at fair value through other comprehensive income Domestic unlisted (over- the-counter) shares Financial assets at amortized cost Cash and cash equivalents Financial assets at amortized cost Notes and accounts receivable (including related parties) Other receivables (including related parties) Subtotal Total Financial liabilities measured at cost after amortization Short-term loans Accounts payables Other payables Lease liabilities (including maturity within one year) Long-term loans (including maturity within one year) Total |
2021.12.31 | 2021.12.31 | |||
|---|---|---|---|---|---|
| Carrying Amount of Investment $ 85,002 |
Fair value | Total 85,002 |
|||
| Level 1 85,002 |
Level 2 - |
Level 3 - |
|||
| 3,797 | - | - | 3,797 | 3,797 | |
| 296,296 397,410 141,876 10,879 |
- - - - |
- - - - |
- - - - |
- - - - |
|
| 846,461 | - | - | - | - | |
| $ 935,260 |
85,002 | - | 3,797 | 88,799 | |
| $ 299,000 86,029 38,173 57,668 59,844 |
- - - - - |
- - - - - |
- - - - - |
- - - - - |
|
| $ 540,714 |
- | - | - | - |
-
(2) Fair value evaluation technique for measuring financial instruments at fair value
-
(2.1) Non-derivative financial instruments
If a financial instrument has an open quotation on the active market, the fair value shall be the open quotation on the active market. The market prices announced by the major exchanges and the Central Government Bond Counter trading centres judged to be hot bonds are the basis for the fair value of listed equity instruments and debt instruments quoted in active markets.
A financial instrument is publicly quoted in an active market if it is promptly and frequently obtained from an exchange, broker, underwriter,
213
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
industry association, pricing service or authority and the price represents an actual and frequent fair market trader. If the above conditions are not met, the market is deemed to be inactive. In general, a wide bid-ask spread, a significant increase in bid-ask spread or very little trading volume are indicators of an inactive market.
The fair value of the financial instruments held by the Company in an active market is shown by class and attribute as follows:
The fair value of financial assets and liabilities, such as redeemable bonds, TWSE/TPEx listed companies shares, bills of exchange and bonds, which are subject to standard terms and conditions and are traded in the active market, shall be determined by reference to market quotations respectively.
Besides the above mentioned financial instruments with active markets, the fair value of the remaining financial instruments is obtained by means of appraisal techniques or by reference to counterparty quotations. The fair value obtained through the evaluation technique may be calculated by reference to the current fair value of other financial instruments with similar material conditions and characteristics, the discounted cash flow method or by other evaluation techniques, including the use of models based on market information available at the reported date (e.g., the counter buying center reference yield curve, the Reuters commercial note rate average quote).
The fair value of the financial instruments held by the Company in an inactive market is shown by class and attribute as follows:
Equity instrument without public quotation: The fair value is estimated using the market comparable company law, and its main assumption is based on the estimated earnings before interest, depreciation and amortization of investors and the earnings multiplier derived from the market quotation of comparable TWSE/TPEx listed companies. This estimate has been adjusted for the effect of the discount on the lack of market liquidity of the equity securities.
- (3) Transfer between Level 1 and Level 2
There is no transfer in 2022 and 2021.
214
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
- (4) Schedule of changes to Level 3
| January 1, 2022 (i.e., closing balance) January 1, 2021 (i.e., closing balance) |
Measured at fair value through other comprehensive gains and losses No equity instrument of open offer $ 3,797 $ 3,797 |
Measured at fair value through other comprehensive gains and losses |
|
|---|---|---|---|
- (5) Quantitative information on fair value measurement of significant unobservable inputs (Level 3)
Level 3 of the fair value measurement of the Company mainly refers to the financial asset-equity securities investment measured by the fair value of other comprehensive profit and loss, while the domestic and foreign unlisted (over-thecounter) equity investments are calculated using the comparable listed company method to calculate the fair value of the investment bid, and the comparable listed and over-the-counter companies method refers to companies engaged in the same or similar business whose shares are traded at the transaction price of an active market, the value multipliers implied by those prices, and considers the liquidity discount to determine the value of the target company.
(XXX) Financial risk management
- Summary
The Company is exposed to the following risks as a result of the use of financial instruments:
-
(1) Credit risk
-
(2) Liquidity risk
-
(3) Market risks
This note provides critical information about the risks of the Company and the objectives, policies, and procedures of the Company for measuring and managing risks. Please refer to the notes to this financial report for further quantitative disclosure.
- Risk Management Architecture
The Company's main financial instruments include equity and debt investments, accounts receivable, accounts payable, loans and lease liabilities. Cleanaway's finance administration department provides services to various business units, coordinating their operation to enter the domestic and international financial markets. By analyzing the internal risk exposure report according to the degree and breadth of risks, it supervises and manages the financial risks related to the operation of Cleanaway. These include market risk (including exchange rate risk, interest rate risk, and other price risks), credit risk and liquidity risk.
215
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
- Credit risk
Credit risk is the risk of financial loss arising from the failure of the Company to meet its contractual obligations by its customers or counterparties to financial instruments, mainly from the Company's bank deposits, accounts receivable from its customers and investments in securities.
- (1) Accounts receivable and other receivables
The policy adopted by the Company is to deal only with reputable counterparties and to obtain, where necessary, adequate guarantees to mitigate the risk of financial loss arising from defaults.
- (2) Investments
The credit risk of bank deposits, fixed income investments and other financial instruments is measured and monitored by the Company's finance department. There is no material credit risk as the transaction parties and performance parties of the Company are banks with good credit standing and financial institutions, corporate organizations and government agencies with investment grade or above.
- (3) Warranty
Please refer to Note 7 for the endorsements/guarantees provided by the Company on December 31, 2022 and 2021.
- Liquidity risk
The Company manages and maintains sufficient cash and cash equivalents to support operations of the Company and mitigate the effects of fluctuations in cash flows. The management of the Company supervises the use of credit facility from the Banks and ensures compliance with the terms of the loan contracts.
On December 31, 2022 and 2021, the unutilized bank loan facility of the Company is NT$ 335,000 and NT$ 429,717, respectively.
- Market risks
Market risk refers to the risk that changes in market prices, such as changes in exchange rates, interest rates, and the price of equity instruments, may affect the earnings or value of the financial instruments held by the Company. The objective of market risk management is to control the degree of market risk within an acceptable range and to optimize the return on investment.
(1) Foreign exchange risk
The Company is exposed to exchange rate risks arising from sales, procurement and borrowing transactions denominated in non-functional currencies. The functional currency of the Company will be the NTD. The major currencies for transactions are NTD, USD and RMB.
- (2) Interest rate risk
The Company holds floating rate assets and liabilities and thus generates cash flow
interest rate risk. The Company's floating rate financial assets and financial
216
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
liabilities are detailed in the Liquidity Risk Management section of this note.
- (XXXI) Capital Management
The Company carries out capital management to ensure that it is able to continue operating by optimising its debt and equity balances to maximize shareholders' compensation.
The capital structure of the Company is reviewed from time to time by the Company's key management in the light of the economic environment and business considerations. The Company will balance its overall capital structure by paying dividends, repurchasing shares and financing, as advised by the key management and in accordance with the provisions of the Act.
As of December 31, 2022, there has been no change in the way the Company manages its capital.
-
(XXXII) Investment and financing activities in non-cash transactions
-
Please refer to note 6 (13) for details on the acquisition of the right to use assets by means of lease.
-
Reconciliation of liabilities from financing activities is shown below:
| Short-term loans Long-term loans (including maturity within one year) Lease liabilities (including maturity within one year) Total liabilities from financing activities |
$ | 2022.1.1 Cash flow 299,000 (82,000) 59,844 20,280 57,668 (6,158) |
Changes in non-cash items Increase Decrease 2022.12.31 - - 217,000 - - 80,124 6,019 (6,817) 50,712 6,019 (6,817) 347,836 |
|---|---|---|---|
| $ | 416,512 (67,878) |
||
| Short-term loans Long-term loans (including maturity within one year) Lease liabilities (including maturity within one year) Total liabilities from financing activities |
$ | 2021.1.1 Cash flow 314,000 (15,000) 63,438 (3,594) 18,647 (6,443) |
Changes in non-cash items Increase Decrease 2021.12.31 - - 299,000 - - 59,844 45,464 - 57,668 45,464 - 416,512 |
|---|---|---|---|
| $ | 396,085 (25,037) |
||
VII. Related Party Transactions
(I) Name and Relationship of Related Parties
The parties involved in transactions with the Company during the period covered by this
217
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
parent company only financial statement are as follows:
| Name of related party BEC Technologies Inc. Billion Sunpower Co., Ltd. Billion Watts Technologies Co., Ltd. Billion Energy Storage Technologies Inc. (Hong Kong) EG-Billion Co., Ltd. Chung-Ting Chen EG-Billion Electronics (Dongguan) Co., Ltd. |
Relations with the company |
|---|---|
Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary (Note) For the Chairman of the Board of Directors of the Company (management level) Associates (Note) |
Note: In August 2021, the Company disposed of the subsidiary (Hong Kong) EG-Billion Co., Ltd., so it also lost significant influence over EG-Billion Electronics (Dongguan) Co., Ltd.
(II)
Major transactions with related parties
- Operating revenue
The amount of the Company's major sales to related parties are listed below:
| Related Party Type /Name Subsidiary: BEC Technologies Inc. Billion Watts Technologies Co., Ltd. Miscellaneous |
2022 $ 186,171 48,539 739 |
2021 310,324 56,127 4 366,455 |
|---|---|---|
| $ 235,449 |
The price of goods sold to related parties is increased by cost depending on the item, and the payments are recovered about 3 to 4 months after the goods are shipped.
- Purchase
The purchase amount of the Company from related parties is as follows:
| Related Party Type /Name Associates: EG-Billion Electronics (Dongguan) Co.,Ltd. |
2022 $ - |
2021 70,792 |
|---|---|---|
Purchases are made on the basis of general market conditions, and the price and payment period are not materially different from those of other manufacturers.
In 2021, the Company's purchase goods valued at NT$ 70,792 from related parties was sold by Weicheng Electronic Technology Limited who purchased the goods from EGBillion Electronics (Dongguan) Co., Ltd., and Weicheng is not a related party of the Company.
218
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
- Receivables from related parties (excluding loans to related parties)
The Company's receivables from related parties are detailed as follows:
| Accounting subject Accounts receivable - related parties Accounts receivable - related parties Accounts receivable - related parties Other receivables - related parties Other receivables - related parties |
Related Party Type /Name Subsidiary: BEC Technologies Inc. Billion Watts Technologies Co., Ltd. Miscellaneous Subsidiary: Billion Energy Storage Technologies Inc. BEC Technologies Inc. |
2022.12.31 $ 17,798 - 6 23 81 |
2021.12.31 102,783 11,606 - 42 - |
|---|---|---|---|
| $ 17,908 |
114,431 |
The Company's outstanding receivables from related parties are not guaranteed. Accounts receivable from related parties as of December 31, 2022 and 2021 are assessed as not requiring recognition for impairment.
4. Payables to related parties
The Company's payables to related parties are detailed as follows:
| Accounting subject Other payables to related parties |
Related Party Type /Name Subsidiary: Billion Watts Technologies Co., Ltd. |
2022.12.31 $ 1,238 |
2021.12.31 |
|---|---|---|---|
| - | |||
The balances of outstanding payables to related parties are not guaranteed.
- Loans to related parties
The actual disbursements of the Company's capital loans to related parties are detailed
as follows:
| as follows: | ||
|---|---|---|
| Related Party Type /Name Subsidiary: Billion Energy Storage Technologies Inc. Accounting subject Related Party Type /Name Interest income Billion Energy Storage Technologies Inc. Billion Watts Technologies Co., Ltd. |
2022.12.31 $ 20,028 2022 $ 202 - |
2021.12.31 - |
2021 - 100 |
||
| $ 202 |
100 |
In 2022 and 2021, the Company provided unsecured loans due within one year to Billion Watts Technologies Co., Ltd. with interest rates of 2.0% and 2.1%, respectively. In 2022, the Company provided a one-year unsecured loan to Billion Energy Storage Technologies Inc., with an interest rate of 2.075%, which is similar to the market interest rate. These loans are expected to be recovered within one year, and there is no
219
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
expected credit loss after assessment.
- Endorsement/guarantee
| Related Party Type /Name Billion Sunpower Co., Ltd. Billion Energy Storage Technologies Inc. Billion Watts Technologies Co., Ltd. |
2022 $ 90,000 30,000 215,000 |
2021 190,000 12,600 128,500 331,100 |
|---|---|---|
| $ 335,000 |
- Other income
| Related Party Type /Name Client compensation income BEC Technologies Inc. Miscellaneous BEC Technologies Inc. |
2022 $ 1,852 3,881 |
2021 5,476 3,279 |
|---|---|---|
| $ 5,733 |
8,755 |
(III) Major management transactions
Compensation for major managers includes:
| Short-term employee benefits Post-employment benefits Share-based payment |
2022 $ 12,609 379 313 |
2021 11,556 359 409 12,324 |
|---|---|---|
| $ 13,301 |
VIII. Pledged Assets
The book value details of the assets pledged by the Company are as follows:
Pledge to secure the subject
| Pledge to secure the subject | ||
|---|---|---|
| Asset Name matter |
2022.12.31 $ 61,460 |
2021.12.31 671 |
| Financial assets at amortized cost - current Short-term loans Financial assets at amortized cost - non-current Repatriation of overseas capital and matters agreed in Note 9 (3) Property, plant, and equipment Long-term loans Property, plant, and equipment Long-term loans Property, plant, and equipment Long-term loans Investment property Long-term loans Investment property Long-term loans |
||
| $ 437,152 |
393,710 | |
| 167,341 | 172,829 | |
| $ 50,286 |
55,649 | |
| $ 7,518 |
81,569 | |
| $ 19,722 |
38,075 17,055 |
|
| $ 8,704 |
IX. Significant Contingent Liabilities and Unrecognized Contract Commitments
(I) Contingent liabilities:
2022.12.31 2021.12.31 Purchase of property, plant and equipment $ 9,600 24,035
As of December 31, 2022, the Company had issued promissory notes for USD 500 thousand
(II)
220
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
and NT$ 741,681 under a consolidated line of credit from financial institutions.
-
(III) The Company purchases on behalf of its customers, and all receivable for payment on behalf have been insured. Insurance receivable for NTD148,442 (USD5,330 thousand) with Cathay Century Products Insurance Company on February 22, 2017, for one year, The coverage is Protracted for debtors of the company in cases of Insolvency, Protracted Default and Political risks, in which the product insurance company will bear losses incurred by the company in a ratio of 90%. The maximum liability is USD10,000 thousand each. Cathay Century Products Insurance Company declined to pay the insurance proceeds on the grounds that the payments receivable on behalf of others were disputed and did not meet the policy claims requirements.
-
In addition, in order to mitigate the risk of accounts receivable and consider the benefits of fund utilization, the Company entered into accounts receivable purchase contracts with financial institutions and sold the accounts receivable to the financial institutions (CTBC Bank and Taishin International Bank) without recourse conditions. The amount of sale in 2017 was NT$ 435,776 (USD 14,370 thousand), and the payment advanced was NT$ 392,199 (USD 12,933 thousand). The Company appointed a lawyer from Tong-li Attorneysat-Law to assess that the content of the aforementioned accounts receivable purchase contracts. The content of the purchase contract is the terms common to the debt transfer contracts of general financial institutions. It is consistent to the normal content of assignment of debt in terms of the purchase price and accounts receivable, the transfer method and risk liability. However, there is still room for the definition and determination in commercial disputes of purchase contract; This is common in domestic financial cases, which will allow financial institutions to have a large space for interpretation and play. The Company has agreed with the financial institution that as of December 31, 2022, demand deposits of NT$12,168 and time deposits of NT$343,755 as agreed shall not be used, and promissory notes of USD13,556 thousand and NT$10,000 have been issued.
As above, all of the Company's above-mentioned claims have been insured or sold to financial institutions on a non-recourse basis, and the Company has continued to discuss with appointed lawyers to conduct relevant legal proceedings and litigation.
221
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
In addition, according to the contract, the Company has charged USD 4,459 thousand in livery to Potevio Co Ltd and Potevio International Company Limited (hereinafter referred to as "Potevio Group") for late payment to the Company. After sending several letters urging Potevio Group to delay the payment of the account for various reasons. In June 2018, the Company appointed a lawyer to initiate arbitration against the Potevio Group for breach of contract. However, the opposing party submitted a counter-arbitration request to the South China International Economic and Trade Arbitration Commission, requesting the Company to double the refund of the performance bond paid by Potevio Group amounting to USD 469 thousand. In July 2018, the lawyer appointed by the Company assessed that the Company had fulfilled the delivery obligation, and Potevio Group should pay the balance of the goods to the Company and assume the liability for breach of contract, and the Company has no obligation to return the advance payment (called "performance bond" by Potevio Group) to Potevio Group. In December 2022, the Company was notified by the South China International Economic and Trade Arbitration Commission that the award period would be extended to March 31, 2023.
In February 2023, the lawyer appointed by the Company has assessed that the Company has sufficient evidence and arguments based on the existing evidence, and the evidence submitted by the Potevio Group has insufficient relevance to this case. In the opinion of the Company's appointed lawyers, there is a greater likelihood of success in this case.
(IV) On April 24, 2019, the prosecution and investigation unit dispatched personnel to the Company to search and investigate the transactions between the Company with Potevio Co Ltd and Potevio International Company Limited. This case is still in the investigation stage so far. The Company has fully cooperated with the investigation request and provided relevant documents and information on the aforementioned transactions.
X. Major disaster losses: None.
XI. Major events after the reporting period
On March 14, 2023, the Board of Directors approved that in order to increase the working capital, repay bank borrowings, and meet the needs of the company's future diversification and operational planning, the Company intends to conduct a private placement of 15,000,000 shares in Sino-American Silicon Products Inc.
222
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
XII. Miscellaneous
(I) Employee benefits, depreciation and amortization expense functions are summarized as follows:
==> picture [449 x 246] intentionally omitted <==
----- Start of picture text -----
By Feature 2022 2021
Classified Classified Classified Classified
Total Total
By property as as as as
operating operating operating operating
costs expenses costs expenses
Employee benefit
expenses
Salary expenses 14,114 81,868 95,982 13,026 85,277 98,303
Labor health 1,337 7,998 9,335 1,177 8,137 9,314
insurance costs
Pension expenses 727 4,359 5,086 664 4,517 5,181
- -
Remuneration paid 7,527 7,527 5,054 5,054
to directors
Other employee 806 3,563 4,369 812 3,887 4,699
welfare expense
Depreciation expenses 14,030 7,051 21,081 13,106 6,468 19,574
Amortization expense - 507 507 - 655 655
----- End of picture text -----
Additional information on the number of employees and employee welfare expenses of the Company in 2022 and 2021 are as follows:
| Company in 2022 and 2021 are as follows: | ||
|---|---|---|
| Number of employees Number of directors who are not employees of the Company Average employee welfare expense Average employee salary expense Adjustment of average employee salary expense Supervisor's remuneration |
2022 122 |
2021 130 |
| 5 | 6 | |
| $ 981 |
991 | |
| $ 820 3.40% $ - |
793 | |
3.80% - |
XIII. Notes to Disclosures
(I) Information on Significant Transactions:
In 2022, the Company shall disclose the following information related to the major
transactions in accordance with the financial reporting standards of securities issuers:
223
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
1. Lending to Others:
Unit: Thousands NTD
==> picture [492 x 217] intentionally omitted <==
----- Start of picture text -----
Loan and Collateral Loan and
No. company Lending Borrower AccountsCurrent RelatedStatusParty maximum amountCurrent BalanceEnding DrawdownActual Interest Range Rate nature of funds transactionsAmount of business Short-term FinancingReason for Provision amountsfor loss Name Value individualfunds to limit of Capital loan and total limit
(Note 2) objects
0 Billion Electric Billion Energy Other Yes 25,000 25,000 20,000 2.075% 2 - Build - - 78,574 314,296
Co., Ltd. Storage receivables Energy (Note 3) (Note 3)
Technologies Storage
Inc. Cases
0 Billion Electric Billion Sunpower Other Yes 15,000 15,000 - - 2 - Operating - - 78,574 314,296
Co., Ltd. Co., Ltd. receivables turnover (Note 3) (Note 3)
0 Billion Electric Tai Chuang Other Yes 15,000 15,000 - - 2 - Build - - 78,574 314,296
Co., Ltd. Energy Co., Ltd. receivables Energy (Note 3) (Note 3)
Storage
Cases
0 Billion Electric Billion Watts Other Yes 28,000 - - - 2 - Operating - - 78,574 314,296
Co., Ltd. Technologies receivables turnover (Note 3) (Note 3)
Co., Ltd. such as
purchase of
materials,
etc.
1 BEC BEC Other Yes 18,438 18,438 11,063 - 2 - Repayment - - 25,147 50,293
Technologies International, receivables (Note 6) (Note 6) (Note 6) of bank (Note 4) (Note 4)
Inc. LLC loans
2 Billion Watts Shengda Energy Other Yes 5,000 5,000 - - 2 - Build - - 12,410 49,642
Technologies Storage Tech receivables Energy (Note 5) (Note 5)
Co., Ltd. Co., Ltd. Storage
Cases
----- End of picture text -----
-
Note 1. The remarks for the serial number column is as follows:
-
(1) For Issuer, write 0.
-
(2) The investees are numbered sequentially starting with Arabic numeral 1according to each entity.
Note 2.
-
For those who have business transactions.
-
Necessary for short-term financing.
-
Note 3. The limits prescribed by the Company's operating procedures for capital lending are as follows:
-
(1) The capital lending line for individual object shall be limited to no more than 5% of the net current value of Billion Electric Co., Ltd., which belongs to the owner of the Company.
-
(2) The total amount of foreign capital lending shall be limited to no more than 20% of the net current value of Billion Electric Co., Ltd., which belongs to the owner of the Company.
-
Note 4. The limits prescribed by BEC Technologies Inc.'s operating procedures for capital lending are as follows:
-
(1) The capital lending line for individual object shall be limited to no more than 10% of the net current value of BEC Technologies Inc., which belongs to the owner of the Company.
-
(2) The total amount of foreign capital lending shall be limited to no more than 20% of the net current value of BEC Technologies Inc., which belongs to the owner of the Company.
-
Note 5. The limits of capital loan and operation procedure stipulated by Billion Watts Technologies Co., Ltd. are as follows:
-
(1) The capital lending line for individual object shall be limited to no more than 5% of the net current value of Billion Watts Technologies Co., Ltd., which belongs to the owner of the Company.
-
(2) The total amount of foreign capital lending shall be limited to no more than 20% of the net current value of Billion Watts Technologies Co., Ltd., which belongs to the owner of the Company.
-
Note 6. BEC Technologies Inc., a subsidiary of the Company has lent a new capital to BEC International LLC, a second-tier subsidiary, in the amount of USD 600 thousand since January 2021. The actual amount spent was USD 360 thousand. The translation rate of USD to NTD at the end of the period was 1 : 30.73.
224
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
2. Endorsement/Guarantee Provided for Others:
Unit: Thousands NTD
| Unit: Thousands NTD | Unit: Thousands NTD | Unit: Thousands NTD | Unit: Thousands NTD | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Endorsement/Gua Subject of Endorsements/Guaran tees Endorsement/g uarantee limit Balance of maximum Final dt/ |
Atl | Indorsem ent |
Ratio of Accumulated Endorsement/ |
Endorsement/ t Endorsement/ guarantee by Endorsement/ guarantee by Guarantee Provided to |
|||||||||
| No. | rantee Provider Name |
Company Name Relation (Note 2) |
for a single business (Note 3) |
endorsement/gu arantee for the current period enorsemen guarantees balance |
cua Drawdown |
secured by property |
Guarantee to Net Equity per Latest Financial Statements |
guaranee up to a limit (Note 4) parent company for subsidiary |
subsidiary for parent company |
Subsidiaries in Mainland China |
|||
| 0 | Billion Electric Co., Ltd. |
Billion Sunpower Co., Ltd. 2 |
314,296 | 190,000 | 90,000 | 51,519 | - | 5.73 | 471,444 | Y | N | N | |
| 0 | Billion Electric Co., Ltd. |
Billion Energy Storage Technologie s Inc. 2 |
314,296 | 30,000 | 30,000 | 22,229 | - | 1.91 | 471,444 | Y | N | N | |
| 0 | Billion Electric Co., Ltd. |
Billion Watts Technologie s Co., Ltd. |
2 |
314,296 | 215,000 | 215,000 | 23,027 | - | 13.68 | 471,444 | Y | N | N |
-
Note 1. The remarks for the serial number column is as follows:
-
(1) For Issuer, write 0.
-
(2) The investees are numbered sequentially starting with Arabic numeral 1according to each entity.
-
-
Note 2. The relationship between the endorser and the object endorsed is as follows:
-
(1) A company that has business transactions with the Cleanaway.
-
(2) Companies in which the Company directly and indirectly holds more than 50% of the voting shares.
-
(3) Companies that directly or indirectly hold more than 50% of the voting shares of the Company.
-
(4) Intercompanies where the Company directly or indirectly holds more than 90% of the voting shares.
-
(5) Companies that are mutually guaranteed by the contract between peers or cocontractors based on the needs of the underwriting project.
-
(6) Companies to which all investing shareholders endorse a guarantee based on its shareholding ratio as a result of the joint investment relationship.
-
(7) Joint and several guarantees of performance bonds for pre-sale housing sales contracts with peers in the same industry in accordance with the regulations of the Consumer Protection Act.
-
-
Note 3. The amount of endorsement/guarantee for a single enterprise shall not exceed 20% of the current net value of the owner of the Company.
-
Note 4. The total amount of an endorsement/guarantee shall not exceed 30% of the current net value of the owner of the Company.
-
Status of marketable securities held at the end of the period (excluding interests of investment subsidiaries, associates and joint ventures):
Unit: Thousands NTD
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----- Start of picture text -----
End of period
Type and name of Relationship
Securities holder marketable with issuers of Journal Accounts Number of Carrying Shareholdin
Amount of Fair value Remarks
securities securities Shares Investment g ratio
Billion Electric Co., Ltd. Capital Money N/A Financial assets at 1,138 18,640 - % 18,640
Market Fund fair value through
profit or loss -
current
Billion Electric Co., Ltd. Allianz US Short N/A Financial assets at 285 2,939 - % 2,939
Duration High fair value through
Income Bond Fund profit or loss -
Type A current
(Cumulative)
Billion Electric Co., Ltd. NN (L) US Credit - Y N/A Financial assets at - 769 - % 769
Cap USD fair value through
profit or loss -
current
Billion Electric Co., Ltd. Hon Hai Precision N/A Financial assets at 33 3,297 - % 3,297
Industry Co., Ltd. fair value through
profit or loss -
----- End of picture text -----
225
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
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----- Start of picture text -----
End of period
Type and name of Relationship
Securities holder marketable with issuers of Journal Accounts Number of Carrying Shareholdin
Amount of Fair value Remarks
securities securities Shares Investment g ratio
current
Billion Electric Co., Ltd. Ennova N/A Financial assets at 550 3,797 18.33 % 3,797
Technologies, Inc. fair value through
other
comprehensive
income - non-
current
Billion Electric Co., Ltd. EcoLumina N/A Financial assets at 30 - 0.37 % -
Technologies, Inc. fair value through
other
comprehensive
income - non-
current
Billion Electric Co., Ltd. MicroLinks N/A Financial assets at 100 - 1.32 % -
Technology Corp. fair value through
other
comprehensive
income - non-
current
Billion Electric Co., Ltd. Dajian Internet N/A Financial assets at 300 - 10.00 % -
Technology Co., fair value through
Ltd. other
comprehensive
income - non-
current
Pacific Solar Limited Works Systems, N/A Financial assets at 867 - 3.94 % -
Inc. fair value through
other
comprehensive
income - non-
current
BEC Technologies Inc. Invesco QQQ Tr N/A Financial assets at - 2,512 - % 2,512
Unit Ser 1 fair value through
profit or loss -
current
BEC Technologies Inc. Berkshire N/A Financial assets at - 4,234 - % 4,234
Hathaway Inc fair value through
profit or loss -
current
----- End of picture text -----
-
Cumulative purchase or sale of the same securities amounting to NT$300 million or more than 20% of the paid-in capital: None.
-
The amount of real estate acquired is NT$300 million or more than 20% of the paid-in capital: None.
-
Disposal of real estate amounts to NT $300 million or more than 20% of the paid-in capital: None.
226
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
- The amount of imports and sales with related parties is NT$100 million or more than 20% of the paid-in capital:
Unit: Thousands NTD
| Supplier (Buyer) Company |
Name of Trading Partner |
Relation | Transa | Transa | ction Details | Circum reasons fo between transactio tran |
stances and r the difference the terms of n and ordinary sactions |
Notes an Receivab |
d Accounts le (Payable) |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Purchase/Sale Amount |
Proportion of total purchase (sales) |
Credit period |
Unit Price | Credit period | Balance | Proportion of total notes and accounts receivable (payable) |
||||
| Billion Electric Co., Ltd. |
BEC Technologies Inc. |
Subsidiaries of the Company |
Sales | 186,171 | 38.73% | Collect about 3 to 4 months after shipment |
- | - | 17,798 | 35.32% |
-
Amounts receivable from related parties amounting to NT$100 million or more than 20% of the paid-in capital: None.
-
Engaged in derivative transactions: None.
-
(II) Related Information on Investees:
Unit: Thousands NTD/thousands USD
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----- Start of picture text -----
Initial Investment Holdings at the End of Period Investment
Profit and loss gains and
Name of the
Investment Name of investee Location Main Business End of the End of Number of Carrying of the losses
Activities Current Previous Ratio Amount of investee in therecognized in Remarks
Company Shares
Period Year Investment current period the current
period
Billion Electric Co., BEC Technologies United Sales of ADSL- 69,257 69,257 2,294 91.76% 210,417 2,505 2,298
Ltd. Inc. States related products
Billion Electric Co., Billion Sunpower Taiwan Design, 100,000 100,000 10,000 100.00% 104,446 5,232 5,232
Ltd. Co., Ltd. manufacturing,
construction and
sales business of
solar power plants
Billion Electric Co., Billion Watts Taiwan Distribution 122,100 77,671 6,448 60.26% 143,155 33,795 18,093
Ltd. Technologies Co., services of solar
Ltd. power plant
equipment and
provision of power
plant maintenance
services
Billion Electric Co., Billion Energy Taiwan Energy storage 80,000 80,000 8,000 100.00% 71,567 (6,281) (6,281)
Ltd. Storage sales business
Technologies Inc.
Billion Electric Co., Billion Energy Taiwan Energy storage - 3,600 - - % - (2,241) (2,241) Note 1
Ltd. Storage sales business
Technologies Co.,
Ltd.
Billion Electric Co., Pacific Solar Limited Seychelles International - - 650 100.00% - - - Note 2
Ltd. investment
Billion Electric Co., VGwatt Energy Co., Taiwan Design, 26,025 - 1,041 51.00% 26,057 912 32
Ltd. Ltd. manufacturing,
construction and
sales business of
solar power plants
Billion Electric Co., Tai Chuang Energy Taiwan Energy storage 949 - 100 100.00% (1,397) (2,346) (2,346)
Ltd. Co., Ltd. sales business
Billion Electric Co., Xiajing Co., Ltd. Taiwan Renewable energy 27,000 - 2,700 5.24% 27,040 391 8 Note 3
Ltd. non-utility power
generation
equipment
business
BEC Technologies BEC International, United International 40,996 40,996 - 100.00% 56,900 3,856 3,856
Inc. LLC States investment
BEC International, Avantek Systems Singapore Cloud Software 8,300 - 100 74.99% 7,862 (568) (425)
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227
Notes to parent company only financial statement of Billion Electric Co., Ltd. (Con't)
| Name of the Investment Company |
Name of investee | Location | Main Business Activities |
Initial Investment | Initial Investment | Holdings at the En | Holdings at the En | d of Period | Profit and loss of the investee in the current period Investment gains and losses recognized in the current period |
Profit and loss of the investee in the current period Investment gains and losses recognized in the current period |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|
| End of the Current Period End of Previous Year |
Number of Shares |
Ratio |
Carrying Amount of Investment |
||||||||
| LLC Billion Watts Technologies Co., Ltd. Billion Watts Technologies Co., Ltd. |
PTE. LTD Shengda Energy Storage Tech Co., Ltd. Shengzhida Tech Co., Ltd. |
Taiwan Taiwan |
Hosting Services Energy storage sales business EMC software development design and sales |
(USD270) 2,000 - 5,100 - |
200 510 |
100.00% 51.00% |
1,838 5,066 |
(162) (67) |
(162) (34) |
||
| Billion Energy Storage Technologies Inc. |
Shengri Energy Storage Tech Co., Ltd. |
Taiwan | Energy storage sales business |
2,000 | - | 200 | 100.00% | 1,923 | (77) | (77) |
-
Note 1. The Company signed an equity transfer contract with Houju Energy Tech Co., Ltd. in September 2022, and the equity delivery date is October 2022.
-
Note 2. Pacific Solar Limited was incorporated in Seychelles in November 2020. As of December 31, 2022, no capital has been invested in the Company.
-
Note 3. It is an investee company evaluated by the equity method.
-
(III) Information on investment in Mainland China: None.
-
(IV) Main Shareholder Information:
| Information on investment in Mainland China: None. Main Shareholder Information: |
||
|---|---|---|
| Shares Name of Main Shareholder |
Number of shares held % |
|
| Chung-Ting Chen | 17,690,971 | 17.72% |
Note:
-
(1) The main shareholder information in this schedule is calculated by the depository company using the information of the shareholders holding 5% of more of the total number of ordinary shares and special shares of the Company that have completed the script-less registration and delivery (including treasury shares) on the last business day at the end of the quarter. The share capital recorded in the financial statements of the Company and the number of shares for which dematerialized registration and delivery has completed may differ as a result of the different prepartions of calculation bases.
-
(2) If the above information belongs to the shareholders handing over their holdings to the trust, it shall be disclosed by the individual branches of the principal whose trust account is opened by the trustee. For insider share declaration of shareholders holding more than 10% in accordance with the Securities Exchange Act, the shareholding includes the shareholding of the shareholder plus the shares that the shareholder has paid into the trust and has the right to use the trust property. For insider share declaration information, please refer to the MOPS.
XIV. Segment Information
For details, please refer to the consolidated financial statement for 2022.
228
Billion Electric Co., Ltd.
Schedules of Cash and Cash Equivalents
December 31, 2022
Unit: Thousands NTD
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----- Start of picture text -----
Item Description Amount
Cash Cash on hand $ 70
Bank deposits Checks and demand deposits 43,933
Foreign currency demand deposit USD 1,904
thousand 58,498
Currency exchange rate USD1=NT$30.73
Foreign currency demand deposit EUR 16
thousand 515
Currency exchange rate EUR1=NT$32.726
Foreign currency time deposits USD 1,500 thousand 46,095
USD1=NT$30.73
Total $ 149,111
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229
Billion Electric Co., Ltd.
Detailed statement of financial assets measured at cost after amortization
December 31, 2022
Unit: Thousands NTD
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----- Start of picture text -----
Item Description Amount
Restricted bank deposits Overseas funds remitted in accordance with the $ 81,199
Management, Utilization, and Taxation of Repatriated
Offshore Funds Act
Restricted bank deposits Restricted deposits agreed with financial institutions 355,923
Restricted bank deposits Pledged as application for financing line by financial 61,490
institutions
$ 498,612
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230
Billion Electric Co., Ltd.
Detailed statement of notes and accounts receivable
December 31, 2022
Unit: Thousands NTD
| Item Description Non-related parties: Client A Operating Client B 〃Client C 〃Client D 〃Client E 〃Client F 〃Client G 〃Others (Note) 〃Less: allowance for uncollectible accounts receivable 〃Total 〃Related parties: BEC Technologies Inc. Operating Billion Sunpower Co., Ltd. 〃Total Note: 5% of the balance of this account is not reached. |
Amount $ 5,845 5,233 5,337 2,104 4,894 1,941 2,126 5,105 (212) $ 32,373 $ 17,798 6 $ 17,804 |
|---|---|
231
Billion Electric Co., Ltd.
Inventory details
December 31, 2022
Unit: Thousands NTD
Item Raw materials Products in process Finished products Goods Subtotal Less: allowance for inventory valuation and obsolescence losses Net amount |
Amount | Amount | Amount |
|---|---|---|---|
Costs $ 116,214 6,228 43,195 4,700 |
Net realized value 96,104 6,626 56,274 - 159,004 |
||
| 96,104 6,626 56,274 - |
|||
| 170,337 (30,530) |
159,004 | ||
| $ 139,807 |
232
Billion Electric Co., Ltd.
Detailed statement of changes in investments using the equity method
December 31, 2022
Unit: Thousands NTD
| Name | Beginning balance | Beginning balance | Beginning balance | Amount | Increase in the current period |
Increase in the current period |
Increase in the current period |
Current Decrease Number of shares (thousands) Amount - - - - (10) (260) - - (360) (1,286) - - - - - - - - (1,546) |
Current Decrease Number of shares (thousands) Amount - - - - (10) (260) - - (360) (1,286) - - - - - - - - (1,546) |
Profit (loss) on investments Amount |
Conversion adjustments Amount |
Conversion adjustments Amount |
Realized (unrealized) gross profit from sales Amount |
Realized (unrealized) gross profit from sales Amount |
Others | Ending Balance | Ending Balance | Ending Balance | Amount Provisions of guarantee or pledge 210,417 N/A 104,446 N/A 143,155 N/A 71,567 N/A - N/A - N/A (1,397) N/A 26,057 N/A 27,040 N/A 581,285 |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Note 1) | ||||||||||||||||||||
Number of shares (thousands) 2,294 10,000 4,742 8,000 360 650 - - - |
% 91.76% $ 100.00% 66.49% 100.00% 100.00% 100.00% - - - $ |
Number of shares (thousands) - - 1,716 - - - 100 1,041 2,700 |
Amount |
Number of shares (thousands) |
Amount |
Number of shares (thousands) |
% 91.76% 100.00% 60.26% 100.00% - % 100.00% 100.00% 51.00% 5.24% |
|||||||||||||
| Non-TWSE/TPEx-listed companies BEC Technologies Inc. Billion Sunpower Co., Ltd. Billion Watts Technologies Co., Ltd. Billion Energy Storage Technologies Inc. Billion Energy Storage Technologies Co., Ltd. Pacific Solar Limited Tai Chuang Energy Co., Ltd. VGwatt Energy Co., Ltd. Xiajing Co., Ltd. |
187,861 103,183 85,040 78,193 3,527 - - - - |
- - 44,619 - - - 949 26,025 27,000 |
- - (10) - (360) - - - - |
2,298 5,232 18,093 (6,281) (2,241) - (2,346) 32 8 14,795 |
22,848 - - - - - - - - |
(2,590) 133 (1,677) (498) - - - - - |
- (4,102) (2,660) 153 - - - - 32 (6,577) |
2,294 10,000 6,448 8,000 - 650 100 1,041 2,700 |
||||||||||||
| $ | 457,804 | 98,593 | (1,546) | 22,848 | (4,632) |
Note 1: Receipt of cash dividends (NT$ 9,316) and adjustment of other equity net value by NT$ 2,739.
233
Billion Electric Co., Ltd.
Detailed statement of short-term loans
December 31, 2022
Unit: Thousands NTD
| Type of loan Remarks Guaranteed Taiwan loan Cooperative Bank Guaranteed Shanghai loan Commercial Bank Guaranteed Shanghai loan Commercial Bank Guaranteed Taiwan Shin loan Kong Commercial Bank Co., Ltd. Guaranteed Taiwan Shin loan Kong Commercial Bank Co., Ltd. |
Ending Balance $ 95,000 38,000 30,000 27,000 27,000 $ 217,000 |
Term of the contract 2022.10.27-2023.10.2 7 2022.07.21-2023.07.0 4 2022.08.19-2023.07.0 4 2022.12.26-2023.02.0 3 2022.12.28-2023.02.0 3 |
Interest Rate Range |
|
|---|---|---|---|---|
1.801% 1.925% 1.925% 1.780% 1.780% |
234
Billion Electric Co., Ltd.
Detailed statement of long-term loans
December 31, 2022
Unit: Thousands NTD
| Type of loan Remarks Unsecured loan Shanghai Commercial Bank Guaranteed loan Bank SinoPac Co., Ltd. Inventory installments Chailease Finance Co., Ltd. |
Ending Balance $ 22,000 895 57,229 $ 80,124 |
Term of the contract 2022.08.12-2029.08.12 2021.09.24-2029.09.22 2022.07.15-2025.07.15 |
Interest Rate Range |
Financing Limit 22,000 938 70,000 92,938 |
Pledge or guarantee |
|
|---|---|---|---|---|---|---|
2.18% 2.21% 3.95% |
N/A Property Performance bond |
|||||
235
Billion Electric Co., Ltd.
Detailed statement of accounts payable
December 31, 2022
Unit: Thousands NTD
| Item Description Non-related parties: Company A Payment for goods Company B 〞Company C 〞Company D 〞Others (Note) 〞Total Note: 5% of the balance of this account is not reached. |
Amount $ 6,566 4,853 3,321 2,868 14,728 $ 32,336 |
|---|---|
236
Billion Electric Co., Ltd.
Detailed statement of operating income
January 1 to December 31, 2022
Unit: Thousands NTD
| Item LTE Power supply unit Renewable energy equipment ADSL LED Driver Income from electricity fees of solar power plant Energy Storage Miscellaneous Minus: Return of sales Sale discount |
Quantity (in thousands of KW) 44 503 2 10 57 1,992 - 542 |
Amount |
|---|---|---|
| $ 216,706 125,141 9,312 28,380 17,727 16,176 58,792 8,777 (258) (7) |
||
| $ 480,746 |
237
Billion Electric Co., Ltd.
Detailed statement of operating costs
January 1 to December 31, 2022
Unit: Thousands NTD
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----- Start of picture text -----
Item Amount
Beginning amount of goods $ 11,957
Plus: purchase in the current period 45,027
Minus: ending amount of goods (4,700)
Cost of purchase and sales 52,284
Beginning amount of raw materials 82,911
Plus: materials purchased in the current period 139,416
Raw material inventory profit 46
Minus: ending amount of raw materials (116,214)
Transfer expense (607)
Scrapped in the current period (35)
Raw materials consumed in the current period 105,517
Direct labor 8,574
Production overheads 21,427
Total cost of manufacturing 135,518
Plus: beginning amount of work-in-progress 12,737
Minus: ending amount of work-in-progress (6,228)
Cost of finished product 142,027
Plus: beginning amount of finished products 70,178
Purchase in the current period 143,345
Finished product inventory profit 1
Minus: ending amount of finished products (43,195)
Transfer expense (2,475)
Scrapped in the current period (54)
Cost of sales of self-made products 309,827
Total cost of sales 362,111
loss on valuation of inventories and bad debts 17,486
Inventory profit (47)
Miscellaneous 415
Other operating costs 8,836
Total operating cost $ 388,801
----- End of picture text -----
238
Billion Electric Co., Ltd.
Detailed statement of operating expenses
January 1 to December 31, 2022
Unit: Thousands NTD
Item Salaries and bonuses Advertising expense Labor expense Insurance expense Depreciation Commission expense Export expenses Others (Note) Total |
Sales expenses Administrative expenses Research and development expenses $ 13,311 24,124 51,960 3,205 67 - 1,211 6,854 3,672 1,285 2,519 4,914 817 2,340 3,894 4,620 - - 7,273 - - 8,257 9,449 12,374 $ 39,979 45,353 76,814 |
Sales expenses Administrative expenses Research and development expenses $ 13,311 24,124 51,960 3,205 67 - 1,211 6,854 3,672 1,285 2,519 4,914 817 2,340 3,894 4,620 - - 7,273 - - 8,257 9,449 12,374 $ 39,979 45,353 76,814 |
Sales expenses Administrative expenses Research and development expenses $ 13,311 24,124 51,960 3,205 67 - 1,211 6,854 3,672 1,285 2,519 4,914 817 2,340 3,894 4,620 - - 7,273 - - 8,257 9,449 12,374 $ 39,979 45,353 76,814 |
|---|---|---|---|
- - - |
51,960 3,672 4,914 3,894 12,374 |
||
| 76,814 |
Note: Each item does not exceed 5% of the balance of this account.
239
240
Statements
The Company's Consolidated Financial Statements for the Financial Year of 2022 (commencing from January 1, 2022 to December 31, 2022), which companies to be disclosed under the Consolidated Financial Statements of Affiliates in accordance with the “Standards for the Preparation of Business Report, Consolidated Financial Statements and Relationship Reports of Affiliates Enterprises”, are the same as the companies to be disclosed under the Consolidated Financial Statements of the Parent Company and the Subsidiaries in accordance with International Financial Reporting Standard 27, approved and ratified by the Financial Supervisory Commission. Further, the information which shall be disclosed in the Consolidated Financial Statements of Affiliates has been disclosed in the aforementioned Consolidated Financial Statements of the Parent Company and the Subsidiaries, hence the Consolidated Financial Statements of Affiliates will not be prepared separately.
It is hereby declared.
Company name: Billion Electric Co. Ltd. Chairman: Zhong-Ting Chen Date: March 14, 2023
241
Independent Auditors ’ Report
To: Board of Directors of Billion Electric Co., Ltd. For general public information:
Audit opinions
The Consolidated Balance Sheets of Billion Electric Co., Ltd. and its Subsidiaries (the Billion Group) as of December 31, 2022, and the Consolidated Statement of comprehensive income, Consolidated Statement of Changes in Equity, Consolidated Cash Flow Statement, and the Notes to the Consolidated Financial Statements (including the Summary of significant accounting policies) for the period from January 1 to December 31, 2022 have been completely audited by the Certified Public Accountant.
In our opinion, based on our audits and the reports of other auditors as described in the Other Matter section of our report, the Consolidated Financial Statements were prepared in all material aspects in accordance with the Standards for the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards and the International Accounting Standards, Interpretation and Standing Interpretations, approved and ratified by the Financial Supervisory Commission, which are sufficient to present the consolidated financial position of the Billion Group as at 31 December 2022 and the consolidated financial results and consolidated cash flows for the periods from 1 January to 31 December 2022.
Basis of Audit Opinions
We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards. Our responsibilities under the aforementioned standards are further described in the Auditors' Responsibilities Section of this Audited Consolidated Financial Statements and Reports. The personnel from our Certified Public Accountant Firm who are subject to the independence norms have maintained their superior independence from the Billion Group in accordance with the ethical norms of the profession of Certified Public Accountant and have fulfilled the other responsibilities under the norms. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Other Matters
The 2021 consolidated financial report of the Billion Group was audited by other auditors, and an unqualified opinion and report of other matters were issued on March 28, 2022.
Financial statements of certain subsidiaries that are included in the Billion Group's 2022 consolidated financial statements are not audited by us, but by other auditors. Therefore, our opinions on these consolidated financial statements that is related to the financial statements of the said subsidiaries are based on audit report issued by other auditors. The total assets of the said subsidiaries amounted to NT$83,286 thousand as of December 31, 2022, accounting for 2.52% of the total consolidated assets; the total net revenue amounted to NT$8,510 thousand for the period from December 1 to December 31, 2022, accounting for 0.70% of the total consolidated net revenue.
An unqualified audit report and report for other matters have been issued by us and other auditors on the parent company only financial statements for the years 2022 and 2021 prepared by Billion Electric Co., Ltd., and is on file for reference.
242
Key Audit Matters
The key audit matters refer to the most important matters regarding the audit of the Consolidated Financial Statements of the Billion Group for the year of 2022 according to our professional judgment. These matters have been addressed in the context of our audit of the Consolidated Financial Statements as a whole, and in forming our audit opinion. As such, we do not express a separate opinion on these matters. The key audit matters of the Consolidated Financial Statements of Billion Group for the year of 2022 are as follows:
Authenticity of recognition of sales revenue from top ten new customer
For the accounting policies regarding the recognition of sales revenue, please refer to Note 4 (16) -- Income Recognition of the Consolidated Financial Statements; for disclosure of relevant information about sales revenue, please refer to Note 6 (26) -- Revenue from Contracts with Customers of the Consolidated Financial Statements.
Explanation of Key Audit Matters:
The principal source of income of Billion Group is income from sales of products. A portion of the income is derived from primary customers added in the current year, which has a significant impact on the overall financial statement and its main risk is whether the income actually occurs. Thus, we prioritize sales revenue in the audit of the financial statements.
How the matter was addressed in our audit:
-
Understand the aforementioned internal control of sales revenue for sales customers and evaluate and test the effectiveness of its design and execution.
-
Obtain the aforementioned list of sales customers and assess whether the relevant background, transaction amount and credit limit are reasonable for the size of the company.
-
Take a copy of sales invoice of the above sales customer as reference and select an appropriate sample, verify the external shipping documents, investigate the recipient, receivable condition and transaction condition, whether there are no significant abnormalities, to ensure the authenticity of the sales revenue.
-
The details of the income after the accounting period shall be checked for significant depreciation to confirm whether there are any significant abnormalities in revenue recognition.
Responsibility of the Management and the Governing Body for the Consolidated Financial Statements
The responsibility of Management is to prepare the Consolidated Financial Statements in accordance with the Financial Reporting Standards for Securities Issuers, and the International Financial Reporting Standards, International Accounting Standards, Interpretations and Standing Interpretations, as approved and ratified by the Financial Supervisory Commission, and to maintain necessary internal control in connection with the preparation of the Consolidated Financial Statements, to ensure that the Consolidated Financial Statements are free from material misrepresentation due to fraud or error.
During the preparation of the Consolidated Financial Statements, the Management has the responsibilities to assess the ability of Billion Group to continue operation, disclosing relevant matters and adopting a going concern basis of accounting, unless the Management intends to liquidate Billion Group or cease operations, or there is no practicable alternative save for liquidation or cease operation.
The governance bodies (including the Audit Committee) of the Billion Group are responsible in overseeing the process of the financial reporting.
243
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
The purpose of our audit on the Consolidated Financial Statements is to obtain a reasonable assurance as to whether the Consolidated Financial Statements as a whole contain material misstatement resulted from fraud or error, and to provide an audit report. Reasonable assurance is high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted accounting standards (GAAP) will always detect a material misstatement when it exists. Misstatements could be resulted from fraud or error. The misstated amounts are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of the users of this Consolidated Financial Statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We have also executed the following tasks:
-
Identify and evaluate the risk of material misstatements due to fraud or error in the Consolidated Financial Statements; design and carry out appropriate countermeasures for the evaluated risks; obtain sufficient and appropriate audit evidence to provide a basis for our audit opinion. The risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain the necessary understanding of the internal controls relevant to the audit to design appropriate audit procedures under the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal controls of the Billion Group.
-
Evaluate the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and related disclosures made by management.
-
On the basis of the verified evidence obtained, it is concluded whether there is significant uncertainty as to the appropriateness of adopting a continuing operating accounting basis for management and the events or circumstances that may cause material doubt as to the ability of Billion Group to continue operating. If we reckon that material uncertainties exist in the events or conditions, we are obliged to include in our audit report, a reminder that draws the attention of users of the Consolidated Financial Statements to relevant disclosures contained therein, or to modify our audit opinion when such disclosures are considered
’
inappropriate. Our conclusions are based on the audit evidence obtained up to the date of our auditor s report. However, future events or circumstances may cause Billion Group to no longer be able to continue operating.
-
Evaluate the overall presentation, structure and content of the Consolidated Financial Statements (including relevant notes), and its fair representation of the underlying transactions and events.
-
Obtain sufficient and appropriate verification evidence of the financial information of the group's constituent entities to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the audit and the preparation of an audit opinion on the Billion Group.
We communicate with the governing body regarding, among other matters, the planned scope and timing of the audit and significant audit findings (including any significant deficiencies in internal control that we identified during our audit).
We also provide the governing body with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
244
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of Billion Group for the year 2022. We describe these matters in our auditor ’ s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
KPMG
CPAs:
Competent authority : Taiwan Financial Certificate (6) No. approval number 0930106739 Jin-Guan-Zheng-Shen-Zi No. 1040003949 March 14, 2023
245
Billion Electric Co. Ltd. and Subsidiaries Consolidated Balance Sheets December 31, 2022 and 2021
Unit: Thousands NTD
| December 31, | 2022 | December 31, | 2021 | 2021 | December 31, | 2022 | 2022 | 2022 | December 31, | 2021 | 2021 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Assets | Amount | % | Amount | % | Liabilities and equity | Amount | % | Amount | % | ||||||||
| Current assets: | Current liabilities: | ||||||||||||||||
| 1100 | Cash and cash equivalents (Note 6(1)) | $ | 578,738 | 18 | 618,117 | 24 | 2100 | Short-term borrowings (Note 6(17)) | $ | 262,619 | 8 | 327,360 | 13 | ||||
| 1110 | Financial assets at fair value through profit or loss - current (Note 6(2)) | 32,391 | 1 | 102,330 | 4 | 2130 | Contract liabilities - current (Note 6(26)) | 538,209 | 16 | 169,133 | 7 | ||||||
| 1136 | Financial assets at amortized cost - current (Note 6(4)) | 79,559 | 2 | 18,006 | 1 | 2110 | Short-term promissory notes payable (Note 6(16)) | 6,176 | - | - | - | ||||||
| 1140 | Contract assets - current (Note 6(26)) | 7,576 | - | - | - | 2150 | Notes payable | 1,166 | - | 72 | - | ||||||
| 1151 | Notes receivable (Notes 6(5) and (26)) | 7,601 | - | 4,239 | - | 2170 | Accounts payable (Note 7) | 89,755 | 3 | 207,570 | 8 | ||||||
| 1170 | Net accounts receivable (Notes 6(5) and (26)) | 137,234 | 4 | 154,162 | 6 | 2200 | Other payables (Note 6(21)) | 88,097 | 3 | 81,218 | 3 | ||||||
| 1200 | Other receivables (Note 6(6)) | 13,618 | - | 11,347 | - | 2230 | Income tax liabilities for the current period (Note 6(22)) | 17,036 | 1 | 24,493 | 1 | ||||||
| 1220 | Income tax assets for the current period (Note 6(22)) | 160 | - | 379 | - | 2250 | Provision for liabilities - current (Note 6(20)) | 9,585 | - | 9,426 | 1 | ||||||
| 130X | Inventories (Note 6(7)) | 326,343 | 10 | 401,471 | 16 | 2280 | Lease liabilities - current (Note 6(19)) | 18,186 | 1 | 6,955 | - | ||||||
| 1470 | Other current assets (Note 6(15)) | 57,332 | 2 | 33,801 | 1 | 2320 | Long-term borrowings due within one year (Note 6(18)) | 30,152 | 1 | 8,841 | - | ||||||
| 1482 | Contract performance costs - current (Note 6(26)) | 382,897 | 12 | 16,818 | 1 | 2300 | Other current liabilities | 10,917 | - | 4,614 | - | ||||||
| Total current assets | 1,623,449 | 49 | 1,360,670 | 53 | Total current liabilities | 1,071,898 | 33 | 839,682 | 33 | ||||||||
| Non-current assets | Non-current liabilities: | ||||||||||||||||
| 1517 | Financial assets at fair value through other comprehensive income - non- | 3,797 | - | 3,797 | - | 2540 | Long-term borrowings (Note 6(18)) | 86,175 | 2 | 78,356 | 3 | ||||||
| current (Note 6(3)) | 2570 | Deferred income tax liabilities (Note 6(22)) | 30,532 | 1 | 28,246 | 1 | |||||||||||
| 1535 | Financial assets at amortized cost - non-current (Note 6(4)) | 439,902 | 13 | 463,265 | 18 | 2580 | Lease liabilities - non-current (Note 6(19)) | 376,607 | 11 | 59,943 | 2 | ||||||
| 1550 | Investments using the equity method (Note 6(8)) | 27,040 | 1 | - | - | 2640 | Net defined benefit liabilities - non-current (Note 6(21)) | 16,640 | 1 | 21,821 | 1 | ||||||
| 1600 | Property, plant and equipment (Note 6(12)) | 706,814 | 22 | 578,560 | 22 | 2645 | Guarantee deposits received | 707 | - | 734 | - | ||||||
| 1755 | Right-of-use assets (Note 6(13)) | 392,999 | 12 | 67,059 | 3 | Total non-current liabilities | 510,661 | 15 | 189,100 | 7 | |||||||
| 1760 | Investment property (Note 6(14)) | 60,680 | 2 | 61,009 | 2 | Total liabilities | 1,582,559 | 48 | 1,028,782 | 40 | |||||||
| 1780 | Intangible assets | 6,177 | - | 636 | - | Equity (Note 6(23)): | |||||||||||
| 1840 | Deferred income tax assets (Note 6(22)) | 14,932 | - | 16,292 | 1 | 3110 | Ordinary shares capital | 996,973 | 30 | 988,563 | 38 | ||||||
| 1900 | Other non-current assets (Note 6(15)) | 30,651 | 1 | 35,733 | 1 | 3140 | Advance receipts for ordinary shares | 1,205 | - | - | - | ||||||
| Total non-current assets | 1,682,992 | 51 | 1,226,351 | 47 | 998,178 | 30 | 988,563 | 38 | |||||||||
| 3200 | Capital surplus | 308,439 | 9 | 301,289 | 12 | ||||||||||||
| Retained earnings: | |||||||||||||||||
| 3310 | Legal surplus reserve | 215,979 | 7 | 213,373 | 8 | ||||||||||||
| 3320 | Special surplus reserves | 75,152 | 2 | 55,830 | 2 | ||||||||||||
| 3350 | Unappropriated earnings | 47,216 | 1 | 26,057 | 1 | ||||||||||||
| 338,347 | 10 | 295,260 | 11 | ||||||||||||||
| Other equity: | |||||||||||||||||
| 3410 | Exchange differences on translating the financial statements of foreign | (6,080) | - | (24,358) | (1) | ||||||||||||
| operations | |||||||||||||||||
| 3420 | unrealized gain or loss on financial assets measured at fair value through | (41,492) | (1) | (41,492) | (1) | ||||||||||||
| other comprehensive income | |||||||||||||||||
| 3500 | Treasury shares | (25,913) | (1) | (23,017) | (1) | ||||||||||||
| Total equity attributable to owners of the Company | 1,571,479 | 47 | 1,496,245 | 58 | |||||||||||||
| Total assets | $ | 3,306,441 | 100 | 2,587,021 | 100 | 36XX | Non-controlling interest | 152,403 | 5 | 61,994 | 2 | ||||||
| Total equity | 1,723,882 | 52 | 1,558,239 | 60 | |||||||||||||
| Total liabilities and equity | $ | 3,306,441 | 100 | 2,587,021 | 100 |
Chairman: Zhong-Ting Chen
(Please refer to the notes attached to this consolidated financial statement.) Manager: Hong-Zheng Chen Accounting Supervisor: Ying-Hui Su
246
Billion Electric Co. Ltd. and Subsidiaries
Consolidated Statements of Comprehensive Income
January 1 to December 31, 2022 and 2021
Unit: Thousands NTD
| 4000 Operating income (Notes 6(26) and 7) 5000 Operating cost (Notes 6(7), (12), (13), (21) and 7) Operating gross profit Operating expenses (Notes 6(12), (13), (19), (21), (24) and (27)) 6100 Sales expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Expected credit impairment loss (reversal gain) Total operating expenses Net amount of other income and expenses (Note 6(28)) 6500 Net amount of other income and expenses Net operating profit Non-operating income and expenses (Notes 6(14) and (29)) 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Financial costs 7060 Share of profit or loss of subsidiaries and associates recognized under equity method Total non-operating income and expenses 7900 Net profit before tax 7951 Less: Income tax expense (Note 6(22)) 8200 Net profit for the year 8300 Other comprehensive income (Note 6(22) and (23)): 8310 Items that will not be reclassified to profit or loss 8311 Remeasurement of defined benefit plan 8349 Less: Income tax related to non-reclassified items Total of items that will not be reclassified to profit or loss 8360 Items that may be subsequently reclassified to profit or loss 8361 Exchange differences on translating the financial statements of foreign operations 8370 Share of other comprehensive income of associates recognized under equity method 8399 Less: Income tax related to items that may be reclassified to profit or loss Total of items that may be subsequently reclassified to profit or loss 8300 Other comprehensive income for the year 8500 Total comprehensive income for the year Net profit attributable to: Owners of the parent company Non-controlling interest Total comprehensive income attributable to: Owners of the parent company Non-controlling interest Earnings per share (NTD) (Note 6(25)) 9750 Basic earnings per share 9850 Diluted earnings per share |
2022 Amount % $ 1,211,418 100 914,214 75 |
2021 Amount % 1,048,947 100 726,881 70 |
|
|---|---|---|---|
| 297,204 25 |
322,066 30 |
||
| 78,754 7 141,463 12 86,540 7 1,425 - |
80,922 8 147,155 14 92,872 9 (4,336) (1) |
||
| 308,182 26 |
316,613 30 |
||
| 16,739 1 |
132 - |
||
| 5,761 - |
5,585 - |
||
| 7,416 1 14,994 1 48,451 4 (9,961) (1) 8 - |
5,948 1 24,182 2 46,727 5 (6,977) (1) (507) - |
||
| 60,908 5 |
69,373 7 |
||
| 66,669 5 15,803 1 |
74,958 7 39,434 4 |
||
| 50,866 4 |
35,524 3 |
||
| 3,978 - 796 - |
1,613 - 323 - |
||
| 3,182 - |
1,290 - |
||
| 24,895 2 - - 4,570 - |
41,339 4 1,112 - 8,115 - |
||
| 20,325 2 |
34,336 4 |
||
| 23,507 2 |
35,626 4 |
||
| $ 74,373 6 |
71,150 7 |
||
| $ 39,905 3 10,961 1 |
27,004 2 8,520 1 |
||
| $ 50,866 4 |
35,524 3 |
||
| $ 61,365 5 13,008 1 |
62,899 6 8,251 1 |
||
| $ 74,373 6 |
71,150 7 |
||
| $ 0.41 |
0.28 0.27 |
||
| $ 0.40 |
(Please refer to the notes attached to this consolidated financial statement.)
Chairman: Zhong-Ting Chen Manager: Hong-Zheng Chen
Accounting Supervisor: Ying-Hui Su
247
Billion Electric Co. Ltd. and Subsidiaries Consolidated Statements of Changes in Equity January 1 to December 31, 2022 and 2021
Unit: Thousands NTD
| Balance as of January 1, 2021 Net profit for the year Other comprehensive income for the year Total comprehensive income for the year Earnings appropriation and distribution: Provision of legal reserve Provision of special surplus reserve Repurchase of treasury shares Changes in ownership interests in subsidiaries Share-based payment Non-controlling interests Balance as of December 31, 2021 Net profit for the year Other comprehensive income for the year Total comprehensive income for the year Earnings appropriation and distribution: Provision of legal reserve Provision of special surplus reserve Share of changes in associates and joint ventures recognized under equity method Repurchase of treasury shares Difference between actual acquisition or disposal of equity interest in a subsidiary and its carrying value Changes in ownership interests in subsidiaries Share-based payment Non-controlling interest Balance as of December 31, 2022 |
Equity attributable to owners of theparent company | Equity attributable to owners of theparent company | Equity attributable to owners of theparent company | Equity attributable to owners of theparent company | Equity attributable to owners of theparent company | Equity attributable to owners of theparent company | Non- controlling interest |
Total equity 1,483,020 35,524 35,626 |
Total equity 1,483,020 35,524 35,626 |
Total equity 1,483,020 35,524 35,626 |
Total equity 1,483,020 35,524 35,626 |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Capital surplus |
Legal surplus reserve |
Retained | earnings | Total | Other equity items | Treasury shares (2,145) |
Total equity attributabl e to owners of the Company 1,451,040 |
||||||||||
| Exchange differences on translating the financial statements of foreign operations (58,963) |
Unrealized gain (loss) on financial assets measured at fair value through other comprehensive income (41,492) |
|||||||||||||||||
Ordinary shares capital $ 988,563 |
Advance receipts for ordinary shares |
Special surplus reserves 51,407 |
Unappropria ted earnings |
|||||||||||||||
| - | 295,873 |
212,882 | 4,915 |
269,204 | 31,980 8,520 (269) 8,251 - - - 21,948 1,727 (1,912) 61,994 |
|||||||||||||
| - - |
- - |
- - |
- - |
- - |
27,004 1,290 |
27,004 1,290 |
- 34,605 |
- - |
- - |
27,004 35,895 |
||||||||
| - | - | - | - | - | 28,294 | 28,294 | 34,605 | - | - | 62,899 | 71,150 | |||||||
| - - - - - - |
- - - - - - |
- - - - 5,416 - |
491 - - - - - |
- 4,423 - - - - |
(491) (4,423) - (2,238) - - |
- - - (2,238) - - |
- - - - - - |
- - - - - - |
- - (39,169) - 18,297 - |
- - (39,169) (2,238) 23,713 - |
- - (39,169) 19,710 25,440 (1,912) |
|||||||
| 988,563 | - | 301,289 | 213,373 | 55,830 | 26,057 | 295,260 | (24,358) | (41,492) | (23,017) | 1,496,245 39,905 21,460 61,365 - - 32 (3,181) 47 2,223 14,748 - 1,571,479 |
1,558,239 50,866 23,507 74,373 - - 32 (3,181) 260 50,948 16,149 27,062 1,723,882 |
|||||||
| - - |
- - |
- - |
- - |
- - |
39,905 3,182 |
39,905 3,182 |
- 18,278 |
- - |
- - |
10,961 2,047 |
50,866 23,507 |
|||||||
| - | - | - | - | - | 43,087 | 43,087 | 18,278 | - | - | 13,008 | 74,373 | |||||||
| - - - - - - 8,410 - |
- - - - - - 1,205 - |
- - 32 - 47 2,223 4,848 - |
2,606 - - - - - - - |
- 19,322 - - - - - - |
(2,606) (19,322) - - - - - - |
- - - - - - - - |
- - - - - - - - |
- - - - - - - - |
- - - (3,181) - - 285 - (25,913) |
- - - - 213 48,725 1,401 27,062 |
- - 32 (3,181) 260 50,948 16,149 27,062 1,723,882 |
32 (3,181) 260 50,948 16,149 27,062 |
||||||
| $ 996,973 |
1,205 | 308,439 | 215,979 | 75,152 | 47,216 | 338,347 | (6,080) | (41,492) | 152,403 |
(Please refer to the notes attached to this consolidated financial statement.)
Chairman: Zhong-Ting Chen
Manager: Hong-Zheng Chen
Accounting Supervisor: Ying-Hui Su
248
Billion Electric Co. Ltd. and Subsidiaries
Consolidated Statements of Cash Flows
January 1 to December 31, 2022 and 2021
Unit: Thousands NTD
| 2022 2021 Cash flows from operating activities: Net profit before tax for the year $ 66,669 74,958 Adjustments: Adjustments to reconcile profit and loss Depreciation expenses 40,261 31,378 Amortization expenses 1,132 959 Expected credit impairment loss (reversal gain) 1,425 (4,336) Net loss (gain) on financial assets and liabilities measured at fair value through profit or loss 20,172 (2,632) Interest expenses 9,961 6,977 Interest income (7,416) (5,948) Dividend income (2,375) (2,319) Remuneration cost for share-based payment (12,673) 16,529 Property, plant, and equipment transferred to expenses 75 - Share of (profit) loss of subsidiaries and associates recognized under equity method (8) 507 Gains from disposal of property, plant and equipment (16,895) (132) Net profit from disposal of investment (22,166) (63,404) Loss from modification of lease contracts 156 - unrealized gain on foreign currency exchange (6,327) (2,246) Total adjustments to reconcile profit and loss 5,322 (24,667) Net changes related to operating assets/liabilities: Financial assets at fair value through profit or loss 51,196 (25,783) Contract assets (7,576) - Notes receivable (3,362) 19,912 Accounts receivable 23,731 (59,595) Other receivables (5,971) (91) Inventories 103,209 (135,976) Other current assets (19,751) (23,892) Contract performance costs (366,079) (14,602) Contract liabilities - current 360,196 142,239 Notes payable 1,094 (52) Accounts payables (121,182) 116,529 Accounts payables - related parties - (11,732) Other payables 8,317 3,179 Other current liabilities 6,272 (9,842) Net defined benefit liabilities (1,203) 33 Adjustments: 34,213 (24,340) (Please refer to the notes attached to this consolidated financial statement.) Chairman: Zhong-Ting Chen Manager: Hong-Zheng Chen Accounting Supervisor: Ying-Hui Su |
2022 $ 66,669 |
2021 |
|---|---|---|
| 74,958 | ||
| 40,261 1,132 1,425 20,172 9,961 (7,416) (2,375) (12,673) 75 (8) (16,895) (22,166) 156 (6,327) |
31,378 959 (4,336) (2,632) 6,977 (5,948) (2,319) 16,529 - 507 (132) (63,404) - (2,246) |
|
| 5,322 | (24,667) | |
| 51,196 (7,576) (3,362) 23,731 (5,971) 103,209 (19,751) (366,079) 360,196 1,094 (121,182) - 8,317 6,272 (1,203) |
(25,783) - 19,912 (59,595) (91) (135,976) (23,892) (14,602) 142,239 (52) 116,529 (11,732) 3,179 (9,842) 33 |
|
| 34,213 | (24,340) |
249
Billion Electric Co. Ltd. and Subsidiaries
Consolidated Statements of Cash Flows
January 1 to December 31, 2022 and 2021
| January 1 to December 31, 2022 | and 2021 | and 2021 |
|---|---|---|
| Cash inflow from operating activities Interests received Interests paid Income tax paid Net cash inflow from operating activities Cash flows from investing activities: Acquisition of financial assets at amortized cost Acquisition of investments using the equity method Disposal of subsidiaries Acquisition of properties, plants and equipments Disposal of properties, plants and equipments Increase in other receivables Decrease in other receivables Acquisition of intangible assets Cash inflow from merger Increase in other non-current assets Dividends received Net cash (outflow) inflow from investment activities Cash flows from financing activities: Increase in short-term borrowings Decrease in short-term loans Increase in short-term promissory notes payable Proceeds from long-term borrowings Repayment of long-term borrowings Decrease in guarantee deposits received Employee stock options exercised Cost of repurchase treasury shares Treasury shares acquired by employees Disposal of equity of subsidiaries (no loss of control over the subsidiaries) Repayment of the lease principal amount Changes in non-controlling interests Net cash inflow (outflow) from financing activities Effect of exchange rate changes on cash and cash equivalents Decrease in cash and cash equivalents for the period Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year |
Unit: Thousands NTD 2022 2021 $ 100,882 50,618 5,556 6,405 (10,054) (7,014) (27,562) (31,485) |
|
| $ 100,882 5,556 (10,054) (27,562) |
||
| 68,822 | 18,524 | |
| (38,190) (27,000) 23,297 (181,125) 83,582 - 5,575 (5,496) 24,964 (18,277) 2,375 |
(25,035) - 84,524 (39,249) 655 (7,199) 8,000 (148) - (14,582) 2,319 |
|
| (130,295) | 9,285 | |
| - (64,741) 6,200 92,885 (71,988) (27) 12,115 (3,181) 285 260 (9,355) 51,089 |
13,360 - - 1,000 (36,632) (112) - (39,169) 18,297 - (8,401) 17,798 |
|
| 13,542 | (33,859) | |
| 8,552 (39,379) 618,117 |
(1,103) (7,153) 625,270 618,117 |
|
| $ 578,738 |
(Please refer to the notes attached to this consolidated financial statement.) Chairman: Manager: Accounting Supervisor: Zhong-Ting Chen Hong-Zheng Chen Ying-Hui Su
250
Billion Electric Co. Ltd. and Subsidiaries Notes to Consolidated Financial Statements
2022 and 2021
(In Thousands of New Taiwan Dollars, Unless Otherwise Specified)
I. Company History
Billion Electric Co. Ltd. (hereinafter referred to as the Company) was approved to be established on March 26, 1973. The main business of the Company and its subsidiaries (hereinafter referred to as the "Consolidated Company") covers the manufacture of electronic components, design, manufacture and sales of integrated digital service network (ISDN), broadband communication network terminal equipment and systems (ADSL) and broadband routers (Router), renewable energy power generation for self-use and energy technology services.
II. Date and Procedures of Authorization of Financial Statements
This consolidated financial report was approved by the Board of Directors on March 14, 2023.
III. Applicability of Newly Issued and Revised Standards and Interpretations
- (I) Effect of the adoption of new and revised standards and interpretations endorsed by the Financial Supervisory Commission (hereinafter referred to as the "FSC")
The Consolidated Company has applied the following newly amended IFRS since January 1, 2022, and this has not had a significant impact on consolidated financial report.
-
Amendment to IAS 16, Property, Plant and Equipment - Proceeds before Intended Use
-
Amendment to IAS 37, Onerous Contracts — Cost of Fulfilling a Contract
-
Improvement to IFRS 2018-2020
-
Amendment to IFRS 3, Reference to the Conceptual Framework
-
(II) Impact of not yet adopting FSC-approved IFRS
The Consolidated Company assesses that the application of the following newly amended IFRS effective as of January 1, 2023 will not have a material impact on the financial position and financial performance.
-
Amendment to IAS 1, Disclosure of Accounting Policies
-
Amendment to IAS 8, Definition of Accounting Estimates
-
Amendment to IAS 12, Deferred Tax related to Assets and Liabilities arising from a Single Transaction
251
- (III) New and Revised Guidelines and Interpretations Not Endorsed by FSC
Standards and interpretations issued and amended by the IASB but not yet endorsed by FSC, which may be of interest to the Consolidated Company, are as follows:
| New or revised guidelines Amendment to IAS 1 Classification of Liabilities as Current or Non-Current |
Main changes The current IAS 1 stipulates that liabilities for which an enterprise has not unconditionally deferred the repayment period to at least twelve months after the reporting period shall be classified as current. The amendment deletes the requirement that the right should be unconditional and instead requires that the right must exist and be substantial at the end of the reporting period. The amendment clarifies how enterprise should classify the liabilities paid off by issuing its own equity instruments (such as convertible corporate bonds). |
Effective date issued by IASB January 1, 2024 |
|---|---|---|
The Consolidated Company continues to assess the impact of the amendments to the above standards and interpretations on the financial position and financial performance, and the relevant impact will be disclosed upon completion of the assessment.
The Consolidated Company expects that the following other unrecognized new and amended guidelines will not have significant impacts on Consolidated Financial Reports.
-
Amendment to IFRS 10 and IAS 28, Sale or Contribution of Assets between an Investor and Its Associate or Joint Venture
-
IFRS 17 Insurance Contracts and Amendment to IFRS 17
-
Amendment to IAS 1, Non-current liabilities with Covenants
-
Amendment to IFRS 17, Initial Application of IFRS 17 and IFRS 9 ― Comparative Information
-
Amendments to IFRS 16, Lease Liability in a Sale and Leaseback
IV. Summarized Remarks on Significant Accounting Policies
The summary of significant accounting policies used in this Consolidated Financial Report is as follows. The following accounting policies have been applied consistently for all periods of presentation of this Consolidated Financial Report.
252
(I) Statement of Compliance
(II)
This Consolidated Financial Report has been prepared in accordance with the Financial Reporting Standards for Securities Issuers (hereinafter referred to as the “Standards”) and the International Financial Reporting Standards, International Accounting Standards, Interpretations and Interpretations (hereinafter referred to as the “IFRSs”) endorsed and issued by the Financial Supervisory Commission. Basis of Preparation
- Basis of Measurement
Except for the following important items in the balance sheet, this consolidated financial report is prepared on the basis of historical costs:
-
(1) Financial assets measured at fair value through profit or loss measured at fair value;
-
(2) Financial assets at fair value through other comprehensive income measured at fair value;
-
(3) Net defined benefit liabilities are determined by deducting the present value of benefit obligations from the fair value of pension fund assets.
-
Functional Currency and Presentation Currency
Each entity of the Company uses the currency of the primary economic environment in which it operates as its functional currency. The consolidated financial reports are presented in NT$, the functional currency of the Company. All financial information expressed in NT$ is expressed in thousands of NT$.
(III) Basis of Consolidation
- Principles of consolidated financial reports
The Consolidated Financial Reports are prepared by the Company and entities controlled by the Company (i.e., subsidiaries). When the Company is exposed to or entitled to variable returns from participation in an investee and has the ability to influence such returns through its power over such Investee, the Company controls such individual.
The financial reports of the subsidiary shall be included in the consolidated financial reports from the date on which control of the subsidiary is acquired until the date on which the control is lost. Transactions, balances and any unrealized gains and losses between consolidated companies have been completely eliminated in the preparation of consolidated financial reports. The total consolidated profit and loss of a subsidiary is attributable to the owner of the Company even if it becomes a loss balance.
Changes in the Consolidated Company's ownership interests in subsidiaries have not resulted in the loss of the controller of the subsidiaries, which is treated as an equity transaction with the owners. The difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributable to the owners of the Company.
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When the Consolidated Company loses control of the subsidiary, the assets (including goodwill), liabilities and non-controlling interests of the former subsidiary will be excluded in the consolidated financial report according to the book amount of the loss of control date, and the retained investment of the former subsidiary will be re-measured at the fair value of the loss of control date. Profit or loss on disposal is the difference between (1) the sum of the fair value of the consideration received and the fair value of the retained investment in the former subsidiary at the date of loss of control, and (2) the sum of the book amounts of the subsidiary's assets (including goodwill) and liabilities and non-controlling interests at the date of loss of control. All amounts related to the subsidiary previously recognized in other comprehensive income and loss are accounted for on the same basis as the Consolidated Company would be required to apply if it were to dispose of the related assets or liabilities directly.
- List of subsidiaries in the Consolidated Financial Statements
The subsidiaries included in this consolidated financial report are:
| Name of the Investment Company The Company The Company The Company The Company The Company The Company The Company The Company BEC Technologies Inc. BEC Technologies Inc. Billion Watts Technologies Co., Ltd. Billion Watts Technologies Co., Ltd. |
Subsidiary Nature of business |
% of Ownership 2022.12.31 2021.12.31 Remarks |
|---|---|---|
| BEC Technologies Inc. (hereinafter referred to as BEC Technologies) Sales of ADSL-related products Billion Sunpower Co., Ltd. Design, manufacturing, construction and sales business of solar power plants Billion Watts Technologies Co., Ltd. (hereinafter referred to as Billion Watts) Distribution services of solar power plant equipment and provision of power plant maintenance services Billion Energy Storage Technologies Inc. Energy storage sales business Billion Energy Storage Technologies Co., Ltd. (hereinafter referred to as Billion Energy Storage) Energy storage sales business Pacific Solar Limited International investment VGwatt Energy Co., Ltd. (hereinafter referred to as VGwatt) Design, manufacturing, construction and sales business of solar power plants Tai Chuang Energy Co., Ltd. (hereinafter referred to as Tai Chuang) Energy storage sales business BEC International, LLC International investment Avantek Systems PTE. LTD Cloud Software Hosting Services Shengda Energy Storage Tech Co., Ltd. (hereinafter referred to as Shengda) Energy storage sales business Shengzhida Tech Co., Ltd. (hereinafter referred to as Shengzhida) EMC software development design and sales |
91.76% 91.76% 100.00% 100.00% 60.26% 66.49% Note 1 100.00% 100.00% - % 100.00% Note 2 100.00% 100.00% Note 3 51.00% - % Note 4 100.00% - % Note 5 100.00% 100.00% 74.99% - % Note 6 100.00% - % Note 7 51.00% - % Note 8 |
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| % of Ownership |
|---|
| Name of the Investment Company Subsidiary Nature of business 2022.12.31 2021.12.31 Remarks |
| Billion Energy Storage Technologies Shengri Energy Storage Tech Energy storage sales 100.00% - % Note 9 |
| Inc. Co., Ltd. business |
| (hereinafter referred to as |
| Shengri) |
| Note 1. The Company acquired 1,716 thousand new shares and disposed of 10 thousand shares in 2022, the |
| shareholding proportion of the Company was reduced from 66.49%to 60.26% as the cash capital increase of |
| Billion Watts has not been subscribed according to the shareholding ratio and the employees of the merged |
| company subscribed. |
| Note 2. In October 2022, the Company transferred all of its shares to Houju Energy Tech Co., Ltd., and the relevant |
| transaction procedures have been completed. |
| Note 3. Pacific Solar Limited was incorporated in November 2020. As of December 31, 2022, no capital has been |
| invested in the company. |
| Note 4. VGwatt was established in June 2019, and the Company acquired a 51.00% stake in December 2022, which |
| was consolidated in the consolidated financial reports. |
| Note 5. Tai Chuang was established in March 2022, and the Company acquired 100.00% of its shares in December |
| 2022 and consolidated in the consolidated financial reports. |
| Note 6. AVANTEK SYSTEMS was established in August 2022, and BEC Technologies invested a total of USD270 |
| thousand to acquire 74.99% of its shares, which were incorporated in the consolidated financial reports. |
| Note 7. Shengda was established and completed in July 2022, and Billion Watts acquired 100.00% of the shares, |
| which were incorporated in the consolidated financial reports. |
| Note 8. Shengzhida was established and completed in November 2022, and Billion Watts acquired 51.00% of the |
| shares, which were incorporated in the consolidated financial reports. |
| Note 9. Shengri was established and completed in June 2022, and Billion Energy Storage Technologies Inc. acquired |
| 100.00% of the shares, which were incorporated in the consolidated financial reports. |
3. Subsidiaries not listed in consolidated financial reports: None.
(IV) Foreign currency
1. Foreign Currency Transactions
Foreign currency transactions are converted into functional currency at the exchange rate of the trading day. At the end of each subsequent reporting period (hereinafter referred to as the reporting date), monetary items in foreign currencies are converted into functional currency at the exchange rate on that day. The exchange differences arising from conversion are usually recognized in profit or loss.
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2. Foreign operating institutions
The assets and liabilities of foreign operating institutions are converted into NT$ at the exchange rate on the reporting date; the amount of income and expenses are converted into NT$ at the average exchange rate for the current period, and the resulting exchange difference is recognized in other comprehensive income.
When the disposal of a foreign operating institution results in loss of control or significant impact, the cumulative exchange difference associated with the foreign operating institution is fully reclassified as profit or loss. When part of the disposal includes subsidiaries of foreign operating institutions, the relevant cumulative exchange difference is pro rata re-attributed to noncontrolling interests.
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Foreign currency exchange gains or losses arising on monetary receivables or payables of foreign operating institutions are considered to be part of the net investment in the foreign operating institutions and are considered to be other comprehensive gains or losses if there is no repayment plan and it is not possible to repay it in the foreseeable future. For the monetary receivable or payable items of foreign operating institutions, if there is no settlement plan and it is impossible to pay off in the foreseeable future, the exchange gains and losses arising therefrom shall be regarded as part of the net investment in the foreign operating institution and recognized in other comprehensive income.
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(V) Criteria for classification of current and non-current assets and liabilities
Assets that meet one of the following conditions are classified as current assets, and all other assets that are not current assets are classified as non-current assets:
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The asset is expected to be realized in its normal operating period or is intended to be sold or consumed;
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The asset is held primarily for the purpose of trading;
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The asset is expected to be realized within twelve months after the reporting period; or
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The asset is cash or cash equivalents, unless there are other restrictions on the exchange or use of the asset to meet liabilities at least twelve months after the reporting period.
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Liabilities that meet one of the following conditions are classified as current liabilities, and all other liabilities that are not current liabilities are classified as non-current liabilities:
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The liability is expected to be settled during the normal operating period;
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The liability is held primarily for the purpose of trading;
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The liability is expected to mature within twelve months after the reporting period; or
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Liabilities for which there is no unconditional right to defer repayment to at least twelve months after the reporting period. The terms of the liability, which may, at the option of the counterparty, result in its liquidation through the issuance of equity instruments do not affect its classification.
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(VI) Cash and cash equivalents
Cash includes cash on hand and demand deposits. Cash equivalents refer to short-term and highly liquid investments that can be converted into fixed amounts of cash at any time and have an insignificant risk of value change. Time deposits that meet the aforementioned definition and are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes are listed in the cash equivalents.
(VII) Financial instruments
Accounts receivable are originally recognized at the time of generation. All other financial assets and financial liabilities are recognized initially when the Company becomes a party to the contractual terms of the financial instrument. Financial assets (other than accounts receivable that do not include significant financial components) or financial liabilities that are not measured at fair value through profit or loss are originally measured at fair value plus transaction costs that are directly attributable to the acquisition or issue. Accounts receivable, excluding significant financial components, are originally measured at the transaction price.
- Financial assets
Where the purchase or sale of financial assets conforms to customary transactions, the Consolidated Company shall consistently adopt the accounting treatment on the transaction date or delivery date for all purchases and sales of financial assets classified in the same manner. Financial assets at the time of initial recognition are classified as: financial assets measured at the amortized cost, equity instruments measured at fair value through other comprehensive income, or financial assets measured at fair value through profit or loss. Only when the Consolidated Company changes its business model for managing financial assets, it will reclassify all affected financial assets from the first day of the next reporting period.
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(1) Financial assets at amortized cost
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Financial assets are measured at amortized cost when they meet the following conditions at the same time and are not designated as measured at fair value through profit or loss:
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The financial asset is held under the operating model for the purpose of collecting contractual cash flows.
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The contractual terms of the financial asset give rise to cash flows on a specific date, which are exclusively the payment of principal and interest on the principal amount outstanding.
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These assets are subsequently measured at amortized cost by the original recognized amount plus or minus the accumulated amortization amount calculated using the effective interest method, adjusting for any allowance for losses. Interest income, exchange gains and losses on impairment are recognized in profit or loss. When derecognized, the gain or loss is included in the profit or loss.
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(2) Financial assets at fair value through other comprehensive income
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Debt instrument investments that meet the following conditions at the same time, and are not designated as measured at fair value through profit or loss, are measured at fair value through other comprehensive income:
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The financial asset is held under the operating model for the purpose of collecting contractual cash flows and selling.
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The contractual terms of the financial asset give rise to cash flows on a specific date, which are exclusively the payment of principal and interest on the principal amount outstanding.
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The Consolidated Company holds part of the accounts receivable under the business model for the purpose of collecting contractual cash flow and selling, so these accounts are measured at fair value through other comprehensive income. However, it is listed under the accounts receivable.
Upon initial recognition, the Consolidated Company may make an irrevocable choice to report the subsequent fair value of investment in equity instruments not held for trading in other comprehensive income. The aforementioned choices are made on an instrument-byinstrument basis.
Investments in debt instruments are subsequently measured at fair value. Interest income calculated using the effective interest method, exchange gains and losses and impairment losses are recognized in profit or loss, and the remaining net gains or losses are recognized in other comprehensive income. At the time of derecognition, the accumulated other comprehensive income amount is reclassified to profit and loss.
Investments in equity instruments are subsequently measured at fair value. Dividend income (unless it clearly represents the recovery of part of the investment cost) is recognized in profit or loss. The remaining net profit or loss is recognized as other comprehensive income and is not reclassified to profit or loss.
Dividend income from equity investments is recognized on the date when the Consolidated Company has the right to receive dividends (usually the ex-dividend date).
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(3) Financial assets at fair value through profit or loss
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Financial assets that are not measured at amortized cost or at fair value through other comprehensive income are measured at fair value through profit or loss, including derivative financial assets. At the time of original recognition, in order to eliminate or significantly reduce the improper accounting ratio, the Consolidated Company may irrevocably designate financial assets that meet the conditions of measuring at amortized cost or at fair value through other comprehensive income as the financial assets measured at fair value through profit or loss.
These assets are subsequently measured at fair value and their net profit or loss (including any dividend and interest income) is recognized in profit or loss.
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(4) Assess whether the contractual cash flows are exclusively payment of principal and interest on the outstanding principal amount
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For the purpose of evaluation, the principal is the fair value of a financial asset at the time of initial recognition, and the interest is composed of the following considerations: the time value of money, the credit risk related to the principal amount outstanding in a specific period, other basic lending risks and costs and profit margin.
To evaluate whether the contractual cash flow is exclusively the payment of the principal and the interest on the principal amount outstanding, the Consolidated Company considers the terms of the financial instrument contract, including evaluating whether the financial asset contains a contractual term that can change the timing or amount of the contractual cash flow such that it does not meet this condition. In the evaluation, the Consolidated Company considers:
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Any contingencies that change the timing or amount of contractual cash flow;
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The terms of the contractual coupon rate that may be adjusted, including the characteristics of the variable rate;
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Prepayment and deferral features; and
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The Consolidated Company's right of claim is limited to the terms (e.g., non-recourse characteristics) of cash flows derived from a particular asset.
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(5) Impairment of financial assets
The Consolidated Company's financial assets measured at amortized cost (including cash and cash equivalents, financial assets measured at amortized cost, notes receivable and accounts receivable, other receivables, deposits and other financial assets, etc.), contract assets, debt instrument investments measured at fair value through other comprehensive income, and expected credit losses on contract assets are recognized as allowance for losses.
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The following financial assets are measured in terms of the amount of expected credit losses for 12 months, and the rest are measured in terms of the amount of expected credit losses for the duration:
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Debt securities are determined to have low credit risk at the reporting date; and
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The credit risk of other debt securities and bank deposits (i.e., the risk of default during the expected duration of the financial instrument) has not increased significantly since the original recognition.
The allowance for losses on accounts receivable and contract assets is measured by the amount of expected credit losses during the duration.
When determining whether the credit risk has increased significantly since the original recognition, the Consolidated Company considers reasonable and substantiated information (obtainable without excessive cost or investment), including qualitative and quantitative information, and analysis based on the Consolidated Company's historical experience, credit assessment and forward-looking information.
If the contract payment is overdue for more than 120 days, or the borrower is unlikely to fulfill its credit obligations and pay the full amount to the Consolidated Company, the Consolidated Company considers the financial asset to be in default. unless there is reasonable and probative information showing that a later benchmark for default is more appropriate.
If the credit risk rating of a financial instrument is equivalent to the "Investment Grade" defined globally (the investment grade BBB- of Standard & Poor's, the investment grade Baa3 of Moody's, or the investment grade twA of Taiwan Ratings, or higher), the credit risk of the debt security is considered low by the Consolidated Company.
Expected credit losses during the duration refers to expected credit losses arising from all possible defaults during the expected duration of a financial instrument.
The 12-month expected credit loss refer to expected credit losses arising from possible default events of a financial instrument within twelve months after the reporting date (or a shorter period, if the expected duration of the financial instrument is shorter than twelve months).
The longest period for measuring expected credit losses is the longest contractual period over which the Consolidated Company is exposed to credit risk.
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The expected credit loss is a probability-weighted estimate of credit loss during the expected duration of a financial instrument. Credit losses are measured as the present value of all cash shortfalls, which is the difference between the cash flows that the Consolidated Company would receive under the contract and the cash flows that the Consolidated Company expects to receive. Expected credit losses are discounted at the effective interest rate on the financial asset.
The Consolidated Company assesses whether financial assets measured at amortized cost and debt securities measured at fair value through other comprehensive income are creditimpaired at each reporting date. A financial asset is credit-impaired when one or more events that have an adverse effect on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes observable information on the following matters:
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Significant financial difficulties of the borrower or issuer;
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Default, such as delay or overdue for more than 120 days;
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The Consolidated Company makes concessions to the borrower that would not otherwise be considered by the Consolidated Company for economic or contractual reasons related to the borrower's financial difficulties;
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The borrower is likely to file for bankruptcy or other financial reorganizations; or
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Disappearance of an active market for the financial asset as a result of financial difficulties.
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An allowance for losses on financial assets carried at amortized cost is deducted from the asset's carrying amount. The allowance for losses on investments in debt instruments at fair value through other comprehensive income is adjusted in profit or loss and recognized in other comprehensive income (without reducing the carrying amount of the asset).
When the Consolidated Company cannot reasonably expect to recover all or part of the financial assets, it will directly reduce the total book value of its financial assets. For corporate accounts, the Consolidated Company analyzes the timing and amount of write-offs individually on the basis of whether it is reasonably expected to be recoverable. The Consolidated Company does not expect a significant reversal of the amount written off. However, written-off financial assets are still enforceable to comply with the Consolidated Company's procedures for recovering overdue amounts.
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- (6) Derecognition of financial assets
The Consolidated Company will derecognize the financial assets only when the contractual rights derived from the cash flows of the assets terminate, or when the financial assets have been transferred and almost all the risks and rewards of ownership of the assets have been transferred to other enterprises, or when almost all the risks and rewards of ownership have neither been transferred nor retained and control of the financial assets has not been retained. If the Consolidated Company enters into transactions to transfer financial assets, if it retains all or substantially all the risks and rewards of ownership of the transferred assets, it will continue to be recognized them in the balance sheet.
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Financial Liabilities and Equity Instruments
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(1) Classification of Liabilities or Equity
The debts and equity instruments issued by the Consolidated Company are classified as financial liabilities or equity according to the substance of the contractual agreement and the definition of financial liabilities and equity instruments.
- (2) Equity Transactions
An equity instrument is any contract that recognizes the Consolidated Company's residual equity after deducting all of its liabilities from its assets. Equity instruments issued by the Consolidated Company are recognized at the amount equal to the consideration received less the direct issue costs.
- (3) Treasury shares
When repurchasing the equity instruments recognized by the Company, the consideration paid (including the direct attributable cost) is recognized as a decrease in equity. Repurchased shares are classified as treasury shares. Subsequent sales or reissue of treasury shares, the amount received is recognized as an increase in equity, and the surplus or loss resulting from the transaction is recognized in capital reserve or retained earnings (if the capital reserve is insufficient to offset).
- (4) Financial liabilities
Financial liabilities are classified as amortized cost.
- (5) Derecognition of financial liabilities
The Consolidated Company derecognizes financial liabilities when the contractual obligations have been fulfilled, cancelled or expired. When the terms of a financial liability are modified and there is a significant difference in the cash flow of the modified liability, the original financial liability shall be derecognized, and a new financial liability shall be recognized at fair value based on the modified terms.
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When a financial liability is derecognized, the difference between its carrying amount and the total consideration paid or payable (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
(VIII) Inventory
Inventories are measured at cost or net realizable value, whichever is lower. Costs include acquisition, production or processing costs and other costs incurred to bring them to the location and state where they are available, and are calculated using the weighted average method.
Net realizable value is the balance of the estimated selling price under normal operating conditions less the estimated cost to complete the required investment and the estimated cost to complete the sale. (IX) Investment in Associates
Associates are Consolidated companies that have significant influences on their financial and operating policies but are not controlled or jointly controlled.
The Consolidated Company adopts the equity method for the equity of associates. By using the equity method, the original acquisition is recognized on the basis of cost, and the investment cost includes the cost of the transaction. The carrying amount of an investment in an associate includes the goodwill identified at the time of the original investment, less any accumulated impairment losses.
The consolidated financial report includes the amount of the profit and loss of each investment associates and other comprehensive income recognized by the Consolidated Company based on the proportion of equity from the date of significant influence to the date of loss of significant influence, after making adjustments consistent with the Consolidated company's accounting policies. When changes in equity of associates in non-profit or loss and other comprehensive income do not affect the Consolidated Company's shareholding ratio, the Consolidated Company will recognize the changes in equity attributable to the Consolidated Company under the shares of the associates in the capital reserve according to the shareholding ratio.
Unrealized gains and losses arising from transactions between the Consolidated Company and associates are recognized in the financial statements of the associates only to the extent unrelated to the investor's interest in the associates. When the share of losses of an affiliate that shall be recognized proportionally by the Consolidated Company is equal to or exceeds its interest in the affiliate, it ceases to recognize its losses, and only recognizes additional losses and related liabilities to the extent that statutory obligations, presumptive obligations or payments have been made on behalf of the invested company.
The Consolidated Company ceases to use the equity method as of the date when it has no investment in associates any longer, and the difference between the fair value of the retained equity and the disposal price measured at fair value and the carrying amount of the investment on the date when the equity method is ceased is recognized in the current profit or loss. For all amounts previously recognized in other comprehensive income related to the investment, the basis of accounting treatment is the same as that must be followed if the related assets or liabilities are directly disposed of by the associate, that is, if the gains or losses previously recognized in other comprehensive income are reclassified as gain or loss (or retained earnings) when the relevant assets or liabilities are disposed of,
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when the enterprise stops using the equity method, the profit or loss is reclassified from equity to gain or loss (or retained earnings). If the Consolidated Company's ownership interests in associates decreases, but the equity method continues to apply, the Consolidated Company will reclassify the profit or loss related to the reduction of the ownership interests that have previously been recognized in other comprehensive income according to the above-mentioned reduction.
When the associates issue new shares, if the Consolidated Company fails to subscribe in proportion to its shareholding, thereby causing a change in the shareholding ratio and an increase or decrease in the net equity value of the investment, its capital reserve and the investment using the equity method shall be adjusted based on the increase or decrease; if this adjustment is to offset the capital reserve, but the balance of the capital reserve generated by the investment using the equity method is insufficient, its difference will be debited to retained earnings. However, if the Consolidated Company does not subscribe in proportion to its shareholding, thereby reducing its ownership interests in the associates, the amount previously recognized in other comprehensive income related to the associates is reclassified in proportion to the reduction, and its accounting treatment is based on the same basis as that required for the direct disposal of related assets or liabilities by the associates.
(X) Property, plant, and equipment
- Recognition and measurement
Property, plant and equipment items are measured at cost minus the accumulated depreciation and any accumulated impairment. Costs include expenditures that can be directly attributable to the acquisition of assets, as well as purchases of real estate, plant and equipment denominated in foreign currency, and software purchased to integrate the functions of related equipment as part of the capitalization of such equipment.
When the service life of a material component of property, plant and equipment is different, it is treated as a separate item (the main component) of property, plant and equipment.
Gain or loss on disposal of property, plant and equipment is recognized in profit or loss.
- Subsequent costs
Subsequent expenditures are capitalized only when their future economic benefits are likely to flow into the Company.
- Depreciation
Depreciation is calculated based on the cost of an asset minus its residual value and is recognized in profit or loss using a straight-line method within the estimated service life of each component. The estimated service life for the current period and the comparative period is as follows:
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(1) Auxiliary equipment of housing and building: 5 to 55 years.
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(2) Machinery: 3 to 20 years.
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(3) Transportation facilities: 5 to 10 years.
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(4) Office equipment: 3 to 10 years.
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(5) Other equipment: 2 to 15 years.
The depreciation method, service life and residual value are reviewed by the Consolidated Company at each reporting date and adjusted as necessary.
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(XI) Investment property
Investment properties refers to properties held for rent-earning or asset appreciation or both, rather than for normal business sale, production, provision of goods or services, or administrative purposes. The investment property is originally measured at cost, and subsequently measured at cost minus accumulated depreciation and accumulated impairment, and its depreciation method, service life and residual value shall be handled according to the regulations for property, plant and equipment.
Gain or loss on disposal of investment property (calculated as the difference between the net disposal price and the carrying amount of the item) is recognized in profit or loss.
Rental income from investment property is recognized in other income on a straight-line basis during the lease period. The lease incentive given is also recognized in the lease income during the lease period.
(XII) Rental
The Consolidated Company evaluates whether a contract is or contains a lease on the date of its conclusion, and if the contract transfers control over the use of the identified assets for a period of time in exchange for consideration, the contract is or contains a lease.
- Lessee
The Consolidated Company recognizes the right-of-use assets and lease liabilities on the lease commencement date, and the right-of-use assets are initially measured at cost, which includes the original measured amount of the lease liability, adjusts any lease payments made on or before the lease commencement date, and adds up the original direct costs incurred and the estimated costs of dismantling and removing the underlying asset and restoring the underlying asset and its location, minus any lease incentives collected.
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The right-of-use asset is subsequently depreciated by the straight-line method from the beginning of the lease to the expiration of the service life of the right-of-use asset or the expiration of the lease term. In addition, the Consolidated Company periodically assesses whether the right-of-use assets are impaired and disposes of any impairment losses that have occurred, and adjusts the right-of-use assets in the event that the lease liabilities are re-measured.
Lease liabilities are original measurements of the present value of lease benefits unpaid on the date of commencement of the lease. If the implied interest rate of the lease is easy to determine, the discount rate is the interest rate, and if it is not easy to determine, the Consolidated Company's incremental borrowing rate is used. In general, the Consolidated Company uses its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability include:
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(1) Fixed payments, including in-kind fixed payments
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(2) For variable lease payments that depend on an index or rate, the index or rate on the lease commencement date is used for the original measurement;
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(3) The amount of the residual value guarantee expected to be paid; and
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(4) The exercise price or penalty payable when it is reasonably certain that the purchase option or lease termination option will be exercised.
The lease liability is subsequently accrued interest using the effective interest method, and its amount is remeasured when:
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(1) There is a change in future lease payments due to changes in the index or rate used to determine lease payments;
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(2) There is a change in the amount of residual value margin expected to be paid;
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(3) There is a change in the valuation of the underlying asset purchase option;
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(4) There is a change in the estimate of whether to exercise the extension or termination option, which changes the assessment of the lease term;
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(5) There are modifications of the subject, scope or other terms of the lease.
When the lease liability is remeasured due to the aforementioned change in the index or rate used to determine the lease payment, change in the residual value guarantee amount, and change in the evaluation of the purchase, extension or termination options, the book value of the right-of-use asset is adjusted accordingly, and when the carrying amount of the right-of-use asset has been reduced to zero, the remaining remeasured amount is recognized in profit or loss.
For lease modifications that reduce the scope of the lease, the carrying amount of the right-of-use asset is reduced to reflect the partial or full termination of the lease, and the difference between it and the remeasurement amount of the lease liability is recognized in profit or loss.
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The Consolidated Company presents the right-of-use assets and lease liabilities that do not meet the definition of investment property in the balance sheet as separate items.
Where an agreement contains lease and non-lease components, the Consolidated Company allocates the consideration in the contract to the individual lease components on a relative standalone price basis. However, when leasing land and buildings, the Consolidated Company chooses to treat the lease component and the non-lease component as a single lease component without distinguishing the non-lease components.
For short-term leases and low-value asset leases for office and other equipment leases, the Consolidated Company chose not to recognize the right-of-use assets and lease liabilities, but to recognize the relevant lease payments in expenses based on a straight-line basis during the lease period.
The Consolidated Company chooses to adopt a practical expedient approach for all rental concessions that meet all of the following conditions, and does not evaluate whether it is a lease modification:
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(1) Rent concessions incurred as a direct result of the COVID-19 epidemic;
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(2) The change in the lease payment results in the modified lease consideration being almost the same or smaller than the lease consideration before change;
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(3) Any reduction in lease payments will only affect payments that were due before June 30, 2021; and
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(4) No other terms and conditions of the lease have materially changed.
Under the practical expedient method, when rental concessions lead to changes in lease payments, the changes are recognized in profit or loss when the event or circumstance that initiates rental concessions occurs.
- Lessor
The transaction in which the merged company is the lessor is to classify the lease contract on the date of conclusion according to whether it transfers almost all the risks and rewards attached to the ownership of the underlying asset. If so, it is classified as a finance lease, otherwise it is classified as an operating lease. At the time of evaluation, the Consolidated Company considers relevant specific indicators including whether the lease period covers the main part of the economic life of the underlying asset.
If the Consolidated Company is a sublease lessor, it handles master lease and sublease transactions separately, and evaluates the classification of sublease transactions based on the rightof-use assets generated by the master lease. If the master lease is a short-term lease and a recognized exemption applies, the sublease transaction should be classified as an operating lease.
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Where the agreement includes lease and non-lease components, the Consolidated Company shall apportion the consideration in the contract according to the provisions of IFRS 15.
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(XIII) Intangible assets
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Recognition and measurement
Goodwill arising on the acquisition of a subsidiary is measured at cost minus the accumulated impairment losses.
Expenditures related to research activities are recognized as profit or loss when incurred. Development expenditures are capitalized only when they are reliably measurable, the technical or commercial feasibility of the product or process has been achieved, future economic benefits are likely to flow to the Consolidated Company, and the Consolidated Company intends and has sufficient resources to complete the development and use or sell the asset. Other development expenses are recognized in profit or loss when incurred. After initial recognition, the capitalized development expenditure is measured at its cost minus the accumulated amortization and accumulated impairment.
The Consolidated Company's acquisition of other intangible assets with a limited service life is measured at cost minus the accumulated amortization and accumulated impairment.
2. Subsequent expenditures
Subsequent expenditures are capitalized only to the extent that they increase the future economic benefits of the related specific asset. All other expenditure is recognized in profit or loss as incurred, including internally developed goodwill and branding.
3. Amortization
Except for goodwill, amortization is calculated as the cost of the asset minus the estimated residual value and is recognized in profit or loss using the straight-line method from the time the intangible asset is ready for use over its estimated service life.
The estimated service life for the current period and the comparative period is as follows:
(1) Computer System and Software 2 to 3 years
The amortization method, service life and residual value of intangible assets are reviewed by the Consolidated Company at each reporting date and adjusted as necessary.
(XIV) Impairment of non-financial assets
At each reporting date, the Consolidated Company assesses whether there is any indication that the carrying amount of non-financial assets (other than inventories, contract assets, and deferred income tax assets) may be impaired. If there is any indication, the recoverable amount of the asset is estimated.
268
For the purposes of impairment testing, a group of assets whose cash inflows are largely independent of those of other individual assets or groups of assets is the smallest identifiable group of assets. The goodwill acquired by business merger is apportioned to each cash-generating unit or group of cashgenerating units that are expected to benefit from the synergies of the merger.
The recoverable amount is the higher of an individual asset's or cash-generating unit's fair value minus costs of disposal and its value in use. In assessing the use value, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or cash-generating unit.
Impairment losses are recognized if the recoverable amount of an individual asset or cash-generating unit is lower than its carrying amount.
Impairment losses are recognized immediately in profit or loss for the current period, and firstly reduce the carrying amount of the cash-generating unit's apportioned goodwill, and then reduce the carrying amount of each asset in proportion to the carrying amount of other assets in the unit.
(XV)
Goodwill impairment losses shall not be reversed. Non-financial assets other than goodwill are reversed only to the extent that they do not exceed the carrying amount (less depreciation or amortization) determined when the asset is not recognized in the impairment loss in the previous year. Provisions
The recognition of liability provision means that there is a current obligation due to past events, so that the Consolidated Company will likely need the outflow of resources with economic benefits in the future to pay off the obligation, and the amount of the obligation can be reliably estimated. The liability provision is discounted at a pre-tax discount rate that reflects the current market's evaluation of the time value of money and the specific risk of the liability, and the amortization of the discounted amount is recognized in interest expenses.
The reserve for guaranteed liabilities is recognized at the time of sale of goods or services and is weighted according to the probability associated with historical warranty information and all possible outcomes.
(XVI) Recognition of revenues
-
Revenue from customer contracts
-
Revenues are measured by the consideration to which goods or services are transferred and to which they are expected to be entitled. The Consolidated Company recognizes revenue when the control of goods or services is transferred to the customer and the performance obligations are met. The Consolidated Company's main revenues are explained as follows:
269
- (1) Product sales revenue
Product sales revenue comes from the sale of products such as electronic components, power supply units, transformers, ISDN cards, ADSL cards and solar power plant equipment. Except that the solar plant equipment is recognized as revenue when the products arrive at the location designated by the customer, the Company recognizes the remaining products as revenue and accounts receivables at the time of shipment, when the customer has the right to fix the price and use of the products and has the primary responsibility for resale of such products, and bears the risk of obsolescence of the products. Advance receipts for product sales are recognized as contractual liabilities before the product is shipped or delivered to the customer's designated location.
No revenue is recognized during material processing as control of the processed products is not transferred.
- (2) Project income
The Consolidated Company is engaged in the site development business of solar photovoltaic power system and the engineering contracting business of solar photovoltaic power system construction and other related services. As the assets are gradually controlled by the customer during the construction process, the revenue is gradually recognized over time based on the proportion of the cost incurred to date to the estimated total contract cost. The contract is a fixed consideration in which the client pays a fixed amount of money over an agreed period of time. The Consolidated Company recognises revenues only to the extent that there is a high probability that no material reversal will occur in the cumulative revenues; If the amount of recognized revenue has not been requested, it is to recognize the contract assets and transfer the contract assets to accounts receivable when there is no unconditional right to the consideration.
If it is not possible to reasonably measure the degree of completion of the performance obligations of the works contract, the contract income is recognized only to the extent of expected recoverable costs.
A liability reserve for a loss making contract shall be recognized when the Consolidated Company anticipates that the cost of fulfilling the obligations of a construction contract will inevitably exceed the economic benefits expected from the contract.
If circumstances change, the estimates of revenue, costs and degree of completion will be revised, and the resulting changes will be reflected in profit or loss during the period when management is made aware of the changes.
270
- (3) Service income
The Consolidated Company provides project management consultancy and maintenance services and recognises related income in the financial reporting period for the provision of services. Fixed-price contracts recognize revenue based on the proportion of services actually rendered to the total services as of the reporting date, which is determined by the percentage of services performed to the total services due to be performed. Under a fixed price contract, the client pays a fixed amount of money over an agreed period of time.
- (4) Revenue from sale of electricity
Recognized when power is transferred to the electrical substation at Taiwan Power Company's terminal.
- Cost of customer contracts
Contract performance costs
If the costs incurred in fulfilling a customer contract are not covered by other standards (IAS 2 “Inventory”, IAS 16 “Property, Plant and Equipment” or IAS 38 “Intangible Assets”), the Consolidated Company will only recognize such costs in assets when they are directly related to the contract or a clearly identifiable prospective contract, will generate or strengthen resources that will be used to meet (or continue to meet) performance obligations in the future, and are expected to be recoverable.
General and administrative costs, costs of wasted materials, labor or other resources used to perform the contract but not reflected in the contract price, costs associated with fulfilled (or partially satisfied) performance obligations, and costs related to the situation that is indistinguishable from non-fulfilled performance obligations or fulfilled (or partially satisfied) performance obligations are recognized in expenses when incurred.
-
(XVII) Employee benefits
-
Defined contribution plans
Contribution obligations to defined contribution pension plan is recognized in expenses during the period of service performed by the employee.
- Defined Benefit Plans
The net obligation of the Consolidated Company to the defined benefit plan is calculated by converting the future benefit amount earned by the employee's service in the current or previous period into the present value of each benefit plan, and deducting the fair value of any plan assets.
271
The defined benefit obligation is actuarialized annually by a qualified actuary using the estimated unit benefit method. When the results of the calculation may be beneficial to the Consolidated Company, the recognized assets are limited to the present value of any economic benefits that can be obtained in the form of returning contributions from the plan or reducing future contributions to the plan. The calculation of the present value of economic benefits takes into account any minimum funding requirements.
The remeasurement of net defined benefit liabilities, including actuarial gains and losses, return on plan assets (excluding interest), and any changes in the asset cap impact (excluding interest) are recognized immediately in other comprehensive income and accumulated in retained earnings. The Consolidated Company determines the net interest expense of net defined benefit liabilities using the net defined benefit liabilities and discount rate determined at the beginning of the annual reporting period. The net interest expense and other expenses of the defined benefit plan are recognized in profit or loss.
Changes in benefits associated with prior service costs or curtailment benefits or losses arising from plan modifications or curtailments are recognized immediately in profit or loss. The Company recognizes the repayment gains and losses of the defined benefit plan at the time of the repayment.
- Other long-term employee benefits
The Consolidated Company's net obligations for other long-term employee benefits are calculated by converting the future benefits earned by employees for providing services in the current or previous periods into the present value. The re-measured amount is recognized in profit or loss as it arises.
- Short-term employee benefits
Short-term employee benefit obligations are recognized in expense when services are provided. If the Consolidated Company has a current statutory or constructive payment obligation due to the past service provided by the employee, and the obligation can be reliably estimated, the amount is recognized in liabilities.
- (XVIII) Share-based payment transactions
In the share-based payment agreement for equity delivery, the fair value on the date of grant is used to recognize the expense and increase the relative equity during the vesting period of the reward. The recognized expenses are adjusted according to the amount of rewards that are expected to meet the service conditions and non-market vesting conditions; and the final recognized amount is measured based on the amount of rewards that meet the service conditions and non-market vesting conditions at the vesting date.
The non-vesting conditions of the share-based payment rewards have been reflected in the measurement of the fair value of the share-based payment date, and the difference between the expected and actual results does not need to be verified and adjusted.
272
The fair value amount of the cash-delivered share appreciation rights that should be paid to employees is recognized in expenses and increases the relative liability during the period when the employee can obtain compensation unconditionally. The liability is remeasured against the fair value of the share appreciation rights at each reporting date and delivery date, and any changes are recognized in profit or loss.
Employee stock options granted by the Company to employees of its subsidiaries for settlement of the Company's equity instruments are treated as capital contributions to the subsidiaries and are measured at the fair value of the equity instruments at the date of grant and recognized as an increase in the carrying amount of the investment in the subsidiary during the vesting period, with a corresponding adjustment to capital surplus - employee stock options.
(XIX)
Income tax
The income tax includes the current income tax and the deferred income tax. Current income tax and deferred income tax shall be recognized in profit or loss, except for those related to business merger, directly recognized in equity or other items related to comprehensive income.
The current income tax includes the estimated income tax payable or tax refund receivable calculated based on the taxable income (loss) of the current year, and any adjustment to the previous year's income tax payable or tax refund receivable.
The amount is the best estimate of the amount expected to be paid or collected at the statutory or substantive legislative rates at the reporting date.
The deferred income tax is recognized by measuring the temporary difference between the carrying amount of assets and liabilities for financial reporting purposes and their tax base. Temporary differences arising from the following situations are not recognized in deferred income tax:
-
Assets or liabilities originally recognized in a transaction that is not a business merger, and that does not affect accounting profit and taxable income (loss) at the time of the transaction.
-
Temporary differences arising from investment in subsidiaries, associates and joint venture equity, in which case the Company can control the timing of the reversal of the temporary difference and it is very likely that the reversal will not occur in the foreseeable future;
The unused tax loss and unused income tax deduction carried forward and the deductible temporary differences are recognized in deferred income tax assets to the extent that there is a high probability that future taxable income will be available for use. They shall be re-evaluated at each reporting date, and the relevant income tax benefit shall be reduced within the scope where it is not likely to be realized; or the original reduced amount shall be reversed within the scope where it is very likely that there will be sufficient taxable income.
273
The deferred income tax is measured at the tax rate when the temporary difference is expected to reverse, and is based on the statutory tax rate or substantive legislative tax rate at the reporting date. The Consolidated Company may only offset the deferred income tax assets and liabilities when the following conditions are met at the same time:
-
It has the legally enforceable right to offset the current income tax assets against current income tax liabilities; and
-
The deferred income tax assets and liabilities are related to one of the following taxpayers whose income tax is levied by the same tax authority:
-
(1) The same taxpayer; or
-
(2) Different taxpayers, but each subject intends to settle current income tax liabilities and assets on a net basis, or realize assets and settlement simultaneously, in each future period in which the significant amount of deferred income tax assets is expected to be recovered and deferred income tax liabilities are expected to be settled.
-
-
(XX) Business merger
The Consolidated Company adopts the acquisition method for each business merger, and the goodwill is measured at the fair value of the consideration transferred on the acquisition date, including the amount attributable to any non-controlling interests in the acquiree, minus the net amount of identifiable assets acquired and assumed measured (usually fair value). If the balance after deduction is negative, the Consolidated Company will reassess whether all acquired assets and all assumed liabilities have been correctly identified before recognizing the bargain purchase benefit in profit or loss.
Except for those related to the issuance of debt or equity instruments, the transaction costs related to the business merger shall be recognized in expenses of the Consolidated Company when incurred. Among the non-controlling interests of the acquiree, if they belong to the current ownership interests and the holders are entitled to enjoy the net assets of the enterprise on a pro rata basis when the liquidation occurs, the Consolidated Company chooses the fair value on the acquisition date or at the proportional share of the recognized amount of the net assets identifiable to the acquiree by the current ownership instrument on a transaction-by-transaction basis. Other non-controlling interests are measured at their fair value as of the date of acquisition or on other bases as prescribed by the International Financial Reporting Standards as endorsed by the FSC.
274
(XXI) Earnings Per Share
The Company presents basic and diluted earnings per share attributable to holders of ordinary shares of the Company. The basic earnings per share of the Company are the profit or loss attributable to the holders of ordinary shares of the Company, divided by the weighted average number of ordinary shares outstanding in the current period. Diluted earnings per share are calculated after adjusting for the effect of all potential diluted ordinary shares by the gain or loss attributable to holders of the Company's ordinary shares and the weighted average number of ordinary shares outstanding.
(XXII) Segment Information
An operating division is an integral part of a consolidated company engaged in activities that may generate revenue and incur expenses. The results of all operating divisions are periodically reviewed by the main operating decision maker of the Consolidated Company to determine the allocation of resources to the division and to evaluate its performance. Separate financial information is provided for each operating division.
V.
Significant Accounting Judgments, Estimates and Key Sources of Uncertainty over Assumptions
The Management must make judgments, estimates and assumptions in preparing the Consolidated Company only financial statement that will have an impact on the adoption of accounting policies and the reported amounts of assets, liabilities, income and expenses. The actual results may differ from the estimates.
Estimates and underlying assumptions are reviewed by management on an ongoing basis, and changes in accounting estimates are recognized in the period in which the change is made and in the affected future periods.
VI. Remarks on Material Accounts
(I) Cash and cash equivalents
| Remarks on Material Accounts Cash and cash equivalents |
||||
|---|---|---|---|---|
| Petty cash Bank deposits Time deposits Re-Purchase Bonds |
2022.12.31 $ 70 371,220 76,825 130,623 |
2021.12.31 202 612,824 5,091 - 618,117 |
||
| $ 578,738 |
618,117 |
For disclosure of interest rate risk and sensitivity analysis of the Consolidated Company's financial assets and liabilities, please refer to Note 6 (30).
275
(II) Financial assets at fair value through profit or loss - current
| 2022.12.31 2021.12.31 Financial assets at fair value through profit or loss: Non-derivative financial assets Foreign Listed Stock $ 4,234 3,458 Shares of TWSE/TPEx listed companies 3,297 59,587 Fund Beneficiary Certificate 24,860 39,285 Total $ 32,391 102,330 Financial assets at fair value through other comprehensive income - non-current 2022.12.31 2021.12.31 Equity instruments measured at fair value through other comprehensive income: Shares of domestic unlisted companies Ennova Technologies, Inc. $ 3,797 3,797 EcoLumina Technologies, Inc. - - MicroLinks Technology Corp. - - Dajian Internet Technology Co., Ltd. - - Total $ 3,797 3,797 |
2022.12.31 $ 4,234 3,297 24,860 |
2021.12.31 3,458 59,587 39,285 102,330 |
|---|---|---|
| $ 32,391 |
(III) Financial assets at fair value through other comprehensive income - non-current
These equity instrument investments held by the Consolidated Company are long-term strategic investments and are not held for trading purposes, so they have been designated to be measured at fair value through other comprehensive income.
(IV) Financial assets at amortized cost
| Liquid Time deposits Restricted bank deposits - current Non-current Restricted bank deposits - non-current |
2022.12.31 $ - 79,559 |
2021.12.31 3,029 14,977 |
|---|---|---|
| $ 79,559 |
18,006 | |
| $ 439,902 |
463,265 |
Please refer to Note 8 for the details of long-term and short-term borrowings and financing line guarantees by the Consolidated Company on December 31, 2022 and 2021.
(V) Notes receivable and accounts receivable
| Notes receivable arising from operations Accounts receivable Less: Loss allowance |
2022.12.31 $ 7,601 138,527 (1,293) |
2021.12.31 4,239 154,538 (376) 158,401 |
|---|---|---|
| $ 144,835 |
276
The Consolidated Company adopts a simplified approach to the estimate the expected credit losses for all notes and accounts receivable, that is, it is measured using the expected credit losses during the lifetime, and for this purpose, these notes and accounts receivable are grouped according to the common credit risk characteristics representing the ability of customer to pay all amounts due under the terms of contract, and the loss rate established by historical and realistic information for a specific period is considered forward-looking.
Analysis of expected credit losses of notes and accounts receivable of the Consolidated Company is as follows:
| Not overdue Overdue for more than 121 days Not overdue Overdue for more than 121 days |
2022.12.31 | |
|---|---|---|
| Book amounts of notes receivable and accounts receivable Weighted average expected credit loss ratio $ 144,835 0% 1,293 100% $ 146,128 2021.12.31 |
Allowance lifetime expected credit losses - 1,293 |
|
| $ 144,835 1,293 |
||
| $ 146,128 |
1,293 |
|
| Book amounts of notes receivable and accounts receivable |
Allowance lifetime expected credit losses - 376 |
|
376 |
The statement of loss changes in allowance for notes and accounts receivable of the Consolidated Company is as follows:
| Beginning balance Admitted impairment loss The amount written off during the year because it is not recoverable Foreign currency conversion gains and losses Ending Balance |
2022 $ 376 1,425 (552) 44 |
2021 356 664 (642) (2) 376 |
|---|---|---|
| $ 1,293 |
On December 31, 2022 and 2021, no notes receivable and accounts receivable of the Consolidated Company have been provided as collateral.
277
The Consolidated Company enters into non-recourse accounts receivable sale agreements with financial institutions. Since the Consolidated Company has transferred virtually all risks and rewards to the ownership of the accounts receivable and has no ongoing participation in them, it is eligible for the exclusion of financial assets. When accounts receivable claims are derecognized, claims against financial institutions are reported to other receivables. Information relating to the accounts receivable for sale that are not due as of the reporting date is as follows:
(VI)
| 2022.12.31 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Amount | ||||||||
| Amount still | transferred | |||||||
| Excluding | available in | Amount | to other | Interest Rate | Other Important | |||
| Subject to sale |
amount |
advance |
advanced | receivables | Range | Matters | ||
| Export-Import Bank | $ | 7,753 |
- | - | 7,753 | - | Note 1, Note 2, | |
| of the Republic of | Note 3 and Note | |||||||
| China | 4 | |||||||
| 2021.12.31 | ||||||||
| Amount | ||||||||
| Amount still | transferred | |||||||
| Excluding | available in | Amount | to other | Interest Rate | Other Important | |||
| Subject to sale |
amount |
advance |
advanced | receivables | Range | Matters | ||
| Hua Nan |
$ | 13 |
- | - | 13 | - | Note 1, Note 2, | |
| Commercial Bank | Note 3 and Note | |||||||
| 4 | ||||||||
| Export-Import Bank | 1,518 | - | - | 1,518 | - | |||
| of the Republic of | ||||||||
| China | ||||||||
| $ | 1,531 |
- | - | 1,531 | ||||
| Note 1. Guarantee | that the underwriting subject | matter transferred is lawful | and valid, and | that no third party | ||||
| any rights. | ||||||||
| Guarantee | that none of the underwriting subject matter is subject to set-off, pledge or transfer prohibiti | |||||||
| amount is determined as a receivable claim. | ||||||||
| Note 2. Guarantee that the transactions of the sales contract, | labor contract or other debt contracts are effected | |||||||
| and lawful | manner. And that there are in no sufficient grounds | or defences to extinguish or impede the | ||||||
| the rights of | the financial | institutions that undertake the acquisition to | which the accounts receivable are | |||||
| Note 3. Guarantee | that there will | be no control | over the subordinate relationship or other improper commerc | |||||
| during the | validity period of the current and future contracts to which | the accounts receivable are addres | ||||||
| Other receivables | ||||||||
| 2022.12.31 | 2021.12.31 | |||||||
| Receivables from | payment on behalf of others | $ | 163,792 | 147,455 | ||||
| Advances receivable | 1,624 | 7,199 | ||||||
| Business tax refund receivable | 1,601 | 2,430 | ||||||
| Sales receivables | 7,753 | 1,531 | ||||||
| Miscellaneous | 2,640 | 187 | ||||||
| Less: Loss allowance | (163,792) | (147,455) | ||||||
| $ | 13,618 | 11,347 |
-
Note 1. Guarantee that the underwriting subject matter transferred is lawful and valid, and that no third party may claim any rights.
-
Guarantee that none of the underwriting subject matter is subject to set-off, pledge or transfer prohibition, and the amount is determined as a receivable claim.
-
Note 2. Guarantee that the transactions of the sales contract, labor contract or other debt contracts are effected in a normal and lawful manner. And that there are in no sufficient grounds or defences to extinguish or impede the exercise of the rights of the financial institutions that undertake the acquisition to which the accounts receivable are addressed.
-
Note 3. Guarantee that there will be no control over the subordinate relationship or other improper commercial interests during the validity period of the current and future contracts to which the accounts receivable are addressed.
278
The movements of the loss allowance for other receivables of the Consolidated Company in 2022 and 2021 are as follows:
| 2021 are as follows: | ||
|---|---|---|
| Beginning balance Foreign currency conversion gains and losses Ending Balance |
2022 $ 147,455 16,337 |
2021 |
| 149,747 (2,292) 147,455 |
||
| $ 163,792 |
For additional credit risk information, please refer to Note 6 (30).
(VII)
Inventory
| Raw materials Products in process Finished products Merchandise inventory Detailed statement of operating costs is as follow: Transfer of inventory sales Loss on inventory write-down Operating costs of solar power plant Total |
2022.12.31 $ 91,864 6,119 41,822 186,538 |
2021.12.31 |
|---|---|---|
| 78,633 12,654 68,672 241,512 401,471 |
||
| $ 326,343 |
||
| 2022 $ 871,857 18,790 23,567 |
2021 | |
| 708,270 46 18,565 726,881 |
||
| $ 914,214 |
On December 31, 2022 and 2021, no inventory of the Consolidated Company has been provided as collateral.
(VIII) Investment accounted for using equity method
The investments of the Consolidated Company under the equity method on the reporting date are as follows:
Associates
| 2022.12.31 $ 27,040 |
2021.12.31 |
|---|---|
| - |
1. Associates
In December 2021, the Board of directors approved to invest in Xiajing Co., Ltd., and in January 2022, the newly invested capital of NT$27,000 acquired 2,700 thousand shares, with a shareholding ratio of 20%.
Xiajing Co., Ltd. applied for a cash capital increase of NT$380,286 in July 2022. As the Consolidated Company did not subscribe according to its shareholding ratio, the shareholding ratio of the Consolidated Company was reduced from 20% to 5.24%, and the Consolidated Company is still a director of Xiajing Co., Ltd.
279
2. Guarantee
On December 31, 2022 and 2021, the Consolidated Company's investments under the equity method are not provided as collateral.
(IX) Business merger
The Consolidated Company acquires the following companies to develop its solar energy and energy storage related business.
| Transfer | |||||
|---|---|---|---|---|---|
| Date of | Acquisitio | consideration | |||
| Company Name | Major operating activities | Acquisition | n Ratio | fair value | |
| VGwatt Energy | Design, manufacturing, | 2022.12.09 | 51.00% | $ | 26,025 |
| Co., Ltd. | construction and sales business | ||||
| of solar power plants | |||||
| Tai Chuang Energy | Energy storage sales business | 2022.12.23 | 100.00% | 949 | |
| Co., Ltd. |
The main types of transfer consideration, assets acquired and liabilities assumed on the acquisition date and the amounts admitted are as follows:
- The fair values of the major types of transfer consideration at the acquisition date are as follows: 2022:
| 2022: | ||||
|---|---|---|---|---|
| Tai Chuang | ||||
| VGwatt Energy | Energy Co., | |||
| Co., Ltd. |
Ltd. | |||
| Transfer Consideration | ||||
| Cash | $ | 26,025 | 949 | |
| The fair value of identifiable net assets acquired and liabilities assumed: | ||||
| Tai Chuang | ||||
| VGwatt Energy | Energy Co., | |||
| Co., Ltd. |
Ltd. | |||
| Cash and cash equivalents | $ | 24,977 | 936 | |
| Accounts receivable and other receivables | 4,438 | - | ||
| Inventory | 21,103 | - | ||
| Other current assets | 3,798 | - | ||
| Property, plant, and equipment | 549 | - | ||
| Other non-current assets | 580 | 14 | ||
| Contract liabilities - current | (9,520) | - | ||
| Accounts payable and other payables | (7,050) | (1) | ||
| Current tax liabilities | (3,670) | - | ||
| Other current liabilities | (51) | - | ||
| Long-term loans | (8,233) | - | ||
| Total | $ | 26,921 | 949 |
-
The fair value of identifiable net assets acquired and liabilities assumed:
-
Goodwill
The goodwill recognized as a result of the acquisition is as follows:
| Goodwill The goodwill recognized as a result of the acquisition is |
as follows: | as follows: |
|---|---|---|
| Transfer Consideration More: Non-controlling interest |
VGwatt Energy Co., Ltd. Tai Chuang Energy Co., Ltd. $ 26,025 949 26,921 - |
|
| 949 - |
280
Less: Fair value of identifiable net assets (52,946) (949) $ - -
-
(X) Change of ownership interest in subsidiaries
-
The changes in the Consolidated Company's interest in subsidiaries in 2022 and 2021 transactions without changing control of subsidiaries are as follows:
- The Consolidated Company did not subscribe for the cash capital increase equity of Billion Watts Technologies Co., Ltd. in accordance with the shareholding ratio in May 2022, resulting in the shareholding ratio decreasing from 66.49% to 64.58%.
In September 2022, the Consolidated Company reduced its shareholding from 64.58% to 64.48% by disposing of 0.1% of its shareholding in Billion Watts Technologies Co., Ltd.
The Consolidated Company did not subscribe for the cash capital increase equity of Billion Watts Technologies Co., Ltd. in accordance with the shareholding ratio in October 2022, resulting in the shareholding ratio decreasing from 76.88% to 74.99%.
In February 2021, the shareholding ratio of the Consolidated Company decreased from 71.82% to 66.49% due to the Consolidated Company's failure to subscribe for the cash capital increase option of Billion Watts Technologies Co., Ltd. according to the shareholding ratio and the recognition of cash capital increase new shares of Billion Watts Technologies Co., Ltd. by the subsidiaries' employees.
BEC Technologies Inc., a subsidiary of the Combined Company, did not subscribe to Avantek Systems PTE on a pro rata basis in October and November 2022. LTD cash increase equity, resulting in a reduction in shareholding ratio from 76.88% to 74.99%.
- (XI) Loss of control over subsidiary
The Company signed an equity transfer contract with Hou Ju Energy Technology Corporation in September 2022 and the transfer was completed on October 3, 2022. The Company sold all the equity of its subsidiary Shengqun Energy Storage Technology Co., Ltd. for NT$ 23,452 and lost control over Shengqun after the delivery date.
The Company entered into an agreement on July 22, 2021 to become a subsidiary (Hong Kong) EGBillion Co., Ltd. The Company completed the disposal in August 2021 and lost control of the subsidiary.
281
1. Consideration received
| Cash and cash equivalents 2. Assets and liabilities out of control Net assets disposed 3. Profit from disposal of subsidiary Consideration received Net assets disposed Cumulative exchange difference of reclassification of net assets of subsidiaries from equity to profit or loss due to loss of control over subsidiary Profit from disposal of subsidiary 4. Net cash inflow from disposal of subsidiary Consideration received in cash Less: The disposal of investment funds has been received in advance Less: Cash disposed of and cash in exchange |
2022 Billion Energy Storage Technologies Co., Ltd. $ 23,452 |
2021 (Hong Kong) EG-Billion Co., Ltd. 267,768 (Hong Kong) EG-Billion Co., Ltd. |
|---|---|---|
| Billion Energy Storage Technologies Co., Ltd. $ 1,286 |
||
| 157,873 | ||
| Billion Energy Storage Technologies Co., Ltd. $ 23,452 (1,286) - |
(Hong Kong) EG-Billion Co., Ltd. |
|
| 267,768 (157,873) (46,149) 63,746 |
||
| $ 22,166 |
||
| Billion Energy Storage Technologies Co., Ltd. $ 23,452 - (155) |
(Hong Kong) EG-Billion Co., Ltd. |
|
| 267,768 (182,902) - 84,866 |
||
| $ 23,297 |
282
(XII) Property, plant, and equipment
The cost and depreciation changes of the Consolidated Company's real estate, plant, and equipment are detailed as follows:
| Costs: De Bo Balance on January 1, 2022 Addition Reclassification Disposal Effect of changes in currency exchange rate Consolidation subject change Balance as of December 31, 2022 Balance on January 1, 2021 Addition Reclassification Effect of changes in currency exchange rate Disposal Balance as of December 31, 2021 preciation: Balance on January 1, 2022 Current Depreciation Reclassification Disposal Effect of changes in currency exchange rate Balance as of December 31, 2022 Balance on January 1, 2021 Current Depreciation Reclassification Effect of changes in currency exchange rate Disposal Balance as of December 31, 2021 ok value: December 31, 2022 December 31, 2021 |
Land | Building | Machinery and equipment Transportation facilities Office equipment |
Other equipment |
Construction in progress and equipment to be inspected |
|---|---|---|---|---|---|
| $ 200,300 164,788 289,762 7,565 33,721 217,878 14,661 928,675 |
|||||
| $ 194,062 158,364 313,082 7,215 31,341 46,303 - 750,367 - 926 9,084 886 489 28,599 - 39,984 4,997 (1,126) - - - - - 3,871 (202) (820) - (16) (107) - - (1,145) - - (2,949) (1,805) (488) (786) - (6,028) |
|||||
| $ 198,857 157,344 319,217 6,280 31,235 74,116 - 787,049 |
|||||
| $ - 52,303 78,312 5,066 28,968 43,840 - 208,489 - 4,188 13,369 398 811 9,826 - 28,592 - - - - - (117) - (117) - - (15,450) - (904) (512) - (16,866) - 928 - 116 719 - - 1,763 |
|||||
| $ - 57,419 76,231 5,580 29,594 53,037 - 221,861 |
|||||
| $ - 48,840 66,494 5,991 28,823 41,383 - 191,531 - 3,463 14,767 373 733 3,243 - 22,579 - 115 - - - - - 115 - (115) - (16) (100) - - (231) - - (2,949) (1,282) (488) (786) - (5,505) |
|||||
| $ - 52,303 78,312 5,066 28,968 43,840 - 208,489 |
|||||
| $ 200,300 107,369 213,531 1,985 4,127 164,841 14,661 706,814 $ 198,857 105,041 240,905 1,214 2,267 30,276 - 578,560 |
Please refer to Note 8 for the details of long-term and short-term borrowings and financing line guarantees by the Consolidated Company on December 31, 2022 and 2021.
283
(XIII) Right-of-use assets
Changes in the cost and depreciation of land, housing and building, and transport equipment leased by the Consolidated Company are as follows:
| Costs of right-of-use assets: Balance on January 1, 2022 Addition Decrease Consolidation subject change Balance as of December 31, 2022 Balance on January 1, 2021 Addition Decrease Balance as of December 31, 2021 Depreciation of right-of-use assets: Balance on January 1, 2022 Current Depreciation Current Decrease Consolidation subject change Balance as of December 31, 2022 Balance on January 1, 2021 Current Depreciation Current Decrease Balance as of December 31, 2021 Book value: December 31, 2022 December 31, 2021 |
Land Housing and building Machinery and equipment Transportation facilities Office equipment Total |
Land Housing and building Machinery and equipment Transportation facilities Office equipment Total |
|---|---|---|
| $ 1,723 69,692 466 7,709 - 79,590 372,168 2,556 - 3,041 251 378,016 - (8,870) - (1,877) - (10,747) (34,403) - - - - (34,403) |
||
| $ 339,488 63,378 466 8,873 251 |
412,456 | |
$ - 26,567 114 6,005 - 1,723 43,125 352 3,682 - - - - (1,978) - |
32,686 48,882 (1,978) |
|
| $ 1,723 69,692 466 7,709 - |
79,590 | |
| $ 69 9,396 100 2,966 - 12,531 3,263 5,465 155 2,268 70 11,221 - (1,897) - (1,877) - (3,774) (521) - - - - (521) |
||
| $ 2,811 12,964 255 3,357 70 |
19,457 | |
| $ - 3,713 3 2,499 - 69 5,683 97 2,445 - - - - (1,978) - |
6,215 8,294 (1,978) |
|
| $ 69 9,396 100 2,966 - |
12,531 | |
| $ 336,677 50,414 211 5,516 181 392,999 $ 1,654 60,296 366 4,743 - 67,059 |
(XIV) Investment property
Investment property includes land, houses and buildings held by the Consolidated Company. The lease period of investment property under lease is from two to five years and the lessees do not have a preferential purchase right at the expiration of the lease period.
| Costs or deemed costs: Balance on January 1, 2022 Reclassification roll-in Balance as of December 31, 2022 Balance on January 1, 2021 Reclassification roll-in Reclassification roll-out Balance as of December 31, 2021 |
Land $ 43,393 - |
Housing and building 25,015 119 |
Total 68,408 119 |
|---|---|---|---|
| $ 43,393 |
25,134 | 68,527 | |
| $ 48,390 - (4,997) |
23,889 1,126 - |
72,279 1,126 (4,997) 68,408 |
|
| $ 43,393 |
25,015 |
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284
(Continued from previous page)
| Depreciation: Balance on January 1, 2022 Current year depreciation Balance as of December 31, 2022 Balance on January 1, 2021 Current year depreciation Reclassification Balance as of December 31, 2021 Book amount: December 31, 2022 December 31, 2021 Fair value: December 31, 2022 December 31, 2021 |
Land $ - - |
Housing and building 7,399 448 |
Housing and building 7,399 448 |
Total 7,399 448 |
|---|---|---|---|---|
| $ - |
7,847 | 7,847 | ||
| $ - - - |
7,009 505 (115) |
7,009 505 (115) |
||
| $ - |
7,399 | 7,399 | ||
| $ 43,393 |
17,287 | 60,680 | ||
| $ 43,393 |
17,616 | 61,009 | ||
| $ 90,254 |
||||
| $ 91,006 |
The fair value of investment properties has not been evaluated by independent evaluators, and is only evaluated by the management of the Company with reference to the existing lease contracts and the market evidence of the transaction price of neighbouring similar property.
As of December 31, 2022 and 2021, the above investment property has been provided as a guarantee for the financing line. Please refer to Note 8 for details.
(XV) Other current assets and other non-current assets
Other current and non-current assets of the Consolidated Company are detailed as follows:
| Liquid Prepayment Prepaid fees Overpaid tax retained for offsetting future tax payable Miscellaneous Total Non-current Prepaid equipment Refundable deposits Long-term prepaid fees Total |
2022.12.31 $ 27,460 8,629 20,157 1,086 |
2021.12.31 25,995 7,156 650 - |
|---|---|---|
| $ 57,332 |
33,801 | |
| $ 10,951 19,530 170 |
28,362 6,399 972 35,733 |
|
| $ 30,651 |
285
(XVI) Short-term notes and bills payable
Details of short-term notes payable by the Consolidated Company are as follows:
2022.12.31
| 2022.12.31 | ||
|---|---|---|
| Commercial paper payable Less: discount on short-term notes and bills payable Total |
Guaranty or acceptance institution Interest Rate **Range ** |
Amount $ 6,200 (24) $ 6,176 |
| International Bills Finance Co., Ltd. 1.78% |
No short-term notes payable on December 31, 2021.
- (XVII) Short-term loans
The short-term loans of the Consolidated Company are detailed as follows:
| Secured bank loans Unused limit Interest Rate Range |
2022.12.31 $ 262,619 |
2021.12.31 |
|---|---|---|
| 327,360 | ||
| $ 692,323 1.78%-2.325% |
366,500 | |
| 1.33%-1.85% |
Please refer to Note 8 for details of the Consolidated Company's pledge of assets for bank loans. (XVIII) Long-term loans
| No secured bank loans Secured bank loans Less: Part due within one year Total |
2022.12.31 | 2022.12.31 | ||
|---|---|---|---|---|
| Currency | Interest Rate Range (%) |
Maturity year | Amount |
|
NTD NTD |
2.175% 2.18%~3.95% |
118 114-120 |
$ 22,000 94,327 (30,152) |
|
| $ 86,175 |
| Secured bank loans Less: Part due within one year Total |
2021.12.31 | 2021.12.31 | ||
|---|---|---|---|---|
| Currency | Interest Rate Range (%) |
Maturity year | Amount |
|
NTD |
1.72%~1.85% |
117-124 |
$ 87,197 (8,841) |
|
| $ 78,356 |
Please refer to Note 8 for details of the Consolidated Company's pledge of assets for bank loans.
286
(XIX) Lease liabilities
| Lease liabilities | Lease liabilities | Lease liabilities |
|---|---|---|
| The book amounts of the Consolidated Company's lease liabilities are as follows: 2022.12.31 2021.12.31 Liquid $ 18,186 6,955 Non-current $ 376,607 59,943 For maturity analysis, please refer to Note 6(30) Financial Instruments. The amounts recognized to profit and loss are as follows: The amounts recognized in the cash flow statement are as follows: 2022 2021 Total cash outflows from leases $ 16,563 13,244 2022 2021 Interest expense on lease liabilities $ 2,115 741 Changes in lease not included in the measurement of lease liabilities $ 1,747 1,639 Short-term rental expense $ 3,031 1,883 Charges on low-value leasehold assets (excluding low-value leases on short-term leases) $ 315 580 |
||
| 6,955 59,943 |
||
| $ 376,607 |
||
| 2021 | ||
| 741 | ||
| $ 1,747 |
1,639 | |
| $ 3,031 |
1,883 580 |
|
| $ 315 |
||
| 2021 | ||
| 13,244 |
- Rental of housing and building and transport equipment
The Consolidated Company leases the land for energy storage project, and the lease period is ten to sixteen years and six months.
The Consolidated Company leases houses and building roofs for the construction of solar power plants for a period of twenty years.
The Consolidated Company leases houses, buildings and transportation equipment for general operating activities, usually for a period of two to ten years.
- Other leases
The Consolidated Company leases office equipment, etc., and such leases are short-term and lowvalue leases. The Consolidated Company chooses to apply the exemption recognition provisions instead of recognizing the relevant right-of-use assets and lease liabilities.
287
(XX) Provision for liabilities - current
Subsidy for equity transaction
| 2022.12.31 $ 9,585 |
2021.12.31 |
|---|---|
| 9,426 |
Due to operational needs and for the purpose of revitalizing asset utilization, on August 3, 2017, the Board of Directors approved the resolution for the Consolidated Company to sell 70% of its shares in EG-Billion Electronics (Dongguan) Co., Ltd. to HCR Technology (Hong Kong) Ltd. The equity
disposal transaction was completed in November 2018, except that EG-Billion Electronics (Dongguan) Co., Ltd. was still in negotiations with Shizuo Town Industrial Development Co., Ltd. over the integrated service fees.
In December 2019, (Hong Kong) EG-Billion Co., Ltd. and HCR Technology (Hong Kong) Ltd. reached a supplementary agreement on the contents of the above agreement. The maximum amount of the above compensation shall not exceed RMB 2,170 thousand. The disposal of (Hong Kong) EGBillion Co., Ltd. will be completed by the Company in August 2021, so the change for equity transactions will be borne by the Company.
(XXI) Employee benefits
- Defined Benefit Plans
The adjustment between the present value of welfare obligations and the fair value of plan assets determined by the Consolidated Company is as follows:
| Present value of defined benefit obligations Fair value of plan assets Net defined benefit liabilities |
2022.12.31 $ 38,773 (22,133) |
2021.12.31 |
|---|---|---|
| 40,812 (18,991) 21,821 |
||
| $ 16,640 |
(1) Plan assets composition
The pension funds allocated by the Consolidated Company under the Labor Standard Method shall be under the overall management of the Labor Fund Utilization Bureau of the Ministry of Labor (hereinafter referred to as Labor Fund Bureau). According to the "Measures for the Preservation and Utilization of the Income and Expenditure of the Labor Pension Fund", the minimum return of the annual distribution of the final accounts of the fund shall not be less than the return calculated on the two-year fixed deposit rate of the local bank.
As of the reported date, the balance of the special account of the Bank of Taiwan for labor retirement reserve of the Consolidated Company is NT$22,135. For information on the asset management of the Labour Pension Fund, including the fund yield and fund asset allocation, please refer to the website of the Labor Fund Utilization Bureau of the Ministry of Labour.
288
(2) Changes in present value of defined benefit obligations
The present value changes of the Consolidated Company's benefit obligations in 2022 and 2021 are determined as follows:
| The present value of the benefit obligation is determined as of January 1 Current service cost and interest Long-service bonuses Net defined benefit liability remeasure - Actuarial losses arising from changes in financial assumptions - Actuarial benefit of experience adjustment Benefits to be paid The present value of the benefit obligation is determined as of December 31 |
2022 $ 40,812 462 9 (3,370) 885 (25) |
2021 41,765 412 35 (313) (1,012) (75) |
|---|---|---|
| $ 38,773 |
40,812 | |
- (3) Changes in fair value of plan assets
The changes in the fair value of the assets of the Consolidated Company's defined benefit plan for 2022 and 2021 are as follows:
| Fair value of plan assets as of January 1 Interest income Net defined benefit liability remeasure - Return on planned assets (excluding current interest) Amount already allocated to the plan Fair value of plan assets as of December 31 |
2022 $ 18,991 111 1,493 1,538 |
2021 18,364 81 288 258 18,991 |
|---|---|---|
| $ 22,133 |
(4) Expenses recognized as profit or loss
Details of costs and expenses reported by the Consolidated Company for 2022 and 2021 are as follows:
| as follows: | ||
|---|---|---|
| Current service cost Net interest on net defined benefit liabilities |
2022 $ 227 124 |
2021 229 102 331 |
| $ 351 |
289
- (5) Remeasurement of net definable benefit liabilities admitted as other comprehensive gains and losses
The cumulative pre-tax remeasurement of the Consolidated Company's net defined benefit liabilities to other comprehensive income and loss is as follows:
| Accumulated balance as of January 1 Recognized in the current period Accumulated balance as of December 31 |
2022 $ 11,026 3,978 |
2021 9,413 1,613 11,026 |
|---|---|---|
| $ 15,004 |
- (6) Actuarial assumptions
The significant actuarial assumptions used by the Consolidated Company to determine the
| present value of its benefit obligations at the close of financial reporting date are as follows: | present value of its benefit obligations at the close of financial reporting date are as follows: | present value of its benefit obligations at the close of financial reporting date are as follows: |
|---|---|---|
| 2022.12.31 | 2021.12.31 | |
| Discount rate | 1.56% | 0.58% |
| Rate of future wage increases | 1.50% | 1.50% |
The Consolidated Company expects to make a provision of NT$1,549 to the defined benefit plan for one year after the reporting date of 2022.
The weighted average duration of defined benefit plans was 8.9 years.
- (7) Sensitivity Analysis
The impact of changes in the major actuarial assumptions applicable on December 31, 2022
and 2021 on the determination of the present value of benefit obligations is as follows:
| December 31, 2022 Discount rate (change 0.50%) Future salary (change 0.50%) December 31, 2021 Discount rate (change 0.50%) Future salary (change 0.50%) |
Implications for determining the present value of welfare obligations Assumed reduction Assumed addition $ 1,634 (1,736) (1,626) 1,711 2,085 (1,950) (1,925) 2,036 |
|---|---|
Assumed reduction $ 1,634 (1,626) 2,085 (1,925) |
The above sensitivity analysis is based on the analysis of the effect of changes in a single hypothesis when other hypotheses remain constant. In practice, many assumptions may change in tandem. The sensitivity analysis is consistent with the method used to calculate the net defined benefit liability of the balance sheet.
290
The methods and assumptions used in the preparation of sensitivity analysis in this period are the same as in the previous period.
2. Defined contribution plans
The defined contribution plan of the Consolidated Company shall be made to the employees' pension Individual account of the Labour Insurance Bureau at the rate of 6% of the employees' monthly wages as stipulated in the employees' Pension Ordinance. There is no statutory or constructive obligation to pay any additional amount after the amount drawn by the Company under this plan has been paid to the Bureau of Labour Insurance.
The subsidiary of the Consolidated Company, BEC Technologies Inc. has a defined contribution retirement plan that provides for a percentage of employees' salaries to be contributed to their pensions.
Subsidiaries located in other regions make their contributions in accordance with the local laws and regulations.
The pension expenses under the Consolidated Company's determinate Pension Scheme for 2022 and 2021 are NT$7,623 and NT$7,058 respectively, which have been allocated to the Labour Insurance Bureau.
(XXII) Income tax
- Income tax expense
The Consolidated Company's 2022 and 2021 income tax expense details are as follows:
| Current income tax expense Generated in the current period Additional income tax on undistributed earnings Tax refund for overseas funds returned to Taiwan Adjust the current income tax of the previous period Deferred income tax Occurrence and reversal of temporary differences Income tax expense |
2022 | 2021 |
|---|---|---|
| $ 17,553 598 (160) (468) |
47,919 12 - (131) |
|
| 17,523 | 47,800 | |
| (1,720) | (8,366) 39,434 |
|
| $ 15,803 |
291
The income tax expense of the Consolidated Company for 2022 and 2021 as recognized under other comprehensive income and loss is as follows:
| other comprehensive income and loss is as follows: | ||
|---|---|---|
| Items not classified to profit or loss: Re-measurement of defined benefit plan Items that may be subsequently reclassified to profit or loss: Exchange differences on translating the financial statements of foreign operations |
2022 $ (796) |
2021 (323) |
| $ (4,570) |
(8,115) | |
Adjustment of the relationship between income tax expense and pre-tax net profit of the Consolidated Company in 2022 and 2021 is as follows:
| Net profit before tax Income tax based on the domestic tax rate of the Company's location The return of overseas funds to Taiwan is subject to separate taxation Current taxable loss on deferred income tax assets not recognized Income exemption Capital gains tax on indirect equity transfer Changes in temporary differences not recognized Early overvaluation Additional income tax on undistributed earnings Effect of different tax rates on the consolidated entities Income tax expense |
2022 $ 66,669 |
2021 74,958 |
|---|---|---|
| $ 13,334 (160) 1,782 (3,873) - 4,819 (509) 598 (188) |
14,992 - 397 (4,790) 14,158 14,755 (131) 12 41 39,434 |
|
| $ 15,803 |
2. Deferred income tax assets and liabilities (1) Deferred income tax assets are not recognized
| Deductible temporary difference Expected credit impairment losses Impairment losses Loss carry forward |
2022 $ 159,960 13,234 10,897 |
2021 159,960 13,234 1,984 175,178 |
|---|---|---|
| $ 184,091 |
292
(2) Recognized deferred tax assets and liabilities
Changes in deferred tax assets and liabilities for 2022 and 2021 are as follows: Deferred income tax assets:
| 2022 Beginning balance De Debit/credit co income statement bit/credit in other mprehensive income statements Ending Balance Defined retirement benefit plan $ 4,446 (237) (796) 3,413 Exchange differences on translating the financial statements of foreign operations Unrealized gross margin 4,351 4,243 - 927 (4,351) - - 5,170 Loss on inventory write- down 2,700 3,649 - 6,349 Unrealized loss on exchange 552 (552) - - $ 16,292 3,787 (5,147) 14,932 2021 Beginning balance Debit/credit income statement Debit/credit in other comprehensive income statements Miscellaneous Ending Balance Defined retirement benefit plan $ 4,755 14 (323) - 4,446 Exchange differences on translating the financial statements of foreign operations 11,900 - (8,115) 566 4,351 Unrealized gross margin 3,970 273 - - 4,243 Loss on inventory write-down 2,609 91 - - 2,700 Unrealized loss on exchange 1,240 (688) - - 552 Unrealized loss on financial instruments 47 (47) - - - Loss carry forward 26,638 (26,638) - - - $ 51,159 (26,995) (8,438) 566 16,292 |
2022 | 2022 | 2022 | 2022 | 2022 | 2022 | 2022 | 2022 | 2022 | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Beginning balance $ 4,446 4,351 4,243 2,700 552 $ 16,292 |
De Debit/credit co income statement bit/credit in other mprehensive income statements Ending Balance |
||||||||||||
| - | (237) 927 3,649 (552) |
- - |
(796) (4,351) - (5,147) |
3,413 - 5,170 6,349 - 14,932 |
3,413 - 5,170 6,349 - |
||||||||
| 16,292 | 3,787 | ||||||||||||
| 2021 | |||||||||||||
| Beginning balance |
Debit/credit income statement Debit/credit in other comprehensive income statements |
Miscellaneous |
Ending Balance |
||||||||||
| $ 4,755 11,900 3,970 2,609 1,240 47 26,638 |
14 - 273 91 (688) (47) (26,638) (26,995) |
(323) (8,115) - - - - - (8,438) |
- 566 - - - - - 566 |
- - |
4,446 4,351 4,243 2,700 552 |
||||||||
| $ 51,159 |
16,292 |
293
2022
Deferred income tax liabilities:
| 2022 | 2022 | ||||
|---|---|---|---|---|---|
| Income from foreign investment Exchange differences on translating the financial statements of foreign operations Unrealized gain on exchange Income from foreign investment Unrealized gain on exchange |
Beginning balance |
Debit/credit income statement Debit/credit in other comprehensive income statements 460 - - 219 1,607 - |
Ending Balance 28,706 219 1,607 30,532 |
||
| $ 28,246 - - |
|||||
| $ 28,246 |
2,067 219 |
||||
| 2021 | |||||
| Beginning balance |
Debit/credit income statement (35,216) (145) |
Debit/credit in other comprehensive statements |
Ending Balance 28,246 - 28,246 |
||
| $ 63,462 145 |
- - - |
||||
| $ 63,607 |
(35,361) |
3. Income Tax Approval
The income tax settlement declaration of the Company's profit-making business has been approved by the tax collecting authority until 2020.
(XXIII) Capital and other equity
1. Issue of common stock
On December 31, 2022 and 2021, the total rated capital stock of the Company is NT$1,500,000 and 12,350 thousand shares are reserved for the use of certificates of interest at NT$10 each for 150,000 thousand shares. The aforementioned total rated capital stock includes 99,697 thousand and 98,856 thousand ordinary shares issued respectively. All issued shares have been received.
In 2022, the Company will issue 962 thousand new shares at par value due to the exercise of the employee stock warrants, with a total amount of NT$9,615, of which 841 thousand shares have completed the legal registration procedures, and all the shares issued have been collected.
294
2. Capital surplus
The balance of the Company's capital reserve is as follows:
| Premium on issuance of shares Treasury share transactions Treasury share transactions (transfer of employee stock options) Difference between actual acquisition or disposal of equity interest in a subsidiary and its carrying value Recognition of changes in all equity in subsidiaries The number of changes in the net equity value of subsidiaries and associates Consolidated overdraft Employee stock options Income received from gifts |
2022.12.31 $ 245,628 5,929 18,851 21,747 2,336 32 8,173 3,853 1,890 |
2021.12.31 240,271 5,929 18,839 21,700 - - 8,173 4,487 1,890 301,289 |
|---|---|---|
| $ 308,439 |
According to the Company Law, after the capital reserve is required to cover the loss preferentially, the realized capital reserve may be issued to new shares or cash in proportion to the original shares of the shareholders. The realized capital reserve referred to in the preceding paragraph includes the excess from issuing shares in excess of par value and the income from receiving gifts. In accordance with the guidelines for the treatment of issuers' offering and issuance of marketable securities, the total amount of the capital reserve appropriated for replenishment shall not exceed 10% of the paid-in capital.
3. Retained earnings
According to the Articles of Incorporation of the Company, after paying all taxes and dues according to law and making up for accumulated losses, 10% of the remaining profit of the Company after annual closing of the books shall be appropriated as the legal surplus reserve; where such legal surplus reserve amounts to the total paid-in capital of the Company, this provision shall not apply; the remainder shall be used to appropriate or reverse the special surplus reserve. If there is still remaining balance, the board of directors shall draw up an earnings distribution proposal on the balance and the accumulated undistributed earnings, and submit it to the shareholders’ meeting.
The Company's dividend policy, in line with the current and future development plan, the investment environment, capital needs and domestic and foreign competition, and taking into account the shareholders' interests and other factors, is that the annual allocation of distributable earnings shall not be less than 10% of the distribution of shareholders' dividends, except that when the accumulated distributable earnings is less than 5% of the paid-in share capital, it may not be distributed; at the time of distribution of shareholders' dividends, the proportion of cash dividends in the shareholders' dividends distributed in the current year shall be not less than 5% of the total annual distribution of dividends, and the remaining cash dividends shall be distributed in the form of share dividends, but the actual distribution ratio shall be adjusted according to the actual profit and operating conditions of the current year.
295
- (1) Legal surplus reserve
If the Company has no losses, it may, by resolution of the shareholders' meeting, issue new shares or cash out of the statutory surplus, provided that the surplus exceeds 25% of the paidin capital.
- (2) Special surplus reserves
When the Company first adopted IFRs approved by the Financial Regulatory Commission, the unrealised revaluation appreciation under shareholders' equity, the cumulative conversion adjustment (interest) and the classification of the assets in the accounts as "investment real estate" on the conversion date due to the selection of the exempted items under IFRS No. 1 "First Adoption of IFRS", If the fair value of the conversion date is taken as the recognized cost to increase the retained surplus, the same amount of special surplus reserve may be set aside in accordance with the Financial Regulatory Commission's Order No. 1010012865 issued on April 6, 2012, and surplus may be redistributed in proportion to the original special surplus reserve when the relevant assets are used, disposed of or reclassified.
In accordance with the regulations of the Financial Regulatory Commission, when distributing distributable surplus, the Company shall set aside a special surplus reserve from the current profit and loss and the undistributed surplus of the previous period for the net deduction of other shareholders' equity in the accounts of the current year; The amount of other shareholders' equity deduction accumulated in the previous period shall not be distributed the special surplus reserve of the same amount drawn from the undistributed surplus of the previous period. If there is any subsequent reversal of the amount of other shareholders' equity reduction, the surplus may be distributed in the reversal.
- (3) Earnings Distribution
No dividend will be distributed to owners in the 2021 and 2020 earnings distributions as approved by the Annual Shareholders' Meeting on June 9, 2022 and August 20, 2021 respectively.
296
4. Treasury shares
The changes of the Company's Treasury shares in 2022 and 2021 are detailed as follows:
| Beginning balance Repurchase in the current year Transferred to Group's employees in the current year Ending Balance |
2022 Transfer of shares to employees (thousand shares) Transfer of shares to employees (thousand NTD) 1,038$ 23,017 168 3,181 (15) (285) 1,191 $ 25,913 |
2021 Transfer of shares to employees (thousand shares) Transfer of shares to employees (thousand NTD) 100 2,145 1,900 39,169 (962) (18,297) 1,038 23,017 |
|---|---|---|
1,191 |
The number of uncancelled Treasury shares of the Company on December 31, 2022 and 2021 is 1,191 thousand and 1,038 thousand, respectively. The Treasury shares held by the Company shall not be pledged in accordance with the provisions of the Securities Exchange Law, and shall not enjoy the rights of shareholders before transfer.
- Other equity (net of tax)
| January 1, 2022 Net profit of the term The exchange difference resulting from the conversion of the net assets of the foreign operating institution Difference between actual acquisition or disposal of equity interest in the Company and its carrying value Change of ownership interest in subsidiaries Share-based payment transactions Cash capital increase Cash dividends Miscellaneous |
Exchange differences on translating the financial statements of foreign operations $ (24,358) - 18,278 - - - - - - |
Unrealized appraisal gains and losses on financial assets measured at fair value through other comprehensive gains and losses |
Unrealized appraisal gains and losses on financial assets measured at fair value through other comprehensive gains and losses |
Non- controlling interest Total 61,994 (3,856) 10,961 10,961 2,047 20,325 213 213 48,725 48,725 1,401 1,401 7,670 7,670 (2,629) (2,629) 22,021 22,021 |
|---|---|---|---|---|
(41,492) - - - - - - - - |
( |
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(Continued from previous page)
| Balance as of December 31, 2022 January 1, 2021 Net profit of the term The exchange difference resulting from the conversion of the net assets of the foreign operating institution Share of the conversion difference between associates using the equity method Dispose of foreign operating institutions Change of ownership interest in the Company Share-based payment transactions Cash dividends Balance as of December 31, 2021 |
Exchange differences on translating the financial statements of foreign operations $ (6,080) |
Unrealized appraisal gains and losses on financial assets measured at fair value through other comprehensive gains and losses Non- controlling interest Total (41,492) 152,403 104,831 (41,492) 31,980 (68,475) - 8,520 8,520 - (269) (12,925) - - 1,112 - - 46,149 - 21,948 21,948 - 1,727 1,727 - (1,912) (1,912) (41,492) 61,994 (3,856) |
Unrealized appraisal gains and losses on financial assets measured at fair value through other comprehensive gains and losses Non- controlling interest Total (41,492) 152,403 104,831 (41,492) 31,980 (68,475) - 8,520 8,520 - (269) (12,925) - - 1,112 - - 46,149 - 21,948 21,948 - 1,727 1,727 - (1,912) (1,912) (41,492) 61,994 (3,856) |
Unrealized appraisal gains and losses on financial assets measured at fair value through other comprehensive gains and losses Non- controlling interest Total (41,492) 152,403 104,831 (41,492) 31,980 (68,475) - 8,520 8,520 - (269) (12,925) - - 1,112 - - 46,149 - 21,948 21,948 - 1,727 1,727 - (1,912) (1,912) (41,492) 61,994 (3,856) |
Unrealized appraisal gains and losses on financial assets measured at fair value through other comprehensive gains and losses Non- controlling interest Total (41,492) 152,403 104,831 (41,492) 31,980 (68,475) - 8,520 8,520 - (269) (12,925) - - 1,112 - - 46,149 - 21,948 21,948 - 1,727 1,727 - (1,912) (1,912) (41,492) 61,994 (3,856) |
Unrealized appraisal gains and losses on financial assets measured at fair value through other comprehensive gains and losses Non- controlling interest Total (41,492) 152,403 104,831 (41,492) 31,980 (68,475) - 8,520 8,520 - (269) (12,925) - - 1,112 - - 46,149 - 21,948 21,948 - 1,727 1,727 - (1,912) (1,912) (41,492) 61,994 (3,856) |
|---|---|---|---|---|---|---|
- - - - - - - |
(41,492) (41,492) - - (41,492) |
104,831 | ||||
| $ (58,963) - (12,656) 1,112 46,149 - - - |
(68,475) 8,520 (12,925) 1,112 46,149 21,948 1,727 (1,912) (3,856) |
|||||
| $ (24,358) |
(3,856) | |||||
(XXIV) Share-based payment
- As of December 31, 2022, the Company had the following three share base payment transactions:
| Grant date Grant quantity Execution price (NTD) Contract Period Vesting Conditions |
First employee stock option Second employee stock option Third employee stock option |
|---|---|
| 2020.08 2021.03 2021.06 2,559 130 111 12.6 23.45 22.65 5 years 5 years 5 years At the end of two years, according to the specific schedule and proportion At the end of two years, according to the specific schedule and proportion At the end of two years, according to the specific schedule and proportion |
298
Measurement parameters of fair value at the date of grant
The Company adopts the option evaluation model to estimate the fair value of employee stock options at the date of grant, the assumptions and fair value are summarized as follows:
==> picture [430 x 36] intentionally omitted <==
----- Start of picture text -----
First employee Second employee Third employee
stock option stock option stock option
Stock price on date of $ 12.60 23.45 22.65
----- End of picture text -----
| Stock price on date of $ |
12.60 | 23.45 | 22.65 | |||
|---|---|---|---|---|---|---|
| granting | ||||||
| Execution price | 12.60 | 23.45 | 22.65 | |||
| Expected price volatility | 39.54% | 50.02% | 52.06% | |||
| Expected duration | 3.5~4.5 | 3.5~4.5 | 3.5~4.5 | |||
| (years) | ||||||
| Expected dividend rate | - | % | - | % | - | % |
| Risk-free interest rate | 0.5130% | 0.0970% | 0.1320% |
Information about the employee stock option plan
(in thousand of units)
| Shares outstanding as of January 1 Amount granted in the current period Amount lost in the current period Amount executed in the current period Shares outstanding as of December 31 Executable quantity as of December 31 |
2022 Weighted average performance price (NTD) Number of warrants $ 13.49 2,579 - - 12.60 (100) 12.60 (962) 14.11 1,517 12.60 159 |
2021 Weighted average performance price (NTD) Number of warrants 12.60 2,554 23.08 241 13.70 (216) - - 13.49 2,579 - - |
2021 Weighted average performance price (NTD) Number of warrants 12.60 2,554 23.08 241 13.70 (216) - - 13.49 2,579 - - |
|---|---|---|---|
| Weighted average performance price (NTD) 12.60 23.08 13.70 - 13.49 - |
|||
2,579 - |
|||
The Company's outstanding stock options are as follows:
| Execution price range (NTD) Weighted average remaining contract period (years) |
2022.12.31 2021.12.31 $12.60~$23.45 $12.60~$23.45 2.61~3.47 3.61~4.47 |
2021.12.31 |
|---|---|---|
299
Employee expenses
| Employee expenses | ||
|---|---|---|
| Expenses incurred due to employee warrants | 2022 $ 2,658 |
2021 3,352 |
- The Company's stock payment basis Treasury stock transfer employee information in August 2022 and August 2021 is as follows:
Measurement parameters of fair value at the date of grant
| Stock price on date of granting Execution price Expected volatility Expected duration Risk-free interest rate |
2022 $ 19.10 19.02 42.370% 0.05 to 0.53 years 1.220% |
2021 21.30 19.02 42.564% 22 days 0.132% |
|---|---|---|
Information on transfer of treasury shares
The Company transferred 40 thousand Treasury shares and 962 thousand Treasury shares to employees in 2022 and 2021, respectively.
| Shares outstanding as of January 1 Amount granted in the current period Amount executed in the current period Shares outstanding as of December 31 Executable quantity as of December 31 |
2022 2021 Weighted average exercise price Number of shares (thousands) Weighted average exercise price Number of shares (thousands) $ - - - - 19.02 40 19.02 962 19.02 (15) 19.02 (962) 19.02 25 19.02 - 25 - |
|---|---|
| Weighted average exercise price Number of shares (thousands) Weighted average exercise price |
|
| $ - - - 19.02 40 19.02 19.02 (15) 19.02 19.02 25 19.02 25 |
The weighted average share price of treasury stocks transferred by the Company in 2022 and 2021 was NT$1.81 and NT$2.43, respectively.
The expenses incurred by the Consolidated Company in 2022 and 2021 due to the transfer of treasury shares paid on a share basis were NT$72 and NT$2,338 respectively.
300
- In October 2022 and February 2021, the following two share base payment transactions occurred in the consolidated subsidiary Billion Watts Technologies Co., Ltd.:
| Grant date Grant quantity Execution price (NTD) Contract Period Vesting Conditions |
First employee stock option warrants The second cash seasoned equity offering is reserved for employee subscription 2022.10 2021.2 700 914 $23 15 1 year 5 years Immediate acquisition Immediate acquisition |
First employee stock option warrants The second cash seasoned equity offering is reserved for employee subscription 2022.10 2021.2 700 914 $23 15 1 year 5 years Immediate acquisition Immediate acquisition |
|---|---|---|
2021.2 914 15 5 years Immediate acquisition |
Measurement parameters of fair value at the date of grant
The consolidated subsidiary Billion Watts Technologies Co., Ltd. uses the Black-Scholes option evaluation model to estimate the fair value of the payment to the daily share basis, assuming that the information and fair value are summarized as follows:
| Expected price volatility Risk-free interest rate Weighted average fair value per share of stock options (NT$) |
First employee stock option warrants 41.34% 1.35% $ 1.456 |
The second cash seasoned equity offering is reserved for employee subscription 38.73% 0.632% 1.59 |
|---|---|---|
Expected volatility is based on the weighted average historical volatility adjusted for changes expected as a result of publicly available information; The duration of the stock option shall be stipulated in each of the Company's issuing measures; The risk-free rate is based on government bonds.
Employee expenses
| bonds. Employee expenses |
||
|---|---|---|
| Expenses incurred due to employee warrants | 2022 $ 1,019 |
2021 1,453 |
301
- The consolidated subsidiary, BEC Technologies Inc. has resolved to adopt the Phantom Stock plan to reward key employees, and to pay the employees in cash as the employee reaches a certain period of service in the future, the amount of which is measured based on the fair value of BEC Technologies Inc. shares on the delivery date.
The expenses incurred by the consolidated company for 2022 and 2021 due to employee virtual stock will be (NT$16,422) and NT$9,386 respectively.
(XXV) Earnings Per Share
The Company's basic and diluted earnings per share are calculated as follows:
-
Basic earnings per share
-
(1) Net income attributable to holders of common equity of the Company
| 2022 2021 Net income attributable to the Company for the period $ 39,905 27,004 Weighted average number of common shares outstanding Unit: t 2022 2021 Weighted average number of common shares outstanding $ 98,038 97,568 ted earnings per share Net income attributable to holders of common equity of the Company (Diluted) 2022 2021 Net income attributable to holders of common equity of the Company (Diluted) $ 39,905 27,004 Weighted average number of common shares outstanding (Diluted) Unit: t 2022 2021 Weighted average number of common shares outstanding (Basic) 98,038 97,568 Effect of dilutive potential common shares Effect of employee stock options 580 937 Effect of employee stock compensation 99 113 Weighted average number of common shares outstanding (Diluted) 98,717 98,618 2022 2021 Basic earnings per share $ 0.41 0.28 Diluted earnings per share $ 0.40 0.27 |
2022 2021 Net income attributable to the Company for the period $ 39,905 27,004 Weighted average number of common shares outstanding Unit: t 2022 2021 Weighted average number of common shares outstanding $ 98,038 97,568 ted earnings per share Net income attributable to holders of common equity of the Company (Diluted) 2022 2021 Net income attributable to holders of common equity of the Company (Diluted) $ 39,905 27,004 Weighted average number of common shares outstanding (Diluted) Unit: t 2022 2021 Weighted average number of common shares outstanding (Basic) 98,038 97,568 Effect of dilutive potential common shares Effect of employee stock options 580 937 Effect of employee stock compensation 99 113 Weighted average number of common shares outstanding (Diluted) 98,717 98,618 2022 2021 Basic earnings per share $ 0.41 0.28 Diluted earnings per share $ 0.40 0.27 |
2022 2021 Net income attributable to the Company for the period $ 39,905 27,004 Weighted average number of common shares outstanding Unit: t 2022 2021 Weighted average number of common shares outstanding $ 98,038 97,568 ted earnings per share Net income attributable to holders of common equity of the Company (Diluted) 2022 2021 Net income attributable to holders of common equity of the Company (Diluted) $ 39,905 27,004 Weighted average number of common shares outstanding (Diluted) Unit: t 2022 2021 Weighted average number of common shares outstanding (Basic) 98,038 97,568 Effect of dilutive potential common shares Effect of employee stock options 580 937 Effect of employee stock compensation 99 113 Weighted average number of common shares outstanding (Diluted) 98,717 98,618 2022 2021 Basic earnings per share $ 0.41 0.28 Diluted earnings per share $ 0.40 0.27 |
2022 2021 Net income attributable to the Company for the period $ 39,905 27,004 Weighted average number of common shares outstanding Unit: t 2022 2021 Weighted average number of common shares outstanding $ 98,038 97,568 ted earnings per share Net income attributable to holders of common equity of the Company (Diluted) 2022 2021 Net income attributable to holders of common equity of the Company (Diluted) $ 39,905 27,004 Weighted average number of common shares outstanding (Diluted) Unit: t 2022 2021 Weighted average number of common shares outstanding (Basic) 98,038 97,568 Effect of dilutive potential common shares Effect of employee stock options 580 937 Effect of employee stock compensation 99 113 Weighted average number of common shares outstanding (Diluted) 98,717 98,618 2022 2021 Basic earnings per share $ 0.41 0.28 Diluted earnings per share $ 0.40 0.27 |
|---|---|---|---|
| 98,717 | 98,618 | ||
2021 0.28 0.27 |
|||
| $ 0.40 |
- (2) Weighted average number of common shares outstanding
Unit: thousands
-
Diluted earnings per share
-
(1) Net income attributable to holders of common equity of the Company (Diluted)
-
(2) Weighted average number of common shares outstanding (Diluted)
Unit: thousands
302
(XXVI) Revenue from customer contracts
- Subdivision of income
| Key regional markets: Asia Americas Other countries Key products: Product sales revenue Power plant equipment Communication electronic equipment Energy storage equipment Power supply equipment Revenue from sale of electricity |
2022 $ 818,278 363,216 29,924 |
2021 493,859 516,308 38,780 |
|---|---|---|
| $ 1,211,418 |
1,048,947 | |
| $ 416,078 385,885 180,390 186,152 42,913 |
347,496 532,585 799 130,089 37,978 1,048,947 |
|
| $ 1,211,418 |
2. Contract balance
| Notes receivable Accounts receivable Less: Loss allowance Contract performance costs Contract asset- flow Contractual liabilities - current |
2022.12.31 $ 7,601 138,527 (1,293) |
2021.12.31 4,239 154,538 (376) |
2021.1.1 24,151 95,452 (356) |
|---|---|---|---|
| $ 144,835 |
158,401 | 119,247 | |
| $ 382,897 |
16,818 | 2,216 | |
| $ 7,576 |
- | - 26,990 |
|
| $ 538,209 |
169,133 |
Please refer to Note 6 (5) for detailed disclosure of accounts receivable and their impairments. Contractual liabilities are primarily derived from proceeds received on product sales contracts, which the Consolidated Company will carry forward when products are delivered to customers. (XXVII) Remuneration to employees and directors
In accordance with the Articles of Incorporation of the Company, if there is any profit in a year, the compensation of employees and directors shall be set aside at a rate of no less than 2% and no more than 3% respectively according to the pre-tax profit of the year before deducting the compensation of employees and directors. However, if the Company still has accumulated losses, it shall reserve the compensatory amount in advance. To whom stock or cash is paid, including employees of affiliated companies who meet certain conditions.
303
The estimated compensation for employees of the Company in 2022 and 2021 is NT$2,500 and NT$2,577 respectively, and the estimated compensation for directors is NT$360 and NT$486 respectively, based on the amount of the Company's net profit before tax deducting employee and director compensation for each period multiplied by the allocation of employee and director compensation as stipulated in the Articles of Incorporation. Operating expenses for 2022 and 2021 are reported side by side. The employee and director compensation as determined by the foregoing Board of Directors does not differ from the estimated amount in the Company's consolidated financial reports for 2022 and 2021, and relevant information is available on the Open Information Observatory. (XXVIII)Net amount of other income and expenses
Other net income and expense details of the Consolidated Company for 2022 and 2021 are as follows:
| Gains from disposal of property, plant and equipment Lease modification loss |
2022 $ 16,895 (156) |
2021 132 - 132 |
|---|---|---|
| $ 16,739 |
-
(XXIX) Non-operating revenue and expenses
-
Interest income
The Consolidated Company's 2022 and 2021 interest income details are as follows:
| Bank interest Other interest income |
2022 $ 7,335 81 |
2021 5,948 - 5,948 |
|---|---|---|
| $ 7,416 |
- Other income
The Consolidated Company's 2022 and 2021 other income details are as follows:
| Rental income Dividend income Government subsidy income Other income |
2022 $ 7,644 2,375 - 4,975 |
2021 5,766 2,319 11,766 4,331 24,182 |
|---|---|---|
| $ 14,994 |
304
3. Other gains and losses
The Consolidated Company's 2022 and 2021 other benefits and losses details are as follows:
| Disposal of investment interests Gains (loss) on foreign currency exchange Profit (loss) on financial assets measured at fair value through profit and loss Miscellaneous |
2022 $ 22,166 50,763 (20,172) (4,306) |
2021 63,404 (18,772) 2,632 (537) 46,727 |
|---|---|---|
| $ 48,451 |
- Financial costs
The Consolidated Company's 2022 and 2021 financial costs details are as follows:
| Interest on bank loans Interest on lease liabilities Interest on other loans Interest on short-term notes and bills payable |
2022 $ 6,723 2,115 1,029 94 |
2021 6,236 741 - - 6,977 |
|---|---|---|
| $ 9,961 |
(XXX) Financial instruments
-
Credit risk
-
(1) The amount of the maximum credit risk
The book amount of financial assets and contractual assets represents the maximum credit storm risk amount.
- (2) Concentration of credit risk
As of December 31, 2022 and 2021, 2.00% and 54.00% of the balance of accounts receivable of the Consolidated Company are composed of the five customers before the Consolidated Company, respectively, resulting in a significant concentration of credit risk of the Company.
- (3) Credit risk of receivables
Please refer to Note 6 (5) for detailed credit risk storm information on notes receivable and accounts receivable.
Other financial assets measured at amortized cost include other receivables, restricted deposits and certificates of deposit.
The above are financial assets with low credit risk, and therefore the allowance for losses for
the period is measured by the amount of expected credit loss for the twelve-month period (please refer to Note 4 (7) for a description of how the Consolidated Company determines low credit risk).
305
2. Liquidity risk
The following table shows the contract maturity dates of financial liabilities, including the impact of estimated interest.
| of estimated interest. | |||||
|---|---|---|---|---|---|
| December 31, 2022 Non-derivative financial liabilities Non-interest-bearing liabilities Lease liabilities Floating rate instrument Fixed-rate instrument Total December 31, 2021 Non-derivative financial liabilities Non-interest-bearing liabilities Lease liabilities Floating rate instrument Total |
Carrying Amount of Investment |
Contract cash flow |
Within 12 months |
1-5 years | More than 5 years |
| $ 179,018 394,793 267,717 117,429 |
179,018 454,841 274,377 120,585 |
178,389 25,216 221,000 83,630 |
629 121,538 41,951 36,955 |
- 308,087 11,426 - |
|
| $ 958,957 |
1,028,821 | 508,235 | 201,073 | 319,513 | |
| $ 288,860 66,898 414,557 |
288,860 74,866 428,681 |
288,264 8,404 342,456 |
596 32,989 45,494 |
- 33,473 40,731 74,204 |
|
| $ 770,315 |
792,407 | 639,124 | 79,079 |
The Consolidated Company does not anticipate that the cash flows from the maturity analysis will occur significantly earlier or that the actual amounts will be significantly different.
306
3. Foreign exchange risk
(1) Exchange rate risk exposure
The financial assets and liabilities of the Consolidated Company exposed to material foreign currency exchange rate risks are as follows:
| Financial assets Monetary items USD RMB Financial liabilities Monetary items USD RMB |
2022.12.31 | NTD |
2021.12.31 | NTD 677,009 9,955 27,194 4,478 |
||
|---|---|---|---|---|---|---|
| Foreign currency $ 31,081 - 1,612 3,300 |
Currency exchange rate |
Foreign currency 24,472 2,292 983 1,031 |
Currency exchange rate |
|||
| 30.730 - 30.730 4.417 |
955,114 - 66,612 14,575 |
27.665 4.344 27.665 4.344 |
||||
(2) Sensitivity analysis
The exchange rate risk of the monetary items of the Consolidated Company is mainly due to cash and equivalent cash denominated in foreign currency, accounts receivable and other receivables, borrowings, accounts payable and other payables, etc., resulting in foreign currency exchange gains and losses upon conversion. When the New Taiwan Dollar depreciates or revalues by 5% against the USD and the RMB on December 31, 2022 and 2021, all other factors being held constant, the net profit before tax in 2022 and 2021 will increase or decrease by NT$43,696 and NT$32,765, respectively. The two analyses are based on the same basis.
- (3) Exchange gains and losses on monetary items
Due to the variety of functional currencies of the Consolidated Company, the exchange profit and loss information of monetary items is disclosed by means of integration. The profit (loss) of foreign currency exchange in 2022 and 2021 (including realized and unrealized) is NT$50,763 and (NT$18,772) respectively.
307
4. Interest Rate Analysis
Interest rate risks on the financial assets and financial liabilities of the Consolidated Company are described in the Liquidity Risk Management section of this note.
The following sensitivity analysis is based on the interest rate risk of derivative and nonderivative instruments as of the reporting date. For floating rate liabilities, the analysis assumes that the amount of liabilities outstanding on the reported date is outstanding for the whole year. The rate of change used internally by the Company to report interest rates to key management is a 0.25% increase or decrease in interest rates, which also represents the management's assessment of the range of reasonably possible changes in interest rates.
If interest rates increase or decrease by 0.25%, the Company's 2022 and 2021 pre-tax net income will decrease or increase by NT$669 and NT$1,036 , all other variables being held constant.
5. Other price risks
If daily price changes of equity securities are reported (the analysis of the two periods is based on the same basis, and other changing factors are assumed to remain unchanged), the impact on the comprehensive income and loss items is as follows:
| Securities prices on the reporting day Increase by 10% Decrease by 10% |
2022 2021 Pre-tax amount of other comprehensiv e gains and losses Pre-tax profit and loss Pre-tax amount of other comprehensiv e gains and losses Pre-tax profit and loss $ 380 753 380 6,305 $ (380) (753) (380) (6,305) |
|---|---|
| $ (380) |
6. Fair value and book amount
- (1) Types and fair values of financial instruments
The financial assets and liabilities of the Consolidated Company measured at fair value through profit and loss and the financial assets measured at fair value through other comprehensive profit and loss are measured at fair value on a recurring basis. Book amount and fair value of various types of financial assets and financial liabilities (including fair value grade information, but the book amount of financial instruments not measured by fair value is a reasonable approximation of fair value, and leasing liabilities, according to the provisions of the fair value information is not required to disclose) are listed as follows:
308
| Financial assets at fair value through profit or loss Financial assets at fair value through other comprehensive income Domestic unlisted (over- the-counter) shares Cash and cash equivalents Financial assets at amortized cost Notes and accounts receivable Other notes and accounts receivable Subtotal Total Short-term loans Short-term notes and bills payable Notes and accounts payable Other payables Lease liabilities (including maturity within one year) Long-term loans (including maturity within one year) Subtotal Total |
2022.12.31 | 2022.12.31 | ||||
|---|---|---|---|---|---|---|
| Carrying Amount of Investment $ 32,391 |
Fair value | |||||
| Level 1 32,391 |
Level 2 - |
Level 3 - |
Total 32,391 |
|||
| 3,797 | - | - | 3,797 | 3,797 | ||
| 578,738 519,461 144,835 13,618 |
- - - - |
- - - - |
- - - - |
- - - - |
||
| 1,256,652 | - | - | - | - | ||
| $ 1,292,840 | 32,391 | - | 3,797 | 36,188 | ||
| $ 262,619 6,176 90,921 88,097 394,793 116,327 |
- - - - - - |
- - - - - - |
- - - - - - |
- - - - - - |
||
| 958,933 | - | - | - | - - |
||
| $ 958,933 |
- | - | - |
309
| Financial assets at fair value through profit or loss Financial assets at fair value through other comprehensive income Domestic unlisted (over- the-counter) shares Cash and cash equivalents Financial assets at amortized cost Notes and accounts receivable Other notes and accounts receivable Subtotal Total Short-term loans Notes and accounts payable Other payables Lease liabilities (including maturity within one year) Long-term loans (including maturity within one year) Subtotal Total |
2021.12.31 | 2021.12.31 | ||||
|---|---|---|---|---|---|---|
| Carrying Amount of Investment $ 102,330 |
Fair value | |||||
| Level 1 102,330 |
Level 2 - |
Level 3 - |
Total 102,330 |
|||
| 3,797 | - | - | 3,797 | 3,797 | ||
| 618,117 481,271 158,401 11,347 |
- - - - |
- - - - |
- - - - |
- - - - |
||
| 1,269,136 | - | - | - | - | ||
| $ 1,375,263 | 102,330 | - | 3,797 | 106,127 | ||
| $ 327,360 207,642 81,218 66,898 87,197 |
- - - - - |
- - - - - |
- - - - - |
- - - - - |
||
| 770,315 | - | - | - | - - |
||
| $ 770,315 |
- | - | - |
310
-
(2) Fair value evaluation technique for measuring financial instruments at fair value
-
(2.1) Non-derivative financial instruments
If a financial instrument has an open quotation on the active market, the fair value shall be the open quotation on the active market. The market prices announced by the major exchanges and the Central Government Bond Counter trading centres judged to be hot bonds are the basis for the fair value of listed equity instruments and debt instruments quoted in active markets.
A financial instrument is publicly quoted in an active market if it is promptly and frequently obtained from an exchange, broker, underwriter, industry association, pricing service or authority and the price represents an actual and frequent fair market trader. If the above conditions are not met, the market is deemed to be inactive. In general, a wide bid-ask spread, a significant increase in bid-ask spread or very little trading volume are indicators of an inactive market.
The fair value of the financial instruments held by the Consolidated Company in an active market is shown by class and attribute as follows:
The fair value of financial assets and liabilities, such as redeemable bonds, TWSE/TPEx listed companies shares, bills of exchange and bonds, which are subject to standard terms and conditions and are traded in the active market, shall be determined by reference to market quotations respectively.
Besides the above mentioned financial instruments with active markets, the fair value of the remaining financial instruments is obtained by means of appraisal techniques or by reference to counterparty quotations. The fair value obtained through the evaluation technique may be calculated by reference to the current fair value of other financial instruments with similar material conditions and characteristics, the discounted cash flow method or by other evaluation techniques, including the use of models based on market information available at the reported date (e.g., the counter buying center reference yield curve, the Reuters commercial note rate average quote).
The fair value of the financial instruments held by the Consolidated Company in an inactive market is shown by class and attribute as follows:
Equity instrument without public quotation: The fair value is estimated using the market comparable company law, and its main assumption is based on the estimated earnings before interest, depreciation and amortization of investors and the earnings multiplier derived from the market quotation of comparable TWSE/TPEx listed companies. This estimate has been adjusted for the effect of the discount on the lack of market liquidity of the equity securities.
311
-
(3) Transfer between Level 1 and Level 2 There is no transfer in 2022 and 2021.
-
(4) Schedule of changes to Level 3
| Transfer between Level 1 and Level 2 There is no transfer in 2022 and 2021. Schedule of changes to Level 3 |
|
|---|---|
| January 1, 2022 (i.e., closing balance) January 1, 2021 (i.e., closing balance) |
Measured at fair value through other consolidated gains and losses No equity instrument of open offer $ 3,797 |
| $ 3,797 |
- (5) Quantitative information on fair value measurement of significant unobservable inputs (Level 3)
Level 3 of the fair value measurement of the Consolidated Company mainly refers to the financial asset-equity securities investment measured by the fair value of other comprehensive profit and loss, while the domestic and foreign unlisted (over-the-counter) equity investments are calculated using the comparable listed company method to calculate the fair value of the investment bid, and the comparable listed and over-the-counter companies method refers to companies engaged in the same or similar business whose shares are traded at the transaction price of an active market, the value multipliers implied by those prices, and considers the liquidity discount to determine the value of the target company.
(XXXI) Financial risk management
- Summary
The Consolidated Company is exposed to the following risks as a result of the use of financial instruments:
-
(1) Credit risk
-
(2) Liquidity risk
-
(3) Market risks
This note provides critical information about the risks of the Consolidated Company and the objectives, policies, and procedures of the Consolidated Company for measuring and managing risks. Please refer to the notes to this financial report for further quantitative disclosure.
312
- Risk Management Architecture
The main financial instruments of the Consolidated Company include equity and debt investments, accounts receivable, accounts payable, borrowings and lease liabilities. The Financial Administration Department of the Consolidated Company provides services to various business units, organise and coordinates access to domestic and international financial markets, supervises and manages financial risks related to the operations of the Consolidated Company through analysis of the internal risk reporting according to the risk degree and breadth. These include market risk (including exchange rate risk, interest rate risk, and other price risks), credit risk and liquidity risk.
- Credit risk
Credit risk is the risk of financial loss arising from the failure of the Consolidated Company to meet its contractual obligations by its customers or counterparties to financial instruments, mainly from the Consolidated Company's bank deposits and accounts receivable from its customers.
- (1) Accounts receivable and other receivables
The policy adopted by the Consolidated Company is to deal only with reputable counterparties and to obtain, where necessary, adequate guarantees to mitigate the risk of financial loss arising from defaults.
- (2) Investments
The credit risk of bank deposits, fixed income investments and other financial instruments is measured and monitored by the Consolidated Company's finance department. There is no material credit risk as the transaction parties and performance parties of the Consolidated Company are banks with good credit standing and financial institutions, corporate organizations and government agencies with investment grade or above.
- (3) Warranty
Please refer to Note 13 for the endorsement guarantee provided by the Consolidated Company on December 31, 2022 and 2021.
- Liquidity risk
The Consolidated Company supports its business operations and reduces cash flow fluctuation through appropriate management and the maintenance of sufficient cash and cash equivalents. The management of the Consolidated Company supervises the use of credit facility from the Banks and ensures compliance with the terms of the loan contracts.
On December 31, 2022 and 2021, the unutilized bank loan facility of the Consolidated Company is NT$692,323 and NT$366,500, respectively.
313
- Market risks
Market risk refers to the risk that changes in market prices, such as changes in exchange rates, interest rates, and the price of equity instruments, may affect the earnings or value of the financial instruments held by the Consolidated Company. The objective of market risk management is to control the degree of market risk within an acceptable range and to optimize the return on investment.
- (1) Foreign exchange risk
The Consolidated Company is exposed to exchange rate risks arising from sales, procurement and borrowing transactions denominated in non-functional currencies. The functional currency of the Consolidated Company will be the NTD. The major currencies for the transactions are NTD, USD, and RMB.
- (2) Interest rate risk
The Consolidated Company holds floating rate assets and liabilities and thus generates cash flow interest rate risk. The Consolidated Company's floating rate financial assets and financial liabilities are detailed in the Liquidity Risk Management section of this note.
- (XXXII) Capital Management
The Consolidated Company carries out capital management to ensure that it is able to continue operating by optimising its debt and equity balances to maximize shareholders' compensation. The capital structure of the Company is reviewed from time to time by the Consolidated Company's key management in the light of the economic environment and business considerations. The Consolidated Company will balance its overall capital structure by methods such as paying dividends, repurchasing shares, financing and etc., as advised by the key management and in accordance with the provisions of the laws.
As of December 31, 2022, there has been no change in the way the Consolidated Company manages its capital.
(XXXIII)Investment and financing activities in non-cash transactions
- Please refer to note 6 (13) for details on the acquisition of the right to use assets by means of lease.
314
2. Reconciliation of liabilities from financing activities is shown below:
| Short-term loans Short-term notes and bills payable Long-term loans (including maturity within one year) Lease liabilities (including maturity within one year) Total liabilities from financing activities |
2022.1.1 Cash flow $ 327,360 (64,741) - 6,200 87,197 20,897 66,898 (9,355) |
2022.1.1 Cash flow $ 327,360 (64,741) - 6,200 87,197 20,897 66,898 (9,355) |
Non-cash changes and other Increase Decrease - - - (24) 8,233 - 378,016 (40,766) |
Non-cash changes and other Increase Decrease - - - (24) 8,233 - 378,016 (40,766) |
Non-cash changes and other Increase Decrease - - - (24) 8,233 - 378,016 (40,766) |
2022.12.31 262,619 6,176 116,327 394,793 779,915 |
|---|---|---|---|---|---|---|
| $ 481,455 |
(46,999) | 386,249 | (40,790) | |||
| Short-term loans Long-term loans (including maturity within one year) Lease liabilities (including maturity within one year) Total liabilities from financing activities |
$ | 2021.1.1 Cash flow 314,000 13,360 122,829 (35,632) 26,417 (8,401) |
Non-cash changes and other Increase Decrease 2021.12.31 - - 327,360 - - 87,197 48,882 - 66,898 48,882 - 481,455 |
|---|---|---|---|
| $ | 463,246 (30,673) |
||
VII. Related Party Transactions
(I) Name and Relationship of Related Parties
The parties involved in transactions with the Consolidated Company during the period covered by this consolidated financial report are as follows:
| Name of related party Chung-Ting Chen EG-Billion Electronics (Dongguan) Co.,Ltd. Xiajing Co., Ltd. |
Relationship with the Consolidated Company |
|---|---|
For the Chairman of the Board of Directors of the Company (management level) Associates (Note) Associates |
Note: In August 2021, the Company disposed of the subsidiary (Hong Kong) EG-Billion Co., Ltd., so it also lost significant influence over EG-Billion Electronics (Dongguan) Co., Ltd.
315
- (II)
Major transactions with related parties
- Operating revenue
The Consolidated Company's material sales to related parties are as follows:
| Related Party Type /Name Associates: Xiajing Co., Ltd. |
2022 $ 39,891 |
2021 - |
|---|---|---|
Sales are made on the basis of general market conditions, and the price and payment period are not materially different from those of other manufacturers.
- Purchase
The purchase amount of the Consolidated Company from related parties is as follows:
Related Party Type /Name Associates: EG-Billion Electronics (Dongguan) Co., Ltd. |
2022 $ - |
From January 1 to August 9, 2021 70,792 |
|---|---|---|
Purchases are made on the basis of general market conditions, and the price and payment period are not materially different from those of other manufacturers.
The aforesaid goods purchased between January 1 to September 30, 2021 and those include the goods sold to the Consolidated Company by Weicheng Electronics Technology Ltd. purchased from EG-Billion Electronics (Dongguan) Co., Ltd. through intermediary in NT$70,792. The Consolidated Company was not related to Weicheng Electronics Technology Ltd.
- Contractual liabilities
| Related Party Type /Name Associates: Xiajing Co., Ltd. |
2022.12.31 $ 137,522 |
2021.12.31 - |
|---|---|---|
(III) Major management transactions Compensation for major managers includes:
| Major management transactions Compensation for major managers includes: |
||
|---|---|---|
| Short-term employee benefits Post-employment benefits Share-based payment |
2022 $ 16,438 411 816 |
2021 19,631 431 372 20,434 |
| $ 17,665 |
316
VIII. Pledged Assets
The book value details of the assets pledged by the Consolidated Company are as follows:
| Asset Name Pledge to secure the subject matter |
2022.12.31 $ 79,559 |
2021.12.31 |
|---|---|---|
| Financial assets at amortized cost - current Short-term loans and performance guarantees Financial assets at amortized cost - non- current Repatriation of overseas funds, Notes 9 (3) agreed matters and loans Property, plant, and equipment Long-term loans Property, plant, and equipment Long-term loans Property, plant, and equipment Long-term loans Investment property Long-term loans Investment property Long-term loans Refundable deposits Short-term notes |
14,977 | |
| $ 439,902 |
463,265 | |
| $ 167,341 |
172,829 | |
| $ 50,286 |
55,649 | |
| $ 77,015 |
134,273 | |
| $ 19,722 |
38,075 | |
| $ 8,704 |
17,055 - |
|
| $ 350 |
- IX. Significant Contingent Liabilities and Unrecognized Contract Commitments (I) Contingent liabilities:
| Contingent liabilities: | ||
|---|---|---|
| Purchase of property, plant and equipment | 2022.12.31 $ 9,600 |
2021.12.31 24,035 |
-
(II) As of December 31, 2022, the Consolidated Company had issued promissory notes for USD500 thousand and NT$1,149,222 under a consolidated line of credit from financial institutions.
-
(III) The Company purchases on behalf of its customers, and all receivable for payment on behalf have been insured. Insurance receivable for NT$148,442 (USD5,330 thousand) with Cathay Century Products Insurance Company on February 22, 2017, for one year, The coverage is Protracted for debtors of the company in cases of Insolvency, Protracted Default and Political risks, in which the product insurance company will bear losses incurred by the company in a ratio of 90%. The maximum liability is USD10,000 thousand each. Cathay Century Products Insurance Company declined to pay the insurance proceeds on the grounds that the payments receivable on behalf of others were disputed and did not meet the policy claims requirements.
-
In addition, in order to mitigate the risk of accounts receivable and consider the benefits of fund utilization, the Company entered into accounts receivable purchase contracts with financial institutions and sold the accounts receivable to the financial institutions (CTBC Bank and Taishin International Bank) without recourse conditions. The amount of sale in 2017 was NT$435,776 (USD14,370 thousand), and the payment advanced was NT$392,199 (USD12,933 thousand). The Company appointed a lawyer from Tong-li Attorneys-at-Law to assess that the content of the aforementioned accounts receivable purchase contracts. The content of the purchase contract is the terms common to the debt transfer contracts of general financial institutions. It is consistent to the normal content of assignment of debt in terms of the purchase price and accounts receivable, the transfer method and risk liability. However, there is still room for the definition and determination in commercial disputes of purchase contract; This is common in domestic financial cases, which will allow financial institutions
317
to have a large space for interpretation and play. The Company has agreed with the financial institution that as of December 31, 2022, demand deposits of NT$12,168 and time deposits of NT$343,755 as agreed shall not be used, and promissory notes of USD13,556 thousand and NT$10,000 have been issued.
As above, all of the Company's above-mentioned claims have been insured or sold to financial institutions on a non-recourse basis, and the Company has continued to discuss with appointed lawyers to conduct relevant legal proceedings and litigation.
In addition, according to the contract, the Company has charged USD4,459 thousand in livery to Potevio Co Ltd and Potevio International Company Limited (hereinafter referred to as "Potevio Group") for late payment to the Company. After sending several letters urging Potevio Group to delay the payment of the account for various reasons. In June 2018, the Company appointed a lawyer to initiate arbitration against the Potevio Group for breach of contract. However, the opposing party submitted a counter-arbitration request to the South China International Economic and Trade Arbitration Commission, requesting the Company to double the refund of the performance bond paid by Potevio Group amounting to USD 469 thousand. In July 2018, the lawyer appointed by the Company assessed that the Company had fulfilled the delivery obligation, and Potevio Group should pay the balance of the goods to the Company and assume the liability for breach of contract, and the Company has no obligation to return the advance payment (called "performance bond" by Potevio Group) to Potevio Group. In December 2022, the Company was notified by the South China International Economic and Trade Arbitration Commission that the award period would be extended to March 31, 2023.
In October 2022, the lawyer appointed by the Company has assessed that the Company has sufficient evidence and arguments based on the existing evidence, and the evidence submitted by the Potevio Group has insufficient relevance to this case. In the opinion of the Company's appointed lawyers, there is a greater likelihood of success in this case.
(IV)
On April 29, 2019, the prosecution and investigation unit dispatched personnel to the Company to search and investigate the transactions between the Company with Potevio Co Ltd and Potevio International Company Limited. This case is still in the investigation stage so far. The Company has fully cooperated with the investigation request and provided relevant documents and information on the aforementioned transactions.
X. Major disaster losses: None.
XI. Major events after the reporting period
On March 14, 2023, the Board of Directors approved that in order to increase the working capital, repay bank borrowings, and meet the needs of the company's future diversification and operational planning, the Company intends to conduct a private placement of 15,000 thousand shares in SinoAmerican Silicon Products Inc.
XII. Miscellaneous
Employee benefits, depreciation and amortization expense functions are summarized as follows:
By Feature 2022 2021
318
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Classified Classified Classified Classified
Total Total
By property as as as as
operating operating operating operating
costs expenses costs expenses
Employee benefit
expenses
Salary expenses 41,198 144,058 185,256 37,663 150,588 188,251
Labor health 3,620 12,869 16,489 2,943 12,244 15,187
insurance costs
Pension expenses 1,580 6,394 7,974 1,298 6,091 7,389
- -
Remuneration paid 8,107 8,107 5,223 5,223
to directors
Other employee 1,581 5,046 6,627 1,262 4,784 6,046
welfare expense
Depreciation expenses 26,257 13,556 39,813 20,831 10,042 30,873
Amortization expense - 1,132 1,132 - 959 959
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XIII. Notes to Disclosures
(I) Information on Significant Transactions:
In 2022, the Consolidated Company shall disclose the following information related to the major transactions in accordance with the financial reporting standards of securities issuers:
319
1. Lending to Others:
Unit: Thousands NTD
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----- Start of picture text -----
Loan Loan and
No. companyLending Borrower AccountsCurrent Related Party Status maximum Current amount BalanceEnding DrawdownActual Interest RangeRate nature of funds and transactionsAmount of business Short-term FinancingReason for Provision amountsfor loss NameCollateral Value individual funds to limit of Capital loan and total limit
(Note 2) objects
0 The Billion Energy Other Yes 25,000 25,000 20,000 2.075% 2 - Build - - 78,574 314,296
Company Storage receivables Energy (Note 3) (Note 3)
Technologies Inc. Storage
Cases
0 The Billion Sunpower Other Yes 15,000 15,000 - - 2 - Operating - - 78,574 314,296
Company Co., Ltd. receivables turnover (Note 3) (Note 3)
0 The Tai Chuang Energy Other Yes 15,000 15,000 - - 2 - Build - - 78,574 314,296
Company Co., Ltd. receivables Energy (Note 3) (Note 3)
Storage
Cases
0 The Billion Watts Other Yes 28,000 - - - 2 - Operating - - 78,574 314,296
Company Technologies Co., receivables turnover (Note 3) (Note 3)
Ltd. such as
purchase of
materials,
etc.
1 BEC BEC International, Other Yes 18,438 18,438 11,063 - 2 - Repayment - - 25,147 50,293
Technolo LLC receivables (Note 6) (Note 6) (Note 6) of bank (Note 4) (Note 4)
gies Inc. loans
2 Billion Shengda Energy Other Yes 5,000 5,000 - - 2 - Build - - 12,410 49,642
Watts Storage Tech Co., receivables Energy (Note 5) (Note 5)
Technolo Ltd. Storage
gies Co., Cases
Ltd.
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Note 1. The remarks for the serial number column is as follows:
-
(1) For Issuer, write 0.
-
(2) The investees are numbered sequentially starting with Arabic numeral 1according to each entity.
Note 2.
-
For those who have business transactions.
-
Necessary for short-term financing.
-
Note 3. The limits prescribed by the Company's operating procedures for capital lending are as follows:
-
(1) The capital lending line for individual object shall be limited to no more than 5% of the net current value of Billion Electric Co., Ltd., which belongs to the owner of the Company.
-
(2) The total amount of foreign capital lending shall be limited to no more than 20% of the net current value of Billion Electric Co., Ltd., which belongs to the owner of the Company.
-
Note 4. The limits prescribed by BEC Technologies Inc.'s operating procedures for capital lending are as follows:
-
(1) The capital lending line for individual object shall be limited to no more than 10% of the net current value of BEC Technologies Inc., which belongs to the owner of the Company.
-
(2) The total amount of foreign capital lending shall be limited to no more than 20% of the net current value of BEC Technologies Inc., which belongs to the owner of the Company.
-
Note 5. The limits of capital loan and operation procedure stipulated by Billion Watts Technologies Co., Ltd. are as follows:
-
(1) The capital lending line for individual object shall be limited to no more than 5% of the net current value of Billion Watts Technologies Co., Ltd., which belongs to the owner of the Company.
-
(2) The total amount of foreign capital lending shall be limited to no more than 20% of the net current value of Billion Watts Technologies Co., Ltd., which belongs to the owner of the Company.
-
Note 6. BEC Technologies Inc., a subsidiary of the Company has lent a new capital to BEC International LLC, a second-tier subsidiary, in the amount of USD600 thousand since January 2021. The actual amount spent was USD360 thousand. The translation rate of USD to NTD at the end of the period was 1: 30.73.
-
Note 7. The above transactions between the parent and subsidiary companies have been written off at the time of preparing this consolidated financial report.
320
2. Endorsement/Guarantee Provided for Others:
Unit: Thousands NTD
| No | . Endorsement/ Guarantee Provider Name |
Subject of Endorsements/ Guarantees |
Subject of Endorsements/ Guarantees |
Endorsement/ guarantee limit for a single business (Note 3) Balance of maximum endorsement/ guarantee for the current period |
Endorsement/ guarantee limit for a single business (Note 3) Balance of maximum endorsement/ guarantee for the current period |
Final endorsement guarantees balance |
/ Actual Drawdown Indorsement secured by property |
Ratio of Accumulated Endorsement/ Guarantee to Net Equity per Latest Financial Statements |
Endorsement /guarantee up to a limit (Note 4) |
Endorsement /guarantee by parent company for subsidiary |
Endorsement /guarantee by subsidiary for parent company Guarantee Provided to Subsidiaries in Mainland China |
Endorsement /guarantee by subsidiary for parent company Guarantee Provided to Subsidiaries in Mainland China |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company Name |
Relation (Note 2) |
|||||||||||
| 0 0 0 |
Billion Electric Co., Ltd. Billion Electric Co., Ltd. Billion Electric Co., Ltd. |
Billion Sunpower Co., Ltd. Billion Energy Storage Technologies Inc. Billion Watts Technologies Co., Ltd. |
2 2 2 |
314,296 314,296 314,296 |
190,000 30,000 215,000 |
90,000 30,000 215,000 |
51,519 - 22,229 - 23,027 - |
5.73% 1.91% 13.68% |
471,444 471,444 471,444 |
Y Y Y |
N N N |
N N N |
Note 1. The remarks for the serial number column is as follows:
-
(1) For Issuer, write 0.
-
(2) The investees are numbered sequentially starting with Arabic numeral 1according to each entity.
-
Note 2. The relationship between the endorser and the object endorsed is as follows:
-
(1) A company that has business transactions with the Cleanaway.
-
(2) Companies in which the Company directly and indirectly holds more than 50% of the voting shares.
-
(3) Companies that directly or indirectly hold more than 50% of the voting shares of the Company.
-
(4) Intercompanies where the Company directly or indirectly holds more than 90% of the voting shares.
-
(5) Companies that are mutually guaranteed by the contract between peers or co-contractors based on the needs of the underwriting project.
-
(6) Companies to which all investing shareholders endorse a guarantee based on its shareholding ratio as a result of the joint investment relationship.
-
(7) Joint and several guarantees of performance bonds for pre-sale housing sales contracts with peers in the same industry in accordance with the regulations of the Consumer Protection Act.
-
Note 3. The amount of endorsement/guarantee for a single enterprise shall not exceed 20% of the current net value of the owner of the Company.
Note 4. The total amount of an endorsement/guarantee shall not exceed 30% of the current net value of the owner of the Company.
321
- Status of marketable securities held at the end of the period (excluding interests of investment subsidiaries, associates and joint ventures):
Unit: Thousands NTD
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----- Start of picture text -----
End of period
Type and name of Interim
Securities holder marketable issuers of securitiesRelationship with Journal Accounts Number of Amount of Carrying Shareholding Fair value maximum Remarks
securities Shares Investment ratio holding ratio
Billion Electric Co., Capital Money N/A Financial assets at fair value 1,138 18,640 - % 18,640 -%
Ltd. Market Fund through profit or loss -
current
Billion Electric Co., Allianz US Short N/A Financial assets at fair value 285 2,939 - % 2,939 -%
Ltd. Duration High through profit or loss -
Income Bond Fund current
Type A (Cumulative)
Billion Electric Co., NN (L) US Credit - N/A Financial assets at fair value - 769 - % 769 -%
Ltd. Y Cap USD through profit or loss -
current
Billion Electric Co., Hon Hai Precision N/A Financial assets at fair value 33 3,297 - % 3,297 -%
Ltd. Industry Co., Ltd. through profit or loss -
current
Billion Electric Co., Ennova N/A Financial assets at fair value 550 3,797 18.33 % 3,797 18.33%
Ltd. Technologies, Inc. through other comprehensive
income - non-current
Billion Electric Co., EcoLumina N/A Financial assets at fair value 30 - 0.37 % - 0.37%
Ltd. Technologies, Inc. through other comprehensive
income - non-current
Billion Electric Co., MicroLinks N/A Financial assets at fair value 100 - 1.32 % - 1.32%
Ltd. Technology Corp. through other comprehensive
income - non-current
Billion Electric Co., Dajian Internet N/A Financial assets at fair value 300 - 10.00 % - 10.00%
Ltd. Technology Co., Ltd. through other comprehensive
income - non-current
Pacific Solar Limited Works Systems, Inc. N/A Financial assets at fair value 867 - 3.94 % - 3.94%
through other comprehensive
income - non-current
BEC Technologies Inc. Invesco QQQ Tr N/A Financial assets at fair value - 2,512 - % 2,512 -%
Unit Ser 1 through profit or loss -
current
BEC Technologies Inc. Berkshire Hathaway N/A Financial assets at fair value - 4,234 - % 4,234 -%
Inc through profit or loss -
current
----- End of picture text -----
-
Cumulative purchase or sale of the same securities amounting to NT$300 million or more than 20% of the paid-in capital: None.
-
The amount of real estate acquired is NT$300 million or more than 20% of the paid-in capital: None.
-
Disposal of real estate amounts to NT $300 million or more than 20% of the paid-in capital: None.
322
- The amount of imports and sales with related parties is NT$100 million or more than 20% of the paid-in capital:
Unit: Thousands NTD
| Supplier (Buyer) Company |
Name of Trading Partner |
Relation | Trans | action Details | Circumstances and reasons for the difference between the terms of transaction and ordinary transactions |
Circumstances and reasons for the difference between the terms of transaction and ordinary transactions |
Notes and Accounts Receivable (Payable) |
Notes and Accounts Receivable (Payable) |
||
|---|---|---|---|---|---|---|---|---|---|---|
| Purchase/Sale | Amount | Proportion of total purchase (sales) |
Credit period | Unit Price | Credit period | Balance | Proportion of total notes and accounts receivable (payable) |
|||
| Billion Electric Co., Ltd. |
BEC Technologies Inc. |
Subsidiaries of the Company |
Sales | 186,171 | 38.73% | Collect about 3 to 4 months after shipment |
- | - | 17,798 | 35.32% |
-
Note 1. The above transactions have been written off at the time of preparation of the consolidated financial report.
-
Amounts receivable from related parties amounting to NT$100,000 thousand or more than 20% of the paid-in capital: None.
-
Engaged in derivative transactions: None.
-
Business relations and important transactions between the parent and subsidiary companies:
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No. Company Name Transacting Relationship Transaction status
counterparty with Accounts Amount Terms Proportion of
counterparty consolidated revenues or
assets
0 Billion Electric Co., Ltd. BEC Technologies Inc. 1 Sales revenue 186,171 Mark-up from the cost 15.37%
according to the item type
0 Billion Electric Co., Ltd. BEC Technologies Inc. 1 Accounts 17,798 Collect about 3 to 4 months 0.54%
receivable - related parties after shipment
0 Billion Electric Co., Ltd. Billion Watts 1 Sales revenue 45,839 Mark-up from the cost 3.78%
Technologies Co., Ltd. according to the item type
0 Billion Electric Co., Ltd. Billion Energy Storage 1 Other receivables -related 20,028 Capital lending 0.61%
Technologies Inc. parties
1 BEC Technologies Inc. BEC International, LLC 3 Other receivables -related 11,063 Capital lending 0.33%
parties
----- End of picture text -----
Note 1. The number should be filled in as follows:
-
1.0 represents the parent company.
-
Subsidiaries are numbered sequentially starting with the Arabic numeral 1.
-
Note 2. The type of relationship with the trader is indicated as follows:
-
Parent company to subsidiary.
-
Subsidiary to parent company.
-
Subsidiaries to subsidiaries
-
Note 3. The business relationship and important transactions between the parent company and the subsidiary company are only disclosed in terms of sales and accounts receivable, while the relative purchase and accounts payable are not mentioned here.
Note 4. The above transactions have been written off at the time of preparation of the consolidated financial table.
323
(II) Related Information on Investees:
Unit: Thousands NTD/thousands USD
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----- Start of picture text -----
Initial Investment Holdings at the End of Period Investment
Name of the Interim Profit and loss gains and
Investment Name of investee Location Main Business End of the End of Number of Carrying maximum of the investee losses Remarks
Company Activities Current Period Previous Year Shares Ratio Amount of Investment holding ratio in the current period recognized in the current
period
Billion Electric BEC Technologies United Sales of ADSL- 69,257 69,257 2,294 91.76% 210,417 91.76% 2,505 2,298
Co., Ltd. Inc. (Note) States related products
Billion Electric Billion Sunpower Taiwan Design, 100,000 100,000 10,000 100.00% 104,446 100.00% 5,232 5,232
Co., Ltd. Co., Ltd. manufacturing,
construction and
sales business of
solar power
plants
Billion Electric Billion Watts Taiwan Distribution 122,100 77,671 6,448 60.26% 143,155 66.49% 33,795 18,093
Co., Ltd. Technologies Co., services of solar
Ltd. power plant
equipment and
provision of
power plant
maintenance
services
Billion Electric Billion Energy Taiwan Energy storage 80,000 80,000 8,000 100.00% 71,567 100.00% (6,281) (6,281)
Co., Ltd. Storage sales business
Technologies Inc.
Billion Electric Billion Energy Taiwan Energy storage - 3,600 - - % - 100.00% (2,241) (2,241) Note 1
Co., Ltd. Storage sales business
Technologies Co.,
Ltd.
Billion Electric Pacific Solar Seychelles International - - 650 100.00% - 100.00% - - Note 2
Co., Ltd. Limited investment
Billion Electric VGwatt Energy Taiwan Design, 26,025 - 1,041 51.00% 26,057 51.00% 912 32
Co., Ltd. Co., Ltd. manufacturing,
construction and
sales business of
solar power
plants
Billion Electric Tai Chuang Energy Taiwan Energy storage 949 - 100 100.00% (1,397) 100.00% (2,346) (2,346)
Co., Ltd. Co., Ltd. sales business
Billion Electric Xiajing Co., Ltd. Taiwan Renewable 27,000 - 2,700 5.24% 27,040 20.00% 391 8 Note 3
Co., Ltd. energy non-
utility power
generation
equipment
business
BEC BEC International, United International 40,996 40,996 - 100.00% 56,900 100.00% 3,856 3,856
Technologies Inc. LLC States investment
BEC Avantek Systems Singapore Cloud Software 8,300 - 100 74.99% 7,862 76.88% (568) (425)
Technologies Inc. PTE. LTD Hosting Services
(USD270)
Billion Watts Shengda Energy Taiwan Energy storage 2,000 - 200 100.00% 1,838 100.00% (162) (162)
Technologies Storage Tech Co., sales business
Co., Ltd. Ltd.
Billion Watts Shengzhida Tech Taiwan EMC software 5,100 - 510 51.00% 5,066 51.00% (67) (34)
Technologies Co., Ltd. development
Co., Ltd. design and sales
Billion Energy Shengri Energy Taiwan Energy storage 2,000 - 200 100.00% 1,923 100.00% (77) (77)
Storage Storage Tech Co., sales business
Technologies Inc. Ltd.
----- End of picture text -----
Note 1. The Company signed an equity transfer contract with Houju Energy Tech Co., Ltd. in September 2022, and the equity delivery date is October 2022.
Note 2. Pacific Solar Limited was incorporated in Seychelles in November 2020. As of December 31, 2022, no capital has been invested in the Company.
Note 3. It is an investee company evaluated by the equity method.
-
(III) Information on investment in Mainland China: None.
-
(IV) Main Shareholder Information:
Shares
Number of
%
Name of Main Shareholder
shares held
324
17,690,971 17.72%
Chung-Ting Chen
Note:
-
(1) The main shareholder information in this schedule is calculated by the depository company using the information of the shareholders holding 5% of more of the total number of ordinary shares and special shares of the Company that have completed the script-less registration and delivery (including treasury shares) on the last business day at the end of the quarter. The share capital recorded in the financial statements of the Company and the number of shares for which dematerialized registration and delivery has completed may differ as a result of the different prepartions of calculation bases.
-
(2) If the above information belongs to the shareholders handing over their holdings to the trust, it shall be disclosed by the individual branches of the principal whose trust account is opened by the trustee. For insider share declaration of shareholders holding more than 10% in accordance with the Securities Exchange Act, the shareholding includes the shareholding of the shareholder plus the shares that the shareholder has paid into the trust and has the right to use the trust property. For insider share declaration information, please refer to the MOPS.
325
XIV. Segment Information
(I) General Information
The information provided by the Consolidated Company to key operational decision makers for allocating resources and evaluating the performance of the division is focused on the regions. The reporting departments of the Consolidated Company are Taiwan, relevant regions of Mainland China and the United States. The regional departments are mainly engaged in the design, manufacturing and sales of products such as electronic components and power supply, transformers, ISDN cards and ADSL cards, as well as the sales of equipment for renewable energy power generation for own use, solar power plant equipment, energy technology services and etc.
The main operational decision makers regarded the subsidiaries engage in the design, manufacturing and sales businesses of electronic components and power supply equipment, transformers, ISDN cards and ADSL cards, as well as the sale of equipment for renewable energy power generation for self-use, solar power plant equipment and energy technology services in various regions as separate operational departments. However, when preparing the consolidated financial reports, the Consolidated Company considered the following factors and regarded these operational departments as a single operational department:
-
Nature and process of the products are similar;
-
Pricing strategy and sales model of the products are similar;
-
Delivery methods to customers are identical.
(II) Departmental profit and loss, assets, liabilities and their measurement basis and reconciliation information should be reported
The information and adjustment of the Company's operating departments are as follows:
| Revenue from external customers Interdepartmental income Total revenue Departmental profit and loss should be reported Share of associates' profit and loss under equity method Net profit before tax Total department assets and liabilities |
2022 | |||||
|---|---|---|---|---|---|---|
| Taiwan $ 861,558 248,464 $ 1,110,022 $ 33,990 $ - |
Taiwan (Solar Power Plant) |
United States 317,973 - 317,973 3,098 - |
Adjustments and write off - (248,464) (248,464) - - |
Total | ||
| 31,887 - 31,887 29,573 - |
1,211,418 - |
|||||
| 1,211,418 | ||||||
| $ | 66,661 8 |
|||||
| 66,669 | ||||||
| - | ||||||
326
| Revenue from external customers Interdepartmental income Total revenue Departmental profit and loss should be reported Share of associates' profit and loss under equity method Net profit before tax Total department assets and liabilities |
2021 | |||||||
|---|---|---|---|---|---|---|---|---|
| Taiwan $ 538,166 311,859 $ 850,025 $ 18,350 $ - |
Taiwan (Solar Power Plant) |
Mainland China - - - (9,309) - |
United States 472,803 - 472,803 49,015 - |
Adjustments and write off - (311,859) (311,859) - - |
Total | |||
| 37,978 - 37,978 17,409 - |
1,048,947 - |
|||||||
| 1,048,947 75,465 (507) $ 74,958 - |
||||||||
| $ | ||||||||
| 74,958 - |
||||||||
The measurement of total assets and liabilities of the Consolidated Company segment information is not provided to the operating decision makers.
(III) Geographical Information
The breakdown of the Consolidated Company is shown below, where revenue is classified on the basis of the geographic location of operations.
| Geographical Revenue from external customers: Americas Asia Europe Oceania Africa Non-current assets: Taiwan United States Total |
2022 $ 363,216 818,278 20,003 4,350 5,571 |
2021 516,308 493,859 26,622 9,330 2,828 |
|---|---|---|
| $ 1,211,418 |
1,048,947 | |
| $ 1,102,322 64,348 |
648,639 58,625 |
|
| $ 1,166,670 |
707,264 |
(IV) Primary Client Information:
Clients with sales of more than 10% of the Consolidated Company's revenue are as follows:
| Client A | 2022 $ - |
2021 110,006 |
|---|---|---|
No client with sales of more than 10% of the Consolidated Company's revenue in 2022.
327
Billion Electric Co., Ltd.