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CSBC Audit Report / Information 2023

Nov 13, 2023

51982_rns_2023-11-13_1916f244-155b-433a-9d04-6945244fa155.pdf

Audit Report / Information

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CSBC CORPORATION, TAIWAN AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS AND

INDEPENDENT AUDITORS’ REPORT DECEMBER 31, 2023 AND 2022


For the convenience of readers and for information purpose only, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.

~1~

CSBC CORPORATION, TAIWAN AND SUBSIDIARIES

Declaration of Consolidated Financial Statements of Affiliated Enterprises

Year ended December 31, 2023, pursuant to “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises,” the entity that is required to be included in the consolidated financial statements of affiliates, is the same as the entity required to be included in the consolidated financial statements of parent and subsidiary companies under IFRS 10. Also, if relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies, it shall not be required to prepare separate consolidated financial statements of affiliates.

Hereby declare,

CSBC CORPORATION, TAIWAN

WEN-LON CHENG

March 8, 2024

~2~

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

PWCR23000659

To the Board of Directors and Shareholders of CSBC CORPORATION, TAIWAN

Opinion

We have audited the accompanying consolidated balance sheets of CSBC CORPORATION, TAIWAN and its subsidiaries (the “Group”) as at December 31, 2023 and 2022, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

~3~

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Group’s 2023 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Group’s 2023 consolidated financial statements are stated as follows:

Accounting estimates and assumptions for total cost of construction contracts

Description

Please refer to Note 4(31) for a description of the accounting policy on construction contracts. Please refer to Note 5 for critical accounting estimates and assumptions for total cost of construction contracts.

The Group is engaged in the business of designing and building of various ships and cruisers. Assumptions for estimated construction cost include cost for equipment, material, labor and etc. Data used for assumptions involves subjective judgement and accounting estimates and are highly uncertain. As a result, assumptions used are material to the total construction cost and further affects the calculation of construction profit.

As the data used for assumptions involves subjective judgement and accounting estimates are highly uncertain, this may affect the completeness and relevant assertions. Considering that the estimated total cost of construction contracts is material to the financial statements, therefore, we assessed that these accounting estimates and assumptions as one of the key audit matters for this year.

How our audit addressed the matter

The scope of our audit responded to the risk as follows:

  1. Assessing the effectiveness of CSBC Group’s internal control regarding the estimation process of total cost of construction contract. This includes:

~4~

  1. (1) Whether the data used by management for estimates and assumptions is complete, relevant and accurate.

  2. (2) Whether accounting estimates and assumptions have been reviewed and approved by proper management level.

  3. (3) Whether the segregation of duties is appropriate.

  4. Obtaining the Estimate at Completion Reports, selecting sample reports and verifying the accuracy, completeness and relevance of the data that was used for assumptions and estimations. Checking whether the use of estimates and assumptions in the Estimate at Completion Reports are appropriate.

  5. Comparing cost at completion for the same or similar ships and then assessing the reasonableness of the Estimate at Completion Report.

Other matter – Parent company only financial reports

We have audited and expressed an unqualified opinion on the parent company only financial statements of CSBC CORPORATION TAIWAN, as at and for the years ended December 31, 2023 and 2022.

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

Management of the Group is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

~5~

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

Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditors’ responsibilities for the audit of the consolidated financial statements

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

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

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

~6~

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

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

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

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

  5. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

~7~

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

Wang, Chun-Kai

[Wu, Chien-Chih ]

For and on behalf of PricewaterhouseCoopers, Taiwan March 8, 2024

------------------------------------------------------------------------------------------------------------------------------The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

~8~

CSBC CORPORATION, TAIWAN AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(2) and 8
6(22)(26) and 7
6(3)(22)
6(3)(22) and 7
6(4)(22)
6(5) and 7
6(2) and 8
6(6)(35)
6(7)
6(8)
6(9)(10)
6(11)
6(32)
6(20)
December 31, 2023
AMOUNT
%
$
7,316,750
19
11,870
-
2,635,201
7
819,550
2
631,370
1
102,507
-
5,828,691
15
3,175,015
8
16,588
-
20,537,542
52
1,262
-
211,885
1
13,510,242
34
2,945,542
8
210,880
1
44,194
-
1,486,753
4
180,586
-
169,659
-
18,761,003
48
$
39,298,545
100
December 31, 2022 December 31, 2022
AMOUNT
$
7,316,750
11,870
2,635,201
819,550
631,370
102,507
5,828,691
3,175,015
16,588
20,537,542
1,262
211,885
13,510,242
2,945,542
210,880
44,194
1,486,753
180,586
169,659
18,761,003
$
39,298,545
AMOUNT
$
2,460,846
17,862
4,672,768
1,247,648
83,873
9,447
5,548,029
12,710,110
30,170
26,780,753
1,259
1,437,395
13,049,687
3,150,472
211,559
53,606
1,496,828
325,168
131,397
19,857,371
$
46,638,124
%
Current assets
1100
Cash and cash equivalents
1136
Current financial assets at amortised
cost
1140
Current contract assets
1170
Accounts receivable, net
1180
Accounts receivable due from related
parties
1200
Other receivables
130X
Inventories
1410
Prepayments
1479
Other current assets, others
11XX
Total current Assets
Non-current assets
1535
Non-current financial assets at
amortised cost
1550
Investments accounted for under
equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1760
Investment property - net
1780
Intangible assets
1840
Deferred income tax assets
1920
Guarantee deposits paid
1975
Net defined benefit asset, non-current
15XX
Total non-current assets
1XXX
Total assets
5
-
10
3
-
-
12
27
-
57
-
3
28
7
1
-
3
1
-
43
100

(Continued)

~9~

CSBC CORPORATION, TAIWAN AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity December 31, 2023
December 31, 2022
Notes
AMOUNT
%
AMOUNT
%
6(12)
$
3,586,270
9
$
7,174,580
15
6(13)
4,135,129
11
3,648,608
8
6(14)(17)
884
-
-
-
6(22)(26) and 7
6,184,121
16
7,688,807
17
6(22)
15
-
17
-
6(22) and 7
2,307,893
6
1,385,564
3
6(15)
1,191,162
3
1,131,560
2
6(32)
18,892
-
6,637
-
6(16)(22)
945,638
2
1,154,186
2
6(8)
309,189
1
269,504
1
73,606
-
98,049
-
6(17)(18)
1,753,370
4
-
-
20,506,169
52
22,557,512
48
6(14)(17)
-
-
15,896
-
6(17)
-
-
1,775,013
4
6(18)
6,940,252
18
7,076,985
15
1,324,697
3
1,324,697
3
6(8)
2,740,624
7
2,947,811
6
6(19)
675,585
2
717,121
2
6(19)
142,568
-
125,238
-
291,883
1
283,091
1
4,854
-
1,133
-
12,120,463
31
14,266,985
31
32,626,632
83
36,824,497
79
6(23) and 7
9,335,146
24
9,317,873
20
892,011
2
-
-
6(17)(24)
277,474
-
752,878
1
6(25)
3,166,471
8
3,166,471
7
(
6,859,930) (
17) (
3,427,274) (
7 )
6(6)
(
122,621)
-
-
-
6,688,551
17
9,809,948
21
(
16,638)
-
3,679
-
6,671,913
17
9,813,627
21
7 and 9
11
$
39,298,545
100
$
46,638,124
100
Current liabilities
2100
Short-term borrowings
2110
Short-term notes and bills payable
2120
Current financial liabilities at fair
value through profit or loss
2130
Current contract liabilities
2150
Notes payable
2170
Accounts payable
2200
Other payables
2230
Current income tax liabilities
2250
Provisions for liabilities - current
2280
Current lease liabilities
2310
Advance receipts
2320
Long-term liabilities, current portion
21XX
Total current Liabilities
Non-current liabilities
2500
Non-current financial liabilities at fair
value through profit or loss
2530
Bonds payable
2540
Long-term borrowings
2570
Deferred income tax liabilities
2580
Non-current lease liabilities
2610
Long-term notes and accounts
payable
2630
Long-term deferred revenue
2645
Guarantee deposits received
2670
Other non-current liabilities, others
25XX
Total non-current liabilities
2XXX
Total Liabilities
Equity attributable to owners of
parent
Share capital
3110
Share capital - common stock
3140
Advance receipts for ordinary share
Capital surplus
3200
Capital surplus
Retained earnings
3320
Special reserve
3350
Accumulated deficit
Other equity
3400
Other equity interest
31XX
Equity attributable to owners of
the parent
36XX
Non-controlling interests
3XXX
Total equity
Significant contingent liabilities and
unrecognised contract commitments
Significant events after the balance
sheet date
3X2X
Total liabilities and equity

The accompanying notes are an integral part of these consolidated financial statements.

~10~

CSBC CORPORATION, TAIWAN AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars, except losses per share amounts)

Items Year ended December 31
2023
2022
Notes
AMOUNT
%
AMOUNT
%
6(26) and 7
$
21,476,365
100
$
21,994,050
100
6(4)(11)(30)(31) and
7
(
23,887,681) (
111) (
25,090,814) (
114)
(
2,411,316) (
11) (
3,096,764) (
14)
6(11)(30)(31)
(
66,969)
-
(
66,007)
-
(
394,740) (
2) (
362,014) (
2)
(
288,960) (
1) (
209,163) (
1)
12(2)
326,032
1
(
24,391)
-
(
424,637) (
2) (
661,575) (
3)
(
2,835,953) (
13) (
3,758,339) (
17)
45,635
-
19,377
-
6(9)(19)(27)
158,486
1
179,342
1
6(28)
(
70,364) (
1)
209,228
1
6(7)(8)(19)(29)
(
228,362) (
1) (
162,460) (
1)
6(6)
(
1,102,759) (
5) (
29,485)
-
(
1,197,364) (
6)
216,002
1
(
4,033,317) (
19) (
3,542,337) (
16)
6(32)
(
17,606)
-
(
6,151)
-
($
4,050,923) (
19) ($
3,548,488) (
16)
6(20)
$
52,636
-
$
145,156
-
6(32)
(
10,527)
-
(
29,031)
-
42,109
-
116,125
-
6(6)
(
122,621)
-
-
-
($
80,512)
-
$
116,125
-
($
4,131,435) (
19) ($
3,432,363) (
16)
($
4,030,606) (
19) ($
3,526,768) (
16)
(
20,317)
-
(
21,720)
-
($
4,050,923) (
19) ($
3,548,488) (
16)
($
4,111,118) (
19) ($
3,410,643) (
16)
(
20,317)
-
(
21,720)
-
($
4,131,435) (
19) ($
3,432,363) (
16)
6(33)
($
4.32) ($
3.78)
4000
Sales revenue
5000
Operating costs
5900
Net operating margin
Operating expenses
6100
Selling expenses
6200
General and administrative expenses
6300
Research and development expenses
6450
Expected credit gain (loss)
6000
Total operating expenses
6900
Operating loss
Non-operating income and expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of loss of associates and joint
ventures accounted for under equity
method
7000
Total non-operating income and
expenses
7900
Loss before income tax
7950
Income tax expense
8200
Loss for the year
Other comprehensive income
Components of other comprehensive
income that will not be reclassified to
profit or loss
8311
Actuarial gain on defined benefit plan
8349
Income tax related to components of
other comprehensive income that will not
be reclassified to profit or loss
8310
Components of other comprehensive
income that will not be reclassified to
profit or loss
Components of other comprehensive
income that will be reclassified to profit
or loss
8370
Share of other comprehensive income of
associates and joint ventures accounted
for using equity method, components of
other comprehensive income that will be
reclassified to profit or loss
8300
Total other comprehensive (loss) income
for the year
8500
Total comprehensive loss for the year
Loss, attributable to:
8610
Owners of parent
8620
Non-controlling interest
Total
Comprehensive loss attributable to:
8710
Owners of the parent
8720
Non-controlling interest
Total
Basic losses per share
9750
Total basic losses per share

The accompanying notes are an integral part of these consolidated financial statements.

~11~

CSBC CORPORATION, TAIWAN AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

Year 2022
Balance at January 1, 2022
Loss for the year
Other comprehensive income
Total comprehensive loss
Capital surplus used to offset accumulated deficit
Difference between consideration and carrying amount of subsidiaries acquired
or disposed
Balance at December 31, 2022
Year 2023
Balance at January 1, 2023
Loss for the year
Other comprehensive income (loss)
Total comprehensive loss
Capital surplus used to offset accumulated deficit
Conversion of convertible bonds
Cash capital increase
Share-based payments
Balance at December 31, 2023
Notes Equity attr ib utable to owners o f the parent Non-controlling
interests
Total equity
Share capital Capital surplus,
additional paid-in
capital
Retained earnings Gains (losses) on
hedging
instruments
Total
Common stock Advance receipts
for share capital
Special reserve Accumulated
deficit
6(24)(25)
6(34)
6(24)(25)
6(17)(23)(24
)
6(23) and 7
6(21)(24)



$ 9,317,873
-
-
-
-
-
$ 9,317,873
$ 9,317,873
-
-
-
-
17,273
-
-
$ 9,335,146
$
-
-
-
-
-
-
$
-
$
-
-
-
-
-
-
892,011
-
$
892,011
$ 3,692,913
-
-
-
(
2,940,035 )
-
$
752,878
$
752,878
-
-
-
(
555,841 )
20,239
-
60,198
$
277,474





$ 3,166,471
-
-
-
-
-
$ 3,166,471
$ 3,166,471
-
-
-
-
-
-
-
$ 3,166,471
($ 2,940,035 )
(
3,526,768 )
116,125
(
3,410,643 )
2,940,035
(
16,631 )
($ 3,427,274 )
($ 3,427,274 )
(
4,030,606 )
42,109
(
3,988,497 )
555,841
-
-
-
($ 6,859,930 )
$
-
-
-
-
-
-
$
-
$
-
-
(
122,621 )
(
122,621 )
-
-
-
-
($
122,621 )
$ 13,237,222
(
3,526,768 )
116,125
(
3,410,643 )
-
(
16,631 )
$ 9,809,948
$ 9,809,948
(
4,030,606 )
(
80,512 )
(
4,111,118 )
-
37,512
892,011
60,198
$ 6,688,551
$
26,318
(
21,720 )
-
(
21,720 )
-
(
919 )
$
3,679
$
3,679
(
20,317 )
-
(
20,317 )
-
-
-
-
($
16,638 )
$ 13,263,540
(
3,548,488 )
116,125
(
3,432,363 )
-
(
17,550 )
$ 9,813,627
$ 9,813,627
(
4,050,923 )
(
80,512 )
(
4,131,435 )
-
37,512
892,011
60,198
$ 6,671,913

The accompanying notes are an integral part of these consolidated financial statements.

~12~

CSBC CORPORATION, TAIWAN AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Loss before tax
Adjustments
Adjustments to reconcile profit (loss)
Expected credit (gain) loss

Depreciation of property, plant and equipment

Depreciation of right-of-use assets

Depreciation of investment property

Amortization

Share of loss of investments accounted for using equity
method

Interest income
Government grant income

(Gain) loss on financial assets and liabilities at fair value
through profit or loss

Proceeds from disposal of property, plant and equipment

Interest expense

Gains arising from lease modifications

Share-based payments

Changes in operating assets and liabilities
Changes in operating assets
Decrease in financial assets at fair value through profit or
loss - current
Decrease (increase) in current contract assets
Decrease in accounts receivable
Increase in accounts receivable - related parties
(Increase) decrease in other receivables
Decrease in other receivables - related parties
Increase in inventories
Decrease in prepayments
Decrease (increase) in other current assets
Decrease in net defined benefit asset-non-current
Changes in operating liabilities
Decrease in current liabilities
Decrease in notes payable
Increase in accounts payable
Decrease in other payables
(Decrease) increase in provisions - current
(Decrease) increase in receipts in advance
Cash inflow (outflow) generated from operations
Interest received
Dividends received
Interest paid
Income tax paid
Net cash flows from (used in) operating activities
Year ended December 31
Notes
2023
2022
( $
4,033,317 ) ( $
3,542,337 )
12(2)
(
326,032 )
24,391
6(7)(30)
652,634
655,832
6(8)(30)
269,604
246,367
6(10)
679
680
6(11)(30)
25,796
21,857
6(6)
1,102,759
29,485
(
45,635 ) (
19,377 )
6(27)(29)(36)
(
12,402 ) (
11,987 )
6(28)
(
14,916 )
18,245
6(28)
2,094
522
6(29)
228,362
162,460
6(36)
(
31 )
-
6(21)
60,198
-
-
11,649
2,042,718 (
1,582,275 )
748,596
726,759
(
547,114 ) (
11,645 )
(
89,458 )
1,867
-
117
(
280,661 ) (
2,720,792 )
9,535,095
562,127
12,740 (
11,009 )
14,374
25,162
(
1,504,686 ) (
2,699,039 )
(
2 ) (
32,407 )
922,329
335,127
(
13,665 ) (
70,392 )
(
208,548 )
135,800
(
48,649 )
39,081
8,492,862 (
7,703,732 )
41,944
18,691
130
-
(
198,725 ) (
131,167 )
(
4,872 ) (
2,585 )
8,331,339 (
7,818,793 )

(Continued)

~13~

CSBC CORPORATION, TAIWAN AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Decrease (increase) in current financial assets at amortised cost
Net cash flow from acquisition of subsidiaries

Cash payments for the purchase of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets

Increase in refundable deposits
Decrease in refundable deposits
Increase in financial assets at amortised cost - non-current
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) increase in short-term loans

Increase in short-term notes and bills payable

Proceeds from long-term debt

Repayments of long-term debt

Repayments of principal portion of lease liabilities

Increase in guarantee deposit received

Decrease in guarantee deposit received

Increase (decrease) in other non-current liabilities

Acquisition of ownership interests in subsidiaries

Cash capital increase

Net cash flows (used in) from financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year
Year ended December 31
Notes
2023
2022
$
5,992 ( $
1,021 )
6(35)(36)
- (
12,407 )
6(36)
(
1,048,502 ) (
881,130 )
-
263
6(11)
(
16,384 ) (
23,037 )
(
60,984 ) (
268,591 )
205,566
118,173
(
3 ) (
1,259 )
(
914,315 ) (
1,069,009 )
6(37)
(
3,588,310 )
4,298,746
6(37)
490,000
50,000
6(37)
65,011
4,531,180
6(37)
(
200,200 )
-
6(37)
(
232,145 ) (
234,448 )
6(37)
174,266
143,419
6(37)
(
165,474 ) (
147,759 )
6(37)
3,721 (
6,824 )
6(35)
- (
17,550 )
6(23)
892,011
-
(
2,561,120 )
8,616,764
4,855,904 (
271,038 )
6(1)
2,460,846
2,731,884
6(1)
$
7,316,750 $
2,460,846

The accompanying notes are an integral part of these consolidated financial statements.

~14~

CSBC CORPORATION, TAIWAN AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

1. HISTORY AND ORGANIZATION

  • (1) On May 1, 1946, Taiwan Machinery and Shipbuilding Company was established by the government, and then was divided into two companies ‘Taiwan Machinery Corporation’ and ‘Taiwan Shipbuilding Corporation (TSBC)’ to split the machinery and shipbuilding business for the purpose of management. In the late 1960s, the government built large shipyards in Xiaogang Kaohsiung which is the current place of business for CSBC CORPORATION, TAIWAN (the “Company”).

  • (2) In July 1973, China Shipbuilding Corporation was established by the government. In the early days, most of its labour and techniques were supported by TSBC and they were both reverted to become state - owned companies under the Ministry of Economic Affairs. In January 1978, China Shipbuilding Corporation merged with TSBC and China Shipbuilding Corporation became the surviving company. The Company and its subsidiaries (collectively referred herein as the “Group”) are primarily engaged in the business of building, manufacturing and repairing of various ships and onshore equipment, ship coating, anti-corrosion coating on large steel structure, surface treatment and professional coating.

  • (3) On March 1, 2007, China Shipbuilding Corporation changed its name to CSBC Corporation, Taiwan.

  • (4) The Company became a listed company since December 22, 2008.

2. THE DATE OF AUTHORIZATION FOR ISSUANCE OF THE CONSOLIDATED FINANCIAL STATEMENTS AND PROCEDURES FOR AUTHORIZATION

  • These consolidated financial statements were authorized for issuance by the Board of Directors on March 8, 2024.

3. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS

  • (1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS”) Accounting Standards that came into effect as endorsed by the Financial Supervisory Commission (“FSC”)

New standards, interpretations and amendments endorsed by FSC and became effective from 2023 are as follows:

are as follows:
New Standards,Interpretations and Amendments Effective date by
International Accounting
Standards Board
Amendments to IAS 1, ‘Disclosure of accounting policies’
Amendments to IAS 8, ‘Definition of accounting estimates’
January 1, 2023
January 1, 2023

~15~

Effective date by
International Accounting
New Standards,Interpretations andAmendments StandardsBoard
Amendments to IAS 12, ‘Deferred tax related to assets and liabilities January 1, 2023
arising from a single transaction’
mendments to IAS 12, ‘International tax reform - pillar two model rules’ May 23, 2023

The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.

(2) Effect of new issuances of or amendments to IFRS Accounting Standards as endorsed by the FSC but not yet adopted by the Group

New standards, interpretations and amendments endorsed by the FSC and will become effective from 2024 are as follows:

New Standards, Interpretations and Amendments Effective date by
International Accounting
StandardsBoard
Amendments to IFRS 16, ‘Lease liability in a sale and leaseback’
Amendments to IAS 1, ‘Classification of liabilities as current or
non-current’
Amendments to IAS 1, ‘Non-current liabilities with covenants’
Amendments to IAS 7 and IFRS 7, ‘Supplier finance arrangements’
January 1, 2024
January 1, 2024
January 1, 2024
January 1, 2024

The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.

(3) IFRS Accounting Standards issued by IASB but not yet endorsed by the FSC

New standards, interpretations and amendments issued by IASB but not yet included in the IFRS Accounting Standards as endorsed by the FSC are as follows:

Accounting Standards as endorsed by the FSC are as follows:
New Standards,Interpretations andAmendments Effective date by
International Accounting
StandardsBoard
Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets
between an investor and its associate or joint venture’
IFRS 17, ‘Insurance contracts’
Amendments to IFRS 17,‘Insurance contracts’
Amendment to IFRS 17, ‘Initial application of IFRS 17 and IFRS 9 –
comparative information’
Amendments to IAS 21, ‘Lack of exchangeability’
To be determined by
International Accounting
Standards Board
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2025

The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.

~16~

4. SUMMARY OF MATERIAL ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

(1) Compliance statement

The consolidated financial statements of the Group have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the FSC (collectively referred herein as the “IFRSs”).

(2) Basis of preparation

  • A. Except for the following items, these consolidated financial statements have been prepared under the historical cost convention:

  • (a) Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.

  • (b) Defined benefit assets recognised based on the net amount of pension fund assets less present value of defined benefit obligation.

  • B. The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.

(3) Basis of consolidation

  • A. Basis for preparation of consolidated financial statements:

  • (a) All subsidiaries are included in the Group’s consolidated financial statements. Subsidiaries are all entities (including structured entities) controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.

  • (b) Inter-company transactions, balances and unrealised gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

~17~

  • (c) Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests even if this results in the noncontrolling interests having a deficit balance.

  • (d) Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any 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.

  • (e) When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognised in profit or loss. All amounts previously recognised in other comprehensive income in relation to the subsidiary are reclassified to profit or loss on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognised in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.

  • B. Subsidiaries included in the consolidated financial statements:

Name of investor
CSBC
CORPORATION,
TAIWAN
CSBC Coating
Solutions Co., Ltd.
Name of subsidiary
CSBC Coating
Solutions Co., Ltd.
CSBC Power
Technology Co., Ltd.
BLUE ACE
CORPORATION
CSBC Construction
Co., Ltd.
Blue Ocean Wind
Power Engineering
(Hong Kong) Limited
Main business activities
Marine coating,
steel structure painting works,
surface treatment, and high-
tech anti-corrosion
Manufacturing of ships and
its components etc.
Marine coating,
steel structure painting
works, surface treatment, and
high-tech anti-corrosion
Construction project
Marine works services
2023
2022
100.00
100.00
86.67
86.67
100.00
100.00
100.00
100.00
100.00
100.00
% of shares held as of
December31,
Description
2023
100.00
86.67
100.00
100.00
100.00
Note 1
Note 2

~18~

  - Note1: On August 12, 2021, the Company cumulatively held a 60% equity interest and obtained control over the investee. Furthermore, on October 12, 2022, the Company acquired additional 26.67% of outstanding shares in that investee. Refer to Notes 6(34) for further information.

  - Note 2: On April 18, 2022, the subsidiary acquired 100% of ownership interest in this company to acquire control over this company. Refer to Note 6(35) for further information.
  • C. Subsidiaries not included in the consolidated financial statements: None.

  • D. Adjustments for subsidiaries with different balance sheet dates: None.

  • E. Significant restrictions: None.

  • F. Subsidiaries that have non-controlling interests that are material to the Group: None.

  • (4) Foreign currency translation

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in New Taiwan Dollar, which is the Company’s functional and the Group’s presentation currency.

  • A. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in profit or loss in the period in which they arise.

  • B. Monetary assets and liabilities denominated in foreign currencies at the period end are re-translated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon retranslation at the balance sheet date are recognised in profit or loss.

  • C. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are retranslated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in other comprehensive income. However, non-monetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.

  • D. All foreign exchange gains and losses are presented in the statement of comprehensive income within ‘other gains and losses’.

~19~

(5) Classification of current and non-current items

  • A. The Company is engaged in the business of shipbuilding, vessel building, major machinery building and ship repairing such that the contractual periods of these projects are usually over one year. Therefore, the assets and liabilities of these projects are classified as current assets or liabilities if the period of the project is shorter than the operating cycle; otherwise they are classified as non-current assets or liabilities. The classification criteria of assets and liabilities that are not project related are as follows Current assets include cash, the assets held for trading or the assets arising from operating activities that are expected to be consumed or to be realized within twelve months from the balance sheet date; fixed assets and other assets that are not classified as current assets are non-current assets. Current liabilities include the liabilities arising mainly from trading activities and are expected to be settled within twelve months from the balance sheet date. The liabilities that are not classified as current liabilities are non-current liabilities.

  • B. Classification of current and non-current items of the Company’s subsidiaries is as follows:

  • (a) Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:

  • i. Assets arising from operating activities that are expected to be realised, or are intended to be sold or consumed within the normal operating cycle;

  • ii. Assets held mainly for trading purposes;

  • iii. Assets that are expected to be realised within twelve months from the balance sheet date;

  • iv. Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the balance sheet date.

  • (b) Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:

  • i. Liabilities that are expected to be settled within the normal operating cycle;

  • ii. Liabilities arising mainly from trading activities;

  • iii. Liabilities that are to be settled within twelve months from the balance sheet date;

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

(6) Cash equivalents

Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.

~20~

(7) Financial assets at fair value through profit or loss

  • A. Financial assets at fair value through profit or loss are financial assets that are not measured at amortised cost or fair value through other comprehensive income.

  • B. On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognised and derecognised using trade date accounting.

  • C. At initial recognition, the Group measures the financial assets at fair value and recognises the transaction costs in profit or loss. The Group subsequently measures the financial assets at fair value, and recognises the gain or loss in profit or loss.

(8) Financial assets at amortised cost

  • A. Financial assets at amortised cost are those that meet all of the following criteria:

  • (a) The objective of the Group’s business model is achieved by collecting contractual cash flows.

  • (b) The assets’ contractual cash flows represent solely payments of principal and interest.

  • B. On a regular way purchase or sale basis, financial assets at amortised cost are recognised and derecognised using trade date accounting.

  • C. At initial recognition, the Group measures the financial assets at fair value plus transaction costs. Interest income from these financial assets is included in finance income using the effective interest method. A gain or loss is recognised in profit or loss when the asset is derecognised or impaired.

(9) Accounts and notes receivable

  • A. Accounts and notes receivable entitle the Group a legal right to receive consideration in exchange for transferred goods or rendered services.

  • B. The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(10) Impairment of financial assets

For debt instruments measured at fair value through other comprehensive income and financial assets at amortised cost, at each reporting date, the Group recognises the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognises the impairment provision for the lifetime expected credit losses (ECLs) if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable or contract assets that do not contain a significant financing component, the Group recognises the impairment provision for lifetime ECLs.

~21~

(11) Derecognition of financial assets

The Group derecognises a financial asset when one of the following conditions is met:

  • A. The contractual rights to receive the cash flows from the financial asset expire.

  • B. The contractual rights to receive cash flows of the financial asset have been transferred and the Group has transferred substantially all risks and rewards of ownership of the financial asset.

  • C. The contractual rights to receive cash flows of the financial asset have been transferred; however, the Group has not retained control of the financial asset.

- (12) Leasing arrangements (lessor) operating leases

Lease income from an operating lease (net of any incentives given to the lessee) is recognised in profit or loss on a straight-line basis over the lease term.

(13) Inventories

The perpetual inventory system is adopted for inventory recognition. Inventories are stated at cost. The cost is determined using the weighted-average method. At the end of period, inventories are evaluated at the lower of cost or net realizable value, and the individual item approach is used in the comparison of cost and net realizable value. The calculation of net realizable value is based on the estimated selling price in the normal course of business, net of estimated costs of completion and estimated selling expenses.

(14) Investments accounted for under the equity method - associates

  • A. Associates are all entities over which the Group has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20 percent or more of the voting power of the investee. Investments in associates are accounted for using the equity method and are initially recognised at cost.

  • B. The Group’s share of its associates’ post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

  • C. When changes in an associate’s equity are not recognised in profit or loss or other comprehensive income of the associate and such changes do not affect the Group’s ownership percentage of the associate, the Group recognises the Group’s share of change in equity of the associate in ‘capital surplus’ in proportion to its ownership.

~22~

  • D. Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

  • E. When the Group loses significant influence over this associate, the Group remeasures any investment retained in the former associate at its fair value. Any difference between fair value and carrying amount is recognised in profit or loss.

  • F. When the Group disposes its investment in an associate, if it loses significant influence over this associate, the amounts previously recognised in other comprehensive income in relation to the associate, are reclassified to profit or loss, on the same basis as would be required if the relevant assets or liabilities were disposed of. If it still retains significant influence over this associate, then the amounts previously recognised in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately in accordance with the aforementioned approach.

- (15) Investment accounted for using equity method joint ventures

Investment of joint arrangements are classified as joint ventures based on its contractual rights and obligations. Unrealised profits and losses arising from the transactions between the Group and its joint venture are eliminated to the extent of the Group’s interest in the joint venture. However, when the transaction provides evidence of a reduction in the net realisable value of current assets or an impairment loss, all such losses shall be recognised immediately. When the Group’s share of losses in a joint venture equals or exceeds its interest in the joint venture together with any other unsecured receivables, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the joint venture.

(16) Property, plant and equipment

  • A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised.

  • B. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

  • C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.

~23~

  • D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each balance sheet date. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of property, plant and equipment are as follows:
Land improvements 5~50 years
Buildings and structures 8~65 years
Machinery and equipment 258 years
Transportation equipment 3~40 years
Leasehold improvements 314 years
Other equipment 2~14 years

(17) Leasing arrangements (lessee) right-of-use assets/ lease liabilities

  • A. Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Group. For short-term leases or leases of lowvalue assets, lease payments are recognised as an expense on a straight-line basis over the lease term.

  • B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Lease payments are comprised of the following:

  • (a) Fixed payments, less any lease incentives receivable;

  • (b) Variable lease payments that depend on an index or a rate;

  • (c) Amounts expected to be payable by the lessee under residual value guarantees;

  • (d) The exercise price of a purchase option, if the lessee is reasonably certain to exercise that option; and

  • (e) Payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

The Group subsequently measures the lease liability at amortised cost using the interest method and recognises interest expense over the lease term. The lease liability is remeasured and the amount of remeasurement is recognised as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.

~24~

  • C. At the commencement date, the right-of-use asset is stated at cost comprising the following:

  • (a) The amount of the initial measurement of lease liability;

  • (b) Any lease payments made at or before the commencement date;

  • (c) Any initial direct costs incurred by the lessee; and

  • (d) An estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.

The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognised as an adjustment to the right-of-use asset.

  • D. For lease modifications that decrease the scope of the lease, the lessee shall decrease the carrying amount of the right-of-use asset and remeasure the lease liability to reflect the partial or full termination of the lease, and recognise the difference in profit or loss.

(18) Investment property

An investment property is stated initially at its cost and measured subsequently using the cost model. Except for land, investment property is depreciated on a straight-line basis over its estimated useful life of 40 ~ 60 years.

(19) Intangible assets

Computer software is stated at cost and amortised on a straight-line basis over its estimated useful life of 5 years.

(20) Impairment of non-financial assets

The Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. Except for goodwill, when the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortised historical cost would have been if the impairment had not been recognised.

(21) Borrowings

Borrowings comprise long-term and short-term bank borrowings. Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.

~25~

(22) Accounts and notes payable

  • A. Accounts payable are liabilities for purchases of raw materials, goods or services and notes payable are those resulting from operating and non-operating activities.

  • B. The short-term notes and accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(23) Convertible bonds

Convertible bonds issued by the Group contain conversion options (that is, the bondholders have the right to convert the bonds into the Group’s common shares by exchanging a fixed amount of cash for a fixed number of common shares), call options and put options. The Group classifies the bonds payable upon issuance as a financial asset, a financial liability or an equity instrument in accordance with the contract terms. They are accounted for as follows:

  • A. The embedded call options and put options are recognised initially at net fair value as ‘financial assets or financial liabilities at fair value through profit or loss’. They are subsequently remeasured and stated at fair value on each balance sheet date; the gain or loss is recognised as ‘gain or loss on valuation of financial assets or financial liabilities at fair value through profit or loss’.

  • B. The host contracts of bonds are initially recognised at fair value. Any difference between the initial recognition and the redemption value is accounted for as the premium or discount on bonds payable and subsequently is amortised in profit or loss as an adjustment to ‘finance costs’ over the period of circulation using the effective interest method.

  • C. The embedded conversion options which meet the definition of an equity instrument are initially recognised in ‘capital surplus—share options’ at the residual amount of total issue price less the amount of financial assets or financial liabilities at fair value through profit or loss and bonds payable as stated above. Conversion options are not subsequently remeasured.

  • D. Any transaction costs directly attributable to the issuance are allocated to each liability or equity component in proportion to the initial carrying amount of each abovementioned item.

  • E. When bondholders exercise conversion options, the liability component of the bonds (including bonds payable and ‘financial assets or financial liabilities at fair value through profit or loss’) shall be remeasured on the conversion date. The issuance cost of converted common shares is the total book value of the abovementioned liability component and ‘capital surplus - share options’.

(24) Derecognition of financial liabilities

A financial liability is derecognised when the obligation under the liability specified in the contract is discharged or cancelled or expires.

~26~

(25) Non-hedging derivatives

Non-hedging derivatives are initially recognised at fair value on the date a derivative contract is entered into and recorded as financial assets or financial liabilities at fair value through profit or loss. They are subsequently remeasured at fair value and the gains or losses are recognised in profit or loss.

(26) Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation on the balance sheet date, which is discounted using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the obligation. When discounting is used, the increase in the provision due to passage of time is recognised as interest expense. Provisions are not recognised for future operating losses.

(27) Employee benefits

  • A. Short-term employee benefits

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognised as expenses in that period when the employees render service.

B. Pensions

(a) Defined contribution plans

For defined contribution plans, the contributions are recognised as pension expenses when they are due on an accrual basis. Prepaid contributions are recognised as an asset to the extent of a cash refund or a reduction in the future payments.

(b) Defined benefit plans

  • i. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Group in current period or prior periods. The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The defined benefit net obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of government bonds (at the balance sheet date) of a currency and term consistent with the currency and term of the employment benefit obligations.

~27~

  • ii. Remeasurement arising on defined benefit plans are recognised in other comprehensive income in the period in which they arise and are recorded as retained earnings.

  • iii. Past service costs are recognised immediately in profit or loss.

C. Termination benefits

Termination benefits are employee benefits provided in exchange for the termination of employment as a result from either the Group’s decision to terminate an employee’s employment before the normal retirement date, or an employee’s decision to accept an offer of redundancy benefits in exchange for the termination of employment. The Group recognises expense as it can no longer withdraw an offer of termination benefits or it recognises relating restructuring costs, whichever is earlier. Benefits that are expected to be due more than 12 months after balance sheet date shall be discounted to their present value.

  • D. Employees’ compensation and directors’ and supervisors’ remuneration

Employees’ remuneration and directors’ and supervisors’ remuneration are recognised as expenses and liabilities, provided that such recognition is required under legal obligation or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates. If employee compensation is paid by shares, the Group calculates the number of shares based on the closing price at the previous day of the board meeting resolution.

- (28) Employee share based payment

For the equity-settled share-based payment arrangements, the employee services received are measured at the fair value of the equity instruments granted at the grant date, and are recognized as compensation cost over the vesting period, with a corresponding adjustment to equity. The fair value of the equity instruments granted shall reflect the impact of market vesting conditions and nonvesting conditions. Compensation cost is subject to adjustment based on the service conditions that are expected to be satisfied and the estimates of the number of equity instruments that are expected to vest under the non-market vesting conditions at each balance sheet date. Ultimately, the amount of compensation cost recognised is based on the number of equity instruments that eventually vest.

(29) Income tax

  • A. The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or items recognised directly in equity, in which cases the tax is recognised in other comprehensive income or equity.

~28~

  • B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.

  • C. Deferred income tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated balance sheet. However, the deferred income tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

  • D. Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognised and recognised deferred income tax assets are reassessed.

  • E. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Deferred income tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realise the asset and settle the liability simultaneously.

  • F. A deferred tax asset shall be recognised for the carryforward of unused tax credits resulting from acquisitions of equipment or technology, research and development expenditures, employees’ training costs and equity investments to the extent that it is possible that future taxable profit will be available against which the unused tax credits can be utilised.

(30) Dividends

Dividends are recorded in the Company’s financial statements in the period in which they are resolved by the Company’s shareholders. Cash dividends are recorded as liabilities; stock dividends are recorded as stock dividends to be distributed and are reclassified to ordinary shares on the effective date of new shares issuance.

~29~

(31) Revenue recognition

  • A. The revenues from construction contracts in relation to shipbuilding, vessel construction and machinery manufacturing are identified to be one performance obligation satisfied over time and are recognised by the percentage-of-completion as of the financial reporting date. The percentage-of-completion is measured based on the percentage of the workload completed to the total expected workload of the contracts. The customer pays at the time specified in the payment schedule. If the services rendered exceed the payment, a contract asset is recognised. If the payments exceed the services rendered, a contract liability is recognised.

  • B. The revenues from service contract in relation to ship/vessel repairs and anti-corrosion coating are identified to be one performance obligation satisfied over time and are recognised by the percentage-of-completion as of the financial reporting date. The percentage-of-completion is measured based on the percentage of the actual cost incurred to the total expected cost of the contracts. At the beginning of the contract period, as the Group may find it difficult to estimate the result of obligation performance, it estimates the actual cost incurred for performing obligations which could be recovered. The contract revenue should be recognised only to the extent of actual costs incurred until the result of obligation performance could by measured reasonably.

  • C. The Group’s estimate about revenue, costs and percentage-of-completion is subject to a revision whenever there is a change in circumstances. Any increase or decrease in revenue or costs due to an estimate revision is reflected in profit or loss during the period when the management become aware of the changes in circumstances.

  • D. As the time interval between the transfer of committed goods or service and the payment of customer does not exceed one year, according to the agreements, the Group does not adjust the transaction price to reflect the time value of money.

  • E. The Company classifies its ship leasing business as an operating lease. Lease income from an operating lease (net of any incentives given to the lessee) is recognised in profit or loss on a straight-line basis over the lease term.

(32) Government grants

Government grants are recognised at their fair value only when there is reasonable assurance that the Group will comply with any conditions attached to the grants and the grants will be received. Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group recognises expenses for the related costs for which the grants are intended to compensate.

~30~

(33) Business combinations

  • A. The Group uses the acquisition method to account for business combinations. The consideration transferred for an acquisition is measured as the fair value of the assets transferred, liabilities incurred or assumed and equity instruments issued at the acquisition date, plus the fair value of any assets and liabilities resulting from a contingent consideration arrangement. All acquisitionrelated costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. For each business combination, the Group measures at the acquisition date components of non-controlling interests in the acquiree that are present ownership interests and entitle their holders to the proportionate share of the entity’s net assets in the event of liquidation at either fair value or the present ownership instruments’ proportionate share in the recognised amounts of the acquiree’s identifiable net assets. All other non-controlling interests should be measured at the acquisition-date fair value.

  • B. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of any previous equity interest in the acquiree over the fair value of the identifiable assets acquired and the liabilities assumed is recorded as goodwill at the acquisition date. If the total of consideration transferred, non-controlling interest in the acquiree recognised and the fair value of previously held equity interest in the acquiree is less than the fair value of the identifiable assets acquired and the liabilities assumed, the difference is recognised directly in profit or loss on the acquisition date.

(34) Operating segments

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision-Maker. The Chief Operating Decision-Maker is responsible for allocating resources and assessing performance of the operating segments.

5. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION UNCERTAINTY

The preparation of these consolidated financial statements requires management to make critical judgements in applying the Group’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year; and the related information is addressed below:

(1) Critical judgements in applying the Group’s accounting policies

None.

~31~

(2) Critical accounting estimates and assumptions

Construction contracts

The Group recognises construction contract revenue and costs using the percentage-of-completion method, wherein the revenue to be recognised is equal to the percentage of completed work out of the total estimated work.

Assumptions for estimated construction cost include cost for equipment, material, labor and etc. Data used for assumptions involves subjective judgement and accounting estimates and are highly uncertain. As a result, assumptions used are material to the total construction cost and further affects the calculation of construction profit.

If the estimated total contract costs had increased/ decreased by 1% with all other variables held constant, construction profit for the year ended December 31, 2023 would have decreased by $595,096 or increased by $539,524 (the construction profit for the year ended December 31, 2022 would have decreased by $544,800 or increased by $595,734).

6. DETAILS OF SIGNIFICANT ACCOUNTS

(1) Cash and cash equivalents

Cash and cash equivalents
Cash on hand and revolving funds
Checking accounts and demand deposits
Time deposits
Bonds sold under repurchase agreement
December31,2023
815
$ 5,240,834
1,558,835
516,266

7,316,750
$
December31,2022
620
$ 766,500
1,693,726
-
2,460,846
$
  • A. The Group transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

  • B. The bonds sold under repurchase agreement held by the Company had high liquidity, so they were classified as cash equivalents.

  • C. On December 31, 2023 and 2022, due to issuance of credit letters and letters of guarantee, pledges and collateral, the Group had restricted cash and cash equivalents, which were classified as financial assets at amortised cost. Refer to Note 6(2) for further information.

(2) Financial assets at amortised cost

Financial assets at amortised cost
Items
Current items:
Restricted bank deposits
Pledged time deposits
Total
Non-current items:
Pledged time deposits
December31,2023
10,794
$ 1,076
11,870
$ 1,262
$
December31,2022
15,441
$ 2,421
17,862
$
1,259
$

~32~

  • A. As at December 31, 2023 and 2022, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the financial assets at amortised cost held by the Group was $13,132 and $19,121, respectively.

  • B. Details of the Group’s financial assets at amortised cost pledged to others as collateral are provided in Note 8.

  • C. Information relating to credit risk of financial assets at amortised cost is provided in Note 12(2).

    • The counterparties of the Group’s investments in certificates of deposit are financial institutions with high credit quality, so the Group expects that the probability of counterparty default is remote.
  • (3) Accounts receivable, net

Accounts receivable, net
December 31,2023 December 31, 2022
Construction receivables $ 602,404
$ 1,326,085
Repair receivables 225,421 250,336
Lease payments receivable 1,099 1,099
828,924 1,577,520
Less: Allowance for doubtful accounts ( 9,374)
( 329,872)
819,550 1,247,648
Accounts receivable - related parties 631,370 84,256
Less: Allowance for doubtful accounts - ( 383)
631,370
83,873
$ 1,450,920 $ 1,331,521

Please refer to Note 7 for related party transactions.

  • A. As of December 31, 2023 and 2022, accounts receivable was mainly from contracts with customers. And as of January 1, 2022, the balance of receivables from contracts with customers (including related parties) amounted to $2,371,935.

  • B. As at December 31, 2023 and 2022, with taking into account collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the Company’ accounts receivable (including related parties) was $1,450,920 and $1,331,521, respectively.

  • C. The Group had no past due accounts receivable.

  • D. Information relating to credit risk is provided in Note 12(2).

~33~

(4) Inventories

Raw materials
Work in process and repair of goods
Construction in progress
Raw materials
Work in process and repair of goods
Construction in progress
December31,2023
Allowance for
Cost
valuation loss
5,495,096
$ 37,559)
($ 221,084
-
150,070
-
5,866,250
$ 37,559)
($ December31,2022
Bookvalue
5,457,537
$ 221,084
150,070
5,828,691
$
Allowance for
Cost
valuation loss
5,263,424
$ 37,271)
($ 286,937
-
34,939
-
5,585,300
$ 37,271)
($
Bookvalue
5,226,153
$ 286,937
34,939
5,548,029
$

The amount of inventories recognised as expense for the years ended December 31, 2023 and 2022 is as follows:

is as follows:
Raw materials costs
Loss on (gain from reversal of) obsolete inventories
Years ended December 31,
2023
2022
11,553,750
$ 12,733,511
$ 288
1,406
(
11,554,038
$ 12,732,105
$
2022
12,732,105
$

The Group wrote down from cost to net realisable value accounted for as an increase of expenses in 2023. The Group reversed a previous inventory write down and accounted for this transaction as a reduction of expenses because the related inventory items were scrapped or sold in 2022.

(5) Prepayments

Prepayments
Prepayments of suppliers
Excess VAT paid
Other prepayments
December31,2023
3,128,454
$ 9,134
37,427
3,175,015
$
December31,2022
12,510,046
$ 114,046
86,018
12,710,110
$

~34~

(6) Investments accounted for under equity method

A. Details of investments accounted for under equity method are as follows:

2023 2022
At January 1 $ 1,437,395
$ 1,466,880
Share of loss of investments ( 1,102,759)
( 29,485)
accounted for using the equity method
Earnings distribution of investments ( 130)
-
accounted for using equity method
Changes in other equity items
-Losses on effective portion of cash flow hedges ( 122,621)
-
At December 31 $ 211,885 $ 1,437,395
December31,2023 December 31, 2022
Associates:
Taiwan International Windpower $ 12,833
$ 12,284
Training Corporation Ltd. (Note 1)
Taiwan Offshore Wind Farm Services - -
Corporation (Note 2)
Fuhai Wind Farm Corporation (Note 3) - -
Joint Ventures:
CSBC - DEME Wind Engineering Co.,
Ltd. (Note 4) 199,052
1,425,111
$ 211,885 $ 1,437,395
  • Note 1: On May 11, 2018, with reporting to the Board of Directors for future reference, the Group, Taiwan International Ports Corporation, Ltd. and other companies jointly established Taiwan International Windpower Training Corporation Ltd. for investment. The Group owns 12% of the investee’s share capital and one seat in the Board of Directors of the investee.

  • Note 2: On March 21, 2014, the Board of Directors has resolved that the Group and Taiwan Generations Corporation would jointly establish Taiwan Offshore Wind Farm Services Corporation. The Group has acquired 40% of share capital in September 2014. The Group has ceased recognising its share of losses in this company since the fourth quarter of 2018 and the unrecognised share of losses in associate for the year ended December 31, 2023 and accumulated share of losses in associate amounted to $870 and $11,641, respectively. On December 13, 2022, the shareholders of Taiwan Offshore Wind Farm Services Corporation resolved to process a reduction in paid-in capital of $9,000. The Group claimed that the resolution had violated the Company Act and the Articles of Incorporation and lodged a complaint to Taipei City Government on January 17, 2023.

~35~

On April 12, 2023, the Group received a decision which was rendered by the Ministry of Economic Affairs to dismiss the Group’s complaint. On February 4, 2023, the Board of Directors of Taiwan Offshore Wind Farm Services Corporation resolved to increase its paid-in capital by issuing 900 thousand new shares with a par value of $10 (in dollars) per share. The effective date of the capital increase was set on March 31, 2023 and the registrations were completed on April 12, 2023. The Group’s ownership interest changed to 4%. The Group was assigned to sit on the Board of Directors of the investee and thus the investment was accounted for using equity method.

On June 9, 2023, the Board of Directors of Taiwan Offshore Wind Farm Services Corporation resolved to increase its paid-in capital by issuing 4,000 thousand new shares with a par value of $10 (in dollars) per share. The effective date of the capital increase was set on August 7, 2023 and the registrations were completed on August 25, 2023. The Group’s ownership interest was 1.47%. However, after the investee re-elected its directors and supervisors on July 13, 2023, the Group assessed that it had lost its significant influence over the investee. Accordingly, the investment was classified as ‘financial assets at fair value through other comprehensive income’. The fair value of the investment amounted to $0 as of December 31, 2023.

  • Note 3: On August 9, 2016, the Board of Directors resolved to invest in Fuhai Wind Farm Corporation and obtained 37.97% of ownership shares. The Company has ceased recognising its share of losses in this company since the third quarter of 2017 and the unrecognised share of losses in associate for the year ended December 31, 2023 and accumulated share of losses in associate amounted to $10,965 and $116,733, respectively. On November 12, 2021, the Board of Directors resolved to increase its paid-in capital by issuing 8,500 thousand new shares with a par value of $10 (in dollars) per share. On December 23, 2021, the Company filed a litigation to the Taiwan Taipei District Court for a declaratory judgment confirming the invalidity of the resolution of the Board of Directors. On August 12, 2022, the Taiwan Taipei District Court dismissed the Company’s case. The Company’s ownership interest changed to 31.44%.

On December 1, 2023, the Board of Directors of Fuhai Wind Farm Corporation resolved to increase its paid-in capital by issuing 4,000 thousand new shares with a par value of $10 (in dollars) per share. The effective date of the capital increase was set on February 1, 2024. The Group’s ownership interest changed to 0.89%. The Group assessed that it had lost its significant influence over the investee. Accordingly, the investment was classified as ‘financial assets at fair value through other comprehensive income’. The fair value of the investment amounted to $0 as of December 31, 2023.

~36~

  • Note 4: On September 12, 2018, the Company’s Board of Directors resolved to jointly invest in CSBC-DEME Wind Engineering Co., Ltd. with DEME Offshore Holding N.V. (formerly named GeoSea N.V.). Although the Company held a 50.0001% equity interest in CSBCDEME Wind Engineering Co., Ltd., the resolutions presented to the Board of Directors of CSBC-DEME Wind Engineering Co., Ltd. require a unanimous approval by both the Company and DEME Offshore Holding N.V. as required by the Articles of Incorporation of CSBC-DEME Wind Engineering Co., Ltd.

    • On January 15, 2020 and March 18, 2021, the Company’s Board of Directors resolved to jointly increase investments in CSBC-DEME Wind Engineering Co., Ltd. with DEME Offshore Holding N.V. for building a marine installation vessel in order to implement maritime engineering business. CSBC-DEME Wind Engineering Co., Ltd. completed the capital increase approximately to $3 billion (approximately EUR 83.24 million). The Company subscribed 15,151,514 shares, equivalent to $1,500,000, according to its shareholding ratio.
  • B. The Group’s share of the operating results in all individually immaterial associates are summarized below:

Gain for the year from continuing operations
Other comprehensive income - net of tax
Total comprehensive income
Years ended December31, Years ended December31,
2023
679
$ -
679
$
2022
821
$ -
821
$
  • C. Share of the operating results of the Group’s individually immaterial joint ventures is summarised below:
Years ended December31,
2023 2022
Loss for the year from continuing operations ($ 1,103,438)
($ 30,306)
Other comprehensive loss - net of tax ( 122,621)
-
Total comprehensive loss ($ 1,226,059) ($ 30,306)
  • D. The Group had impairment loss in investments accounted for using equity method as the carrying amount exceeds recoverable amount. As of December 31, 2022, the accumulated impairment loss recognised by the Group amounted to $124,807.

~37~

(7) Property, plant and equipment

At January 1, 2023
Cost
Accumulated depreciation
and impairment
2023
Opening net book amount
as at January 1
Additions
Reclassifications - costs
Depreciation charge
Disposals - costs
Disposals - accumulated
depreciation
Closing net book amount
as at December 31
At
December 31, 2023
Cost
Accumulated depreciation
and impairment
Land
6,093,941
$ -
6,093,941
$ 6,093,941
$ -
-
-
-
-
6,093,941
$ 6,093,941
$ -
6,093,941
$
Land
improvements
Buildings
Machinery
Transportation
Leasehold
Other
Construction
and structures
and equipment
equipment
improvements
equipment
inprogress
Total
7,952,965
$ 12,580,820
$ 1,594,326
$ 1,077,211
$ 212,413
$ 776,663
$ 31,479,874
$ 6,836,306)
(
8,866,813)
(
821,814)
(
919,959)
(
131,886)
(
-
18,430,187)
(
1,116,659
$ 3,714,007
$ 772,512
$ 157,252
$ 80,527
$ 776,663
$ 13,049,687
$ 1,116,659
$ 3,714,007
$ 772,512
$ 157,252
$ 80,527
$ 776,663
$ 13,049,687
$ -
245
-
3,619
23,380
1,088,039
1,115,283
207,932
467,422
6,016
-
11,405
692,775)
(
-
72,986)
(
434,048)
(
71,488)
(
24,030)
(
18,569)
(
-
652,634)
(
64)
(
365,064)
(
35,175)
(
-
2,446)
(
-
402,749)
(
64
363,036
35,139
-
2,416
-
400,655
1,251,605
$ 3,745,598
$ 707,004
$ 136,841
$ 96,713
$ 1,171,927
$ 13,510,242
$ 8,160,833
$ 12,683,423
$ 1,565,167
$ 1,080,830
$ 244,752
$ 1,171,927
$ 32,192,408
$ 6,909,228)
(
8,937,825)
(
858,163)
(
943,989)
(
148,039)
(
-
18,682,166)
(
1,251,605
$ 3,745,598
$ 707,004
$ 136,841
$ 96,713
$ 1,171,927
$ 13,510,242
$
1,191,535
$ 853,409)
(
338,126
$ 338,126
$ -
-
31,513)
(
-
-
306,613
$ 1,191,535
$ 884,922)
(
306,613
$

~38~

At January 1, 2022
Cost
Accumulated depreciation
and impairment
2022
Opening net book amount
as at January 1
Additions
Reclassifications - costs (Note)
Disposals - costs
Depreciation charge
Disposals - accumulated
depreciation
Closing net book amount
as at December 31
At
December 31, 2022
Cost
Accumulated depreciation
and impairment
Land
6,093,941
$ -
6,093,941
$ 6,093,941
$ -
-
-
-
-
6,093,941
$ 6,093,941
$ -
6,093,941
$
Land
improvements
Buildings
Machinery
Transportation
Leasehold
Other
Construction
and structures
and equipment
equipment
improvements
equipment
inprogress
Total
7,865,426
$ 12,167,910
$ 1,590,583
$ 1,073,756
$ 158,673
$ 595,933
$ 30,702,902
$ 6,776,663)
(
8,494,041)
(
759,866)
(
877,356)
(
122,924)
(
-
17,854,405)
(
1,088,763
$ 3,673,869
$ 830,717
$ 196,400
$ 35,749
$ 595,933
$ 12,848,497
$ 1,088,763
$ 3,673,869
$ 830,717
$ 196,400
$ 35,749
$ 595,933
$ 12,848,497
$ -
1,142
-
3,455
6,746
1,725,510
1,736,853
88,436
475,844
14,414
-
52,185
1,544,780)
(
879,046)
(
897)
(
64,076)
(
10,671)
(
-
5,191)
(
-
80,835)
(
60,540)
(
436,478)
(
72,209)
(
42,603)
(
14,148)
(
-
655,832)
(
897
63,706
10,261
-
5,186
-
80,050
1,116,659
$ 3,714,007
$ 772,512
$ 157,252
$ 80,527
$ 776,663
$ 13,049,687
$ 7,952,965
$ 12,580,820
$ 1,594,326
$ 1,077,211
$ 212,413
$ 776,663
$ 31,479,874
$ 6,836,306)
(
8,866,813)
(
821,814)
(
919,959)
(
131,886)
(
-
18,430,187)
(
1,116,659
$ 3,714,007
$ 772,512
$ 157,252
$ 80,527
$ 776,663
$ 13,049,687
$
1,156,680
$ 823,555)
(
333,125
$ 333,125
$ -
34,855
-
29,854)
(
-
338,126
$ 1,191,535
$ 853,409)
(
338,126
$

Note: The Group previously built a container ship for leasing to others, however, the Board of Directors approved to transfer them for selling. The Group signed a ship sale contract with the owner of ships, and thus the related cost was reclassified as inventory and revenue is recognised in accordance with the construction contract.

~39~

  • A. For the years ended December 31, 2023 and 2022, the Group both had no borrowing costs capitalised as part of property, plant and equipment for both years.

  • B. Significant components and the useful lives of land improvements, buildings, and machinery equipment of the Group are as follows:

  • (a) The significant components of land improvements include construction expenses for wharf, which are depreciated over 45 years.

  • (b) The significant components of buildings include shipyard, plants and warehouse, and office buildings, which are depreciated over 40, 45 and 60 years, respectively.

  • (c) The significant components of machinery equipment include crane, substation and hoisting machine as well as welding machine and working platform, which are depreciated over 18, 30 and 25 years, respectively.

  • C. The Group’s property, plant and equipment all was acquired for self-use and was not pledged to others as collateral.

(8) Lease transactions lessee

  • A. The Group leases various assets including land, buildings and terminal equipment. Rental contracts are typically made for periods of 4 to 20 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose covenants, but leased assets may not be used as security for borrowing purposes and may not affect the ownership of the lessor.

  • B. The carrying amount of right-of-use assets and the depreciation charge are as follows:

Land
Buildings and structures
Transportation equipment
(terminal equipment)
Land
Buildings and structures
Transportation equipment
(terminal equipment)
December31,2023
December31,2022
Bookvalue
Bookvalue
2,672,765
$ 2,834,626
$ 106,219
69,888
166,558
245,958
2,945,542
$ 3,150,472
$ Years endedDecember31,
December31,2022
Bookvalue
2,834,626
$ 69,888
245,958
3,150,472
$
2023
Depreciation expense
161,861
$ 36,680
71,063
269,604
$
2022
Depreciation expense
161,860
$ 14,083
70,424
246,367
$

~40~

  • C. For the years ended December 31, 2023 and 2022, the additions to right-of-use assets were $70,885 and $0, respectively. In addition, the Group had a net increase (decrease) in lease liabilities of $5,319 and ($2,638) for the years ended December 31, 2023 and 2022, respectively, due to the impact of variable lease payments in lease liabilities, and made a corresponding adjustment to the right-of use assets.

  • D. Information on profit or loss in relation to lease contracts is as follows:

Years ended December31, December31,
2023 2022
Items affecting profit or loss
Interest expense on lease liabilities $ 38,456
$ 40,391
Expense on short-term lease contracts 390,017 248,753
Expense on leases of low-value assets 1,506 1,172
Gain on lease modification 31 -
  • E. For the years ended December 31, 2023 and 2022, the Group’s total cash outflow for leases were $662,124 and $524,764, respectively.

(9) Leasing arrangements – lessor

  • A. The Group leases various assets including land, buildings and ships. Rental contracts are typically made for periods of 2 and 5 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. To secure the use of the leased assets, the leased assets may not be used to sublease, sublet, lend, donate, sell or grant to others under any method.

  • In addition, the Group leases rooftop of its plants for lessees to install solar photovoltaic power generation equipment. Rental contracts are typically made for periods of 20 years. Lease payments consist of fixed base rent and variable operating rent.

  • B. For the years ended December 31, 2023 and 2022, the Group recognised rent income in the amounts of $111,556 and $123,958, respectively, based on the operating lease agreement, in which the amounts of variable lease payments were not material.

  • C. The maturity analysis of the lease payments under the operating leases is as follows:

Less than 1 year
Later than 1 year but not later than 5 years
Later than 5 years
December31,2023
29,254
$ 85,469
194,911
309,634
$
December31,2022
25,197
$ 83,330
212,630
321,157
$

~41~

(10) Investment property, net

==> picture [483 x 521] intentionally omitted <==

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

Buildings
Land and structures Total
At January 1, 2023
Cost $ 202,578 $ 29,745 $ 232,323
Accumulated depreciation and impairment - ( 20,764) ( 20,764)
$ 202,578 $ 8,981 $ 211,559
2023
Opening net book amount as at January 1 $ 202,578 $ 8,981 $ 211,559
Depreciation charge - ( 679) ( 679)
Closing net book amount as at December 31 $ 202,578 $ 8,302 $ 210,880
At December 31, 2023
Cost $ 202,578 $ 29,745 $ 232,323
Accumulated depreciation and impairment - ( 21,443) ( 21,443)
$ 202,578 $ 8,302 $ 210,880
Buildings
Land and structures Total
At January 1, 2022
Cost $ 202,578 $ 29,745 $ 232,323
Accumulated depreciation and impairment - ( 20,084) ( 20,084)
$ 202,578 $ 9,661 $ 212,239
2022
Opening net book amount as at January 1 $ 202,578 $ 9,661 $ 212,239
-
Depreciation charge ( 680) ( 680)
Closing net book amount as at December 31 $ 202,578 $ 8,981 $ 211,559
At December 31, 2022
Cost $ 202,578 $ 29,745 $ 232,323
-
Accumulated depreciation and impairment ( 20,764) ( 20,764)
$ 202,578 $ 8,981 $ 211,559
----- End of picture text -----

~42~

  • A. Rental income from the lease of the investment property and direct operating expenses arising from the investment property are shown below:
Years ended December 31,
2023 2022
Rental income from the lease of the
investment property 26,935
$
26,221
$
Direct operating expenses arising from the
investment property that generate rental
income in the period 1,449
$
1,446
$
  • B. The fair value of the investment property held by the Group as at December 31, 2023 and 2022 were $719,444 and $705,345, respectively, which was revalued by independent valuers. Valuations were made using the comparison method, cost method for land development analysis and the income approach.

(11) Intangible assets

Intangible assets
Year ended December31,2023
Other intangible
Software assets Total
At January 1
Cost $ 64,280
$ 13,000
$ 77,280
Accumulated amortisation and impairment ( 23,674) - ( 23,674)
$ 40,606 $ 13,000 $ 53,606
Opening net book amount as at January 1 $ 40,606
$ 13,000
$ 53,606
Additions - acquired separately 16,384 - 16,384
Amortisation charge ( 25,796)
- ( 25,796)
Disposals - costs ( 20,573)
- ( 20,573)
Disposals - accumulated amortisation 20,573 - 20,573
Closing net book amount as at December 31 $ 31,194 $ 13,000 $ 44,194
At December 31
Cost $ 60,091
$ 13,000
$ 73,091
Accumulated amortisation and impairment ( 28,897) - ( 28,897)
$ 31,194 $ 13,000 $ 44,194

~43~

==> picture [483 x 290] intentionally omitted <==

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

Year ended December 31, 2022
Other intangible
Software assets Total
At January 1
Cost $ 53,161 $ - $ 53,161
Accumulated amortisation and impairment ( 13,735) - ( 13,735)
$ 39,426 $ - $ 39,426
-
Opening net book amount as at January 1 $ 39,426 $ $ 39,426
-
Additions - acquired separately 23,037 23,037
-
Additions - acquired through business combinations 13,000 13,000
-
Amortisation charge ( 21,857) ( 21,857)
-
Disposals - costs ( 11,918) ( 11,918)
Disposals - accumulated amortisation 11,918 - 11,918
Closing net book amount as at December 31 $ 40,606 $ 13,000 $ 53,606
At December 31
Cost $ 64,280 $ 13,000 $ 77,280
Accumulated amortisation and impairment ( 23,674) - ( 23,674)
$ 40,606 $ 13,000 $ 53,606
----- End of picture text -----

Details of amortisation on intangible assets are as follows:

Short-term loans
Operating costs
Administrative expenses
Type of loans
Bank loans
Unsecured loans
Procurement unsecured loans
Type of loans
Bank loans
Unsecured loans
Procurement unsecured loans
$ $ December31,2023
3,570,000
$ 16,270
3,586,270
$ December31,2022
7,121,000
$ 53,580
7,174,580
$
Years ended December31, Years ended December31, Years ended December31,
2023
23,725

$ 2,071
25,796
$ Interestraterange
1.75%4.27%
0.65%6.84%
Interestraterange
1.68%2.30%
0.67%5.99%
2022
$ $ 20,182

1,675
$ $ 21,857
Collateral
None
None
Collateral
None
None

(12) Short-term loans

~44~

(13) Short-term notes and bills payable

Short-term notes and bills payable
December31,2023 December31,2022
Commercial papers payable $ 4,140,000
$ 3,650,000
Less: Unamortized discount ( 4,871)
( 1,392)
$ 4,135,129 $ 3,648,608
Annual interest rates 1.44%~1.90% 1.50%~2.09%

The above commercial paper payables are guaranteed and issued by domestic bills financial institutions.

(14) Financial liabilities at fair value through profit or loss

==> picture [482 x 231] intentionally omitted <==

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

Items December 31, 2023 December 31, 2022
Current items:
Financial liabilities designated as at fair value
through profit or loss
-
Call and put options embedded in $ 16,710 $
convertible bonds
Valuation adjustment ( 15,826) -
$ 884 $ -
Non-current items:
Financial liabilities designated as at fair value
through profit or loss
-
Call and put options embedded in $ ($ 16,805)
convertible bonds
Valuation adjustment - 909
-
$ ($ 15,896)
----- End of picture text -----

  • A. Information about the amounts recognised in profit or loss in relation to financial assets (liabilities) at fair value through profit or loss is provided in Note 6(28).

  • B. Information about the terms of the first domestic secured convertible bonds issued by the Group is provided in Note 6(17).

(15) Other payables

Other payables
Accrued expenses
Construction payment refund
Others
December31,2023
1,051,211
$ 89,677
50,274
1,191,162
$
December31,2022
1,065,724
$ 22,896
42,940
1,131,560
$

~45~

(16) Provisions

Provisions
Warranty Onerous contracts Total
At January 1, 2023 $ 590,292
$ 563,894
$ 1,154,186
Additional provisions 452,907 587,269 1,040,176
Used during the year ( 464,458)
( 737,992)
( 1,202,450)
Unused amounts reversed ( 4,427)
( 41,847)
( 46,274)
At December 31, 2023 $ 574,314
$ 371,324
$ 945,638
The analysis of provisions is as follows:
December 31,2023 December31,2022 January1,2022
Realised in one year $ 73,098
$ 461,794
$ 214,307
Realised after one year 872,540 692,392 804,079
$ 945,638 $ 1,154,186 $ 1,018,386
  • A. Provision for warranty

The Group gives warranties on contracts revenue in relation to shipbuilding, vessel construction and anti-corrosion coating. Provision for warranty is estimated based on historical warranty data of products.

  • B. Provision for onerous contract

Under the irrevocable contracts of shipbuilding, vessel construction and anti-corrosion coating, the Group’s estimated provision for onerous contract is the difference between the inevitable cost of existing obligations to be performed in the future and the expected economic benefits from the contracts. The estimated provision may change with the actual construction situation.

- (17) Bonds payable and long term liabilities, current portion

December 31, 2023 December 31,2022
The first domestic secured convertible bonds $ 1,768,300
$ 1,806,300
Less: Discount on bonds payable ( 16,530)
( 31,287)
1,751,770 1,775,013
Less: Expiring within one year
(shown as ‘long-term liabilities,
current portion’) ( 1,751,770) -
$ - $ 1,775,013

~46~

  • A. The issuance of domestic convertible bonds by the Company

  • (a) The terms of the first domestic secured convertible bonds issued by the Company are as follows:

    • i. The Company issued $2 billion, 0% first domestic secured convertible bonds, as approved by the regulatory authority. The bonds mature 5 years from the issue date (February 24, 2020 ~ February 24, 2025).

The bonds will be redeemed in cash at face value at the maturity date. The bonds were listed on the Taipei Exchange on February 24, 2020.

  • ii. The bondholders have the right to ask for conversion of the bonds into common shares of the Company during the period from the date after three month of the bonds issue (May 25, 2020) to the maturity date, except for the stop transfer period as specified in the terms of the bonds or the laws/regulations. The rights and obligations of the new shares converted from the bonds are the same as the issued and outstanding common shares.

  • iii. The conversion price of the bonds is set up based on the pricing model in the terms of the bonds. The conversion price is $25.1 (in dollars) per share, and is subject to adjustments if the condition of the anti-dilution provisions occurs subsequently. The conversion price will be recalculated based on the pricing model in the terms of the bonds on each effective date regulated by the terms. If the recalculated conversion price is lower than the conversion price before the recalculation, the conversion price will be adjusted; however, it will not be adjusted if it is higher.

Where there is an increase in the number of the Company’s issued shares after the issuance of the bonds, the Company shall adjust the conversion price based on the formula stipulated in the terms of the bonds. As of December 31, 2023, the conversion price was NT$22 (in dollars). The conversion price was adjusted to NT$21.4 (in dollars) starting from January 9, 2024.

  • iv. The Company may notify to repurchase all the bonds outstanding in cash at the bonds’ face value within 30 trading days after the closing price of the Company’s common shares is above the then conversion price by at least 30% for 30 consecutive trading days during the period from the date after three months of the bonds issue (May 25, 2020) to 40 days before the maturity date (January 15, 2025).

Alternatively, the Company may repurchase the bonds outstanding in cash at the bonds’ face value at any time if the outstanding balance of the bonds is less than 10% of total initial issue amount during the period from the date after three months of the bonds issue (May 25, 2020) to 40 days before the maturity date (January 15, 2025).

  • v. The bonds set the date after four years from the issue date (February 24, 2024) as the put effective date for the bondholders to early put the bonds back to the Company. The bondholders have the right to require the Company to redeem the bonds in cash at 102.0151% of the bonds’ face value (a yield to put of 0.5%).

~47~

     - vi. Under the terms of the bonds, all bonds redeemed (including bonds repurchased from the Taipei Exchange), matured and converted are retired and not to be re-issued; all rights and obligations attached to the bonds are also extinguished.

  - (b) As of December 31, 2023, the bonds with a face value of $231,700 have been converted into 10,522 thousand common shares. Refer to Note 6(23) for details.
  • B. Regarding the issuance of convertible bonds, the equity conversion options amounting to $96,153 were separated from the liability component and were recognised in ‘capital surplus - share options’ in accordance with IAS 32. The call options and put options embedded in bonds payable were separated from their host contracts and were recognised in ‘financial assets or liabilities at fair value through profit or loss’ in net amount in accordance with IFRS 39 because the economic characteristics and risks of the embedded derivatives were not closely related to those of the host contracts. The effective interest rates of the bonds payable after such separation was 0.8084%.

  • (18) Long term borrowings and long term liabilities current portion

Long-term bank
borrowings
Secured borrowings
Bank of Panshin
Unsecured borrowings
Syndicated loan of
several banks
consisting of Bank
of Taiwan
Bank of Panshin
Bank of Taiwan
Borrowing period and
repayment term
Interest
raterange
3.04%
2.10%
2.34%~
3.19%
2.70%
Collateral
Note 1
None
None
None
December31,2023
Borrowing period is from
June 13, 2022 to June 13,
2026; interest is repayable
monthly and principal is
repayable in a lump sum
amount at maturity.
Refer to Note 2 for
details.
Borrowing period is from
Nov. 11, 2022 to Oct. 25,
2027. Refer to Note 3 for
details.
Borrowing period is from
Sep. 23, 2023 to Dec. 19,
2028.
60,000
$ 4,000,000
38,991
47,000
4,145,991

~48~

Borrowing period and
repayment term
Commercial papers
payable
Mega Bills Finance
Co., Ltd.
Borrowing period is from
Sep. 20, 2023 to Dec. 15,
2026. Refer to Note 4 for
details.
Taishin International
Bank
Borrowing period is from
Jun. 20, 2023 to Dec. 20,
2026. Refer to Note 4 for
details.
China Bills Finance
Corporation
Borrowing period is from
Jun. 20, 2023 to Oct. 24,
2026. Refer to Note 4 for
details.
International Bills
Finance
Corporation
Borrowing period is from
Jun. 21, 2023 to Jun. 20,
2026. Refer to Note 4 for
details.
Subtotal of commercial
papers payable
Carrying amount of commercial papers payable
Less: Current portion
Less: Discount on commercial papers payable
Interest
rate range
1.64%
1.46%
1.46%~
1.53%
1.65%
Collateral
December31,2023
None
800,000
None
800,000
None
700,000

None
500,000

2,800,000
4,139)
(
2,795,861
6,941,852
1,600)
(
6,940,252
$

~49~

Borrowing period and
repayment term
Long-term bank
borrowings
Secured borrowings
Bank of Panshin
Borrowing period is from
June 13, 2022 to June 13,
2026; interest is repayable
monthly and principal is
repayable in a lump sum
amount at maturity.
Unsecured borrowings
Syndicated loan of
several banks
consisting of Bank
of Taiwan
Refer to note 2 for details.
Bank of Panshin
Borrowing period is from
Nov. 11, 2022 to Nov.
11, 2026. Refer to note 3
for details.
Commercial papers
payable
China Bills Finance
Corporation
Borrowing period is from
Sep. 26, 2021 to Oct. 25,
2024. Refer to note 4 for
details.
Taishin International
Bank
Borrowing period is from
Jun. 21, 2021 to Dec. 20,
2024. Refer to note 4 for
details.
Mega Bills Finance
Co., Ltd.
Borrowing period is from
Sep. 24, 2021 to Dec. 15,
2024. Refer to note 4 for
details.
International Bills
Finance
Corporation
Borrowing period is from
Jun. 22, 2021 to Jun. 21,
2024. Refer to note 4 for
details.
Subtotal of commercial
papers payable
Carrying amount of commercial papers payable
Less: Current portion
Less: Discount on commercial papers payable
Borrowing period and
repayment term
Interest
raterange
2.80%
1.80%~
1.95%
2.10%
1.24%~
1.26%
1.09%
1.01%~
1.24%
0.95%
Collateral
December31,2022
Note 1
60,000
$ None
4,000,000
None
21,180
4,081,180
None
700,000
None
800,000
None
1,000,000
None
500,000
3,000,000
4,195)
(
2,995,805
7,076,985
-
7,076,985
$

~50~

  • Note 1: It was a land and building financing of the subsidiary, CSBC Coating Solutions Co., Ltd., under a joint construction and separate sale contract signed with a non-related party. The owner of the land was the joint guarantor and created the land as the first mortgage.

  • Note 2: For the year ended December 31, 2022, the Group and a bank consortium signed a 5-year syndicated credit contract, and the final maturity date is in September 2027 (except for guarantee for bond issuance which matures 5 years and 3 months after proceeds from issuance of bonds are collected). The credit facilities are divided into Tranche A and Tranche B. For Tranche A long-term bank borrowings, the first installment is 30 months from the date of the first drawn and every six months is an instalments after that, in a total of 6 installment. 10% of the principal is repayable from the first to the fifth instalments, and the remaining principal is repayable in the sixth installment. Tranche B credit facilities are further divided into Tranche B1 - long-term bank borrowings, Tranche B2 - long-term commercial papers payable and Tranche B3 - guarantee for bond issuance. The Group can withdraw the facility at its discretion. For Tranches B1 and B2, when each drawdown expires, the Group can directly repay the loan principal that is originally expired with the new drawn loan, without actually remitting funds.

The syndicated credit contract stipulates several financial restrictions, and the Group did not violate those restrictions.

  • Note 3: Interest is repayable monthly; the grace period for the principal is 1 year, the principal is repayable monthly in the amount of $100 from the second year, $300 from the third year and $500 from the fourth year, and the remaining principal is repayable at maturity.

  • Note 4: The Group, bills companies and banks signed the revolving issued commercial papers (60 ~ 180 days) and guaranteed underwriting purchase agreement, and the contract period is 2 ~ 3 years. The agreement can be renewed by both parties upon maturity. During the contract period, the Group only needs to pay fees and interest, and thus it was accounted as ‘longterm borrowings’.

(19) Deferred revenue

  • A. The Republic of China Government started to promote privatization starting from 2008. The Privatization Fund, Executive Yuan, would provide a loan in the amount of $1,500,000 to cover a portion of the shortfall to settle the pension and severance obligation as a result of the privatization. The Group was required to repay the loan to the Privatization Fund in a period of ten years, under the condition that the Company is profitable. As approved by the Executive Yuan in November 2022, the Company can make a yearly repayment starting from 2027. If the earnings after tax in the prior year is below $500 million, the repayment amount is 15% of earnings after tax. If the earnings after tax in the prior year is above $500 million, the repayment amount is the aforementioned ratio plus 20% of earnings after tax exceeding $500 million until the loan is fully repaid. The Group uses the average long-term loan interest rate on the loan for discounting. The discounted values are recorded under “long-term notes payable and payables”.

~51~

The difference between the discounted value and the amount received is listed in “deferred revenue”. The amounts that are payable within one year are listed in “other financial liabilitiescurrent”. The unamortised amounts are shown below:

Long-term notes and accounts receivable
Long-term deferred revenue
December31,2023
December31,2022
675,585
$ 717,121
$ 65,915

24,379

741,500
$ 741,500
$
  • B. Government grants and interest expenses that should be amortised are recognised under ‘other revenue’ and ‘finance costs’, respectively, for the years ended December 31, 2023 and 2022. For more information, please refer to Notes 6(27) and (29).

(20) Pension

  • A. (a)The Company has a defined benefit pension plan in accordance with the Labor Standards Law, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Law. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Company contributes monthly an amount equal to 13% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. Also, the Company would assess the balance in the aforementioned labor pension reserve account by the end of December 31, every year. The Company has assessed that the balance is sufficient to pay the pension calculated by the aforementioned method, to the employees expected to be qualified for retirement next year.

  • (b)The amounts recognised in the balance sheet are as follows:

December 31,2023 December 31,2022
Present value of funded obligations ($ 1,963,946)
($ 1,913,322)
Fair value of plan assets 2,133,605 2,044,719
Net defined benefit liability $ 169,659 $ 131,397

~52~

(c) Movements in net defined benefit liabilities are as follows:

Present value of Present value of Net defined
defined benefit Fair value of plan benefit asset
obligations assets (liability)
Year ended December 31, 2023
Balance at January 1 ($ 1,913,322)
$ 2,044,719
$ 131,397
Current service cost ( 137,250)
- ( 137,250)
Interest (expense) income ( 28,243)
31,114 2,871
( 2,078,815)
2,075,833 ( 2,982)
Remeasurements:
Return on plan assets - 12,347 12,347
Change in financial assumptions - - -
Experience adjustments 40,289 - 40,289
40,289 12,347 52,636
Pension fund contribution - 120,005 120,005
Paid pension 74,580 ( 74,580)
-
Balance at December 31 ($ 1,963,946) $ 2,133,605 $ 169,659
Present value of Net defined
defined benefit Fair value of plan benefit asset
obligations assets (liability)
Year ended December 31, 2022
Balance at January 1 ($ 1,813,037)
$ 1,824,440
$ 11,403
Current service cost ( 146,232)
- ( 146,232)
Interest (expense) income ( 26,875)
27,945 1,070
( 1,986,144)
1,852,385 ( 133,759)
Remeasurements:
Return on plan assets - 125,160 125,160
Change in financial assumptions - - -
Experience adjustments 19,996 - 19,996
19,996 125,160 145,156
Pension fund contribution - 120,000 120,000
Paid pension 52,826 ( 52,826)
-
Balance at December 31 ($ 1,913,322) $ 2,044,719 $ 131,397

~53~

  • (d) The Bank of Taiwan was commissioned to manage the Fund of the Company’s and domestic subsidiaries’ defined benefit pension plan in accordance with the Fund’s annual investment and utilisation plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilisation of the Labor Retirement Fund” (Article 6: The scope of utilisation for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitization products, etc.). With regard to the utilisation of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. If the earnings is less than aforementioned rates, government shall make payment for the deficit after being authorized by the Regulator. The Company has no right to participate in managing and operating that fund and hence the Company is unable to disclose the classification of plan asset fair value in accordance with IAS 19 paragraph 142. The composition of fair value of plan assets as of December 31, 2023 and 2022 is given in the Annual Labor Retirement Fund Utilisation Report announced by the government.

  • (e) The principal actuarial assumptions used were as follows:

Discount rate
Future salary increases
2023
2022
1.50%
1.50%
3.25%
3.25%
Years endedDecember31,
2023
2022
1.50%
1.50%
3.25%
3.25%
Years endedDecember31,
1.50%
3.25%

Future mortality rate is estimated with 70% of the 3rd Taiwan Standard Ordinary Experience Mortality Table. The disability rate is set based on 10% of mortality rate.

Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:

obligation is affected. The analysis was as follows:
Increase 0.25%
Decrease 0.25%
December 31, 2023
32,469)
($ 33,306
$ December 31, 2022
34,954)
($ 35,912
$ Discountrate
Effect on present value
of defined benefit
obligation
Future salaryincreases
Increase 0.25%
Decrease 0.25%
27,876
$ 27,356)
($ 30,588
$ 29,976)
($

The sensitivity analysis above is based on other conditions thate are unchanged but only one assumption is changed. In practice, more than one assumption may change all at once. The method of analysing sensitivity and the method of calculating net pension liability in the balance sheet are the same.

The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous period.

~54~

  • (f) Expected contributions to the defined benefit pension plans of the Group for the year ending December 31, 2024 amount to $96,000.

  • (g) As of December 31, 2023, the weighted average duration of the defined benefit obligations is 10 years. The distribution of the present value of expected defined benefit obligations (within 10 years) is as follows:

10 years) is as follows:
For the year ended December 31, 2024 $ 1,793,195
For the year ended December 31, 2025 1,785,397
For the year ended December 31, 2026 1,754,096
For the year ended December 31, 2027 1,745,865
For the year ended December 31, 2028 1,609,526
For the year ended December 31, 2029 1,253,296
For the year ended December 31, 2030 823,912
For the year ended December 31, 2031 556,556
For the year ended December 31, 2032 478,236
For the year ended December 31, 2033 410,282
  • Note: The same person who meets the retirement conditions will calculate the present value of expected defined benefit obligations in each subsequent year until he/she meets the mandatory retirement age of 65.

  • B. Effective July 1, 2005, the Company and its domestic subsidiaries have established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company and its domestic subsidiaries contribute monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment. The pension costs under the defined contribution pension plans of the Group for the years ended December 31, 2023 and 2022 were $105,989 and $103,393, respectively.

(21) Share-based payment

  • A. The Group’s share-based payment arrangements were as follows:
Type ofarrangement
Cash capital increase reserved
for employee preemption
Grant date
2023.12.08
Quantity
granted
19,545
thousand shares
Contract
period
NA
Vesting
conditions
Vested
immediately

The share-based payment arrangements above are settled by equity.

~55~

  • B. The fair value of stock options granted on grant date is measured using the Black-Scholes optionpricing model. Relevant information is as follows:
Type of
arrangement
Cash capital
increase
reserved for
employee
preemption
Grant date
2023.12.08
Stock
price
20.56
dollars
Expected
Expected
Exercise
price
option
price
volatility
life
17.5
dollars
17.65%
Note 1
26 days
Expected
dividends
-
Risk-free
interest
rate
Note 2
Fair
value
per unit
3.08
dollars
  • Note 1: Expected price volatility rate was estimated by using the stock prices of the most recent period with length of this period approximate to the length of the stock options’ expected life, and the standard deviation of return on the stock during this period.

  • Note 2: It was calculated based on the closing price on the valuation date and interest rate of government bonds in the secondary market announced on the website of Taipei Exchange.

  • C. The Group’s expenses arising from equity-settled share-based payment transactions recognised during the year ended December 31, 2023 was $60,198. There was no such transaction for the year ended December 31, 2022.

(22) Analysis of assets and liabilities

Assets and liabilities of the Group related to the business of shipbuilding, vessel building, major machinery and ship repair, are classified as current or non-current based on the operating cycle. However, such assets and liabilities were analyzed on "one year" basis as follows:

December 31, 2023
Assets
Contract assets (including related parties)
Accounts receivable, net
(including related parties)
Inventories, net
Liabilities
Contract liabilities (including related parties)
Accounts payable
Provision for liabilities
Less than
12 months
2,144,064
$ 1,438,551
5,677,093
9,259,708
$ 338,391
$ 2,108,494
73,098
2,519,983
$
More than
12 months
164,874
$ -
-
164,874
$ 5,835,913
$ -
856,133
6,692,046
$
Total
2,308,938
$ 1,438,551
5,677,093
9,424,582
$
6,174,304
$ 2,108,494
929,231
9,212,029
$

~56~

==> picture [479 x 245] intentionally omitted <==

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

Less than More than
12 months 12 months Total
December 31, 2022
Assets
Contract assets (including related parties) $ 4,078,244 $ 147,993 $ 4,226,237
-
Accounts receivable, net 1,303,416 1,303,416
(including related parties)
Inventories, net 5,508,042 - 5,508,042
$ 10,889,702 $ 147,993 $ 11,037,695
Liabilities
Contract liabilities (including related parties) $ 304,066 $ 7,382,944 $ 7,687,010
-
Accounts payable 1,173,957 1,173,957
Provision for liabilities 461,147 683,322 1,144,469
$ 1,939,170 $ 8,066,266 $ 10,005,436
----- End of picture text -----

(23) Common stock

  • A. As of December 31, 2023, the Company’s authorised capital was $20,000,000, consisting of 2,000,000 thousand shares of ordinary stock and the paid-in capital was $9,335,146, consisting of 933,515 thousand shares of ordinary stock (including private placement of 60 million shares), with a par value of $10 (in dollars) per share. All proceeds from shares issued have been collected.

Movements in the number of the Company’s ordinary shares outstanding are as follows:

At January 1
Conversion of corporate bonds
At December 31
2023
931,787
1,727
933,514
2022
931,787
-
931,787

B. The Company’s special shareholders’ meeting has approved the proposal regarding the capital increase through private placement on December 21, 2017. The record date for capital increase resolved by the Board of Directors at their meeting on May 11, 2018 was May 25, 2018. The amount of capital raised through the private placement was $2,526,000 by issuing common stock amounting to 60 million shares at premium of $42.10 (in dollars) per share, of which the government related entity, Financing Investment Venture Capital, and the management committee of Yao Hua Glass Corp., Ltd. each subscribed 30 million shares amounted to $1,263,000. The Company has completed the registration of the capital increase. The investors in this private placement is entitled to the same rights and obligations as those of outstanding shares except that they cannot freely transfer the shares within 3 years of settlement unless under certain circumstances pursuant to Article 43-8 of Securities and Exchange Act. Under the resolution, the Board of Directors are authorised to file for listing the ordinary shares in private placement with the competent authority after 3 years of settlement.

~57~

  • C. In order to fulfil its capital and repay the bank loans, as resolved by the Board of Directors on August 9, 2023, the Company conducted a public offering for cash capital increase by issuing common stock, which was approved by Financial Supervisory Commission pursuant to JinGuan-Zheng-Fa-Zi Letter No. 1120359199, dated November 17, 2023. The Company issued 225 million common stocks at an issue price of $17.5 (in dollars) per share. The rights and obligations of shares issued at this capital increase are the same as the original common stocks.

The total amount raised was $3.9375 billion, which was completed on January 9, 2024. The effective date of capital increase was set on January 9, 2024 and the registration had been completed.

  • D. In respond to the capital needs of the Company’s development, to fulfil its capital and repay the bank loans, to strengthen the overall financial structure, the Company’s first special shareholders’ meeting had approved the proposal regarding the capital increase by issuing new shares through private placement on October 2, 2023. The total number of shares to be issued through the private placement did not exceed 375 million shares, which would be raised in instalments (up to 3 installments) within one year from the date of resolution of the special shareholders’ meeting. On January 5, 2024, the Board of Directors of the Company resolved that the private placement price was $16.88 (in dollars) with an actual number of shares to be issued through the private placement of 116,025 thousand shares. The paid-in capital amounted to $1.9585 billion, and the proceeds from shares issued were collected on January 18, 2024. The effective date of the capital increase was set on January 19, 2024 and the registrations had been completed.

The abovementioned private placement was subscribed by the government related parties, Financing Investment Venture Capital and the management committee of Yao Hua Glass Co., Ltd. in the amounts of $1.3 billion and $658.5 million, equivalent to 77,014 thousand shares and 39,011 thousand shares, respectively. The investors in this private placement are entitled to the same rights and obligations as those of outstanding shares except that they cannot freely transfer the shares within 3 years of settlement unless under certain circumstances pursuant to Article 438 of Securities and Exchange Act. Under the resolution, the Board of Directors are authorised to file for listing the ordinary shares in private placement with the competent authority after 3 years of settlement.

~58~

(24) Capital surplus

  • A. Pursuant to the R.O.C. Company Law, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Law requires that the amount of capital surplus to be capitalized mentioned above should not exceed 10% of the paid-in capital each year. Capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.
2023 2023
Share Share Employee
premium options stockoptions Total
At January 1 $ 666,037
$ 86,841
$ 752,878
Capital surplus used to off set ( 555,841)
- ( 555,841)
accumulated deficits
Conversion of convertible bonds 22,066 ( 1,827)
20,239
Share-based payment transactions -
- 60,198 60,198
At December 31 $ 132,262
$ 85,014 $ 60,198 $ 277,474
2022
Share Share
premium options Total
At January 1 $ 3,606,072
$ 86,841
$ 3,692,913
Capital surplus used to off set
accumulated deficits ( 2,940,035) - ( 2,940,035)
At December 31 $ 666,037 $ 86,841
$ 752,878
  • B. Please refer to Note 6(17) for the information of capital surplus—share options.

(25) Retained earnings

  • A. Under the Company’s Articles of Incorporation, the current year’s earnings, if any, shall first be used to pay all taxes and offset prior years’ operating losses and then 10% of the remaining amount shall be set aside as legal reserve until the legal reserve equals the total capital stock balance. Appropriation of the remainder shall be proposed by the Board of Directors and resolved by the stockholders.

  • B. The Company’s dividend policy is summarized below:

As the Company operates in a volatile business environment and is in the stable growth stage, the residual dividend policy is adopted taking into consideration the Company’s financial structure, operating results and future expansion plans. According to the dividend policy adopted by the Board of Directors, at least 10% of the Company’s distributable earnings shall be appropriated as dividends, and cash dividends shall account for at least 10% of the total dividends distributed.

~59~

  • C. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the balance of the reserve exceeds 25% of the Company’s paid-in capital.

  • D. (a) In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.

  • (b) The amounts previously set aside by the Company as special reserve amounting to $3,201,365 on initial application of IFRSs in accordance with Jin-Guan-Zheng-Fa-Zi Letter No. 1010012865, dated April 6, 2012, shall be reversed proportionately when the relevant assets are used, disposed of or reclassified subsequently. Such amounts are reversed upon disposal or reclassified if the assets are investment property of land, and reversed over the use period if the assets are investment property other than land.

  • (c) The Company disposed land in 2013 and 2018. Therefore, the Company reversed special reserve of $34,894 to undistributed earnings.

  • E. The proposals for deficit compensation for the years ended December 31, 2022 and 2021 were resolved by the stockholders at the regular stockholders’ meeting on June 28, 2023 and June 22, 2022, respectively. After offsetting the deficit compensation with capital surplus, additional paidin capital of $555,841 and $2,940,035, respectively, the accumulated deficit to be covered were both $0, and thus dividends will not be distributed.

On March 8, 2024, the Board of Directors has proposed the deficit compensation for year 2023.

(26) Operating revenue

Operating revenue
Revenue from contracts with customers
Others - ship rental revenue
Years ended December31,
2023
21,415,950
$ 60,415
21,476,365
$
2022
21,916,485
$ 77,565
21,994,050
$

The Group’s operating revenue is from contracts with customers.

~60~

A. Disaggregation of revenue from contracts with customers

The Group derives revenue from the transfer of goods and services over time in the following major product types:

Construction of ships and vessels
Vessel construction
Shipbuilding
All other segments
Ship/vessel repair
Machinery building
Anti-corrosion coating
Others
2023
2022
11,843,025
15,330,882

5,671,647
$ 5,167,993
$
17,514,672
20,498,875

1,632,744
1,163,687
1,578,244
38,361)
(
228,162
257,209
462,128
35,075
3,901,278
1,417,610
21,415,950
$
21,916,485
$ Years endedDecember31,

B. Contract assets and liabilities

The Group has recognised the following revenue-related contract assets and liabilities:

December 31,2023 December 31,2022 January 1, 2022
Contract assets $ 2,835,615
$ 3,050,755
$ 2,392,962
Contract assets - related parties 5,735 1,833,313 904,323
2,841,350 4,884,068 3,297,285
Less: Loss allowance ( 206,149) ( 211,300)
( 191,442)
$ 2,635,201 $ 4,672,768 $ 3,105,843
Contract liabilities $ 4,745,568
$ 7,426,902
$ 10,354,225
Contract liabilities - related parties 1,438,553 261,905 33,621
$ 6,184,121 $ 7,688,807 $ 10,387,846

Please refer to Note 7 for related party transactions.

Revenue recognised that was included in the contract liability balance at the beginning of the period

The Group had a contract liability balance at the beginning of the period, of which $7,580,334 and $9,955,222 was recognised as revenue for the years ended December 31, 2023 and 2022, respectively.

~61~

  • C. As of December 31, 2023, the total transaction price allocated to unfulfilled contract obligations was $44,140,316 and this amount would be recognised as revenue gradually with the completion process of shipbuilding, vessel construction and anti-corrosion coating. The shipbuilding, vessel construction and anti-corrosion coating are expected to be completed during the period from January 2024 to October 2031.

(27) Other income

Other income
Years ended December 31,
2023 2022
Rental revenue $ 51,141
$ 46,393
Government grant revenue 13,413 89,763
Indemnity revenue 10,382
16,138
Others 83,550 27,048
$ 158,486 $ 179,342

(28) Other gains and losses

Other gains and losses
Years ended December 31,
2023 2022
Gain (loss) on financial assets and liabilities at 14,916 ( 18,245)
fair value through profit or loss
Losses on disposal of property, plant and equipment ( 2,094)
( 522)
Foreign exchange (losses) gains ($ 18,737)
$ 274,958
Other losses ( 64,449)
( 46,963)
($ 70,364) $ 209,228

(29) Finance costs

Finance costs
Years endedDecember31,
2023 2022
Interest expense:
Bank loans $ 303,628
$ 175,400
Amortisation on lease liabilities 38,456 40,391
Amortisation on convertible bonds 14,175 14,287
Expenses amortised from government 12,402 11,987
grants payable
Less: Capitalisation of qualifying assets ( 140,299)
( 79,605)
$ 228,362 $ 162,460

~62~

(30) Expenses by nature

Expenses by nature
Years ended December31,
2023 2022
Direct materials $ 11,553,750
$ 12,733,511
Change in inventory of finished goods and work
in process 2,257,716 3,202,346
Employee benefit expense 3,772,479
3,641,796
Depreciation charges 922,238
902,199
Amortisation charges 25,796
21,857
Outsourcing fees 3,185,715 2,872,778
Professional service fees 791,725 790,008
Other expenses 1,802,899 1,587,894
Operating costs and expenses $ 24,312,318
$ 25,752,389

(31) Employee benefit expense

Employee benefit expense
Wages and salaries
Labor and health insurance fees
Pension cost
Directors’ remuneration
Employee stock option
Other personnel expenses
Years ended December 31,
2023
3,101,580
$ 297,454
240,368
3,644
60,198
69,235
3,772,479
$
2022
3,045,884
$ 282,094
248,555
3,435
-
61,828
3,641,796
$
  • A. According to the Articles of Incorporation of the Company, the Company shall distribute employees’ compensation, based on the distributable profit of the current year, in a ratio of profit. Employees’ compensation can be distributed in the form of shares or in cash. If a company has accumulated deficit, earnings should first be channeled to cover losses. Employees’ compensation shall account for 1% to 5%, directors’ remuneration shall account for less than 1%, of the amount of current year’s pre-tax profit but excluding the employees’ compensation and directors’ remuneration.

  • B. The Company did not recognise employees’ compensation and directors’ renumeration as a result of the operating deficit for the years ended December 31, 2023 and 2022.

The Board of Directors resolved not to appropriate employees’ compensation and directors’ renumeration as a result of the operating accumulated deficit for the years ended December 31, 2023 and 2022.

~63~

Information about employees’ compensation and directors’ and supervisors’ remuneration of the Company as resolved by the meeting of Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

  • (32) Income tax expense

  • A. Income tax expense

    • (a) Components of income tax expense:
Components of income tax expense:
Years ended December31,
2023 2022
Current tax:
Current tax on profits for the year $ 19,527
$ 7,204
(Over) underestimation provision of
income tax in prior year ( 1,469)
1,456
Total current tax 18,058 8,660
Deferred tax:
Origination and reversal of
temporary differences ( 452)
( 2,509)
Income tax expense $ 17,606
$ 6,151
  • (b) The income tax (charge)/credit relating to components of other comprehensive income is as follows:
follows:
Remeasurement of defined
benefit obligations
Years endedDecember31,
2023
10,527
$
2022
29,031
$
  • B. Reconciliation between income tax expense and accounting profit:
Years endedDecember31, Years endedDecember31, Years endedDecember31,
2023 2022
Tax calculated based on loss before tax and ($ 782,458)
($ 708,467)
statutory tax rate
Tax exempt income by tax regulation 3,789 1,898
Effects from items disallowed by tax regulation 325,489 12,277
Taxable loss not recognised as deferred tax assets 472,255 698,987
Prior year income tax (overestimation)
underestimation ( 1,469)
1,456
Income tax expense $ 17,606 $ 6,151

~64~

  • C. Amounts of deferred tax assets or liabilities as a result of temporary difference and tax losses are as follows:
as follows:
2023
Recognised
Recognised in other
in profit or comprehensive
January1 loss income December31
Deferred tax assets:
Temporary differences:
Estimation of construction loss $ 112,779
($ 43,747)
$ -
$ 69,032
Unrealized warranty liability 118,058 ( 3,195)
- 114,863
Unused compensated absences 60,297 ( 4,062)
- 56,235
Allowance for doubtful accounts 62,405
4,846 - 67,251
Others ( 8,401)
( 9,881)
( 10,527)
( 28,809)
Tax losses 1,151,690 56,491 - 1,208,181
1,496,828 452 ( 10,527)
1,486,753
Deferred tax liabilities:
Unrealised land value
incremental reserve ( 1,324,697) - - ( 1,324,697)
Total $ 172,131 $ 452 ($ 10,527)
$ 162,056
2022
Recognised
Recognised in other
in profit or comprehensive
January1 loss income December31
Deferred tax assets:
Temporary differences:
Estimation of construction loss $ 84,694
$ 28,085
$ -
$ 112,779
Unrealized warranty liability 118,983 ( 925)
- 118,058
Unused compensated absences 62,827 ( 2,530)
- 60,297
Allowance for doubtful accounts 63,318 ( 913)
- 62,405
Others 26,611 ( 5,981)
( 29,031)
( 8,401)
Tax losses 1,167,555 ( 15,865)
- 1,151,690
1,523,988 1,871 ( 29,031)
1,496,828
Deferred tax liabilities:
Unrealised land value
incremental reserve ( 1,324,697)
- - ( 1,324,697)
Others ( 638)
638 - -
( 1,325,335) 638 - ( 1,324,697)
Total $ 198,653 $ 2,509 ($ 29,031) $ 172,131

~65~

D. Expiration dates of unused tax losses and amounts of unrecognised deferred tax assets are as follows:

December 31, 2023

Year incurred
Amountfiled/ assessed
2015
Assessed
2016
Assessed
2017
Assessed
2018
Assessed
2019
Assessed
2020
Assessed
2021
Assessed
2022
Amount filed
2023
Estimated filing amount
Unused amount
671,021
$ 1,190,142

6,700,185

2,577,518
2,657,346
2,305,136
282,377

3,315,172
3,060,545
22,759,442
$
Unrecognised
deferred
taxassets
Expiry year
-
$ 2025
-
2026
2,520,443
2027
2,577,518
2028
2,657,346
2029
2,305,136

2030
282,377
2031
3,315,172
2032
3,060,545
2033
16,718,537
$

December 31, 2022

Year incurred
Amount filed/ assessed
2015
Assessed
2016
Assessed
2017
Assessed
2018
Assessed
2019
Assessed
2020
Assessed
2021
Amount filed
2022
Estimated filing amount
Unused amount
671,021
$ 1,190,142
6,700,185
2,577,518
2,657,346
2,305,136
282,377
3,409,213
19,792,938
$
Unrecognised
deferred
taxassets
-
$ -
2,802,895
2,577,518
2,657,346
2,305,136
282,377
3,409,213
14,034,485
$
Expiry year
2025
2026
2027
2028
2029
2030
2031
2032
  • E. The Company’s income tax returns through 2021 have been assessed and approved by the Tax Authority. As of March 8, 2024, there was no administrative remedies.

~66~

(33) Losses per share

==> picture [483 x 263] intentionally omitted <==

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

Year ended December 31, 2023
Weigthted average
number of ordinary Losses per
Amount shares outstanding share
after tax (shares in thousands) (in dollars)
Basic losses per share
Loss attributable to ordinary shareholders ($ 4,030,606) 933,148 ($ 4.32)
Year ended December 31, 2022
Weigthted average
number of ordinary Losses per
Amount shares outstanding share
after tax (shares in thousands) (in dollars)
Basic losses per share
Loss attributable to ordinary shareholders ($ 3,526,768) 931,787 ($ 3.78)
----- End of picture text -----

The Company’s convertible corporate bonds had anti-dilution effect for the years ended December 31, 2023 and 2022; thus, they were not included in the calculation of diluted losses per share.

(34) Transactions with non-controlling interest

Acquisition of additional equity interest in a subsidiary

On October 12, 2022, the Group acquired an additional 26.67% of shares of its subsidiary—CSBC Power Technology Co., Ltd. for a total cash consideration of $17,550. The carrying amount of noncontrolling interest in CSBC Power Technology Co., Ltd. was $1,380 at the acquisition date. This transaction resulted in a decrease in the non-controlling interest by $919 and a decrease in the equity attributable to owners of the parent by $16,631. The effect of changes in interests in CSBC Power Technology Co., Ltd. on the equity attributable to owners of the parent for the year ended December 31, 2022 is shown below:

31, 2022 is shown below:
Year ended December31,2022
Carrying amount of non-controlling interest acquired $ 919
Consideration paid to non-controlling interest ( 17,550)
Difference between consideration and carrying amount of
subsidiaries acquired (shown as ‘deficits to be covered’) ($ 16,631)

There was no such transaction for the year ended December 31, 2023.

~67~

(35) Business combinations

  • A. (a) On January 20, 2022, the subsidiary, CSBC Coating Solutions Co., Ltd., contracted to acquire 100% of ownership interest of Longquan Civil Engineering Co. for $20,149 to obtain control over it, and the legal procedure had been completed on April 18, 2022. This entity was renamed as CSBC Construction Co., Ltd. (CSBC Construction)and is a Class A comprehensive construction enterprise.

  • (b) The following table summarises the consideration paid for CSBC Construction Co., Ltd. and the fair values of the assets acquired and liability assumed at the acquisition date:

April 18,2022
Purchase consideration
Cash paid $ 500
Other payables 19,649
$ 20,149
Fair value of the identifiable assets acquired
and liabilities assumed
Cash and cash equivalents $ 593
Other current assets 3,856
Intangible assets - Class A comprehensive construction 13,000
enterprise registration certificate
Other non-current assets 7,691
Other current liabilities ( 4,991)
Total identifiable net assets $ 20,149
  • (c) The operating revenue and net profit contributed by CSBC Construction were not significant since the merger with the Group on April 18, 2022.

  • (d) There was no such transaction for the year ended December 31, 2023.

(36) Supplemental cash flow information

  • A. Investing activities with partial cash payments:
pplemental cash flow information
Investing activities with partial cash payments:
Years ended December31,
2023 2022
Purchase of property, plant and equipment $ 1,115,283
$ 1,736,853
AddBeginning balance of payable on equipment 22,896 41,711
LessEnding balance of payable on equipment ( 89,677)
( 22,896)
LessReclassified to inventory - ( 874,538)
Cash paid during the year $ 1,048,502 $ 881,130

~68~

B. Investment and financing activities with no cash flow effects:

Years ended December31, December31,
Interest expense amortised from government grants $ 2023
12,402
$ 2022
11,987
Increase in right-of-use assets $ 70,885
$ -
Less: Increase in lease liabilities ( 70,885)
-
$ -
$ -
Decrease in right-of-use assets $ 11,530
$ -
Less: Decrease in lease liabilities ( 11,561)
-
Gains arising from lease modifications ($ 31)
$ -
Increase/decrease in lease labilities due $ 5,319
($ 2,638)
to remeasurement
Less: Increase/decrease in right-of-use assets ( 5,319)
2,638
$ - $ -
The unpaid amount for acquisition of a subsidiary
(shown as ‘other payables’) $ 7,149
$ 7,149
Long-term liabilities, current portion $ 1,753,370
$ -
Convertible bonds being converted to capital stocks $ 37,512 $ -

(37) Changes in liabilities from financing activities

Short-term borrowings
Short-term notes and bills payable
Corporate bonds payable (Note)
Long-term borrowings (Note)
Lease liability
Long-term notes and accounts payable
Long-term deferred revenue
Guarantee deposits received
Other non-current liabilities, others
2023
Changes in
cash flow from
Changes in
January1
financingactivities
non-cash items
7,174,580
$ 3,588,310)
($ -
$ 3,648,608
490,000
3,479)
(
1,775,013
-
23,243)
(
7,076,985
135,189)
(
56
3,217,315
232,145)
(
64,643
717,121
-
41,536)
(
125,238
-
17,330
283,091
8,792
-
1,133
3,721
-
24,019,084
$ 3,453,131)
($ 13,771
$
December31
3,586,270
$ 4,135,129
1,751,770
6,941,852
3,049,813
675,585
142,568
291,883
4,854
20,579,724
$

~69~

Changes in
cash flow from
Changes in
January1
financingactivities
non-cash items
Short-term borrowings
2,875,834
$ 4,298,746
$ -
$ Short-term notes and bills payable
3,599,104
50,000
496)
(
Corporate bonds payable
1,760,726
-
14,287
Long-term borrowings
2,548,831
4,531,180
3,026)
(
Lease liability
3,454,401
234,448)
(
2,638)
(
Long-term notes and accounts payable
705,134
-
11,987

Long-term deferred revenue
181,604
-

56,366)
(
Guarantee deposits received
287,431
4,340)
(
-

Other non-current liabilities, others
7,957
6,824)
(
-
15,421,022
$ 8,634,314
$ 36,252)
($ 2022
December31
7,174,580
$ 3,648,608
1,775,013
7,076,985
3,217,315
717,121
125,238
283,091
1,133
24,019,084
$

Note: Including current portion.

7. RELATED PARTY TRANSACTIONS

(1) Names of related parties and relationship

Names of related parties Relationship with the Group CPC Corporation, Taiwan The Company’s legal entity director Yue-Li Investment Corporation The Company’s legal entity director, it was dismissed due to the expiry of term of office on June 22, 2022. China Steel Corporation The Company’s legal entity director, it was dismissed due to the expiry of term of office on June 22, 2022. China Steel Express Corporation Subsidiary of the Company’s legal entity director. However, the corporate director was dismissed due to the expiry of term of office on June 22, 2022. Sing Da Marine Structure Corporation Subsidiary of the Company’s legal entity director. However, the corporate director was dismissed due to the expiry of term of office on June 22, 2022.

Taiwan International Windpower Training Corporation Ltd. Taiwan Offshore Wind Farm Services Corporation Fuhai Wind Farm Corporation

Associate

Associate. However, the Company assessed that it had lost its significant influence over the investee since August 2023. Details are provided in Note 6(6). Associate. However, the Company assessed that it had lost its significant influence over the investee since December 2023. Details are provided in Note 6(6). Joint venture

CSBC-DEME Wind Engineering Co., Ltd. Joint venture CDWE Green Jude Shipowner Co., Ltd. Subsidiary of a joint venture

~70~

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Names of related parties Relationship with the Group
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Names of relatedparties Relationship with theGroup
Financing Investment Venture Capital Government related entity
Yao Hua Glass Co.,Ltd. Management Government related entity
Committee
National Defense Industrial Development Government related entity
Foundation

(2) Significant related party transactions and balances

A. Operating revenue

nificant related party transactions and balances
Operating revenue
Other related parties:
Joint ventures
CSBC-DEME Wind Engineering Co., Ltd.
Key management:
The Company’s legal entity director
CPC Corporation, Taiwan
Subsidiary of the Company’s legal entity director
China Steel Express Corporation
Sing Da Marine Structure Corporation
2023
2022
890,874
$ 1,768,669
$ 800,211
94,555
-
204,000
-
82,166)
(
1,691,085
$ 1,985,058
$ Years endedDecember31,
1,985,058
$
  • (a) The price was based on the contract signed by both parties, and the collection terms were approximately the same as those to third parties.

(b) On June 30, 2020, the Group entered into an agreement with CSBC-DEME Wind Engineering Co., Ltd. to build a heavy lift and installation vessel for its offshore wind power engineering. Please refer to item C for further information. The delivery of the vessel had been completed in July 2023.

B. Purchases of goods

Purchases of goods
Purchases of goods:
Key management:
Legal entity director
CPC Corporation, Taiwan
China Steel Corporation
Years ended December 31,
2023
194,280
$ -
194,280
$
2022
59,369
$ 448,291
507,660
$

The price was based on the contract signed by both parties, and the collection terms were approximately the same as those to third parties.

~71~

C. Contract assets and contract liabilities

Contract assets and contract liabilities
December31,2023 December 31,2022
Contract assets:
Key management:
Legal entity director
CPC Corporation, Taiwan $ 5,735
$ -
Joint ventures:
CSBC-DEME Wind Engineering Co., Ltd. -
1,643,123
Associates :
Fuhai Wind Farm Corporation (Note) -
190,190
5,735 1,833,313
Less: Loss allowance ( 33)
( 197,666)
$ 5,702 $ 1,635,647

Note: In March 2014, the Group was commissioned by Fuhai Wind Farm Corporation (hereafter referred to as Fuhai) for the construction of a meteorological observation tower, offshore windfarm off the coast of Changhua County included in Changhua Offshore Pilot Project and Fuhai offshore windfarm for a total contract price of NT$3.2 billion. However, Bureau of Energy, MOEA decided to reject the development project in February 2018 because of the disapproved Environmental Impact Assessment. The Group has recognised impairment loss amounting to $190,190 since the contract assets may not be recovered as assessed. As of December 31, 2023, Fuhai was no longer a related party of the Group.

Contract liabilities:

D. Receivables from related parties
Key management:
Legal entity director CPC Corporation, Taiwan
Accounts receivable :
Joint ventures:
CSBC-DEME Wind Engineering Co., Ltd.
Key management:
Legal entity director
CPC Corporation, Taiwan
Less: Loss allowance
December31,2023
December31,2022
1,438,553
$ 261,905
$ December31,2023
December31,2022
631,370
$ -
$ -
84,256
631,370
84,256
-
383)
(
631,370
83,873

~72~

December 31, 2023

December 31, 2022

E. Prepaid accounts

E. Prepaid accounts
December31,2023
December31,2022
F.
G.
Payables to related parties
Endorsements and guarantees provided to related parties
Key management:
Legal entity director
CPC Corporation, Taiwan
2,275
$ December31,2023
Accounts payable:
Key management:
Legal entity director
CPC Corporation, Taiwan
2,665
$ December31,2023
Other related parties:
Joint ventures
CSBC-DEME Wind Engineering Co., Ltd.
Endorsement/guarantee amount (Note)
34,682,489
$ Actual amount drawn down
34,119,211
$
5,352
$
December31,2022
2,665
$
December31,2022
28,908,120
$
-
$
  • Note: It included the amount of endorsement/guarantee provided amounting to EUR 1.017 billion and EUR 883.5 million, respectively. The actual amount drawn down included EUR 1.002 billion and EUR 0, respectively. The exchange rate of translation into New Taiwan dollars at the financial reporting date was 33.98 and 32.72, respectively.

H. Others

  • (a) Details on capital increase from the related parties are provided in Note 6(23).

  • (b) The Company’s joint venture, CSBC-DEME Wind Engineering Co., Ltd. signed a Zhang Fang and West Island Offshore Wind Farm Fan Transportation and Installation Plan on November 19, 2019. The Company and DEME Offshore are the joint contractors of the plan and issued performance letter of guarantee and advance payment guarantee with a total amount of EUR 11,802 thousand for contracting the construction according to their shareholding ratios. The Company issued bank guarantee amounting to EUR 5,901 thousand (NT$200 million) based on its shareholding ratio of 50.0001%.

  • The Company collected the service charge, which CSBC-DEME Wind Engineering Co., Ltd. assumed due to obtaining the bank guarantee based on the agreement, on behalf of banks (and the Company paid the charges to the bank). For the years ended December 31, 2023 and 2022, banking charges amounted to $943 and $1,198, respectively.

~73~

  • (c) In order to provide performance guarantee and prepayment guarantees for the transportation and installation of the offshore wind turbines and the ocean pile and floating vessel of Zhong Neng Offshore Wind Farm Project, the joint venture, CSBC-DEME Wind Engineering Co., Ltd., entered into a syndicated credit contract with First Commercial Bank, Ltd. as the management bank and other banks, and obtained a total credit line of EUR 29.9 million. The Company and DEME Offshore Holding NV (‘the contractor’) jointly issued a letter of support for the contract stating the following matters: For the duration of syndicated credit contract, the contractor shall jointly hold directly or indirectly not lower than 51% of the shares at any time, controlling more than 50% of the board seats, and commit to maintaining the normal operating as well as optimal and appropriate financial condition of the joint venture.

  • (d) Information on Significant Contingent Liabilities and Unrecognised Contract Commitments is provided in Note 9.

(3) Key management compensation

Key management compensation
Salaries and other short-term employee benefits
Post-employment benefits
Share-based payments
Years ended December 31,
2023
26,415
$ 2,838
486
29,739
$
2022
24,533
$ 2,706
-
27,239
$

8. PLEDGED ASSETS

The Group’s assets pledged as collateral are as follows:

The Group’s assets pledged as collateral are as follows:
Pledged asset
December31,2023
December31,2022
Restricted bank deposits
(shown as ‘‘Current financial
assets at amortised cost’’)
10,794
$ 15,441
$ Pledged time deposits
(shown as ‘financial assets at
amortised cost - current’)
1,076
2,421
Pledged time deposits
(shown as ‘‘Non-current financial
assets at amortised cost’’)
1,262
1,259
13,132
$ 19,121
$ Bookvalue
Purpose
Guarantee for issuance
of letter of credit and
letters of guarantee
Construction deposits
for warranty
Construction deposits
for warranty

~74~

  1. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNISED CONTRACT COMMITMENTS (1) The balance of the Group’s unused letters of credit for import of materials is as follows:
(2)
(3)
(4)
The amounts of unfulfilled contract obligations of the Group’s contracts are as
December31,2023
Balance of unused letters of credit
764,635
$
The amounts of unfulfilled contract obligations of the Group’s contracts are as
December31,2023
Balance of unused letters of credit
764,635
$
December31,2022
1,946,475
$

follows:
Purchase contracts to be paid
Outsourcing construction contracts to be paid

December31,2023
2,387,174
$ 2,114,499
4,501,673
$
911,253
$ 1,707,067
2,618,320
$
  • (5) As of December 31, 2023 and 2022, the amounts of guarantee notes issued by the Group for the bank borrowings were $57.099 billion and $57.479 billion, respectively.

  • (6) On March 16, 2022, the Board of Directors of the subsidiary, CSBC Coating Solutions Co., Ltd. (“CSBC Coating Solutions”), approved to sign a joint construction and separate sale contract with a non-related party for the land on Pingsong section, Xiaogang District. The ratios of the joint construction and separate sale for the landowner and CSBC Coating Solutions are 25% and 75%, respectively. CSBC Coating Solutions expected to invest about $553.46 million as construction cost. The contract period starts from the signature date to December 31, 2025.

  • (7) The Group, Century Iron and Steel Industrial Co., Ltd. and Taiwan Generations Corp. are the jointoriginators for Fuhai Wind Farm Corporation (Fuhai Corporation). The joint-originators entered into the “Incentive Program of Offshore Wind Power Demonstration System” (“the Government Grant Scheme”) on August 19, 2013, which was granted by the Ministry of Economic Affairs, and committed to be jointly responsible for Fuhai Corporation. The total amount of endorsement/ guarantee provided by the Group amounted to $886 million. On November 9, 2018, the Board of Directors of the Group during their meeting resolved to cease the endorsement/ guarantee amount to Fuhai Corporation.

~75~

Because Fuhai Wind Farm Corporation failed to comply with the regulation of the “Incentive Program of Offshore Wind Power Demonstration System”, the Bureau of Energy exercised the right of performance bond and took back the entire government grant. Accordingly, the Group recognised losses amounting to $75,000 for the year ended December 31, 2018.

In addition, the Ministry of Economic Affairs claimed past due liquidated damages amounting to $88.6 million from Fuhai Corporation, as a joint-originator of the Incentive Program, the Group was committed to be jointly responsible for Fuhai Corporation. Currently, the case is still ongoing. According to the Group’s designated lawyer, the Ministry of Economic Affairs has not indicated its intention of claiming the liquidated damages from the Group and the Group has not reached the payment stage, therefore, the Group did not estimate the possible losses on liquidated damages.

  • (8) Refer to Note 7 for the endorsements/guarantees provided by the Group to others.

10. SIGNIFICANT DISASTER LOSS

None.

11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE

  • (1) The Company increased its capital by issuing new shares through public offering and private placement. The offering was completed on January 9, 2024 and January 18, 2024, respectively. Refer to Note 6(23) for details.

  • (2) On March 8, 2024, the Board of Directors of the Company approved to provide an additional endorsements/guarantees in the amount of EUR 262.9 million (approximately NTD 8.9333 billion), to CSBC-DEME Wind Engineering Co., Ltd. for the business requirement.

12. OTHERS

(1) Capital management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. Following the industry practices, the Group uses gearing ratio to control capital.

The Group’s policy is to maintain a stable gearing ratio. Ratios are as follows:

Gearing ratio December31,2023
83%
December31,2022
79%

~76~

(2) Financial instruments

A. Financial instruments by category

Note: Including current portion.
Financial assets
Financial assets mandatorily measured
at fair value through profit or loss
Designation of equity instrument
Financial assets at amortised cost
Cash and cash equivalents
Financial assets at amortised cost
(including non-current portion)
Accounts receivable (including related
parties)
Other receivables (including related
parties)
Guarantee deposits paid
Financial liabilities
Financial liabilities at fair value through
profit or loss
Financial liabilities designated as at
fair value through profit or loss
Financial liabilities at amortised cost
Short-term borrowings
Short-term notes and bills payable
Notes payable (including related
parties)
Accounts payable
Other payables
Corporate bonds payable (Note)
Long-term borrowings (Note)
Long-term notes and accounts payable
Guarantee deposits received
Lease liability
December31,2023
-
$ 7,316,750
$ 13,132
819,550
102,507
180,586
8,432,525
$ December31,2023
884
$ 3,586,270
$ 4,135,129
15
2,307,893
1,191,162
1,751,770
6,941,852
675,585
291,883
20,881,559
$ 3,049,813
$
December31,2022
-
$
2,460,846
$ 19,121
1,331,521
9,447
325,168
4,146,103
$
December31,2022
15,896
$
7,174,580
$ 3,648,608
17
1,385,564
1,131,560
1,775,013
7,076,985
717,121
283,091
23,192,539
$
3,217,315
$

~77~

B. Financial risk management policies

The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, price risk and interest rate risk), credit risk and liquidity risk. To minimise any adverse effects on the financial performance of the Group, derivative financial instruments, such as cross currency swap contracts are used to hedge certain exchange rate risk. Derivatives are used exclusively for hedging purposes and not as trading or speculative instruments.

For supervising management, the Board of Directors has set related rules to authorize the management to perform daily operations within acceptable risk range and requires the internal audit to inspect the management and report on a regular basis. The internal audit must report to the Board of Directors if there is any unusual situation at any time, and respond to the situations adequately.

C. Significant financial risks and degrees of financial risks

  • (a) Market risk

Foreign exchange risk

  • i. The foreign exchange risk is mainly arising from USD, EUR and JPY. Management has set up a policy to require the Company to manage its foreign exchange risk against its nonfunctional currency. The Group is required to hedge its entire foreign exchange risk exposure with the treasury. Exchange rate risk is measured through a forecast of highly probable foreign currency revenues and expenditures. Forward swap contracts are adopted to minimise the volatility of the exchange rate affecting forecast foreign currency income and cost of inventory purchases.

  • ii. The Group’s businesses involve some non-functional currency operations. The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:

Financialassets December31,2023 December31,2023
Foreign Currency
(inthousands)
47,767
$ 22,312
526,236
2,911
501
ExchangeRate
30.66
33.78
0.22
4.30
30.76
BookValue (NTD)
1,464,536
$ 753,699
115,772
12,517
15,411
Monetaryitems
USD:NTD
EUR:NTD
JPY:NTD
CNY:NTD
Financial liabilities
Monetaryitems
USD:NTD

~78~

December31,2022 December31,2022
Foreign Currency
(inthousands)
ExchangeRate
Book Value (NTD)
Financial assets
Monetary items
USD:NTD $ 87,891

30.66
$ 2,694,738
Financial liabilities
Monetaryitems
USD:NTD 1,019 30.76 31,344
EUR:NTD 587 32.92 19,324
  • iii. If NTD had appreciated/ depreciated by 1% against USD with all other variables held constant, effect to post-tax profit (loss) is as follows:
If NTD had appreciated/
depreciated by1% against tax
Increase (decrease) in net profit (loss) after tax
Years endedDecember31, Years endedDecember31,
2023
18,649
$
2022
21,153
$
  • iv. The net exchange (loss) gain arising from significant foreign exchange variation on the monetary items held by the Group for the years ended December 31, 2023 and 2022, amounted to ($18,737) and 274,958, respectively.

Price risk

The Group is not exposed to significant commodity price risk.

Interest rate risk

  • i. The convertible bonds issued by the Company are zero-interest bonds with conversion options, and its fair value is affected by the stock price volatility. Based on the assessment, there is no material change in interest rate that would expose the Group to cash flow risk.

  • ii. The Group’s main interest rate risk arises from long-term borrowings with variable rates, which expose the Group to cash flow interest rate risk. If the interest rate had increased by 0.25% with all other variables held constant, cash flows for the years ended December 31, 2023 and 2022 would have increased/decreased by $17,365 and $17,703, respectively.

(b)Credit risk

Credit risk refers to the risk of financial loss to the Group arising from default by the clients or counterparties of financial instruments on the contract obligations. The main factor is that counterparties could not repay in full the accounts receivable and other receivables based on the agreed terms. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors.

~79~

Cash and cash equivalents, financial assets at fair value through profit or loss and financial assets at amortised cost

The Group only trades with counterparties with good credit, in accordance with the Group’s transaction policies. There is no recent violation of significant cash and cash equivalents, financial assets at fair value through profit or loss and financial assets at amortised cost.

Contract assets, accounts receivable and other receivables

  • i. The Group appointed external agency to perform proper credit investigations for customers before signing the contracts of shipbuilding, vessel construction and machinery manufacturing. The results of the credit investigations were low risk, therefore, the credit risks of relevant receivables (primarily under accounts receivable or contract assets) were low risk.

  • ii. The Group’s contract assets and accounts receivable were due from government (including state-owned enterprises) and general business. To maintain the quality of the accounts receivable and contract assets, the Group has established credit risk management procedures for operating. The Group considered customers’ financial status, historical trading record and future economic condition in accordance with types of customer, and took into account factors that may influence customers’ ability to pay to assess the credit quality of customers. The Group estimated expected credit loss by individual assessment.

  • iii. In line with credit risk management procedure, when the counterparty failed to fulfil the mutual agreements nor to conduct negotiation, the default has occurred.

  • iv. As of December 31, 2023 and 2022, the expected loss rates of not past due accounts receivable and contract assets were 1% and 0.58%; 1% and 0.455%, respectively.

  • After considering the counterparties’ financial status, historical experience and other factors, the expected credit loss based on the individual assessment amounted to $315,838 as of December 31, 2022. There was no such transaction as of December 31, 2023.

  • v. Movements in relation to the Group applying the simplified approach to provide loss allowance for accounts receivable and contract assets are as follows:

2023
Accounts Contract
receivable assets Total
At January 1 $ 330,255
$ 211,300
$ 541,555
Reversal of impairment loss ( 320,881)
( 5,151)
( 326,032)
At December 31 $ 9,374 $ 206,149 $ 215,523

~80~

Accounts
Contract
receivable
assets
At January 1
325,722
$ 191,442
$ Provision for impairment loss
4,533
19,858
At December 31
330,255
$ 211,300
$ 2022
Total
517,164
$ 24,391
541,555
$

For the years ended December 31, 2023 and 2022, the expected credit gains (losses) arising from accounts receivable and contract assets generated from customers’ contracts amounted to $326,032 and ($24,391), respectively.

vi. As of December 31, 2023 and 2022, the balances of receivables and contract assets from the top three counterparties amounted to $3,360,638 and $4,534,022, respectively. The credit risk concentration occurs when the ability of counterparties to meet its contractual obligations is affected by changes in economic or other conditions.

(c)Liquidity risk

The table below analyses the Group’s non-derivative financial liabilities and net-settled or gross-settled derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date for non-derivative financial liabilities and to the expected maturity date for derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows.

December 31, 2023:

December 31, 2023:
Non-derivative financial liabilities:
Short-term borrowings
Short-term notes payable
Payables
Lease liability
Corporate bonds payable (Note)
Long-term borrowings (Note)
Derivative financial liabilities:
Options embedded in
convertible bonds
Note: Including current portion.
Less than
1year
3,590,753
$ 4,140,000
3,761,668
309,189
1,768,300
83,731
13,653,641
$ 884
$
Between 1
and 2years
-
$ -
546,676
286,453
-
2,886,067
3,719,196
$ -
$
Between 2
and5 years
-
$ -
188,530
583,406
-
4,260,313
5,032,249
$ -
$
Over5 years
-
$ -
544,350
2,232,789
-
-
2,777,139
$
-
$

~81~

December 31, 2022:
Non-derivative financial liabilities:
Short-term borrowings
Short-term notes payable
Payables
Lease liability
Corporate bonds payable
Long-term borrowings
Derivative financial liabilities:
Options embedded in
convertible bonds
Less than
1year
7,179,480
$ 3,650,000
2,819,788
269,504
-
77,285
13,996,057
$ -
$
Between 1
and 2years
-
$ -
685,514
272,504
1,806,300
3,078,669
5,842,987
$ 15,896
$
Between 2
and5 years
Over5 years
-
$ -
$ -

-
443,420

155,155
707,274
2,367,279
-
4,288,667
-

5,439,361
$ 2,522,434
$ -
$ -
$

The Group and many public and private financial institutions entered into comprehensive credit facility contracts whereby the undrawn borrowings facilities are sufficient for its future operating activities and to fulfill its capital commitments.

(3) Fair value estimation

  • A. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:

  • Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.

  • Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The fair value of the Group’s investment in derivative instruments is included in Level 2.

  • Level 3: Unobservable inputs for the asset or liability. The fair value of the investment property, equity investment without active market and the call and put options embedded in convertible bonds held by the Group is included in Level 3.

  • B. Fair value information of investment property at cost is provided in Note 6(10).

  • C. Financial instruments not measured at fair value

The carrying amounts of cash and cash equivalents, financial assets at amortised cost, accounts receivable, other receivables, guarantee deposits paid, short-term borrowings, short-term notes and bills payable, notes payable, accounts payable, other payables, bonds payable, long-term borrowings (including current portion), long-term notes and accounts payable, guarantee deposits received and lease liabilities are approximate to their fair values.

~82~

  • D. The related information of financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities at December 31, 2023 and 2022 is as follows:

  • (a) The related information of natures of the assets and liabilities is as follows: December 31, 2023:

December 31, 2022:
Assets
Recurring fair value measurements
Financial assets at fair value
through profit or loss
Equity securities
Liabilities
Recurring fair value measurements
Financial liabilities at fair value
through profit or loss
Options embedded in convertible
bonds
Assets: none.
Liabilities
Recurring fair value measurements
Financial liabilities at fair value
through profit or loss
Options embedded in convertible
bonds
Level 1
-
$ -
$ Level 1
-
$
Level 2
-
$ -
$ Level 2
-
$
Level3
-
$ 884
$ Level3
15,896
$
Total
-
$
884
$
Total
15,896
$
  • (b) The methods and assumptions the Group used to measure fair value are as follows:

Certain inputs used in the valuation model for measuring the fair value of the Group’s debt instruments with embedded derivatives in are not observable at market, and the Group must make reasonable estimates based on its assumptions. The effect of unobservable inputs to the valuation of financial instruments is provided in Note 12(3)I.

  • E. For the years ended December 31, 2023 and 2022, there was no transfer between Level 1 and Level 2.

~83~

  • F. The following chart is the movement of Level 3 for the years ended December 31, 2023 and 2022:
2023
Derivative instrument
At January 1
15,896
$ (Gains) losses recognised in profit or loss
Recorded as non-operating income and expenses
14,917)
(
Converted in the year
95)
(
At December 31
884
$ Movement of unrealised (gain) loss in profit or loss of
liabilities held as at December 31, 2023 and 2022
(Note)
14,917)
($
2022
Derivative instrument
7,045
$ 8,851
-
15,896
$
8,851
$

Note: Recorded as non-operating income and expense.

  • G. For the years ended December 31, 2023 and 2022, there was no transfer into or out from Level 3.

  • H. Treasury segment is in charge of valuation procedures for fair value measurements being categorised within Level 3, which is to verify independent fair value of financial instruments using the actuarial reports issued by external experts. Such assessment is to ensure the valuation results are reasonable by applying independent information to make results close to current market conditions, confirming the resource of information is independent, reliable and in line with other resources and represented as the exercisable price, and frequently calibrating valuation model, performing back-testing, updating inputs used to the valuation model and making any other necessary adjustments to the fair value.

  • I. The following is the qualitative information of significant unobservable inputs and sensitivity analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement:

value measurement:
Hybrid instrument:
Hybrid instrument:
Options embedded
in convertible
bonds
Options embedded
in convertible
bonds
Fair value at
December31,2023
884
$ Fair value at
December31,2022
15,896
$
Valuation
technique
Valuation
technique
Binary tree
convertible bond
valuation model
Binary tree
convertible bond
valuation model
Input
Stock price
Volatility
Risk discount rate
Input
Stock price
Volatility
Risk discount rate
Range
(weighted average)
20.30 dollars
29.37%
1.3698%
Range
(weighted average)
19.50 dollars
30.23%
1.4908%

~84~

The higher the stock price, the higher the redemption value; the lower the volatility, the lower the redemption value; the lower the risk discount rate, the higher the redemption value. Thus, the redemption value for the year decreased (redemptions are financial assets of the issue company). Put options are also affected by the change in stock price, volatility and risk-free interest rate. The higher the stock price, the lower the put option value; the lower the volatility, the higher the put option value; the lower the risk discount rate, the lower the put option value. Thus, the put option value for the year decreased (put options are financial liabilities of the issue company).

  • J. The Group has carefully assessed the valuation models and assumptions used to measure fair value. However, use of different valuation models or assumptions may result in different measurement. The following is the effect of profit or loss from financial assets and liabilities categorised within Level 3 if the inputs used to valuation models have changed:
Financial liabilities
Hybrid instrument
Financial liabilities
Hybrid instrument
Input
Stock price volatility
Input
Stock price volatility
Favourable change
Unfavourable change
530
$ 884)
($ Favourable change
Unfavourable change
1,626
$ 2,168)
($ December31,2022
Recognised in profit or loss
December 31, 2023
Recognisedinprofit or loss
Change
±5%
Change
±5%

13. SUPPLEMENTARY DISCLOSURES

  • (1) Significant transactions information

  • A. Loans to others: Please refer to table 1.

  • B. Provision of endorsements and guarantees to others: Please refer to table 2.

  • C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to table 3.

  • D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company’s paid-in capital: None.

  • E. Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

  • F. Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

  • G. Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paidin capital or more: Please refer to table 4.

  • H. Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more: Please refer to table 5.

~85~

  • I. Trading in derivative instruments undertaken during the reporting periods: Please refer to Note 6(14) for the information.

  • J. Significant inter-company transactions during the reporting periods: Please refer to table 6.

(2) Information on investees

Names, locations and other information of investee companies (not including investees in Mainland China): Please refer to table 7.

(3) Information on investments in Mainland China

  • A. Basic information: None.

  • B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: None.

(4) Major shareholders information

Major shareholders information: Please refer to table 8.

14. SEGMENT INFORMATION

(1) General information

Management has determined the operating segments based on the reports reviewed by the Chief Operating Decision-Maker that are used to make strategic decisions. The Chief Operating DecisionMaker considers the business from a product perspective. The reportable operating segments derive their revenue primarily from the construction and repairing of ships and vessels. As other businesses, mainly including machinery engineering, leases and coating, do not meet the quantitative thresholds required by IFRS 8, the results of these operations are included in the ‘all other segments’ column.

(2) Measurement of segment information

The Chief Operating Decision-Maker assesses the performance of the operating segments based on the gross profit of each business category. This measurement basis excludes the effects of operating expenses, non-operating revenue and non-operating expenses from the operating segments.

Information about operating segments

The segment information provided to the Chief Operating Decision-Maker for the reportable segments for the years ended December 31, 2023 and 2022 is as follows:

~86~

Year ended December 31, 2023

Construction
of ships
andvessels
Revenue from external
customers
17,514,672
$ Inter-segment revenue
-
Total segment revenue
17,514,672
$ Segment (loss) profit
3,111,847)
($ Undistributed amount:
Operating expenses
Depreciation and
amortization
Interest income
Interest expense
Income tax expense
Loss on investments
accounted for using
equity method
Total undistributed amount
Segment assets (Note 2)
Investments accounted for
under equity method
Increase in non-current assets
Segment liabilities (Note 2)
Ship / vessel
repairs
1,632,744
$ -
1,632,744
$ 367,407
$
Adjustments
and
All other
eliminations
segments
(Note 1)
Total
2,328,949
$ -
$ 21,476,365
$ 1,243,994
1,243,994)
(
-
3,572,943
$ 1,243,994)
($ 21,476,365
$ 453,671
$ 120,547)
($ 2,411,316)
($ 400,129)
($ 24,508)
(
45,635
228,362)
(
17,606)
(
1,102,759)
(
1,727,729)
($ 39,298,545
$ 211,885
$ 245,534
$ 32,626,632
$

~87~

Year ended December 31, 2022

Construction
of ships
andvessels
Revenue from external
customers
20,498,875
$ Inter-segment revenue
-
Total segment revenue
20,498,875
$ Segment (loss) profit
3,572,990)
($ Undistributed amount:
Operating expenses
Depreciation and
amortization
Interest income
Interest expense
Income tax expense
Loss on investments
accounted for using
equity method
Total undistributed amount
Segment assets (Note 2)
Investments accounted for
under equity method
Increase in non-current assets
Segment liabilities (Note 2)
Ship / vessel
repairs
1,163,687
$ -
1,163,687
$ 304,995
$
Adjustments
and
All other
eliminations
segments
(Note 1)
Total
331,488
$ -
$ 21,994,050
$ 451,857
451,857)
(
-
783,345
$ 451,857)
($ 21,994,050
$ 171,231
$ -
$ 3,096,764)
($ 639,646)
($ 21,929)
(
19,377
162,460)
(
6,151)
(
29,485)
(
840,294)
($ 46,638,124
$ 1,437,395
$ -
$ 36,824,498
$

Note 1: Refers to the elimination of inter-segment revenue.

Note 2: Segment assets and liabilities are regularly provided to the Chief Operating Decision-Maker, but not distributed to each reportable segment.

~88~

(3) Information about segment profit or loss, assets and liabilities

The revenue from external parties reported to the Chief Operating Decision-Maker is measured in a manner consistent with that in the statement of comprehensive income. A reconciliation of segment profit to profit (loss) before tax and discontinued operations is provided as follows:

Years ended December31, December31,
2023 2022
Segment loss ($ 2,744,440)
($ 3,267,995)
Other segment profit 333,124 171,231
Total segments ( 2,411,316)
( 3,096,764)
Operating expenses ( 424,637)
( 661,575)
Non-operating income and expenses ( 1,197,364)
216,002
Loss before tax and discontinued operations ($ 4,033,317) ($ 3,542,337)

(4) Information on products and services

Revenues from external customers are mainly derived from the construction of ships and vessels. Breakdown of the revenue from all sources is as follows:

Revenue from construction of ships and vessels
Revenue from ship/vessel repair
Revenue from machinery manufacturing
Revenue from anti-corrosion coating
Other revenue
Total
2023
2022
17,514,672
$ 20,498,875
$ 1,632,744
1,163,687
1,578,244
38,361)
(
228,162
257,209
522,543
112,640
21,476,365
$ 21,994,050
$ Years endedDecember31,

(5) Geographical information

Revenue information by geographic area:

Revenue information by geographic area:
Taiwan
Singapore
Others
Total
Revenue
Non-current assets
17,855,585
$ 16,710,858
$ 3,494,632
-
126,148
-
21,476,365
$ 16,710,858
$ Year ended and as of
December31,2023
Revenue
Non-current assets
18,730,819
$ 16,465,324
$ 3,062,775
-
200,456

-
21,994,050
$ 16,465,324
$ Year ended and as of
December 31, 2022
Revenue
17,855,585
$ 3,494,632
126,148
21,476,365
$
Revenue
18,730,819
$ 3,062,775
200,456

21,994,050
$

~89~

(6) Major customer information

The customers accounting for more than 10% of the Group’s operating revenues are as follows:

Clients
Client 5
Client H
Client D
Clients
Client 5
Client H
Client D
Sales amount
Department
8,808,792
$ Construction of ships and vessels
3,494,632
Construction of ships and vessels
2,991,549
Construction of ships and vessels
15,294,973
$ Sales amount
Department
12,109,972
$ Construction of ships and vessels
3,009,780
Construction of ships and vessels
2,708,526
Construction of ships and vessels
17,828,278
$ YearendedDecember31,2023
YearendedDecember31,2022

~90~

Expressed in thousands of NTD

CSBC CORPORATION TAIWAN

Loans to others

Year ended December 31, 2023

Table 1

Number Creditor Borrower General
ledger account
Is a related
party
Maximum outstanding
balance during
year ended December
31, 2023
Balance at
December 31,
2023
Actual amount
drawn down
Interest
rate
Nature of loan Amount of
transactions
with the
borrower
Reason
for short-term
financing
Allowance
for doubtful
accounts
Collateral Collateral Limit on loans
granted to
a singleparty
Ceiling on
total loans
granted
Footnote
Item Value
0 CSBC
Corporation,
Taiwan
CSBC Power
Technology
Co., Ltd.
Other
receivabes-
related parties
Y 690,000
$
480,000
$
-
$
2.77% For short-term
financing
- Operating
turnover
- Promissory
note
480,000
$
668,855
$
2,675,420
$
Note 2

Note 1:The code represents the nature of loans as follows:

  • (1) The Company is "0".

  • (2) The subsidaries are numberes in order starting from "1".

Note 2:The Company’s “Procedures for Provision of Loans” are as follows:

(1) For borrowers, the Company should not loan to any shareholders or others, except for subsidiaries or investees that require short-term financing for business requirement.

  • (2) Ceiling on total loans granted is 40% of the Company’s net assets.

(3) Limit on loans granted to a single party is 10% of the Company’s net assets. However, loans to directly or indirectly wholly-owned subsidiaries of the Company are not limited.

Table 1, Page 1

Table 2

CSBC CORPORATION TAIWAN

Provision of endorsements and guarantees to others Year ended December 31, 2023

Expressed in thousands of NTD (Except as otherwise indicated)

Number Endorser/
guarantor
Relationship with
the endorser/
Companyname
guarantor
CSBC
Power Technology
Co., Ltd.
2

CSBC-DEME
Wind Engineering
Co., Ltd.
2
Party being
endorsed/guaranteed
Limit on
endorsements/
guarantees provided
fora single party
$ 46,819,857
46,819,857
Maximum
outstanding
endorsement/
guarantee amount
as of December31,2023
$ 930,000
34,997,894
Outstanding
endorsement/
guarantee amount at
December31,2023
Actual amount
drawndown
Amount of
endorsements/
guarantees
secured with
collateral
$ -
-
Ratio of accumulated
endorsement/guarantee
amount to net asset
value of asset value of
the endorser/guarantor
guarantorcompany
14%

519%
Ceiling on
total amount
of endorsements/
guarantees provided
$ 53,508,408
53,508,408
Provision of
endorsements/
guarantees by parent
company to subsidiary
Y
N
Provision of
endorsements/
guarantees by
subsidiary to
parent company
N
N
Provision of
endorsements/
guarantees to
the party in
Mainland China
N
N
Footnote
Companyname
CSBC
Power Technology
Co., Ltd.
CSBC-DEME
Wind Engineering
Co., Ltd.
0
0
CSBC
Corporation,
Taiwan
CSBC
Corporation,
Taiwan
$ 930,000
34,682,489
$ 600,000
34,119,211
Note 3
Note 3, 4

Note 1: The explanation for colum "Number" is as follow:

  • (1) Fill "0" for the Issuer.

(2)The investee company is numbered sequentially starting with Arabic numberal 1 for each entity.

Note 2: Relationship between the endorser/guarantor and the party being endorsed/guaranteed is classified into the following categories:

  • (1) Having business relationship.

(2) The endorser/guarantor parent company owns directly and indirectly more than 50% voting shares of the endorsed/guaranteed subsidiary.

(3) The endorsed/guaranteed company owns directly and indirectly more than 50% voting shares of the endorser/guarantor parent company.

(4) The endorser/guarantor parent company owns directly and indirectly more than 90% voting shares of the endorsed/guaranteed company.

(5) Mutual guarantee of the trade made by the endorsed/guaranteed company or joint contractor as required under the construction contract.

(6) Due to joint venture, all shareholders provide endorsements/guarantees to the endorsed/guaranteed company in proportion to its ownership.

(7) The performance guarantees for the sale of pre-sales contracts under the Consumer Protection Law are jointly guaranteed.

Note 3: The regulations on the endorsement/guarantees provided by the Company to others are as follows:

  • (1) Ceiling on total amount of endorsements/guarantees provided by the Company: No higher than 800% of the Company’s net assets.

(2) Limit on endorsements/guarantees provided by the Company for a single party: No higher than 700% of the Company’s net assets.

For companies having business relationship with the Company, limit on the amount of endorsements/guarantees is the amount of business transactions occurred between the creditor and borrower. The amount of the transactions is the higher value of purchasing and selling during current year on the year of financing. Note 4: The guarantee which was denominated in foreign currency was EUR 1.017 billion and TWD 110 million. The exchange rate of translation into New Taiwan dollars at the financial reporting date was 33.98.

Table 2, Page 1

CSBC CORPORATION TAIWAN

Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures) Year ended December 31, 2023

Year ended December 31, 2023
Securities held by
Table 3
Marketable securities Relationship with the
securities issuer
General ledger account Shares held as at December 31,2023 Fair value
Footnote
Expressed in thousands of NTD
(Except as otherwise indicated)
Number of shares Book value Ownership (%) Fair value
CSBC Corporation, Taiwan
CSBC Corporation, Taiwan
Taiwan Offshore Wind Farm Services
Corporation
Fuhai Wind Farm Corporation
-
-
Financial assets measured at fair value through
other comprehensive income
Financial assets measured at fair value through
other comprehensive income
40,000
36,707
-
$ -
1.47%
0.89%
-
$ -

Table 3, Page 1

CSBC CORPORATION TAIWAN

  • Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid in capital or more

Year ended December 31, 2023

Table 4

Expressed in thousands of NTD (Except as otherwise indicated)

Purchaser/seller Counterparty Relationship with the
counterparty
Transaction Transaction Differences in transaction terms compared to
third party transactions
Differences in transaction terms compared to
third party transactions
Notes/accounts receivable
(payable)
Notes/accounts receivable
(payable)
Footnote
Purchases
(sales)
Amount Percentage of
total purchases
(sales)
Credit term Unit price Credit term Balance Total
notes/accounts
receivable
CSBC Corporation, Taiwan
CSBC Corporation, Taiwan
CSBC Corporation, Taiwan
CSBC Corporation, Taiwan
CSBC Corporation, Taiwan
CSBC-DEME Wind Engineering Co., Ltd.
CPC Corporation, Taiwan
CPC Corporation, Taiwan
CSBC Coating Solution Co., Ltd.
Blue Ace Corporation
Other related parties
legal entity director
legal entity director
Subsidiary
Subsidiary
(Sale)
(Sale)
Purchases
Purchases
Purchases
(890,874)
(800,211)
194,280
636,612
129,898
(4%)
(4%)
2%
5%
1%
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
631,370
-
2,655)
(
32,576)
(
5,722)
(
38%
-
-
(1%)
-
-
Note 2
Note 2
Note 3
-

Note 1: Based on the contract, the payment terms is the same as in general transactions.

Note 2: The contract assets from CPC Corporation, Taiwan amounted to $5,735, contract liabilities amounted to $1,438,553 and prepayments of suppliers amounted to $2,275. Note 3: The prepayments of suppliers from CSBC Coating Solution Co., Ltd. amounted to $71,976.

Table 4, Page 1

CSBC CORPORATION TAIWAN

  • Receivables from related parties reaching NT$100 million or 20% of paid in capital or more December 31, 2023
Table 5
Creditor
Counterparty Relationship
with the counterparty
Balance as at
December31,2023
Turnover rate Overdue receivables Overdue receivables Amount collected
subsequent to the
balance sheet date
Allowance for
doubtful accounts
Expressed in thousands of NTD
Amount Action taken
CSBC Corporation, Taiwan CSBC-DEME Wind
Engineering Co., Ltd.
Associate 631,370
$
- -
$
- -
$
-
$

Table 5, Page 1

CSBC CORPORATION TAIWAN

  • Significant inter company transactions during the reporting periods Year ended December 31, 2023

Table 6

Expressed in thousands of NTD (Except as otherwise indicated)

Number
(Note1)
Companyname Counterparty Relationship
(Note2)
Transaction
General ledgeraccount Amount Transactionterms Percentage of consolidated total operating
revenues ortotalassets (Note 3)
0
0
0
0
0
0
0
0
0
0
0
0
0
1
1
1
1
CSBC Corporation, Taiwan
CSBC Corporation, Taiwan
CSBC Corporation, Taiwan
CSBC Corporation, Taiwan
CSBC Corporation, Taiwan
CSBC Corporation, Taiwan
CSBC Corporation, Taiwan
CSBC Corporation, Taiwan
CSBC Corporation, Taiwan
CSBC Corporation, Taiwan
CSBC Corporation, Taiwan
CSBC Corporation, Taiwan
CSBC Corporation, Taiwan
CSBC Coating Solutions Co., Ltd
CSBC Coating Solutions Co., Ltd
CSBC Coating Solutions Co., Ltd
CSBC Coating Solutions Co., Ltd
CSBC Coating Solutions Co., Ltd
CSBC Coating Solutions Co., Ltd
CSBC Coating Solutions Co., Ltd
CSBC Coating Solutions Co., Ltd
CSBC Coating Solutions Co., Ltd
CSBC Coating Solutions Co., Ltd
CSBC Power Technology Co., Ltd.
CSBC Power Technology Co., Ltd.
CSBC Power Technology Co., Ltd.
BLUE ACE CORPORATION
BLUE ACE CORPORATION
BLUE ACE CORPORATION
CSBC Construction Co., Ltd
CSBC Construction Co., Ltd
CSBC Construction Co., Ltd
BLUE ACE CORPORATION
BLUE ACE CORPORATION
Parent company to
subsidiary
Parent company to
subsidiary
Parent company to
subsidiary
Parent company to
subsidiary
Parent company to
subsidiary
Parent company to
subsidiary
Parent company to
subsidiary
Parent company to
subsidiary
Parent company to
subsidiary
Parent company to
subsidiary
Parent company to
subsidiary
Parent company to
subsidiary
Parent company to
subsidiary
Parent company to
subsidiary
Parent company to
subsidiary
Parent company to
subsidiary
Parent company to
subsidiary
Sales revenue
Outsourcing expenses
Property, plant and equipment
Prepayments of suppliers
Accounts payable
Other payable
Sales revenue
Property, plant and equipment
Prepayments of suppliers
Outsourcing expenses
Accounts payable
Other payable
Outsourcing expenses
Outsourcing expenses
Accounts payable
Outsourcing expenses
Accounts payable
25,294
$ 636,612
109,304
71,976
32,576
43,886
38,700
176,960
56,647
129,898
5,722
15,989
32,153
89,379
50,737
80,017
8,806
Note 4
Note 4
Note 4
Note 4
Note 4
Note 4
Note 4
Note 4
Note 4
Note 4
Note 4
Note 4
Note 4
Note 4
Note 4
Note 4
Note 4
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

Note 1 : The numbers filled in for the transaction company in respect of inter-company transactions are as follows:

(1)Parent company is ‘0’.

(2)The subsidiaries are numbered in order starting from ‘1’.

Note 2: If transactions between parent company and subsidiaries or between subsidiaries refer to the same transaction, it is not required to disclose twice.

For example, if the parent company has already disclosed its transaction with a subsidiary, then the subsidiary is not required to disclose the transaction; for transactions between two subsidiaries, if one of the subsidiaries has disclosed the transaction, then the other is not required to disclose the transaction.

Note 3: Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to consolidated total assets for balance sheet accounts,

based on accumulated transaction amount for the period to consolidated total operating revenues for income statement accounts.

Note 4: Based on the contract, the payment terms is the same as in general transactions.

Table 6, Page 1

Information on investees

CSBC CORPORATION TAIWAN

Year ended December 31, 2023

Table 7

Expressed in thousands of NTD

(Except as otherwise indicated)

Investor Investee Location Mainbusiness activities Initial investment amount Initial investment amount Sharesheld as atDecember Sharesheld as atDecember 31,2023 Net profit (loss)
of the investee
for the year
ended
December 31,
2023
Investment
income(loss)
recognised by the
Company for the
year ended
December31,2023
Footnote
Balance
as at December
31,2023
Balance
as at December
31,2022
Numberofshares Ownership (%) Bookvalue
CSBC Corporation, Taiwan
CSBC Corporation, Taiwan
CSBC Corporation, Taiwan
CSBC Corporation, Taiwan
CSBC Corporation, Taiwan
CSBC Corporation, Taiwan
CSBC Coating Solutions Co.,
Ltd
CSBC Coating Solutions Co.,
Ltd
CSBC Coating Solutions Co.,
Ltd
CSBC-DEME Wind Engineering Co.,
Ltd.
CSBC Coating Solutions Co., Ltd.
CSBC Power Technology Co., Ltd.
Taiwan International Windpower
Training Corporation Ltd.
Taiwan Offshore Wind Farm Services
Corporation
Fuhai Wind Farm Corporation
BLUE ACE CORPORATION
CSBC Construction Co., Ltd.
Blue Ocean Wind Power Engineering
(Hong Kong) Limited
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Hong Kong
Installation of cable, lease of
ships, and contracting of ships
i
Marine coating, steel structure
painting works, surface treatment,
and high-tech anti-corrosion etc.
Manufacturing of ships and its
components etc.
Research and development,
energy technology service
Manufacturing of metal structure,
building component, power
generation and others
Wind power industry
Marine coating, steel structure
painting works, surface treatment,
and high-tech anti-corrosion etc.
Building construction
Marine works services
1,549,500
$ 125,000
62,550
12,000
-
-
25,000
40,149
304
1,549,500
$ 125,000
62,550
12,000
4,000
178,156
25,000
20,149
304
15,651,515
18,046,768
6,500,000
1,200,000
-
-
-
-
100
50.00
100.00
86.67
12.00
-
-
100.00
100.00
100.00
199,052
$ 229,496
(108,137)
12,833
-
-
34,337
35,667
300
2,206,870)
($ 60,402
85,206)
(
5,656
-
-
4,681
10,539
442
1,103,438)
($ 22,355
132,043)
(
679
-
-
-
-
-
Note 1
Note 2
Note 2
Note 1
Note 4
Note 4
Note 3
Note 3
Note 3

Note 1 Please refer to Note 6(6) for details about investments accounted for under equity method.

Note 2:The difference between the income (loss) of the investee and the investment income (loss) recognised by the Company was the investment income (loss) recognised by the Company in proportion to the share ownership and unrealised gain (loss) from inter-company transactions.

Note 3 The amount has been included in the profit (loss) of the Company’s investee accounted for using equity method and has been recognised as gain (loss) on investment.

Note 4:For the year ended December 31, 2023, the Company had been transferred it to ‘financial assets at fair value through other comprehensive income’.

Table 7, Page 1

Table 8

CSBC CORPORATION TAIWAN

Major shareholders information

December 31, 2023

Name of major shareholders Number of shares held Shares
Ownership (%)
Financing Investment Venture Capital
National Defense Industrial Development Foundation
Ministry of Economic Affairs, R.O.C.
Yao Hua Glass Co., Ltd. Management Committee
136,032,305
105,070,366
64,603,733
53,571,428
14.57%
11.25%
6.92%
5.73%
  • Description: (1) The major shareholders’ information was derived from the data using the Company issued common shares (including treasury shares) and preference shares in dematerialised form which were registered and held by the shareholders above 5% on the last operating date of each quarter and was calculated by Taiwan Depository & Clearing Corporation. The share capital which was recorded on the financial statements may differ from the actual number of shares in dematerialised form due to the difference of calculation basis.

  • (2) If the aforementioned data contains shares which were kept in the trust by the shareholders, the data was disclosed as a separate account of the client which was set by the trustee. As for the shareholder who reports share equity as an insider whose shareholding ratio was greater than 10% in accordance with Securities and Exchange Act, the shareholding ratio included the self-owned shares and trusted shares, at the same time, persons who have power to decide how to allocate the trust assets. For the information on reported share equity of insiders, please refer to the Market Observation Post System.

  • (3) The preparation principle of this table uses the shareholders’ register as of the book closure date for the shareholders’ special meeting (no need buy-to-cover short sales) to calculate the distribution of the balance of each unsecured transaction.

  • (4) Ownership (%) = total shares held by the shareholder/total shares transferred in dematerialised form.

  • (5) Total shares transferred in dematerialised form (including treasury shares) amounted to 933,514,568 shares= 933,514,568 common shares+0 preference shares.

Table 8, Page 1