AI assistant
EMC — Interim / Quarterly Report 2023
Nov 8, 2023
52046_rns_2023-11-08_87d5bf16-667d-4186-8856-0244289fb4eb.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer
Stock Code: 2383
ELITE MATERIAL CO., LTD. AND SUBSIDIARIES
Consolidated Financial Statements with CPA’s Review Report
First Quarter of 2023 and 2022
Address: No.18, Datong 1st Rd., Guanyin Dist., Taoyuan City 328, Taiwan (R.O.C.) Tel: (03)483-7937
~ 1 ~
Table of Contents
| Item Page |
||
|---|---|---|
| Chapter I | Cover ............................................................................................................................ 1 | |
| Chapter II | CPA’s | Review Report ................................................................................................... 3 |
| Chapter III | Consolidated Balance Sheets ......................................................................................... 4 | |
| Chapter IV | Consolidated Statements of Comprehensive Income ...................................................... 5 | |
| Chapter V | Consolidated Statements of Changes in Equity .............................................................. 6 | |
| Chapter VI | Consolidated Statements of Cash Flows ........................................................................ 7 | |
| Chapter VII | Notes to Consolidated Financial Statements. ................................................................. 8 | |
| I. | Company History ............................................................................................... 8 | |
| II. | Dates and Procedures for the Financial Statement Approval ............................... 8 | |
| III. | Application of New and Revised Standards, Amendments, and | |
| Interpretations .................................................................................................... 8 | ||
| IV. | Summary of Significant Accounting Policies ..................................................... 9 | |
| V. | Major Sources of Uncertainty in Significant Accounting Judgments, | |
| Estimations, and Assumptions.......................................................................... 12 | ||
| VI. | Description of Significant Accounting Items .................................................... 12 | |
| VII. | Related Party Transaction ................................................................................ 38 | |
| VIII. | Pledged Assets ................................................................................................. 40 | |
| IX. | Material Contingent Liabilities and Unrecognized Contractual | |
| Commitments .................................................................................................. 40 | ||
| X. | Losses Due to Major Disasters ......................................................................... 41 | |
| XI. | Major Subsequent Events ................................................................................. 42 | |
| XII. | Other................................................................................................................ 42 | |
| XIII. | Notes to Disclosures ........................................................................................ 42 | |
| (I) Information on Significant Transactions .................................................. 42 |
||
| (II) Information on Investees ......................................................................... 46 | ||
| (III) Information of Investment in Mainland China ......................................... 47 | ||
| (IV) Information of Major Shareholders ......................................................... 48 | ||
| XIV. | Department Information ................................................................................... 49 |
~ 2 ~
CPA’s Review Report
To the Board of Directors of Elite Material Co., Ltd.:
Foreword
The consolidated balance sheet of Elite Material Co., Ltd. and its subsidiaries on March 31, 2023 and 2022 and the consolidated income statement, consolidated statement of changes in equity, consolidated statement of cash flows, and consolidated financial statements notes (including the summary of major accounting policies) from January 1 to March 31 in 2023 and 2022 are reviewed by the CPA. In accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and FSC recognized and published IAS 34 “Interim Financial Reporting”, it is the management’s responsibility to prepare a fair representation of the consolidated financial statements , and the CPA’s responsibility to draw a conclusion on the consolidated financial statements based on the review results.
Scope of the report
The CPA has reviewed in accordance with the TWSRE2410. The procedures performed in reviewing the consolidated financial statements include inquiries (primarily with those responsible for financial and accounting matters), analytical procedures and other review procedures. The scope of the review is significantly smaller than that of the audit work, so the CPA may not be able to detect all the matters that can be identified through the audit work, and therefore cannot express an audit opinion.
Conclusion
According to the review results of the CPA, it was not found that the consolidated financial statements of Elite Material Co., Ltd. did not comply with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and FSC recognized and published IAS 34 “Interim Financial Reporting”, which cannot properly express the consolidated financial position of Elite Material Co., Ltd. and its subsidiaries on March 31, 2023 and 2022, and the consolidated financial performance and consolidated cash flow from January 1 to March 31 in 2023 and 2022.
~ 3 ~
KPMG
CPA:
Securities Competent Chin-Kuan-Cheng-Shen-Tzu No. 1000011652 Authority Approval : Chin-Kuan-Cheng-Shen-Tzu No. 1080303300 Certified Number
April 26, 2023
~ 3-1 ~
Reviewed on March 31, 2023 and 2022, not audited with auditing standards ELITE MATERIAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, 2023, December 31, 2022, and March 31, 2022
(Expressed in Thousands of New Taiwan Dollars)
| March 31, | December | 31, | March 31, | March 31, | December | 31, | March 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2022 | 2023 | 2022 | 2022 | ||||||||||||||
| Amount | % | Amount | % | Amount | % | Liabilities and Stockholders’ Equity | Amount | % | Amount | % | Amount | % | |||||||
| Current Liabilities: | |||||||||||||||||||
| $ | 14,413,600 | 31 | 10,443,618 | 24 |
8,368,241 | 21 | 2100 | Short-term borrowings (Note 6 (8)) | $ | 7,545,577 | 16 | 5,209,815 | 12 |
4,000,191 | 10 | ||||
| 137,983 | - | 212,623 | 1 |
116,935 | - | 2110 | Short-term notes payable (Note 6 (9)) | - | - | - | - | 200,000 | - | ||||||
| 9,676,381 | 21 | 11,470,512 | 26 |
13,201,193 | 33 | 2170 | Accounts payable | 5,986,383 | 13 | 6,513,281 | 15 |
7,890,816 | 20 | ||||||
| 602,497 | 1 | 49,423 | - |
56,170 | - | 2200 | Other payables (Note 7) | 6,167,326 | 13 | 3,288,347 | 8 | 3,028,790 | 8 | ||||||
| 3,727,856 | 8 | 4,235,908 | 10 |
5,476,126 | 14 | 2230 | Current tax liabilities | 518,964 | 1 | 542,458 | 1 | 385,944 | 1 | ||||||
| 238,937 | 1 | 160,478 | - |
386,696 | 1 | 2280 | Current lease liabilities (Note 6 (12)) | 12,599 | - | 12,834 | - |
12,098 | - | ||||||
| 212,313 | 1 | 7,395 | - |
3,004 | - | 2322 | Long-term borrowings due within one year or one business | 646,353 | 2 | 89,657 | - |
196,429 | 1 | ||||||
| 29,009,567 | 63 | 26,579,957 | 61 |
27,608,365 | 69 | cycle (Note 6 (10)) | |||||||||||||
| 2399 | Other current liabilities - others | 71,819 | - | 103,632 | - |
158,367 | - | ||||||||||||
| - | - | - | - | 20,667 | - | Total current liabilities | 20,949,021 | 45 | 15,760,024 | 36 |
15,872,635 | 40 | |||||||
| Non-Current liabilities: | |||||||||||||||||||
| 15,189,371 | 33 | 14,679,878 | 34 |
10,232,337 | 26 | 2500 | Financial liabilities at fair value through profit or loss - | 17,326 | - | 23,564 | - |
- | - | ||||||
| 601,171 | 1 | 609,176 | 1 |
614,945 | 1 | non-current (Note 6 (11)) | |||||||||||||
| 730,862 | 2 | 744,784 | 2 |
698,778 | 2 | 2530 | Bonds payable (Note (6) (11)) | 3,311,326 | 7 | 3,302,140 | 8 | - | - | ||||||
| 203,429 | - | 192,172 | 1 |
144,395 | - | 2540 | Long-term borrowings (Note 6 (10)) | 856,498 | 2 | 916,132 | 2 | 774,325 | 2 | ||||||
| 387,846 | 1 | 464,196 | 1 |
648,941 | 2 | 2570 | Deferred income tax liabilities (Note 6 (15)) | 554,100 | 1 | 519,997 | 1 | 951,033 | 2 | ||||||
| 69,715 | - | 69,482 | - |
63,828 | - | 2580 | Lease liabilities - non-current (Note 6 (12)) | 304,971 | 1 | 310,732 | 1 | 298,536 | 1 | ||||||
| 42,842 | - | 42,842 | - |
14,603 | - | 2600 | Other non-current liabilities (Note 6 (13)) | 442,788 | 1 | 475,334 | 1 | 498,203 | 1 | ||||||
| 17,225,236 | 37 | 16,802,530 | 39 |
12,438,494 | 31 | Total non-current liabilities | 5,487,009 | 12 | 5,547,899 | 13 |
2,522,097 | 6 | |||||||
| Total liabilities | 26,436,030 | 57 | 21,307,923 | 49 |
18,394,732 | 46 | |||||||||||||
| Equity attributable to owners of the parent company (Note 6 | |||||||||||||||||||
| (16)): | |||||||||||||||||||
| 3100 | Share capital | 3,329,183 | 7 | 3,329,183 | 7 | 3,329,183 | 8 | ||||||||||||
| 3200 | Capital surplus | 2,076,279 | 5 | 2,076,279 | 5 | 1,868,661 | 5 | ||||||||||||
| Retained earnings: | |||||||||||||||||||
| 3310 | Legal reserve | 2,953,134 | 6 | 2,953,134 | 7 | 2,403,968 | 6 | ||||||||||||
| 3320 | Special reserve | 903,909 | 2 | 903,909 | 2 | 756,891 | 2 | ||||||||||||
| 3350 | Unappropriated Retained Earnings | 11,011,239 | 24 | 13,361,349 | 31 |
13,621,974 | 34 | ||||||||||||
| 3400 | Other equity interest | (474,971) | (1) | (549,290) | (1) |
(352,006) | (1) | ||||||||||||
| Total equity attributable to owners of the parent | 19,798,773 | 43 | 22,074,564 | 51 |
21,628,671 | 54 | |||||||||||||
| company | |||||||||||||||||||
| 36XX | Non-controlling interests | - | - | - | - | 23,456 | - | ||||||||||||
| Total equity | 19,798,773 | 43 | 22,074,564 | 51 |
21,652,127 | 54 | |||||||||||||
| $ | 46,234,803 | 100 | 43,382,487 | 100 |
40,046,859 | 100 | Total liabilities and equity | $ | 46,234,803 | 100 | 43,382,487 | 100 |
40,046,859 | 100 |
| March 31, | December | 31, | March 31, | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2022 | ||||||||
| Assets | Amount | % | Amount | % | Amount | % | ||||
| Current Assets: | ||||||||||
| 1100 | Cash and cash equivalents (Note 6 (1)) | $ | 14,413,600 | 31 | 10,443,618 | 24 |
8,368,241 | 21 | 2100 | |
| 1150 | Notes receivable, net (Note 6 (3)) | 137,983 | - | 212,623 | 1 |
116,935 | - | 2110 | ||
| 1170 | Accounts receivable, net (Notes 6 (3) and 7) | 9,676,381 | 21 | 11,470,512 | 26 |
13,201,193 | 33 | 2170 | ||
| 1200 | Other receivables (Notes 6 (4) and (7)) | 602,497 | 1 | 49,423 | - |
56,170 | - | 2200 | ||
| 1310 | Inventories (Note 6 (5)) | 3,727,856 | 8 | 4,235,908 | 10 |
5,476,126 | 14 | 2230 | ||
| 1479 | Other current assets - others | 238,937 | 1 | 160,478 | - |
386,696 | 1 | 2280 | ||
| 1220 | Current income tax assets | 212,313 | 1 | 7,395 | - |
3,004 | - | 2322 | ||
| Total current assets | 29,009,567 | 63 | 26,579,957 | 61 |
27,608,365 | 69 | ||||
| Non-current assets: | 2399 | |||||||||
| 1517 | Financial assets at fair value through other comprehensive | - | - | - | - | 20,667 | - | |||
| income - non-current (Note 6 (2)) | ||||||||||
| 1600 | Property, plant and equipment (Note 6 (6)) | 15,189,371 | 33 | 14,679,878 | 34 |
10,232,337 | 26 | 2500 | ||
| 1755 | Right-of-use assets (Note 6 (7)) | 601,171 | 1 | 609,176 | 1 |
614,945 | 1 | |||
| 1780 | Total intangible assets | 730,862 | 2 | 744,784 | 2 |
698,778 | 2 | 2530 | ||
| 1840 | Deferred income tax assets (Note 6 (15)) | 203,429 | - | 192,172 | 1 |
144,395 | - | 2540 | ||
| 1900 | Other non-current assets | 387,846 | 1 | 464,196 | 1 |
648,941 | 2 | 2570 | ||
| 1920 | Refundable deposits paid (Note 8) | 69,715 | - | 69,482 | - |
63,828 | - | 2580 | ||
| 1975 | Net defined benefit asset, non-current (Note 6 (14)) | 42,842 | - | 42,842 | - |
14,603 | - | 2600 | ||
| Total non-current assets | 17,225,236 | 37 | 16,802,530 | 39 |
12,438,494 | 31 |
Total assets
(The accompanying notes are an integral part of the consolidated financial statements)
Managerial Officer: En-Xiang Guan
Accounting Manager: Sara Yen
Chairman: Ding-Yu Dong
~ 4 ~
Reviewed only, not audited with auditing standards ELITE MATERIAL CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
From January 1 to March 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
| 4000 Operating revenue (Notes 6 (18) and 7) 5000 Operating costs (Notes 6 (5) and 7) Gross profit from operations Operating expenses: 6100 Total selling expenses 6200 Total administrative expenses 6300 Total research and development expenses 6450 (Reversal of) expected credit impairment loss and gains (Note 6 (3)) Total operating expenses Net operating income Non-operating income and expenses (Note 6 (20)): 7100 Total interest income 7020 Other gains and losses 7050 Finance costs Total non-operating income and expenses 7900 Profit from continuing operations before tax 7950 Less: Income tax expenses (Note 6 (15)) 8200 Profit Other comprehensive income: 8360 Components of other comprehensive income (loss) that will be reclassified to profit or loss 8361 Exchange differences on translation of foreign financial statements 8399 Less: Income tax related to components of other comprehensive income that will be reclassified to profit or loss Components of other comprehensive income that will be reclassified to profit or loss Current period other comprehensive income (post-tax profit or loss) Total comprehensive income in current period Income attributable to: Owners of the parent company Non-controlling interests Comprehensive income attributable to: Owners of the parent company Non-controlling interests Earnings per share (NTD) (Note 6 (17)) Basic earnings per share (NTD) Diluted earnings per share (NTD) |
January 2023 to March 2023 |
January 2023 to March 2023 |
January 2022 to March 2022 Amount %9,918,460 100 (7,440,614) (75) 2,477,846 25 (284,798) (3) (334,843) (3) (207,398) (2) 185 - (826,854) (8) 1,650,992 17 10,862 - 38,422 - (31,809) - 17,475 - 1,668,467 17 (342,947) (4) 1,325,520 13 690,696 7 (137,976) (1) 552,720 6 552,720 6 1,878,240 19 1,323,922 13 1,598 - 1,325,520 13 1,875,825 19 2,415 - 1,878,240 19 3.98 3.97 |
|
|---|---|---|---|---|
| Amount | % |
Amount | ||
| $ 7,359,127 (5,787,085) |
100 (79) |
9,918,460 (7,440,614) |
||
1,572,042 |
21 |
2,477,846 |
||
| (247,090) (299,137) (256,348) (313) |
(3) (4) (3) - |
(284,798) (334,843) (207,398) 185 |
||
(802,888) |
(10) |
(826,854) |
||
769,154 |
11 |
1,650,992 |
||
| 21,440 10,034 (71,589) |
- - (1) |
10,862 38,422 (31,809) |
||
(40,115) |
(1) |
17,475 |
||
729,039 (249,343) |
10 (3) |
1,668,467 (342,947) |
||
479,696 |
7 |
1,325,520 |
||
| 92,899 (18,580) |
1 - |
690,696 (137,976) |
||
74,319 |
1 |
552,720 |
||
| 74,319 | 1 |
552,720 |
||
| $ 554,015 |
8 |
1,878,240 |
||
$ 479,696 - |
7 - |
1,323,922 1,598 |
||
| $ 479,696 |
7 |
1,325,520 |
||
$ 554,015 - |
8 - |
1,875,825 2,415 |
||
| $ 554,015 |
8 |
1,878,240 |
||
$ |
1.44 |
|||
| $ | 1.39 |
(The accompanying notes are an integral part of the consolidated financial statements) Chairman: Managerial Officer: Accounting Manager: Ding-Yu Dong En-Xiang Guan Sara Yen
~ 5 ~
Reviewed only, not audited with auditing standards ELITE MATERIAL CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
From January 1 to March 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
Equity attributable to owners of parent
| Balance as of January 1, 2022 Profit Other comprehensive income in the current period Total comprehensive income in current period Balance as of March 31, 2022 Balance as of January 1, 2023 Profit Other comprehensive income in the current period Total comprehensive income in current period Appropriation and distribution of retained earnings: Cash dividends Balance as of March 31, 2023 |
Share capital | Capital surplus |
Retained earnings | Retained earnings | Total other equity interest | Total other equity interest | Total equity attributable to owners of parent |
Non-controlling interests |
Total equity 19,773,887 1,325,520 552,720 1,878,240 21,652,127 22,074,564 479,696 74,319 554,015 (2,829,806) 19,798,773 |
||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchange differences on translation of foreign financial statements |
Equity instrument investment losses measured at fair value through other comprehensive income |
||||||||||
| Ordinary shares |
Legal reserve | Special reserve |
Unappropriated retained earnings |
||||||||
| $ 3,329,183 - - |
1,868,661 - - |
2,403,968 - - |
756,891 - - |
12,298,052 1,323,922 - 1,323,922 13,621,974 13,361,349 479,696 - 479,696 (2,829,806) 11,011,239 |
(888,136) - 551,903 |
(15,773) - - |
19,752,846 1,323,922 551,903 |
21,041 1,598 817 2,415 23,456 - - - - - - |
|||
| - | - | - | - | 551,903 | - |
1,875,825 | |||||
| $ 3,329,183 |
1,868,661 |
2,403,968 |
756,891 |
(336,233) | (15,773) |
21,628,671 | |||||
$ 3,329,183 - - |
2,076,279 - - |
2,953,134 - - |
903,909 - - |
(511,344) - 74,319 |
(37,946) - - |
22,074,564 479,696 74,319 |
|||||
| - | - | - | - | 74,319 | - |
554,015 | |||||
| - | - | - | - | - | - | (2,829,806) | |||||
| $ 3,329,183 |
2,076,279 |
2,953,134 |
903,909 |
(437,025) | (37,946) |
19,798,773 |
(The accompanying notes are an integral part of the consolidated financial statements) Managerial Officer: En-Xiang Guan
Accounting Manager: Sara Yen
Chairman: Ding-Yu Dong
~ 6 ~
Reviewed only, not audited with auditing standards ELITE MATERIAL CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
From January 1 to March 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from operating activities: Profit before tax Adjustments: Adjustments to reconcile: Depreciation expense Amortization expense (Reversal of) expected credit impairment loss Net gains on financial assets or liabilities at fair value through profit or loss Interest expenses Total interest income Loss on disposal of property, plant and equipment Bond discounted amortized interest expense Total adjustments to reconcile Changes in operating assets and liabilities: Changes in operating assets: Note receivable Accounts receivable Other receivables Inventory Other current assets Other non-current assets Total changes in operating assets Changes in operating liabilities: Accounts payable Other payables Other current liabilities Other non-current liabilities Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow generated from operations Interest received Interest paid Income taxes paid Net Cash flows from operating activities Cash flows from (used in) investing activities: Acquisition of financial assets at fair value through other comprehensive income Acquisition of property, plant and equipment Proceed from disposal of property, plant and equipment Acquisition of intangible assets Refundable deposits paid Net cash flows used in investing activities Cash flows from (used in) financing activities: Increase in short-term loans Long-term loan Repay long-term loan Guarantee deposits and margins received Payment of lease liabilities Net cash flows from financing activities Effect of exchange rate fluctuations on cash held Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
January 2023 to March 2023 |
January 2022 to March 2022 1,668,467 185,494 9,258 (185) - 31,809 (10,862) 69 - |
|
|---|---|---|---|
| $ 729,039 263,916 11,413 313 (6,238) 62,403 (21,440) 1,624 9,186 |
|||
321,177 |
215,583 |
||
75,132 1,842,037 (1,677) 249,573 (80,342) 60,022 |
30,767 366,900 109,355 144,931 (15,909) (5,444) |
||
2,144,745 |
630,600 |
||
(556,261) 31,213 (29,779) (34,378) |
(505,135) 63,699 (3,593) 46,673 |
||
(589,205) |
(398,356) |
||
1,555,540 |
232,244 |
||
1,876,717 |
447,827 |
||
2,605,756 19,402 (60,734) (473,242) |
2,116,294 9,287 (28,949) (301,887) |
||
2,091,182 |
1,794,745 |
||
- (964,093) 30 (2,659) (1) |
(20,244) (1,669,825) - (16,835) (78) |
||
(966,723) |
(1,706,982) |
||
2,305,951 514,688 (24,369) (481) (3,254) |
1,315,171 120,329 - 2,052 (2,903) |
||
2,792,535 |
1,434,649 |
||
52,988 3,969,982 10,443,618 |
203,760 1,726,172 6,642,069 |
||
$ 14,413,600 |
8,368,241 |
(The accompanying notes are an integral part of the consolidated financial statements) Chairman: Ding-Yu Dong Managerial Officer: En-Xiang Guan Accounting Manager: Sara Yen
~ 7 ~
Reviewed only, not audited with auditing standards ELITE MATERIAL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS First Quarter of 2023 and 2022
(Unless otherwise stated, all amounts are in thousands of NTD)
I. Company history
Elite Material Co., Ltd. (hereinafter referred to as “The Company”) was established on March 24, 1992, with the MOEA approval to manufacture and sale of copper foil substrates, special chemicals for the electronic industry and raw materials for electronic components, semi-finished products, and finished products where the main source of operating income is the manufacture and sale of printed circuit substrates and adhesive sheets.
On October 3, 1996, the Company was approved to be listed on the OTC stock trading, and the stock was officially listed for trading on December 26 of the same year; The Company was approved on October 22, 1998 and officially listed on TSWE on November 27 of the same year. The registration address is at No.18, Datong 1st Rd., Guanyin Dist., Taoyuan City 328, Taiwan (R.O.C.)
II. Dates and procedures for the financial statement approval
The financial statements were approved by the Company’s Board of Directors on April 26, 2023.
III. Application of new and revised standards, amendments, and interpretations
- (I) Impact of new and revised standards, amendments, and interpretations endorsed by the FSC
The application of the amendments to the IFRSs from January 1, 2023, did not have any material impact on the Company’s financial statement:
-
Amendments to IAS 1 - Disclosure of Accounting Policies
-
Amendments to IAS 8 - Definition of Accounting Estimates
-
Amendments to IAS 12 - Deferred Tax related to Assets and Liabilities arising from a Single Transaction
-
(II) New IFRSs in issue but not yet endorsed and issued into effect by the FSC
-
The consolidated company does not anticipate that the following newly issued and amended standards, which have not yet been endorse, will have a material impact on the consolidated financial statements.
-
Amendments to IFRS 10 and IAS 28 - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
-
Amendments to IFRS 17 and IFRS 17 - Insurance Contracts
-
Amendments to IAS 1 - Classification of Liabilities as Current or Non-Current
~ 8 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
-
Amendments to IAS 1 - Non-current Liabilities with Covenants
-
Amendments to IFRS 17 - Initial Application of IFRS 17 and IFRS 9 - Comparative Information
-
Amendments to IFRS 16 - Lease Liability in a Sale and Leaseback
IV. Summary of significant accounting policies
-
(I) Statement of compliance
-
This consolidated financial statements has been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (hereinafter referred to as the “Regulations”) and the IAS 34 “Interim Financial Reporting” endorsed and issued by the FSC. This consolidated financial statements does not include all necessary information to be disclosed in the entire annual consolidated financial statement prepared in accordance with the IFRS, IAS, Interpretations endorsed and issued by the FSC (hereinafter referred to as the “IFRS endorsed by the FSC”).
The significant accounting policies adopted in this consolidated financial statements are the same as those in the 2022 consolidated financial statements. For relevant information, please refer to Note 4 to the 2022 consolidated financial statements.
-
(II) Consolidation basis
-
Subsidiaries included in the consolidated financial statements Subsidiaries included in this consolidated financial statements include:
| Investment company Nature of business Subsidiary |
Shareholding percentage March 31, 2023 December 31, 2022 March 31, 2022 Description |
|---|---|
| The Company EMC OVERSEAS HOLDING INCORPORATED Investment The Company Grand Wuhan Incorporated Investment |
100.00% 100.00% 100.00% It was established in the British Virgin Islands in July 1996 and as of the end of March 2023, the paid-in capital was USD 36,257 thousand. 100.00% 100.00% 100.00% It was established in the Cayman Islands in January 2018 and as of the end of March 2023, the paid-in capital was USD 20,020 thousand. |
~ 9 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
| The Company | EMC | Investment | 100.00% | 100.00% | 100.00% It was established in the |
|---|---|---|---|---|---|
| INTERNATIONAL | Cayman Islands in July | ||||
| HOLDING | 2020 where the investment | ||||
| INCORPORATED | of equity capital taken | ||||
| place in December 2020, | |||||
| and as of the end of March | |||||
| 2023, the paid-in capital | |||||
| was USD 27,042 thousand. | |||||
| EMC OVERSEAS | Grand Zhuhai | Investment | 100.00% | 100.00% | 100.00% It was established in the |
| HOLDING | Incorporated | Cayman Islands in April | |||
| INCORPORATED | 2004 and as of the end of | ||||
| March 2023, the paid-in | |||||
| capital was USD 34,618 | |||||
| thousand. | |||||
| Grand Zhuhai | Grand Shanghai | Investment | 100.00% | 100.00% | 99.79% It was established in the |
| Incorporated | Incorporated | British Virgin Islands in | |||
| May 1997 and as of the | |||||
| end of March 2023, the | |||||
| paid-in capital was USD | |||||
| 18,200 thousand. | |||||
| Grand Zhuhai | Grand Zhongshan | Investment | 100.00% | 100.00% | 100.00% It was established in the |
| Incorporated | Incorporated | British Virgin Islands in | |||
| 2004 and as of the end of | |||||
| March 2023, the paid-in | |||||
| capital was USD 16,437 | |||||
| thousand. | |||||
| Grand Shanghai | Elite Electronic | Manufacturing of | 100.00% | 100.00% | 100.00% It was established in |
| Incorporated | Material (Kunshan) | Prepreg and Copper | Kunshan Economic & | ||
| Co., Ltd (Mainland | Clad Laminate for | Technological | |||
| China) | PCB | Development Zone, | |||
| Jiangsu Province, China in | |||||
| September 1997 and as of | |||||
| the end of March 2023, the | |||||
| paid-in capital was USD | |||||
| 63,200 thousand. |
~ 10 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
| Grand Zhongshan | Elite Electronic | Manufacturing of | 100.00% | 100.00% | 100.00% It was established in |
|---|---|---|---|---|---|
| Incorporated | Material (Zhongshan) | Prepreg and Copper | Zhongshan Torch | ||
| Co., Ltd (Mainland | Clad Laminate for | Development Zone, | |||
| China) | PCB | Guangdong Province, | |||
| China in July 2004 and as | |||||
| of the end of March 2023, | |||||
| the paid-in capital was | |||||
| USD 20,200 thousand. | |||||
| Grand Wuhan | Elite Electronic | Manufacturing of | 100.00% | 100.00% | 100.00% It was established in |
| Incorporated | Material (Huangshi) | Prepreg and Copper | Economic and | ||
| Co., Ltd (Mainland | Clad Laminate for | Technological | |||
| China) | PCB | Development Zone in | |||
| Huangshi, China in March | |||||
| 2008 and as of the end of | |||||
| March 2023, the paid-in | |||||
| capital was USD 20,000 | |||||
| thousand. | |||||
| EMC | EMC SPECIAL | Investment | 100.00% | 100.00% | 100.00% It was established in the |
| INTERNATIONAL | APPLICATION | Cayman Islands in August | |||
| HOLDING | INCORPORATED | 2020 where the investment | |||
| INCORPORATED | of equity capital taken | ||||
| place in December 2020, | |||||
| and as of the end of March | |||||
| 2023, the paid-in capital | |||||
| was USD 26,255 thousand. | |||||
| EMC | EMC USA HOLDING | Investment | 100.00% | 100.00% | 100.00% It was invested in 100% |
| INTERNATIONAL | INCORPORATED | equity by EMC | |||
| HOLDING | INTERNATIONAL | ||||
| INCORPORATED | HOLDING | ||||
| INCORPORATED in | |||||
| December 2021 and as of | |||||
| the end of March 2023, the | |||||
| paid-in capital was USD | |||||
| 732 thousand. | |||||
| EMC SPECIAL | EMD SPECIALTY | Manufacturing of | 100.00% | 100.00% | 100.00% It was invested in 100% |
| APPLICATION | MATERIALS, LLC | Prepreg and Copper | equity by EMC SPECIAL | ||
| INCORPORATED | Clad Laminate for | APPLICATION | |||
| PCB | INCORPORATED in | ||||
| December 2020. |
~ 11 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
-
Subsidiaries not included in the consolidated financial statement: None.
-
(III) Income tax
The Consolidated Company measures and discloses the income tax expense for the interim period in accordance with IAS 34 Appendix B12, “Interim Financial Reporting”. Income tax expense is measured by multiplying the net profit before tax for the interim reporting period by management’s best estimate of the expected effective tax rate for the full year and is fully recognized as current income tax expense.
Where income tax expense is recognized directly in equity or other comprehensive profit and loss items, it is measured at the tax rate that is expected to be applicable when realized or settled on temporary differences between the carrying amounts of related assets and liabilities for financial reporting purposes and their tax basis.
- (IV) Employee benefits
The defined benefit plan pension during the interim period is calculated based on the determined pension cost rate on the reporting date of the previous year, from the beginning of the year to the end of the current period where adjustments are made for significant market fluctuations after the closing date, as well as significant reductions, liquidations, or other significant one-off events.
- V. Major sources of uncertainty in significant accounting judgments, estimations, and assumptions
When the management prepares this consolidated financial statements in accordance with the preparation standards and the IAS 34 “Interim Financial Reporting” approved by the FSC, it must make judgments, estimations, and assumptions, which will affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from estimations.
During the preparation of the consolidated financial statement, the significant judgments made by the management in adopting the accounting policies of the consolidated company and the main sources of estimation uncertainty are consistent with Note 5 to the 2022 Consolidated Financial Statement.
VI. Description of significant accounting items
Except for the following, there is no significant difference between the description of significant accounting items in this consolidated financial statement and the 2022 Consolidated Financial Statement. For relevant information, please refer to Note 6 to the 2022 Consolidated Financial Statement.
- (I) Cash and cash equivalents
~ 12 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
| Cash Demand deposits Time deposits Cash equivalents Cash and cash equivalents shown in the consolidated statement of cash flows (II) Financial assets at fair value through Equity instruments at fair value through other comprehensive income: Foreign unlisted company shares (preferred shares) - Technica USA |
March 31, 2023 $ 573 11,503,857 1,372,076 1,537,094 |
December 31, 2022 522 8,643,269 254,714 1,545,113 |
March 31, 2022 530 6,656,848 900,864 809,999 |
|
|---|---|---|---|---|
$ 14,413,600 |
10,443,618 |
8,368,241 |
||
March 31, 2022 20,667 |
||||
-
Investments in equity instruments at fair value through other comprehensive income The equity instrument investments held by the consolidated company are long-term strategic investments not held for trading purposes, so they have been designated to be measured at fair value through other comprehensive gains and losses. The consolidated company did not dispose of its strategic investments from January 1 to March 31, 2023 and 2022, and the accumulated profits and losses during this period were not transferred in equity.
-
For credit risk and market risk information, please refer to Note 6 (21).
-
None of the above financial assets are guaranteed for long-term borrowings and the amount of financing.
(III) Note receivable and accounts receivable
| Notes Receivable - resulting from operating activities Accounts Receivable - measured at amortized cost |
March 31, 2023 $ 138,392 9,681,303 |
December 31, 2022 213,032 11,475,143 |
March 31, 2022 117,285 13,205,401 |
|---|---|---|---|
~ 13 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
| Less: loss allowances | (5,331) $ 9,814,364 |
(5,040) |
(4,558) |
|---|---|---|---|
11,683,135 |
13,318,128 |
The consolidated company used the simplified approach to estimate expected credit losses on March 31, 2023 and 2022 for all note and accounts receivables which is measured using lifetime expected credit losses. For this measurement, these notes and accounts receivable are grouped by a common credit risk characteristic that represents the customer’s ability to pay all amounts due in accordance with the terms of the contract with the forward-looking information included. The expected credit loss analysis of the consolidated company’s note receivable and accounts receivable is as follows:
| Not past due Less than 30 days past due 31~120 days past due More than 121 days past due |
March 31, 2023 | March 31, 2023 | Allowance for lifetime expected credit losses 4,471 60 164 636 |
|---|---|---|---|
| Carrying amount of accounts receivable $ 9,649,319 145,445 18,569 6,362 |
Weighted average expected credit loss 0.05% 0.04% 0.88% 10.00% |
||
$ 9,819,695 |
5,331 |
| Not past due Less than 30 days past due 31~120 days past due More than 121 days past due Not past due Less than 30 days past due |
December 31, 2022 Carrying amount of accounts receivable Weighted average expected credit loss Allowance for lifetime expected credit losses $ 11,572,071 0.04% 4,301 97,689 0.01% 6 18,415 3.98% 733 - - - $ 11,688,175 5,040 March 31, 2022 Carrying amount of accounts receivable Weighted average expected credit loss Allowance for lifetime expected credit losses $ 13,110,480 0.03% 4,352 199,720 0.05% 93 |
December 31, 2022 Carrying amount of accounts receivable Weighted average expected credit loss Allowance for lifetime expected credit losses $ 11,572,071 0.04% 4,301 97,689 0.01% 6 18,415 3.98% 733 - - - $ 11,688,175 5,040 March 31, 2022 Carrying amount of accounts receivable Weighted average expected credit loss Allowance for lifetime expected credit losses $ 13,110,480 0.03% 4,352 199,720 0.05% 93 |
December 31, 2022 Carrying amount of accounts receivable Weighted average expected credit loss Allowance for lifetime expected credit losses $ 11,572,071 0.04% 4,301 97,689 0.01% 6 18,415 3.98% 733 - - - $ 11,688,175 5,040 March 31, 2022 Carrying amount of accounts receivable Weighted average expected credit loss Allowance for lifetime expected credit losses $ 13,110,480 0.03% 4,352 199,720 0.05% 93 |
|---|---|---|---|
| 5,040 | |||
Allowance for lifetime expected credit losses 4,352 93 |
|||
| Carrying amount of accounts receivable $ 13,110,480 199,720 |
Weighted average expected credit loss 0.03% 0.05% |
~ 14 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
| 31~120 days past due More than 121 days past due |
12,486 0.91% - - $ 13,322,686 |
113 - |
|---|---|---|
| 4,558 |
Changes in lose allowance for note receivable and accounts receivable of the consolidated company is as follows:
| company is as follows: | |||
|---|---|---|---|
| Opening Balance (Reversal of) recognized impairment loss Foreign currency exchange gains and losses Ending balance |
January 2023 to March 2023 |
January 2022 to March 2022 4,635 (185) 108 |
|
| $ 5,040 313 (22) |
|||
$ 5,331 |
4,558 |
(IV) Other receivables
| Claims receivable Other receivables Less: loss allowances |
March 31, 2023 |
December 31, 2022 - 49,423 - |
March 31, 2022 - 56,170 - |
|---|---|---|---|
| $ 537,959 64,538 - $ 602,497 |
|||
49,423 |
56,170 |
The above-mentioned other receivables are expected to have no expected credit loss due to default events during the duration based on historical experience, so the expected credit loss rate is estimated to be zero.
A fire accident occurred on January 15, 2023, please refer to Note 6 (20) and Note 10 for details.
(V) Inventory
| Raw material Goods-in-process Finished goods |
March 31, 2023 |
December 31, 2022 2,831,081 238,474 1,166,353 |
March 31, 2022 3,455,084 284,733 1,736,309 |
|---|---|---|---|
| $ 2,358,544 241,266 1,128,046 $ 3,727,856 |
|||
4,235,908 |
5,476,126 |
The breakdown of operating costs of the Consolidated Company is as follows:
| Cost of goods sold Loss for market price decline and obsolete and |
January 2023 to March 2023 |
January 2022 to March 2022 7,484,005 12,379 |
|---|---|---|
| $ 5,841,110 (5,863) |
~ 15 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
| slow-moving inventories (Gain from price recovery) Revenue from sale of scraps Total |
(48,162) | (55,770) |
|---|---|---|
$ 5,787,085 |
7,440,614 |
As of March 31, 2023, December 31, 2022, and March 31, 2022, the consolidated company’s inventory had not been provided as a pledge.
Loss for market price decline and obsolete and slow-moving inventories are because the inventory is slow-moving, outdated, or unusable, and the net realizable value of the inventory is lower than the cost as operating costs; in addition, the inventory market price decline and slow-moving recovery profit are due to the unrecognized scrapped or disposed inventories which previously net realizable value are lower than the cost. As a result, the net realizable value of inventories is increased, and a deduction of operating costs is recognized.
On January 15, 2023, the Company's inventory of NTD 271,522 thousand was derecognized due to a fire accident, which was listed under the non-operating income and expenses - other gains and losses. For relevant descriptions, please refer to Note 6 (20) and Note 10.
(VI) Property, plant and equipment
The details of the cost and change on depreciation for property, plant, and equipment of the consolidated company from January 1 to March 31, 2023 and 2022 are as follows:
| Cost or deemed cost: Balance as of January 1, 2023 Addition (including interest capitalization) Disposal Reclassification Impact from change in exchange rate Balance as of March 31, 2023 Balance as of January 1, 2022 Addition (including interest capitalization) Disposal Reclassification Impact from change in exchange rate |
Land $ 2,537,243 - - - - $ 2,537,243 $ 470,621 - - - - |
Property and building 4,107,905 - (143,564) 557,375 18,389 |
Equipment 9,791,703 - (521,457) 124,005 36,035 9,430,286 7,948,500 - (9,355) 12,044 193,003 |
Other 2,961,423 - (56,296) 187,849 10,777 |
Unfinished works and equipment to be inspected 3,520,330 962,916 (105,813) (869,229) 15,641 3,523,845 2,622,734 1,678,152 - (102,381) 116,376 |
Total 22,918,604 962,916 (827,130) - 80,842 |
|---|---|---|---|---|---|---|
| 4,540,105 | 3,103,753 | 23,135,232 | ||||
2,786,073 - - 26,866 71,831 |
2,179,534 - (805) 63,471 54,045 |
16,007,462 1,678,152 (10,160) - 435,255 |
~ 16 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
| Balance as of March 31, 2022 Depreciation and impairment losses: Balance as of January 1, 2023 Depreciation for the year Disposal Impact from change in exchange rate Balance as of March 31, 2023 Balance as of January 1, 2022 Depreciation for the year Disposal Impact from change in exchange rate Balance as of March 31, 2022 Book value: January 1, 2023 March 31, 2023 January 1, 2022 March 31, 2022 |
$ 470,621 $ - - - - $ - $ - - - - $ - $ 2,537,243 $ 2,537,243 $ 470,621 $ 470,621 |
2,884,770 | 8,144,192 5,527,029 127,361 (443,733) 18,562 5,229,219 5,173,292 95,325 (9,355) 116,290 5,375,552 4,264,674 4,201,067 2,775,208 2,768,640 |
2,296,245 | 4,314,881 - - - - - - - - - - 3,520,330 3,523,845 2,622,734 4,314,881 |
18,110,709 |
|---|---|---|---|---|---|---|
1,244,293 47,710 (89,627) 4,118 |
1,467,404 81,902 (43,749) 4,591 |
8,238,726 256,973 (577,109) 27,271 |
||||
| 1,206,494 | 1,510,148 | 7,945,861 | ||||
1,098,834 31,020 - 24,792 |
1,266,754 52,593 (736) 29,563 |
7,538,880 178,938 (10,091) 170,645 |
||||
| 1,154,646 | 1,348,174 | 7,878,372 | ||||
2,863,612 |
1,494,019 |
14,679,878 |
||||
3,333,611 |
1,593,605 |
15,189,371 |
||||
1,687,239 |
912,780 |
8,468,582 |
||||
1,730,124 |
948,071 |
10,232,337 |
On March 31, 2023, December 31, 2022, and March 31, 2022, the property, plant, and equipment of the consolidated company were not provided as guarantees for bank loans and pledges of financing lines.
Due to operational needs, the consolidated company purchased industrial land in 2021. The total contract price was NTD 2,160,000 thousand. The price had been paid in full in 2022, and the contract and transfer were completed in May 20, 2022.
To expand production capacity and cooperate with the local government’s relocation plan,
the consolidated company purchased relevant equipment and conducted further construction. Please refer to Note 9 (1) for the relevant major engineering contracts. Please refer to Note 6 (20) for capitalized interest.
(VII) Right-of-use assets
The cost and depreciation of the land leased by the consolidated company are detailed as follows:
| Cost of right-of-use assets: Balance as of January 1, 2023 Impact from change in exchange rate Balance as of March 31, 2023 |
Land $ 362,629 1,892 |
Property and building 348,903 (2,954) |
Total 711,532 (1,062) 710,470 |
|---|---|---|---|
$ 364,521 |
345,949 |
~ 17 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
| Balance as of January 1, 2022 Impact from change in exchange rate Balance as of March 31, 2022 Depreciation and impairment losses on right-of-use assets: Balance as of January 1, 2023 Depreciation Impact from change in exchange rate Balance as of March 31, 2023 Balance as of January 1, 2022 Depreciation Impact from change in exchange rate Balance as of March 31, 2022 Book value: January 1, 2023 March 31, 2023 January 1, 2022 March 31, 2022 |
$ 357,364 13,327 |
314,479 10,737 |
671,843 24,064 695,907 102,356 6,943 - 109,299 71,654 6,556 2,752 80,962 609,176 601,171 600,189 614,945 |
|---|---|---|---|
$ 370,691 |
325,216 |
||
$ 62,482 2,006 332 |
39,874 4,937 (332) |
||
| $ 64,820 |
44,479 |
||
$ 53,684 2,005 2,044 |
17,970 4,551 708 |
||
$ 57,733 |
23,229 | ||
$ 300,147 |
309,029 |
||
$ 299,701 |
301,470 |
||
$ 303,680 |
296,509 |
||
$ 312,958 |
301,987 |
On March 31, 2023, December 31, 2022, and March 31, 2022, the consolidated company’s land use rights were not provided as guarantees for bank loans and the amount of financing.
(VIII) Short-term borrowings
| Unsecured bank loan Unused short-term credit lines Interest rate range |
March 31, 2023 |
December 31, 2022 5,209,815 13,206,472 3.00%~5.81% |
March 31, 2022 4,000,191 10,940,841 0.56%~3.85% |
|
|---|---|---|---|---|
| $ 7,545,577 |
||||
$ 10,905,337 |
||||
3.00%~6.55% |
Please refer to Note 6 (21) for information on exposure to interest rate, foreign currency and liquidity risks of the consolidated company.
(IX) Short-term notes payable
| Commercial Paper Payable Less: Unamortized discount |
March 31, 2023 |
December 31, 2022 - - |
March 31, 2022 200,000 - |
|---|---|---|---|
| $ - - |
~ 18 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
| Net value Interest rate range |
$ - |
$ - |
- | 200,000 0.59%~0.66% |
||
|---|---|---|---|---|---|---|
| - | - |
Please refer to Note 6 (21) for information on exposure to interest rate, foreign currency and liquidity risks of the consolidated company.
(X) Long-term borrowings
The detail of the consolidated company’s long-term borrowings is as follows:
| Unsecured bank loan Less: Amount due within one year Total Unused short-term credit lines Interest rate range Due year |
March 31, 2023 |
December 31, 2022 1,005,789 (89,657) |
March 31, 2022 970,754 (196,429) |
|
|---|---|---|---|---|
| $ 1,502,851 (646,353) |
||||
$ 856,498 |
916,132 |
774,325 |
||
$ 5,687,811 |
6,021,262 |
7,049,261 |
||
3.60%~4.35% 2023~2025 |
3.60%~4.35% 2023~2025 |
0.80%~4.35% 2022~2024 |
Please refer to Note 6 (21) for information on exposure to interest rate, foreign currency and liquidity risks of the consolidated company.
(XI) Unsecured convertible bonds
| Bond issuance amount Unamortized balance of discounted corporate bonds payable Ending balance of corporate bonds payable Embedded derivative financial instruments - call-back and repurchase rights (presented as financial liabilities at fair value through profit or loss) Equity component - conversion right (reported in capital surplus - subscription right) |
March 31, 2023 |
December 31, 2022 3,465,300 (163,160) |
March 31, 2022 - - |
|
|---|---|---|---|---|
| $ 3,465,300 (153,974) |
||||
$ 3,311,326 |
3,302,140 |
- |
||
$ 17,326 |
23,564 |
- |
||
$ 207,618 |
207,618 |
- |
~ 19 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
| Embedded derivative financial instruments - remeasurement of call-back and repurchase at fair value through profit and loss (presented in the non-operating income and expense in financial assets (liabilities) at fair value through profit or loss) Interest expenses |
January 2023 to March 2023 $ 6,238 |
January 2022 to March 2022 - |
|
|---|---|---|---|
$ 9,186 |
- |
The Company issued 5th 5-year unsecured convertible bonds with a coupon rate of 0% on April 25, 2022, with a total amount of NTD 3,465,300 thousand, issued at 101% of the face value. The actual debt amount was NTD 3,499,953 thousand. The maturity date is April 25, 2027, and the bond discount rate is 1.3057%. Thirty days before the 3-year issuance date, the creditor may request the Company to redeem the convertible bonds held by the Company in cash at the denomination of the bond. The conversion price of convertible bonds shall be handled in accordance with the Company’s issuance agreement.
-
Repayment date and method: Except for those that are converted into common shares of the Company in advance, or called-back by the Company or repurchased by bond holders in advance, the principal will be repaid in cash in one lump sum upon maturity.
-
Conversion prices and the adjustments: The conversion price at the time of issuance is set at NTD 263 per share. In the events of a change in the total number of common shares of the Company, allotment of cash dividends on common shares, a conversion price lower than the current price per share, or reissue of common shares conversion rights, adjustment shall be made. As the Company takes September 2, 2022 as the base date for dividend distribution, according to the provisions of Article 11 of the Company’s 5th domestic unsecured convertible corporate bond issuance and conversion methods, the adjustment conversion price is adjusted from NTD 263 to NTD 246.8. This bond does not have reset feature.
-
The call-back right of the Company for the convertible corporate bonds:
-
(1) From the day after the issuance of the convertible corporate bonds for three months to 40 days before the maturity date:
-
A. If the closing price of the Company’s common shares exceeds 30% of the current conversion price for 30 consecutive business days;
-
B. If the outstanding balance of the convertible corporate bonds converted
-
~ 20 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
by the Company per the requests of the bond holders is less than 10% of total initial issue amount;
The Company may delivery a “Notice to call back bonds” due in 30 days through registered mails (the aforesaid period starts from the date when the Company sends the notice, and the expiry date of the period is the base date for bond call back), and send a letter to TPEX for announcement and call back the current convertible corporate bonds in cash at face value within five business days after the bond call back base date which shall not fall within the period in which the conversion of the convertible corporate bonds is suspended.
-
(2) The Yield to Call are as follows: From the day after the issuance of the convertible corporate bonds for three months to 40 days before the maturity date, call back by cash at par value.
-
(3) If the bond holders fails to provide a written response to the Company’s agency before the bond call-back date stated in the “Notice to call back bonds” (which takes effect when it is served, and the postmark date for registered mail shall be used as the basis for call-back date), the Company will call-back the bonds in cash within five business days after the bond call back date.
-
The bond holders’ right of repurchase:
-
30 days before the 3-year issuance date, the bond holder may request the Company to call-back the convertible bonds held by the Company in cash at par value. The conversion price of convertible bonds shall be handled in accordance with the Company’s issuance agreement. The Company accepts the repurchase request and shall call-back the convertible bonds in cash within five business days after the repurchase date.
Please refer to Note 6 (21) for information on exposure to interest rate, foreign currency and liquidity risks of the consolidated company.
- (XII) Lease liabilities
The carrying amounts of the consolidated company’s lease liabilities are as follows:
| Current Non-current |
March 31, 2023 $ 12,599 |
December 31, 2022 12,834 |
March 31, 2022 12,098 |
|
|---|---|---|---|---|
$ 304,971 |
310,732 |
298,536 |
For maturity analysis, please refer to Note 6 (21) Financial Instruments. The amounts recognized in profit or loss are as follows:
~ 21 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
| Interest expense on lease liability Expense on short-term lease The amounts recognized in the statement of cash flows Total cash outflow from lease |
Interest expense on lease liability Expense on short-term lease The amounts recognized in the statement of cash flows Total cash outflow from lease |
January 2023 to March 2023 $ 2,579 |
January 2022 to March 2022 2,473 |
|---|---|---|---|
$ 11,816 |
9,882 |
||
are as follows: January 2023 to March 2023 $ 17,649 |
January 2022 to March 2022 15,258 |
||
- Leasing of houses and buildings
On January 1, 2021, the consolidated company leased houses and buildings as plants and offices for a period of 17.5 years. When the lease term expires, the consolidated company has no preferential purchasing right to the lease.
- Other leases
The lease period of office equipment and transportation equipment leased by the consolidated company is usually one year, and these leases are short-term or low-value leases. The consolidated company selects applicable exemption from recognition of the relevant right-of-use assets and lease liabilities.
(XIII) Other non-current liabilities
| Prepayments Guarantee deposits and margins received Total |
March 31, 2023 |
December 31, 2022 456,527 18,807 |
March 31, 2022 478,566 19,637 498,203 |
|
|---|---|---|---|---|
| $ 424,427 18,361 |
||||
$ 442,788 |
475,334 |
Due to the relocation of the Kunshan Youbi Factory, the consolidated company received an advance payment of NTD 319,208 thousand, NTD 347,978 thousand and NTD 355,714 thousand on March 31, 2023, December 31, 2022, and March 31, 2022 respectively. Please refer to Note 9 (2) for details.
-
(XIV) Employee benefits
-
Defined benefit plans
Since there were no major market fluctuations, major reductions, liquidations, or other major one-off events after the reporting date of the previous year, the consolidated company adopted the actuarially determined pensions on December 31, 2022 and 2021 and disclose the pension costs for interim periods.
~ 22 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
| The details of the consolidated company’s reported expenses are as follows: January 2023 to March 2023 January 2022 to March 2022 Operating costs $ - 2,324 Total selling expenses - 127 Total administrative expenses - 592 Total research and development expenses - 363 $ - 3,406 |
The details of the consolidated company’s reported expenses are as follows: January 2023 to March 2023 January 2022 to March 2022 Operating costs $ - 2,324 Total selling expenses - 127 Total administrative expenses - 592 Total research and development expenses - 363 $ - 3,406 |
The details of the consolidated company’s reported expenses are as follows: January 2023 to March 2023 January 2022 to March 2022 Operating costs $ - 2,324 Total selling expenses - 127 Total administrative expenses - 592 Total research and development expenses - 363 $ - 3,406 |
The details of the consolidated company’s reported expenses are as follows: January 2023 to March 2023 January 2022 to March 2022 Operating costs $ - 2,324 Total selling expenses - 127 Total administrative expenses - 592 Total research and development expenses - 363 $ - 3,406 |
|---|---|---|---|
| $ - |
3,406 |
- Determined appropriation plan The consolidated company has determined the pension expenses under the appropriation method as follows, which have been appropriated to the Bureau of Labor Insurance:
| Operating costs Total selling expenses Total administrative expenses Total research and development expenses Total |
January 2023 to March 2023 $ 36,999 2,729 4,562 3,333 |
January 2022 to March 2022 39,460 2,789 3,972 2,944 |
|
|---|---|---|---|
$ 47,623 |
49,165 |
(XV) Income tax
The detail of the consolidated corporate income tax expense is as follows:
| Current income tax expense Current tax expense recognized in the current year Incometax adjustmentson prior years Deferred income tax expense Occurrence and reversal of temporary differences Income tax expenses |
January 2023 to March 2023 $ 244,654 83 |
January 2022 to March 2022 251,336 - |
|
|---|---|---|---|
| 244,737 | 251,336 |
||
4,606 |
91,611 |
||
$ 249,343 |
342,947 |
The details of income tax (expense) gains and losses recognized by the consolidated company under other comprehensive income are as follows:
| Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of foreign financial |
January 2023 to March 2023 $ (18,580) |
January 2022 to March 2022 (137,976) |
|
|---|---|---|---|
~ 23 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
statements
The income tax settlement declaration of the profit-seeking enterprise of the consolidated company has been approved by the tax collection authority until 2020.
- (XVI) Capital and other equity
Except for the following, there was no significant change in the capital and other equity of the consolidated company from January 1 to March 31, 2023 and 2022. For relevant information, please refer to Note 6 (16) to the 2022 Consolidated Financial Statement.
-
Issuance of common stock
-
On March 31, 2023, December 31, 2022, and March 31, 2022, the Company’s total rated share capital was NTD 6,000,000 thousand. The face value of each share is NTD 10 with 600,000 thousand shares. The issued common shares are all 332,918 thousand shares, and all share price on the issued shares have been received.
-
Capital surplus
The balance of the Company’s capital surplus is as follows:
| Additional paid-in capital in excess of par - common stock Additional paid-in capital in excess of par - convertible bond Conversion right |
March 31, 2023 $ 95,627 1,773,034 207,618 |
December 31, 2022 95,627 1,773,034 207,618 |
March 31, 2022 95,627 1,773,034 - |
|
|---|---|---|---|---|
$ 2,076,279 |
2,076,279 |
1,868,661 |
-
Retained earnings
-
According to the Company’s Articles of Association, where the Company made profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside 10% as legal reserve of the remaining profit, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Company’s Board of Directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for distribution of dividends and bonus to shareholders. But if the Company’s legal reserve equals to or exceeds paid-in capital, this restriction does not apply.
On May 26, 2022, the shareholders' meeting resolved the Company’s dividends and
~ 24 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
bonuses distributed in cash in whole or in part of the legal reserve and capital surplus are authorized by the Board of Directors meeting attended by more than 2/3 of the Directors with a simple majority of the Directors in session and reported to the General Meeting of Shareholders.
To consider the characteristics of industrial growth and improve the Company’s financial structure, the annual earning distribution may not be made if the year in which the loss occurs, and the dividend policy will give priority to the Company’s future development, financial status, and shareholders’ remuneration where stock dividends will be distributed in consideration of the Company’s future capital expenditure budget to retain the required cash. The rest will be distributed to shareholders in the form of cash dividends, provided that the distribution of cash dividends shall not be less than 20% of the total distributed dividends.
The earning distribution shall be appropriated with adding 10%-70% of the distributable earning after accumulating undistributed earnings in the past after setting aside various reserves.
-
(1) Legal reserve
-
The Company shall set aside 10% of the net profit after tax as legal reserve of the remaining profit until it equals the total capital. When the Company has no losses, it may, upon a resolution of the shareholders’ meeting, distribute legal reserve by issuing new shares or by cash, but only the portion of legal reserve which exceeds 25% of the paid-in capital may be distributed.
-
(2) Earnings Distribution
-
The Board of Directors proposed the 2022 earnings distribution proposal on February 23, 2023, and the resolution in the 2021 earnings distribution proposal was approved on annual general shareholders’ meeting on May 26, 2022. The amount of the owner’s dividend is as follows:
| Dividends distributed to owners of common stock: Cash |
2022 $ 2,829,806 |
2021 3,329,183 |
|
|---|---|---|---|
- Other equity (net post-tax)
~ 25 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
| January 1, 2023 Exchange differences arising on translation of foreign operations Balance as of March 31, 2023 January 1, 2022 Exchange differences arising on translation of foreign operations Balance as of March 31, 2022 |
Exchange differences on translation of foreign financial statements $ (511,344) 74,319 |
Equity instrument investment losses measured at fair value through other comprehensive income (37,946) - |
Total (549,290) 74,319 |
|
|---|---|---|---|---|
| $ (437,025) |
(37,946) |
(474,971) |
||
$ (888,136) 551,903 |
(15,773) - |
(903,909) 551,903 |
||
| $ (336,233) |
(15,773) |
(352,006) |
(XVII) Earnings per share
The basic EPS and diluted EPS of the consolidated company are calculated as follows:
| Earnings per share - basic Net income attributable to common shareholders of the Company Common stock outstanding as of January 1 Weighted Average Number of Common Stocks Outstanding as of March 31 Earnings per share - basic Earnings per share - diluted Net profit attributable to the Company for the period Amount of after-tax effect of relevant gains and losses on convertible bonds Net income attributable to common shareholders of the Company (With the effect of dilutive potential common shares) Weighted average number of common shares outstanding Effect of Potential Dilutive Common Shares The impact on employee bonuses Effect of Convertible Corporate Bond Conversion |
January 2023 to March 2023 |
January 2022 to March 2022 1,323,922 |
|
|---|---|---|---|
| $ 479,696 |
|||
332,918 |
332,918 |
||
332,918 |
332,918 |
||
$ 1.44 |
3.98 |
||
| $ 479,696 2,358 |
1,323,922 - |
||
$ 482,054 |
1,323,922 |
||
332,918 672 14,041 |
332,918 581 - |
~ 26 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
| Weighted average number of common shares outstanding (With the effect of dilutive potential common shares) Earnings per share - diluted |
347,631 | 333,499 |
|---|---|---|
$ 1.39 |
3.97 |
(XVIII)Revenue from customer contracts
- Breakdown of income
| Key Market Region: Taiwan China Other countries Key products: Prepreg Copper Clad Laminate Mass Lamination boards Other Key Market Region: Taiwan China Other countries Key products: Prepreg Copper Clad Laminate |
January 2023 to March 2023 | January 2023 to March 2023 | Total 1,101,344 5,256,283 1,001,500 |
||
|---|---|---|---|---|---|
| Domestic department $ 1,078,144 216,522 725,441 |
Foreign department 367,605 6,435,350 308,307 |
Adjustment and write off (344,405) (1,395,589) (32,248) |
|||
$ 2,020,107 |
7,111,262 |
(1,772,242) |
7,359,127 |
||
$ 723,347 962,658 105,411 228,691 |
2,939,883 4,130,043 - 41,336 |
(650,177) (875,593) - (246,472) |
3,013,053 4,217,108 105,411 23,555 |
||
$ 2,020,107 |
7,111,262 |
(1,772,242) |
7,359,127 |
||
January 2022 to March 2022 |
Total 1,367,771 7,702,703 847,986 |
||||
| Domestic department $ 1,350,304 231,745 615,492 |
Foreign department 25,121 9,050,373 232,494 |
Adjustment and write off (7,654) (1,579,415) - |
|||
$ 2,197,541 |
9,307,988 |
(1,587,069) |
9,918,460 |
||
$ 916,176 921,778 |
3,723,456 5,529,676 |
(504,417) (829,728) |
4,135,215 5,621,726 |
~ 27 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
| Mass Lamination boards Other |
141,852 217,735 |
- 54,856 |
- (252,924) |
141,852 19,667 |
|---|---|---|---|---|
$ 2,197,541 |
9,307,988 |
(1,587,069) |
9,918,460 |
(XIX) Remuneration to the employees and directors
In accordance with the Company’s Articles of Association, when there is profit in the annual closing, the employee’s remuneration shall not be less than 3% and the director’s remuneration shall not be higher than 1.2%. However, when the Company still has accumulated losses, it should reserve the profit to make up for the loss. In addition, when employee remuneration is distributed in stock or cash, the recipients of the payment include employees of subsidiaries that meet certain conditions
The estimated figure of the Company’s employees’ remuneration from January 1 to March 31, 2023 and 2022 were NTD 20,425 thousand and 44,991 thousand respectively, and the estimated amount of directors’ remuneration was NTD 4,425 thousand and 14,997 thousand respectively which is estimated based on the pre-tax net profit for each period before deducting employee and directors’ remuneration multiplied by the distribution of employee and director’s remuneration percentage stipulated in the Company’s Articles of Association. The employee’s remuneration is reported as the operating costs or expenses from January 1 to March 31, 2023 and 2022. If there is a difference between the actual distribution amount in the next year and the estimated figure, it will be handled according to the change in accounting estimates, and the difference will be recognized as the profit and loss of the next year.
The Company’s employee remuneration in 2022 and 2021 was NTD 172,916 thousand and 189,120 thousand respectively, and the amount of directors’ remuneration was NTD 37,465 thousand and 63,040 thousand respectively. There is no difference between the amount of employee remuneration and director’s remuneration in 2022 and 2021 and the actual distribution and the relevant information can be inquired at the MOPS.
(XX) Non-operating income and expenses
- Total interest income
The details of interest income of the consolidated company from January 1 to March 31, 2023 and 2022 are as follows:
| Bank deposit interest | January 2023 to March 2023 |
January 2022 to March 2022 10,862 |
|
|---|---|---|---|
| $ 21,440 |
~ 28 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
2. Other gains and losses
The details of other profits and losses of the consolidated company from January 1 to March 31, 2023 and 2022 are as follows:
| Foreign currency exchange (loss) gain Gains of Financial liabilities at FVTPL Loss on disposal of property, plant and equipment Disaster loss Claim receipts Other gains Other gains and losses, net |
January 2023 to March 2023 $ (2,210) 6,238 (1,624) (537,959) 537,959 7,630 |
January 2022 to March 2022 23,189 - (69) - - 15,302 38,422 |
|
|---|---|---|---|
$ 10,034 |
3. Finance costs
The details of financial cost of the consolidated company from January 1 to March 31, 2023 and 2022 are as follows:
| Interest expenses Less: capitalized interest |
January 2023 to March 2023 $ 83,072 (11,483) |
January 2022 to March 2022 31,812 (3) 31,809 |
|
|---|---|---|---|
$ 71,589 |
(XXI) Financial instrument
Except for the following, there is no significant change in the fair value of the financial instruments of the consolidated company and the exposure to credit risk, liquidity risk and market risk due to financial instruments. For relevant information, please refer to Note 6 (21) to 2022 Consolidated Financial Statement.
- Liquidity risk
The following table shows the contractual expiration dates for financial liabilities,
including estimated interest but excluding the effect of netting agreements.
| March 31, 2023 Non-derivative financial liabilities Unsecured bank loan |
Carrying amount |
Contractua lcash flows |
Within 6 months |
6-12 months |
1-2years | Over 2 years |
|---|---|---|---|---|---|---|
| $ 9,048,428 | 9,284,682 |
4,123,161 |
4,272,181 |
889,340 |
- |
~ 29 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
| Accounts payable Other payables Bonds payable Lease liabilities |
5,986,383 6,167,326 3,311,326 317,570 |
5,986,383 6,167,326 3,465,300 408,241 |
5,986,383 6,167,326 - 11,449 |
- - - 11,220 |
- - - 22,862 |
- - 3,465,300 362,710 3,828,010 |
|---|---|---|---|---|---|---|
| $ 24,831,033 | 25,311,932 |
16,288,319 |
4,283,401 |
912,202 |
December 31, 2022
| December 31, 2022 | ||||||
|---|---|---|---|---|---|---|
| Non-derivative financial liabilities Unsecured bank loan Accounts payable Other payables Bonds payable Lease liabilities March 31, 2022 Non-derivative financial liabilities Unsecured bank loan Short-term notes payable Accounts payable Other payables Lease liabilities |
$ 6,215,604 6,513,281 3,288,347 3,302,140 323,566 |
6,359,104 6,513,281 3,288,347 3,465,300 417,615 |
3,109,303 6,513,281 3,288,347 - 11,777 |
2,307,343 - - - 11,316 |
460,988 - - - 22,915 |
481,470 - - 3,465,300 371,607 4,318,377 276,339 - - - 362,463 638,802 |
| $ 19,642,938 | 20,043,647 |
12,922,708 |
2,318,659 |
483,903 |
||
$ 4,970,945 200,000 7,890,816 3,028,790 310,634 |
5,026,970 200,000 7,890,816 3,028,790 405,729 |
3,046,817 200,000 7,890,816 3,028,790 10,978 |
1,202,836 - - - 10,978 |
500,978 - - - 21,310 |
||
| $ 16,401,185 | 16,552,305 |
14,177,401 |
1,213,814 |
522,288 |
The consolidated company does not expect that the cash flows for the maturity analysis will occur significantly earlier, or that the actual amounts will be significantly different.
-
Currency risk
-
(1) Currency risk exposure
The consolidated company’s significant currency risk exposure of financial assets and liabilities is as follows:
~ 30 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
| Financial Asset Monetary items USD Financial liabilities Monetary items USD Financial Asset Monetary items USD Financial liabilities Monetary items USD Financial Asset Monetary items USD Financial liabilities Monetary items USD |
March 31, 2023 | NTD 2,333,471 1,635,255 1,389,314 2,263,053 NTD 2,558,051 2,208,977 1,261,732 2,712,532 NTD 2,356,405 2,378,113 1,524,655 2,578,607 |
|
|---|---|---|---|
| Foreign currency (thousand) $ 76,633 53,703 45,626 74,320 |
Exchange rate USD: NTD 30.4500 USD: RMB 6.8720 USD: NTD 30.4500 USD: RMB 6.8720 December 31, 2022 |
||
| Foreign currency (thousand) $ 83,297 71,930 41,085 88,327 |
Exchange rate USD: NTD 30.7100 USD: RMB 6.9669 USD: NTD 30.7100 USD: RMB 6.9669 March 31, 2022 |
||
| Foreign currency (thousand) $ 82,320 83,078 53,263 90,082 |
Exchange rate USD: NTD 28.6250 USD: RMB 6.3526 USD: NTD 28.6250 USD: RMB 6.3526 |
||
~ 31 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
- (2) Sensitivity analysis
The exchange rate risk of monetary items of the consolidated company arises from cash and cash equivalents, accounts and other receivables, borrowings, and accounts and other payables denominated in foreign currencies where the foreign currency exchange gains and losses arise upon exchange. From January 1 to March 31, 2023 and 2022, when the New Taiwan dollar depreciated or appreciated by 1% relative to the US dollar, and all other factors remained unchanged, the net profit after tax from January 1 to March 31, 2023 and 2022 will increase or decrease by NTD 2,585 thousand and NTD 5,385 thousand respectively.
Due to the variety of functional currencies of the consolidated company, the exchange profit and loss information of monetary items was disclosed in summary. The foreign currency exchange gains and losses (including realized and unrealized) from January 1 to March 31, 2023 and 2022 were a loss of NTD 2,210 thousand and a profit of NTD 23,189 thousand respectively.
-
Fair value information
-
(1) Type and fair value of financial instruments The consolidated company’s financial assets and liabilities at fair value through profit or loss and financial assets at fair value through other comprehensive profit or loss are measured at fair value on a recurring basis. The carrying amount and fair value of various types of financial assets and liabilities (including fair value level, but the carrying amount of financial instruments not measured at fair value is a reasonable approximation of the fair value. For equity instrument investments that are not quoted in the active market and whose fair value cannot be reliably measured, there is no need to disclose fair value information according to regulations) are listed as follows:
| Financial assets measured at amortized cost Cash and cash equivalents Note receivable and accounts receivable Other receivables Refundable deposits paid |
March 31, 2023 | March 31, 2023 | March 31, 2023 | |||
|---|---|---|---|---|---|---|
| Carrying amount $ 14,413,600 9,814,364 602,497 69,715 |
Fair | value | Total - - - - |
|||
| Level 1 - - - - |
Level 2 - - - - |
Level 3 - - - - |
||||
~ 32 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
| Total Financial liabilities at fair value through profit or loss Corporate bond repurchase rights and call-back rights Financial liabilities measured at amortized cost Bank loan Accounts payable Other payables Guarantee deposits and margins received Bonds payable Lease liabilities Subtotal Total Financial assets measured at amortized cost Cash and cash equivalents Note receivable and accounts receivable Other receivables Refundable deposits paid Total Financial liabilities at fair value through profit or loss Corporate bond repurchase rights and call-back rights Financial liabilities measured at amortized cost Bank loan Accounts payable Other payables Guarantee deposits and margins received Bonds payable Lease liabilities |
$ 24,900,176 | - |
- | - | - 17,326 - - - - - - - 17,326 Total - - - - - 23,564 - - - - - - |
|
|---|---|---|---|---|---|---|
$ 17,326 |
- |
- | 17,326 | |||
| 9,048,428 5,986,383 6,167,326 18,361 3,311,326 317,570 |
- - - - - - |
- - - - - - |
- - - - - - |
|||
| 24,849,394 | - |
- | - | |||
| $ 24,866,720 | - |
- | 17,326 | |||
December 31, 2022 |
||||||
| Carrying amount |
Level 1 - - - - |
Fair | value | |||
| Level 2 - - - - |
Level 3 - - - - |
|||||
| $ 10,443,618 11,683,135 49,423 69,482 |
||||||
| $ 22,245,658 | - |
- | - | |||
$ 23,564 |
- |
- | 23,564 | |||
| 6,215,604 6,513,281 3,288,347 18,807 3,302,140 323,566 |
- - - - - - |
- - - - - - |
- - - - - - |
~ 33 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
| Subtotal Total Financial assets at fair value through other comprehensive income Domestic and foreign unlisted (non-OTC) stocks Financial assets measured at amortized cost Cash and cash equivalents Note receivable and accounts receivable Other receivables Refundable deposits paid Subtotal Total Financial liabilities measured at amortized cost Bank loan Short-term notes payable Accounts payable Other payables Guarantee deposits and margins received Lease liabilities Total |
19,661,745 | - |
- | - | - 23,564 Total 20,667 - - - - - 20,667 - - - - - - - |
|
|---|---|---|---|---|---|---|
| $ 19,685,309 | - |
- | 23,564 | |||
March 31, 2022 |
||||||
| Carrying amount |
Level 1 - |
Fair | value | |||
| Level 2 - |
Level 3 20,667 |
|||||
| $ 20,667 | ||||||
| 8,368,241 13,318,128 56,170 63,828 |
- - - - |
- - - - |
- - - - |
|||
| 21,806,367 | - |
- | - | |||
| $ 21,827,034 | - |
- | 20,667 | |||
$ 4,970,945 200,000 7,890,816 3,028,790 19,637 310,634 |
- - - - - - |
- - - - - - |
- - - - - - |
|||
| $ 16,420,822 | - |
- | - |
(2) The valuation techniques based on fair value
- (2.1) Non-derivative financial instruments
If there is an active market and a price for a financial instrument is quoted in that market, the quoted price will be the fair value of the financial instrument. Market prices provided by major stock exchanges and market prices of popular central government bonds announced by the Taipei Exchange are considered to be the basis of fair values for equity instruments and debt instruments with active market.
If a quoted price, which represents the price being practically and frequently transacted in orderly transactions, can be acquired from stock exchanges,
~ 34 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
brokers, underwriters, pricing service institutions or the administration in time then there is an active market for the financial instrument. If the conditions mentioned above are not met, then the market is regarded as inactive. Generally speaking, extremely high bid-ask spread, significant increase of bid-ask spread or extremely low transaction amounts are all indications for an inactive market.
The Company’s financial instruments with active markets and the basis of their fair values are described as follows:
The stocks of exchange-listed and OTC-listed companies are financial assets with standard terms and conditions that are traded in active markets, and their fair values are determined by reference to market quoted price.
Except for the financial instruments with active market, fair values of other financial instruments are acquired based on valuation techniques or the quoted prices from counterparties. Fair values acquired through valuation techniques can be calculated using models based on fair values from financial instruments with similar conditions and characteristics, cash flow discount method and other valuation techniques, including accessible information on the consolidated balance sheet date such as the yield curve from the Taipei Exchange or the average quoted price from Reuter’s commercial papers interest rate.
If the consolidated company’s financial instruments are with inactive markets and the basis of their fair values are described as follows:
-
Equity instruments that do not listed and whose fair value cannot be reliably measured: The fair value is estimated using the market comparable company method, and the main assumption is based on the equity multiplier derived from the net worth per share of the invested company and the market quoted prices of comparable foreign listed (OTC) companies. This estimate has been adjusted for the discounting effect of the lack of market liquidity of the equity securities.
-
(2.2) Non-derivative financial instruments
The valuations are based on valuation models widely accepted by market users, such as discounted cash flow and option pricing models.
- (3) The transfer between Level 1 and Level 2
There was no transfer from January 1 to March 31, 2023 and 2022.
~ 35 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
- (4) Reconciliation of Level 3 financial assets
The consolidated company’s Level 3 financial assets measured by fair value from January 1 to March 31, 2023 and 2022 are as follows:
| Balance as of March 31, 2023 (opening balance) Balance as of January 1, 2022 Additions Balance as of March 31, 2022 |
Fair value through other comprehensive income |
|---|---|
| $ - $ - 20,667 $ 20,667 |
-
(5) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement
-
The financial assets at fair value classified into Level 3 of the consolidated company include financial assets at fair value through profit or loss - bond transactions without active market and financial assets at fair value through other comprehensive income - equity investments without an active market Most of the Level 3 fair value attributed to the consolidated company only has single significant unobservable input, and only non-listed (non-OTC) equity instrument investments in have multiple significant unobservable inputs. Significant unobservable inputs of non-listed (non-OTC) equity instrument investments are independent of each other, so there is no correlation.
Quantified information of significant unobservable inputs was as follows:
Inter-relationship between significant Significant unobservable inputs Valuation unobservable and fair value Item technique inputs measurement Financial assets at Discounted Weighted The higher the fair value through cash flow average cost of weighted average other capital cost of capital, the comprehensive Perpetual lower the fair value income - equity growth rate The higher the investments perpetual growth without an active rate, the higher the market fair value
~ 36 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
Financial liabilities Binomial tree Volatility at fair value convertible (42.51%) through profit or bond pricing loss - Embedded model derivative financial instruments - Repurchase right
The higher the volatility, the higher the fair value
(XXII) Financial risk management
There is no significant change in the financial risk management objectives and policies of the consolidated company and those disclosed in Note 6 (22) of the 2022 Consolidated Financial Statement.
(XXIII)Capital management
The capital management objectives, policies and procedures of the consolidated company are consistent with those disclosed in the 2022 Consolidated Financial Statement; there is no significant change in the aggregated quantitative information of the capital management items and those disclosed in the 2022 Consolidated Financial Statement. For relevant information, please refer to Note 6 (23) of the 2022 Consolidated Financial Statement.
(XXIV)Investment and financing activities in non-cash investment
The consolidated company’s non-cash investment and financing activities from January 1 to March 31, 2023 and 2022 are as follows:
-
For the right-of-use assets obtained by leasing, please refer to Note 6 (7) for details.
-
Reconciliation of liabilities arising from financing activities:
| Short-term borrowings Long-term borrowings Lease liabilities Bonds payable Total liabilities from financing activities |
January 1, 2023 $ 5,209,815 1,005,789 323,566 3,302,140 |
Cash flow 2,305,951 490,319 (3,254) - |
Non-cash changes Acquisition Change in exchange rate Other - 29,811 - - 6,743 - - (2,742) - - - 9,186 - 33,812 9,186 |
Non-cash changes Acquisition Change in exchange rate Other - 29,811 - - 6,743 - - (2,742) - - - 9,186 - 33,812 9,186 |
Non-cash changes Acquisition Change in exchange rate Other - 29,811 - - 6,743 - - (2,742) - - - 9,186 - 33,812 9,186 |
March 31, 2023 7,545,577 1,502,851 317,570 3,311,326 12,677,324 |
|
|---|---|---|---|---|---|---|---|
| Change in exchange rate 29,811 6,743 (2,742) - |
|||||||
$ 9,841,310 |
2,793,016 |
33,812 | 9,186 |
~ 37 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
| Short-term borrowings Long-term borrowings Lease liabilities Short-term notes payable Total liabilities from financing activities |
January 1, 2022 $ 2,588,894 850,000 303,245 199,820 |
Cash flow 1,315,171 120,329 (2,903) - |
Non-cash changes Acquisition Change in exchange rate Other - 96,126 - - 425 - - 10,292 - - - 180 - 106,843 180 |
Non-cash changes Acquisition Change in exchange rate Other - 96,126 - - 425 - - 10,292 - - - 180 - 106,843 180 |
Non-cash changes Acquisition Change in exchange rate Other - 96,126 - - 425 - - 10,292 - - - 180 - 106,843 180 |
March 31, 2022 4,000,191 970,754 310,634 200,000 |
|
|---|---|---|---|---|---|---|---|
| Change in exchange rate 96,126 425 10,292 - |
|||||||
$ 3,941,959 |
1,432,597 |
106,843 | 180 |
5,481,579 |
VII. Related party transaction
- (I) Parent company and ultimate controller
The Company is the ultimate controller of the Consolidated Company.
- (II) Name and relationship of related party
During the period covered by this consolidated financial statement, the related parties that
have transactions with the consolidated company are as follows:
Relationship with the consolidated Related party company Technica USA Affiliates of the consolidated company
(III) Significant transactions with related parties
- Revenue
The significant sales amount of the consolidated company to related parties is as follows:
| Associate | January 2023 to March 2023 $ - |
January 2022 to March 2022 38,404 |
|---|---|---|
The terms of sale for the consolidated company to affiliated companies and general customers are determined through negotiation between the two parties. The Payment Terms is 90 to 120 days from invoice date, which is not significantly different from that of ordinary customers, and the premium is negotiated by both parties.
- Purchase
The purchase amount of the consolidated company to related parties is as follows:
~ 38 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
Associate
January 2023 to January 2022 March 2023 to March 2022 $ 1,442 -
The purchase price of the consolidated company to the above-mentioned companies is not significantly different from the purchase price of the consolidated company to general suppliers. The Payment Terms is Net 90 days from invoice date, which is not significantly different from that of ordinary customers.
- Receivables from related parties
The details of receivables from related parties to the consolidated company are as follows:
| Item Related party categories |
March 31, 2023 |
December 31, 2022 6,417 |
March 31, 2022 66,443 |
|
|---|---|---|---|---|
| Accounts receivable Associate Other receivables Associate |
$ 6,362 |
|||
- |
- |
1,617 |
||
| $ 6,362 |
6,417 |
68,060 |
- Payable to related parties
The details of payables to related parties by the consolidated company are as follows:
| Item Related party categories |
March 31, 2023 |
December 31, 2022 6,528 |
March 31, 2022 - |
|
|---|---|---|---|---|
| Accounts payable Associate Other payables Associate |
$ 7,594 |
|||
2,755 |
2,267 |
3,480 |
||
$ 10,349 |
8,795 |
3,480 |
- Endorsement and guarantee
Please refer to Note 13(1) for the description of the endorsement and guarantee made by the consolidated company on March 31, 2023, for its subsidiaries and affiliates for financing loans.
- Other related party transactions
| Item Related party categories |
January 2023 to March 2023 January 2022 to March 2022 $ - 1,584 |
|---|---|
| Other gains Associate |
~ 39 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
| Total selling expenses Associate (IV) Key management personnel transactions Key management personnel compensation includes: Short-term employee benefits Post-employment benefits |
578 | 1,227 2,811 January 2022 to March 2022 49,872 314 50,186 |
|
|---|---|---|---|
| $ 578 |
|||
| January 2023 to March 2023 $ 22,798 219 |
|||
| $ 23,017 |
VIII. Pledged assets
The details of the carrying amount of the assets pledged by the consolidated company are as follows:
| Asset | **Purpose ofpledge ** | March 31, 2023 |
December 31, 2022 69,482 |
March 31, 2022 63,828 |
|
|---|---|---|---|---|---|
| Refundable deposits paid Deposits for mailbox, leases and natural gas, etc. |
$ 69,715 |
IX. Material contingent liabilities and unrecognized contractual commitments
-
(I) Material Unrecognized Contractual Commitments
-
The unused standby letters of credit that have been issued by the consolidated company is as follows:
| Unused standby letters of credit NTD USD |
March 31, 2023 $ 43,298 18,545 |
December 31, 2022 43,440 20,351 |
March 31, 2022 40,546 19,579 |
|---|---|---|---|
- Significant contracts for construction and purchase of machinery and equipment entered by the consolidated company for the expansion of new plant and equipment and the outstanding amounts are as follows:
| Total contract price JPY USD RMB |
March 31, 2023 $ 642,000 33,140 705,826 |
December 31, 2022 642,000 56,278 1,047,957 |
March 31, 2022 642,000 23,750 753,542 |
|---|---|---|---|
~ 40 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
| Unpaid contract price JPY USD RMB (II) Commitment: |
March 31, 2023 $ 57,780 13,778 342,530 |
December 31, 2022 57,780 19,650 500,444 |
March 31, 2022 417,300 10,013 340,583 |
|---|---|---|---|
Elite Electronic Material (Kunshan) Co., Ltd (Mainland China), a subsidiary of the consolidated company, formally signed a relocation compensation agreement with the Kunshan Municipal People’s Government. According to the local government’s planned land use demand, the consolidated company is required to relocate the land use rights, buildings and other ancillary equipment on Youbi Road, Zhoushi Town, Kunshan City and compensation will be allocated to the consolidated company in stages according to the progress of the contract, with a total compensation amount of RMB 195,000 thousand. As of March 31, 2023, the land use rights, buildings and ancillary equipment of Zhoushi Town Youbi Road have not been disposed of. According to the contract, the advance payment amounted to RMB 72,040 thousand (NTD 319,208 thousand), and the remaining compensation will be collected when the construction of the new plant is completed and the land is handed over. The consolidated company is expected to complete the construction by June 30, 2023 and relocate in 2024. It is expected that the relocation will be completed, and the plant will be demolished by the end of 2024.
X. Losses due to major disasters
The Company suffered a major fire accident on January 15, 2023, which caused damage to some of the buildings, equipment, construction in progress, other assets and inventories. The Company has derecognized the damaged buildings, equipment and construction in progress amounted for NT$248,367 thousand, other assets amounted for NT$18,070 thousand, inventory amounted for NT$271,522 thousand and a total disaster loss of NT$537,959 thousand, listed as non-operating income and expenses-other gains and losses. Please refer to Note 6 (20) for details. Among them, the disaster claim is the best estimate based on the evidence available as of the reporting date, but the actual claim amount is subject to follow-up negotiations, and there may still be liabilities that cannot be estimated and have not yet been recognized.
The Company has purchased relevant property insurance, and is currently negotiating with the insurance company to process the claims. The Company has confirmed with the insurance company and its notary that it will almost certainly receive compensation from the insurance
~ 41 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
company as claims receivable, and the amount recognized shall not exceed the disaster loss of each asset. As of March 31, 2023, the Company has recognized the claims receivable of NTD 537,959 thousand, and listed as non-operating income and expenses-other gains and losses. Please refer to Note 6 (20) for details. However, insurance claims involve disaster appraisal, and the Company is still unable to fully confirm the full amount of insurance claims and subsequent incremental insurance claim receipts will not be recognized until the Company is almost certain to receive it.
XI. Major subsequent events: None.
XII. Other
- (I) Employee benefits, depreciation, depletion, and amortization expense are summarized by function as follows:
| function as follows: | ||||||
|---|---|---|---|---|---|---|
| Function Classification |
January 2023 to March 2023 | January 2022 to March 2022 | ||||
| Operating costs |
Operating expenses |
Total | Operating costs |
Operating expenses |
Total | |
| Employee benefits expenses Salary expenses Labor and national health insurance expenses Pension expenses Other employee benefit expenses Depreciation expense Amortization expense |
461,610 27,572 36,999 32,779 235,676 271 |
229,241 11,268 10,624 15,533 28,240 11,142 |
690,851 38,840 47,623 48,312 263,916 11,413 |
464,148 27,876 41,784 34,367 164,982 175 |
270,313 10,241 10,787 15,202 20,512 9,083 |
734,461 38,117 52,571 49,569 185,494 9,258 |
XIII. Notes to disclosures
-
(I) Information on significant transactions
-
From January 1 to March 31, 2023, the consolidated company should re-disclose the relevant information of significant transactions in accordance with the provisions of the Regulations Governing the Preparation of Financial Reports by Securities Issuers as follows:
-
Lending funds to others:
(Expressed in Thousands of New Taiwan Dollars)
~ 42 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
==> picture [500 x 147] intentionally omitted <==
----- Start of picture text -----
No. providing loans Name of the company to others transactions Party to classification Account Related party Maximum balance of the period balance Ending Amount actually drawn Interest range rate (Note 2) Type ofloans transaction Amount of borrowers prepared Purposes of the Allowancefor bad debts Name Value Collateral loans to a Limit on business single the amount Limit on of loans
1 Elite Electronic Elite Electronic Other Y 3,049,270 3,039,666 1,595,160 2.00% 2 - Operations - - - 4,610,452 4,610,452
Material Material receivables - (Note 3) (Note 3)
(Kunshan) Co., (Huangshi) Co., related parties
Ltd (Mainland Ltd (Mainland
China) China)
1 Elite Electronic Elite Electronic Other Y 1,471,092 1,471,092 - 2.00% 2 - Operations - - 4,610,452 4,610,452
Material Material receivables - (Note 3) (Note 3)
(Kunshan) Co., (Zhongshan) related parties
Ltd (Mainland Co., Ltd
China) (Mainland
China)
2 Elite Electronic Elite Electronic Other Y 1,955,800 926,079 310,170 2.00% 2 - Operations - - - 970,955 970,955
Material Material receivables - (Note 4) (Note 4)
(Zhongshan) (Huangshi) Co., related parties
Co., Ltd Ltd (Mainland
(Mainland China)
China)
----- End of picture text -----
Note 1: The number is filled in as follows:
-
Parent company is numbered 0.
-
Subsidiaries are numbered sequentially according to company name from Arabic numeral 1.
Note 2: 1. Where an inter-company or inter-firm business transaction calls for a loan arrangement.
- Where a short-term financing facility is necessary.
Note 3: According to the Company’s Regulations Governing Loaning of Funds: the total amount of the loaning shall not exceed 30% of the borrowing company’s net worth, nor shall it exceed 30% of the Company’s net worth. The limit of loan to a single company shall not exceed 30% of the Company’s net worth.
- Note 4: According to the Company’s Regulations Governing Loaning of Funds: the total amount of loan shall not exceed 30% of the borrowing company’s net value, and the limit to a single company shall not exceed 30% of the Company’s net value.
Note 5: The consolidated company’s total loan of fund shall not exceed 100% of the Company’s net worth.
Note 6: The above-mentioned transactions related to the consolidated entities have been offset when the consolidated statements are prepared.
2. Providing endorsements or guarantees for others:
(Expressed in Thousands of New Taiwan Dollars)
| No. | Endorsement/ guarantee provider |
Guaranteed party | Guaranteed party | Limits on endorsement/ guarantee amount provided to each guaranteed party (Note 3) |
Maximum balance for the period |
Ending balance |
Amount actually drawn |
Amount of endorsement/ guarantee collateralized by properties |
Ratio of accumulated endorsement/ guarantee to net equity per latest financial statements |
Maximum endorsement/ guarantee amount allowable (Note 3) |
Guarantee provided by parent company |
Guarantee provided by a subsidiary |
Guarantee provided to subsidiaries in Mainland China |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company name | Nature of relationships (Note 2) |
||||||||||||
| 0 0 1 2 |
Elite Material Co., Ltd. 〞Elite Electronic Material (Kunshan) Co., Ltd (Mainland China) Elite Electronic Material (Zhongshan) Co., Ltd (Mainland China) |
EMD SPECIALTY MATERIALS, LLC Technica USA Elite Electronic Material (Huangshi) Co., Ltd (Mainland China) Elite Electronic Material (Huangshi) Co., Ltd (Mainland China) |
2 6 4 4 |
9,899,387 9,899,387 7,684,087 1,618,259 |
460,650 18,426 1,775,445 2,225,504 |
456,750 18,270 1,775,445 1,417,920 |
456,750 18,270 1,388,379 1,210,847 |
- - - - |
2.31% 0.09% 11.55% 43.81% |
19,798,773 19,798,773 15,368,174 3,236,517 |
Y |
Y Y |
Note 1: 0. refers to the Company.
Note 2: There are the following 7 types of relationship between the endorser and the subject of endorsement:
-
A company with which it does business.
-
A company in which the public company directly and indirectly holds more than 50% of the voting shares.
-
A company that directly and indirectly holds more than 50% of the voting shares in the public company.
-
A company in which the public company holds, directly or indirectly, 90% or more of the voting shares.
-
Where a public company fulfills its contractual obligations by providing mutual endorsements/ guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project.
-
Where all capital contributing shareholders make endorsements/ guarantees for their jointly invested company in proportion to their shareholding percentages
-
Where companies in the same industry provide among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other
Note 3: According to the Company’s Regulations Governing Making of Endorsements/ Guarantees:
- The total amount of the Company’s endorsement shall not exceed 100% of the Company’s most recent net value of the financial statements, and the limit of endorsement guarantees for a single business shall not exceed 50% of the Company’s most recent net value of the financial statements.
Note 4: The above-mentioned transactions related to the consolidated entities have been offset when the consolidated statements are prepared.
~ 43 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
- Holding of securities at the end of the period (excluding the portion held due to investment in a subsidiary or an associate, and the portion held due to an interest in a joint venture).
Unit: NTD in thousand/share
| Holding company | Marketable securities type and name |
Relationship to the issuer |
Classification | End of the period Quantity Carrying amount Ratio of shareholding Fair value |
End of the period Quantity Carrying amount Ratio of shareholding Fair value |
End of the period Quantity Carrying amount Ratio of shareholding Fair value |
End of the period Quantity Carrying amount Ratio of shareholding Fair value |
Remark |
|---|---|---|---|---|---|---|---|---|
| Carrying amount |
Ratio of shareholding |
Fair value | ||||||
| EMC OVERSEAS HOLDING INCORPORARTED EMC USA HOLDING INCORPORATED |
PROUD STAR INTERNATIIONA L LIMITED Technica USA (preferred stock) |
- Associate |
Financial assets at fair value through other comprehensive income - non-current " |
500,000 722,000 |
- - |
3.26% 87.76% |
- - |
-
Aggregate purchases or sales of the same securities reaching NT$300 million or 20% of paid-in capital or more: None.
-
Acquisition of property reaching NT$300 million or 20% of paid-in capital or more: None.
-
Disposal of property reaching NT$300 million or 20% of paid-in capital or more: None.
-
The purchase and sale of goods with related parties reaching NT$100 million or 20% of paid-in capital or more:
(Expressed in Thousands of New Taiwan Dollars)
| Company name | Related party | Nature of relationships |
Transaction details | Transaction details | Transaction details | Transaction details | Abnormal transaction | Abnormal transaction | Notes/ accounts payable or receivable |
Notes/ accounts payable or receivable |
Remark |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases/ sales |
Amount |
% to total | Payment terms |
Unit price |
Payment terms |
Ending balance |
% to total | ||||
| Elite Electronic Material (Kunshan) Co., Ltd (Mainland China) Elite Material Co., Ltd. Elite Electronic Material (Huangshi) Co., Ltd (Mainland China) Elite Electronic Material (Kunshan) Co., Ltd (Mainland China) Elite Electronic Material (Huangshi) Co., Ltd (Mainland China) |
Elite Material Co., Ltd. Elite Electronic Material (Kunshan) Co., Ltd (Mainland China) Elite Electronic Material (Kunshan) Co., Ltd (Mainland China) Elite Electronic Material (Huangshi) Co., Ltd (Mainland China) Elite Electronic Material (Zhongshan) Co., Ltd (Mainland China) |
Invested companies that adopt the equity method to evaluate the Company 〞Substantive related party relationship 〞〞 |
Sales Purchase Sales Purchase Sales |
(273,796) 273,796 (475,143) 475,143 (633,218) |
(8)% 20% (35)% 23% (46)% |
Depends on the financial position of the Company 〞〞〞〞 |
- - - - - |
330,698 (330,698) 543,684 (543,684) 341,520 |
8% (16)% 42% (20)% 26% |
~ 44 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
| Elite Electronic Material (Zhongshan) Co., Ltd (Mainland China) |
Elite Electronic Material (Huangshi) Co., Ltd (Mainland China) |
〞 |
Purchase | 633,218 | 46% |
〞 |
- | (341,520) | (27)% |
||
|---|---|---|---|---|---|---|---|---|---|---|---|
Note: The above-mentioned transactions related to the consolidated entities have been offset when the consolidated statements are prepared.
- Receivables from related parties reaching NT$100 million or 20% of paid-in capital
or more:
(Expressed in Thousands of New Taiwan Dollars)
| Company name | Related party | Nature of relationships |
Ending balance |
Turnover days (times) |
Overdue | Overdue | Amounts Received in subsequent period |
Allowance for bad debts |
|---|---|---|---|---|---|---|---|---|
| Amount | Action taken | |||||||
| Elite Material Co., Ltd. Elite Material Co., Ltd. (Note 2) Elite Electronic Material (Kunshan) Co., Ltd (Mainland China) Elite Electronic Material (Kunshan) Co., Ltd (Mainland China) (Note 2) Elite Electronic Material (Kunshan) Co., Ltd (Mainland China) Elite Electronic Material (Kunshan) Co., Ltd (Mainland China) (Note 2) Elite Electronic Material (Zhongshan) Co., Ltd (Mainland China) Elite Electronic Material (Zhongshan) Co., Ltd (Mainland China) (Note 2) Elite Electronic Material (Zhongshan) Co., Ltd (Mainland China) Elite Electronic Material (Zhongshan) Co., Ltd (Mainland China) (Note 2) Elite Electronic Material (Huangshi) Co., Ltd (Mainland China) |
Elite Electronic Material (Kunshan) Co., Ltd (Mainland China) 〞Elite Material Co., Ltd. 〞Elite Electronic Material (Huangshi) Co., Ltd (Mainland China) 〞Elite Material Co., Ltd. 〞Elite Electronic Material (Huangshi) Co., Ltd (Mainland China) 〞Elite Electronic Material (Kunshan) Co., Ltd (Mainland China) |
Investments accounted for using equity method 〞Invested companies that adopt the equity method to evaluate the Company 〞Substantive related party relationship 〞Invested companies that adopt the equity method to evaluate the Company 〞Substantive related party relationship 〞〞 |
116,806 31,549 330,698 241,364 23,290 1,625,588 85,628 186,535 4,106 310,187 543,684 |
3.65 Not applicable 5.48 Not applicable 3.81 Not applicable 6.60 Not applicable 2.46 Not applicable 3.72 |
- - - - - - - - - - - |
20,620 - 32,383 37,872 2,835 1,625,588 3,420 - 637 - 393,614 |
- - - - - - - - - - - |
~ 45 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
==> picture [437 x 51] intentionally omitted <==
----- Start of picture text -----
Elite Electronic Elite Electronic 〞 341,520 4.95 - 333,033 -
Material Material
(Huangshi) Co., (Zhongshan)
Ltd (Mainland Co., Ltd
China) (Mainland
China)
----- End of picture text -----
Note 1: The above-mentioned transactions related to the consolidated entities have been offset when the consolidated statements are prepared. Note 2: Other receivables- related parties
-
Trading in derivative instruments: None.
-
The business relationship between the parent and the subsidiaries and between each subsidiary, and the circumstances and amounts of any significant transactions between them:
==> picture [459 x 272] intentionally omitted <==
----- Start of picture text -----
Relationship Business transactions of the first quarter of 2023
No. Transaction to the
(Note 1) Related party counterparty counterparty Classification Amount Transaction terms % of total
(Note 2)
0 Elite Material Co., Ltd. Elite Electronic 1 Sales Revenue 96,066 Note 3 1.31%
Material
(Kunshan) Co.,
Ltd (Mainland
China)
1 Elite Electronic Material Elite Material Co., 2 Sales Revenue 273,796 Note 3 3.72%
(Kunshan) Co., Ltd Ltd.
(Mainland China)
1 Elite Electronic Material Elite Electronic 3 Other receivables 1,625,588 Note 4 3.52%
(Kunshan) Co., Ltd Material
(Mainland China) (Huangshi) Co.,
Ltd (Mainland
China)
2 Elite Electronic Material Elite Material Co., 2 Sales Revenue 79,278 Note 3 1.08%
(Zhongshan) Co., Ltd Ltd.
(Mainland China)
3 Elite Electronic Material Elite Electronic 3 Sales Revenue 475,143 Note 3 6.46%
(Huangshi) Co., Ltd Material
(Mainland China) (Kunshan) Co.,
Ltd (Mainland
China)
3 〞 〞 3 Accounts receivable 543,684 〞 1.18%
3 〞 Elite Electronic 3 Sales Revenue 633,218 〞 8.60%
Material
(Zhongshan) Co.,
Ltd (Mainland
China)
----- End of picture text -----
Note 1: The number is filled in as follows:
-
Parent company is numbered 0.
-
Subsidiaries are numbered sequentially according to company name from Arabic numeral 1.
-
Note 2: The types of relationships with counterparties are as follows:
-
Parent company to subsidiary
-
Subsidiary to parent company
-
Subsidiary to subsidiary
Note 3: The sale price is negotiated by the buyer and the seller, and the payment terms are determined by the financial status of the subsidiary. Note 4: There are no other transaction counterparty for comparison.
Note 5: The transaction amount below 1% of the combined total revenue or total assets will not be disclosed.
Note 6: The above-mentioned transactions related to the consolidated entities have been offset when the consolidated statements are prepared.
- (II) Information on investees (excluding investee companies in China):
The information on the investees of the consolidated company from January 1 to March
31, 2023 is as follows:
(Expressed in Thousands of New Taiwan Dollars)
~ 46 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
| **Investment company ** | Invested Company | Location | Business scope | Original investment amount |
Original investment amount |
Holding of investment at the end of the period |
Holding of investment at the end of the period |
Holding of investment at the end of the period |
Invested company’s profit and/or loss this term |
Profit and/or loss recognized this term (Note 7) |
Remark |
|---|---|---|---|---|---|---|---|---|---|---|---|
| End of the current period |
End of last year |
Quantity (share) |
Proportion | Carrying amount (Note 7) |
|||||||
| Elite Material Co., Ltd. 〞〞〞EMC OVERSEAS HOLDING INCORPORATED 〞Grand Zhuhai Incorporated 〞EMC INTERNATIONA L HOLDING INCORPORATED 〞EMC SPECIAL APPLICATION INCORPORATED EMC USA HOLDING INCORPORATED |
EMC OVERSEAS HOLDING INCORPORATED Grand Wuhan Incorporated EMC INTERNATIONAL HOLDING INCORPORATED Li Ceng Technology Co., Ltd. Grand Zhuhai Incorporated Li Ceng Technology Co., Ltd. Grand Shanghai Incorporated Grand Zhongshan Incorporated EMC SPECIAL APPLICATION INCORPORATED EMC USA HOLDING INCORPORATED EMD SPECIALTY MATERIALS,LLC Technica USA |
British Virgin Islands Cayman Islands 〞Taiwan Cayman Islands Taiwan British Virgin Islands 〞Cayman Islands 〞USA 〞 |
Investment Investment Investment Electrical appliances, telecommunications equipment, wholesale, retail, battery, power generation, and manufacturing of power distribution machinery Investment Electrical appliances, telecommunications equipment, wholesale, retail, battery, power generation, and manufacturing of power distribution machinery Investment Investment Investment Investment Production and sales of Copper Clad Laminate and Prepreg International Trade |
1,179,111 602,440 781,850 173,694 1,054,120 7,311 1,030,757 500,507 799,465 22,289 797,702 18,270 |
1,179,111 602,440 781,850 173,694 1,054,120 7,311 1,030,757 500,507 799,465 22,289 797,702 18,270 |
36,256,950 20,020,000 27,042,000 16,412,918 34,618,060 250,000 18,200,000 16,437,000 26,255,000 732,000 - 600,000 |
100.00% 100.00% 100.00% 33.50% 100.00% 1.53% 100.00% 100.00% 100.00% 100.00% 100.00% 30.00% |
18,663,329 916,561 708,952 - 18,627,559 - 11,505,816 7,120,288 707,817 22 706,670 - |
475,702 121,743 (38,589) - 475,376 - 328,474 146,902 (38,589) - (34,811) (5,635) |
475,702 121,743 (38,589) - 475,376 - 328,474 146,902 (38,589) - (34,811) - |
Subsidiary company 〞〞Note 6 Subsidiary of subsidiary company Note 6 Fellow subsidiary company 〞Subsidiary of subsidiary company 〞Fellow subsidiary company Note 4, 5 |
-
Note 1: The carrying amount is the investment balance recognized under the equity method, including investment gains and losses and accumulated exchange adjustments...etc.
-
Note 2: The financial statements reviewed by the CPA of the parent company in Taiwan are using the equity method.
-
Note 3: The above-mentioned transactions related to the consolidated entities have been offset when the consolidated statements are prepared. Note 4: Since other shareholders hold 70% of the shares, the Company only accounts for 30%, so the Company has no control over it.
-
Note 5: On October 27, 2021, the consolidated company approved the resolution of the Board of Directors to adjust the investment structure. The original investment of NTD 16,608 thousand, which was reinvested in Technica through EMC Holding LTD., was adjusted to be invested in Technica by USA Holding. The investment structure change was completed on January 10, 2022 by the Investment Review Committee.
-
Note 6: The investment value has been impaired and the loss was recognized in full where the book value was reduced to zero in 2005.
-
Note 7: The difference between the ending balance and the net equity value is due to the difference between the unrealized gross profit on sales and the amortization of equipment purchasing.
-
(III) Information of investment in Mainland China:
-
Information on reinvestment in Mainland China:
(Expressed in Thousands of New Taiwan Dollars)
~ 47 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
| Invested company in China |
Business scope |
Paid-in shares capital |
Investment method (Note 1) |
Accumulated outflow of investment from Taiwan as of January 1, 2023 |
Investment Flows | Investment Flows | Accumulated outflow of investment from Taiwan as of March 31, 2023 |
Invested company’s profit and/or loss this term |
The Company’s direct or indirect holding percentage |
Profit and/or loss recognized this term (Note 2) |
Carrying amount as of March 31, 2023 |
Accumulated inward remittance of earnings as of March 31, 2023 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
Outflow |
Inflow | |||||||||||
| Elite Electronic Material (Kunshan) Co., Ltd (Mainland China) Elite Electronic Material (Zhongshan) Co., Ltd (Mainland China) Elite Electronic Material (Huangshi) Co., Ltd (Mainland China) |
Production and sales of Copper Clad Laminate and Prepreg 〞〞 |
1,924,440 615,090 609,000 |
(2) (2) (2) |
650,816 440,613 601,858 |
- - - |
- - - |
650,816 440,613 601,858 |
328,344 146,818 121,554 |
100.00% 100.00% 100.00% |
328,344 146,818 121,554 |
15,368,174 3,236,517 900,088 |
9,786,464 5,140,555 - |
- Upper limit on reinvestment in Mainland China:
| Company name |
Accumulated investment in Mainland China as of March 31, 2023 |
Investment amounts authorized by investment commission, MOEA |
Upper limit on investment |
|---|---|---|---|
| The Company | 1,710,734 | 10,958,800 | 11,879,264 |
Note 1: There are three types of investment methods, and they indicated below:
-
Directly conduct investment in China.
-
Reinvest in China through a company in which the same have invested in a third jurisdiction.
-
Other methods.
-
Note 2: Financial statements reviewed by CPA of the parent company in Taiwan.
-
Note 3: The difference between the paid-in capital of Elite Electronic Material (Kunshan) Co., Ltd (Mainland China) and the remittance from Taiwan is the direct investment of USD 6,012 thousand by the overseas subsidiary, and capital increase through capitalization of retained earnings of USD 10,000 thousand and USD 35,000 thousand.
-
Note 4: The difference between the paid-in capital of Elite Electronic Material (Zhongshan) Co., Ltd (Mainland China) and the remittance from Taiwan is the capital increase through capitalization of retained earnings of USD 6,255 thousand.
-
Note 5: The difference between the paid-in capital and the remittance from Taiwan is the direct investment of USD 110 thousand by the overseas subsidiary.
-
Note 6: It is converted according to the exchange rate of 30.4500 (asset and liability) and 30.4188 (profit and loss) on March 31, 2023.
-
Note 7: The above-mentioned transactions related to the consolidated entities have been offset when the consolidated statements are prepared.
3. Significant transactions:
For the direct or indirect significant transactions between the consolidated company and the Chinese invested company from January 1 to March 31, 2023 (which have been offset when the consolidated report is prepared), please refer to “Information on Significant Transactions” for details.
(IV) Information of major shareholders:
| Shareholding Name of major shareholders: |
Shares held | Ratio of shareholding |
|---|---|---|
| Yuchang Investment Co., Ltd. | 25,471,477 | 7.65% |
| Cathay Life Insurance Co., Ltd. | 17,085,000 | 5.13% |
Note: (1) In this chart, major shareholders are defined as shareholders with more than 5% collective holding interest in common and preferred shares that have been delivered via book entry (including treasury stocks), as shown in the records of TDCC on the final business day of each quarter. Share capital, as shown in
~ 48 ~
Notes on ELITE MATERIAL CO., LTD. AND SUBSIDIARIES Consolidated Financial Statements (Cont.)
the financial statements, may differ from the number of shares that have been delivered via book entry due to differences in the preparation basis.
- (2) For shareholders who have placed shareholding under trust, the above information shall be provided based on trust accounts created by the trustee. In which case, these shareholders may be required under the Securities and Exchange Act to make regulatory reporting on insiders with more than 10% ownership interest, which include shares held in own name and shares placed under trust that the shareholder has control over. Refer to MOPS for information on the reporting of insider shareholding.
XIV. Department information
The information and adjustments of the operating departments of the consolidated company are as follows:
| Income: Income from external customers Income from each department Total income Segment gains and losses which shall be disclosed Income: Income from external customers Income from each department Total income Segment gains and losses which shall be disclosed |
January 2023 to March 2023 | January 2023 to March 2023 | January 2023 to March 2023 | |||
|---|---|---|---|---|---|---|
| Domestic department |
Foreign department Other departments Adjustment and write off 5,587,790 - - 1,523,472 - (1,772,242) 7,111,262 - (1,772,242) 655,566 1,471,021 (2,032,926) January 2022to March 2022 |
Total 7,359,127 - |
||||
| $ 1,771,337 248,770 |
||||||
$ 2,020,107 |
7,359,127 729,039 |
|||||
$ 635,378 |
||||||
| Domestic department |
Foreign department 7,952,073 1,355,915 9,307,988 1,513,984 |
Other departments - - |
Adjustment and write off - (1,587,069) (1,587,069) (5,049,792) |
Total 9,918,460 - |
||
| $ 1,966,387 231,154 |
||||||
$ 2,197,541 |
- | 9,918,460 1,668,467 |
||||
$ 1,439,560 |
3,764,715 |
~ 49 ~