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EPi Audit Report / Information 2022

Nov 10, 2022

52250_rns_2022-11-10_0f142605-b1d7-484f-97be-651448f59346.pdf

Audit Report / Information

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EPISIL-PRECISION INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS AND

INDEPENDENT AUDITORS’ REPORT YEARS ENDED DECEMBER 31, 2022 AND 2021

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

~1~

EPISIL-PRECISION INC.

Declaration of Consolidated Financial Statements of Affiliated Enterprises

For the year ended December 31, 2022, pursuant to “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises”, the entities that are required to be included in the consolidated financial statements of the affiliates, are the same as the entities required to be included in the consolidated financial statements of Episil-Precision Inc. and subsidiary in accordance with International Financial Reporting Standard No. 10. Additionally, if relevant information that should be disclosed in the consolidated financial statements of the affiliates has all been disclosed in the consolidated financial statements of Episil-Precision Inc. and subsidiary, it shall not be required to prepare separate consolidated financial statements of affiliates.

Hereby declare,

Episil-Precision Inc.

Representative: Xu, Jian-Hua

February 24, 2023

~2~

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

PWCR22000396

To the Board of Directors and Shareholders of Episil-Precision Inc.

Opinion

We have audited the accompanying consolidated balance sheets of Episil-Precision Inc. and its subsidiary (the “Group”) as at December 31, 2022 and 2021, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparations of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.

Basis for opinion

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

~3~

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Group’s 2022 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Group’s 2022 consolidated financial statements are stated as follows:

Inventory valuation

Description

Please refer to Note 4(12) for description of accounting policy on inventory valuation. Please refer to Note 5(2) for accounting estimates and assumption uncertainty in relation to inventory valuation. Please refer to Note 6(4) for description of inventory and allowance for inventory valuation losses. As of December 31, 2022, inventory and allowance for inventory valuation losses amounted to NT$1,006,054 thousand and NT$58,978 thousand, respectively.

The Group primarily engages in research and development, manufacture and sales of silicon epitaxy wafers and compound semiconductor epitaxial wafers. The industry is characterised by rapidly evolving technology and is easily affected by fluctuation in market price, there is a higher risk of incurring inventory valuation losses or having obsolete inventory. The Group’s inventories are measured at the lower of cost and net realisable value, and the calculation of the net realisable value used in individually obsolete inventories or inventories which are over a certain period involves subjective judgement. Since abovementioned inventories and allowance for inventory valuation losses are significant to the financial statements, we identified allowance for inventory valuation losses a key audit matter.

How our audit addressed the matter

For inventory valuation losses against inventories that are over a certain period or individually obsolete, we tailored the audit scope as follows:

  1. Obtained an understanding and assessed the reasonableness of Group’s policies and procedures related to the provision of allowance for inventory valuation losses and the identification of obsolete and slow-moving inventory.

~4~

  1. Verified whether the systematic logic used in the Group’s inventory aging report is appropriate and in accordance with the Group’s policies.

  2. Verified a sample of separately numbered inventory items against the clearance of those inventory items and respective historical data of discounts, and compared the sample to recorded allowance for inventory valuation losses to assess the reasonableness of allowance for inventory valuation losses.

Other matter – Parent company only financial reports

We have audited and expressed an unqualified opinion on the parent company only financial statements of Episil-Precision Inc. as at and for the years ended December 31, 2022 and 2021.

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

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

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

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

Auditors’ responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an

~5~

audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

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

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

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

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

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

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

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements.

~6~

We are responsible for the direction, supervision and performance of the Group s audit. We remain solely responsible for our audit opinion.

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

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

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

Hsieh, Chih-Cheng Lin, Yu-Kuan For and on behalf of PricewaterhouseCoopers, Taiwan February 24, 2023

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

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

~7~

EPISIL-PRECISION INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(2)
6(3)
6(3) and 7
7
6(4)
6(2) and 8
6(5)
6(6)
6(8)
6(9)
6(27)
7
December 31, 2022
AMOUNT
%
$
2,841,411
37
-
-
1,025,940
14
207,799
3
27,584
-
8,472
-
947,076
12
93,490
1
9,766
-
5,161,538
67
17
-
13,565
-
2,008,385
26
242,625
3
160,320
2
52,520
1
32,095
1
1,109
-
2,510,636
33
$
7,672,174
100
December 31, 2021 December 31, 2021
AMOUNT
$
2,841,411
-
1,025,940
207,799
27,584
8,472
947,076
93,490
9,766
5,161,538
17
13,565
2,008,385
242,625
160,320
52,520
32,095
1,109
2,510,636
$
7,672,174
AMOUNT
$
1,550,172
400,000
1,127,566
192,438
16,159
11,850
868,460
57,446
5,886
4,229,977
17
7,858
1,799,031
253,681
169,579
53,245
34,014
66,133
2,383,558
$
6,613,535
%
Current assets
1100
Cash and cash equivalents
1136
Current financial assets at amortised
cost
1170
Accounts receivable, net
1180
Accounts receivable due from related
parties, net
1200
Other receivables
1210
Other receivables due from related
parties
130X
Inventories
1410
Prepayments
1470
Other current assets
11XX
Total current assets
Non-current assets
1517
Non-current financial assets at fair
value through other comprehensive
income
1535
Non-current financial assets at
amortised cost
1600
Property, plant and equipment
1755
Right-of-use assets
1760
Investment property - net
1780
Intangible assets
1840
Deferred income tax assets
1920
Refundable guarantee deposits
15XX
Total non-current assets
1XXX
Total assets
24
6
17
3
-
-
13
1
-
64
-
-
27
4
3
1
-
1
36
100

(Continued)

~8~

EPISIL-PRECISION INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity December 31, 2022
December 31, 2021
Notes
AMOUNT
%
AMOUNT
%
6(10)
$
178,624
2 $
446,283
7
6(20)
42,574
1
38,395
1
6(11)
419,139
5
483,114
7
7
1,885
-
1,616
-
6(12)
621,779
8
350,315
5
7
36,083
1
38,181
1
120,663
2
96,188
1
9,532
-
9,894
-
6(13)
-
-
46,878
1
22,430
-
19,991
-
1,452,709
19
1,530,855
23
6(20)
77,065
1
95,298
1
6(13)
484,170
6
-
-
6(27)
36,148
1
36,549
1
242,962
3
251,452
4
6(14)
67,338
1
81,012
1
8,095
-
8,290
-
915,778
12
472,601
7
2,368,487
31
2,003,456
30
6(16)
2,885,394
38
2,843,767
43
6(17)
1,614,778
21
1,313,939
20
6(18)
101,319
1
63,445
1
910
-
-
-
702,441
9
389,838
6
6(19)
(
1,155 )
- (
910)
-
5,303,687
69
4,610,079
70
9
$
7,672,174
100 $
6,613,535
100
December 31, 2021 December 31, 2021
%
Current liabilities
2100
Short-term borrowings
2130
Current contract liabilities
2170
Accounts payable
2180
Accounts payable to related parties
2200
Other payables
2220
Other payables to related parties
2230
Current income tax liabilities
2280
Current lease liabilities
2320
Long-term liabilities, current portion
2399
Other current liabilities, others
21XX
Total current liabilities
Non-current liabilities
2527
Non-current contract liabilities
2530
Bonds payable
2570
Deferred income tax liabilities
2580
Non-current lease liabilities
2640
Net defined benefit liability, non-
current
2645
Guarantee deposits received
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity attributable to owners of
parent
Share capital
3110
Share capital - common stock
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity interest
3400
Other equity interest
3XXX
Total equity
Significant commitments and
contingencies
3X2X
Total liabilities and equity
7
1
7
-
5
1
1
-
1
-
23
1
-
1
4
1
-
7
30
43
20
1
-
6
-
70
100

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

~9~

EPISIL-PRECISION INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2022 AND 2021

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

Items Year ended December 31
2022
2021
Notes
AMOUNT
%
AMOUNT
%
6(20) and 7
$
5,899,587
100
$
5,043,332
100
6(4) and 7
(
4,797,706 )(
81) (
4,316,899) (
86)
1,101,881
19
726,433
14
6(25)(26) and 7
(
61,365 ) (
1) (
54,408) (
1)
(
185,626 ) (
3) (
139,392) (
3)
(
70,091 )(
1) (
68,520) (
1)
(
317,082 )(
5) (
262,320) (
5)
784,799
14
464,113
9
6(21)
14,058
-
4,956
-
6(22)
44,138
1
45,513
1
6(23)
32,893
- (
21,249) (
1)
6(24)
(
21,223 )
- (
12,664)
-
69,866
1
16,556
-
854,665
15
480,669
9
6(27)
(
173,394 )(
3) (
100,139) (
2)
$
681,271
12
$
380,530
7
6(14)
$
11,368
- ($
1,792)
-
6(19)
(
245 )
- (
1,358)
-
$
11,123
- ($
3,150)
-
$
692,394
12
$
377,380
7
$
681,271
12
$
380,530
7
$
692,394
12
$
377,380
7
6(28)
$
2.38
$
1.35
6(28)
$
2.36
$
1.35
4000
Operating revenue
5000
Operating costs
5900
Gross profit from operation
Operating expenses
6100
Selling and marketing expenses
6200
General and administrative
expenses
6300
Research and development
expenses
6000
Total operating expenses
6900
Operating profit
Non-operating income and
expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7000
Total non-operating income
and expenses
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the year
Other comprehensive income, net
8311
Gains (losses) on
remeasurements of defined
benefit plans
Items may be subsequently
reclassified to profit or loss
8361
Exchange differences on
translation of foreign operations
8300
Other comprehensive income
(loss), net
8500
Total comprehensive income for
the year
Profit attributable to:
8610
Owners of the parent
Comprehensive income attributable
to:
8710
Owners of the parent
Basic earnings per share
9750
Basic earnings per share (in
dollars)
Diluted earnings per share
9850
Diluted earnings per share (in
dollars)

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

~10~

EPISIL-PRECISION INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

Equity attributable to owners of the parent

2021
Balance at January 1, 2021
Profit for the year
Other comprehensive loss
Total comprehensive income (loss)
Appropriation of 2020 earnings
Legal reserve
Cash dividends
Conversion of corporate bonds
Balance at December 31, 2021
2022
Balance at January 1, 2022
Profit for the year
Other comprehensive income (loss)
Total comprehensive income (loss)
Appropriation of 2021 earnings
Legal reserve
Special reserve
Cash dividends
Conversion of corporate bonds
Issuance of corporate bonds
Corporate bonds not converted after the due date
Cash capital increase
Compensation cost for cash capital increase
retained for employees
Balance at December 31, 2022
Notes Share capital -
common stock
Capital Reserves Capital Reserves Capital Reserves Retained Earnings Retained Earnings Retained Earnings Retained Earnings Financial
statements
translation
differences of
foreign
operations
Total Equity
Additional paid-
in capital
Warrants Restricted
stocks
Others Legal reserve Special reserve Unappropriated
retained
earnings
6(19)
6(18)
6(13)(16)(17)
6(19)
6(13)(16)(17)
6(13)
6(15)
6(16)
6(15)






$ 2,796,356
-
-
-
-
-
47,411
$ 2,843,767
$ 2,843,767
-
-
-
-
-
-
8,627
-
-
33,000
-
$ 2,885,394
$ 1,078,295
-
-
-
-
-
222,220
$ 1,300,515
$ 1,300,515
-
-
-
-
-
-
40,591
-
-
235,737
5,000
$ 1,581,843
$
14,721
-
-
-
-
-
(
12,461 )
$
2,260
$
2,260
-
-
-
-
-
-
(
2,246 )
21,757
(
14 )
-
-
$
21,757



$
670
-
-
-
-
-
-
$
670
$
670
-
-
-
-
-
-
-
-
-
-
-
$
670



$
10,494
-
-
-
-
-
-
$
10,494
$
10,494
-
-
-
-
-
-
-
-
14
-
-
$
10,508



$
62,093
-
-
-
1,352
-
-
$
63,445
$
63,445
-
-
-
37,874
-
-
-
-
-
-
-
$ 101,319



$
-
-
-
-
-
-
-
$
-
$
-
-
-
-
-
910
-
-
-
-
-
-
$
910
$
82,462
380,530
(
1,792 )
378,738
(
1,352 )
(
70,010 )
-
$ 389,838
$ 389,838
681,271
11,368
692,639
(
37,874 )
(
910 )
(
341,252 )
-
-
-
-
-
$ 702,441
$
448
-
(
1,358 )
(
1,358 )

-

-
-
($
910 )
($
910 )
-
(
245 )
(
245 )

-

-

-
-
-
-
-
-
($
1,155 )
$ 4,045,539
380,530
(
3,150 )

377,380
-
(
70,010 )
257,170
$ 4,610,079
$ 4,610,079
681,271

11,123

692,394
-
-
(
341,252 )
46,972
21,757
-
268,737
5,000
$ 5,303,687

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

~11~

EPISIL-PRECISION INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile (profit) loss
Depreciation expense

Amortisation expense

Finance costs

Interest income

Dividend income
Share-based payments

Changes in operating assets and liabilities
Changes in operating assets
Notes receivable
Accounts receivable
Accounts receivable due from related parties
Other receivables
Other receivables due from related parties
Inventories
Prepayments
Other current assets
Changes in operating liabilities
Contract liabilities
Accounts payable
Accounts payable to related parties
Other payables
Other payables to related parties
Other current liabilities
Net defined benefit liability
Cash inflow generated from operations
Interest received
Dividends received
Interest paid
Income taxes (paid) received
Net cash flows from operating activities
Year ended December 31
Notes
2022
2021
$
854,665 $
480,669
6(5)(6)(8)(25)
452,954
466,502
6(9)(25)
3,857
3,518
6(24)
21,223
12,664
6(21)
(
14,058 ) (
5,116 )
(
1 ) (
1 )
6(15)
5,000
-
-
1,733
101,626 (
256,598 )

(
15,361 ) (
79,289 )
(
11,484 ) (
3,530 )
3,378
792
(
78,616 ) (
72,917 )
(
36,044 )
9,293
(
3,880 )
364
(
14,054 ) (
50,868 )
(
63,975 )
52,946
269 (
243 )
104,810
104,118
(
2,098 )
1,976
2,439
1,169
(
2,306 ) (
15,317 )
1,308,344
651,865
14,117
5,116
1
1
(
14,678 ) (
9,093 )
(
147,402 )
44,573
1,160,382
692,462

(Continued)

~12~

EPISIL-PRECISION INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial asset at amortized cost
Disposal of financial assets measured at amortised
cost
Acquisition of property, plant and equipment

Acquisition of intangible assets

Decrease in refundable guarantee deposits
Increase in other current financial assets
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings

Decrease in short-term borrowings

Proceeds from issuance of corporate bonds

Redemption of corporate bonds

Decrease in guarantee deposits received

Payments of lease liabilities

Cash capital increase

Cash dividends paid

Net cash flows from financing activities
Effect of exchange rate changes
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year
Year ended December 31
Notes
2022
2021
($
275,983 ) ($
400,000 )
670,276
-
6(29)
(
475,557 ) (
174,842 )
6(9)
(
2,847 ) (
1,667 )
65,025
83
- (
97 )

(
19,086 ) (
576,523 )
6(30)
1,411,939
1,770,233
6(30)
(
1,679,598 ) (
1,624,017 )
6(30)
500,763
-
6(30)
(
300 )
-
6(30)
(
195 )
-
6(30)
(
9,907 ) (
9,699 )
6(16)
268,737
-
6(18)
(
341,252 ) (
70,010 )
150,187
66,507
(
244 ) (
1,358 )
1,291,239
181,088
6(1)
1,550,172
1,369,084
6(1)
$
2,841,411 $
1,550,172

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

~13~

EPISIL-PRECISION INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

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

1. History and Organisation

Episil-Precision Inc. (the “Company”) was incorporated as a company limited by shares on October 15, 1998 and was approved by the regulatory authority on November 9, 1998. The primary business activities have been started since December 1999.

The Company merged with Episil Semiconductor Wafer, Inc. on January 11, 2016 in accordance with the Business Mergers and Acquisitions Act and other related regulations. The Company issued new shares to Episil Semiconductor Wafer, Inc. as consideration for assuming all rights and obligations of Episil Semiconductor Wafer, Inc. The conversion ratio for this merger was one common share of Episil Semiconductor Wafer, Inc. converting to 1.867876 common shares of the Company, totalling 149,523,473 shares, and the Company was the surviving company. This merger was a reverse takeover under comprehensive assessment. Therefore, the consolidated financial statements were issued under the name of the Company, which was an extension of the subject of Episil Semiconductor Wafer, Inc.

The Company and its subsidiary (collectively referred herein as the “Group”) are primarily engaged in development, manufacture and sales of silicon epitaxy wafers and compound semiconductor epitaxial wafers.

Episil Technologies Inc. (former name: Episil Holding Inc.) holds 57.86% of the Company’s outstanding shares. Episil Technologies Inc. is the Company’s ultimate parent company.

  1. The Date of and Procedures for Authorisation for Issuance of the Financial Statements

These consolidated financial statements were authorised for issuance by the Board of Directors on February 24, 2023.

~14~

  1. Application of New Standards, Amendments and Interpretations

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

New standards, interpretations and amendments endorsed by FSC and became effective from 2022 are as follows:

andards (“IFRS”) that came into effect as endorsed by the Financial
FSC”)
New standards, interpretations and amendments endorsed by FSC
are as follows:
Supervisory Commission
and became effective from 20
New Standards,Interpretations and Amendments Effective date by
International
Accounting
Standards Board(“IASB”)
Amendments to IFRS 3, ‘Reference to the conceptual framework’
Amendments to IAS 16, ‘Property, plant and equipment:
proceeds before intended use’
Amendments to IAS 37, ‘Onerous contracts—
cost of fulfilling a contract’
Annual improvements to IFRS Standards 2018–2020
January 1, 2022
January 1, 2022
January 1, 2022
January 1, 2022

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

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

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

follows:
New Standards,Interpretations and Amendments Effective date by
IASB
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’
January 1, 2023
January 1, 2023
January 1, 2023

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

~15~

(3) IFRSs issued by IASB but not yet endorsed by the FSC

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

endorsed by the FSC are as follows:
New Standards,Interpretations and Amendments Effective date by
IASB
Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets
between an investor and its associate or joint venture’
Amendments to IFRS 16, ‘Lease liability in a sale and leaseback’
IFRS 17, ‘Insurance contracts’
Amendments to IFRS 17, 'Insurance contracts'
Amendment to IFRS 17, 'Initial application of IFRS 17 and IFRS 9 –
comparative information'
Amendments to IAS 1, ‘Classification of liabilities as current or non-
current’
Amendments to IAS 1, ‘Non-current liabilities with covenants’
To be determined by
IASB
January 1, 2024
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2024
January 1, 2024

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

4. Summary of Significant Accounting Policies

The principal accounting policies applied in the preparation of these consolidated financial statements

are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

(1) Compliance statement

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

(2) Basis of preparation

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

  • (a) Financial assets at fair value through other comprehensive income.

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

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

~16~

(3) Basis of consolidation

  • A. Basis for preparation of consolidated financial statements:

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

  • (b) Inter-company transactions, balances and unrealised gain or loses on transactions between companies within the Group are eliminated.

  • B. Subsidiary included in the consolidated financial statements:

Name of
investor
Episil-Precision Inc.
Name of
Main business
subsidiary
activities
PRECISION SILICON
JAPAN CO., LTD.
Sales of silicon epitaxial
wafer
December31,2022
December31,2021
100%
100%
Ownership (%)
December31,2022
December31,2021
100%
100%
Ownership (%)
December31,2022
100% 100%
  • C. Subsidiaries not included in the consolidated financial statements: None.

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

  • E. Significant restrictions: None.

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

  • (4) Foreign currency translation

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

  • A. Foreign currency transactions and balances

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

~17~

  - (b) Monetary assets and liabilities denominated in foreign currencies at the period end are retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognised in profit or loss.

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

  - (d) All foreign exchange gains and losses are presented in the statement of comprehensive income within “Other gains and losses”.
  • B. Translation of foreign operations

    • (a) The operating results and financial position of all the group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

      • i. Assets and liabilities for each balance sheet presented are translated at the exchange rates prevailing at the balance sheet date;

      • ii. Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and

      • iii. All resulting exchange differences are recognised in other comprehensive income.

    • (b)When the foreign operation partially disposed of or sold is a subsidiary, cumulative exchange differences that were recorded in other comprehensive income are proportionately transferred to the non-controlling interest in this foreign operation. In addition, even when the Group retains partial interest in the former foreign subsidiary after losing control, such transaction should be accounted for as disposal of all interest in the foreign operation.

  • (5) Classification of current and non-current items

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

    • (a) Assets that are expected to be realised, or are intended to be sold or consumed within the normal operating cycle;

    • (b) Assets held mainly for trading purposes;

    • (c) Assets that are expected to be realised within twelve months from the balance sheet date;

    • (d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to settle liabilities more than twelve months after the balance sheet date.

~18~

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

    • (a) Liabilities that are expected to be settled within the normal operating cycle;

    • (b) Assets held mainly for trading purposes;

    • (c) Liabilities that are to be settled within twelve months from the balance sheet date;

    • (d) Liabilities for which the repayment date cannot be deferred unconditionally for at least twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

  • (6) Cash equivalents

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

  • (7) Financial assets at fair value through other comprehensive income

  • A. Financial assets at fair value through other comprehensive income comprise equity securities which are not held for trading, and for which the Group has made an irrevocable election at initial recognition to recognise changes in fair value in other comprehensive income and debt instruments which meet all of the following criteria:

    • (a) The objective of the Group’s business model is achieved both by collecting contractual cash flows and selling financial assets; and

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

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

  • C. At initial recognition, the Group measures the financial assets at fair value plus transaction costs. The Group subsequently measures the financial assets at fair value:

    • (a) The changes in fair value of equity investments that were recognised in other comprehensive income are reclassified to retained earnings and are not reclassified to profit or loss following the derecognition of the investment. Dividends are recognised as income when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably.

    • (b) Except for the recognition of impairment loss, interest income and gain or loss on foreign exchange which are recognised in profit or loss, the changes in fair value of debt instruments are taken through other comprehensive income. When the financial asset is derecognised, the cumulative gain or loss previously recognised in other comprehensive income is reclassified from equity to profit or loss.

~19~

(8) Accounts and notes receivable

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

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

  • (9) Impairment of financial assets

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

  • (10) Derecognition of financial assets

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

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

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

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

  • (11) Leasing arrangements (lessor) operating leases

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

  • (12) Inventories

  • Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted-average method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads. It excludes borrowing costs. The item by item approach is used in applying the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and applicable variable selling expenses.

  • (13) Property, plant and equipment

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

~20~

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

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

  • D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting policies, changes in accounting estimates and errors’, from the date of the change. The estimated useful lives of property, plant and equipment are as follows:

Buildings and structures 3 ~ 61 years

Machinery and equipment 3 ~ 16 years

Other equipment 2 ~ 11 years

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

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

  • B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Lease payments are comprised of fixed payments, less any lease incentives receivable.

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

~21~

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

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

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

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

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

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

(15) Investment property

An investment property is stated initially at its cost and measured subsequently using the cost model. Except for land, investment property is depreciated on a straight-line basis over its estimated useful life of 40 ~ 51 years.

  • (16) Intangible assets

  • A. Computer software

Computer software is stated at cost and amortised on a straight-line basis over its estimated useful life of 2 ~ 5 years.

  • B. Goodwill

Goodwill arises in a business combination accounted for by applying the acquisition method.

  • C. Other intangible assets

Separately acquired intangible assets with a finite useful life are stated at cost, net of accumulated amortisation and accumulated impairment. Intangible assets acquired in a business combination are recognised at fair value at acquisition date and are amortised on a straight-line basis over their estimated useful lives of 2 ~ 5 years.

  • (17) Impairment of non-financial assets

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

~22~

  • B. The recoverable amounts of goodwill, intangible assets with an indefinite useful life and intangible assets that have not yet been available for use are evaluated periodically. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. Impairment loss of goodwill previously recognised in profit or loss shall not be reversed in the following years.

  • C. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash-generating units, or groups of cash-generating units, that is/are expected to benefit from the synergies of the business combination.

  • (18) Borrowings

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

  • (19) Accounts and notes payable

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

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

  • (20) Convertible corporate bonds

  • Convertible corporate bonds issued by the Group contain conversion options (that is, the bondholders have the right to convert the bonds into the Company’s common shares by exchanging a fixed amount of cash for a fixed number of common shares). The Group classifies the bonds payable and derivative features embedded in convertible corporate bonds on initial recognition as a financial asset, a financial liability or an equity in accordance with the substance of the contractual arrangement.

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

  • B. The embedded conversion options which meet the definition of equity are initially recognised in “Capital surplus—warrants” at the residual amount of total issue price less the amount of bonds payable as stated above. Conversion options are not subsequently remeasured.

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

~23~

  • D. When bondholders exercise conversion options, the liability component of the bonds (including bonds payable) shall be remeasured on the conversion date. The book value of common shares issued due to the conversion shall be based on the adjusted book value of the abovementioned liability component plus the book value of capital surplus - warrants.

  • (21) Derecognition of financial liabilities

Financial liability is derecognised when the obligation under the liability specified in the contract is discharged, cancelled or expires.

(22) Employee benefits

  • A. Short-term employee benefits

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid and are recognised as expenses in the period in which the employees render service.

  • B. Pensions

  • (a) Defined contribution plan

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

  • (b) Defined benefit plan

  • i. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services in current period or prior periods. The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability; when there is no deep market in high-quality corporate bonds, the Group uses interest rates of government bonds (at the balance sheet date) instead.

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

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

~24~

C. Termination benefits

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

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

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

(24) Income taxes

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

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

~25~

  • C. Deferred tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated balance sheet. However, the deferred tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted at the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

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

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

(25) Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or stock options are shown in equity as a deduction, net of tax, from the proceeds.

(26) Dividends

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

  • (27) Revenue recognition

  • A. The Group manufactures and sells silicon epitaxy wafers and compound semiconductor epitaxial wafers. Revenue is measured at the fair value of the consideration received or receivable for the sale of goods to external customers in the ordinary course of the Group’s activities. Sales are recognised when control of the products has transferred, being when the products are delivered to the customer, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, or the Group has objective evidence that all criteria for acceptance have been satisfied.

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

~26~

time value of money.

  • C. A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.

(28) Operating segments

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Group’s chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the general manager.

  1. Critical Accounting Judgements, Estimates and Key Sources of Assumption Uncertainty

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

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

None.

(2) Critical accounting estimates and assumptions

Inventory valuation

As inventories are stated at the lower of cost and net realisable value, the Group must determine the net realisable value of inventories on balance sheet date using judgements and estimates. Due to the rapid technology innovation, the Group evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realisable value. Therefore, there might be material changes to the inventory valuation in the future.

As of December 31, 2022, the carrying amount of inventories was $947,076.

6. Details of Significant Accounts

(1) Cash and cash equivalents

Cash on hand and revolving funds
Checking accounts and demand deposits
Time deposits
Bonds sold under repurchase agreements
December31,2022 December31,2021
422
$ 287,133
1,896,356
657,500
2,841,411
$
394
$ 578,381
683,897
287,500
1,550,172
$
  • A. The Group transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

  • B. Time deposits with maturity between three months and a year held by the Company were classified

~27~

as current financial assets at amortised cost.

  • C. The Company’s cash and cash equivalents pledged to others as collateral for customs guarantee were classified as non-current financial assets at amortised cost. Refer to Note 8.

  • (2) Financial assets at amortised cost

Items
Current items:
Time deposits-maturing in over three months
Non-current items:
Pledged time deposits
December31,2022
-
$ 13,565
13,565
$
December31,2021
400,000
$ 7,858
407,858
$
  • A. As at December 31, 2022 and 2021, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the financial assets at amortised cost held by the Group was $13,565 and $407,858, respectively.

  • B. The counterparties of the Group’s investments have good credit risk.

(3) Notes and accounts receivable

Notes and accounts receivable
Accounts receivable
Accounts receivable due from related parties
Less: Loss allowance
December 31,2022 December 31,2021
1,026,092
$ 207,799
152)
(
1,233,739
$
1,127,718
$ 192,438
152)
(
1,320,004
$
  • A. The ageing analysis of accounts receivable is as follows:
The ageing analysis of accounts receivable is as follows:
Not past due
Up to 30 days
31 to 90 days
Accounts receivable
(Including related
parties)
1,110,105
$ 102,834
20,952
1,233,891
$ December31,2022
Accounts receivable
(Including related
parties)
December31,2021
1,128,477
$ 138,959
52,720
1,320,156
$

The above ageing analysis was based on past due date.

  • B. As of December 31, 2022 and 2021, accounts and notes receivable (including due from related parties) were all from contracts with customers. As of January 1, 2021, the balance of receivables from contracts with customers amounted to $985,850.

  • C. As of December 31, 2022 and 2021, collaterals held by the Group as security for accounts receivable both amounted to $5,000.

  • D. As of December 31, 2022 and 2021, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the Group’s accounts receivable was $1,233,739 and $1,320,004, respectively.

~28~

  • E. Information relating to credit risk of accounts receivable and notes receivable is provided in Note 12(2).

(4) Inventories

12(2).
Inventories
Raw materials
Supplies
Work in progress
Finished goods
Raw materials
Supplies
Work in progress
Finished goods
December31,2022
Cost
554,341
$ 302,737
80,050
68,926
1,006,054
$
Allowance for
valuation loss
30,224)
($ 23,312)
(
3,678)
(
1,764)
(
58,978)
($ December31,2021
Bookvalue
524,117
$ 279,425
76,372
67,162
947,076
$
Cost
490,324
$ 279,944
81,804
74,475
926,547
$
Bookvalue
458,043
$ 257,896
80,841
71,680
868,460
$

The cost of inventories recognised as expense for the year:

Cost of goods sold
Inventory valuation loss (reversal of
loss)
Inventory scrapped
Year ended December
31,2022
Year ended December
31,2021
4,795,139
$ 891
1,676
4,797,706
$
4,331,281
$ 30,074)
(
15,692
4,316,899
$

For the year ended December 31, 2021, the Group reversed from a previous inventory write-down which was accounted for as reduction of cost of goods sold because of the sale of certain inventories which were previously provided with allowance.

~29~

(5) Property, plant and equipment

Construction in process Construction in process Construction in process
Buildings Machinery Other and equipment
and structures and equipment equipment to beinspected Total
At January 1, 2022
Cost $ 2,084,553
$ 3,919,301
$ 69,469
$ 128,127
$ 6,201,450
Accumulated depreciation
and impairment ( 1,325,785)
( 3,017,606)
( 59,028)
- ( 4,402,419)
$ 758,768 $ 901,695 $ 10,441 $ 128,127 $ 1,799,031
2022
At January 1 $ 758,768
$ 901,695
$ 10,441
$ 128,127
$ 1,799,031
Additions 173,077 195,553 4,264 268,329 641,223
Reclassifications 48,299 81,918 1,888 ( 128,127)
3,978
Depreciation expense ( 92,458)
( 337,839)
( 5,550)
- ( 435,847)
At December 31 $ 887,686 $ 841,327 $ 11,043 $ 268,329 $ 2,008,385
At December 31, 2022
Cost $ 2,301,420
$ 4,190,767
$ 71,335
$ 268,329
$ 6,831,851
Accumulated depreciation
and impairment ( 1,413,734)
( 3,349,440)
( 60,292)
- ( 4,823,466)
$ 887,686 $ 841,327 $ 11,043 $ 268,329 $ 2,008,385
Construction in process
Buildings Machinery Other and equipment
and structures and equipment equipment to beinspected Total
At January 1, 2021
Cost $ 2,054,484
$ 3,899,029
$ 63,190
$ 20,375
$ 6,037,078
Accumulated depreciation
and impairment ( 1,245,888)
( 2,676,261)
( 55,623)
- ( 3,977,772)
$ 808,596 $ 1,222,768 $ 7,567 $ 20,375 $ 2,059,306
2021
At January 1 $ 808,596
$ 1,222,768
$ 7,567
$ 20,375
$ 2,059,306
Additions 31,685 22,694 6,586 128,127 189,092
Reclassifications 2,800 17,575 - ( 20,375)
-
Depreciation expense ( 84,313)
( 361,342)
( 3,712)
- ( 449,367)
At December 31 $ 758,768 $ 901,695 $ 10,441 $ 128,127 $ 1,799,031
At December 31, 2021
Cost $ 2,084,553
$ 3,919,301
$ 69,469
$ 128,127
$ 6,201,450
Accumulated depreciation
and impairment ( 1,325,785)
( 3,017,606)
( 59,028)
- ( 4,402,419)
$ 758,768 $ 901,695 $ 10,441 $ 128,127 $ 1,799,031
  • A. The Group has no interest capitalisation for the years ended December 31, 2022 and 2021.

  • B. As of December 31, 2022 and 2021, there was no property, plant and equipment pledged to others as collateral.

(6) Lease transactions lessee

  • A. The Group leases various assets, including land, buildings and structures and machinery and equipment. Lease agreements are typically made for periods of 3 to 50 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose covenants, but leased assets may not be used as security for borrowing purposes.

~30~

  • B. Short-term leases with a lease term of 12 months or less comprise other equipment.

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

Land
Buildings and structures
Machinery and equipment
Land
Buildings and structures
Machinery and equipment
December 31,2022 December 31,2021
Book value Book value
2022 2021
Depreciation expense Depreciation expense
$ 8,122
3,543
446
12,111
$
8,087
$ 3,553
446
12,086
$
  • D. For the years ended December 31, 2022 and 2021, the additions to right-of-use assets were $1,070 and $0, respectively.

  • E. For the years ended December 31, 2022 and 2021, the decrease to right-of-use assets were $15 and $0, respectively.

  • F. Information on profit or loss in relation to lease agreements is as follows:

Items affecting profit or loss
Interest expense on lease liabilities
Expense on short-term lease agreements
Year ended December
31,2022
Year ended December
31,2021
$ 5,858
1,369
$ 6,029
6,942
  • G. For the years ended December 31, 2022 and 2021, the Group’s total cash outflow for leases were $17,134 and $22,670, respectively.

  • H. Extension and termination options

    • In determining the lease term, the Group takes into consideration all facts and circumstances that create an economic incentive to exercise an extension option. The assessment of lease period is reviewed if a significant event occurs which affects the assessment.
  • (7) Leasing arrangements – lessor

  • A. The Group leases various assets, including buildings and structures. Lease agreements are typically made for periods of 1 to 20 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. To protect the lessor’s ownership rights on the leased assets, leased assets may not be used as security for borrowing purposes, or a residual value guarantee was required from leasees.

  • B. For the years ended December 31, 2022 and 2021, the Group recognised rental revenue in the

~31~

amounts of $42,703 and $43,774, respectively, based on the operating lease agreements, which do not include variable lease payments.

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

2022
2023
2024
2025
2026
2027
After 2028
December 31,2022
$ -
40,960
40,865
40,541
31,527
8,739
78,649
241,281
$
December 31,2021
42,181
$ 41,511
41,415
41,092
32,078
9,289
83,605
291,171
$

(8) Investment property

nvestment property
2026
31,527
2027
8,739
After 2028
78,649
241,281
$
32,078
9,289
83,605
291,171
$
At January 1
Cost

Accumulated depreciation and impairment

At January 1

Depreciation expense

Transfer

At December 31
At December 31
Cost

Accumulated depreciation and impairment
2022
Buildings and Structures
$ 211,322
41,743)
(
169,579
$ $ 169,579
4,996)
(
4,263)
(
160,320
$ $ 206,227
45,907)
(
160,320
$

~32~

2021

2021 2021
Buildings and Structures
At January 1
Cost $ 211,322
Accumulated depreciation and impairment ( 36,694)
$ 174,628
At January 1 $ 174,628
Depreciation expense ( 5,049)
At December 31 $ 169,579
At December 31
Cost $ 211,322
Accumulated depreciation and impairment ( 41,743)
$ 169,579
  • A. Rental revenue from investment property and direct operating expenses arising from investment property are shown below:
roperty are shown below:
Rental revenue from investment
property
Direct operating expenses arising from
the investment property that generated
rental revenue during the year
Year ended December
31,2022
Year ended December
31,2021
41,607
$ 9,363
$
42,656
$ 9,799
$
  • B. The fair value of the investment property held by the Group as at December 31, 2022 and 2021 was $213,458 and $221,272, respectively. Valuations were made using the income approach which is categorised within Level 3 in the fair value hierarchy. Key assumptions are as follows:
Discount rate
Annual rent (net income)
Duration
December31,2022 December31,2021
11.01%
$36,267
10 years
11.21%
$37,896
10 years
  • C. The Group has no interest capitalisation for the years ended December 31, 2022 and 2021.

  • D. The significant components of investment property include buildings and renovation, which are depreciated over 51 years and 46 years, respectively.

  • E. As at December 31, 2022 and 2021, the Group has no investment property pledged to others as collateral.

~33~

(9) Intangible assets

Intangible assets
A. Details of amortisation on intangible assets are as follows:
Computer
software
Goodwill
Others
Total
At January 1
Cost
2,653
$ 48,369
$ 39,104
$ 90,126
$ Accumulated amortisation and
impairment
2,653)
(
-
34,228)
(
36,881)
(
-
$ 48,369
$ 4,876
$ 53,245
$ At January 1
-
$ 48,369
$ 4,876
$ 53,245
$ Additions
2,680
-
167
2,847
Transfer
285
-
-
285
Amortisation expense
348)
(
-
3,509)
(
3,857)
(
At December 31
2,617
$ 48,369
$ 1,534
$ 52,520
$ At December 31
Cost
5,618
$ 48,369
$ 39,270
$ 93,257
$ Accumulated amortisation and
impairment
3,001)
(
-
37,736)
(
40,737)
(
2,617
$ 48,369
$ 1,534
$ 52,520
$ 2022
Computer
software
Goodwill
Others
Total
At January 1
Cost
2,653
$ 48,369
$ 37,437
$ 88,459
$ Accumulated amortisation and
impairment
2,653)
(
-
30,710)
(
33,363)
(
-
$ 48,369
$ 6,727
$ 55,096
$ At January 1
-
$ 48,369
$ 6,727
$ 55,096
$ Additions
-
-
1,667
1,667
Amortisation expense
-
-
3,518)
(
3,518)
(
At December 31
-
$ 48,369
$ 4,876
$ 53,245
$ At December 31
Cost
2,653
$ 48,369
$ 39,104
$ 90,126
$ Accumulated amortisation and
impairment
2,653)
(
-
34,228)
(
36,881)
(
-
$ 48,369
$ 4,876
$ 53,245
$ 2021
Year ended December
31,2022
Year ended December
31,2021
Operating costs
3,857
$ 3,518
$
2022
Computer
software
2,653
$ 2,653)
(
-
$ -
$ 2,680
285
348)
(
2,617
$ 5,618
$ 3,001)
(
2,617
$
Goodwill
Others
Total
48,369
$ 39,104
$ 90,126
$ -
34,228)
(
36,881)
(
48,369
$ 4,876
$ 53,245
$ 48,369
$ 4,876
$ 53,245
$ -
167
2,847
-
-
285
-
3,509)
(
3,857)
(
48,369
$ 1,534
$ 52,520
$ 48,369
$ 39,270
$ 93,257
$ -
37,736)
(
40,737)
(
48,369
$ 1,534
$ 52,520
$ 2021
3,857
$
3,518
$

~34~

  • B. The Group has no interest capitalisation for the years ended December 31, 2022 and 2021.

  • C. As of December 31, 2022 and 2021, the Group has no intangible assets pledged to others as collateral.

(10) Short-term borrowings

collateral.
Short-term borrowings
Type ofborrowings
Bank borrowings
Unsecured borrowings
Type ofborrowings
Bank borrowings
Unsecured borrowings
December31,2022
178,624
$ December31,2021
446,283
$
Interestraterange
4.10% ~ 6.04%
Interestraterange
0.61% ~ 1.06%
Collateral
None
Collateral
None

For the years ended December 31, 2022 and 2021, interest expenses arising from short-term borrowings that were recognised in profit or loss amounted to $8,071 and $2,959, respectively.

(11) Accounts payable

Accounts payable
Other payables
Accounts payable
Estimated accounts payable
Payables for equipment
Accrued expenses-expendables
Accrued expenses-bonus
Employees' compensation and directors'
remuneration payable
Accrued expenses-others
December31,2022 December31,2021
387,080
$ 32,059
419,139
$ December31,2022
435,563
$ 47,551
483,114
$ December31,2021
199,347
$ 133,352
122,087
84,428
82,565
621,779
$
33,681
$ 119,114
81,286
59,374
56,860
350,315
$

(12) Other payables

(13) Bonds payable

Bonds payable

The Group’s third domestic unsecured convertible bonds

The Group’s fourth domestic unsecured convertible bonds

Less: Bonds payable converted Discount on bonds payable

Less: Current portion (shown as “Other

current liabilities”)

December31,2022 December31,2021
-
$ 500,000
500,000
-
15,830)
(
484,170
-
484,170
$
600,000
$ -
600,000
552,500)
(
622)
(
46,878
46,878)
(
-
$

~35~

  • A. The domestic unsecured convertible bonds issued by the Group

  • (a) The issuance terms of the Group’s third domestic unsecured convertible bonds are as follows:

  • i. The regulatory authority has approved the third domestic unsecured convertible corporate bonds issued by the Group. The bonds are with a total issuance amount of $600,000 and a coupon rate of 0%, covering a 3-year period of issuance and a circulation period from October 31, 2019 to October 31, 2022, and will be redeemed in cash at face value at the maturity date. The bonds were listed on the Taipei Exchange on October 31, 2019.

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

  • iii. The effective date for the conversion price of the convertible was set on October 23, 2019. The conversion price was set up based on multiplying a benchmark price which was the closing price of the Company’s common share calculated at simple arithmetic mean of $52.93 (in dollars) in 3 business days before the effective date (effective date is excluded) by convertible premium rate of 105.04% (round to the nearest tenth). If there is an ex-right or ex-dividend before the pricing effective date, the closing price adopted to calculate conversion price shall be imputed with ex-right or ex-dividend; if there is an ex-right or exdividend during the period that the conversion price was set up but prior to share issuance, the conversion price shall be adjusted based on the conversion price adjustment formula. The conversion price was NT$55.6 (in dollars) per share based on the aforementioned method.

  • iv. All convertible bonds repurchased, redeemed or converted by the Group from securities trading markets shall be retired, which are not allowed to resell or reissue, and conversion rights attached to the bonds are also extinguished.

  • (b) The issuance terms of the Company’s fourth domestic unsecured convertible bonds are as follows:

  • i. The regulatory authority has approved the fourth domestic unsecured convertible corporate bonds issued by the Company. The bonds are with a total issuance amount of $500,000 and a coupon rate of 0%, covering a 3-year period of issuance and a circulation period from March 29, 2022 to March 29, 2025, and will be redeemed in cash at face value at the maturity date. The bonds were listed on the Taipei Exchange on March 29, 2022.

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

~36~

  • iii. The effective date for the conversion price of the convertible was set on March 21, 2022. The conversion price was set up based on multiplying a benchmark price which was the closing price of the Company’s common share calculated at simple arithmetic mean in 1, 3 or 5 business day(s) before the effective date (effective date is excluded) by convertible premium rate of 109.22% (round to the nearest tenth). If there is an ex-right or ex-dividend before the pricing effective date, the closing price adopted to calculate conversion price shall be imputed with ex-right or ex-dividend; if there is an ex-right or ex-dividend during the period that the conversion price was set up but prior to share issuance, the conversion price shall be adjusted based on the conversion price adjustment formula. The conversion price was NT$128 (in dollars) per share based on the aforementioned method.

  • iv. All convertible bonds repurchased, redeemed or converted by the Company from securities trading markets shall be retired, which are not allowed to resell or reissue, and conversion rights attached to the bonds are also extinguished.

  • B. Regarding the issuance of convertible bonds, the equity conversion options were separated from the liability component and were recognised in “Capital surplus-warrants” in accordance with IAS 32. As of December 31, 2022 and 2021, the carrying amounts were $21,757 and $2,260, repectively.

  • C. As of December 31, 2022, the bonds totaling $599,700 (face value) had been converted into 10,838 thousand shares of common stock.

(14) Pensions

  • A. (a) The Group (excluding overseas subsidiary) has a defined benefit pension plan in accordance with the Labor Standards Act, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Labor Standards Act. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last month prior to retirement. The Group contributes monthly an amount equal to 2% of the employees’ monthly salaries and wages to the pension fund deposited with Bank of Taiwan, the trustee, under the name of the independent pension fund committee. Also, the Group would assess the balance in the aforementioned labor pension reserve account by December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, the Group (excluding overseas subsidiary) will make contributions for the deficit by next March.

~37~

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

Present value of defined benefit obligations
Fair value of plan assets
Net defined benefit liability
December31,2022 December31,2021
186,499
$ 119,161)
(
67,338
$
182,232
$ 101,220)
(
81,012
$

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

2022
At January 1
Current service cost
Interest expense (income)
Remeasurements:
Return on plan assets
(excluding amounts included
in interest income or expense)
Change in demographic assumptions
Change in financial assumptions
Experience adjustments
Change in employee transfers
Pension fund contribution
Paid pension
At December 31
Present value
of defined
benefit obligations
Fair value of
plan assets
Net defined
benefit liability
182,232
$ 153
1,170
183,555
-
200
13,865)
(
10,038
3,627)
(
12,822
-
6,251)
(
186,499
$
101,220)
($ -
607)
(
101,827)
(
7,741)
(
-
-
-
7,741)
(
-
15,844)
(
6,251
119,161)
($
81,012
$ 153
563
81,728
7,741)
(
200
13,865)
(
10,038
11,368)
(
12,822
15,844)
(
-
67,338
$

~38~

2021
At January 1
Current service cost
Interest expense (income)
Remeasurements:
Return on plan assets
(excluding amounts included
in interest income or expense)
Change in demographic assumptions
Change in financial assumptions
Experience adjustments
Pension fund contribution
Paid pension
At December 31
Present value
of defined
benefit obligations
Fair value of
plan assets
Net defined
benefit liability
185,996
$ 156
558
186,710
-
6,144
2,040)
(
948)
(
3,156
-
7,634)
(
182,232
$
91,459)
($ -
274)
(
91,733)
(
1,364)
(
-
-
-
1,364)
(
11,864)
(
3,741
101,220)
($
94,537
$ 156
284
94,977
1,364)
(
6,144
2,040)
(
948)
(
1,792
11,864)
(
3,893)
(
81,012
$

(d) The Bank of Taiwan was commissioned to manage the fund of the Group’s defined benefit pension plan in accordance with the fund’s annual investment and utilisation plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilisation of the Labor Retirement Fund” (Article 6: The scope of utilisation for the fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitisation products, etc.). With regard to the utilisation of the fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. If the earnings is less than aforementioned rates, government shall make payment for the deficit after being authorised by the Regulator. The Group has no right to participate in managing and operating that fund and therefore, the Company is unable to disclose the classification of plan assets fair value in accordance with IAS 19 paragraph 142. The composition of fair value of plan assets as of December 31, 2022 and 2021 is given in the Annual Labor Retirement Fund Utilisation Report announced by the government.

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

Discount rate
Future salary increases
Years ended December 31, Years ended December 31,
2022 2021
1.30%
3.25%
0.60%
3.25%

For the years ended December 31, 2022 and 2021, future mortality rate was estimated based on the 6th and 5th Taiwan Standard Ordinary Experience Mortality Table.

~39~

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

is affected. The analysis was as follows: as follows: as follows:
December 31, 2022
Effect on present value of
defined benefit obligations
December 31, 2021
Effect on present value of
defined benefit obligations
Discount rate Future salaryincreases
Increase0.25% Decrease0.25% Increase0.25% Decrease0.25%
4,562)
($ 4,976)
($
4,725
$ 5,166
$
4,182
$ 4,566
$
4,067)
($ 4,431)
($

The sensitivity analysis above is based on a change in one assumption while the other conditions remain unchanged. In practice, more than one assumption may change all at once. The method utilised in sensitivity analysis is the same as the method utilised in calculating net pension liability on the balance sheet.

The methods and types of assumptions used in preparing the sensitivity analysis were consistent with previous period.

  • (f) Expected contributions to the defined benefit pension plan of the Group for the year ending December 31, 2023 amount to $3,129.

  • (g) As of December 31, 2022, the weighted average duration of the retirement plan is 11 years.

  • B. (a) Effective July 1, 2005, the Group has established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Group contributes monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment.

  • (b) The pension costs under the defined contribution pension plan of the Group for the years ended December 31, 2022 and 2021 were $28,070 and $23,342, respectively.

  • (15) Share based payment

  • A. For the years ended December 31, 2022 and 2021, the Group’s share-based payment arrangements were as follows:

arrangements were as follows:
Type of arrangement Grant
date
Quantity
granted
Contract
period
Vesting
conditions
Cash capital increase retained for employees'
subscription
2022.04.27 495 NA Immediately
vested
  • B. The Group increased its capital by issuing 3.3 million common shares and reserved 15% of the shares issued this time, that is 495 thousand shares, for subscription by employees at $82 (in dollars) per share in accordance with the requirements of the Article 267 of the Company Act. The fair value of share-based payment amounting to $5,000 was assessed based on market approach, and was recognised as compensation cost.

~40~

  • C. Expenses incurred on share-based payment transactions are shown below:
Equity-settled Year ended December
31,2022
Year ended December
31,2021
5,000
$
-
$

(16) Share capital

  • A. As of December 31, 2022, the Group’s authorised capital was $5,000,000, consisting of 500,000 thousand shares of ordinary stock, and the paid-in capital was $2,885,394 with a par value of $10 (in dollars) per share. All proceeds from shares issued have been collected.

Movements in the number of the Company’s ordinary shares outstanding are as follows: (Unit: thousand shares)

thousand shares)
At January 1
Cash capital increase
Conversion of convertible bonds
At December 31
2022
284,376
3,300
863
288,539
2021
279,635
-
4,741
284,376
  • B. The Company’s Board of Directors resolved the capital increase by issuing 3.3 million new shares with a par value of NT$10 (in dollars) per share on February 14, 2022. The capital increase was approved by the regulatory authority on March 15, 2022. In addition, the Chairman was authorised to set the issuance price at NT$82 (in dollars) according to the relevant and market conditions. The total amount of the capital increase was $270,600 and the effective date was set on April 14, 2022. The capital increase had been registered on June 28, 2022.

(17) Capital surplus

Pursuant to the R.O.C. Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Act requires that the amount of capital surplus to be capitalised mentioned above should not exceed 10% of the paidin capital each year. However, capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.

(18) Retained earnings

  • A. Under the Company’s Articles of Incorporation, the current year’s earnings, if any, shall first be used to pay all taxes and offset prior years’ operating losses and then 10% of the remaining amount shall be set aside as legal reserve, and setting aside or reversal for special reserve in accordance with related laws, if any. The Board of Directors should propose the distribution of the remaining earnings as dividends or the reserve of the remaining earnings for the approval of the shareholders. A company may, by a resolution adopted by a majority vote at a meeting of Board of Directors attended by two-thirds of the total number of directors, have the dividends and bonus all or partially distributed in the form of cash; and in addition thereto a report of such distribution shall be

~41~

submitted to the shareholders during their meeting, which is not subject to the rules in relation to the resolution of shareholders’ meeting.

The Company’s dividend policy is summarised below: to take into consideration the business environment and growing stage of the Company and meet future capital requirements, long-term financial plan and fulfil shareholders’ requirement for cash flows. The current year's earnings, if any, shall be distributed in the form of cash dividends not lower than 30% of total cash and stock dividends to be distributed.

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

  • A company may, by a resolution adopted by a majority vote at a meeting of Board of Directors attended by two-thirds of the total number of directors, have the dividends and bonus all or partially distributed in the form of cash; and in addition thereto a report of such distribution shall be submitted to the shareholders during their meeting.

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

  • D. On February 14, 2022 and March 8, 2021, the shareholders resolved that total dividends for the distribution of earnings for the year of 2022 and 2021 was $ 341,252 and $70,010 at $1.2 (in dollars) and $0.25 (in dollars) per share, respectively.

  • E. On June 21, 2022, the Company recognised dividends distributed to owners amounting for the years ended December 31, 2021 as follows:

Legal reserve
Special reserve
Cash dividend
Total
Amount
Earnings per share (in
dollars)
37,874
$ 910
341,252
1.2
$ 380,036
$ 2021
Amount
Earnings per share (in
dollars)
37,874
$ 910
341,252
1.2
$ 380,036
$ 2021
Amount
37,874
$ 910
341,252
380,036
$
1.2
$
  • F. The Company proposed for the distribution of dividends for the year 2020 earnings on August 19, 2021.

~42~

  • G. On February 24, 2023, the Board of Directors proposed for the distribution of dividends of earnings for the year ended December 31, 2021 in the amount of $577,079 at $2 (in dollars) per share.

  • H. The number of the Company’s shares outstanding has changed because the Company increased capital by issuing new shares and certain creditors proposed to convert the third domestic unsecured convertible bonds. With the total amount of cash dividends distributed held constant, the Board of Directors resolved to adjust the distribution ratio of cash dividends as NT$1.18483932 (in dollars) per share on June 28, 2022.

  • I. The number of the Company’s shares outstanding has changed because certain creditors proposed to convert the third domestic unsecured convertible bonds. With the total amount of cash dividends distributed held constant, the Board of Directors resolved to adjust the distribution ratio of cash dividends as NT$0.24955765 (in dollars) per share on June 25, 2021.

(19) Other equity items

(19) Other equity items
(20) Operating revenue
At January 1
Currency translation differences:
–Group
At December 31
Revenue from contracts with customers
Year ended December 31
2022 2021
Financial statements
translation difference
of foreign operations
Financial statements
translation difference
of foreign operations
2022 2021
5,899,587
$
5,043,332
$
  • A. Disaggregation of revenue from contracts with customers

The Group derives revenue from the transfer of goods at a point in time in the following major product lines:

Year ended December 31,2022 Sales of silicon epitaxywafer Sales of silicon epitaxywafer Others Total
Revenue from external customer
contracts
Timing of revenue recognition
At a point in time
5,889,033
$ 5,889,033
$
10,554
$ 10,554
$
5,899,587
$ 5,899,587
$

~43~

Year ended December 31,2021 Sales of silicon epitaxywafer Sales of silicon epitaxywafer Others Total
Revenue from external customer
contracts
Timing of revenue recognition
At a point in time
5,008,833
$ 5,008,833
$
34,499
$ 34,499
$
5,043,332
$ 5,043,332
$

B. Contract liabilities

  • (a) The Group has recognised the following revenue-related contract liabilities:
Contract liability– advance
sales receipts
December31,2022 December31,2022 December31,2021 December31,2021 January1,2021
119,639
$
133,693
$
184,561
$
  • (b) Revenue recognised that was included in the contract liabilities balance at the beginning of the period
period
Revenue recognised that was included
in the contract liabilities balance at the
beginning of the period
Years ended December 31,
2022 2021
79,596
$
76,047
$

(21) Interest income

Interest income
Other income
Interest income from bank deposits
Rental revenue
Dividend income
Other income, others
Years ended December 31,
2022 2021
2022 2021
42,703
$ 1
1,434
44,138
$
43,774
$ 1
1,738
$45,513

(22) Other income

(23) Other gains and losses

Other gains and losses
Net currency exchange gain (loss)
Depreciation on investment property
Other losses
Years ended December 31,
2022 2021
46,768
$ 4,996)
(
8,879)
(
32,893
$
7,191)
($ 5,049)
(
9,009)
(
21,249)
($

~44~

(24) Finance costs

Finance costs
Interest expense:
Bank borrowings
Bonds payable
Lease liabilities
Others
Finance expenses
Years ended December 31,
2022 2021
8,071
$ 5,558
5,858
1,564
172
21,223
$
2,959
$ 3,492
6,029
91
93
12,664
$

(25) Expenses by nature

Expenses by nature
Employee benefit expenses
Employee benefit expense
Depreciation expenses on property, plant
and equipment
Amortisation expenses on intangible assets
Wages and salaries
Share-based payments
Labour and health insurance fees
Pension costs
Other personnel expenses
Years ended December 31,
2022 2021
2022 2021
786,552
$ 5,000
57,279
28,786
61,031
938,648
$
564,660
$ -
47,045
23,782
48,489
683,976
$

(26) Employee benefit expenses

  • A. According to the Articles of Incorporation of the Company, employees’ compensation and directors’ remuneration shall be calculated based on current year’s earnings, which should first be used to cover accumulated deficits, if any, and then, not less than 5% for employees’ compensation and not more than 2% for directors’ remuneration.

Employees’ compensation can be distributed by stock or dividends, including distributions to certain qualifying employees in affiliate companies.

  • B. For the years ended December 31, 2022 and 2021, employees’ compensation was accrued at $75,047 and $53,976, respectively; while directors’ remuneration was accrued at $9,381 and $5,398, respectively. The aforementioned amounts were recognised in salary expenses.

The employees’ compensation and directors’ remuneration were estimated and accrued based on 8%, 1%, 10% and 1% of earnings for the years ended December 31, 2022 and 2021, respectively.

~45~

Employees’ compensation of $53,976 and directors’ remuneration of $5,398 for the year ended December 31, 2021 as resolved by the Board of Directors were in agreement with those amounts recognised in the 2021 financial statements. Abovementioned employees’ compensation of 2021 will be distributed in the form of cash.

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

(27) Income taxes

A. Income tax benefit expenses

Components of income tax benefit expense:

Current tax:
Current tax on profits for the year
Prior year income tax underestimation
(overestimation)
Total current tax
Deferred tax:
Origination and reversal of temporary
differences
Total deferred tax
Income tax expense
Years ended December 31, Years ended December 31,
2022 2021
170,552
$ 1,324
171,876
1,518
1,518
173,394
$
98,449
$ 249)
(
98,200
1,939
1,939
100,139
$

B. Reconciliation between income tax expense and accounting profit

Tax calculated based on profit before tax
and statutory tax rate
Expenses disallowed by tax regulation
Change in assessment of realisation of
deferred tax assets
Prior year income tax underestimation
(overestimation)
Income tax expense
Years ended December 31, Years ended December 31,
2022 2021
171,735
$ 1,112
777)
(
1,324
173,394
$
96,358
$ 699
3,331
249)
(
100,139
$

~46~

C. Amounts of deferred tax assets or liabilities as a result of temporary differences are as follows:

Temporary differences:
Deferred income tax assets:
Unrealised loss on
inventory valuation loss
Pension liability
Others
Deferred income tax
liabilities:
Income on investments
accounted for using equity
method
Property, plant and
equipment - book-tax
difference
Investment property -
book-taxdifference
Intangible assets - book-tax
difference
2022
At January1 Recognised in
profit or loss
At December 31
11,618
$ 16,981
5,415
34,014
$ 1,748
19,631)
(
18,151)
(
515)
(
36,549)
(
2,535)
($
178
$ 5,299)
(
3,202
1,919)
($ 455)
(
413
443
-
401
1,518)
($
11,796
$ 11,682
8,617
32,095
$ 1,293
19,218)
(
17,708)
(
515)
(
36,148)
(
4,053)
($

~47~

Temporary differences:
Deferred income tax assets:
Unrealised loss on
inventory valuation loss
Pension liability
Others
Deferred income tax
liabilities:
Income on investments
accounted for using equity
method
Property, plant and
equipment - book-tax
difference
Investment property -
book-taxdifference
Intangible assets - book-tax
difference
2021
At January1 Recognised in
profit or loss
At December 31
17,632
$ 18,907
1,586
38,125
$ 2,017
21,215)
(
18,494)
(
1,029)
(
38,721)
(
596)
($
6,014)
($ 1,926)
(
3,829
4,111)
($ 269)
(
1,584
343
514
2,172
1,939)
($
11,618
$ 16,981
5,415
34,014
$ 1,748
19,631)
(
18,151)
(
515)
(
36,549)
(
2,535)
($

D. The Company’s income tax returns through 2020 have been assessed and approved by the Tax Authority.

~48~

(28) Earnings per share

Earnings per share
Basic earnings per share
Profit attributable to ordinary
shareholders of the parent
Diluted earnings per share
Profit attributable to ordinary
shareholders of the parent
Assumed conversion of all dilutive
potential ordinary shares
Employees’ compensation
Convertible bonds
Profit attributable to ordinary
shareholders of the parent plus
assumed conversion of all
dilutive potential ordinary shares
Basic earnings per share
Profit attributable to ordinary
shareholders of the parent
Diluted earnings per share
Profit attributable to ordinary
shareholders of the parent
Assumed conversion of all dilutive
potential ordinary shares
Employees’ compensation
Profit attributable to ordinary
shareholders of the parent plus
assumed conversion of all
dilutive potential ordinary shares
YearendedDecember31,2022
Weighted average
number of ordinary
shares outstanding
Earnings per share
Amount after tax
(share in thousands)
(in dollars)
681,271
$ 286,615
2.38
$ 681,271
286,615
-
1,125
4,447
3,426
685,718
$ 291,166
2.36
$ Year ended December31,2021
Weighted average
number of ordinary
shares outstanding
Amount aftertax
(shareinthousands)
380,530
$ 281,253
380,530
281,253
-
414
380,530
$ 281,667
Earnings per share
(indollars)
1.35
$ 1.35
$

For the year ended December 31, 2021, the Company’s convertible bonds had anti-dilutive effect, thus, it was not included in the calculation of diluted earnings per share.

~49~

(29) Supplemental cash flow information

A. Investing activities with partial cash payments:

Acquisition of property, plant and equipment
Add: Opening balance of payable on
equipment
Less: Ending balance of payable on
equipment
Cash paid during the year
Years ended December 31, Years ended December 31,
2022 2021
641,223
$ 33,681
199,347)
(
475,557
$
189,092
$ 19,431
33,681)
(
174,842
$

B. Financing activities with no cash flow effects:

Changes in liabilities from financing activities
Convertible bonds being converted to
capital stocks
$ Short-term
borrowings
Lease
liabilities
At January 1
446,283
$ 261,346
$ Changes in cash flow from
financing activities
267,659)
(
9,907)
(
Interest paid
-
5,858)
(
Interest expense
-
5,858
Conversion option exercised
-
-
Changes in other non-cash
items
-
1,055
At December 31
178,624
$ 252,494
$ Short-term
borrowings
Lease
liabilities

At January 1
300,067
$ 271,045
$ Changes in cash flow from
financing activities
146,216
9,699)
(
Interest paid
-
6,029)
(
Interest expense
-
6,029
Conversion option exercised
-
-
At December 31
446,283
$ 261,346
$
Changes in liabilities from financing activities
Convertible bonds being converted to
capital stocks
$ Short-term
borrowings
Lease
liabilities
At January 1
446,283
$ 261,346
$ Changes in cash flow from
financing activities
267,659)
(
9,907)
(
Interest paid
-
5,858)
(
Interest expense
-
5,858
Conversion option exercised
-
-
Changes in other non-cash
items
-
1,055
At December 31
178,624
$ 252,494
$ Short-term
borrowings
Lease
liabilities

At January 1
300,067
$ 271,045
$ Changes in cash flow from
financing activities
146,216
9,699)
(
Interest paid
-
6,029)
(
Interest expense
-
6,029
Conversion option exercised
-
-
At December 31
446,283
$ 261,346
$
Changes in liabilities from financing activities
Convertible bonds being converted to
capital stocks
$ Short-term
borrowings
Lease
liabilities
At January 1
446,283
$ 261,346
$ Changes in cash flow from
financing activities
267,659)
(
9,907)
(
Interest paid
-
5,858)
(
Interest expense
-
5,858
Conversion option exercised
-
-
Changes in other non-cash
items
-
1,055
At December 31
178,624
$ 252,494
$ Short-term
borrowings
Lease
liabilities

At January 1
300,067
$ 271,045
$ Changes in cash flow from
financing activities
146,216
9,699)
(
Interest paid
-
6,029)
(
Interest expense
-
6,029
Conversion option exercised
-
-
At December 31
446,283
$ 261,346
$
2022
2021
46,972
$257,170
Years ended December 31,
Guarantee
deposits
received
Bonds
payable
Liabilities
from financing
activities
8,290
$ 46,878
$ 762,797
$ 195)
(
500,463
222,702
-
-
5,858)
(
-
5,558
11,416
-
46,972)
(
46,972)
(
-
21,757)
(
20,702)
(
8,095
$ 484,170
$ 923,383
$ 2022
2021
2022
2021
46,972
$257,170
Years ended December 31,
Guarantee
deposits
received
Bonds
payable
Liabilities
from financing
activities
8,290
$ 46,878
$ 762,797
$ 195)
(
500,463
222,702
-
-
5,858)
(
-
5,558
11,416
-
46,972)
(
46,972)
(
-
21,757)
(
20,702)
(
8,095
$ 484,170
$ 923,383
$ 2022
2021
2022
2021
46,972
$257,170
Years ended December 31,
Guarantee
deposits
received
Bonds
payable
Liabilities
from financing
activities
8,290
$ 46,878
$ 762,797
$ 195)
(
500,463
222,702
-
-
5,858)
(
-
5,558
11,416
-
46,972)
(
46,972)
(
-
21,757)
(
20,702)
(
8,095
$ 484,170
$ 923,383
$ 2022
2021
2022
2021
46,972
$257,170
Years ended December 31,
Guarantee
deposits
received
Bonds
payable
Liabilities
from financing
activities
8,290
$ 46,878
$ 762,797
$ 195)
(
500,463
222,702
-
-
5,858)
(
-
5,558
11,416
-
46,972)
(
46,972)
(
-
21,757)
(
20,702)
(
8,095
$ 484,170
$ 923,383
$ 2022
2021
2022
2021
46,972
$257,170
Years ended December 31,
Guarantee
deposits
received
Bonds
payable
Liabilities
from financing
activities
8,290
$ 46,878
$ 762,797
$ 195)
(
500,463
222,702
-
-
5,858)
(
-
5,558
11,416
-
46,972)
(
46,972)
(
-
21,757)
(
20,702)
(
8,095
$ 484,170
$ 923,383
$ 2022
2021
2022
2021
46,972
$257,170
Years ended December 31,
Guarantee
deposits
received
Bonds
payable
Liabilities
from financing
activities
8,290
$ 46,878
$ 762,797
$ 195)
(
500,463
222,702
-
-
5,858)
(
-
5,558
11,416
-
46,972)
(
46,972)
(
-
21,757)
(
20,702)
(
8,095
$ 484,170
$ 923,383
$ 2022
2021
2022
2021
46,972
$257,170
Years ended December 31,
Guarantee
deposits
received
Bonds
payable
Liabilities
from financing
activities
8,290
$ 46,878
$ 762,797
$ 195)
(
500,463
222,702
-
-
5,858)
(
-
5,558
11,416
-
46,972)
(
46,972)
(
-
21,757)
(
20,702)
(
8,095
$ 484,170
$ 923,383
$ 2022
2021
2022
$ 46,972
2022
$
2022

At January 1
Changes in cash flow from
financing activities
Interest paid
Interest expense
Conversion option exercised
Changes in other non-cash
items
At December 31

At January 1
Changes in cash flow from
financing activities
Interest paid
Interest expense
Conversion option exercised
At December 31
Short-term
borrowings
446,283
$ 267,659)
(
-
-
-
-
178,624
$
Lease
liabilities
261,346
$ 9,907)
(
5,858)
(
5,858
-
1,055
252,494
$
Guarantee
deposits
received
Bonds
payable
46,878
$ 500,463
-

5,558
46,972)
(

21,757)
(

484,170
$
8,290
$ 195)
(
-
-
-
-
8,095
$ 2021
Short-term
borrowings
300,067
$ 146,216

-

-
-
446,283
$
Lease
liabilities

271,045
$ 9,699)
(
6,029)
(
6,029
-
261,346
$
Guarantee
deposits
received
Bonds
payable
Liabilities
from financing
activities
8,290
$ -
-
-
-
8,290
$
$ (
$
300,556

-
-
3,492
257,170)

46,878
879,958
$ 136,517
6,029)
(
9,521
257,170)
(
762,797
$
$

(30) Changes in liabilities from financing activities

~50~

7. Related Party Transactions

(1) Parent and ultimate controlling party

The Company’s ultimate parent company is Episil Technologies Inc. (former name: Episil Holding Inc. ) holds 57.86% of the Company’s outstanding shares.

(2) Names of related parties and relationship

Names of relatedparties Relationshipwith the Company
Episil Technologies Inc. (Note)
Episil Technologies Inc. (Shanghai)
Hermes-Epitek Corp.
Taiwan Hi-Tech Corp.
The parent company
The parent company's indirect wholly-owned subsidiary
The parent company’s director is the Hermes-Epitek
Corp.'s director
Investee of the parent company accounted for using
equity method

Note : Episil Holding Inc. (former name) merged with its subsidiary, Episil Technologies Inc. Afterthe merger, Episil Holding Inc. was the surviving company while Episil Technologies Inc. was the dissolved company. The merger effective date was set on September 1, 2021. Meanwhile, Episil Holding Inc. was renamed to Episil Technologies Inc.

(3) Significant related party transactions

A. Operating revenue

gnificant related party transactions
Operating revenue
Sales of goods:
-Episil Technologies Inc.
-Affiliate companies
-Other related parties
Years ended December 31,
2022 2021
688,579
$ -
1,286
689,865
$
181,594
$ 297,702
2,461
481,757
$

The price and terms on sales are available to third parties and the credit term is 30 to 90 days after monthly billings.

~51~

B. Purchases

Purchases
Purchases of goods:
-Episil Technologies Inc.
-Affiliate companies
-Other related parties
Purchases of services:
-Episil Technologies Inc.
-Affiliate companies
Years ended December 31,
2022 2021
9,044
$ -
1,059
13,469
-
23,572
$
2,280
$ 7,982
-
71,050
1,189
82,501
$

The price and terms on purchase are available to third parties and the payment term is 30 to 90 days after monthly billings.

  • C. Receivables from related parties
days after monthly billings.
Receivables from related parties
Accounts receivable:
-Episil Technologies Inc.
-Affiliate companies
Other receivables:
-Episil Technologies Inc.
December31,2022
207,799
$ -
207,799
8,472
$ 216,271
$
December31,2021
191,860
$ 578
192,438
11,850
$
204,288
$

The receivables from related parties arise mainly from sales of goods transactions. The receivables are due 3 months after the date of sale.

  • D. Payables to related parties
are due 3 months after the date of sale.
Payables to related parties
Accounts payable:
-Episil Technologies Inc.
-Affiliate companies
Other payables:
-Episil Technologies Inc.
-Other related parties
December31,2022
811
$ 1,074
1,885
5,037
$ 31,046
36,083
37,968
$
December31,2021
1,616
$ -
1,616
15,729
$ 22,452
38,181
39,797
$

The payables to related parties arise mainly from purchase of services, and the payment terms are made under mutual agreement.

Other payables mainly refer to payables for service fees and processing fees.

~52~

E. Refundable guarantee deposits

Refundable guarantee deposits
Refundable guarantee deposits:
-Other related parties
December31,2022
-
$
December31,2021
65,000
$

F. Lease transactions

  • (a) For the years ended December 31, 2022 and 2021, rental revenue arising from leasing certain buildings and structures to affiliate companies amounted to $9,113 and $9,663, respectively, which is collected monthly.

  • (b) For the years ended December 31, 2022 and 2021, rental expense due to leasing certain buildings and structures from affiliate companies amounted to $235 and $6,760, respectively, which is paid monthly.

G. Others (Shown as “Operating costs” and “Operating expenses”)

Testing fee:
-Other related parties
Years ended December 31, Years ended December 31,
2022 2021
135,316
$
119,271
$

(4) Key management personnel compensation

Key management personnel compensation
Salaries and other short-term employee benefits
Post-employment benefits
Years ended December 31,
2022 2021
24,892
$ 270
25,162
$
12,879
$ 216
13,095
$

8. Pledged Assets

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

Pledged asset Book value Purpose
December 31,2022
13,565
$
December 31,2021
Pledged time deposits (shown
as "Non-current financial
assets at amortised cost)
7,858
$
Customs deposits and
guarantee deposits for leases

9. Significant Contingent Liabilities and Unrecognised Contract Commitments

(1) Contingencies

None.

(2) Commitments

Capital expenditures contracted for at the balance sheet date but not yet incurred are as follows:

Property, plant and equipment December31,2022 December31,2021
109,060
$
342,084
$

~53~

10. Significant Disaster Loss

None.

11. Significant Events after the Reporting Period

The information regarding the appropriations of 2022 earnings is provide in Note 6(18).

12. Others

(1) Capital management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to meet the needs of plant expansion and equipment enhancement. The Group’s capital management is to ensure it has sufficient financial resources and operating plans to maintain or adjust capital structure and to meet operational capital for future needs, capital expenditure, research and development expenses, obligation repayment and dividend distribution within the next year.

(2) Financial instruments

A. Financial instruments by category

nancial instruments
Financial instruments by category
Financial assets
Financial assets at fair value through other
comprehensive income
Designation of equity instrument
Financial assets at amortised cost
Financial assets at amortised cost
Cash and cash equivalents
Accounts receivable
Accounts receivable due from related parties
Other receivables
Other receivables due from related parties
Refundable guarantee deposits
Financial liabilities
Financial liabilities at amortised cost
Short-term borrowings
Accounts payable
Accounts payable to related parties
Other payables
Other payables to related parties
Bonds payable (including current portion)
Guarantee deposits received
Lease liability
December31,2022 December31,2021
17
$ 13,565
$ 2,841,411
1,025,940
207,799
27,584
8,472
1,108
4,125,879
$ 178,624
$ 419,139
1,885
621,779
36,083
484,170
8,095
1,749,775
$ 252,494
$
17
$ 407,858
$ 1,550,172
1,127,566
192,438
16,159
11,850
66,133
3,372,176
$ 446,283
$ 483,114
1,616
350,315
38,181
46,878
8,290
1,374,677
$ 261,346
$

~54~

  • B. Policy of risk management

  • (a) The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial position and financial performance.

  • (b) Risk management is carried out by a central treasury department (Group treasury) under policies approved by the Board of Directors. Group treasury identifies, evaluates and hedges financial risks in close co-operation with the Group’s operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas and matters, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.

  • C. Significant financial risks and degrees of financial risks

  • (a) Market risk

Exchange rate risk

  • i. The Group operates internationally and is exposed to exchange rate risk arising from the transactions of the Company and its subsidiary using various functional currencies, primarily with respect to the USD and RMB. Foreign exchange rate risk arises from future commercial transactions and recognised assets and liabilities.

  • ii. Management has set up policies to require group companies to manage their foreign exchange risk against their functional currencies. The companies are required to hedge their entire foreign exchange risk exposure through coordination with the Group treasury. Exchange rate risk is measured through a forecast of highly probable USD and JPY expenditures. Borrowing liabilities denominated in foreign currencies that are adopted to minimise the volatility of the foreign exchange.

~55~

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

(Foreign currency: functional
currency)
Financial assets
Monetary items
USD:NTD
JPY:NTD
RMB:NTD
USD:JPY
Non-monetary items:None.
Financial liabilities
Monetary items
USD:NTD
JPY:NTD
RMB:NTD
Non-monetary items:None.
(Foreign currency: functional
currency)
Financial assets
Monetary items
USD:NTD
JPY:NTD
RMB:NTD
USD:JPY
Non-monetary items:None.
Financial liabilities
Monetary items
USD:NTD
JPY:NTD
RMB:NTD
USD:JYP
Non-monetary items:None.
December31,2022 December31,2022 December31,2022 Book value
(NTD)
Foreign currency
amount
(in thousands)
Exchange rate
1,144,658
$ 3,619
58,534
56,310
472,934
$ 9,766
74,127
Book value
(NTD)
829,260
$ 6,022
85,323
35,000
673,199
$ 18,899
109,640
1,312
Foreign currency
amount
(in thousands)
Exchange rate
29,948
$ 25,028
19,628
1,264
24,312
$ 78,548
25,222
47
27.690
0.2406
4.347
115.087
27.690
0.2406
4.347
115.087





iv. The total exchange gain (loss), including realised and unrealised, arising from significant

~56~

foreign exchange variations on the monetary items held by the Group for the years ended December 31, 2022 and 2021, amounted to $46,768 and ($7,191), respectively.

  • v. Analysis of foreign currency market risk arising from significant foreign exchange variations:
variations:
(Foreign currency: functional
currency)
Financial assets
Monetary items
USD:NTD
JPY:NTD
RMB:NTD
USD:JPY
Financial liabilities
Monetary items
USD:NTD
JPY:NTD
RMB:NTD
USD:JPY
(Foreign currency: functional
currency)
Financial assets
Monetary items
USD:NTD
JPY:NTD
RMB:NTD
USD:JPY
Financial liabilities
Monetary items
USD:NTD
JPY:NTD
RMB:NTD
USD:JPY
Year ended December31,2022
Sensitivity analysis Effect on other
comprehensive
income
Change in
exchange rate
Effect on profit
(loss)
Sensitivity analysis
Change in
exchange rate
Effect on profit
(loss)
1%
1%
1%
1%
1%
1%
1%
1%
8,293
$ 60
853
350
6,732)
($ 189)
(
1,096)
(
13)
(




~57~

Price risk

  • i. The Group’s investments in equity securities, which are exposed to price risk, are the held financial assets at fair value through other comprehensive income.

  • ii. The Group’s investments in equity securities comprise shares issued by a domestic company. The prices of equity securities would change due to the change of the future value of investee company. If the prices of these equity securities had increased /decreased by 10% with all other variables held constant, fair value adjustment would have increased/decreased both by $2, as a result of the price change on equity investment at fair value through other comprehensive income.

Cash flow and fair value interest rate risk

  • i. The Group’s main interest rate risk arises from short-term borrowings with floating rates, which expose the Group to cash flow interest rate risk. During 2022 and 2021 the Group’s borrowings at floating rates were mainly denominated in New Taiwan dollars, US dollars and Japanese yen.

  • ii. If the borrowing interest rate of New Taiwan dollars, US dollars or Japanese yen had increased/decreased by 0.25% with all other variables held constant, profit after tax for the years ended December 31, 2022 and 2021 would have decreased /increased by $447 and $1,116, respectively. Changes in interest expense mainly due from floating-rate borrowings.

  • (b) Credit risk

  • i. Credit risk refers to the risk of financial loss to the Group arising from default by the clients or counterparties of financial instruments on the contract obligations. The main factor is that counterparties could not repay in full the accounts receivable based on the agreed terms, and the contract cash flows of debt instruments stated at amortised cost.

  • ii.The Group manages their credit risk taking into consideration the entire group’s perspective. Only rated banks and financial institutes with an optimal rating are accepted. According to the Group’s credit policy, each local entity in the Group is responsible for managing and analysing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors. Individual credit limits are set based on internal or external ratings in accordance with limits set by the Board of Directors. The utilisation of credit limits is regularly monitored.

  • iii. The Group adopts the assumptions under IFRS 9, and the default occurs when the contract payments are past due over 90 days.

  • iv. The Group adopts following assumptions under IFRS 9 to assess whether there has been a significant increase in credit risk on that instrument since initial recognition:

  • (i) If the contract payments were past due over 30 days based on the terms, there has been

  • a significant increase in credit risk on that instrument since initial recognition.

~58~

  • (ii) For investments in bonds that are traded over the counter, if any external credit rating agency rates these bonds as investment grade, the credit risk of these financial assets is treated as low.

  • v. The following indicators are used to determine whether the credit impairment of debt instruments has occurred:

  • (i) It becomes probable that the issuer will enter into bankruptcy or other financial reorganisation due to financial difficulties;

  • (ii) The disappearance of an active market for that financial asset because of financial difficulties of the issuer ;

  • (iii) Default or delinquency in interest or principal repayments;

  • (iv) Adverse changes in national or regional economic conditions that are expected to cause a default.

  • vi. The Group categorised accounts receivable in accordance with credit risk and applies the modified approach using a provision matrix to estimate the expected credit loss.

  • vii. The Group wrote-off the financial assets, which cannot be reasonably expected to be recovered, after initiating recourse procedures. However, the Group will continue executing the recourse procedures to secure their rights.

  • viii. The Group used the forecastability to adjust historical and timely information to assess the default possibility of accounts receivable. On December 31, 2022 and 2021, the provision matrix is as follows:

December 31, 2022
Expected loss rate
Total book value
Loss allowance
December 31, 2021
Expected loss rate
Total book value
Loss allowance
Notpast due Up to 30
days past
due
31~90
days past
due
91~180 days
past due
Over 180
dayspast due
Individual Total
0.01%
1,054,418
$ -
$ 0.01%
1,001,526
$ -
$
0.01%
76,720
$ -
$ 0.01%
114,241
$ -
$
0.13%
148
$ -
$ 0.15%
52,720
$ -
$
0.77%
-
$ -
$ 0.88%
-
$ -
$
0.12%
-
$ -
$ 100%
-
$ -
$
0.12~5.26%
102,605
$ 152)
($ 0.12~6%
151,669
$ 152)
($
1,233,891
$ 152)
($ 1,320,156
$ 152)
($
  • ix. Movements in relation to the Group applying the modified approach to provide loss allowance for accounts receivable are as follows:
At January 1 / December 31 2022 2021
Accounts receivable Accounts receivable
152
$
152
$

~59~

(c) Liquidity risk

  • i. Cash flow forecasting is performed in the operating entities of the Group and aggregated by Group treasury. Group treasury monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn borrowing facilities at all times so that the Group does not breach borrowing limits or covenants on any of its borrowing facilities. Such forecasting takes into consideration the Group’s debt financing plans, covenant compliance, compliance with internal balance sheet ratio targets and, if applicable, external regulatory or legal requirements, for example, currency restrictions.

  • ii. Surplus cash held by the operating entities over and above balance required for working capital management are transferred to the Group treasury. Group treasury invests surplus cash in interest bearing current accounts, time deposits and marketable securities, choosing instruments with appropriate maturities or sufficient liquidity to provide sufficient headroom as determined by the above-mentioned forecasts. As at December 31, 2022 and 2021, the Group held money market position of $2,840,989 and $1,549,778, respectively, that are expected to readily generate cash inflows for managing liquidity risk.

  • iii. The Group has the following undrawn borrowing facilities:

Floating rate:
Expiring within one year
Fixed rate:
Expiring beyond one year
December31,2022 December31,2021
200,000
$ 1,423,438
1,623,438
$
177,988
$ 578,122
756,110
$
  • iv. The table below analyses the Group’s non-derivative financial liabilities and net-settled or gross-settled derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date for nonderivative financial liabilities and to the expected maturity date for derivative financial liabilities.

~60~

Non-derivative financial
liabilities
December 31, 2022
Short-term borrowings
Accounts payable
(including related parties)
Other payables
(including related parties)
Lease liabilities
Bonds payable
Deposits received
Non-derivative financial
liabilities
December 31, 2021
Short-term borrowings
Accounts payable
(including related parties)
Other payables
(including related parties)
Lease liabilities
Bonds payable
Deposits received
Less than 1year Between
1 and 2years
Between
2 and 5years
Over 5years
$ 178,624
421,024
657,862
15,193
-
-
Less than 1year
$ -
-
-
12,403
-
-
Between
1 and 2years
$ -
-
-
35,185
500,000
8,095
Between
2 and 3years
$ -
-
-
285,310
-
-
Over 3years
$ 446,283
484,730
388,496
15,728
47,500
195
$ -
-
-
15,144
-
-
$ -
-
-
35,818
-
8,095
$ -
-
-
295,212
-
-

(3) Fair value information

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

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

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

  • Level 3: Unobservable inputs for the asset or liability. The fair value of the Group’s investment in unlisted stocks is included in Level 3.

  • B. Fair value information of investment property at cost is provided in Note 6(8).

~61~

  • C. Financial instruments not measured at fair value

  • (a) Except for those listed in the table below, the carrying amounts of cash and cash equivalents, notes receivable, accounts receivable, other receivables, refundable guarantee deposits, shortterm borrowings, notes payable, accounts payable, other payables and guarantee deposits received are approximate to their fair values.

Financial liabilities:
Bonds payable
Financial liabilities:
Bonds payable
December 31,2022
Book value Fair value
Level 1 Level 2 Level 3
484,170
$
-
$ December
485,450
$ 31,2021
-
$
Book value Fair value
Level 1 Level 2 Level 3
$46,878 $- $46,973 $-
  • (b) The methods and assumptions of fair value estimate are as follows:

    • Bonds payable: The fair value of the convertible bonds issued by the Company was estimated by the Binomial-Tree approach to convertible bonds.
  • D. The related information of financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities are as follows:

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

December31,2022
Assets
Recurring fair value measurements
Financial assets at fair value through
other comprehensive income
Unlisted stocks
December31,2021
Assets
Recurring fair value measurements
Financial assets at fair value through
other comprehensive income
Unlisted stocks
Level 1
-
$ Level 1
-
$
Level 2
-
$ Level 2
-
$
Level3
17
$ Level3
17
$
Total
17
$
Total
17
$

~62~

  • (b) The methods and assumptions the Group used to measure fair value are as follows:

    • i. The instruments the Group used market quoted prices as their fair values (that is, Level 1) are listed below by characteristics:

      • Listed shares Closed-end fund

      • Market quoted price Closing price Closing price

    • ii. Except for financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques or by reference to counterparty quotes. The fair value of financial instruments measured by using valuation techniques can be referred to current fair value of instruments with similar terms and characteristics in substance, discounted cash flow method or other valuation methods, including calculated by applying model using market information available at the consolidated balance sheet date (i.e. yield curves on the Taipei Exchange, average commercial paper interest rates quoted from Reuters).

    • iii. The output of valuation model is an estimated value and the valuation technique may not be able to capture all relevant factors of the Group’s financial and non-financial instruments. As a result, the estimate generated by valuation model will be slightly adjusted based on additional inputs, such as model risk and liquidity risk. In accordance with the Group’s management policies and relevant control procedures relating to the valuation models used for fair value measurement, management believes adjustment to valuation is necessary in order to reasonably represent the fair value of financial and non-financial instruments at the consolidated balance sheet. The inputs and pricing information used during valuation are carefully assessed and adjusted based on current market conditions.

    • iv. The Group takes into account adjustments for credit risks to measure the fair value of financial and non-financial instruments to reflect credit risk of the counterparty and the Group’s credit quality.

  • E. For the years ended December 31, 2022 and 2021, there was no transfer between Level 1 and Level 2.

  • F. The following chart is the movement of Level 3 for the years ended December 31, 2022 and 2021:

At January 1 / December 31 2022
Equityinstruments
17
$
2021
Equityinstruments
17
$
  • G. For the years ended December 31, 2022 and 2021, there was no transfer into or out from Level 3.

~63~

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

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

value measurement: t:
Fair value at
December
31,2022
Valuation
technique
Unlisted stocks
17
$ Market
comparable
companies
Fair value at
December
31,2021
Valuation
technique
Unlisted stocks
17
$ Market
comparable
companies
Non-derivative equity instrument:
Non-derivative equity instrument:
Fair value at
December
31,2022
Valuation
technique
Significant
unobservable
input
Range
(weighted
average)
Relationship of
inputs to fair value
Price to book
ratio multiple
Significant
unobservable
input
1
Range
(weighted
average)
The higher the
multiple, the higher
the fair value
Relationship of
inputs to fair value
Price to book
ratio multiple
1 The higher the
multiple, the higher
the fair value
  • J. The Group has carefully assessed the valuation model and assumption used to measure fair value. However, use of different valuation models or assumptions may result in different measurement. The following is the effect of profit or loss or of other comprehensive income from financial assets and liabilities categorised within Level 3 if the inputs used to valuation models have changed:
Financial assets
Equity instrument
Input Change December 31,2022 31,2022
Recognised inprofit or loss Recognised in other
comprehensive income
Favourable
change
Unfavourable
change
Favourable
change
Unfavourable
change
Price to book
ratio multiple
±10% $- $- $2 ($2)

~64~

Financial assets
Equity instrument
Input Change December 31,2021 31,2021
Recognised inprofit or loss Recognised in other
comprehensive income
Favourable
change
Unfavourable
change
Favourable
change
Unfavourable
change
Price to book
ratio multiple
±10% $- $- $2 ($2)

(4) Others

Impact to the Group’s operations due to COVID-19: Based on the assessment of operations and financial information by the Group, there is no significant effect to the Company’s going concern, assets impairment and financing risk due to COVID-19.

13. Supplementary Disclosures

(1) Significant transactions information

  • A. Loans to others: None.

  • B. Provision of endorsements and guarantees to others: None.

  • C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to table 1.

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

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

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

  • G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 2.

  • H. Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more: table 3.

  • I. Trading in derivative instruments undertaken during the reporting period: None.

  • J. Significant inter-company transactions during the reporting period: Please refer to table 4.

(2) Information on investees

Names, locations and other information of investee companies (not including investees in Mainland China) Please refer to table 5.

(3) Information on investments in Mainland China: None.

(4) Major shareholders information

Major shareholders information: Please refer to table 6.

~65~

14. Segment Information

(1) General information

The Group operates business only in a single industry. The chief operating decision-maker who assesses performance and allocates resources of the Group as a whole, has identified that the Group has only one reportable operating segment.

(2) Measurement of segment information

The Group is a single reportable segment, related segment profit (loss) before tax, assets and liabilities are consistent with consolidated profit (loss), assets and liabilities.

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

The segment information provided to the chief operating decision-maker for the reportable segment is as follows:

is as follows:
Revenue from external customers
Inter-company revenue
Segment income
Segment assets
Year ended December 31
2022 2021
5,899,587
$ 282,969
$ 854,665
$ 7,672,174
$
5,043,332
$ 188,375
$ 480,669
$ 6,613,535
$

(4) Reconciliation for segment income (loss)

None.

(5) Information on products and services

Revenue from external customers is mainly from silicon epitaxy wafers and epitaxy wafer foundry. Details of revenue balance are as follows:

Details of revenue balance are as follows:
Sales revenue from silicon epitaxy wafer
Epitaxy wafer foundry
Others
Year ended December
31,2022
Year ended December
31,2021
4,790,531
$ 1,098,501
10,555
5,899,587
$
4,072,408
$ 936,425
34,499
5,043,332
$

(6) Geographical information

Geographical information for the years ended December 31, 2022 and 2021 is as follows:

Year ended December 31, 2022 Year ended December 31, 2021

Taiwan
Japan
China
Others
Revenue
3,178,107
$ 1,484,141
503,822
733,517
5,899,587
$
Non-current
assets
2,463,851
$ -
-
-
2,463,851
$
Revenue
2,791,166
$ 1,068,995
629,903
553,268
5,043,332
$
Non-current
assets
2,275,536
$ -
-
-
2,275,536
$

~66~

(7) Major customer information

Major customer information of the Group for the years ended December 31, 2022 and 2021 is as follows:

follows:
A
B
D
Revenue
Segment
688,579
$ All segment
B
667,491
$ All segment
D
510,145
$ All segment
C
Year ended December 31,2022
Year ended December 31,2021
Revenue
688,579
$ 667,491
$ 510,145
$
Revenue
440,150
$ 464,050
$ 369,300
$
Segment
All segment
All segment
All segment

~67~

Episil-Precision Inc. and Subsidiaries

Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures)

December 31, 2022

Table 1

Expressed in thousands of NTD (Except as otherwise indicated)

Securities held by Marketable securities(Note 1) Relationship with the
securities issuer(Note 2)
General
ledger account
As of December31,2022 As of December31,2022 Footnote
(Note 4)
Number of shares
(in thousands)
Bookvalue(Note3) Ownership (%) Fairvalue
Episil-Precision Inc. Dah Chung Bills Finance Corp.-common
stock
None Financial assets at fair value
through other comprehensive
income-non-current
1,109 17
$
- 17
$

Note 1: Marketable securities in the table refer to stocks, bonds, beneficiary certificates and other related derivative securities within the scope of IFRS 9 "Financal instruments". Note 2: Leave the column blank if the issuer of marketable securities is non-related party. Note 3: Fill in the amount after adjusted at fair value and deducted by accumulated impairment for the marketable securities measured at fair value; fill in the

acquisition cost or amortised cost deducted by accumulated impairment for the marketable securities not measured at fair value. Note 4: The number of shares of securities and their amounts pledged as security or pledged for loans and their restrictions on use under some agreements should be stated in the footnote if the securities presented herein have such conditions

Table 1, Page 1

Table 2

Episil-Precision Inc. and Subsidiaries

Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more Year ended December 31, 2022

Expressed in thousands of NTD (Except as otherwise indicated)

Differences in transaction terms

Differences in transaction terms Differences in transaction terms
Purchaser/Seller Counterparty Relationship
with the
counterparty
Transaction compared to third party
transactions(Note 1)
Notes/accounts receivable(payable) Footnote
(Note 2)
Purchases
(sales)
Amount Percentage of
total purchases
(sales)
Credit term Unit price Credit term Balance Percentage of total
notes/accounts
receivable (payable)
Episil-Precision Inc.
Episil-Precision Inc.
Episil Technologies Inc.
Precision Silicon Japan Co., Ltd.
Parent company
Subsidiary
(Sales)
(Sales)
688,579
$ 278,416
11.67%
4.72%
30-90 days after
monthly billings
30-90 days after
monthly billings
$ -
-
Gerneral terms
Gerneral terms
207,799
$ 74,102
16.34%
5.83%
Note 4

Note 1: If terms of related-party transactions are different from third-party transactions, explain the differences and reasons in the ‘Unit price’ and ‘Credit term’ columns. Note 2: In case related-party transaction terms involve advance receipts (prepayments) transactions, explain in the footnote the reasons, contractual provisions, related amounts, and differences in types of transactions compared to third-party transactions. Note 3: Paid-in capital referred to herein is the paid-in capital of parent company. In the case that shares were issued with no par value or a par value other than NT$10 per share,

the 20 % of paid-in capital shall be replaced by 10% of equity attributable to owners of the parent in the calculation.

Note 4: Episil Holding Inc. (former name) merged with its subsidiary, Episil Technologies Inc. After the merger, Episil Holding Inc. was the surviving company while Episil Technologies Inc. was the dissolved company. The merger effective date was set on September 1, 2021. Meanwhile, Episil Holding Inc. was renamed to Episil Technologies Inc.

Table 2, Page 1

Episil-Precision Inc. and Subsidiaries

Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more

Year ended December 31, 2022

Table 3
Creditor
Counterparty Relationship
with the counterparty
Balance as at December 31, 2022
Note 1
Turnover rate Overdue receivables Overdue receivables Amount collected
subsequent to the
balance sheet date
Allowance for
doubtful accounts
Expressed in thousands of NTD
(Except as otherwise indicated)
Amount Action taken
Episil-Precision Inc. Episil Technologies Inc. Parent company 207,799
$
3.5 55,553
$
Amount collected
subsequent to the
balance sheet date
58,030
$
-
$

Table 3, Page 1

Table 4

Episil-Precision Inc. and Subsidiaries

Significant inter-company transactions during the reporting period Year ended December 31, 2022

Expressed in thousands of NTD (Except as otherwise indicated)

Number
(Note 1)
Companyname Counterparty Relationship
(Note 2)
Transaction Transaction
General ledgeraccount Amount
(Note 3)
Transactionterms Percentage of consolidated
total operating
revenues or total assets
(Note4)
0
0
0
Episil-Precision Inc.
Episil-Precision Inc.
Episil-Precision Inc.
Precision Silicon Japan Co., Ltd.
Precision Silicon Japan Co., Ltd.
Precision Silicon Japan Co., Ltd.
1
1
1
Sales revenue
Purchase
Accounts receivable
278,416
$ 4,552
74,102
Gerneral terms
Gerneral terms
90~180 days after monthly
billings
4.72%
0.08%
0.97%

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

  • (1)Parent company is ‘0’.

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

Note 2: Relationship between transaction company and counterparty is classified into the following three categories; fill in the number of category each case belongs to (If transactions between parent company and subsidiaries or between subsidiaries refer to the same transaction, it is not required to disclose twice. For example, if the parent company has already disclosed its transaction with a subsidiary, then the subsidiary is not required to disclose the transaction; for transactions between two subsidiaries, if one of the subsidiaries has disclosed the transaction, then the other is not required to disclose the transaction.):

  • (1)Parent company to subsidiary.

  • (2)Subsidiary to parent company.

  • (3)Subsidiary to subsidiary.

Note 3: Percentage of total consolidated revenues or total assets is calculated using the total consolidated assets at the end of the year when the subject of transaction is an asset/liability,

and is calculated by total consolidated revenues during the year when the subject of transaction is a revenue/expense.

Note 4: Only transaction amount that exceeds $1 million will be disclosed, otherwise will not be disclosed.

Table 4, Page 1

Table 5

Expressed in thousands of NTD

Episil-Precision Inc. and Subsidiaries

Information on investees

Year ended December 31, 2022

(Except as otherwise indicated)

Investor Investee
(Note 1 and 2)
Location Main business
activities
Initial investment amount Initial investment amount Shares held as at December 31,2022 as at December 31,2022 Net profit (loss) of
the investee for the
year ended December
31, 2022
(Note 2(2))
Investment income
(loss) recognised by
the Company for the
year ended December
31, 2022
(Note 2(3))
Footnote
Balance as at
December 31,
2022
Balance as at
December 31,
2021
Number of shares Ownership
(%)
Book value
Episil-Precision Inc. Precision Silicon Japan Co., Ltd. Japan Sales of silicon
epitaxy wafer
2,740
$
2,740
$
200 100.00% 12,129
$
2,279
$
2,279
$

Note 1: If a public company is equipped with an overseas holding company and takes consolidated financial report as the main financial report according to the local law rules, it can only disclose the information of the overseas holding company about the disclosure of related overseas investee information.

Note 2: If situation does not belong to Note 1, fill in the columns according to the following regulations:

(1)The columns of ‘Investee’, ‘Location’, ‘Main business activities’, Initial investment amount’ and ‘Shares held as at December 31, 2020’ should fill orderly in the Company’s (public company’s) information on investees and every directly or indirectly controlled investee’s investment information, and note the relationship between the Company (public company) and its investee each (ex. direct subsidiary or indirect subsidiary) in the ‘footnote’ column.

(2)The ‘Net profit (loss) of the investee for the year ended December 31, 2020’ column should fill in amount of net profit (loss) of the investee for this period.

(3)The ‘Investment income (loss) recognised by the Company for the year ended December 31, 2020’ column should fill in the Company (public company) recognised investment income (loss) of its

direct subsidiary and recognised investment income (loss) of its investee accounted for under the equity method for this period. When filling in

recognised investment income (loss) of its direct subsidiary, the Company (public company) should confirm that direct subsidiary’s net profit (loss) for this period has included its investment income (loss) which shall be recognised by regulations.

Table 5, Page 1

Episil-Precision Inc. and Subsidiaries Major shareholders information December 31, 2022

Table 6

Name of major shareholders Shares Shares
Number of shares held Ownership (%)
Episil Technologies Inc. 166,961,680 57.86%
Table 6, Page 1