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FICG Audit Report / Information 2023

Nov 14, 2023

52367_rns_2023-11-14_4458393f-5c13-4370-8ab7-612f805c3ced.pdf

Audit Report / Information

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FIC GLOBAL, INC.

PARENT COMPANY ONLY FINANCIAL

STATEMENTS AND INDEPENDENT AUDITORS’

REPORT DECEMBER 31, 2023 AND 2022


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

~1~

FIC GLOBAL, INC.

DECEMBER 31, 2023 AND 2022 PARENT COMPANY ONLY FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REPORT

TABLE OF CONTENTS

Contents Page/Number/Index
1. Cover Page
2. Table of Contents
3. Independent Auditors’ Report
4. Parent Company Only Balance Sheets
5. Parent Company Only Statements of Comprehensive Income
6. Parent Company Only Statements of Changes in Equity
7. Parent Company Only Statements of Cash Flows
8. Notes to the Parent Company Only Financial Statements
(1)
History and Organization
(2)
The Date of Authorization for Issuance of the Financial Statements
and Procedures for Authorization
(3)
Application of New Standards, Amendments and Interpretations
(4)
Summary of Material Accounting Policies
(5)
Critical Accounting Judgements, Estimates and Key Sources of
Assumption Uncertainty
(6)
Details of Significant Accounts
1
2 ~ 3
4 ~ 10
11 ~ 12
13
14
15
16 ~ 56
16
16
16 ~ 17
17 ~ 26
26 ~ 27
27 ~ 43

~2~

Contents Page/Number/Index

(7) Related Party Transactions 44 ~ 47
(8) Pledged Assets 48
(9) Significant Contingent Liabilities and Unrecognized Contract 48
Commitments
(10) Significant Disaster Loss 48
(11) Significant Events after the Balance Sheet Date 48
(12) Others 48 ~ 55
(13) Supplementary Disclosures 55 ~ 56
9. Statements of Major Accounting Items
Other receivables due from related parties, net Note 7(2)
Changes in Investments Accounted for Using the Equity Method Form 1
Bonds payable Note 6(5)
General and administrative expenses Form 2
Summary of employee benefits, depreciation, and amortization Note 6(14)

~3~

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of FIC Global, Inc.

Opinion

We have audited the accompanying parent company only balance sheets of FIC Global, Inc. (the “FICG”) as at December 31, 2023 and 2022, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (refer to the Other matter section), the accompanying parent company only financial statements present fairly, in all material respects, the financial position of FICG as at December 31, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of 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 Parent Company Only Financial Statements section of our report. We are independent of FICG in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of the other independent auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

~4~

Key audit matters

Key audits matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the parent company only 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 parent company only financial statements for the year ended December 31, 2023 are stated as follows:

Valuation of investments accounted for using equity method

Refer to Note 4(10) for accounting policy on investments accounted for using equity method and Note 6(3) for details of investments accounted for using equity method.

As at December 31, 2023, the balance of FICG’s investments in its subsidiaries amounted to $3,696,312 thousand, constituting 75% of the total assets. As the balance of investments in subsidiaries is material to the financial statements, we considered the valuation of investments accounted for using equity method a key audit matter. Accordingly, we determined that the key audit matters of FICG’s investments accounted for using equity method - existence of sales revenue and evaluation of inventories, are also applicable as key areas of focus for this year’s audit of FICG.

Investments accounted for using equity method - existence of sales revenue

Description

Refer to Note 4(34) of the consolidated financial statements for accounting policies on revenue recognition, and Note 6(23) of the consolidated financial statements for details of operating revenue.

~5~

FICG’s subsidiaries are primarily engaged in the research and development, production and sales of automotive electronics, surveillance products and industrial computers, electronic contract manufacturing of computers and server products. Since product orders are affected by project cycles and the subsidiaries will have to focus on accepting orders of new projects, which has a significant impact on the financial statements. Thus, the existence of FICG’s subsidiaries’ sales revenue has been identified as one of the key audit matters.

How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit matter:

  1. Obtained an understanding of, and assessed FICG’s subsidiaries’ internal controls over sales transactions.

  2. Selected samples of sales transactions from the sales customers and verified against related vouchers to ascertain existence of sales revenue.

Investments accounted for using equity method - evaluation of inventories

Description

Refer to Note 4(14) of the consolidated financial statements for the accounting policies on the evaluation of inventories, Note 5(2) of the consolidated financial statements for the uncertainty of accounting estimates and assumptions for evaluation of inventories, and Note 6(6) of the consolidated financial statements for the details of inventory.

Due to the rapid technological innovations and competition within the industry, frequent releases of new products result in potential price fluctuations and product marginalization in the market. Additionally, it also affects the estimation of net realizable values of inventories. In response to changing markets and its development strategies, FICG’s subsidiaries adjust their inventory levels. As a result, the related inventory levels for the product line as mentioned above are significant. Inventories are stated at the lower of cost and net realizable value. Since the evaluation of inventories is subject to management’s

~6~

judgement and the accounting estimations will have significant influence on the inventory values, the evaluation of inventories has been identified as one of the key audit matters.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  1. Assessed the policy on allowance for inventory valuation loss based on our understanding of the operations and industry of FICG’s subsidiaries.

  2. Inspected the management’s individually identified out-of-date inventory list and checked the related supporting documents.

  3. Tested the basis of market value used in calculating the net realizable values of inventory and validated the accuracy of net realizable value calculation of selected samples.

Other matter – reference to the audits of other auditors

We did not audit the financial statements of certain investments accounted for using the equity method. The balance of these investments accounted for using the equity method amounted to NT$703,192 thousand and NT$387,223 thousand, constituting 14% and 11% of total assets as of December 31, 2023 and 2022, respectively, and the share of profit of associates accounted for using the equity method amounted to NT$33,370 thousand and NT$49,732 thousand, constituting 12% and 10% of total comprehensive income for the years then ended, respectively. The financial statements of these investees were audited by other independent auditors whose reports thereon have been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included in the financial statements relative to these investees is based solely on the audit reports of the other independent auditors.

~7~

Responsibilities of management and those charged with governance for the parent company only financial statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of the parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only financial statements, management is responsible for assessing FICG’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 FICG or to cease operations, or has no realistic alternative but to do so.

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

Auditors’ responsibilities for the audit of the parent company only financial statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China 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 parent company only 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:

~8~

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

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

  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 FICG’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause FICG to cease to continue as a going concern.

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

  6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within FICG to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

~9~

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

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

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

LIN, PO-CHUAN[Chang, Shu-Chiung ]

For and on Behalf of PricewaterhouseCoopers, Taiwan March 28, 2024

------------------------------------------------------------------------------------------------------------------------------The accompanying parent company only 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 parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

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

~10~

FIC GLOBAL, INC. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022

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

Assets Notes
6(1)
6(2)
7
7
6(3) and 7
December 31, 2023
AMOUNT
%
$
52,660
1
-
-
515
-
22
-
850,306
17
1,076
-
904,579
18
3,994,471
82
18
-
1,278
-
3,995,767
82
$
4,900,346
100
December 31, 2022 December 31, 2022
AMOUNT
$
52,660
-
515
22
850,306
1,076
904,579
3,994,471
18
1,278
3,995,767
$
4,900,346
AMOUNT
$
237,909
1,129
515
138
-
641
240,332
3,356,897
24
1,944
3,358,865
$
3,599,197
%
Current assets
1100
Cash and cash equivalents
1110
Current financial assets at fair value
through profit or loss
1180
Accounts receivable due from related
parties, net
1200
Other receivables
1210
Other receivables due from related
parties
1470
Other current assets
11XX
Total current assets
Non-current assets
1550
Investments accounted for using
equity method
1600
Property, plant and equipment
1780
Intangible assets
15XX
Total non-current assets
1XXX
Total assets
7
-
-
-
-
-
7
93
-
-
93
100

(Continued)

~11~

FIC GLOBAL, INC. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022

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

Liabilities and Equity December 31, 2023
December 31, 2022
Notes
AMOUNT
%
AMOUNT
%
6(2)
$
5,039
-
$
-
-
6(4)
25,076
-
24,350
1
7
-
-
123,200
3
12,036
-
9,529
-
6(5)
33,884
1
210,726
6
46
-
37
-
76,081
1
367,842
10
6(5)
570,611
12
-
-
570,611
12
-
-
646,692
13
367,842
10
6(8)
2,346,758
48
2,151,721
60
6(9)
1,090,188
23
439,563
12
6(10)
100,986
2
52,361
1
379,890
8
290,770
8
763,384
15
676,830
19
(
427,552) (
9) (
379,890) (
10 )
4,253,654
87
3,231,355
90
11
$
4,900,346
100
$
3,599,197
100
Current liabilities
2120
Current financial liabilities at fair
value through profit or loss
2200
Other payables
2220
Other payables to related parties
2230
Current tax liabilities
2320
Long-term liabilities, current portion
2399
Other current liabilities, others
21XX
Total current liabilities
Non-current liabilities
2530
Bonds payable
25XX
Total non-current liabilities
2XXX
Total liabilties
Equity
Share capital
3110
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 events after the balance
sheet date
3X2X
Total liabilities and equity

The accompanying notes are an integral part of these parent company only financial statements.

~12~

FIC GLOBAL, INC. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars, except for earning per share amount)

Items Year ended December 31
2023
2022
Notes
AMOUNT
%
AMOUNT
%
6(11) and 7
$
363,195
100
$
503,080
100
6(15) and 7
(
17,949) (
5) (
19,346) (
4)
345,246
95
483,734
96
6(12) and 7
10,620
3
3,001
1
5,626
2
400
-
6(13)
(
5,381) (
2)
3,440
1
6(14) and 7
(
11,936) (
3) (
4,576) (
1)
(
1,071)
-
2,265
1
344,175
95
485,999
97
6(16)
(
12,035) (
4) (
9,529) (
2)
$
332,140
91
$
476,470
95
$
17,951
5
$
10,962
2
17,951
5
10,962
2
(
72,651) (
20) (
14,168) (
3)
6,989
2
721
-
(
65,662) (
18) (
13,447) (
3)
($
47,711) (
13) ($
2,485) (
1)
$
284,429
78
$
473,985
94
6(17)
$
1.49
$
2.23
$
1.42
$
2.10
4000
Operating revenue
Operating expenses
6200
General and administrative
expenses
6900
Net operating income
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
Components of other
comprehensive income that will
not be reclassified to profit or
loss
8330
Share of other comprehensive
income of associates and joint
ventures accounted for using
equity method, components of
other comprehensive income that
will not be reclassified to profit
or loss
8310
Other comprehensive income
that will not be reclassified to
profit or loss
Components of other
comprehensive income that will
be reclassified to profit or loss
8361
Exchange differences on
translation of foreign operations
8380
Share of other comprehensive
income of associates and joint
ventures accounted for using
equity method, components of
other comprehensive income that
will be reclassified to profit or
loss
8360
Other comprehensive loss that
will be reclassified to profit or
loss
8300
Other comprehensive loss
8500
Total comprehensive income
Earnings per share (in dollars)
9750
Basic earnings per share
9850
Diluted earnings per share

The accompanying notes are an integral part of these parent company only financial statements.

~13~

FIC GLOBAL, INC. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

Year ended December 31, 2022
Balance, January 1, 2022
Profit for the year
Other comprehensive income (loss) for the year
Total comprehensive income (loss)
Appropriations of 2021 earnings:
Legal reserve
Special reserve
Changes in ownership interests in subsidiaries
Conversion of convertible bonds
Difference between consideration and carrying amount of
subsidiaries acquired or disposed
Changes in equity of associates and joint ventures accounted
for using equity method
Disposal of subsidiaries
Balance, December 31, 2022
Year ended December 31, 2023
Balance, January 1, 2023
Profit for the year
Other comprehensive income (loss) for the year
Total comprehensive income
Appropriations of 2022 earnings:
Legal reserve
Special reserve
Cash dividends of ordinary share
Issue of shares
Changes in ownership interests in subsidiaries
Due to recognition of equity component of convertible
bonds issued
Conversion of convertible bonds
Changes in equity of associates and joint ventures accounted
for using equity method
Difference between consideration and carrying amount of
subsidiaries acquired or disposed
Balance, December 31, 2023
Notes Ordinaryshare Capital surplus Retained Earnings Other equityinterest Other equityinterest Other equityinterest Total equity
Legal reserve Special reserve Unappropriated retained
earnings (accumulated
deficit)
Exchange differences on
translation of foreign
financial statements
Unrealised gains (losses)
from financial assets
measured at fair value
through other
comprehensive income
6(10)
6(9)
6(8)(9)
6(3)

6(9)
6(10)
6(7)(8)(9)
6(9)
6(9)
6(8)(9)

6(9)
6(3)(9)



$
2,109,305
-
-
-
-
-
-
42,416
-
-
-
$
2,151,721
$
2,151,721
-
-
-
-
-
-
100,000
-
-
95,037
-
-
$
2,346,758
$
393,596
-
-
-
-
-
8,311
35,950
1,710
(
4 )
-
$
439,563
$
439,563
-
-
-
-
-
-
415,407
72,630
33,711
84,347
12,420
32,110
$
1,090,188
$
28,827
-
-
-
23,534
-
-
-
-
-
-
$
52,361
$
52,361
-
-
-
48,625
-
-
-
-
-
-
-
-
$
100,986



$
269,545
-
-
-
-
21,225
-
-
-
-
-
$
290,770
$
290,770
-
-
-
-
89,120
-
-
-
-
-
-
-
$
379,890
$
235,339
476,470
9,780
486,250
(
23,534 )
(
21,225 )
-
-
-
-
-
$
676,830
$
676,830
332,140
(
49 )
332,091
(
48,625 )
(
89,120 )
(
107,792 )
-
-
-
-
-
-
$
763,384
($
286,465 )
-
(
13,447 )
(
13,447 )
-
-
-
-
-
-
(
76,855 )
($
376,767 )
($
376,767 )
-
(
65,662 )
(
65,662 )
-
-
-
-
-
-
-
-
-
($
442,429 )
($
4,305 )
-
1,182
1,182
-
-
-
-
-
-
-
($
3,123 )
($
3,123 )
-
18,000
18,000
-
-
-
-
-
-
-
-
-
$
14,877








$
2,745,842
476,470
(
2,485 )
473,985
-
-
8,311
78,366
1,710
(
4 )
(
76,855 )
$
3,231,355
$
3,231,355
332,140
(
47,711 )
284,429
-
-
(
107,792 )
515,407
72,630
33,711
179,384
12,420
32,110
$
4,253,654

The accompanying notes are an integral part of these parent company only financial statements.

~14~

FIC GLOBAL, INC.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2023 AND 2022

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

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

Amortization

Net loss on financial assets or liabilities at fair value through
profit or loss

Interest expense

Interest income

Share-based payments

Share of profit of subsidiaries and associates accounted for
using equity method

Changes in operating assets and liabilities
Changes in operating assets
Accounts receivable - related parties
Other receivables
Other receivables due frome related parties
Other current assets
Changes in operating liabilities
Other payables
Other payables - related parties
Other current liabilities, others
Cash (outflow) inflow generated from operations
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash flows from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
(Increase) decrease in financing receivable from related parties
Acquisition of investments accounted for using equity method

Proceeds from disposal of investments accounted for using equity
method

Acquisition of property and equipment
Acquisition of intangible assets
Net cash flows (used in) from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuing bonds

Decrease in financing payable to related parties

Decrease in long-term notes and accounts payable to related
parties

Cash dividends paid

Proceeds from issuing shares

Net cash flows from (used in) financing activities
Net (decrease) 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
2023
2022
$
344,175 $
485,999
6(15)
6
2
6(15)
666
56
6(2)(13)
1,957
95
6(14)
11,936
4,576
6(12)
(
10,620 ) (
3,001 )
6(7)
264
-
6(3)(11)
(
341,819 ) (
483,113 )
-
10
(
16 )
-
(
306 )
-
- (
8 )
481
5,645
(
13,980 ) (
7,074 )
9
17
(
7,247 )
3,204
10,752
2,864
23,457
3,377
(
2,199 ) (
555 )
(
9,963 ) (
180 )
14,800
8,710
(
850,000 )
226,570
6(3)
(
273,240 ) (
74,228 )
6(3) and 7
52,600
4,176
- (
26 )
- (
600 )
(
1,070,640 )
155,892
6(19)
601,583
-
6(19)
(
123,200 ) (
16,800 )
6(19)
- (
51,000 )
6(10)
(
107,792 )
-
6(8)
500,000
-
870,591 (
67,800 )
(
185,249 )
96,802
237,909
141,107
$
52,660 $
237,909

The accompanying notes are an integral part of these parent company only financial statements.

~15~

FIC GLOBAL, INC. NOTES TO THE PARENT COMPANY ONLY FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

1. History and Organization

FIC Global, Inc. (referred herein as ‘FICG’) is a holding company for investment established by First International Computer, Inc. through a share conversion on August 30, 2004. FICG is primarily engaged in investment holdings. The stocks of FICG were listed on the Taiwan Stock Exchange on August 30, 2004.

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

These parent company only financial statements were authorized for issuance by the Board of Directors on March 28, 2024.

3. Application of New Standards, Amendments and Interpretations

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

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

New standards, interpretations and amendments endorsed by the FSC
2023 are as follows:
and became effective from
Effective date by
International Accounting
New Standards, Interpretations and Amendments Standards Board
Amendments to IAS 1, ‘Disclosure of accounting policies’ January 1, 2023
Amendments to IAS 8, ‘Definition of accounting estimates’ January 1, 2023
Amendments to IAS 12, ‘Deferred tax related to assets and liabilities January 1, 2023
arising from a single transaction’
Amendments to IAS 12, ‘International tax reform - pillar two model May 23, 2023
rules’

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

~16~

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

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

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

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

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

==> picture [479 x 48] intentionally omitted <==

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Effective date by
International Accounting
New Standards, Interpretations and Amendments Standards Board
----- End of picture text -----

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

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

4. Summary of Material Accounting Policies

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

(1) Compliance statement

The parent company only financial statements of the Company have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

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(2) Basis of preparation

  • A. Except for the financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss, the parent company only financial statements have been prepared under the historical cost convention.

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

(3) Foreign currency translation

Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The parent company only financial statements are presented in “New Taiwan Dollars (NTD)”, which is the Company’s functional and 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 recognized in profit or loss in the period in which they arise.

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

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  • (a) The operating results and financial position of all the Company entities and associates 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 closing exchange rate at the date of that balance sheet;

  • 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 recognized in other comprehensive income.

  • (b) When the foreign operation partially disposed of or sold is an associate, exchange differences that were recorded in other comprehensive income are proportionately reclassified to profit or loss as part of the gain or loss on sale. In addition, even when the Company retains partial interest in the former foreign associate after losing significant influence over the former foreign associate, such transactions should be accounted for as disposal of all interest in these foreign operations.

  • (c) 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 Company retains partial interest in the former foreign subsidiary after losing control of the former foreign subsidiary, such transactions should be accounted for as disposal of all interest in the foreign operation.

  • (d) Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing exchange rates at the balance sheet date.

(4) 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 arising from operating activities that are expected to be realized, 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 realized 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.

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

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they are classified as non-current liabilities:

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

  • (b) Liabilities arising mainly from trading activities;

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

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

(5) 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.

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

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

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

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

(7) Accounts receivable

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

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

(8) Impairment of financial assets

For financial assets at amortized cost including accounts receivable that have a significant financing component, at each reporting date, the Company recognizes the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognizes 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 that do not contain a

~20~

significant financing component, the Company recognizes the impairment provision for lifetime ECLs.

(9) Derecognition of financial assets

The Company derecognizes a financial asset when the contractual rights to receive the cash flows from the financial asset expire.

(10) Investments accounted for using equity method / subsidiaries and associates

  • A. Subsidiaries are all entities (including structured entities) controlled by the Company. The Company controls an entity when the Company 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.

  • B. Inter-company transactions, balances and unrealized gains or losses on transactions between the Company and subsidiaries are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Company.

  • C. The Company’s share of its subsidiaries’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income. When the Company’s share of losses in a subsidiary equals or exceeds its interest in the subsidiary, the Company continues to recognize losses proportionate to its ownership.

  • D. Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity.

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

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

  • G. The Company’s share of its associates’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income. When the Company’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Company does

~21~

not recognize further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

  • H. When changes in an associate’s equity do not arise from profit or loss or other comprehensive income of the associate and such changes do not affect the Company’s ownership percentage of the associate, the Company recognizes change in ownership interests in the associate in ‘capital surplus’ in proportion to its ownership.

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

  • J. In the case that an associate issues new shares and the Company does not subscribe or acquire new shares proportionately, which results in a change in the Company’s ownership percentage of the associate but maintains significant influence on the associate, then ‘capital surplus’ and ‘investments accounted for under the equity method’ shall be adjusted for the increase or decrease of its share of equity interest. If the above condition causes a decrease in the Company’s ownership percentage of the associate, in addition to the above adjustment, the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately on the same basis as would be required if the relevant assets or liabilities were disposed of.

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

  • L. When the Company disposes its investment in an associate and loses significant influence over this associate, the amounts previously recognized as capital surplus in relation to the associate are transferred to profit or loss. If it retains significant influence over this associate, the amounts previously recognized as capital surplus in relation to the associate are transferred to profit or loss proportionately.

  • M. Pursuant to the Regulations Governing the Preparation of Financial Reports by Securities Issuers, profit (loss) of the current period and other comprehensive income in the parent company only financial statements shall equal to the amount attributable to owners of the parent in the financial statements prepared with basis for consolidation. Owners’ equity in the parent company only financial statements shall equal to equity attributable to owners of the parent in the financial statements prepared with basis for consolidation.

(11) Property, plant and equipment

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

  • B. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will

~22~

flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

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

  • 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:

Office equipment 4 years

(12) Intangible assets

Computer software is stated at cost and amortized on a straight-line basis over its estimated useful life of 3 years.

(13) Impairment of non-financial assets

The Company 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 recognized 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. When the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortized historical cost would have been if the impairment had not been recognized.

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

  • A. Financial liabilities are classified in this category of held for trading if acquired principally for the purpose of repurchasing in the short-term. Derivatives are also categorized as financial liabilities held for trading unless they are designated as hedges.

  • B. At initial recognition, the Company measures the financial liabilities at fair value. All related transaction costs are recognized in profit or loss. The Group subsequently measures these financial liabilities at fair value with any gain or loss recognized in profit or loss.

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(15) Convertible bonds payable

Convertible bonds issued by the Company 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), call options and put options. the Company classifies the bonds payable upon issuance as a financial asset, a financial liability or an equity instrument (‘capital surplus - share options’) in accordance with the contract terms. They are accounted for as follows:

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

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

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

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

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

(16) Derecognition of financial liabilities

A financial liability is derecognized when the obligation specified in the contract is either discharged or cancelled or expires.

(17) Employee benefits

  • A. Salaries and other short-term employee benefits

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

~24~

B. Pensions

Defined contribution plan

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

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

Employees’ compensation and directors’ and supervisors’ remuneration are recognized 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 Company calculates the number of shares based on the closing price at the previous day of the board meeting resolution.

- (18) Employee share based payment

For the equity-settled share-based payment arrangements, the employee services received are measured at the fair value of the equity instruments granted at the grant date and are recognized as compensation cost over the vesting period, with a corresponding adjustment to equity. The fair value of the equity instruments granted shall reflect the impact of market vesting conditions and non-vesting 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 recognized is based on the number of equity instruments that eventually vest.

(19) Income tax

  • A. The tax expense for the period comprises current and deferred tax. Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or items recognized directly in equity, in which cases the tax is recognized 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 operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.

  • C. Deferred tax is recognized, using the balance sheet liability method, on temporary differences

~25~

arising between the tax bases of assets and liabilities and their carrying amounts in the parent company only 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 and associates, except where the timing of the reversal of the temporary difference is controlled by the Company 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 by the balance sheet date and are expected to apply when the related deferred tax asset is realized or the deferred tax liability is settled.

  • D. Deferred tax assets are recognized 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, unrecognized and recognized deferred tax assets are reassessed.

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

(20) 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.

(21) Dividends

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

(22) Revenue recognition

Revenue from a consulting service contract in which the Company bills a fixed amount for service provided is recognized at the amount to which the Company has the right to invoice.

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

The preparation of these parent company only financial statements requires management to make critical judgements in applying the Company’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

~26~

and liabilities within the next financial year; and the related information is addressed below:

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

None.

(2) Critical accounting estimates and assumptions

None.

6. Details of Significant Accounts

(1) Cash and cash equivalents

Cash and cash equivalents
Checking accounts and demand deposits
Time deposits
December31,2023
35,158
$ 17,502
52,660
$
December31,2022
45,051
$ 192,858
237,909
$
  • A. The Company transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

  • B. The Company has no cash and cash equivalents pledged to others.

(2) Financial assets and liabilities at fair value through profit or loss

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Items December 31, 2023 December 31, 2022
Current items:
Financial assets mandatorily measured
at fair value through profit or loss - current
Derivative instruments
- Call/put options of convertible bonds $ - $ 1,129
Financial liabilities held for trading
Derivative instruments
-
- Call/put options of convertible bonds $ 5,039 $
----- End of picture text -----

Amounts recognized in profit or loss in relation to financial assets and liabilities at fair value through profit or loss are listed below:

profit or loss are listed below:
Year ended December 31,
2023 2022
Financial assets and liabilities mandatorily
measured at fair value through profit or loss
Derivative instruments ($ 1,957) ($ 95)

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(3) Investments accounted for using equity method

Ownership (%)
Carryingamount
Ownership (%)

First International
Computer, Inc.
100

1,014,028
$ 100

FICTA Technology Inc.
69

405,033
69

Ubiqconn Technology, Inc.
50

694,964
52

3CEMS Corporation
36

1,582,287

36
LEO Systems, Inc.
2

28,796
2
Formosa21 Inc.
-
5
-
Geointelligence Systems,
Inc.
1

704
1
Mobility Technology Group
Inc.
35
268,654
-
3,994,471
$ December 31,2023
December
Subsidiaries:
Associates:
Carryingamount
970,987
$ 357,512
598,337
1,400,350
29,080
5

626
-
3,356,897
$ 31,2022

Investment profit or loss (shown as operating revenue) recognized by the Company for the years ended December 31, 2023 and 2022 are listed below:

Year ended December Year ended December 31,
2023 2022
Subsidiaries:
First International Computer, Inc. $ 13,222
$ 176,336
FICTA Technology Inc. 44,942 44,665
Ubiqconn Technology, Inc. 130,449 105,978
3CEMS Corporation 173,539 150,230
Associates:
LEO Systems, Inc. 3,786 5,794
Formosa21 Inc. - -
Geointelligence Systems, Inc. 166 110
Mobility Technology Group Inc. ( 24,285) -
$ 341,819 $ 483,113

A. Subsidiaries

  • (a) Refer to Note 4(3) of the consolidated financial statements for the year ended December 31, 2023 for the information regarding the Company’s subsidiaries.

  • (b) In January 2022, the Company sold 232 thousand shares of its subsidiary, Ubiqconn Technology, Inc., to 13 employees of the Group at a price of $4,176 for the Company’s operation needs and the Group’s operating plan requirements, and it was ratified and approved by the Board of Directors on March 24, 2022. The carrying amount of non-controlling interest in Ubiqconn Technology, Inc. was $2,466 at the disposal date. This transaction resulted in an

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increase in the non-controlling interest by $2,466 and an increase in the equity attributable to owners of the parent by $1,710, therefore, the transaction was regarded as an equity transaction. Refer to Note 6(31) of the consolidated financial statements for details.

  • (c) In August 2022, Ubiqconn Technology, Inc. increased its cash capital by issuing new shares. The Company used $74,228 in cash and $100,000 of monetary claims to pay for the shares. As the Company did not acquire shares proportionately to its interest, the comprehensive shareholding ratio decreased from 68% to 67%. This transaction resulted in a decrease in the non-controlling interest by $8,311 and an increase in the equity attributable to owners of the parent by $8,311. Since the transaction did not change the Company’s control over it, it was regarded as an equity transaction. Refer to Note 6(31) of the consolidated financial statements for details.

  • (d) In March 2023, the Company sold 1,315 thousand shares of its subsidiary, Ubiqconn Technology, Inc., to non-related parties at a price of $52,600. The carrying amount of noncontrolling interest in Ubiqconn Technology, Inc. was $20,490 at the disposal date. This transaction resulted in an increase in the non-controlling interest by $20,490 and an increase in the equity attributable to owners of the parent by $32,110, therefore, the transaction was regarded as an equity transaction. Refer to Note 6(31) of the consolidated financial statements for details.

B. Associates

  • (a) As the Company has significant influence over LEO Systems, Inc., Formosa21 Inc. and Geointelligence Systems, Inc., these associates are accounted for using equity method although its shareholding ratios in these associates were less than 20%.

  • (b) The Company sold part of the shares that it held in LEO Systems, Inc. to FICTA Technology Inc. in 2010 at a consideration of $178,394. The book value of the shares disposed was $77,962, resulting to a gain on disposal of $100,432. As it was an affiliate downstream transaction, as of December 31, 2023, unrealized gain on sale of the portion that has not been resold to the third parties amounting to $42,078 shall be deferred. The amount will be recognized after FICTA Technology Inc. sells the abovementioned shares held in the coming years.

  • (c) The Company acquired a 32% equity interest in Mobility Technology Group Inc. for a consideration of $273,240 in March 2023. In addition, the associate increased its capital in August 2023. The Company did not acquire shares proportionally to its interest. As a result, the shareholding ratio decreased from 32% to 31%. In November 2023, Mobility Technology Group Inc. exercises the repurchase right to repurchase the number of outstanding shares not held by the Company. As a result, the shareholding ratio increased from 31% to 35%.

  • (d) The carrying amount of the Company’s interests in all individually immaterial associates and the Company’s share of the operating results are summarized below:

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As of December 31, 2023 and 2022, the carrying amount of the Company’s individually immaterial associates amounted to $298,159 and $29,711, respectively.

Year ended December Year ended December 31,
2023 2022
(Loss) Profit for the year ($ 20,333)
$ 5,904
Other comprehensive income (loss),
net of income tax
8,112 ( 259)
Total comprehensive (loss) income ($ 12,221) $ 5,645
  • (e) The fair value of the Company’s associates with quoted market prices is as follows:
(4)
(5)
Other payables
Bonds payable
LEO Systems, Inc.
Shares payable
Employees’ compensation and directors’
and supervisors’ remuneration payable
Wages, salaries and bonuses payable
Others
Bonds payable
Less: Discount on bonds payable

Less: Current portion of put options
December 31,2023
61,485
$ December 31,2023
12,131
$ 11,377
679
889
25,076
$ December 31,2023
634,200
$ 29,705)
(

604,495
33,884)
(

570,611
$
December 31,2022
58,447
$ December 31, 2022
12,142
$ 10,933
511
764
24,350
$ December 31,2022
217,100
$ 6,374)
(
210,726
210,726)
(
-
$
  1. A. The Company issued the first domestic unsecured convertible bonds (referred herein as the ‘first convertible bonds’) for a total issue amount of $700,000 based on 101% of the face value on September 10, 2021. The issuance terms are as follows:

  2. (a) Issuance period: 3 years (September 10, 2021 to September 10, 2024)

  3. (b) Coupon rate: 0% fixed per annum

  4. (c) Repayment term:

The first convertible bonds will be redeemed in cash at face value at the maturity date by the Company except for those which had been repurchased in advance and repurchased and retired through a securities firm by the Company or the bondholders had exercised conversion of options and put options.

~30~

  • (d) Conversion period:

The bondholders have the right to ask the Company for conversion of the convertible bonds into common shares of the Company during the period from the date after three months of the first convertible bonds issue, except for those which had been repurchased in advance and repurchased and retired through a securities firm by the Company or the stop transfer period as specified in the laws and regulations or the consignment contract.

  • (e) Conversion price:

The conversion price of the first convertible bonds is $19.45 (in dollars) which is 105.36% of the reference price. The reference price was based on one of the simple arithmetic average of the closing prices of the Company’s common shares on the Taiwan Stock Exchange for the one business day, three business days and five business days prior to the effective date set by the Company. The conversion price of the bonds is subject to adjustments if the condition of the anti-dilution provisions occurs subsequently. The conversion price will be reset based on the pricing model specified in the terms of the bonds on each effective date regulated by the terms. The conversion price is $19.13 (in dollars) on December 31, 2023.

  • (f) Put options:

The bondholders have the right to require the Company to redeem the first convertible bonds at the price of the bonds’ face value plus 1.0025% of the face value as interests upon two years from the issue date.

  • (g) Call options:

The Company may repurchase the first convertible bonds in advance after the following events occur:

  • i. The closing price of the Company common shares is above the then conversion price by 30% for 30 consecutive trading days during the period from the date after three months of the bonds issue to 40 days before the maturity date.

  • ii. the Company may repurchase all the bonds outstanding in cash at the bonds’ face value at any time after the outstanding balance of the bonds is less than 10% of total initial issue amount during the period from the date after three months of the bonds issue to 40 days before the maturity date.

  • B. For the year ended December 31, 2023, the first convertible bonds totaling $182,800 had been converted into 9,502 thousand shares of common stock. As of December 31, 2023, the first convertible bonds totaling $665,700 had been converted into 34,329 thousand shares of common stock.

  • C. Regarding the issuance of convertible bonds, the equity conversion options amounting to $38,198 were separated from the liability component and were recognized in ‘capital surplus - share options’ in accordance with IAS 32. The call options and put options embedded in bonds payable were separated from their host contracts and were recognized in ‘financial assets at fair value through profit or loss’ in net amount in accordance with IFRS 9 because the economic characteristics and risks of the embedded derivatives were not closely related to those of the host contracts. The effective interest rate of the bonds payable after such separation was 1.77%.

~31~

  1. A. The Company issued the second domestic unsecured convertible bonds (referred herein as the ‘second convertible bonds’) for a total issue amount of $600,000 based on 101% of the face value on May 31, 2023. The issuance terms are as follows:

  2. (a) Issuance period: 3 years (May 31, 2023 to May 31, 2026)

  3. (b) Coupon rate: 0% fixed per annum

  4. (c) Repayment term:

    • The second convertible bonds will be redeemed in cash at face value at the maturity date by the Company except for those which had been repurchased in advance and repurchased and retired through a securities firm by the Company or the bondholders had exercised conversion of options and put options.
  5. (d) Conversion period:

    • The bondholders have the right to ask the Company for conversion of the convertible bonds into common shares of the Company during the period from the date after three months of the second convertible bonds issue, except for those which had been repurchased in advance and repurchased and retired through a securities firm by the Company or the stop transfer period as specified in the laws and regulations or the consignment contract.
  6. (e) Conversion price:

The conversion price of the second convertible bonds is $66.25 (in dollars) which is 105.13% of the reference price. The reference price was based on one of the simple arithmetic average of the closing prices of the Company’s common shares on the Taiwan Stock Exchange for one business day, three business days and five business days before the effective date set by the Company. The conversion price of the bonds is subject to adjustments if the condition of the anti-dilution provisions occurs subsequently. The conversion price will be reset based on the pricing model specified in the terms of the bonds on each effective date regulated by the terms. The conversion price is $65.15 (in dollars) on December 31, 2023.

  • (f) Put options:

The bondholders have the right to require the Company ;to redeem the second convertible bonds at the price of the bonds’ face value plus 2.01% of the face value as interests upon two years from the issue date.

  • (g) Call options:

    • The Company may repurchase the second convertible bonds in advance after the following events occur:

    • i. The closing price of the Company common shares is above the then conversion price by 30% for 30 consecutive trading days during the period from the date after three months of the bonds issue to 40 days before the maturity date.

    • ii. The Company may repurchase all the bonds outstanding in cash at the bonds’ face value at any time after the outstanding balance of the bonds is less than 10% of total initial issue amount during the period from the date after three months of the bonds issue to 40 days before the maturity date.

  • B. For the year ended December 31, 2023, the second convertible bonds totaling $100 had been converted into 2,000 thousand shares of common stock.

~32~

  • C. Regarding the issuance of convertible bonds, the equity conversion options amounting to $33,711 were separated from the liability component and were recognized in ‘capital surplus - share options’ in accordance with IAS 32. The call options and put options embedded in bonds payable were separated from their host contracts and were recognized in ‘financial assets at fair value through profit or loss’ in net amount in accordance with IFRS 9 because the economic characteristics and risks of the embedded derivatives were not closely related to those of the host contracts. The effective interest rate of the bonds payable after such separation was 2.09%.

(6) Pensions

Effective July 1, 2005, the Company 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 Company 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.

The pension costs under the defined contribution pension plan of the Company for the years ended December 31, 2023 and 2022 were $219 and $170, respectively.

(7) Share-based payment

  • A. For the years ended December 31, 2023, the Company’s share-based payment arrangements were as follows:
Type of arrangement Grant date Quantity granted
(inthousands)
Vesting
conditions
Cash capital increase reserved for employee
preemption
2023.07.13 997 Vested
immediately
  • B. The fair value of stock options granted on grant date is measured using the Black-Scholes optionpricing model. Relevant information is as follows:
Type of
arrangement
Grant
date
Stock
price
Exercise
price
Expected
price
volatility
Expected
option
life
Risk-free
interest
rate
Fair value
per unit
1.09%
(in dollars)
15.453
Cash capital
increase
reserved for
employee
2023.
07.13
(in dollars)
65.40
(in dollars)
50
52.74%
(Note)
0.05 year

Note: Expected price volatility rate was estimated by using the company's daily historical stock

price volatility in the last three months before the grant date.

  • C. Expenses incurred on share-based payment transactions are shown below:

~33~

December 31, 2023 December 31, 2022 Equity-settled 264 -

(8) Share capital

  • A. As of December 31, 2023, the Company’s authorized capital was $25,000,000, and the paid-in capital was $2,346,758 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 (in thousands) outstanding are as follows:

2023
January 1
215,172
Cash capital increase
10,000
Conversion of convertible bonds
9,504
December 31
234,676
2022
210,931
-
4,241
215,172
  • B. As of March 29, 2023, the Company issued 10,000 thousand shares through cash capital increase as approved by the board of directors, with a par value of $10 per share. The total issuance price is $500,000. As of May 10, 2023, the application became effective. The registration was completed on September 1, 2023.

  • C. The Company converted the convertible bonds for the year ended December 31, 2022 totalling $82,500 into 4,241 thousand shares of common stock. The registration was completed on April 7, 2023.

  • D. The Company converted the convertible bonds for the year ended December 31, 2023 totaling $182,900 into 9,504 thousand shares of common stock, $100,600 of $182,900 converting into 5,255 thousand shares of common stock. The registration procedure is still in process.

  • E. 21,000 thousand shares of the share capital issued as of December 31, 2023 and 2022 were private placement marketable securities that the Company conducted in 2007. The transfer of such marketable securities shall be restricted by Article 43-8 of the Securities and Exchange Act. After three full years have elapsed since the delivery date, a letter of approval issued by the Taiwan Stock Exchange that meets the listing standards must be obtained before applying to the Securities and Futures Bureau of the Financial Supervisory Commission for supplemental public issuance.

(9) 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 capitalized mentioned above should not exceed 10% of the paid-

~34~

in capital each year. Capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.

==> picture [469 x 395] intentionally omitted <==

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

2023
Difference
between
consideration and
carrying amount Changes in
of subsidiaries ownership Net change
Share acquired or interests in in equity of
premium disposed subsidiaries associates Options Other Total
At January 1 $ 256,391 $ 162,398 $ 8,311 $ 616 $ 11,847 $ - $ 439,563
Cash capital increase 414,974 - 433 415,407
Difference between
consideration and
carrying amount
of subsidiaries
acquired or
disposed 32,110 - - - - 32,110
Changes in
ownership interests
in subsidiaries - 72,630 - - - 72,630
Recognition of
equity items due to
issuance of
convertible
corporate bonds - - - 33,711 - 33,711
Conversion of
convertible bonds 94,328 - - -( 9,981) - 84,347
Changes in equity of
associates and joint
ventures accounted
for using equity
method - - 12,420 - - 12,420
At December 31 $ 765,693 $ 194,508 $ 80,941 $ 13,036 $ 35,577 $ 433 $1,090,188
----- End of picture text -----

~35~

2022

At January 1
Conversion of
convertible bonds
Difference between
consideration and
carrying amount
of subsidiaries
acquired or
disposed
Changes in
ownership
interests in
subsidiaries
Changes in
equity of
associates and
joint ventures
accounted for
using equity
method
At December 31
Sharepremium Difference
between
consideration and
carrying amount
of subsidiaries
acquired or
disposed
Difference
between
consideration and
carrying amount
of subsidiaries
acquired or
disposed
Changes in
ownership
interests in
subsidiaries
Net change in
equity of
associates
Options Total
215,939
$ 40,452
-
-
-
256,391
$
160,688
$ -
1,710
-
-
162,398
$
-
$ -
-
8,311
-
8,311
$
620
$ -
-
-
4)
(
616
$
16,349
$ 4,502)
(
-
-
-
11,847
$
393,596
$ 35,950
1,710
8,311
4)
(
439,563
$

(10) Retained earnings

  • A. Under the Company’s Articles of Incorporation, the current year’s earnings, if any, shall first be used to pay all taxes and offset prior years’ operating losses and then 10% of the remaining amount shall be set aside as legal reserve until the legal reserve equals the paid-in capital. After that, special reserve shall be set aside or reverse in accordance with Article 41 of Securities and Exchange Act. The remainder, if any, along with accumulated undistributed earnings shall be proposed by the Board of Directors and resolved by the shareholders.

  • B. In order to take the capital needs into account, strengthen the financial structure and appropriately meet the shareholders’ demand for cash inflow, the Company shall consider the principle of maintaining the stability of dividends for the distribution of dividends and distribute cash and stocks in an appropriate proportion.

~36~

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

  • D. 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.

  • E. The appropriations of 2022 earnings as resolved by the shareholders on June 15, 2023, and the interest rate will be revised on June 28, 2023; and the appropriations of 2021 earnings as resolved by the shareholders on June 23, 2022, respectively are as follows:

by the shareholders on June 23, 2022, respectively are as follows:
Legal reserve
Special reserve
Cash dividends
Amounts
Dividends per
share
(in dollars)
Amounts
Dividends per
share
(in dollars)
48,625
$ 23,534
$ 89,120
21,225
107,792
0.49
$ -

-
$ Year ended December 31,
2022
2021
Amounts
48,625
$ 89,120
107,792
  • F. The appropriations of 2023 earnings as resovled by the Board of Directors on March 28, 2024. Details are summarized as follows:
The appropriations of 2023 earnings as resovled by the Board
Details are summarized as follows:
of Directors on March 28, 2024. of Directors on March 28, 2024.
Legal reserve
Special reserve
Cash dividends
Amounts
Dividends per
share
(in dollars)
33,209
$ 47,662
164,300
0.70
$ Year ended December 31, 2023
Amounts
33,209
$ 47,662
164,300
0.70
$

The appropriations of 2023 earnings stated have not yet been resolved by the shareholders.

(11) Operating revenue

Operating revenue
Investment revenue
Service revenue
Year ended December 31,
2023
341,819
$ 21,376
363,195
$
2022
483,113
$ 19,967
503,080
$

~37~

(12) Interest income

Interest income
Year ended December 31,
2023 2022
Interest income from bank deposits $ 2,272
$ 1,194
Interest income from loans to related parties 8,348 1,807
$ 10,620 $ 3,001

(13) Other gains and losses

Other gains and losses
Year ended December 31,
2023 2022
Foreign exchange (losses) gains ($ 3,266)
$ 3,547
Losses on financial assets at fair value
through profit or loss
( 1,957)
( 95)
Other losses ( 158) ( 12)
($ 5,381)
$ 3,440

(14) Finance costs

Finance costs
Employee benefit expense and expenses by nature
Loans from related parties
Bonds payable
Wages and salaries
Labor and health insurance fees
Pension costs
Directors’ remuneration
Other personnel expenses
Depreciation
Amortization
2023
2022
2,444
$ 555
$ 9,492
4,021
11,936
$ 4,576
$ Year ended December31,
2023
2022
6,017
$ 8,927
$ 369
277
219
170
1,006
1,264
290
358
6
2
666
56
Year ended December 31,
2023
6,017
$ 369
219
1,006
290
6
666
2022
8,927
$ 277
170
1,264
358
2
56

(15) Employee benefit expense and expenses by nature

A. In accordance with the Articles of Incorporation of the Company, a ratio of distributable profit of the current year, if any, shall be distributed as employees’ compensation and directors’ remuneration. The ratio shall be 2%~10% for employees’ compensation and shall not be higher than 1.5% for directors’ remuneration. However, if the Company has accumulated deficit, earnings shall be reserved to cover accumulated losses in advance.

  • B. Employees’ compensation and directors’ remuneration of the Company were accrued as follows:

~38~

Year ended December 31,
2023 2022
Employees’ compensation $ 10,667
$ 9,939
Directors’ remuneration 711
994
$ 11,378 $ 10,933

For the years ended December 31, 2023 and 2022, the employees’ compensation and directors’ remuneration were estimated and accrued based on 3%, 0.2%, 2% and 0.2% of distributable profit of current year as of the end of reporting year. The aforementioned amounts were recognized in salary expenses.

The employees’ compensation and directors’ remuneration for 2023 as resolved by the Board of Directors on March 28, 2024 were $14,222 and $1,422, respectively, and the employees’ compensation will be distributed in the form of cash.

For 2023, the employees’ compensation and directors’ remuneration as resolved by the Board of Directors amounted to $14,222 and $1,422, respectively. The difference of $4,266 between the amounts resolved by the Board of Directors and the amounts recognized in the 2023 financial statements, due to changes in accounting estimates, will be adjusted in the profit or loss for 2024.

For 2022, the employees’ compensation and directors’ remuneration as resolved by the Board of Directors amounted to $14,908 and $994, respectively. The difference of $4,969 between the amounts resolved by the Board of Directors and the amounts recognized in the 2022 financial statements, due to changes in accounting estimates, had been adjusted in the profit or loss for 2023.

For 2021, the employees’ compensation and directors’ remuneration as resolved by the Board of Directors amounted to $7,710 and $514, respectively. The difference of $3,083 between the amounts resolved by the Board of Directors and the amounts recognized in the 2022 financial statements, due to changes in accounting estimates, had been adjusted in the profit or loss for 2023.

The above employees’ compensation in 2022 and 2021 includes employees of subsidiaries who meet certain conditions.

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

  • D. As at December 31, 2023 and 2022, the Company had 12 and 10 employees, including 8 and 7 non-employee directors, respectively.

  • E. The Company’s stock has been listed for trading on the stock exchange, therefore, the following information is additionally disclosed:

~39~

  • (a) Average employee benefit expense for the years ended December 31, 2023 and 2022 were $1,724 and $3,244, respectively. After taking into consideration employees’ compensation (including amount resolved to be distributed to employees of subsidiaries), average employee benefit expense for the years ended December 31, 2023 and 2022 were $1,309 and $1,433, respectively.

  • (b) Average employees salaries for the years ended December 31, 2023 and 2022 were $1,504 and $2,976, respectively. After taking into consideration employees’ compensation (including amount resolved to be distributed to employees of subsidiaries), average employees salaries for the years ended December 31, 2023 and 2022 were $1,090 and $1,164, respectively.

  • (c) Adjustments of average employees salaries was (49%). After taking into consideration, employees’ compensation (including amount resolved to be distributed to employees of subsidiaries), adjustments of average employees salaries was (6%).

  • (d) As the Company has set up an audit committee, there is no supervisory application and there is no need to disclose supervisors’ remuneration information.

  • F. The Company’s compensation policy

  • (a) The overall employee compensation levels are determined by external competitive ness and internal fairness to effectively attract and retain talents.

  • (b) Link employees’ compensation with their performance by using the performance management system to provide motivation for employees’ development and drive positive growth in the Company.

  • (c) Link the Company’s long-term and short-term goals, personal investment time, positions held and overall work performance to achieve the purpose of motivating employees.

(16) Income taxes

  • A. Income tax expense
Year ended December Year ended December 31,
2023 2022
Current tax:
Additional income tax on unappropriated
earnings $ 12,036
$ 9,529
Prior year income tax overestimation ( 1) -
Income tax expenses $ 12,035 $ 9,529

~40~

  • B. Reconciliation between income tax expense and accounting profit
Year ended December Year ended December 31,
2023 2022
Tax calculated based on profit before tax
and statutory tax rate $ 68,835
$ 97,200
Expenses disallowed by tax regulation 13,445 13,606
Tax exempt income by tax regulation ( 47,439)
( 77,226)
Temporary difference not recognized as
deferred tax assets 271 187
Temporary difference not recognized as
deferred tax liabilities ( 29,851)
( 30,046)
Change in assessment of realisation of
deferred tax assets ( 5,261)
( 3,721)
Prior year income tax overestimation ( 1)
-
Additional income tax on unappropriated
earnings 12,036 9,529
Income tax expense $ 12,035
$ 9,529
  • C. Expiration dates of unused tax losses and amounts of unrecognized deferred tax assets are as follows:

==> picture [455 x 154] intentionally omitted <==

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

December 31, 2023
Amount Unrecognized
Year incurred filed/ assessed Unused amount deferred tax assets Expiry year
2017 $ 1,910,423 $ 1,857,732 $ 1,857,732 2027
December 31, 2022
Amount Unrecognized
Year incurred filed/ assessed Unused amount deferred tax assets Expiry year
2017 $ 1,910,423 $ 1,881,587 $ 1,881,587 2027
----- End of picture text -----

  • D. The Company has not recognized taxable temporary differences associated with investment in subsidiaries as deferred tax liabilities. As of December 31, 2023 and 2022, the amounts of temporary difference unrecognized as deferred tax liabilities were $149,254 and $150,230, respectively.

  • E. The Company’s income tax returns through 2021 have been assessed and approved by the Tax Authority.

~41~

(17) 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
Convertible bonds
Employees’ compensation
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
Convertible bonds
Employees’ compensation
Profit attributable to ordinary
shareholders of the parent plus
assumed conversion of all dilutive
potential ordinary shares
Year Weighted average
number of ordinary
shares outstanding
(shares in thousands)
Earnings per share
(in dollars)
222,536
1.49
$ 222,536
16,891
258
239,685
$ 1.42
$ ended December 31,2023
Weighted average
number of ordinary
shares outstanding
(shares in thousands)
Earnings per share
(in dollars)
214,106
2.23
$ 214,106
14,346
301
228,753
$ 2.10
$ ended December 31,2022
Weighted average
number of ordinary
shares outstanding
(shares in thousands)
Earnings per share
(in dollars)
222,536
1.49
$ 222,536
16,891
258
239,685
$ 1.42
$ ended December 31,2023
Weighted average
number of ordinary
shares outstanding
(shares in thousands)
Earnings per share
(in dollars)
214,106
2.23
$ 214,106
14,346
301
228,753
$ 2.10
$ ended December 31,2022
Weighted average
number of ordinary
shares outstanding
(shares in thousands)
Earnings per share
(in dollars)
222,536
1.49
$ 222,536
16,891
258
239,685
$ 1.42
$ ended December 31,2023
Weighted average
number of ordinary
shares outstanding
(shares in thousands)
Earnings per share
(in dollars)
214,106
2.23
$ 214,106
14,346
301
228,753
$ 2.10
$ ended December 31,2022
Weighted average
number of ordinary
shares outstanding
(shares in thousands)
Earnings per share
(in dollars)
222,536
1.49
$ 222,536
16,891
258
239,685
$ 1.42
$ ended December 31,2023
Weighted average
number of ordinary
shares outstanding
(shares in thousands)
Earnings per share
(in dollars)
214,106
2.23
$ 214,106
14,346
301
228,753
$ 2.10
$ ended December 31,2022
Amount after tax Weighted average
number of ordinary
shares outstanding
(shares in thousands)
332,140
$ 332,140
$ 9,159
-
341,299
$ Year
Amount after tax Weighted average
number of ordinary
shares outstanding
(shares in thousands)
476,470
$ 476,470
$ 3,293
$ -
479,763
$
214,106
214,106
14,346
301
228,753
$
2.23
$ 2.10
$

~42~

(18) Supplemental cash flow information

Financing activities with no cash flow effects:

Supplemental cash flow information
Financing activities with no cash flow effects:
Supplemental cash flow information
Financing activities with no cash flow effects:
Supplemental cash flow information
Financing activities with no cash flow effects:
Supplemental cash flow information
Financing activities with no cash flow effects:
Supplemental cash flow information
Financing activities with no cash flow effects:
Supplemental cash flow information
Financing activities with no cash flow effects:
Supplemental cash flow information
Financing activities with no cash flow effects:
Supplemental cash flow information
Financing activities with no cash flow effects:
Changes in liabilities from financing activities
Year ended December
31, 2023
Year ended December
31, 2022
Investing Activities:
Use monetary claims to pay for the
shares
$-
$100,000
Financing activities:
Convertible bonds being converted to
capital stocks
$179,384
$78,366
January1,2023
Cash flows
Changes in other
non-cash items
December 31, 2023
Bonds payable
(including current
portion)
210,726
$ 601,583
$ 207,814)
($ 604,495
$ Other payables to
related parties
123,200
123,200)
(
-
-
333,926
$ 478,383
$ 207,814)
($ 604,495
$ January1,2022
Cash flows
Changes in other
non-cash items
December31,2022
Bonds payable
(including current
portion)
285,734
$ -
$ 75,008)
($ 210,726
$ Other payables to
related parties
140,000
16,800)
(
-
123,200
Long-term accounts
payable
51,000
51,000)
(
-

-
476,734
$ 67,800)
($ 75,008)
($ 333,926
$
$ $

Bonds payable
(including current
portion)
Other payables to
related parties
Bonds payable
(including current
portion)
Other payables to
related parties
Long-term accounts
payable

January1,2023
210,726
$ 123,200
333,926
$ January1,2022
601,583
$ 123,200)
(
478,383
$ Cash flows
207,814)
($ -
207,814)
($ Changes in other
non-cash items
604,495
$ -
604,495
$ December31,2022
285,734
$ 140,000
51,000
476,734
$
-
$ 16,800)
(
51,000)
(
67,800)
($
75,008)
($ -
-

75,008)
($
210,726
$ 123,200
-
333,926
$

(19) Changes in liabilities from financing activities

~43~

7. Related Party Transactions

(1) Names of related parties and relationship

==> picture [495 x 15] intentionally omitted <==

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

Names of related parties Relationship with FICG
----- End of picture text -----

Names of relatedparties Relationshipwith FICG
FICTA Technology Inc. (FICTA) Subsidiary
First International Computer, Inc. (FIC) "
3CEMS Corp. (3CEMS) "
Prime Foundation Inc. (Prime) "
Perfect Union Global Inc. (PUG) "
Ubiqconn Technology, Inc. (Ubiqconn) "
LEO Systems, Inc. (LEO Systems) Associate
Geointelligence Systems, Inc. (Geointelligence) "
Formosa21 Inc.(Formosa21) "
First Communication Inc. (First Communication) "
Mobility Technology Group Inc. (MTGI) "
Wang Yi De, etc. Other related party
Zong Jing Investment Inc. (Zong Jing) Other related party (major shareholder)
Ho Mon Investment Inc. (Ho Mon) "

(2) Significant related party transactions

A. Operating revenue-service revenue

Subsidiaries
Prime
PUG
Others
Associates
LEO Systems
Others
2023
2022
7,467
$ 7,164
$ 7,467
7,164
803
-
4,800
4,800
839
839
21,376
$ 19,967
$ Year ended December 31,
2023
2022
7,467
$ 7,164
$ 7,467
7,164
803
-
4,800
4,800
839
839
21,376
$ 19,967
$ Year ended December 31,
7,164
$ 7,164
-
4,800
839
19,967
$

The Company entered into consulting contracts with the above-mentioned related parties, and transaction prices and terms are made based on agreements.

B. Operating expenses-service expenses

~44~

Subsidiaries
FIC
Year ended December31, Year ended December31,
2023
-
$
2022
3,600
$

The Company entered into consulting contracts with the above-mentioned related parties, and transaction prices and terms are made based on agreements.

  • C. Receivables from related parties
Accounts receivables:
-Associates
LEO Systems
Geointelligence
Others
Other receivables:
-Associates
MTGI
December 31,2023
420
$ 53
42
515
$ December 31,2023
306
$
December 31,2022
420
$ 53
42
515
$
December 31,2022
-
$
  • D. Loans to/from related parties

  • (a) Loans to related parties

December 31, 2023 December 31, 2022 Other receivables Subsidiary FIC $ 850,000 $ - - - Ubiqconn $ 850,000 $ -

~45~

Subsidiary
FIC
Ubiqconn
Interest
income
Interest
rate
Interest
income
Interest
rate
8,343
$ 2.07%
-
$ -
-
-

1,807
1.50%
8,343
$
1,807
$ 2023
2022
Year ended December 31,

(b) Loans from related parties:

Other payables
Subsidiaries
FICTA
Other related parties
Ho Mon
Subsidiaries
FICTA
Other related parties
Ho Mon
Interest
expense
Interest rate
-
$ -
2,444
$ 2.00%
354
$ 138
$
1.30%
0.50%

E. Property transactions:

  • (a) Acquisition of financial assets:

~46~

Year ended December 31, 2022 Accounts No. of shares Objects Consideration Subsidiaries Investments accounted for Ubiqconn 8,711 thousands Issue of shares using equity method $ 174,228

  • (b) Disposal of financial assets:

==> picture [461 x 247] intentionally omitted <==

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

Year ended
December 31, 2023
Accounts No. of shares Objects Proceeds
Subsidiaries
Investments Disposal of
accounted for shareholdings
Ubiqconn 1,315 thousands
using equity to non-related
method party $ 52,600
Year ended
December 31, 2022
Accounts No. of shares Objects Proceeds
Subsidiaries
Investments Disposal of
accounted for shareholdings
Ubiqconn 232 thousands
using equity to group
method employees $ 4,176
----- End of picture text -----

Refer to Note 6(31) of the consolidated financial statements for the year ended December 31, 2023 and 2022 for the details of the property transactions with related parties.

  • F. Endorsements and guarantees:

As of December 31, 2023 and 2022, endorsements and guarantees provided by the Company to subsidiaries are as follows:

bsidiaries are as follows:
Subsidiary-PBI December31,2023
-
$
December31,2022
501,801
$

(3) Key management compensation

Short-term employee benefits

Year ended December31, Year ended December31,
2023
3,703
$
2022
3,282
$

~47~

8. Pledged Assets

None.

9. Significant Contingent Liabilities and Unrecognized Contract Commitments

(a) Contingencies

None.

(b) Commitments

None.

10. Significant Disaster Loss

None.

11. Significant Events after the Balance Sheet Date

  • (a) The Company subscribe for increasing its capital to issue 85,000 new shares in FIC, Inc., as resolved by the Board of Directors in February, 1, 2023. The issuance price per share is NT$10. The Company use its’ monetary claims to offset the payment of shares.

  • (b) The appropriations of 2023 earnings as submitted by the Board of Directors on March 28, 2024. Information about it is provided on Note 6 (10).

12. Others

(1) Capital management

The Company manages its capital to ensure that the Company will be able to continue as a going concern while maximizing the return to shareholders through the optimization of the debt and equity balance.

The Company’s capital structure comprises net debt (pertaining to borrowings, net of cash and cash equivalents) and equity attributable to owners of parent (pertaining to share capital, capital surplus, retained earnings and other equity items).

(2) Financial instruments

  • A. Financial instruments by category

~48~

December 31, 2023 December 31, 2022

December 31,2023 December 31,2022
Financial assets
Current financial assets at fair value through
profit or loss
Current financial assets at fair value
through profit or loss, mandatorily
measured at fair value
Financial assets at amortised cost
Cash and cash equivalents
Accounts receivable-related parties
Other receivables
Other receivables-related parties
Financial liabilities
Financial liabilities at fair value through profit
or loss
Financial liabilities held for trading
Financial liabilities at amortised cost
Other payables
Other payables-related parties
Bonds payable (including current portion)
-
$ 52,660
$ 515
22
850,306
903,503
$ December 31,2023
5,039
$ 25,076
$ -
604,495
629,571
$
1,129
$
237,909
$ 515
138
-
238,562
$
December 31,2022
-
$
24,350
$ 123,200
210,726
358,276
$

~49~

  • B. Financial risk management policies

  • (a) The Company’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk), credit risk and liquidity risk.

  • (b) Company treasury identifies, evaluates and hedges financial risks with the Company’s operating units closely.

  • C. Significant financial risks and degrees of financial risks

  • (a) Market risk

Exchange rate risk

  • i The Company operates internationally and is exposed to exchange rate risk arising from the transactions of the Company used in various functional currency, primarily with respect to the USD. Foreign exchange rate risk arises from future commercial transactions and recognized assets.

  • ii. The Company is required to hedge its entire foreign exchange risk exposure with the Company treasury. Exchange rate risk is measured through a forecast of highly probable USD expenditures.

  • iii. The Company’s businesses involve some non-functional currency operations (the Company’s functional currency: NTD). 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
Non-monetary items
USD:NTD
(Foreign currency:
functional currency)
Financial assets
Monetary items
USD:NTD
Non-monetary items
USD:NTD
Foreign currency
amount
(In thousands)
Exchange rate
Book value
(NTD)
(in thousand)
580
$ 30.71
17,820
$ 60,281
$ 30.71
1,850,941
$ December 31,2023
Foreign currency
amount
(In thousands)
Exchange rate
Book value
(NTD)
(in thousand)
6,330
$ 30.71
194,403
$ 45,599
$ 30.71
1,400,350
$ December 31,2022
Foreign currency
amount
(In thousands)
Exchange rate
Book value
(NTD)
(in thousand)
580
$ 30.71
17,820
$ 60,281
$ 30.71
1,850,941
$ December 31,2023
Foreign currency
amount
(In thousands)
Exchange rate
Book value
(NTD)
(in thousand)
6,330
$ 30.71
194,403
$ 45,599
$ 30.71
1,400,350
$ December 31,2022
Foreign currency
amount
(In thousands)
Exchange rate
Book value
(NTD)
(in thousand)
580
$ 30.71
17,820
$ 60,281
$ 30.71
1,850,941
$ December 31,2023
Foreign currency
amount
(In thousands)
Exchange rate
Book value
(NTD)
(in thousand)
6,330
$ 30.71
194,403
$ 45,599
$ 30.71
1,400,350
$ December 31,2022
Foreign currency
amount
(In thousands)
Exchange rate
6,330
$ 45,599
$
30.71
30.71
194,403
$ 1,400,350
$



~50~

  • iv. The total exchange (loss) gain, including realized and unrealized, arising from significant foreign exchange variation on the monetary items held by the Company for the years ended December 31, 2023 and 2022, amounted to ($3,266) and $3,547, respectively.

  • v. Analysis of foreign currency market risk arising from significant foreign exchange variation:

(Foreign currency: functional
currency)
Financial assets
Monetary items
USD:NTD
(Foreign currency: functional
currency)
Financial assets
Monetary items
USD:NTD
Degree of
variation
Effect on
profit or loss
Effect on other
comprehensive
income
1%
178
$ -
$ Degree of
variation
Effect on
profit or loss
Effect on other
comprehensive
income
1%
1,944
$ -
$ Year ended December 31,2023
Sensitivityanalysis
Year ended December 31,2022
Sensitivityanalysis
Degree of
variation
Effect on
profit or loss
Effect on other
comprehensive
income
1%
178
$ -
$ Degree of
variation
Effect on
profit or loss
Effect on other
comprehensive
income
1%
1,944
$ -
$ Year ended December 31,2023
Sensitivityanalysis
Year ended December 31,2022
Sensitivityanalysis
Degree of
variation
Effect on
profit or loss
Effect on other
comprehensive
income
1%
178
$ -
$ Degree of
variation
Effect on
profit or loss
Effect on other
comprehensive
income
1%
1,944
$ -
$ Year ended December 31,2023
Sensitivityanalysis
Year ended December 31,2022
Sensitivityanalysis
Degree of
variation
Effect on
profit or loss
Degree of
variation
Effect on
profit or loss
1% 1,944
$
-
$

Price risk

The Company had no financial assets at fair value through profit or loss, therefore the Company is not exposed to commodity price risk.

Cash flow and fair value interest rate risk

The Company’s interest rate risk arises from borrowings. However, the Company’s borrowings are issued at fixed rates, interest rate risk had no significant impact to the Company.

(b) Credit risk

  • i. Credit risk refers to the risk of financial loss to the Company 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.

  • ii. Only banks and financial institutions with optimal credit ratings are accepted.

~51~

(c) Liquidity risk

  • i. Cash flow forecasting is performed in the operating entities of the Company and aggregated by Company treasury. Company treasury monitors rolling forecasts of the Company’s liquidity requirements to ensure it has sufficient cash to meet operational needs.

  • ii. The table below analyses the Company’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

December 31, 2023
Non-derivative financial liabilities:
Bonds payable (including current
portion)
Other payables (including
related parties)
December 31, 2022
Non-derivative financial liabilities:
Bonds payable (including current
portion)
Other payables (including
related parties)
Financial guarantee contract
payable
Less than
1 year
Between
1 and 5years
Over 5 years
$ 599,900 $ -
- -
Between
1 and 5 years
Over 5 years
$ - $ -
- -
- -
$ 34,300
25,076
Less than
1year
$ 210,726
147,550
501,801

(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 Company’s investment in derivative instrument is included.

Level 3: Unobservable inputs for the asset or liability.

~52~

  • B. Financial instruments not measured at fair value

The carrying amounts of cash and cash equivalents, accounts receivable (including related parties), other receivables (including related parties), short-term borrowings, other payables (including related parties), bonds payable and long-term notes and accounts payable are approximate to their fair values.

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

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

December 31, 2023
Assets
Recurring fair value
measurements
Financial assets at fair value
through profit or loss
Derivative instruments
-call/put options of bonds
December 31, 2022
Assets
Recurring fair value
measurements
Financial assets at fair value
through profit or loss
Derivative instruments
-call/put options of bonds
Level 1
-
$ Level 1
-
$
Level 2
-
$ Level 2
-
$
Level 3
5,039
$ Level 3
1,129
$
Total
5,039
$
Total
1,129
$
  • (b) The methods and assumptions the Company used to measure fair value are as follows:

  • i. 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.

  • ii. When assessing non-standard and low-complexity financial instruments, the Company adopts valuation technique that is widely used by market participants. The inputs used in the valuation method to measure these financial instruments are normally observable in the market.

  • iii. The valuation of derivative financial instruments is based on valuation model widely accepted by market participants, such as present value techniques.

~53~

  • iv. The output of valuation model is an estimated value and the valuation technique may not be able to capture all relevant factors of the Company’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 or liquidity risk of counterparties. In accordance with the Company’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.

  • D. The following chart is the movement of Level 3 for the years ended December 31, 2023 and 2022:

At January 1
Gains and losses recognized in profit or loss
Recorded as non-operating income and expenses
Issued during the year
Converted during the year
At December 31
At January 1
$ Gains and losses recognized in profit or loss
Recorded as non-operating income and expenses
(
Converted during the year
(
At December 31
$
At January 1
Gains and losses recognized in profit or loss
Recorded as non-operating income and expenses
Issued during the year
Converted during the year
At December 31
At January 1
$ Gains and losses recognized in profit or loss
Recorded as non-operating income and expenses
(
Converted during the year
(
At December 31
$
Call/ put
options of bonds
2023
1,129
$ 1,957)
(
4,020)
(
191)
(
5,039)
($ Call/ put
options of bonds
1,887

95)

663)
1,129
2022

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

  • F. Treasury segment is in charge of valuation procedures for fair value measurements being categorized 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 making any other necessary adjustments to the fair value.

Treasury segment set up valuation policies, valuation processes and rules for measuring fair value

~54~

of financial instruments and ensure compliance with the related requirements in IFRS.

  • G. 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:
Call /put options of bonds
Derivative instrument:
Call /put options of bonds
Derivative instrument:
Fair value at
December 31,
2023
Valuation
technique
Significant
unobservable
input
($ 5,039) The Binomial-
Tree approach
to convertible
bonds
Volatility rate
Fair value at
December 31,
2022
Valuation
technique
Significant
unobservable
input
$ 1,129 The Binomial-
Tree approach
to convertible
bonds
Volatility rate
Fair value at
December 31,
2023
Valuation
technique
Significant
unobservable
input
($ 5,039) The Binomial-
Tree approach
to convertible
bonds
Volatility rate
Fair value at
December 31,
2022
Valuation
technique
Significant
unobservable
input
$ 1,129 The Binomial-
Tree approach
to convertible
bonds
Volatility rate
Fair value at
December 31,
2023
Valuation
technique
Significant
unobservable
input
($ 5,039) The Binomial-
Tree approach
to convertible
bonds
Volatility rate
Fair value at
December 31,
2022
Valuation
technique
Significant
unobservable
input
$ 1,129 The Binomial-
Tree approach
to convertible
bonds
Volatility rate
Fair value at
December 31,
2023
Valuation
technique
Significant
unobservable
input
($ 5,039) The Binomial-
Tree approach
to convertible
bonds
Volatility rate
Fair value at
December 31,
2022
Valuation
technique
Significant
unobservable
input
$ 1,129 The Binomial-
Tree approach
to convertible
bonds
Volatility rate
Range
(weighted
average)
Relationship
of inputs to
fairvalue
The higher the
price volatility,
the higher the
fair value
Relationship
of inputs to
fairvalue
The higher the
price volatility,
the higher the
fair value
Relationship
of inputs to
fairvalue
The higher the
price volatility,
the higher the
fair value
Relationship
of inputs to
fairvalue
The higher the
price volatility,
the higher the
fair value
44.12%
Range
(weighted
average)
$ 1,129 The Binomial-
Tree approach
to convertible
bonds
Volatility rate 57.68% The higher the
price volatility,
the higher the
fair value
  • H. The Company has carefully assessed the valuation models and assumptions used to measure fair value. However, use of different valuation models or assumptions may result in different measurement.

13. Supplementary Disclosures

(1) Significant transactions information

  • A. Loans to others: Refer to table 1.

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

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

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

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

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

~55~

  • G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: Refer to table 4.

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

  • I. Trading in derivative instruments undertaken during the reporting periods: Refer to Note 6(2).

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

(2) Information on investees

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

(3) Information on investments in Mainland China

  • A. Basic information: Refer to table 8.

  • B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: Refer to table 6.

(4) Major shareholders information

Major shareholders information: Refer to table 9.

~56~

FIC GLOBAL, INC.

Loans to others

Year ended December 31, 2023

Table 1

Expressed in thousands of NTD (Except as otherwise indicated)

No.
(Note 1)
Creditor Borrower General
ledger
account
Is a
related
party
Maximum
outstanding
balance during
the year ended
December 31,2023
Balance at
December 31,2023
Actual amount
drawn down
Interest
rate
Nature of
loan
(Note 2)
Amount of
transactions
with the
borrower
Reason
for short -term
financing
Allowance
for
doubtful
accounts
Collateral Collateral Limit on loans
granted to
a singleparty
Ceiling on
total loans
granted
Footnote
Item Value
0
1
2
3
4
5
6
7
8
9
10
FICG
FIC, Inc.
FIC Holding
Brilliant
FICTA
Prime
Danriver
Danriver GZ
3CEMS
Danriver System GZ
Broad GZ
FIC, Inc.
Access
Access
Access
Prime Base Inc
FIC, Inc.
Broad
PUG
Broad
Danriver System
Amertek
Danriver
Prime GZ
Danriver System
Danriver System
Amertek
Broad
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
850,000
$ 42,987
76,795
617,171
61,410
172,468
158,591
310,121
368,460
162,737
255,293
276,345
25,962
164,272
344,203
84,377
874,032
850,000
$ 21,494
76,795
586,466
-
107,468
158,591
310,121
368,460
-
-
276,345
-
164,272
344,203
-
874,032
850,000
$ 21,494
76,795
577,254
-
107,468
158,591
310,121
342,361
-
-
269,451
-
164,272
335,970
-
747,203
2.065
3.85-5.86
0.6-3.0
3.85-5.94
4.4
2.065-5.99
0.8-3.75
0.8-3.85
0.8-3.85
3.85
4.75
0-0.8
4.75
3.85-4.67
0-3.45
4.75
0.00-1.75
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
-
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
For operational need
For operational need
For operational need
For operational need
For operational need
For operational need
For operational need
For operational need
For operational need
For operational need
For operational need
For operational need and past
due accounts receivable
For operational need
For operational need
For operational need and past
due accounts receivable
For operational need
For operational need and past
due accounts receivable
-
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,276,096
$ 305,205
253,960
4,206,881
226,273
226,273
5,373,625
1,272,211
1,272,211
1,272,211
153,133
574,249
153,133
1,751,279
645,549
172,146
1,666,518
1,701,462
$ 406,940
338,614
5,609,174
258,597
258,597
7,164,833
1,696,281
1,696,281
1,696,281
153,133
765,665
153,133
1,751,279
860,732
172,146
2,222,024
Note 3
Note 3
Note 5
Note 5
Note 4
Note 4
Note 7
Note 7
Note 7
Note 7
Note 6
Note 7
Note 6
Note 6
Note 7
Note 6
Note 7

Table 1, Page 1

Table 1

FIC GLOBAL, INC.

Loans to others

Year ended December 31, 2023

Expressed in thousands of NTD (Except as otherwise indicated)

No.
(Note 1)
Creditor Borrower General
ledger
account
Is a
related
party
Maximum
outstanding
balance during
the year ended
December 31,2023
Balance at
December 31,2023
Actual amount
drawn down
Interest
rate
Nature of
loan
(Note 2)
Amount of
transactions
with the
borrower
Reason
for short -term
financing
Allowance
for
doubtful
accounts
Collateral Collateral Limit on loans
granted to
a singleparty
Ceiling on
total loans
granted
Footnote
Item Value
11
12
13
Access
PUG
Fic SZ
Amertek
Prime GZ
Fic SZ
Prime Base
Brilliant
Access
FIC, Inc.
Prime GZ
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
263,947
$ 17,308
399,165
72,157
39,917
21,494
145,849
77,886
-
-
399,165
-
-
-
145,849
-
-
-
381,831
-
-
-
145,849
-
4.75
4.75
0
0.8
3.6
3.6
3.85
4.35
2
2
2
2
2
2
2
2
-
-
-
-
-
-
-
-
For operational need
For operational need
Past due accounts receivable
For operational need
For operational need
For operational need
For operational need
For operational need
-
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ -
-
-
-
-
-
-
444,405
$ 444,405
1,547,532
1,368,030
1,368,030
1,368,030
1,368,030
176,615
444,405
$ 444,405
2,063,376
1,368,030
1,368,030
1,368,030
1,368,030
235,487
Note 6
Note 6
Note 5
Note 6
Note 6
Note 6
Note 6
Note 3

Note 1: The numbers filled in for the loans provided by the Company or subsidiaries are as follows:

  • (1) The Company is ‘0’.

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

Note 2: The column of ‘Nature of loan’ shall fill in ‘Business transaction or ‘Short-term financing’.

  • (1) Business association is labeled as ‘1’

(2) Short-term financing is labeled as ‘2’.

Note 3: According to the FICG’s and the investees’ “Regulations for Provision of Loans”, the limit on loans granted to a single party shall not exceed 30% of the investees’ net assets value, and the ceiling on total loans shall not exceed 40% of the investees' net assets value.

Note 4: According to the investees'“Regulations for Provision of Loans”, the limit on loans granted to a single party shall not exceed 35% of the investees’ net assets value, and the ceiling on total loans shall not exceed 40% of the investees' net assets value.

Note 5: According to the investees’“Regulations for Provision of Loans”, the overseas subsidiaries’ loans are granted to the Company directly and indirectly holds 100% of the shares , the limit on loans granted to a single party shall not exceed 150%

of the investees’ paid-in capital and the ceiling on total loans shall not exceed 200% of the investees’ paid-in capital.

Note 6: According to the investees’“Regulations for Provision of Loans”, the limit on loans granted to a single party shall not exceed 40% of the investees’ net assets value, and the ceiling on total loans shall not exceed 40% of the investees' net assets value.

Note 7: According to the investees’“Regulations for Provision of Loans”, the overseas subsidiaries’ loans are granted to the Company directly and indirectly holds 100% of the shares , the limit on loans granted to a single party shall not exceed

150% of the investees’ paid-in capital and the ceiling on total loans shall not exceed 200% of the investees’ paid-in capital.

Table 1, Page 2

Table 2

FIC GLOBAL, INC.

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

Expressed in thousands of NTD (Except as otherwise indicated)

Number
Note 1
Endorser/
guarantor
endorsed/guaranteed
Party being
Limit on
endorsements/
guarantees
provided for a
single party
(Note 3)
Maximum
outstanding
endorsement/
guarantee
amount as of
December 31, 2023
(Note 4)
Outstanding
endorsement/
guarantee
amount at
December 31, 2023
(Note 5)
Actual amount
drawn down
(Note 6)
Ratio of accumulated
Ceiling on
Amount of
endorsement/guanantee
total amount of
endorsements/
amount to net
endorsements/
guarantees
asset value of
guarantees
secured wit
the endorser/guarantor
provided
collateral
company
(Note 3)
Ratio of accumulated
Ceiling on
Amount of
endorsement/guanantee
total amount of
endorsements/
amount to net
endorsements/
guarantees
asset value of
guarantees
secured wit
the endorser/guarantor
provided
collateral
company
(Note 3)
Ratio of accumulated
Ceiling on
Amount of
endorsement/guanantee
total amount of
endorsements/
amount to net
endorsements/
guarantees
asset value of
guarantees
secured wit
the endorser/guarantor
provided
collateral
company
(Note 3)
Provision of
endorsements/
guarantees by
parent
company to
subsidiary
(Note 7)
Provision of
endorsements/
guarantees by
subsidiary to
parent
company
(Note 7)
Provision of
endorsements/
guarantees to
the party in
Mainland
China
(Note 7)
Footnote
Companynam Relationship
with the
endorser/
guarantor
(Note 2)
0
1
2
3
4
5
FICG
High Stnadard
3CEMS
Danriver GZ
Broad GZ
Prime GZ
Prime Base
FIC, Inc.
PUG
Amertek
Prime GZ
Amertek
Amertek
(2)
(3)
(2)
(4)
(4)
(4)
(2)
5,866,895
$ 6,528,651
6,567,295
1,261,648
1,261,648
2,059,511
2,788,011
501,720
$ 100,000
30,705
216,350
173,080
432,700
649,050
-
100,000
-
-
-
-
649,050
-
40,000
-
-
-
-
30,289
-
100,000
-
-
-
-
-
0%
17%
0%
0%
0%
0%
15%
11,733,790
$ 13,057,301
8,756,394
2,523,295
2,523,295
4,119,023
5,576,021
Y
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
Y
Y
Y
Y

Note 1: The numbers filled in for the endorsements/guarantees provided by the Company or subsidiaries are as follows:

(1)The Company is ‘0’

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

Note 2: Relationship between the endorser/guarantor and the party being endorsed/guaranteed is classified into the following seven categories; fill in the number of category each case belongs to: (1)Having business relationship

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

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

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

(5) Mutual guarantee of the trade as required by the construction contract.

(6) Due to joint venture, each shareholder provides endorsements/guarantees to the endorsed/guaranteed company in proportion to its ownership.

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

Note 3 Limit on endorsements/guarantees provided for a single party Ceiling on total amounts of endorsements / guarantees provided The FICG 250% of paid-in capital 500% of paid-in capital High Standard 250% of paid-in capital 500% of paid-in capital 3CEMS Corporation 150% of current net assets 200% of current net assets Danriver Technology (Guangzhou) Inc. 350% of paid-in capital 700% of paid-in capital Broad Technology (Guangzhou) Inc. 250% of paid-in capital 500% of paid-in capital Prime Technology (Guangzhou) Inc. 350% of paid-in capital 700% of paid-in capital

Note 4: Fill in the year-to-date maximum outstanding balance of endorsements/guarantees provided as of the reporting period. Note 5: Fill in the amount approved by the Board of Directors or the chairman if the chairman has been authorised by the Board of Directors based on subparagraph 8, Article 12 of the Regulations Loaning of Funds and Making of Endorsements/Guarantees by Public Companies. Note 6: Fill in the actual amount of endorsements/guarantees used by the endorsed/guaranteed company.

Note 7: Fill in ‘Y’ for those cases of provision of endorsements/guarantees by listed parent company to subsidiary and provision by subsidiary to listed parent company, and provision to the party in Mainland China.

Table 2, Page 1

Table 3

Expressed in thousands of NTD

FIC GLOBAL, INC.

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

December 31, 2023

(Except as otherwise indicated)

As of December 31, 2023

Securitiesheld by Marketable securities
Note1
Relationship
with the
securities issuer
Note2
General
ledgeraccount
Number of
share
Book value
Note 3
Ownership (%) Fairvalue Footnote
Note4
First International Computer, Inc. Stocks
Digitimes Inc.
Changing Information Technology Inc.
IQ Technology Inc.
Forte Media, Inc.
First Communication Inc.
Incomm Technologies Co., Ltd.
Mingo Telecom Inc.
Systems & Software Inc.
Environmental & Ocean Technology Inc.
China United Trust & Investment Corporation
Fonestock Technology Inc.
EGtran,Corp.
First International Digital,Inc.
VREX,Inc.
Turbo Ic,Inc.
CTO Corporation
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
Financial assets at fair value through profit or loss - non - current
Financial assets at fair value through other comprehensive income -non - current
Financial assets at fair value through other comprehensive income -non - current
Financial assets at fair value through other comprehensive income -non - current
Financial assets at fair value through other comprehensive income -non - current
Financial assets at fair value through profit or loss - non - current
Financial assets at fair value through profit or loss - non - current
Financial assets at fair value through profit or loss - non - current
Financial assets at fair value through profit or loss - non - current
Financial assets at fair value through profit or loss - non - current
Financial assets at fair value through profit or loss - non - current
Financial assets at fair value through profit or loss - non - current
Financial assets at fair value through profit or loss - non - current
Financial assets at fair value through profit or loss - non - current
Financial assets at fair value through profit or loss - non - current
Financial assets at fair value through profit or loss - non - current
63
295
5
900
-
-
68
1
100
890
-
1,244
5,400
667
400
-
-
$ 23,669
153
13,021
-
-
-
-
-
-
-
-
-
-
-
-
0.00
1.72
0.64
0.67
0.00
0.00
1.00
13.00
11.00
1.00
0.00
2.00
19.00
2.00
1.00
8.00
-
$ 23,669
153
13,021
-
-
-
-
-
-
-
-
-
-
-
-

Table 3, Page 1

Table 3

FIC GLOBAL, INC.

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

December 31, 2023

Expressed in thousands of NTD

(Except as otherwise indicated)

As of December 31, 2023

Securitiesheld by Marketable securities
Note1
Relationship
with the
securities issuer
Note2
General
ledgeraccount
Number of
share
Book value
Note 3
Ownership (%) Fairvalue Footnote
Note4
Brilliant
FICTA Technology Inc.
Stocks
Tech Power Ltd.
Openmoko Inc,
eVionyx,Inc.
Asia Technology 3 Ltd.
Preference share
Asia Technology 3 Ltd.
Lineo Inc.
Neo Paradigm Labs Inc.
Showiz,Inc.
iPilot,Inc.
Streaming21,Inc.
Vweb Corporation
Stocks
Solar Applied Materials Technology Corp.
Navitas Semiconductor Corporation (USD)
Sipp Technology Corporation
Fonestock Technology Inc.
Funds
Hua Nan Phoenix Money Market Fund
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
Financial assets at fair value through profit or loss - non - current
Financial assets at fair value through profit or loss - non - current
Financial assets at fair value through profit or loss - non - current
Financial assets at fair value through profit or loss - non - current
Financial assets at fair value through profit or loss - non - current
Financial assets at fair value through profit or loss - non - current
Financial assets at fair value through profit or loss - non - current
Financial assets at fair value through profit or loss - non - current
Financial assets at fair value through profit or loss - non - current
Financial assets at fair value through profit or loss - non - current
Financial assets at fair value through profit or loss - non - current
Financial assets at fair value through profit or loss - current
Financial assets at fair value through profit or loss - current
Financial assets at fair value through other comprehensive income -non - current
Financial assets at fair value through other comprehensive income -non - current
Financial assets at fair value through profit or loss - current
200
1,450
144
1
1
333
4,348
1,500
800
1,052
500
20
7
288
-
5,405
-
$ -
-
-
-
-
-
-
-
-
-
777
1,611
1,247
-
90,397
16.00
10.00
1.00
2.00
2.00
1.00
11.00
5.00
9.00
1.00
1.00
0.00
0.00
3.65
0.00
-
$ -
-
-
-
-
-
-
-
-
-
777
1,611
1,247
-
90,397

Note 1: Marketable securities in the table refer to stocks, bonds, beneficiary certificates and marketable securities derived from the above items that fall within the scope of IFRS 9, "Financial 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 3, Page 2

FIC GLOBAL, INC.

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

Year ended December 31, 2023

Table 4

Expressed in thousands of NTD

(Except as otherwise indicated)

Purchaser/seller Counterparty Relationship with the
counterparty
Transaction Compared to third party
transactions
Compared to third party
transactions
Notes/accounts receivable(payable) Notes/accounts receivable(payable) Footnote
Purchases
(sales)
Amount Percentage of
total purchases
(sales)
Credit term Unitprice Credit term Balance Percentage of
total notes/accounts
receivable (payable)
Prime GZ
Amertek
Ubiqconn
Prime Base
Prime Base Taiwan branch
Ruggon
Subsidiary
Subsidiary
Subsidiary
Sales
Sales
Sales
4,509,044
$ 2,516,404
174,507
67%
73%
5%
Periodic settlement or offsetting, the payment period was 120 days.
Periodic settlement or offsetting, the payment period was 60 days.
Periodic settlement or offsetting, the payment period was 60 days.
Same as non-related parties
Same as non-related parties
Same as non-related parties
Similar transactions with non- related parties
Similar transactions with non- related parties
Similar transactions with non- related parties
1,354,418
$ 146,930
28,889
64%
55%
8%

Note: These transactions are shown in revenue, and related transations were no longer disclosed.

Table 4, Page 1

FIC GLOBAL, INC.

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

Year ended December 31, 2023

Table 5

Expressed in thousands of NTD (Except as otherwise indicated)

Creditor Counterparty Relationship
with the
counterparty
Balance as at December 31,2023 Turnover rate Overdue Action taken Amount collected
subsequent to the
balance sheet dat
Allowance for doubtful accounts
Amount
FICG
Access
Brilliant
FICTA
3CEMS
Prime
Danriver
Broad GZ
Danriver GZ
Danriver System GZ
PUG
Prime GZ
Amertek
FIC, Inc.
Fic SZ
Access
FIC, Inc.
Danriver System
Broad
Broad
Broad
Danriver
Danriver System
FIC, Inc.
Prime Base
Prime Base Taiwan branch
Associates
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
850,000
$ 381,831
577,254
107,468
164,272
158,591
342,361
747,203
269,451
335,970
145,849
1,354,418
146,930
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
Note
4.18
2.61
-
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ -
-
-
-
-
-
-
-
-
-
376,702
146,930
-
$ -
-
-
-
-
-
-
-
-
-
-
-

Note: The calculation of turnover rate was not applicable because it was a loan to others.

Table 5, Page 1

Table 6

FIC GLOBAL, INC.

Significant inter-company transactions during the reporting period

Year ended December 31, 2023

Expressed in thousands of NTD

Table 6 Expressed in thousands of NTD
Number
(Note 1)
Companyname Counterparty Relationship
(Note 2)
Transaction (Except as otherwise indicated)
General ledger account Amount Transaction term Percentage of consolidated total
operating revenues or total assets
(Note 3)
0
1
2
3
4
5
6
7
8
9
10
11
12
FICG
Access
Brilliant
Ubiqconn
Amertek
Amertek
Broad GZ
Danriver GZ
Danriver System GZ
Danriver
Prime
3CEMS
Prime GZ
Prime GZ
PUG
FIC, Inc.
Fic SZ
Access
Ruggon
Prime Base Taiwan branch
Prime Base Taiwan branch
Broad
Danriver
Danriver System
Broad
PUG
Broad
Danriver System
Prime Base
Prime Base
FIC, Inc.
1
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
Other receivables-financing-related party
Other receivables-financing-related party
Other receivables-financing-related party
Sales
Accounts receivable
Sales
Other receivables-financing-related party
Other receivables-financing-related party
Other receivables-financing-related party
Other receivables-financing-related party
Other receivables-financing-related party
Other receivables-financing-related party
Other receivables-financing-related party
Accounts receivable
Sales
Other receivables-financing-related party
850,000
$ 381,831
577,254
174,507
146,930
2,516,404
747,203
269,451
335,970
342,361
310,121
158,591
164,272
1,354,418
4,509,044
145,849
Collection of payments at maturity according to the agreement.
Collection of payments at maturity according to the agreement.
Collection of payments at maturity according to the agreement.
The payment period was 30 days.
Periodic settlement or offsetting, the payment period was 60 days.
Periodic settlement or offsetting, the payment period was 60 days.
Collection of payments at maturity according to the agreement.
Collection of payments at maturity according to the agreement.
Collection of payments at maturity according to the agreement.
Collection of payments at maturity according to the agreement.
Collection of payments at maturity according to the agreement.
Collection of payments at maturity according to the agreement.
Collection of payments at maturity according to the agreement.
Periodic settlement or offsetting, the payment period was 120 days.
Periodic settlement or offsetting, the payment period was 120 days.
Collection of payments at maturity according to the agreement.
7%
3%
5%
1%
1%
19%
6%
2%
3%
3%
3%
1%
1%
11%
34%
1%

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: Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to consolidated total assets for balance sheet accounts and based on accumulated transaction amount for the period to consolidated total operating revenues for income statement accounts.

Note 4: If the amount of individual transactions does not reach 1% of the consolidated total revenue and 1% of the consolidated total assets, they will not be disclosed; in addition, as the transactions are shown in asset-income form, the relative transactions are not disclosed.

Table 6, Page 1

FIC GLOBAL, INC.

Information on investees Year ended December 31, 2023

Table 7

Expressed in thousands of NTD (Except as otherwise indicated)

Investor Investee Location Main business
activities
Initial investment amount Initial investment amount Shares held as at December 31,2023 as at December 31,2023 Net profit (loss)
of the investee for
the year ended
December 31,
2023
Investment
income (loss)
recognised by the
Company
for the year ended
December 31,
2023
Footnote
Balance
as at December
31,2023
Balance
as at December
31,2022
Number of shares Ownership (%) Book value
FICG First International Computer,
Inc.
FICTA Technology Inc.
3CEMS Corporation
Ubiqconn Technology, Inc.
LEO Systems, Inc.
Formosa21 Inc.
Geointelligence Systems, Inc.
Mobility Technology Group
Inc.
Taiwan
Taiwan
Cayman Islands
Taiwan
Taiwan
Taiwan
Taiwan
Cayman Islands
Computer system analysis, planning and maintenance, EMS and
import and export trade business
Communication product business
Investment
Manufacturing and sales of industrial computers, automotive
electronics, electronic components and peripheral equipment.
Sales of information software and hardware products, software
planning and design, computer hardware maintenance services,
system integration
Manufacture, distribution, renting, maintenance and import and
export trade business of computer system, data communication
system, peripheral equipment, terminal equipment and related
business machine.
Accept the commison of civil engineering planning and design
and related business
Investment
3,172,961
$ 514,547
1,291,806
580,144
13,391
5
561
273,240
3,172,961
$ 514,547
1,291,806
600,312
13,391
5
561
-
103,874
41,496
317,609
37,827
1,787
-
43
9,000
100.00
69.00
36.00
50.00
2.00
-
1
32.00
1,014,028
$ 405,033
1,582,287
694,964
28,796
5
704
268,654
12,318
$ 64,983
481,980
257,868
188,447
3,361
15,939
75,637)
(
13,222
$ 44,942
173,539
130,449
3,786
-
166
24,285)
(

Table 7, Page 1

Information on investees

Table 7

FIC GLOBAL, INC.

Year ended December 31, 2023

Expressed in thousands of NTD (Except as otherwise indicated)

Investor Investee Location Main business
activities
Initial investment amount Initial investment amount Shares held as at December 31,2023 as at December 31,2023 Net profit (loss)
of the investee for
the year ended
December 31,
2023
Investment
income (loss)
recognised by the
Company
for the year ended
December 31,
2023
Footnote
Balance
as at December
31,2023
Balance
as at December
31,2022
Number of shares Ownership (%) Book value
First International
Computer, Inc.
Brilliant World Limited
High Standard Global
Corporation
City Smarter Technologies
Corporation
Access Trend Limited
FIC First international
Holding B.V.
3CEMS Corporation
First international Computer
do Brasil Ltd.
Venture Gain Developments
Ltd.
LEO Systems, Inc.
Web Information Technology
Inc.
Lambert Newmedia, Inc.
British Virgin
Islands
British Virgin
Islands
Taiwan
British Virgin
Islands
Nederland
Cayman Islands
Brasil
British Virgin
Islands
Taiwan
Taiwan
Taiwan
Investment
Investment
Manufacture and sale of telecommunication equipment,
electronic components, computers, peripheral equipment and
office equipment.
International Trade business
Investment
Investment
Distribution of computers and peripheral equipment
Investment
Sales of information software and hardware products, software
planning and design, computer hardware maintenance services,
system integration
Manufacture, development, distribution, renting, maintenance
and import and export trade business of computer system, data
communication system, peripheral equipment, terminal equipment
and related business machine.
Computer equipment installation, retail sale of computer software
and digital information supply services
2,869,980
$ 2,704,361
2,860
617,994
913,148
1,267,081
266,992
3,182
124
28,348
2,800
2,869,980
$ 2,704,361
2,860
617,994
913,148
1,267,081
266,992
3,182
124
28,348
2,800
91,340
85,050
36
33,600
4,983
194,212
18,373
100
14
2,937
280
100.00
100.00
19.00
100.00
100.00
22.00
45.00
20.00
0.02
42.00
24.00
603,590
$ 593,116
512
471,985)
(
79,144
967,984
-
-
219
-
-
31,648
$ 18,598
687)
(
39,127)
(
1,325
481,980
-
-
188,447
-
-
-
-
-
-
-
-
-
-
-
-
-

Table 7, Page 2

Information on investees

FIC GLOBAL, INC.

Year ended December 31, 2023

Table 7

Expressed in thousands of NTD

(Except as otherwise indicated)

Investor Investee Location Main business
activities
Initial investment amount Initial investment amount Shares held as at December 31,2023 as at December 31,2023 Net profit (loss)
of the investee for
the year ended
December 31,
2023
Investment
income (loss)
recognised by the
Company
for the year ended
December 31,
2023
Footnote
Balance
as at December
31,2023
Balance
as at December
31,2022
Number of shares Ownership (%) Book value
FIC Holding
FICTA Technology
Inc.
3CEMS
3CEMS Europe B.V.
Ubiqconn Technology, Inc.
LEO Systems, Inc.
Formosa21 Inc.
Witology Technology
Company Limited
3CEMS Investiment
Management Limited
Prime Foundation Inc.
Danriver System Inc.
Danriver Inc.
Broad Technology,Inc.
Netherlands
Taiwan
Taiwan
Taiwan
Taiwan
Hong Kong
British Virgin
Islands
British Virgin
Islands
British Virgin
Islands
British Virgin
Islands
Purchase, sale and after-sales service of computers and parts
Manufacturing and sales of industrial computers, automotive
electronics, electronic components and peripheral equipment.
Sales of information software and hardware products, software
planning and design, computer hardware maintenance services,
system integration
Manufacture, distribution, renting, maintenance and import and
export trade business of computer system, data communication
system, peripheral equipment, terminal equipment and related
business machine.
Research on electronic related industry
Investment
Investment
Investment
Investment
Investment
785
$ 248,112
75,984
19,035
10,000
-
1,447,024
-
1,066,527
227,388
785
$ 248,112
75,984
19,035
10,000
-
1,447,024
-
1,066,527
227,388
7
14,751
3,367
2,038
1,000
-
27,403
8,500
30,000
5,000
100.00
20.00
4.00
29.00
25.00
100.00
100.00
100.00
100.00
100.00
-
$ 271,005
54,326
22,029
7,223
789)
(
3,582,417
87,470)
(
848,141
169,168)
(
-
$ 257,868
188,447
3,361
6,542)
(
175)
(
414,665
1,589)
(
40,508
7,170
-
$ -
-
-
-
-
-
-
-
-
Note

Table 7, Page 3

FIC GLOBAL, INC.

Information on investees Year ended December 31, 2023

Table 7

Expressed in thousands of NTD (Except as otherwise indicated)

Investor Investee Location Main business
activities
Initial investment amount Initial investment amount Shares held as at December 31,2023 as at December 31,2023 Net profit (loss)
of the investee for
the year ended
December 31,
2023
Investment
income (loss)
recognised by the
Company
for the year ended
December 31,
2023
Footnote
Balance
as at December
31,2023
Balance
as at December
31,2022
Number of shares Ownership (%) Book value
Prime
Prime Technology
(Guangzhou) Inc.
Ubiqconn
Technology, Inc.
Perfect Union Global Inc.
Prime Base Inc.
Ruggon Corporation
Ubiqconn Technology (USA)
Inc.
British Virgin
Islands
Cayman Islands
Taiwan
USA
Investment
Investment, assembly service and trading of printed circuit board
and electronic parts and components
Trade of industrial computers, automotive products, electronic
components and peripheral equipment.
Trade of industrial computers, automotive products, electronic
components and peripheral equipment.
2,681,086
$ 3,287
110,768
31,871
2,681,086
$ 3,287
110,768
16,708
82,332
100
12,000
10,500
100.00
100.00
100.00
100.00
3,420,074
$ 287,312
84,888
16,531
419,536
$ 112,632
40,812
1,613)
(
-
-
-
-

Note: As of December 31, 2023, the investment has not yet been remitted

Table 7, Page 4

Table 8

FIC GLOBAL, INC.

Information on investments in Mainland China

Year ended December 31, 2023

Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for the year ended December 31, 2023

Investee in
Mainland China
Main business
activities
Paid-in capital Investment
method
Note 1
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of January 1,
2023
Remitted to
Mainland China
Remitted back
to Taiwan
Accumulated
amount
of remittance
from Taiwan to
Mainland China
as of December
31,
2023
Net income of
investee
for the year ended
December 31,2023
Ownership
held by
the
Company
(direct or
indirect)
Investment income
(loss) recognised
by the Company
for the year ended
December 31, 2023
(Note 2)
Book value of
investments in
Mainland China
as of December 31,
2023
Accumulated
amount
of investment
income
remitted back to
Taiwan as of
December 31,
2023
Footnote
Shanghai Zhong Chuan Plastics Co., Ltd.
Guangzhou Han Rigid Corporation
Shanghai User Electronics Co., Ltd.
Broad Technology (Guangzhou) Inc.
Prime Technology (Guangzhou) Inc.
Danriver Technology (Guangzhou) Inc.
Fic (Suzhou) Inc.
Broadteam Electronics (Guangzhou) Inc.
Danriver System (Guangzhou) Inc.
Delton Electronics (Guangzhou) Inc.
Production and sales of electronic
components and plastic stationery and
toys.
Production and sales of PVC Rigid
Film
Production and sales of software and
hardware, computer case and
accessories
Real estate leasing business
Production and sales of main board
Real estate leasing business
Real estate leasing business
Production and sales of printed circuit
board
Production and sales of printed circuit
board
Production and sales of printed circuit
board
121,346
$ 1,304,800
35,230
750,260
772,439
293,580
3,082,634
820,854
326,000
900,312
2
2
2
2
2
2
2
2
2
2
121,346
$ 195,720
6,850
587,160
391,440
391,440
2,915,573
-
-
-
-
$ -
-
-
-
-
-
-
-
-
-
$ -
-
-
-
-
88,441
-
-
-
121,346
$ 195,720
6,850
587,160
391,440
391,440
2,827,132
-
-
-
-
$ -
-
9,948
456,564
32,041
18,231
-
9,985
-
-
-
-
58
50
58
100
-
58
-
-
$ -
-
5,797
232,673
18,670
18,231
-
5,818
-
-
$ -
-
1,111,012
3,875,730
382,833
588,717
-
430,366
-
-
$ -
-
-
-
-
-
-
-
-
Note 11
Note 11
Note 2 (2)C
Note 2 (2)B,
Note 10
Note 2 (2),
Note 7, Note 10
Note 2 (2)B,
Note 7, Note 10
Note 2 (2)B,
Note 12
Note 4, Note 7,
Note 10, Note 11
Note 2 (2)C,
Note 5, Note 7,
Note 10
Note 6, Note 7,
Note 8, Note 11

Table 8, Page 1

Table 8

FIC GLOBAL, INC.

Information on investments in Mainland China

Year ended December 31, 2023

Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for the year ended December 31, 2023

Investee in
Mainland China
Main business
activities
Paid-in capital Investment
method
Note 1
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of January 1,
2023
Remitted to
Mainland China
Remitted back
to Taiwan
Accumulated
amount
of remittance
from Taiwan to
Mainland China
as of December
31,
2023
Net income of
investee
for the year ended
December 31,2023
Ownership
held by
the
Company
(direct or
indirect)
Investment income
(loss) recognised
by the Company
for the year ended
December 31, 2023
(Note 2)
Book value of
investments in
Mainland China
as of December 31,
2023
Accumulated
amount
of investment
income
remitted back to
Taiwan as of
December 31,
2023
Footnote
Ficus Systems (Shanghai) Inc.
Success Technology (GuangZhou) Inc.
Amertek Computer (Shenzhen) Co., Ltd.
Amerwave Technology (Shenzhen) Co.,
Ltd.
China Applied Technology Co., Ltd.
Amerwis Technology (Shenzhen) Co.,
Ltd.
Production and sales of mobile phone
and related accessories
Production and sales of printed circuit
board
Production and sales of desk personal
computers, main board
Production and sales of computer host,
main board and control board
Internet of Things (IoT), Development
of intelligent technology, Technology
transfer, Technological consultancy
and service, Import and export business
of goods and technology.
Providing research&development
services and trading
68,750
$ 336,363
747,896
282,750
57,580
894
2
2
2
2
2
2
-
$ -
-
-
-
-
-
$ -
-
-
-
-
-
$ -
-
-
-
-
-
$ -
-
-
-
-
-
$ -
126,470
31,319
-
223)
(
-
-
58
19
-
58
-
$ -
73,694
11,376
-
130)
(
-
$ -
1,430,143
47,602
-
797
-
$ -
-
-
-
-
Note 7, Note 11
Note 9, Note 11
Note 2 (2)B,
Note 10
Note 2 (2)B,
Note 9
Note 8, Note 11
Note 2 (2)B,
Note 9

Table 8, Page 2

Table 8

FIC GLOBAL, INC.

Information on investments in Mainland China

Year ended December 31, 2023

Investment amount Ceiling on approved by the investments in Investment Mainland China Commission of the imposed Accumulated amount of remittance Ministry of by the Investment from Taiwan to Mainland China as of Economic Affairs Commission of Company name December 31, 2023 (MOEA) MOEA FIC GLOBAL, INC. AND $ 4,823,206 $ 5,887,682 $ 2,552,192 SUBSIDIARIES

Note 1: Investment methods are classified into the following three categories; fill in the number of category each case belongs to

  • (1) Directly invest in a company in Mainland China.

  • (2) Through investing in an existing company in the third area, 3CEMS, Zircon and High standard which then invested in the investee in Mainland China

Note 2: In the Investment income (loss) recognized by the Company for the year ended December 31, 2023 column:

  • (1) Indicate if the company did not accrue investment income or loss since it was still in preparation.

  • (2) Indicate the basis for investment income (loss) recognition in the number of one of the following three categories:

  • A.The financial statements were audited and attested by international accounting firms which are in collaborative relationships whith accounting firms in R.O.C.

B.The financial statements were audited and attested by R.O.C. parent company’s CPA.

  • C. Others : The investment income or loss is recognized on the basis of the unreviewed financial statements for the same period.

Note 3: The numbers in this table are expressed in New Taiwan dollars, Note 4: Broadteam Electronics (Guangzhou) Inc. is based on Jing-Shen-II-Zi Letter No. 91007611 (經審二字第 91007611 號函) as approved by the investment Commission, Ministry of Economic Affairs. As the funds are from the FICG’s own funds of its indirectly controlled subsidiaries, there are no funds remitted.

Note 5: Danriver System (Guangzhou) Inc. is based on Jing-Shen-II-Zi Letter No. 92017614 ( 經審二字第 92017614 號函 ) as approved by the investment Commission, Ministry of Economic Affairs, but the funds are from the FICG’s own funds of its indirectly controlled subsidiaries, so there are no funds remitted. Note 6: Delton Electronics (Guangzhou) Inc. is based on Jing-Shen-II-Zi Letter No. 92008097 ( 經審二字第 92008097 號函 ) as approved by the investment Commission, Ministry of Economic Affairs, but the funds are from the FICG’s own funds of its indirectly controlled subsidiaries, so there are no funds remitted. Note 7: The investment in Mainland China held by First International Computer, Inc. had been sold to its parent company, FIC GLOBAL, INC. in 2015, which has not been approved by the investment Commission of the Ministry of Economic Affairs as of December 31, 2023. Note 8: As of December 31, 2023, the indirectly acquired of investment in Mainland China business which are the investee purchased by the subsidiary established through in the third area has not been approved by the investment Commission of the Ministry of Economic Affairs. Note 9: As of December 31, 2023, the investment in Mainland China which are invested through investing in the subsidiary in the third area has not been approved by the investment Commission of the Ministry of Economic Affairs. Note 10: As of December 31, 2023, Amertek Limited repaid the accounts payable of First International Computer, Inc. by using the shares of 3CEMS Corp. and CEMS Inc., the repayment amounted to 817,019 thousand and 53,074 thousand.

The company acquired the residual property (owning the long-term equity investments of 3CEMS Corp.) due to the liquidation of CEMS Inc. in 2011, amounted to $258,471. Note 11: All the ownership has been sold. Note 12: As of December 31, 2023, Fic (Suzhou) Inc. reduced its capital by cash amounting to 149,900 thousand, of which 8,994 thousand had been collected, only are not approved by the investment Commission of the Ministry of Economic Affairs. Note 13: The carrying amount of the investments in the Mainland China investees are presented at the end of the period.

Table 8, Page 3

FIC GLOBAL, INC.

Major shareholders information

December 31, 2023

Table 9

Name of major shareholders Shares Shares
Total shares owned Owership
Chia Chao Investment Inc.
WYC God-loving Foundation for Charity
CGCH Education Charitable Trust Fund
Zong Jing Investment Inc.
Chi Hsin Investment Inc.
45,723,836
35,292,065
32,000,000
16,860,370
15,021,646
19.48%
15.03%
13.63%
7.18%
6.40%
  • Note 1: The major shareholders information was derived from the data that the Company issued common shares (including treasury shares) and preference shares in dematerialised form which were registered and held by the shareholders above 5% on the last operating date of each quarter and was calculated by Taiwan Depository & Clearing Corporation. The share capital which was recorded in the financial statements is different from the actual number of shares issued in dematerialised form because of the different calculation basis.

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

Table 9, Page 1

FIC GLOBAL, INC. CHANGES IN INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD FOR THE YEAR ENDED DECEMBER 31, 2023

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

Form 1

Name Balance at January1,2023 Balance at January1,2023 Addition(Note) Addition(Note) Decrease(Note) Decrease(Note) Balance at December 31,2023 Balance at December 31,2023 Balance at December 31,2023 Market Value or Net Assets
Value
Market Value or Net Assets
Value
Collateral or
pledged
Number of
shares
(in thousands)
Amount Number of
shares
(in thousands)
Amount Number of
shares
(in thousands)
Amount Number of
shares
(in thousands)
Ownership Amount Unitprice Totalprice
First
International
Computer, Inc.
FICTA
Technology,
Inc.
Ubiqconn
Technology,
Inc.
3CEMS
Corporation
Geointelligence
Systems, Inc.
Formosa21 Inc.
LEO Systems,
Inc.
Mobility
Technology
Group
86,968
41,496
39,142
317,609
43
1
1,787
-
970,987
$ 357,512
598,337
1,400,350
626
5
29,080
-
3,356,897
$
16,906
-
-
-
-
-
-
9,000
75,837
$ 47,644
168,152
222,587
165
-
4,306
292,939
811,630
$
-
-
1,315)
(
-
-
-
-
-
32,796)
($ 123)
(
71,525)
(
40,650)
(
87)
(
-
4,590)
(
24,285)
(
174,056)
($
103,874
41,496
37,827
317,609
43
1
1,787
9,000
100%
69%
50%
36%
1%
-
2%
35%
1,014,028
$ 405,033
694,964
1,582,287
704
5
28,796
268,654
3,994,471
$
9.80
10.77
18.37
4.98
16.37
5.00
34.40
19.01
1,018,479
$ 447,111
694,964
1,583,015
704
5
61,485
171,068
3,976,831
$
None
"
"
"
"
"
"
"

Note: The changes in the year included the recognition of gain (loss) on investment accounted for using the equity method and share of other comprehensive income, cash dividends, disposal proceeds and the shareholders’ equity of investees

Form 1, Page1

FIC GLOBAL, INC. GENERAL AND ADMINISTRATIVE EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2023

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

Form 2

==> picture [506 x 149] intentionally omitted <==

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

Item Amount Note
Wages and salaries $ 6,017
Service fees 6,707
Postage expenses 1,054
Others The balance of each item has not
exceeded 5% of the operating
expenses.
4,171
$ 17,949
----- End of picture text -----

Form 2, Page1