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FICG — Audit Report / Information 2024
Nov 14, 2024
52367_rns_2024-11-14_59c45c44-f528-4fff-b800-1ae8e6729c39.pdf
Audit Report / Information
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FIC GLOBAL, INC.
PARENT COMPANY ONLY FINANCIAL
STATEMENTS AND INDEPENDENT AUDITORS’
REPORT DECEMBER 31, 2024 AND 2023
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.
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FIC GLOBAL, INC.
DECEMBER 31, 2024 AND 2023 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 ~ 58 16 16 16 ~ 18 18 ~ 27 28 28 ~ 45 |
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Contents Page/Number/Index
| (7) Related Party Transactions |
46 ~ 49 | |
|---|---|---|
| (8) Pledged Assets |
49 | |
| (9) Significant Contingent Liabilities and Unrecognized Contract |
49 | |
| Commitments | ||
| (10) Significant Disaster Loss | 49 | |
| (11) Significant Events after the Balance Sheet Date | 50 | |
| (12) Others | 50 ~ 57 | |
| (13) Supplementary Disclosures | 57 ~ 58 | |
| 9. | Statements of Major Accounting Items | |
| Changes in Investments Accounted for Using the Equity Method | Form 1 | |
| Bonds payable | Note 6(6) | |
| General and administrative expenses | Form 2 | |
| Other gains and losses | Note 6(15) | |
| Finance costs | Note 6(16) | |
| Summary of employee benefits, depreciation, and amortization | Note 6(17) |
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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, 2024 and 2023, 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, 2024 and 2023, 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.
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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, 2024. 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, 2024 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(4) for details of investments accounted for using equity method.
As of December 31, 2024, the balance of FICG’s investments in its subsidiaries amounted to $5,176,842 thousand, constituting 93% 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(33) of the consolidated financial statements for accounting policies on revenue recognition, and Note 6(20) of the consolidated financial statements for details of operating revenue.
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FICG’s subsidiaries are primarily engaged in the research and development, production and sales of optical communication, 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:
-
Obtained an understanding of, and assessed FICG’s subsidiaries’ internal controls over sales transactions.
-
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(5) 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
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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:
-
Assessed the policy on allowance for inventory valuation loss based on our understanding of the operations and industry of FICG’s subsidiaries.
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Inspected the management’s individually identified out-of-date inventory list and checked the related supporting documents.
-
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$517,011 thousand and NT$703,192 thousand, constituting 9% and 14% of total assets as of December 31, 2024 and 2023, respectively, and the share of profit of associates accounted for using the equity method amounted to NT$4,018 thousand and NT$33,370 thousand, constituting 3% and 12% 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.
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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:
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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.
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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.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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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.
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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.
-
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.
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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.
Chang, Shu-Chiung
Lin, Po-Chuan
For and on Behalf of PricewaterhouseCoopers, Taiwan March 31, 2025
------------------------------------------------------------------------------------------------------------------------------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.
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FIC GLOBAL, INC. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollar)
| Assets | Notes 6(1) 6(3) 7 7 6(4) and 7 |
December 31, 2024 AMOUNT % $60,672140,0001515-78---442-101,70725,468,5629831-611-5,469,20498$5,570,911100 |
December 31, 2023 | December 31, 2023 |
|---|---|---|---|---|
AMOUNT$60,67240,00051578-442101,7075,468,562316115,469,204$5,570,911 |
AMOUNT$52,660-51522850,3061,076904,5793,994,471181,2783,995,767$4,900,346 |
% | ||
| Current assets 1100 Cash and cash equivalents 1136 Current financial assets at amortised cost 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 |
1---17- |
|||
18 |
||||
82-- |
||||
82 |
||||
100 |
(Continued)
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FIC GLOBAL, INC. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollar)
| Liabilities and Equity | December 31, 2024 December 31, 2023 Notes AMOUNT % AMOUNT % 6(2) $10,932-$5,039-6(5) 14,399-25,076-7 12,991---4,346-12,036-6(6) 580,1251133,884152-46-622,8451176,08116(6) --570,611127 170,0003--170,0003570,61112792,84514646,692136(9) 2,365,266422,346,758486(10) 1,639,600301,090,188236(11) 134,1952100,9862427,5528379,8908553,79310763,38415(342,340) (6) (427,552) (9 )4,778,066864,253,6548711 $5,570,911100$4,900,346100 |
|---|---|
| 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 2620 Long-term notes and accounts payable to related parties 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.
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FIC GLOBAL, INC.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars, except earnings per share)
| Items | Year ended December 31 2024 2023 Notes AMOUNT % AMOUNT % 6(12) and 7 $57,825100$363,1951006(17) (17,247) (30) (17,949) (5)(17,247) (30) (17,949) (5)40,57870345,246956(13) and 7 4,452810,62036(14) and 7 13,613235,62626(15) (13,456) (23) (5,381) (2)6(16) and 7 (12,672) (22) (11,936) (3)(8,063) (14) (1,071)-32,51556344,175956(18) (6,188) (10) (12,035) (4)$26,32746$332,14091$10,05317$17,951510,0531717,951570,744122 (72,651) (20)13,668246,989284,412146 (65,662) (18)$94,465163 ($47,711) (13)$120,792209$284,429786(19) $0.11$1.49$0.11$1.42 |
|---|---|
| 4000 Operating revenue Operating expenses 6200 General and administrative expenses 6000 Operating 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 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.
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FIC GLOBAL, INC.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars )
| 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 Year ended December 31, 2024 Balance, January 1, 2024 Profit for the year Other comprehensive income (loss) for the year Total comprehensive income Appropriations of 2023 earnings: Legal reserve Special reserve Cash dividends of ordinary share Changes in ownership interests in subsidiaries Conversion of convertible bonds Changes in equity of associates and joint ventures accounted for using equity method Disposal of investments in equity instruments designated at fair value through other comprehensive income by investments accounted Balance, December 31, 2024 |
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(11) 6(8)(9)(10) 6(10) 6(10) 6(9)(10) 6(10) 6(4)(10) 6(11) 6(10) 6(9)(10) 6(10) |
$2,151,721------100,000--95,037--$2,346,758$2,346,758-------18,508--$2,365,266 |
$439,563------415,40772,63033,71184,34712,42032,110$1,090,188$1,090,188------486,19318,03345,186-$1,639,600 |
$52,361 - - - 48,625 - - - - - - - - $100,986 $100,986 - - - 33,209 - - - - - - $134,195 |
$290,770----89,120-------$379,890$379,890----47,662-----$427,552 |
$676,830332,140(49 )332,091(48,625 )(89,120 )(107,792 )------$763,384$763,38426,32711,00837,335(33,209 )(47,662 )(164,300 )---(1,755 )$553,793 |
($376,767 )-(65,662 )(65,662 )---------($442,429 )($442,429 )-84,41284,412-------($358,017 ) |
($3,123 ) -18,00018,000---------$14,877$14,877-(955 ) (955 ) ------1,755$15,677 |
$3,231,355332,140(47,711 )284,429--(107,792 )515,40772,63033,711179,38412,42032,110$4,253,654$4,253,65426,32794,465120,792--(164,300 )486,19336,54145,186-$4,778,066 |
The accompanying notes are an integral part of these parent company only financial statements.
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FIC GLOBAL, INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars)
| 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 Impairment loss on non-financial assets Changes in operating assets and liabilities Changes in operating assets Other receivables Other receivables due frome related parties Changes in operating liabilities Other payables Other payables - related parties Other current liabilities, others Cash inflow (outflow) generated from operations Interest received Dividends received Interest paid Income taxes paid Net cash flows from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at amortised cost Acquisition of investments accounted for using equity method Proceeds from disposal of investments accounted for using equity method Acquisition of property and equipment Increase in financing receivable from related parties Net cash flows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuing bonds Repayments of bonds Increase in long-term notes and accounts payable to related parties Decrease in financing payable to related parties Cash dividends paid Proceeds from issuing shares Net cash flows from financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
Year ended December 31 Notes 2024 2023 $32,515 $344,1756(17) 1266(17) 6676666(2)(15) 5,9141,9576(16) 12,67211,9366(13) (4,452 ) (10,620 )6(8) -2646(4)(12) (35,982 ) (341,819 )6(4)(15) 9,118-(2 ) (16 )306 (306 )(10,678 )481- (13,980 )6 9 10,096 (7,247 )4,39810,75241,60823,457(421 ) (2,199 )(13,244 ) (9,963 )42,437 14,800 (40,000 )-6(4) - (273,240 )6(4) and 7 -52,600(25 )-- (850,000 )(40,025 ) (1,070,640 )6(21) -601,5836(21) (100 )-6(21) 170,000-6(21) - (123,200 )6(11) (164,300 ) (107,792 )6(9) - 500,000 5,600 870,591 8,012 (185,249 )52,660 237,909 $60,672 $52,660 |
|---|---|
The accompanying notes are an integral part of these parent company only financial statements.
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FIC GLOBAL, INC. NOTES TO THE PARENT COMPANY ONLY FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
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.
- 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, 2025.
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 2024 are as follows:
| New Standards, Interpretations and Amendments | Effective date by International Accounting StandardsBoard |
|---|---|
| Amendments to IFRS 16, ‘Lease liability in a sale and leaseback’ Amendments to IAS 1, ‘Classification of liabilities as current or non- current’ Amendments to IAS 1, ‘Non-current liabilities with covenants’ Amendments to IAS 7 and IFRS 7, ‘Supplier finance arrangements’ |
January 1, 2024 January 1, 2024 January 1, 2024 January 1, 2024 |
The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.
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(2) Effect of new issuances of or amendments to IFRS Accounting Standards as endorsed by the FSC but
not yet adopted by the Company
New standards, interpretations and amendments endorsed by the FSC effective from 2025 are as follows:
| Effective date by | |
|---|---|
| International Accounting | |
| New Standards,Interpretations and Amendments | Standards Board |
| Specific provisions of Amendments to IFRS 9 and IFRS 7, | January 1, 2026 |
| ‘Amendments to the classification and measurement of financial | |
| instruments’ | |
| 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.
(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:
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Effective date by
International Accounting
New Standards, Interpretations and Amendments Standards Board
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| New Standards,Interpretations andAmendments | Effective date by International Accounting StandardsBoard |
|---|---|
| Specific provisions of Amendments to IFRS 9 and IFRS 7, | January 1, 2026 |
| ‘Amendments to the classification and measurement of financial | |
| instruments’ | |
| Amendments to IFRS 9 and IFRS 7, ‘Contracts referencing nature- | January 1, 2026 |
| dependent electricity’ | |
| 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’ | |
| IFRS 18, ‘Presentation and disclosure in financial statements’ | January 1, 2027 |
| IFRS 19, ‘Subsidiaries without public accountability: disclosures’ | January 1, 2027 |
| Annual Improvements to IFRS Accounting Standards—Volume 11 | January 1, 2026 |
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Except for the following, the above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment. IFRS 18, ‘Presentation and disclosure in financial statements’
IFRS 18, ‘Presentation and disclosure in financial statements’ replaces IAS 1. The standard introduces a defined structure of the statement of profit or loss, disclosure requirements related to managementdefined performance measures, and enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes.
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.
(2) Basis of preparation
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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.
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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.
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A. Foreign currency transactions and balances
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(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.
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(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.
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(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.
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(d) All foreign exchange gains and losses are presented in the statement of comprehensive income within ‘other gains and losses’.
-
B. Translation of foreign operations
-
(a) The operating results and financial position of all the 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.
~19~
-
(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 that are expected to be realized, or are intended to be sold or consumed in the normal operating cycle;
-
(b) Assets that are held primarily for the purpose of trading;
-
(c) Assets that are expected to be realized within twelve months after the reporting period;
-
(d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to settle liabilities for at least twelve months after the reporting period.
-
B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:
-
(a) Liabilities that are expected to be settled in the normal operating cycle;
-
(b) Liabilities that are held primarily for the purpose of trading;
-
(c) Liabilities that are due to be settled within twelve months after the reporting period;
-
(d) It does not have the right at the end of the reporting period to defer settlement of the liability at least twelve months after the reporting period.
(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.
~20~
(6) Financial assets at amortized cost
The Company’s time deposits which do not fall under cash equivalents are those with a short maturity period and are measured at initial investment amount as the effect of discounting is immaterial.
(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 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.
~21~
-
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 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.
~22~
-
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 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.
~23~
- 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.
(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:
~24~
-
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.
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.
~25~
- 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.
~26~
-
C. Deferred tax is recognized, using the balance sheet liability method, on temporary differences 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
-
A. 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.
-
B. Refer to Note 4(10) for accounting policies of investment revenue.
~27~
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 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 |
December31,2024 24,608 $ 36,064 60,672 $ |
December31,2023 |
| 35,158 $ 17,502 |
||
| 52,660 $ |
-
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
| Items Current items: Financial liabilities held for trading Derivative instruments - Call/put options of convertible bonds |
December31,2024 10,932 $ |
December31,2023 |
|---|---|---|
| 5,039 $ |
Amounts recognized in profit or loss in relation to financial assets and liabilities at fair value through profit or loss are listed below:
| Year ended December31 | Year ended December31 | |||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Financial assets and liabilities mandatorily | ||||
| measured at fair value through profit or loss | ||||
| Derivative instruments | ($ | 5,914) | ($ | 1,957) |
~28~
(3) Financial assets at amortized cost
| Items Current items: Time deposits with original maturity over three months |
December31,2024 40,000 $ |
December31,2023 - $ |
|---|---|---|
- A. Amounts recognized in profit or loss in relation to financial assets at amortized cost are listed below:
| Interst income | Year ended December31 | Year ended December31 |
|---|---|---|
| 2024 307 $ |
2023 | |
| - $ |
-
B. As at December 31, 2024 and 2023, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the financial assets at amortized cost held by the Group was $40,000 and $0, respectively.
-
C. The Company had no financial assets at amortized cost pledged to others as collateral.
-
D. Information relating to credit risk of financial assets at amortized cost is provided in Note 12(2). The counterparties of the Company’s investments in certificates of deposits are financial institutions with high credit quality, so the Company expects that the probability of counterparty default is remote.
(4) Investments accounted for using equity method
| First International Computer, Inc. FICTA Technology Inc. Ubiqconn Technology, Inc. 3CEMS Corporation LEO Systems, Inc. Formosa21 Inc. Geointelligence Systems, Inc. Ideenion Holding Inc. (Note) Subsidiaries: Associates: |
December | December | Carryingamount 31,2024 |
December | December | Carryingamount 31,2023 |
||
|---|---|---|---|---|---|---|---|---|
| Ownership (%) | Ownership (%) | |||||||
| 100 69 44 61 2 - 1 27 |
1,881,639 $ 487,899 933,998 1,873,306 28,375 4 733 262,608 5,468,562 $ |
100 69 50 36 2 - 1 35 |
1,014,028 $ 405,033 694,964 1,582,287 28,796 5 704 268,654 3,994,471 $ |
~29~
Investment profit or loss (shown as operating revenue) recognized by the Company for the years ended December 31, 2024 and 2023 are listed below:
| YearendedDecember31 | YearendedDecember31 | YearendedDecember31 | YearendedDecember31 | |||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Subsidiaries: | ||||||
| First International Computer, Inc. | ($ | 89,392) |
$ | 13,222 |
||
| FICTA Technology Inc. | 505 | 44,942 | ||||
| Ubiqconn Technology, Inc. | ( | 26,937) |
130,449 | |||
| 3CEMS Corporation | 202,451 |
173,539 | ||||
| Associates: | ||||||
| LEO Systems, Inc. | 2,881 |
3,786 | ||||
| Formosa21 Inc. | - | - |
||||
| Geointelligence Systems, Inc. | 128 | 166 | ||||
| Ideenion Holding Inc. (Note) | ( | 53,654) |
( | 24,285) |
||
| $ | 35,982 | $ | 341,819 |
Note: Mobility Technology Group Inc. was renamed as Ideenion Holding Inc. in June 2024.
A. Subsidiaries
-
(a) Refer to Note 4(3) of the consolidated financial statements for the year ended December 31, 2024 for the information regarding the Company’s subsidiaries.
-
(b) 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(28) of the consolidated financial statements for details.
-
(c) In February 2024, FIC, Inc. increased its cash capital by issuing new shares. The Company used $850,000 of monetary claims to pay for all the shares.
-
(d) Ubiqconn increased cash capital in May 2024. The Company did not acquire shares proportionally to its interest. As a result, the shareholding ratio of the Company in Ubiqconn changed from 50% to 44%. As the transaction did not change the Group’s control over this subsidiary, it was regarded as an equity transaction. Refer to Note 6(28) of the consolidated financial statements for details.
~30~
- (e) In December 2024, 3CEMS Corporation acquired an additional 40.59% of its own shares for a total consideration of $1,927,443. The carrying amount of non-controlling interest in 3CEMS Corporation was $2,078,979 at the acquisition date. This transaction resulted in a decrease in the non-controlling interest by $2,020,414 and an increase in the equity attributable to owners of the parent by $92,971. Refer to Note 6(28) 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, 2024, 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 Ideenion Holding Inc. (formerly Mobility Technology Group Inc.) for a consideration of $273,240 in March 2023. In addition, the company 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, Ideenion Holding Inc. exercised 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%. Ideenion Holding Inc. increased its capital in February, April and July 2024. The Company did not acquire shares proportionally to its interest. As a result, the shareholding ratio decreased from 35% to 27%.
~31~
- (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:
As of December 31, 2024 and 2023, the carrying amount of the Company’s individually immaterial associates amounted to $291,720 and $298,159, respectively.
| Year ended December 31 | Year ended December 31 | Year ended December 31 | ||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Loss for the year | ($ | 50,645) |
($ | 20,333) |
| Other comprehensive income, net of income tax |
12,153 |
8,112 |
||
| Total comprehensive loss | ($ | 38,492) |
($ | 12,221) |
- (e) The fair value of the Company’s associates with quoted market prices is as follows:
LEO Systems, Inc.
| December | 31,2024 | December31,2023 |
|---|---|---|
| $ | 55,944 |
61,485 $ |
- (f) As the recoverable amount of the investment in Ideenion Holding Inc. was lower than the carrying amount, the Company recognised an impairment loss of $9,118 for the year ended December 31, 2024.
(5) Other payables
| Other payables | ||||||
|---|---|---|---|---|---|---|
| December | 31, 2024 | December | 31,2023 | |||
| Shares payable | $ | 11,916 |
$ | 12,131 |
||
| Employees’ compensation and directors’ and supervisors’ remuneration payable |
1,075 | 11,377 | ||||
| Wages, salaries and bonuses payable | 734 | 679 | ||||
| Others | 674 | 889 | ||||
| $ | 14,399 | $ | 25,076 |
|||
| Bonds payable | ||||||
| December | 31,2024 | December | 31,2023 | |||
| Bonds payable | $ | 597,400 |
$ | 634,200 |
||
| Less: Discount on bonds payable | ( | 17,275) |
( | 29,705) |
||
| 580,125 | 604,495 | |||||
| Less: Current portion of put options | ( | 580,125) |
( | 33,884) |
||
| $ | - |
$ | 570,611 |
(6) Bonds payable
-
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:
-
(a) Issuance period: 3 years (September 10, 2021 to September 10, 2024)
-
(b) Coupon rate: 0% fixed per annum
~32~
- (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.
- (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 $18.87 (in dollars) on December 31, 2024.
- (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 (September 10, 2023).
- (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 period from January 1, 2024, to September 10, 2024, the first convertible bonds totaling $34,200 had been converted into 1,813 thousand shares of common stock.
~33~
-
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%.
-
D. The convertible bonds had expired on September 10, 2024, and the face value totaling $699,900 had been converted into 36,142 thousand shares of common stock. Due to the conversion, capital surplus of $347,347 was incurred and capital surplus - share options decreased by $38,193. The Group had repaid the unconverted bonds totaling $100 (face value) and transferred expired conversion options of $5 to other capital surplus simultaneously.
-
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:
-
(a) Issuance period: 3 years (May 31, 2023 to May 31, 2026)
-
(b) Coupon rate: 0% fixed per annum
-
(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.
-
(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.
-
(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 $64.26 (in dollars) on December 31, 2024.
-
~34~
(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 (May 31, 2025).
- (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, 2024 the second convertible bonds totaling $2,500 had been converted into 38 thousand shares of common stock. As of December 31, 2024, the second convertible bonds totaling $2,600 had been converted into 40 thousand shares of common stock.
-
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%.
(7) 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, 2024 and 2023 were $245 and $219, respectively.
~35~
(8) Share-based payment
- A. For the year ended December 31, 2024, the Company’s share-based payment arrangements were as follows:
| Type ofarrangement Cash capital increase reserved for employee preemption |
Grant date Quantity granted (inthousands) Vesting conditions 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 (indollars) |
Exercise price (indollars) |
Expected price volatility Expected option life 52.74% (Note) 0.05 year |
Risk-free interest rate |
Fair value per unit (indollars) |
|---|---|---|---|---|---|---|
| Cash capital increase reserved for employee preemption |
2023. 07.13 |
65.4 | 50 | 1.09% | 15.453 |
-
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:
| Equity-settled | 2024 2023 - 264 Year ended December31 |
2024 2023 - 264 Year ended December31 |
|---|---|---|
| 264 |
(9) Share capital
- A. As of December 31, 2024, the Company’s authorized capital was $25,000,000, and the paid-in capital was $2,365,266 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:
| January 1 Cash capital increase Conversion of convertible bonds December 31 |
2024 234,676 - 1,851 236,527 |
2023 |
|---|---|---|
| 215,172 10,000 9,504 |
||
| 234,676 |
~36~
-
B. On 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 related registration had been completed on September 1, 2023.
-
C. For the year ended December 31, 2024, the Company converted convertible bonds totalling $36,700 into 1,851 thousand shares of common stock. The registration procedure had been completed.
-
D. 21,000 thousand shares of the share capital issued as of December 31, 2024 and 2023 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.
(10) 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 paidin capital each year. Capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.
| At January 1 Changes in ownership interests in subsidiaries Conversion of convertible bonds Changes in equity of associates and joint ventures accounted for using equity method At December 31 |
2024 | ||||||
|---|---|---|---|---|---|---|---|
| Share premium |
Difference between consideration and carrying amount of subsidiaries acquired or disposed |
Changes in ownership interests in subsidiaries |
Net change in equity of associates |
Options | Others | Total | |
| 765,693 $ - 20,040 - 785,733 $ |
194,508 $ - - - 194,508 $ |
80,941 $ 486,193 - - 567,134 $ |
13,036 $ - - 45,186 58,222 $ |
35,577 $ - 2,012) ( - 33,565 $ |
433 $ - 5 - 438 $ |
1,090,188 $ 486,193 18,033 45,186 1,639,600 $ |
~37~
2023
Difference between
| Difference between |
2023 | ||||||
|---|---|---|---|---|---|---|---|
| At January 1 Cash capital increase Difference between consideration and carrying amount of subsidiaries acquired or disposed Changes in ownership interests in subsidiaries Recognition of equity items due to issuance of convertible corporate bonds Conversion of convertible bonds Changes in equity of associates and joint ventures accounted for using equity method At December 31 |
Share premium |
consideration and carrying amount of subsidiaries acquired or disposed |
Changes in ownership interests in subsidiaries |
Net change in equity of associates |
Options | Others | Total |
| 256,391 $ 414,974 - - - 94,328 - 765,693 $ |
162,398 $ - 32,110 - - - - 194,508 $ |
8,311 $ - - 72,630 - - - 80,941 $ |
616 $ - - - - - 12,420 13,036 $ |
11,847 $ - - - 33,711 9,981) ( - 35,577 $ |
- $ 433 - - - - - 433 $ |
439,563 $ 415,407 32,110 72,630 33,711 84,347 12,420 1,090,188 $ |
(11) 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.
~38~
-
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 more than 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 2023 and 2022 earnings as resolved by the shareholders on June 6, 2024, and June 15, 2023, respectively are as follows:
| Legal reserve Special reserve Cash dividends |
Year ended December 31 | Year ended December 31 |
|---|---|---|
| Amount Dividends per share (in dollars) 33,209 $ 47,662 164,300 0.70 $ 2023 |
2022 | |
| Amount Dividends per share (in dollars) 48,625 $ 89,120 107,792 0.49 $ |
- F. The appropriations of 2024 earnings as resolved by the Board of Directors on March 28, 2025, are summarized as follows:
| are summarized as follows: | |||||
|---|---|---|---|---|---|
| YearendedDecember31,2024 | |||||
| Dividends per | |||||
| share | |||||
| Amount | (indollars) | ||||
| Legal reserve | $ | 3,558 |
|||
| Reversal of special reserve | ( | 85,212) |
|||
| Cash dividends | 47,305 | $ | 0.20 |
The above appropriations of 2024 earnings have not yet been resolved by the shareholders. (12) Operating revenue
| Operating revenue | ||
|---|---|---|
| Investment revenue Service revenue |
Year ended December31 | |
| 2024 35,982 $ 21,843 57,825 $ |
2023 | |
| 341,819 $ 21,376 |
||
| 363,195 $ |
~39~
(13) Interest income
Interest income from bank deposits Interest income from loans to related parties
| Year ended | December31 | December31 | |
|---|---|---|---|
| 2024 | 2023 | ||
| $ | 1,951 |
$ | 2,272 |
| 2,501 | 8,348 | ||
| $ | 4,452 |
$ | 10,620 |
(14) Other income
Income from directors’ and supervisors’ remuneration Other income, others
| Year ended | December 31 | December 31 | |
|---|---|---|---|
| 2024 | 2023 | ||
| $ | 4,114 |
$ | 2,935 |
| 9,499 | 2,691 | ||
| $ | 13,613 |
$ | 5,626 |
(15) Other gains and losses
Foreign exchange gains (losses) Losses on financial assets at fair value through profit or loss Impairment loss on non-financial assets Other losses
| YearendedDecember31 | YearendedDecember31 | YearendedDecember31 | ||
|---|---|---|---|---|
| 2024 | 2023 | |||
| $ | 1,576 |
($ | 3,266) |
|
| ( | 5,914) |
( | 1,957) |
|
| ( | 9,118) |
- | ||
| - | ( | 158) |
||
| ($ | 13,456) | ($ | 5,381) |
(16) Finance costs
| Finance costs | ||
|---|---|---|
| Loans from related parties Bonds payable |
Year ended December 31 | |
| 2024 421 $ 12,251 12,672 $ |
2023 | |
| 2,444 $ 9,492 |
||
| 11,936 $ |
(17) Employee benefit expense and expenses by nature
| Wages and salaries Labor and health insurance fees Pension costs Directors’ remuneration Other personnel expenses Depreciation Amortization |
YearendedDecember31 | YearendedDecember31 |
|---|---|---|
| 2024 5,447 $ 404 245 1,056 352 12 667 |
2023 | |
| 6,017 $ 369 219 1,006 290 6 666 |
~40~
-
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:
| Employees’ compensation Directors’ remuneration |
YearendedDecember31 | YearendedDecember31 |
|---|---|---|
| 2024 1,008 $ 67 1,075 $ |
2023 | |
| 10,667 $ 711 |
||
| 11,378 $ |
For the years ended December 31, 2024 and 2023, the employees’ compensation and directors’ remuneration were estimated and accrued based on 3%, 0.2%, 3% 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 2024 as resolved by the Board of Directors on March 28, 2025 were $1,008 and $67, 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, had been 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.
The employees’ compensation in 2023 and 2022 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 of December 31, 2024 and 2023, the Company had 11 and 12 employees, including 6 and 8 non-employee directors, respectively.
~41~
-
E. The Company’s stock has been listed for trading on the stock exchange, therefore, the following information is additionally disclosed:
-
(a) Average employee benefit expense for the years ended December 31, 2024 and 2023 were $1,290 and $1,724, 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, 2024 and 2023 were $1,088 and $1,309, respectively.
-
(b) Average employees’ salaries for the years ended December 31, 2024 and 2023 were $1,089 and $1,504, 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, 2024 and 2023 were $888 and $1,090, respectively.
-
(c) Adjustments of average employees’ salaries was (28%). After taking into consideration, employees’ compensation (including amount resolved to be distributed to employees of subsidiaries), adjustments of average employees’ salaries was (19%).
-
(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.
(18) Income taxes
- A. Income tax expense
| Current tax: Additional income tax on unappropriated earnings Prior year income tax under (over) estimation Income tax expenses |
2024 2023 4,346 $ 12,036 $ 1,842 1) ( 6,188 $ 12,035 $ YearendedDecember31 |
|---|---|
~42~
B. Reconciliation between income tax expense and accounting profit
| YearendedDecember31 | YearendedDecember31 | YearendedDecember31 | YearendedDecember31 | |||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Tax calculated based on profit before tax | ||||||
| and statutory tax rate | $ | 6,502 |
$ | 68,835 |
||
| Expenses disallowed by tax regulation | 34,518 | 13,445 | ||||
| Tax exempt income by tax regulation | ( | 7,508) |
( | 47,439) |
||
| Temporary difference not recognized as | ||||||
| deferred tax assets | 1,987 |
271 | ||||
| Temporary difference not recognized as | ||||||
| deferred tax liabilities | ( | 29,759) |
( | 29,851) |
||
| Change in assessment of realisation of | ||||||
| deferred tax assets | ( | 5,740) |
( | 5,261) |
||
| Prior year income tax under (over) estimation | 1,842 |
( | 1) |
|||
| Additional income tax on unappropriated | ||||||
| earnings | 4,346 | 12,036 |
||||
| Income tax expense | $ | 6,188 |
$ | 12,035 |
- C. Expiration dates of unused tax losses and amounts of unrecognized deferred tax assets are as follows:
| Year incurred 2017 |
Amount filed/ assessed Unused amount Unrecognized deferred tax assets 1,910,423 $ 1,839,737 $ 1,839,737 $ December31,2024 December31,2023 |
Amount filed/ assessed Unused amount Unrecognized deferred tax assets 1,910,423 $ 1,839,737 $ 1,839,737 $ December31,2024 December31,2023 |
Amount filed/ assessed Unused amount Unrecognized deferred tax assets 1,910,423 $ 1,839,737 $ 1,839,737 $ December31,2024 December31,2023 |
Expiry year | |
|---|---|---|---|---|---|
| 2027 | |||||
| Year incurred 2017 |
Amount filed/assessed 1,910,423 $ |
Unused amount 1,857,732 $ |
Unrecognized deferred tax assets 1,857,732 $ |
Expiry year | |
| 2027 |
-
D. The Company has not recognized taxable temporary differences associated with investment in subsidiaries as deferred tax liabilities. As of December 31, 2024 and 2023, the amounts of temporary differences unrecognized as deferred tax liabilities were $148,797 and $149,254, respectively.
-
E. The Company’s income tax returns through 2023 have been assessed and approved by the Tax Authority.
~43~
(19) Earnings per share
| Earnings per share | |||||
|---|---|---|---|---|---|
| Basic earnings per share Profit attributable to ordinary shareholders of the parent Diluted earnings per share Profit attributable to ordinary shareholders of the parent 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 |
Amount aftertax 26,327 $ 26,327 $ - 26,327 $ Year Year |
Weighted average number of ordinary shares outstanding (sharesinthousands) Earnings per share (indollars) 235,459 0.11 $ 235,459 84 235,543 0.11 $ ended December31,2024 Weighted average number of ordinary shares outstanding (sharesinthousands) Earnings per share (indollars) 222,536 1.49 $ 222,536 16,891 258 239,685 1.42 $ ended December31,2023 |
|||
| Amount aftertax | Weighted average number of ordinary shares outstanding (sharesinthousands) |
||||
| 332,140 $ 332,140 $ 9,159 - 341,299 $ |
222,536 222,536 16,891 258 239,685 |
1.49 $ 1.42 $ |
Note: For the year ended December 31, 2024, the Company’s convertible bonds had anti- dilutive effect, thus, they were not included in the calculation of diluted earnings per share.
~44~
(20) 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 2024 Investing activities: Use monetary claims to pay for the shares 850,000 $ $ Financing activities: Convertible bonds being converted to capital stocks 36,541 $ $ January1,2024 Cash flows Changes in other non-cash items Bonds payable (including current portion) 604,495 $ 100) ($ 24,270) ($ Other payables to related parties - 170,000 - 604,495 $ 169,900 $ 24,270) ($ January1,2023 Cash flows Changes in other non-cash items Bonds payable (including current portion) 210,726 $ 601,583 $ 207,814) ($ Other payables to related parties 123,200 123,200) ( - 333,926 $ 478,383 $ 207,814) ($ |
2023 - 179,384 December31,2024 |
|||
| $ | ||||
| $ | ||||
Bonds payable (including current portion) Other payables to related parties Bonds payable (including current portion) Other payables to related parties |
||||
| 24,270) ($ - 24,270) ($ Changes in other non-cash items |
580,125 $ 170,000 750,125 $ December31,2023 |
|||
| 207,814) ($ - 207,814) ($ |
604,495 $ - 604,495 $ |
(21) Changes in liabilities from financing activities
~45~
7. Related Party Transactions
(1) Names of related parties and relationship
==> picture [484 x 15] intentionally omitted <==
----- Start of picture text -----
Names of related parties Relationship with FICG
----- End of picture text -----
| Names of related parties | Relationship with 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) | " |
| Ideenion Holding Inc. (Ideenion)(Note) | " |
| Ho Mon Investment Inc. (Ho Mon) | Other related party (major shareholder) |
| Chia Chao Investment Inc. (Chia Chao) | " |
Note: Mobility Technology Group Inc. was renamed as Ideenion Holding Inc. in June 2024.
(2) Significant related party transactions
A. Operating revenue-service revenue
| Subsidiaries Prime PUG Others Associates LEO Systems Others |
Year ended December 31 | Year ended December 31 |
|---|---|---|
| 2024 7,699 $ 7,702 802 4,800 840 21,843 $ |
2023 7,467 $ 7,467 803 4,800 839 |
|
| 21,376 $ |
The Company entered into consulting contracts with the above mentioned related parties, and transaction prices and terms are made based on agreements.
~46~
B. Receivables from related parties
| Payables to related parties Accounts receivable: -Associates LEO Systems Geointelligence Others Other receivables: -Associates Ideenion Other payables: Subsidiaries FIC |
December31,2024 420 $ 53 42 515 $ December 31, 2024 - $ December 31, 2024 12,991 $ |
December31,2023 420 $ 53 42 515 $ |
December31,2023 420 $ 53 42 515 $ |
|---|---|---|---|
| December31,2023 | |||
| 306 $ |
|||
| December31,2023 | |||
| - $ |
- C. Payables to related parties
Payables to related parties arise from compensation paid to the employees of subsidiaries meeting the requirements.
-
D. Loans to/from related parties
-
(a) Loans to related parties
December 31, 2024 December 31, 2023
Other receivables Subsidiary FIC
Subsidiary FIC
| - $ 850,000 $ Interest income Interest rate Interest income Interest rate 2,501 $ 2.07% 8,348 $ 2.07% 2024 2023 Year ended December31 |
- $ 850,000 $ Interest income Interest rate Interest income Interest rate 2,501 $ 2.07% 8,348 $ 2.07% 2024 2023 Year ended December31 |
- $ 850,000 $ Interest income Interest rate Interest income Interest rate 2,501 $ 2.07% 8,348 $ 2.07% 2024 2023 Year ended December31 |
- $ 850,000 $ Interest income Interest rate Interest income Interest rate 2,501 $ 2.07% 8,348 $ 2.07% 2024 2023 Year ended December31 |
850,000 $ |
850,000 $ |
|---|---|---|---|---|---|
| Interest income |
|||||
| 2,501 $ |
2.07% | 8,348 $ |
2.07% |
~47~
(b) Loans from related parties:
December 31, 2024 December 31, 2023
Long-term payables Other related parties Chia Chao
Other related parties Ho Mon Chia Chao
$ 170,000 $ - Year ended December 31 2024 2023 Interest Interest Interest Interest expense rate expense rate $ - - $ 2,444 2.00% 421 0.50% - - $ 421 $ 2,444
E. Property transactions:
Disposal of financial assets:
| Accounts No. of shares Subsidiaries Ubiqconn Investments accounted for using equity method 1,315 thousand |
Objects Disposal of shareholdings to non-related party |
Year ended December 31, 2023 |
|---|---|---|
| Proceeds 52,600 $ |
Refer to Note 6(28) of the consolidated financial statements for the year ended December 31, 2023 for the details of the property transactions with related parties.
F. Other income:
| Subsidiaries Ubiqconn Others Addociate Ideenion Others |
YearendedDecember31 | YearendedDecember31 |
|---|---|---|
| 2024 2,814 $ 25 941 334 4,114 $ |
2023 | |
| 1,418 $ 368 853 296 |
||
| 2,935 $ |
~48~
Other income mainly consists of directors' and supervisors' remuneration.
-
G. Others:
-
(a) The Company subscribed to shares of First International Computer, Inc., by offsetting monetary claims against the share payments. Refer to Note 6(4) for details.
-
(b) For the years ended December 31, 2024 and 2023, the Company received cash dividends of $37,827 and $18,914, respectively from the Company’s subsidiary, Ubiqconn Technology.
(3) Key management compensation
| Short-term employee benefits | 2024 2023 3,056 $ 3,703 $ Year ended December31 |
2024 2023 3,056 $ 3,703 $ Year ended December31 |
|---|---|---|
| 3,703 $ |
8. Pledged Assets
None.
- Significant Contingent Liabilities and Unrecognized Contract Commitments
(a) Contingencies
None.
(b) Commitments
None.
10. Significant Disaster Loss
None.
~49~
11. Significant Events after the Balance Sheet Date
-
(1) The Company’s subsidiary, FIC, Inc., acquired an 85.1% equity interest in Guan Zhi Holdings Limited for a total consideration of US$1 (in dollars) on January 1, 2025.
-
(2) On March 12, 2025, the Board of Directors of the Company’s subsidiary, Ubiqconn Technology, Inc., resolved to establish a US subsidiary with a 100% equity interest within US$10 million. In addition, Ubiqconn Technology, Inc. acquired all the equity interest in E3 Displays, LLC in cash through the US subsidiary, and the expected total acquisition consideration was US$7 million.
-
(3) An employee of the Company’s subsidiary, Fic (Suzhou) Inc., was suspected of using his (or her) position to forge documents and unlawfully misappropriate company funds totalling $114,068 in March 2025. As of December 31, 2024, the diverted funds amounted to $102,097, and the losses had been adjusted in the 2024 financial statements.
-
(4) For appropriations of 2024 earnings as submitted by the Board of Directors on March 28, 2025, refer to Note 6(11) for details.
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).
~50~
(2) Financial instruments
A. Financial instruments by category
| Financial assets Financial assets at amortised cost Cash and cash equivalents Financial assets at amortised cost 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) Long-term notes and accounts payable -related parties |
December31,2024 60,672 $ 40,000 515 78 - 101,265 $ December31,2024 10,932 $ 14,399 $ 12,991 580,125 170,000 777,515 $ |
December31,2023 |
|---|---|---|
| 52,660 $ - 515 22 850,306 |
||
| 903,503 $ |
||
| December 31, 2023 | ||
| 5,039 $ |
||
| 25,076 $ - 604,495 - |
||
| 629,571 $ |
-
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.
~51~
-
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 |
|||
|---|---|---|---|
| 580 $ 60,281 $ |
30.71 30.71 |
17,820 $ 1,850,941 $ |
|
- iv. The total exchange gain (loss), including realized and unrealized, arising from significant foreign exchange variation on the monetary items held by the Company for the years ended December 31, 2024 and 2023, amounted to $1,576 and ($3,266), respectively.
~52~
- 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% 364 $ - $ Degree of variation Effect on profit or loss Effect on other comprehensive income 1% 178 $ - $ Year ended December31,2024 Sensitivity analysis YearendedDecember31,2023 Sensitivityanalysis |
Degree of variation Effect on profit or loss Effect on other comprehensive income 1% 364 $ - $ Degree of variation Effect on profit or loss Effect on other comprehensive income 1% 178 $ - $ Year ended December31,2024 Sensitivity analysis YearendedDecember31,2023 Sensitivityanalysis |
Degree of variation Effect on profit or loss Effect on other comprehensive income 1% 364 $ - $ Degree of variation Effect on profit or loss Effect on other comprehensive income 1% 178 $ - $ Year ended December31,2024 Sensitivity analysis YearendedDecember31,2023 Sensitivityanalysis |
|
|---|---|---|---|---|
| Degree of variation |
Effect on profit or loss |
|||
| Degree of variation |
Effect on profit or loss |
|||
| 1% | 178 $ |
- $ |
||
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.
-
iii. The financial assets at amortized cost held by the Company are the bank deposits with original maturity over three months, and no material issues of credit rating levels were incurred. Further, there was no material expected credit loss.
~53~
(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, 2024 Non-derivative financial liabilities: Bonds payable (including current portion) Other payables (including related parties) Long-term notes and accounts payable-related parties December 31, 2023 Non-derivative financial liabilities: Bonds payable (including current portion) Other payables (including related parties) |
Less than 1 year |
Between 1and 5 years |
Over5 years |
|---|---|---|---|
| $ 597,400 28,790 - Less than 1year |
$ - - 170,000 Between 1 and 5 years |
$ - - - Over5 years |
|
| $ 34,300 25,076 |
$ 599,900 - |
$ - - |
(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.
-
Level 3: Unobservable inputs for the asset or liability. The fair value of the Company’s call and put options of convertible bonds is included in Level 3.
~54~
- 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, 2024 and 2023 are as follows:
-
(a) The related information on the nature of the assets and liabilities is as follows:
| December 31, 2024 Laibilities Recurring fair value measurements Financial laibilities at fair value through profit or loss Derivative instruments -call/put options of bonds December 31, 2023 Laibilities Recurring fair value measurements Financial laibilities at fair value through profit or loss Derivative instruments -call/put options of bonds |
Level 1 - $ Level 1 - $ |
Level 2 - $ Level 2 - $ |
Level3 10,932 $ Level3 5,039 $ |
Total |
|---|---|---|---|---|
| 10,932 $ |
||||
| Total | ||||
| 5,039 $ |
-
(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.
~55~
-
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, 2024 and 2023:
| 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 |
Call/ put options ofbonds 2024 |
|---|---|
| 5,039) ($ 5,914) ( 21 10,932) ($ Call/ put options of bonds 2023 |
|
| 1,129 $ 1,957) ( 4,020) ( 191) ( 5,039) ($ |
-
E. For the years ended December 31, 2024 and 2023, 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
~56~
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, 2024 ($ 10,932) Fair value at December 31, 2023 |
Valuation technique |
Significant unobservable input Range (weighted average) Relationship of inputs to fairvalue Volatility rate 39.11% The higher the price volatility, the higher the fair value Significant unobservable input Range (weighted average) Relationship of inputs to fair value Volatility rate 44.12% The higher the price volatility, the higher the fair value |
|---|---|---|---|
| The Binomial- Tree approach to convertible bonds Valuation technique |
|||
| ($ 5,039) | The Binomial- Tree approach to convertible bonds |
- 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.
-
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.
~57~
-
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.
~58~
FIC GLOBAL, INC
Loans to others
Year ended December 31, 2024
| No. (Note 1) Table 1 |
Creditor | Borrower | General ledger account |
Is a related party |
Maximum outstanding balance during the year ended December 31,2024 |
Balance at December 31,2024 |
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 Expressed in thousands of NTD (Except as otherwise indicated) |
Ceiling on total loans granted Footnote Expressed in thousands of NTD (Except as otherwise indicated) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 0 1 2 3 4 5 6 7 8 9 10 11 12 13 |
FICG FIC, Inc. FIC Holding Brilliant FICTA Prime Danriver Danriver GZ 3CEMS Danriver System GZ Broad GZ Access PUG Prime GZ |
FIC, Inc. Access Access Access FIC, Inc. Broad Danriver System PUG Broad Danriver System Danriver Danriver System Danriver System Broad Fic SZ FIC, Inc. Amertek |
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 $ 45,899 77,156 691,764 210,000 171,286 131,140 429,484 393,420 68,849 377,028 175,400 459,318 904,533 426,205 155,729 134,340 |
- $ 22,950 77,156 691,764 210,000 - 131,140 429,484 321,293 68,849 377,028 - 459,318 904,533 426,205 - 134,340 |
- $ 22,950 77,156 644,225 210,000 - 131,140 429,484 293,426 68,849 289,614 - 365,108 782,911 407,697 - 134,340 |
2.065 3.85 3.00 3.15-4.87 2.065-5.99 0.80-3.95 3.95 0.80-3.95 3.85-3.95 3.95 0.00-0.80 3.85 0.00-3.45 0.00-3.45 0.00 3.85 3.00 |
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 and past due accounts receivable For operational need For operational need and past due accounts receivable For operational need and past due accounts receivable Past due accounts receivable For operational need For operational need |
- $ - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - |
- $ - - - - - - - - - - - - - - |
1,433,420 $ 565,472 255,156 4,491,861 268,209 6,238,733 6,238,733 1,429,381 1,429,381 1,429,381 497,904 1,231,127 682,593 1,116,299 1,652,364 1,596,042 2,060,482 |
1,911,226 $ 753,963 340,208 5,989,148 306,524 8,318,311 8,318,311 1,905,841 1,905,841 1,905,841 663,872 1,231,127 910,125 1,488,399 2,203,152 1,596,042 2,060,482 |
Note 3 Note 3 Note 5 Note 5 Note 4 Note 7 Note 7 Note 7 Note 7 Note 7 Note 7 Note 6 Note 7 Note 7 Note 5 Note 6 Note 6 |
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 1
Table 2
Expressed in thousands of NTD
(Except as otherwise indicated)
FIC GLOBAL, INC
Provision of endorsements and guarantees to other
Year ended December 31, 2024
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, 2024 (Note 4) |
Outstanding endorsement/ guarantee amount at December 31, 2024 (Note 5) |
Actual amount drawn down (Note 6) |
Amount of endorsements/ guarantees secured wit collateral |
Ratio of accumulated endorsement/guanantee amount to net asset value of the endorser/guarantor company |
Ceiling on total amount of endorsements/ guarantees provided (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 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company nam | Relationship with the endorser/ guarantor (Note 2) |
|||||||||||||
| 1 2 |
High Stnadard Prime GZ |
FIC, Inc. Amertek |
(3) (2) |
6,970,911 1,545,361 |
100,000 1,343,400 |
- 895,600 |
- 44,780 |
- - |
0% 17% |
13,941,821 1,545,361 |
N N |
N N |
N 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 | |
|---|---|---|---|---|
| High Standard | 250% of paid-in capital | 500% of paid-in capital | ||
| Prime Technology (Guangzhou) Inc. | 350% of paid-in capital | 700% of paid-in capital | ||
| Endorsement guarantees due to a parent-subsidiary relationship must not exceed Prime GZ net worth. |
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, 2024
(Except as otherwise indicated)
As of December 31, 2024
| 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. Brilliant Brilliant |
Stocks Digitimes Inc. Changing Information Technology Inc. IQ Technology Inc. Formosoft International 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 Stocks Tech Power Ltd. Openmoko Inc, eVionyx,Inc. Asia Technology 3 Ltd. Preference share Asia Technology 3 Ltd. |
None None None None None 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 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 6 14 - - 68 1 100 890 - 1,244 5,400 667 400 - 200 1,450 144 1 1 |
- $ 31,294 181 - - - - - - - - - - - - - - - - - - |
0.00 1.72 0.64 0.54 0.00 0.00 1.00 13.00 11.00 1.00 0.00 2.00 19.00 2.00 1.00 8.00 16.00 10.00 1.00 2.00 2.00 |
- $ 31,294 181 - - - - - - - - - - - - - - - - - - |
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, 2024
Expressed in thousands of NTD
(Except as otherwise indicated)
As of December 31, 2024
| Securitiesheld by | Marketable securities(Note1) |
Relationship with the securities issuer (Note2) |
General ledgeraccount |
Number of share |
Book value(Note 3) |
Ownership (%) | Fairvalue | Footnote(Note4) |
|---|---|---|---|---|---|---|---|---|
| FICTA Technology Inc. | 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 |
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 |
333 4,348 1,500 800 1,052 500 20 7 288 - 1,777 |
- $ - - - - - 1,254 761 1,149 - 30,145 |
1.00 11.00 5.00 9.00 1.00 1.00 0.00 0.00 3.65 0.00 |
- $ - - - - - 1,254 761 1,149 - 30,145 |
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
Table 4
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, 2024
Expressed in thousands of NTD
(Except as otherwise indicated)
| Purchaser/seller | Counterparty | Relationship with the counterparty |
Transaction | transactions Compared to third party |
transactions Compared to third party |
Notes/accounts receivable(payable) | Notes/accounts receivable(payable) | Notes/accounts receivable(payable) | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases (sales) |
Amount | Percentage of total purchases (sales) |
Credit term | Unitprice | Credit term | Balance | Percentage of total notes/accounts receivable (payable) |
Footnote | |||
| Prime GZ Prime GZ Amertek Ubiqconn |
Prime Base Prime Base Taiwan branch Prime Base Taiwan branch Ruggon |
Subsidiary Subsidiary Subsidiary Subsidiary |
Sales Sales Sales Sales |
2,952,273 $ 3,940,492 4,671,912 288,545 |
34% 45% 89% 14% |
Periodic settlement or offsetting, the payment period was 120 days. 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 30 days. |
Same as non-related parties 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 Similar transactions with non- related parties |
- $ 2,718,767 472,321 28,028 |
0% 84% 74% 10% |
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, 2024
Table 5
Expressed in thousands of NTD (Except as otherwise indicated)
| Creditor | Counterparty | Relationship with the counterparty |
Balance as at December 31,2024 | Turnover rate | Overdue | Action taken | Amount collected subsequent to the balance sheet dat |
Allowance for doubtful accounts |
|---|---|---|---|---|---|---|---|---|
| Amount | ||||||||
| Access Brilliant Prime Danriver Danriver Danriver GZ Danriver System GZ Broad GZ Prime GZ Prime GZ Amertek FICTA |
Fic SZ Access Danriver System Broad PUG Danriver Danriver System Broad Amertek Prime Base Taiwan branch Prime Base Taiwan branch FIC, Inc. |
Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary |
407,697 $ 644,225 131,140 293,426 429,484 289,614 365,108 782,911 134,340 2,718,767 472,321 210,000 |
Note Note Note Note Note Note Note Note Note 2.85 3.33 Note |
- $ - - - - - - - - - - - |
- - - - - - - - - - - - |
- $ - - - - - - - - 233,571 317,401 - |
- $ - - - - - - - - - - - |
Note: The calculation of turnover rate was not applicable because it was a loan to others.
Table 5, Page 1
FIC GLOBAL, INC
Significant inter-company transactions during the reporting period
Year ended December 31, 2024
Table 6
Expressed in thousands of NTD
(Except as otherwise indicated)
Transaction
| Transaction | |||||||
|---|---|---|---|---|---|---|---|
| Number (Note 1) |
Companyname | Counterparty | Relationship (Note 2) |
General ledger account | Amount | Transaction term | Percentage of consolidated total operating revenues or total assets (Note 3) |
| 1 2 3 4 5 6 7 8 9 10 |
Access Brilliant FICTA Ubiqconn Amertek Broad GZ Danriver GZ Danriver System GZ Danriver Prime GZ |
Fic SZ Access FIC, Inc. Ruggon Prime Base Taiwan branch Prime Base Taiwan branch Broad Danriver Danriver System Broad PUG Prime Base Taiwan branch Prime Base Prime Base Taiwan branch |
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 Accounts receivable Sales Sales |
407,697 $ 644,225 210,000 288,545 472,321 4,671,912 782,911 289,614 365,108 293,426 429,484 2,718,767 2,952,273 3,940,492 |
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 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. Periodic settlement or offsetting, the payment period was 120 days. Periodic settlement or offsetting, the payment period was 120 days. Periodic settlement or offsetting, the payment period was 120 days. |
3% 5% 1% 2% 3% 36% 5% 2% 3% 2% 3% 19% 23% 30% |
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 requiredto 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
Table 7
FIC GLOBAL, INC
Information on investees
Year ended December 31, 2024
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 31,2024 | as at December 31,2024 | Net profit (loss) of the investee for the year ended December 31, 2024 |
Investment income (loss) recognised by the Company for the year ended December 31, 2024 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at December 31,2024 |
Balance as at December 31,2023 |
Number of shares | Ownership (%) | Book value | |||||||
| FICG First International Computer, Inc. |
First International Computer, Inc. FICTA Technology Inc. 3CEMS Corporation Ubiqconn Technology, Inc. LEO Systems, Inc. Formosa21 Inc. Geointelligence Systems, Inc. Ideenion Holdings Inc. Brilliant World Limited High Standard Global Corporation City Smarter Technologies Corporation Access Trend Limited FIC First international Holding B.V. |
Taiwan Taiwan Cayman Islands Taiwan Taiwan Taiwan Taiwan Cayman Islands British Virgin Islands British Virgin Islands Taiwan British Virgin Islands Nederland |
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 Investment Investment Manufacture and sale of telecommunication equipment, electronic components, computers, peripheral equipment and office equipment. International Trade business Investment |
4,022,961 $ 514,547 1,291,806 580,144 13,391 5 561 273,240 2,869,980 2,704,361 2,860 617,994 913,148 |
3,172,961 $ 514,547 1,291,806 580,144 13,391 5 561 273,240 2,869,980 2,704,361 2,860 617,994 913,148 |
188,874 41,496 317,609 37,827 1,787 - 43 9,000 91,340 85,050 36 33,600 4,983 |
100.00 69.00 61.00 44.00 2.00 - 1.00 27.00 100.00 100.00 19.00 100.00 100.00 |
1,881,639 $ 487,899 1,873,306 933,998 28,375 4 733 268,608 675,512 526,553 330 533,543) ( 81,052 |
90,575) ($ 729 515,901 67,157) ( 145,623 3,070) ( 12,341 185,108) ( 30,447 88,689) ( 934) ( 29,026) ( 1,561 |
89,392) ($ 505 202,451 26,937) ( 2,881 - 128 53,654) ( - - - - - |
Table 7, Page 1
Table 7
FIC GLOBAL, INC
Information on investees
Year ended December 31, 2024
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 31,2024 | as at December 31,2024 | Net profit (loss) of the investee for the year ended December 31, 2024 |
Investment income (loss) recognised by the Company for the year ended December 31, 2024 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at December 31,2024 |
Balance as at December 31,2023 |
Number of shares | Ownership (%) | Book value | |||||||
| First International Computer, Inc. FIC Holding FICTA Technology Inc. 3CEMS |
3CEMS Corporation LEO Systems, Inc. Web Information Technology Inc. Lambert Newmedia, Inc. Fic Turn Power Inc. FICG(JAPAN) Inc. 3CEMS Europe B.V. Ubiqconn Technology, Inc. LEO Systems, Inc. Formosa21 Inc. Witology Technology Company Limited 3CEMS Investiment Management Limited Prime Foundation Inc. |
Cayman Islands Taiwan Taiwan Taiwan Taiwan JAPAN Netherlands Taiwan Taiwan Taiwan Taiwan Hong Kong British Virgin Islands |
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 Smart energy storage charging Sales, import and export or brokerage of communication equipment, control equipment, computers and other electronic application equipment 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 |
1,267,081 $ 124 28,348 2,800 10,200 15,758 785 248,112 75,984 19,035 10,000 - 1,447,024 |
1,267,081 $ 124 28,348 2,800 - - 785 248,112 75,984 19,035 10,000 - 1,447,024 |
194,212 14 2,937 280 1,020 150 7 14,751 3,367 2,038 1,000 - 27,403 |
37.00 0.01 42.00 24.00 51.00 100.00 100.00 17.00 4.00 29.00 20.00 100.00 100.00 |
1,145,491 $ 215 - - 781 14,811 - 364,218 53,532 20,320 5,683 1,002) ( 4,159,155 |
515,901 $ 145,623 - - 18,469) ( 943) ( - 67,157) ( 145,623 3,070) ( 7,698) ( 157) ( 436,974 |
- $ - - - - - - - - - - - - |
Note |
Table 7, Page 2
Information on investees
Table 7
Expressed in thousands of NTD
FIC GLOBAL, INC
Year ended December 31, 2024
(Except as otherwise indicated)
| Investor | Investee | Location | Main business activities |
Initial investment amount | Initial investment amount | Shares held | as at December 31,2024 | as at December 31,2024 | Net profit (loss) of the investee for the year ended December 31, 2024 |
Investment income (loss) recognised by the Company for the year ended December 31, 2024 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at December 31,2024 |
Balance as at December 31,2023 |
Number of shares | Ownership (%) | Book value | |||||||
| Prime Prime Technology (Guangzhou) Inc. Ubiqconn Technology, Inc. |
Danriver System Inc. Danriver Inc. Broad Technology,Inc. Perfect Union Global Inc. Prime Base Inc. PRO3C(Malaysia) SDN BHD. Ruggon Corporation Ubiqconn Technology (USA) Inc. Ubiqconn Technology Europe GmbH |
British Virgin Islands British Virgin Islands British Virgin Islands British Virgin Islands Cayman Islands Malaysia Taiwan USA Germany |
Investment Investment Investment Investment Investment, assembly service and trading of printed circuit board and electronic parts and components Production and sales of PCBA Trade of industrial computers, automotive products, electronic components and peripheral equipment. Trade of industrial computers, automotive products, electronic components and peripheral equipment. Trade of industrial computers, automotive products, electronic components and peripheral equipment. |
- $ 1,066,527 227,388 2,681,086 3,287 46,487 110,768 31,871 17,422 |
- $ 1,066,527 227,388 2,681,086 3,287 - 110,768 31,871 - |
8,500 30,000 5,000 82,332 100 2 12,000 10,500 25 |
100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 |
111,667) ($ 952,920 192,688) ( 3,990,105 256,559 47,005 88,317 10,353 10,895 |
3,906) ($ 59,453 20,661 441,183 99,009) ( - 2,696 8,474) ( 6,282) ( |
- $ - - - - - - - - |
Note: As of December 31, 2024, the investment has not yet been remitted
Table 7, Page 3
Table 8
FIC GLOBAL, INC
Information on investments in Mainland China
Year ended December 31, 2024
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for the year ended December 31, 2024
| 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, 2024 |
Remitted to Mainland China |
Remitted back to Taiwan |
Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2024 |
Net income of investee for the year ended December 31,2024 |
Ownership held by the Company (direct or indirect) |
Investment income (loss) recognised by the Company for the year ended December 31, 2024 (Note 2) |
Book value of investments in Mainland China as of December 31, 2024 |
Accumulated amount of investment income remitted back to Taiwan as of December 31, 2024 |
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 Design, production, and sales services in optical communication, automotive electronics, aerospace electronics, industrial electronics, marine electronics, communication electronics, medical electronics, and consumer electronics. 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 35,230 326,200 772,439 195,720 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 2,827,132 - - - |
- $ - - - - - - - - - |
- $ - - - - - 56,490 - - - |
121,346 $ 195,720 6,850 587,160 391,440 391,440 2,770,642 - - - |
- $ - - 16,924 540,763 33,869 87,807) ( - 9,648 - |
- - - 98 86 98 100 - 98 - |
- $ - - 10,423 291,272 20,859 87,807) ( - 5,942 - |
- $ - - 744,200 4,505,030 331,936 358,831 - 455,062 - |
- $ - - - - - - - - |
Note 11 Note 11 Note 2 (2)C Note 2 (2)B, Note 10、Note15 Note 2 (2), Note 7, Note 10 Note 2 (2)B, Note 7, Note 10、 Note15 Note 2 (2)B, Note 12、Note15 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. AND SUBSIDIARIES Information on investments in Mainland China
Year ended December 31, 2024
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for the year ended December 31, 2024
| 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, 2024 |
Remitted to Mainland China |
Remitted back to Taiwan |
Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2024 |
Net income of investee for the year ended December 31,2024 |
Ownership held by the Company (direct or indirect) |
Investment income (loss) recognised by the Company for the year ended December 31, 2024 (Note 2) |
Book value of investments in Mainland China as of December 31, 2024 |
Accumulated amount of investment income remitted back to Taiwan as of December 31, 2024 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ficus Systems (Shanghai) Inc. Success Technology (GuangZhou) Inc. Amertek Computer (Shenzhen) Co., Ltd. Guangzhou Guangying Electronics 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 Wholesale of electronic products 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 2 |
- $ - - - - - - |
- $ - - - - - - |
- $ - - - - - - |
- $ - - - - - - |
- $ - 38,370) ( - 36,575 - 228) ( |
- - 98 - 19 - 98 |
- $ - 23,631) ( - 6,949 - 141) ( |
- $ - 1,444,930 - 56,234 - 597 |
- $ - - - - - - |
Note 7, Note 11 Note 9, Note 11 Note 2 (2)B, Note 10 Note 14 Note 2 (2)B, Note 9 Note 8, Note 11 Note 2 (2)B, Note 9 |
Table 8, Page 2
Year ended December 31, 2024
Table 8
FIC GLOBAL, INC. AND SUBSIDIARIES
Information on investments in Mainland China
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, 2024 (MOEA) MOEA FIC GLOBAL, INC. AND $ 4,464,598 $ 7,044,701 $ 5,138,149 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. Note 8: As of December 31, 2024, 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, 2024, 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, 2024, 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. Note 11: All the ownership has been sold. Note 12: As of December 31, 2024, Fic (Suzhou) Inc. reduced its capital by cash amounting to 149,900 thousand and the funds have been fully recovered.
Note 13: Listed based on the carrying amount of the investment in Mainland China investee companies at period end Note 14: As of December 31, 2024, the investment has not yet been remitted.
Note 15: In May 2024, Broad Technology (Guangzhou), Inc. reduced capital by USD 13,000 thousand in cash. In September 2023, Danriver Technology (Guangzhou) Inc.reduced capital by USD 12,000 thousand in cash. In November 2024, Fic (Suzhou) Inc. reduced capital by USD 5,000 thousand in cash. The funds from the capital reductions have not yet been fully recovered.
Table 8, Page 3
FIC GLOBAL, INC
Major shareholders information
December 31, 2024
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 |
19.33% 14.92% 13.52% 7.12% 6.35% |
-
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, 2024
(Expressed in thousands of New Taiwan dollars)
Form 1
| Form 1 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Balance at January1,2024 | Addition(Note) | Decrease(Note) | Balance at December 31,2024 | 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. Ideenion Holding Inc. |
103,874 41,496 37,827 317,609 43 1 1,787 9,000 |
1,014,028 $ 405,033 694,964 1,582,287 704 5 28,796 268,654 3,994,471 $ |
85,000 - - - - - - - |
957,003 $ 82,866 303,799 291,019 129 - 3,264 56,726 1,694,806 $ |
- - - - - - - - |
89,392) ($ - 64,765) ( - 100) ( 1) ( 3,685) ( 62,772) ( 220,715) ($ |
188,874 41,496 37,827 317,609 43 1 1,787 9,000 |
100% 69% 44% 61% 1% - 2% 27% |
1,881,639 $ 487,899 933,998 1,873,306 733 4 28,375 262,608 5,468,562 $ |
9.98 12.77 71.70 5.90 17.05 4.00 31.30 19.35 |
1,884,907 $ 529,977 2,712,224 1,873,306 733 4 55,944 174,139 7,231,234 $ |
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, stock dividend,
�cash dividends, debt-to-equity conversions, impairment loss and the changes in shareholders’ equity of investees.
Form 1, Page1
FIC GLOBAL, INC. GENERAL AND ADMINISTRATIVE EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2024
(Expressed in thousands of New Taiwan dollars)
Form 2
==> picture [506 x 139] intentionally omitted <==
----- Start of picture text -----
Item Amount Note
Wages and salaries $ 5,447
Directors and Supervisors'
1,056
remuneration
Service fees 7,828
Others 2,916 The balance of each item has not
exceeded 5% of the operating
expenses.
$ 17,247
----- End of picture text -----
Form 2, Page1