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GCE Annual Report 2022

Aug 24, 2023

52035_rns_2023-08-24_69fa14de-0f17-4747-a40c-323f551c3ab3.pdf

Annual Report

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Stock Code: 2368

Gold Circuit Electronics 2022 Annual report

Publish Date: May 11, 2023

Annual report inquiry website: http://mops.twse.com.tw/

http://www.gce.com.tw

I. Company Spokesperson: Name: Chen-Jung Yang Title: Director of Legal Affairs Department Telephone: (03) 461-2541 #22588 Email: [email protected] Acting Spokesperson: Name: Chang-Chin Yang Title: Vice President of the Finance Department Telephone: (03) 461-2541 #22500 Email: [email protected]

II. Addresses and Telephones of the Company and Its Plants: Zhongli Plan Address: No. 113, Xiyuan Road, Zhongli District, Taoyuan City Telephone: (03)461-2541 Suzhou Plant Address: No. 238, Jinfeng Road, Suzhou Telephone: 86-512-66612238 Changshu Plant 1 Address: No. 9, Jiulong Rd., Changshu Southeast Economic Development Zone, Jiangsu Province Telephone: 86-512-52355235 Changshu Plant 2 Address: No. 816, southeast Avenue, Changshu Hi Tech Industrial Development Zone, Jiangsu Province Telephone: 86-512-52358899

III. Name and Address of Stock Transfer Agency: Name: Registrar of Chinatrust Commercial Bank Address: 5F, No. 83, Chongqing South Road Section 1, Taipei City Telephone: (02)6636-5566

Website: www.chinatrust.com

  • IV. CPA(s) for the Latest Annual Financial Report: Names: Chao-Ling Chen, Chun-Yi Chang Name of Firm: Deloitte Taiwan Address: 20F, No. 100, Songren Road, Xinyi District, Taipei City Telephone: (02)2725-9988

Website: www.deloitte.com.tw

  • V. Name of trading site for securities listed overseas and how to search for the said overseas securities: No securities are issued overseas

  • VI. Company website: http://www.gce.com.tw

Table of Contents

ONE. Letter to Shareholders .......................................................................................... 1 ONE. Letter to Shareholders .......................................................................................... 1
Business Report and Overview of This Year’s Business Plan ............................... 1
TWO. Company Profile ................................................................................................. 4
I. Date of Establishment ................................................................................... 4
II. Company History .......................................................................................... 4
THREE. Corporate Governance Report ................................................................. 10
I. Organizational System................................................................................. 10
II. Profile of Directors, Supervisors, and Main Managers ................................. 6
III. Status of Corporate Governance .................................................................. 28
IV. Summary of resignations and dismissals of related staff of the Company .. 88
V. Public Expenditure on CPAs ....................................................................... 88
VI. Information on Replacement of CPAs ......................................................... 88
VII. Company’s Chairman, President, Financial or Accounting Affairs Manager
who has Served in the Firm that the CPAs belong or Any of its Affiliates in
the Most Recent Year ................................................................................... 88
VIII. Changes in the transfer and pledge of equity among directors, supervisors,
managers, and shareholders with a holding ratio exceeding 10% in the past
year and up to the date the Annual Report was printed ............................... 89
IX. Information of relationship among Top 10 shareholders who are related,
spouses, or relatives within the second degree of kinship ........................... 90
X. Number of shares held by the Company, the Company’s directors,
supervisors, managers, and directly or indirectly controlled businesses and
the consolidated general holding ratio ......................................................... 91
FOUR. Capital and Shares ........................................................................................... 92
I Source of Capital Stock ............................................................................... 92
II Shareholder Structure .................................................................................. 93
III Decentralization of Shareholders ................................................................ 94
IV List of Major Shareholders .......................................................................... 94
V Related information of market considerations per share, net value, earnings,
and dividends for the past two years ........................................................... 95
VI. Company’s Dividend Policy and Implementation Status............................ 95
VII Impacts of free share assignment intended through the current shareholders’
meeting on the Company's operational performance and earnings per share .
.................................................................................................................. 96
VIII Remuneration to employees and that to directors ....................................... 96
IX Buyback of corporate shares ....................................................................... 98
X Corporate bonds .......................................................................................... 98
XI Preferred stock ............................................................................................. 98
XII Global depository receipts ........................................................................... 98
XIII Employee share subscription warrants ........................................................ 98
XIV M&A (including consolidation, acquisition, and severance) ...................... 98
XV Implementation of Capital Utilization Plan ................................................. 98
FIVE. Operational Overview ................................................................................. 99
I. Scope of Operation ...................................................................................... 99
II. Market and Production/Distribution Overview ......................................... 104
III. Information of employees over the past two years up to date the Annual
Report was printed ..................................................................................... 112
IV. Information on Environmental Protection Expenditure ............................ 112
V. Labor-Management Relations ................................................................... 115
VI. Information and Communication Security Management .......................... 118
VII. Important Contracts .................................................................................... 122
SIX. Financial Overview ................................................................................... 123
I. Condensed Balance Sheet and Condensed Comprehensive Income
Statement of the Past Five Years ............................................................... 123
II. Financial Analysis of the Past Five Years .................................................. 127
III. Audit Committee’s Review Report ........................................................... 130
IV. Financial Report from Past Year .................................................................. 131
V. Financial Difficulties Encountered by the Company and Its Affiliates
During the Most Recent Fiscal Year Up to the Date of Publication of the
Annual Report ........................................................................................... 217
VI. Financial Difficulties Encountered by the Company and Its Affiliates over
Past Year up to the Date the Annual Report Was Printed .......................... 308
SEVEN. Discussion and Analysis of Financial Standing and Financial Performance
and Risks .................................................................................................................... 309
I. Financial Standing Comparative Analysis ................................................ 309
II. Discussion and Analysis of Financial Performance and Risks .................. 310
III. Cash Flow Analysis ................................................................................... 311
IV. Impacts of Major Capital Expenditure on Finance over Past Year ........... 312
V. Main Reasons for Profits or Losses of Latest Reinvestment Policy,
Improvement Plan, and Investment Plan for the Coming Year ................. 312
VI. Matters to Be Analyzed and Evaluated as Part of Risk Management ....... 312
VII. Other Important Matters ............................................................................ 317
Eight. Special Records ............................................................................................... 318
I. Information of affiliated enterprises .......................................................... 318
II. Private placement securities handling situation in the most recent year and
as of the printing of the annual report ....................................................... 322
III. Status of holding or disposal of the Company’s shares by subsidiaries in the
most recent year and as of the date of publication of the annual report .... 322
IV. Other necessary supplementary explanations ............................................ 322
V. Matters that have a significant impact on shareholders' equity or securities
prices in the most recent year and as of the date of publication of the annual
report ......................................................................................................... 322

ONE. Letter to Shareholders

I. Operational Status of 2022

Clarification:

Impacted by the pandemic, economies around the world over the past three years mostly remained stagnant or even deteriorated and nearly half of the population in each country has contracted COVID-19. Fortunately, as vaccination popularized in 2022, borders reopened and anti-pandemic measures were lifted and people started to have their life back. It is worth mentioning that “Home Office,” “Shared Office,” and “Cloud Storage and Processing” have become a common practice adopted by a lot of enterprises for the sake of saving costs and improving efficiency. The increased 5G and cloud transmission speeds and growing size of data being processed have all expedited the demand for servers and internet equipment. The performance of Gold Circuit hence grew in 2022; both the revenue and profit hit record highs.

The operational accomplishments of 2022 and prospects for 2023 are given below:

  • I. Operational accomplishments of 2022:

  • (1) Operational overview:

In 2022, the total sales value came to $31,558,391 thousand in Taiwan, a growth of $6,008,173 thousand and 23.52% from 2021. The sales volume came to 21,271,607 square feet, a decline of 1,367,829 square feet and 6.04% from 2021.

The total consolidated sales amounted to $32,785,064 thousand in 2022, a growth of $6,177,590 thousand and 23.22% from 2021.

(2) Gains or losses (Taiwan):

Operating gross profit: It climbed 36.03% and showed an increase of $830,045 thousand in 2022 from 2021.

Net profit before tax: It climbed 53.66% and showed an increase of $1,824,445 thousand in 2022 from 2021.

1

Item 2021 2022 Increase
(Decrease)
Growth (%)
Operating income 25,550,218 31,558,391
6,008,173

23.52%
Operating cost 23,246,187 28,424,315
5,178,128
Gross profit 2,304,031 3,134,076
830,045

36.03%
Operating expenses 1,147,453 1,453,610
306,157
Other income and
expense/losses
(2,846) 17,934
20,780
Net operating profit 1,153,732 1,698,400
544,668

47.21%
Net profit (loss) before
tax
3,400,314 5,224,759
1,824,445

53.66%
Net profit (loss) for
current term
2,926,854 4,567,875
1,641,021

56.07%

(3) Gains or losses (combined):

Operating gross profit: It climbed 37% and showed an increase of $2,357,048 thousand in 2022 from 2021.

Net profit before tax: It climbed 57.79% and showed an increase of $2,339,815 thousand in 2022 from 2021.

Item 2021 2022 Increase
(Decrease)
Growth (%)
Operating income 26,607,474
32,785,064

6,177,590

23.22%
Operating cost
Gross profit
Operating expenses
Other income and
expense/losses
Net operating profit
Net profit (loss) before
tax
20,236,434
24,056,976

3,820,542
6,371,040
8,728,088

2,357,048

37%
2,245,700
2,705,292

459,592
(2,819)
13,916

16,735
4,122,521
6,036,712

1,914,191

46.43%
4,048,518
6,388,333

2,339,815

57.79%
Net profit (loss) for
current term
2,926,854
4,567,875

1,641,021

56.07%
  • (4) 2022 budget implementation: No financial forecast has been prepared

2

Analysis of financial income and expenditure and profitability:

Item 2021 2022
Net operating gain (loss) 4,122,521
6,036,712
Net gains after tax 2,926,854
4,567,875
Mean value of assets 23,314,891
27,510,442
Mean shareholder’s equity 10,333,875
12,863,066
Comparison ofprofitability:
1. Return on assets 12.79%
16.87%
2.(Return on shareholder equity 28.32%
35.51%
3. Netprofit rate 11.0%
13.9%
4. Netprofit(loss) per share 5.41
8.86

II. 2023 Business Plan

With the pandemic placed under control in the second half of 2022, governments around the world gradually lifted control measures. The global economy slowly recovered. Nevertheless, most financial and economic scholars and government officials appear to be conservative about the economic outlook of 2023 mainly because of inflation yet to be effectively controlled.

Gold Circuit servers and Netcom boards remain promising mainstream products. The Company will also continue to adopt robust policies with an emphasis over quality instead of quantity. The throughput is not expanded significantly. Instead, we work primarily to enhance our technical capabilities and devote ourselves to smart data management by introducing more precise and energy-saving and carbon-reducing equipment as well as adjusting our portfolio for increased production value. It is our hope to reduce carbon emissions while at the same time enhancing profits for a winwin situation.

To meet the needs of customers for products not made in Mainland China and Taiwan, the Company also proactively evaluated the possibility of building plants in Southeast Asia at the end of 2022 and hopefully a more defined schedule will be available in 2023 to be shared with respective shareholders.

Chairman

Chen-Tse Yang

Manager Chen-Tse Yang

Accounting Supervisor Chang-Chin Yang

3

TWO. Company Profile

I. Date of Establishment:

September 5, 1981

II. Company History:

1981 The Company was established in September with a capital size of NT$10 million. The Plant is located in Taoyuan City, with an area of 837.6 ping (1 ping = 3.305785 m[2] ). The Company is a limited company and mainly produces printed circuit boards.

1982 Obtained American UL certification in June.

The capital was increased to NT$30 million, and the Company 1984 was changed to a joint stock limited company. 1986 Completed the research and development of multilayer boards. The capital is increased to NT$60 million for the purchase of 1987 503.7 ping of land for offices, dormitories and factories. The capital was increased to NT$90 million for the purchase 1988 of 231.4 ping of land for offices, dormitories and factories. Purchased precision equipment of AOI and CAM.

The production capacity was increased to 100,000 ping per month.

The capital was increased to NT$160 million and completed 1989 the first phase of expansion of the Taoyuan Plant. Started production of six-layer boards.

The capital was increased to NT$198 million for purchasing 1990 310.7 ping of land for parking lots. The second phase of the expansion of Taoyuan Plant was completed. Started production of eight-layer boards.

The capital was increased to NT$243.8 million, and the SEC 1991 approved the public offering.

The production capacity reached 120,000 ping per month. CommonWealth Magazine ranked the Company No. 816 1992 among Top 1,000 manufacturers. The capital was increased to NT$300 million, with a 1993 production capacity of 150,000 ping per month. Obtained ISO-9002 certification in June.

Cooperate with China Computer in the planning by the Bureau of Industry to implement whole-plant automation. CommonWealth Magazine ranked the Company No. 681 among Top 1,000 manufacturers.

Completed the whole-plant automation planning for the 1994 Bureau of Industry.

The production capacity reached 180,000 ping per month, and the business turnover in August exceeded NT$100 million for the first time.

4

Acquired 152.5 ping for the second plant and 42.7 ping for the motorcycle parking area. CommonWealth Magazine ranked the Company No. 628 among Top 1,000 manufacturers.

The production capacity reached 300,000 square feet per month, and the business turnover in September exceeded 1995 NT$220 million for the first time.

Obtained NT$200 million major investment approval from the Bureau of Industry to increase the introduction of foreign labor.

Acquired 459 ping of land next to the second plant for parking lots and dormitories for foreign workers.

CommonWealth Magazine ranked the Company No. 383 among Top 1,000 manufacturers.

The capital was increased to NT$600 million. The business turnover in September exceeded NT$300 million for the first 1996 time. Purchased 8121.8 ping of land in Zhongli Industrial Zone, and planned to expand production capacity.

The Company was selected as a demonstration and counseling plant by the Bureau of Industry, and accepted counseling to establish the ISO 14001 system.

CommonWealth Magazine ranked the Company No. 282 among Top 1,000 manufacturers, and No. 13 in business performance among Top 1,000 manufacturers.

Production capacity reached 450,000 square feet per month in 1997 March.

The capital was increased to NT$990 million in August, and the business turnover in October exceeded NT$500 million for the first time. Obtained ISO 14001 certification from the Commodity Inspection Bureau in October. Production capacity reached 600,000 square feet per month in November. In December, the business turnover exceeded NT$600 million for the first time.

CommonWealth Magazine ranked the Company No. 186 among Top 1,000 manufacturers.

Ranked No. 132 among the 500 International Chinese Entrepreneurs.

1998 The Company’s stock was listed in March. The capital was increased to NT$1,773 million in June. Production capacity reached 900,000 square feet per month in August.

CommonWealth Magazine ranked the Company No. 174 among Top 1,000 manufacturers.

1999 Started the production and sales of 16-layer boards in March. Obtained QS-9000 certification in June.

The capital was increased to NT$2,688,800,000 in July.

5

In November, the business turnover exceeded NT$700 million for the first time. CommonWealth Magazine ranked the Company No. 178 among Top 1,000 manufacturers. 2000 Started the production and sales of 20-layer boards in March. The capital was increased to NT$3,247,660,000 in August. Started construction of Suzhou Plant in mainland China in October. In November, the business turnover exceeded NT$1,000,000,000 billion for the first time. CommonWealth Magazine ranked the Company No. 153 among Top 1,000 manufacturers. In March, President Mao-Hsiung Li retired and Ching-Pei Lin 2001 was promoted to Senior Vice President. ObtainedTL-9000 certification in August. The capital was increased to NT$3,908,700,000 in August. In September, the construction of Zhongli Plant III was completed, which provides the private land for the drilling process and staff dormitories. 2002 In April, CEO Chao-Ying Chu joined the Company. A fire broke out in the Plant I on September 1. In October, Deputy Chairman Chiu-Ming Chen joined the Company. The capital was increased to NT$4,104,135,000in October. In May, Mr. Chen-Nan Chen was appointed as the president of 2003 Suzhou Gold Circuit Electronics Ltd. In the second quarter, the 10-layer board products of Suzhou Gold Circuit Electronics Ltd. obtained customer certification. In the third quarter, Suzhou Gold Circuit Electronics Ltd. increased production capacity to 450,000 square feet. Successfully importedthe ORACLE ERP system in September. Issued NT$600 million of convertible corporate bonds in 2004 April. The capital was increased to NT$4,437,475,000 in July. Suzhou Gold Circuit Electronics Ltd. increased production capacity to 600,000 square feet. CommonWealth Magazine ranked the Company No. 182 among Top 1,000 manufacturers. 2005 The capital was increased to NT$4,889,168,110 in November. Increased investment in the Suzhou Plant to US$41 million and completed its expansion to 900,000 square feet. The Company’s net profit after tax exceeded NT$1 billion for the first time.

6

CommonWealth Magazine ranked the Company No. 193 among Top 1,000 manufacturers. 2006 The capital was increased to NT$5,118,080,990 in June. In October, CEO Chao-Ying Chu retired and the position was concurrently taken by Deputy Chairman Chiu-Ming Chen. In the second quarter, the Suzhou Plant increased production capacity to 1,200,000 square feet. In the fourth quarter, the Changshu Plant increased production capacity to 300,000 square feet. CommonWealth Magazine ranked the Company No. 169 among Top 1,000 manufacturers.

The production capacity of the Taiwan Plant was expanded to 2007 900,000 square feet per month. The Suzhou Plant increased production capacity to 1,500,000 square feet in the fourth quarter. The Changshu Plant increased production capacity to 1,200,000 square feet in the fourth quarter CommonWealth Magazine ranked the Company No. 157 among Top 1,000 manufacturers.

2008 The capital was increased to NT$5,527,528,555 in July. The production capacity of the Taiwan Plant was expanded to 1,000,000 square feet per month. Increased investment in the Changshu Plant to US$30.01 million. CommonWealth Magazine ranked the Company No. 163 among Top 1,000 manufacturers.

2009 Increased investment in the Suzhou Plant to US$68 million. The capital was increased to NT$5,691,758,410 in October. CommonWealth Magazine ranked the Company No. 188 among Top 1,000 manufacturers.

2010 Increased investment in the Suzhou Plant to US$98 million. In May, the 100%-invested grandson company acquired 100% equity of Hongjie Circuit (Changshu) Co., Ltd. for US$2. The monthly HDI production capacity reached 50,000 square feet at the end of the year.

CommonWealth Magazine ranked the Company No. 219 among Top 1,000 manufacturers.

2011 Increased investment in Hongjie Circuit (Changshu) Co., Ltd. to US$13 million, and the monthly HDI capacity reached 200,000 square feet at the end of the year.

November 4,263 thousand treasury stock shares were canceled for capital reduction; the capital stock after the reduction was NT$5,649,128,410.

CommonWealth Magazine ranked the Company No. 210 among Top 1,000 manufacturers.

7

In February, Hongjie Circuit (Changshu) Co., Ltd. changed its
name toChangshu Gold Circuit Electronics Ltd.
On April 19, a fire broke out in the electroplating line of
2012 Changshu Gold Circuit Electronics Ltd.
Increased investment in Changshu Gold Circuit Electronics
Ltd. to US$20 million.
CommonWealth Magazine ranked the Company No. 219
among Top 1,000 manufacturers.
On January 1, Mr. Ching-Pei Lin became the CEO of the
Company.
2013 Increased investment in Changshu Gold Circuit Electronics
Ltd. to US$33 million.
CommonWealth Magazine ranked the Company No. 201
among the top 2,000 manufacturing companies.
The consolidated revenue for the year exceeded NT$20 billion
for the first time.
CommonWealth Magazine ranked the Company No. 177
2014 among the top 2,000 manufacturing companies.
Ranked top 10 among listed companies in terms of average
employee salary growth in 2014, and was awarded the “Salary
Progress Award” of the Taiwan Stock Exchange.
The three plants in Mainland China undertook the automotive
board business.
2015 The copper plate embedded product was successfully
developed.
CommonWealth Magazine ranked the Company No. 174
among Top 2000 manufacturers.
12,666 thousand treasury stock shares of August were
canceled for capital reduction; the capital stock after the
2016 reduction was NT$5,522,468,410.
CommonWealth Magazine ranked the Company No. 172
among Top 2000 manufacturers.
The Audit Committee and Compensation and Remuneration
Committee were established in June.
In November, Chairman Chang-Chih Yang and Deputy
2017 Chairman Chiu-Ming Chen retired, and Mr. Chen-Tse Yang
was promoted to Chairman.
In December, CEO Ching-Pei Lin retired.
CommonWealth Magazine ranked the Company No. 181
among Top 2000 manufacturers.
On January 2, Mr. Sheng-Lang Huang became the CEO of the
Company.
In May, Mr. Sheng-Lang Huang resigned as CEO of the
2018 Company, and Mr. Chen-Tse Yang concurrently served as
CEO.
In October, cancelled 57,590 thousand treasury shares and
reduced the corresponding capital; the capital stock after the

8

reduction was NT$5,464,878,410. CommonWealth Magazine ranked the Company No. 173 among Top 2000 manufacturers. The consolidated revenue of December exceeded NT$2 billion since 2014 again. 2019 CommonWealth Magazine ranked the Company No. 177 among Top 2000 manufacturers. Consolidated revenue in April hit a monthly record of NT$2.23 billion. 2020 CommonWealth Magazine ranked the Company No. 146 among Top 2000 manufacturers. The consolidated revenue of November exceeded NT$2.5 billion for the first time. 2021 The annual consolidated revenue of NT$26.6 billion hit a record high. The consolidated revenue exceeded NT$3 billion for the first time in May. Capital reduction in cash of 54,648,784 shares occurred in 2022 July; after the reduction, the capital stock came to NT$4,918,390,570. The annual consolidated revenue of NT$32.8 billion hit a record high.

9

THREE. Corporate Governance Report

I. Organizational System

  1. Organizational Structure

Organizational Chart of Gold Circuit Electronics Ltd.

==> picture [444 x 291] intentionally omitted <==

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

Shareholders’ meeting
Compensation and
Remuneration Committee Board of Directors meeting
Audit Committee
Audit Office
Chairman Chairman’s
Office
CEO
Factory Factory Sales
President President General Industrial President
Administration Safety
Office Center
Research and Development Department Taiwan Plant Suzhou Plant Changshu Plant 1 Changshu Plant 2 Design Engineering Center Quality Center Customer Service Center Equipment Engineering Center Industrial Engineering Center IT Center Human Resources Center Administration center Procurement Center Customer Project Sales Center Financial Center Ethics Department
----- End of picture text -----

2. Major Departments and Their Scope of Operation:

Department Supervisor Main responsibilities
Shareholders’
Meeting
■ The Company’s highest decision-making authority
■ Functions in accordance with the Company Act and other applicable laws and
regulations
Audit
Committee
■ Audits the Company’s accounting system, financial standing, financial reporting
procedure, and how material financial operations are handled
■ Reviews if the Company’s financial report is prepared truthfully, thoroughly, and
transparently

10

■ Reviews if the acquisition or disposal of assets, trading of derivatives, lending of funds
to others, providing others with endorsements or guarantees, and mergers, divisions,
acquisitions, or assignment of shares meet regulatory requirements, interpretations
through administrative letters, and the Company’s internal requirements
■ Other responsibilities as defined in the Articles of Incorporation, Corporate Governance
Regulations,or as decided bythe Board of Directors.
Compensation
and
Remuneration
Committee
■ Defines and regularly reviews policies, systems, standards, and structures related to the
performance evaluation and the salary and compensation of directors, supervisors, and
managers.
■ Periodically evaluates and determines the salary and compensation of directors,
supervisors,and managers.
Audit Office Vice Director
Ming-Yuan Wu
■ Audits and evaluates the internal control system and provides advice based on the
analysis/evaluation
Taiwan Plant President
Chin-SungTsai
■ Produces/Manufacturers PCBs, prepares quality and production line management and
productionplans,and maintains equipment
Suzhou Plant President
Chin-SungTsai
■ Produces/Manufacturers PCBs, prepares quality and production line management and
productionplans,and maintains equipment
Changhsu
Plant 1
President
Te-MingYang
■ Produces/Manufacturers PCBs, prepares quality and production line management and
productionplans,and maintains equipment
Changhsu
Plant 2
President
Te-MingYang
■ Produces/Manufacturers PCBs, prepares quality and production line management and
productionplans,and maintains equipment
Quality Center
Senior Vice
President
Chung-Chih Lung
■ Implements quality control action goal and plan, comprehensively takes care of how the
quality system works and quality management-related matters and customer service
General
Administration
Office

Vice President
Sheng-Hsien Lin
■ Plans and implements various human resources management systems
■ Integrates and plans information systems

11

■ Plans and supervises various environmental protection and industrial safety matters,
maintains an optimal work environment andpersonal safetyof employees.
Procurement
Center
Assistant Vice
President Ta-Kun
Yang
■ Purchases high-quality and low-cost raw materials and supplies that meet market
demand
Sales Center President Hsi-
Kuei Huang
■ Handles general marketing of various products and customer development
Financial
Center
Vice President
Chang-Chin Yang
■ Financial operations and planning, funds management and respective accounting affairs,
taxation,and other financial/accountingbusinesses

12

II. Information of Directors, Supervisors, President, Vice President, Assistant Vice President, and Heads of Various Departments and Branches:

April 16,2023 April 16,2023 April 16,2023 April 16,2023 April 16,2023 April 16,2023 April 16,2023 April 16,2023 April 16,2023 April 16,2023
Job title Nationality
or
registered
domicile

Name
Gender/Age Appointment
date
Term
in
office
Initial date
of
inauguration
Shares held upon
inauguration
Number of shares currently held
Number of shares
held by
representatives
Number of shares currently
held by the spouse and minor
child(ren)
Shares held in someone else’s
name
Number of
shares
Shareholding
ratio

Number of shares
Shareholding
ratio

Number
of
shares

Shareholding
ratio

Number of
shares
Shareholding
ratio

Number of
shares
Shareholding
ratio
Chairman
and CEO
Republic
of China
Chen-Tse Yang Male
51~60 years
old
7/20/2021 3
years
05/06/1996 19,234,685 3.52% 17,653,216 3.59%
Director and
shareholding
holding at
least 10% of
shares

Republic
of China
Chang-Chih
Yang
Male
71~80 years
old
7/20/2021 3
years
09/05/1981 107,258,019 19.63% 96,622,217 19.65% 27,651,870 5.62% 11,012,760 2.24%
Director and
Special
Assistant
Republic
of China
Chang-Chin
Yang
Male
61~70 years
old
7/20/2021 3
years
01/06/1987 2,984,110 0.55% 2,652,400 0.54%
Director and
Head of
Department
Republic
of China
Chen-Jung
Yang
Female
41~50 years
old
7/20/2021 3
years
12/16/1997 7,157,945 1.31% 6,442,150 1.31% 180,783 0.04%
Director Republic
of China
King Hsiang
Investment Co.
Representative:
Jung-Tung Tsai


Male
61~70 years
old
7/20/2021 3
years
06/12/2017 5,723,750 1.05% 5,151,375 1.05% 0 0%
Director Republic
of China
Lien-Mei Lin Female
61~70 years
old
7/20/2021 3
years
06/11/2018 171,449 0.03% 154,304 0.03%
Independent
Director
Republic
of China
Jen-Jou Hsieh Male
71~80 years
old
7/20/2021 3
years
06/12/2017 212,018 0.04%
Independent
Director
Republic
of China
Wen-Shih
Chiang
Male
81~90 years
old
7/20/2021 3
years
06/12/2017 4,765 0.00% 4,288 0.00%
Independent
Director
Republic
of China
Tzu-Ying Lin Female
51~60 years
old
7/20/2021 3
years
06/12/2017

6

Title Name Major experience/education Position held in the Company
and any other company at present
Other department heads, directors, or supervisors
who are the spouse or a relative within the second
degree of kinship
Other department heads, directors, or supervisors
who are the spouse or a relative within the second
degree of kinship
Other department heads, directors, or supervisors
who are the spouse or a relative within the second
degree of kinship
Remarks
(Note4)
Title Name Relationship
Chairman
and CEO
Chen-Tse Yang Department of Business
Administration, Chinese Culture
University
MBA, Pace University, New
York
Business Specialist, Deputy
Manager, Manager, Director,
Assistant Vice President, and
Senior Vice President of Gold
Circuit Electronics Ltd.
Chairman (Incumbent) of Gold
Circuit Electronics Ltd.
Chairman of Suzhou Gold
Circuit Electronics Ltd.,
Changshu Gold Circuit
Electronics Ltd., and Changshu
Gold Circuit Technology Co.,
Ltd.
Chairman of King Hsiang
Investment Co., Ltd.
Director of Chia Hui Investment
Co., Ltd.
Director
Director
Chang-Chih
Yang
Chen-Jung Yang

Father-Son
Brother-Sister
The Chairman started
as a grassroots worker
and has worked at
respective departments
of the Company for
nearly 30 years
combined. He is
familiar with
developments in the
sector and the scope of
operation at each
department. He is
highly capable of
coordinating and has
been communicating
well with directors and
heads of respective
departments. People
throughout the
Company work
together. He is also the
best president candidate
now.
Director Chang-Chih
Yang
Business Administration
Department, Tamsui Vocational
School
Chairman (Former) of Gold
Circuit Electronics Ltd.
Director of Suzhou Gold Circuit
Electronics Ltd., Changshu Gold
Circuit Electronics Ltd., and
Changshu Gold Circuit
Technology Co., Ltd.
Director of King Hsiang
Investment Co., Ltd.
Chairman of Chia Hui
Investment Co., Ltd.
Chairman
Director
Chen-Tse Yang
Chen-Jung Yang

Father-Son
Father-Daughter

7

Director Chang-Ching
Yang
Department of Mechanical
Engineering, Tamkang
University
Assistant Manager of
Manufacturing, Design
Engineering, and Production
Control, Manager of the
Computer Department, and
Special Assistance to the
Chairman of Gold Circuit
Electronics Ltd.
Director, Gold Circuit
Electronics Ltd.
Special Assistant to the Chairman
of Suzhou Gold Circuit
Electronics Ltd.

Vice President
of the Finance
Department
Chang-Chin
Yang
Brothers
Director Chen-Jung Yang
Department of Law, National
Chung Hsing University
Legal Manager, Gold Circuit
Electronics Ltd.
Spokesman, Gold Circuit
Electronics Ltd.
Director, Gold Circuit
Electronics Ltd.
Director of Suzhou Gold Circuit
Electronics Ltd., Changshu Gold
Circuit Electronics Ltd., and
Changshu Gold Circuit
Technology Co., Ltd.
Director of King Hsiang
Investment Co., Ltd.
Director of Chia Hui Investment
Co., Ltd.
Director
Chairman
Chang-Chih
Yang
Chen-Tse Yang
Father-Daughter
Brother-Sister
Director King Hsiang
Investment Co.,
Ltd.
The Company’s subsidiary with a
direct investment of 99.997%
None None None
Representative:
Jung-Tung Tsai
MBA, Indiana University, USA
President, Taishin Bank
President, Ta Chong Bank
Director, Gold Circuit
Electronics Ltd.
Representative of Corporate
Director of Vizionfocus Inc.
Representative of Corporate
Director of Chang Wah
Technology
Independent Director of Elite
Material Co., Ltd.
Independent Director of ALi
Corporation
Independent Director of
Mercuries Life Insurance
Director Lien-Mei Lin Ming Chuan Commercial
College
Sales Department, Compeq
Manufacturing Co., Ltd.
None None None

8

Independent
Director
Jen-Jou Hsieh Industrial Engineering
Department, Chung Yuan
Christian University
EMBA, Sun Yat-Sen University
(Guangzhou)
President, Commodore
International
Chairman, Shenzhen Huamao
Electronics Co., Ltd.
Independent Director, Gold
Circuit Electronics Ltd.
None None None None
Independent
Director
Wen-Shih
Chiang
Department of Business
Management, Tatung University
Financial Manager, Chi Wei
Technology Co., Ltd.
Financial Manager and Audit
Manager of Gold Circuit
Electronics Ltd. (Retired in 2001)
Independent Director, Gold
Circuit Electronics Ltd.

None
None None None
Independent
Director
Tzu-Ying Lin Department of Law, National
Chung Hsing University
Judge of Taoyuan District Court
Lawyer of Tzu-Ying Lin Law
Firm
Independent Director, Gold
CircuitElectronicsLtd.
Supervisor of Le Young
Construction Co., Ltd.
None None None

Note 1: For corporate shareholders, names of corporate shareholders and representatives shall be listed separately (for a representative of a corporate shareholder, the name of the corporate shareholder shall be specified) and Table 1 below shall be completed.

Note 2: For the duration as director or supervisor of the Company for the first time, any disruption shall be noted and specified.

Note 3: Experience relevant to the current position. The title and the duties shall be specified for any position held during the said period in the CPA firm or any of its affiliates.

Note 4: When the chairman and president or someone charged with equivalent responsibilities (the highest-ranking manager) are the same person, are each other’s spouse, or are relatives of the first degree of kinship, the reason, legitimacy, necessity, and countermeasures shall be stated (such as addition of independent directors and with a majority of directors who are not also employees or managers): Mr. Chen-Tse Yang took office as the Company’s CEO in November 2017. He has been working for the Company for nearly 30 years and has worked at different departments. Despite the fact that the Chairman and the CEO are the same person, he is the largest shareholder and is capable of communicating with the leaders and managers at respective departments, which makes the directors believe that it is the best arrangement for the Company for the time being. Besides this, the Company has been making profits each year. Both the revenue and profits of 2022 were unprecedented in the history of the Company since establishment. The transition is slowly stabilizing to facilitate future succession. The highest-ranking manager will be selected among existing managers. After the revisions made to the Articles of Incorporation are approved through the 2022 shareholders’ meeting, one independent director will be added for 2023 to achieve the goal of four independent directors in the Company.

9

Table 1: Major shareholders of corporate shareholders

April 16, 2023

Table 1: Major shareholders of corporate shareholders April 16,2023
Name of corporate
shareholder (Note 1)
Major shareholder of the corporate shareholder (Note 2)
King Hsiang Investment
Co., Ltd.
Gold Circuit Electronics Ltd. 99.997%
Chang-Chih Yang 0.0005%
Jui-Ching Li 0.0005%
Chen-Tse Yang 0.0005%
Chen-Jung Yang 0.0005%
Chang-Wang Yang 0.0005%
Tung-Yang Yang 0.0005%

April 10, 2023

April 10,2023
Name of corporate
shareholder (Note 1)
Major shareholder of the corporate shareholder (Note 2)
Chia Hui Investment Co.,
Ltd.
Chang-Chih Yang 90.0%
Jui-Ching Li 5.0%
Chen-Tse Yang 2.5%
Chen-Jung Yang 2.5%

Note 1: When the director/supervisor is a corporate shareholder, the name of the said corporate shareholder shall be provided.

Note 2: The names of major shareholders (those with a holding ratio among Top 10) and their holding ratios shall be provided. If their major shareholders are also corporations, Table 2 below shall be completed, too.

Note 3: When a corporate shareholder is not a corporation/an organization, the names and holding ratios of the shareholders indicated in the foregoing whose information shall be disclosed will be the name and the funding ratio or donation ratio of the funder or donor.

10

Table 2: Major shareholder of the primary shareholder in Table 1 that is a corporation

April 16, 2023

Table 2: Major shareholder of the primary shareholder in Table 1 that is a corporation
April 16,2023
Major shareholder of the primary shareholder in Table 1 that is a corporation
April 16,2023
Name of corporation
(Note 1)
Major shareholder of the corporation and the shareholding ratio (Note 2)
Gold Circuit
Electronics Ltd.
Chang-Chih Yang
New Labor Pension Fund
Jui-Ching Li
Fubon Life Insurance Co., Ltd.
Chen-Tse Yang
Chia Hui Investment Co. Ltd.
Cathay Life Insurance Fiduciary JP Morgan Fleming Trust Company Investment Account
Yuanta Taiwan High-Dividend Quality Leading Funds Account
Ya-Pin Cheng
Public Service Pension Fund Management Board
19.65 %
6.31 %
5.62 %
5.21 %
3.59 %
2.24 %
2.00 %
1.63 %
1.56 %
1.54 %

Note 1: If a major shareholder shown in Table 1 above is a corporation, the name of the corporation shall be provided.

Note 2: The names of major shareholders (those with a holding ratio among Top 10) and their holding ratios shall be provided.

Note 3: When a corporate shareholder is not a corporation/an organization, the names and holding ratios of the shareholders indicated in the foregoing whose information shall be disclosed will be the name and the funding ratio or donation ratio of the funder or donor.

11

1. Disclosure of Professionalism of Directors and Supervisors and Independence of Directors:

Criteria
Name
More than five years of work experience and the following
professionalism
More than five years of work experience and the following
professionalism
More than five years of work experience and the following
professionalism
Fulfillment of independence (Note 2) Fulfillment of independence (Note 2) Fulfillment of independence (Note 2) Fulfillment of independence (Note 2) Fulfillment of independence (Note 2) Fulfillment of independence (Note 2) Number of
companies
where the
person serves
as an
independent
director
Lecturer or higher
ranking at the
business, legal
affairs, financial
affairs, or
accounting
department, or
other departments
relating to
corporate operation
of public and
private colleges and
universities

Judge, prosecutor,
lawyer, CPA, or
other professionals
and technicians that
have taken and
been approved in
national exams
required for
corporate operation
Work experience
required for
commerce, legal
affairs, financial
affairs, accounting
department, or
corporate
operations
1 2 3 4 5 6 7 8 9 10 11 12
Chen-TseYang 0
Chang-Chih Yang 0
Lien-Mei Lin 0
Chang-Ching Yang 0
Chen-Jung Yang 0
King Hsiang Investment
Co., Ltd.
Representative:
Jung-Tung Tsai
0 2
Jen-JouHsieh 0
Wen-Shih Chiang 0
Tzu-YingLin 0

Note 2: When any of the following conditions is met for each director or supervisor during the two years prior to and during their tenure, please put “ ✓ ” in the box beneath the code for each condition.

  • (1) Not an employee of the Company or any of its affiliates.

  • (2) Not a director or supervisor of the Company or any of its affiliates. (The same does not apply, however, to independent directors set up by the Company and its parent company or subsidiary or a subsidiary that shares the same parent company according to the Act or the local laws and regulations.)

  • (3) Not a natural person shareholder that holds by himself/herself or by his/her spouse or minor child in someone else’s name more than 1% of all circulating shares of the Company or is on the Top 10 shareholding list.

  • (4) Not the spouse, a relative within the second degree of kinship, or a direct blood relative within the third degree of kinship of the managers listed under (1) or those listed under (2) and (3).

  • (5) Not a director, supervisor, or employee of an institutional shareholder directly holding at least 5% of the circulating shares of the Company or that ranks Top 5 in shareholding ratio or that assigns a representative to serve as director or supervisor of the Company according to Article 27 Paragraph 1 or 2 of the Company act. (The same does not apply, however, to independent directors set up by the Company and its parent company or subsidiary or a subsidiary that shares the same parent company according to the Act or the local laws and regulations.)

  • (6) Not a director, supervisor, or employee of another company with the number of directors in the Company or shares entitled to votes accounting for a majority that is controlled by the same person. (The same does not apply, however, to independent directors set up by the Company or its parent company or subsidiary or a subsidiary that shares the same parent company according to the Act or the local laws and regulations.)

  • (7) Not a director, supervisor, or employee of another company or institution whose chairman, president, or someone assigned with similar responsibilities is the same person or the spouse of that of the Company. (The same does not apply, however, to independent directors set up by the Company and its parent company or subsidiary or a subsidiary that shares the same parent company according to

12

the Act or the local laws and regulations.)

  • (8) Not a director, supervisor, or manager, or shareholder holding at least 5% of shares of a specific company or institution that is financially or commercially related to the Company. (The same does not apply, however, if the said specific company or institution holds at least 20% yet less than 50% of the circulating shares of the Company and to independent directors set up by the Company and its parent company or subsidiary or a subsidiary that shares the same parent company according to the Act or the local laws and regulations.)

  • (9) The amount of rewards received for business, legal affairs, financial affairs, and accounting services provided over the past two years to the Company or any of its affiliates.

  • (10) Not the spouse or a relative within the second degree of kinship to any other director of the Company.

  • (11) None of the conditions indicated under Article 30 of the Company Act.

  • (12) Not a government agency, corporation, or its representative set forth in Article 27 of the Company Act.

13

2. Diversification and Independence of Board of Directors

Members of the Board of Directors shall possess the knowledge, skills and attainments needed to perform their duties. The capabilities expected of the Board of Directors as a whole for the sake of achieving the ideal goals of corporate governance are as follows:


Name

Chen-Tse
Yang

Chang-
Chih Yang

Lien-Mei
Lin

King Hsiang
Investment Co.,
Ltd.
Representative:
Jung-TungTsai

Chang-
Ching Yang

Chen-
Jung Yang

Jen-Jou
Hsieh
Wen-Shih
Chiang
Tzu-Ying Lin
Title Chairman Director Director Director Director Director Independent
Director
Independent
Director
Independent
Director
Gender Male Male Female Male Male Female Male Male Female
Employee v v v v
1 Capable of making
operational judgment
v v v v v v
2 Capable of accounting and
financial analyses
v v v
3 Capable of operational
management
v v v v v v v v v
4 Capable of crisis
management
v v v v v v v v
5 Industrial knowledge v v v v v v v v v
6 International market views v v v v v v v v v
7 Leadership v v v v v v v
8 Decision-making ability v v v v v
9 Professional legalskills v v

14

Plans succession of Board of Directors members (including at least the Chairman) and important management (including at least the highest-ranking manager) and how the Board of Directors shall work

In succession planning, the successors must have outstanding capabilities required for work, share the same beliefs as the Company, and be honest, righteous, good at communicating, innovation, and trustworthy for customers.

Among the current nine directors are three independent directors. During election/selection, their professional background (law, accounting, industry, finance, marketing, or technology, etc.) and professional skills (the ability to make operational judgment, the ability to analyze accounting and finance, administration and management capabilities, industrial knowledge, international market views, leadership, and decision-making capability) as well as diversification of professionalism and gender equity shall be considered so that more aspects may be covered during the decision-making process.

Besides professional background and skills, members of the Board of Directors must specialize in corporate operation and planning and in the business run. In order for members of the Board of Directors to improve their professionalism and constantly make progress, besides professionalism of each director, finance, risk management, business operation, commerce, legal affairs, accounting, corporate social responsibility, or internal control system or financial reporting-related courses, among others that have to do with the industrial sector that the Company is in, are arranged, at least 6 hours per person per year beside the professionalism of each director, to ensure that members of the Board of Directors possess equivalent industrial knowledge and receive new knowledge.

Most of the important managers of the Company now are those who have been working at respective departments for years, with robust skills and abilities at work. Communications are going smoothly at respective departments; colleagues trust one another and are familiar with how the Company operates and see eye to eye with the corporate culture. Meanwhile, besides current managers, there are reserve managers available at respective departments who are receiving necessary training. Mr. Chen-Tse Yang took office as the Company’s CEO in November 2017. He has been working for the Company for nearly 30 years and has worked at different departments. Despite the fact that the Chairman and the CEO are the same person, he is the largest shareholder and is capable of communicating with the leaders and managers at respective departments, which makes the directors believe that it is the best arrangement for the Company for the time being. Besides this, the Company has been making profits each year. Both the revenue and profits of 2022 were unprecedented in the history of the Company since establishment. The transition is slowly stabilizing to facilitate future succession. The highest-ranking manager will be selected among existing managers.

15

3. President, Vice President, Assistant Vice President, and Heads of Various Departments and Branches:

Profile of President, Vice President, Assistant Vice President, and Heads of Respective Departments and Branches

April 16, 2023

Title
(Note 1)
Name Gender Nationality Date Elected
(Inaugurated)
Shares held Shares held Shares held by the
underage
spouse or any
child
Shares held in s
nam
omeone else’s
e
Number of shares Shareholding
ratio
Number of shares Shareholding
ratio
Number of
shares
Shareholding
ratio
Sales President Hsi-Kuei Huang Male Republic of
China
07/04/2012 642 0%
Factory President Chin-Sung Tsai Male Republic of
China
06/16/2013 63,956 0.01%
Senior Vice President Te-Ming Yang Male Republic of
China
09/09/2015 0 0%
Senior Vice President Chung-Chih Lung Male Republic of
China
12/01/2017 45,000 0.01%
Vice President Min-Cheng Liu Male Republic of
China
12/01/2006 290,902 0.06%
Vice President Chang-Chin Yang Male Republic of
China
07/01/1991 1,161,938 0.24% 54,354 0.01%
Vice President Sheng-Hsien Lin Male Republic of
China
08/01/2014 17,100 0.00%
Assistant Vice President Shun-Chien Li Male Republic of
China
12/01/2006 11,734 0.00%
Assistant Vice President Sung-Ying Li Male Republic of
China
12/01/2006 0 0%
Assistant Vice President Ta-Kun Yang Male Republic of
China
08/16/2015 185,500 0.04%
Assistant Vice President Cheng-Hsuen Chung
Male
Republic of
China
09/01/2016 3,000 0.00%
Assistant Vice President Jui-Pin Lee Male Republic of
China
08/16/2018 0 0%
Assistant Vice President Chih-Kung Hu Male Republic of
China
01/11/2019 0 0%
Chief Auditor Ming-Yuan Hu Male Republic of
China
01/10/2023 329 0.00%

16

Title
(Note 1)
Name Major Experience /
Education (Note 2)
Position held in
any other
company at
present
Manager who is the spouse or a relative within
the second degree of kinship
Manager who is the spouse or a relative within
the second degree of kinship
Manager who is the spouse or a relative within
the second degree of kinship
Title Name Relationship
Sales President Hsi-Kuei Huang National Tsing Hua University
Senior Vice President of Gold Circuit
Electronics Ltd.
None
Factory President Chin-Sung Tsai Graduate Institute of Chemical
Engineering, Yuan Ze University
Manager, Director, and Assistant Vice
President of Gold Circuit Electronics Ltd.
None
Senior Vice
President
Te-Ming Yang MBA, University of Leicester
Chief Operating Officer, Bull Will Co., Ltd
President of Suzhou Gold Circuit
Electronics Ltd.
None
Senior Vice
President
Chung-Chih Lung Industrial Engineering Department, Chung
Yuan Christian University
Vice President of Quality Assurance,
Tripod Technology Corporation
Assistant Vice President of Quality
Assurance, Compeq Manufacturing Co.,
Ltd.
None
Vice President Min-Cheng Liu Tatung University
Manager, Director, and Assistant Vice
President of Gold Circuit Electronics Ltd.
None
Vice President Chang-Chin Yang Department of Accounting, Tamkang
University
Manager, Director, and Assistant Vice
President of Gold Circuit Electronics Ltd.
None Director Chang-Ching
Yang

Brothers
Vice President Sheng-Hsien Lin Manager, Director, and Assistant Vice
President of Gold Circuit Electronics Ltd.
None
Assistant Vice
President
Shun-Chien Li Graduate Institute of Business
Administration, Chung Yuan Christian
University
None

17

Title
(Note 1)
Name Major Experience /
Education (Note 2)
Position held in
any other
company at
present
Manager who is the spouse or a relative within
the second degree of kinship
Manager who is the spouse or a relative within
the second degree of kinship
Manager who is the spouse or a relative within
the second degree of kinship
Title Name Relationship
Manager and Director of Gold Circuit
Electronics Ltd.
Assistant Vice
President
Sung-Ying Li U. of Missouri-Columbia, USA, Chemical
Engineering, Ph.D.
Manager and Director of Gold Circuit
Electronics Ltd.
None
Assistant Vice
President
Ta-Kun Yang Department of Industrial Administration,
Chung Hua University
EMBA, National Chiao Tung University
Manager and Director of Gold Circuit
Electronics Ltd.
Director of Changshu Plant 2 of Gold
Circuit Electronics Ltd.
None
Assistant Vice
President
Cheng-Hsuen
Chung
Department of Business Administration,
National Chiao Tung University
Manager and Director of Gold Circuit
Electronics Ltd.
None
Assistant Vice
President
Jui-Pin Lee Chien Hsin University of Science and
Technology
Manager and Director of Gold Circuit
Electronics Ltd.
None
Assistant Vice
President
Chih-Kung Hu Chien Hsin University of Science and
Technology
Manager and Director of Gold Circuit
Electronics Ltd.
None
Chief Auditor Ming-Yuan Wu National Chin-Yi University of Technology
Manager and Vice Director ofGold Circuit
Electronics

None

18

4. Remuneration Paid to Directors, Supervisors, President, and Vice President over the Past Year

A. Remuneration to Directors, Supervisors, President and Vice President:

A. Remuneration to Directors, Supervisors, President and Vice President: A. Remuneration to Directors, Supervisors, President and Vice President: A. Remuneration to Directors, Supervisors, President and Vice President: A. Remuneration to Directors, Supervisors, President and Vice President: A. Remuneration to Directors, Supervisors, President and Vice President: A. Remuneration to Directors, Supervisors, President and Vice President: A. Remuneration to Directors, Supervisors, President and Vice President: A. Remuneration to Directors, Supervisors, President and Vice President: A. Remuneration to Directors, Supervisors, President and Vice President: A. Remuneration to Directors, Supervisors, President and Vice President: A. Remuneration to Directors, Supervisors, President and Vice President: A. Remuneration to Directors, Supervisors, President and Vice President: A. Remuneration to Directors, Supervisors, President and Vice President:
(1-2-1) Remuneration to directors (including independent directors) ( Disclose the names separately)
NTD thousand
Job title Name Remunerati on to directors Ratio of total
amount (A, B, C,
and D) to net
income (Note 10)
(%)
Related remuneration to t hose who are also employees Ratio of the total
amount (A, B, C, D,
E, F, and G) to net
income (Note 10)
Claim of remuneration from re-invested businesses other
than subsidiaries (Note 11)
Reward (A)
(Note 2)
Retirement and
pension (B)
Remuneration to
directors (C)
(Note 3)
Operational
expenditure
(D)
(Note 4)
Salary, bonus,
and special
expenditure (E)
(Note 5)
Retirement and
pension (F)
Remuneration to employees (G)
(Note 6)
The Company All companies included in the
financial report (Note 7)
The Company All companies included in the
financial report (Note 7)
The Company All companies included in the
financial report (Note 7)
The Company All companies included in the
financial report (Note 7)
The Company All companies included in the
financial report (Note 7)
The Company All companies included in the
financial report
The Company All companies included in the
financial report
(Note 7)
The Company All companies
included in the
financial report
(Note 7)
The Company All companies included in the
financial report (Note 8)
Amount of cash
bonus
Amount of stock
bonus
Amount of cash
bonus
Amount of stock bonus
Chairman Chen-TseYang 2160 2160 0 0 32000 32000 0 0 34,160
0.75 %
34,160
0.75 %
24726 24726 0 0 5834 0 5834 0 64,720
1.42 %
64,720
1.42 %
0
Director Chang-Chih Yang
Director Lien-Mei Lin
Director King
Hsiang
Investment Co.,
Ltd.
Representative:
Jung-TungTsai
Director Chang-Chin Yang
Director Chen-Jung Yang Lien-Mei Lin and Jung-Tung Tsai are not employees and hence are not entitled
torelatedremunerations
Independent
Director
Jen-Jou Hsieh 1440 1440 0 0 16000 16000 0 0 17,440
0.38 %
17,440
0.38 %
Jen-Jou Hsieh, Wen-Shih Chiang, and Zi-Ying Lin are not employees and
hence are not entitled to related remunerations
17,440
0.38 %
17,440
0.38 %
0
Independent
Director
Wen-Shih Chiang
Independent
Director
Tzu-Ying Lin
1.
Article 7 of the Company’s Compensation and Remuneration Committee Organic Rules and the Board of Directors Performance E
and taking into consideration the attendance rate, personal performance, and corporate operational performance.
As is required by the Company’s Articles of Incorporation, no more than 1% of the annual profits, if any, may be allocated to be th
2.
Besides those disclosed in the above table, remuneration paid to directors in the most recent year for having provided services to al
company/allaffiliates/reinvested businessesincludedin thefinancialstatements): None.
valuation Guidelines stipulate that the remuneration to directors shall be determined with reference to the industrial practice
e remuneration to directors as decided by the Board of Directors.
l companies covered in the financial statement (such as working as a consultant who is not an employee at the parent

19

(1-2-2) Remuneration bracket table

(1-2-2) Remuneration bracket table (1-2-2) Remuneration bracket table (1-2-2) Remuneration bracket table (1-2-2) Remuneration bracket table
Bracket by which remuneration is paid to
individual directors of the Company
Name of director
Sum of the first four types of remuneration
(A+B+C+D)
Sum of the first seven types of remuneration
(A+B+C+D+E+F+G)
The Company (Note8) All companies included in
the financial report
(Note 9) H

The Company (Note8)
All companies included in
the financial report
(Note 9) I
Less than $ 1,000,000.00
$1,000,000.00 (inclusive)~$2,000,000.00
(exclusive)
$2,000,000.00 (inclusive)~$3,500,000.00
(exclusive)
$3,500,000.00 (inclusive)~$5,000,000.00
(exclusive)
$5,000,000.00 (inclusive)~$10,000,000.00
(exclusive)
Chen-Tse Yang, Chang-
Chih Yang, Lien-Mei
Lin, Jung-Tung Tsai,
Chang-Ching Yang,
Chen-Jung Yang, Jen-Jou
Hsieh, Wen-Shih Chiang,
Tzu-Ying Lin


Chen-Tse Yang, Chang-
Chih Yang, Lien-Mei Lin,
Jung-Tung Tsai, Chang-
Ching Yang, Chen-Jung
Yang, Jen-Jou Hsieh,
Wen-Shih Chiang, Tzu-
Ying Lin
Lien-Mei Lin, Jung-Tung
Tsai, Jen-Jou Hsieh, Wen-
Shih Chiang, Zi-Ying Lin,
Chen-Jung Yang
Lien-Mei Lin, Jung-Tung
Tsai, Jen-Jou Hsieh, Wen-
Shih Chiang, Zi-Ying Lin,
Chen-Jung Yang
$10,000,000.00 (inclusive)~$15,000,000.00
(exclusive)
Chang-Chih Yang, Chang-
ChingYang
Chang-Chih Yang, Chang-
ChingYang
$15,000,000.00 (inclusive)~$30,000,000.00
(exclusive)
Chen-Tse Yang Chen-Tse Yang
Total 9 9 9 9
  • Note 1: Names of directors shall be listed separately (both the name of the corporation and its representative shall be listed for a corporate shareholder) and individual payments made shall be summarized and disclosed accordingly. If a director is also the President or the Vice President, this table and Table (31) below or Tables (3-2-1) and (3-2-2) below shall be completed.

  • Note 2: Remuneration to directors for the past year (including salaries for directors, differential pays, severance pays, various types of bonuses, and rewards)

  • Note 3: The remuneration to directors approved by the Board of Directors and distributed in the past year.

  • Note 4: Related operational expenditure incurred by directors in the most recent year (including transportation, special expenditure, various allowances, dormitory, and company cars, among other supplies in kind) When houses, automobiles, and other transportation tools or expenses that are specific to individuals are provided, the nature and cost of the assets provided, the actual or market-value-based rental, the cost of gasoline, and other payments shall be disclosed. If a driver is assigned, too, please also indicate in the note related compensation payable by the Company to the driver, which, however, is not included as part of the remuneration.

  • Note 5: The salaries for directors, differential pays, severance pays, various types of bonuses, rewards, transportation, special expenditure, various allowances,

20

dormitory, and company cars, among other supplies in kind, among others to directors who are also employees in the most recent year (including the President, Vice President, other managers, and employees). When houses, automobiles, and other transportation tools or expenses that are specific to individuals are provided, the nature and cost of the assets provided, the actual or market-value-based rental, the cost of gasoline, and other payments shall be disclosed. If a driver is assigned, too, please also indicate in the note related compensation payable by the Company to the driver, which, however, is not included as part of the remuneration.

  • Note 6: For directors who are also employees in the most recent year (including the President, Vice President, other managers, and employees), to receive employee bonuses (including stock bonus and cash bonus), the value of employee bonuses proposed to be distributed as approved by the Board of Directors prior to the shareholders’ meeting as part of the proposal on distribution of earnings over the past year shall be disclosed. If it is impossible to estimate the value, the value that intends to be assigned this year shall be calculated proportionally according to the actual value distributed last year and Table 1-3 shall be completed, too.

  • Note 7: The total value of various types of remuneration paid to the Company’s directors by all companies (including the Company) in the consolidated statement shall be disclosed.

  • Note 8: For the total value of various remuneration paid to each director by the Company, disclose the name of the director in the respective bracket.

  • Note 9: The total value of various types of remuneration paid to each of the Company’s directors by all companies (including the Company) in the consolidated statement; the name of the director shall be disclosed in the bracket he/she belongs.

  • Note 10: After-tax net profit refers to that shown over the past year.

  • Note 11: a. For this field, the value of related remuneration from re-invested businesses other than the subsidiaries or the parent company that the Company’s directors received shall be specified. (If none, indicate “none.”)

    • b. If the Company’s directors received related remuneration from re-invested businesses other than the subsidiaries, such remunerations shall be consolidated in Field J of the bracket table and the field name shall be changed to “or all re-invested businesses of the parent company.”

    • c. Remuneration is the compensation, rewards, employee bonuses, and payments from performing tasks received by the Company’s directors for serving as director, supervisor, or manager in a re-invested business other than the subsidiaries or the parent company.

  • The remuneration disclosed herein differs from the idea of income as indicated in the Income Tax Act. Therefore, this table is meant for information disclosure only, not for taxation.

(2-2) Remuneration to supervisors: ( Disclose the names separately ):

Not applicable. The Company had a comprehensive re-election on June 12, 2017; the Audit Committee was established to replace the supervisory system.

21

NTD thousand

(3-2-1) Remuneration to the President and Vice President (overview and range, with disclosure of the names)

Job title Name Salary (A)
(Note 2)
Salary (A)
(Note 2)
Retirement and pension
(B)
Retirement and pension
(B)
Bonus and special
expenditure (C)
(Note 3)
Bonus and special
expenditure (C)
(Note 3)
Amount of remuneration to employees (D)
(Note 4)
Amount of remuneration to employees (D)
(Note 4)
Amount of remuneration to employees (D)
(Note 4)
Amount of remuneration to employees (D)
(Note 4)
Ratio of total amount (A,
B, C, and D) to net income
(%) (Note 8)
Ratio of total amount (A,
B, C, and D) to net income
(%) (Note 8)
Remuneration
paid to directors
from an
Invested
Company Other
than the
Company’s
Subsidiary or
the parent
company
(Note 9)
The
Company
All
companies
included
in the
financial
report
(Note 5)
The
Company
All
companies
included in
the
financial
report
(Note 5)
The
Company
All
companies
included in
the
financial
report
(Note 5)
The Company All companies
included in the
financial report (Note
5)
The
Company
All
companies
included in
the
financial
report
(Note 5)
Amount
of cash
bonus
Amount
of stock
bonus
Amount
of cash
bonus
Amount
of stock
bonus
Chairman and
CEO
Chen-Tse
Yang
31,429 32,369 0 0 76,109 76,109 22,759 0 22,759 0 130,297
2.85%
131,237
2.87%
0
Sales
President
Hsi-Kuei
Huang
Factory
Affairs
President
Chin-
Sung Tsai
Senior
Vice President
Te-Ming
Yang
Senior
Vice President
Chung-
Chih Lung
Vice President Min-
Cheng Liu
Vice President Sheng-
Hsien Lin
Vice President Chang-
Chin Yang
  • Regardless of the title, any position equivalent to President, Vice President (such as President, Chief Executive Officer, Executive Director) should be disclosed.

22

(3-2-2) Remuneration bracket table

(3-2-2) Remuneration bracket table (3-2-2) Remuneration bracket table
Range of Remuneration Paid to the President and
Vice Presidents of the Company
Name of President and Vice President
The Company (Note 6) All companies included in the financial report(Note 7)E.
Less than$1,000,000.00
$1,000,000(inclusive)–$2,000,000(exclusive)
$2,0000,000(inclusive)–$3,500,000(exclusive) Te-MingYang
$3,500,000(inclusive)–$5,000,000(exclusive) Te-MingYang
$5,000,000(inclusive)–$10,000,000(exclusive)
$10,000,000 (inclusive) – $15,000,000(exclusive) Chang-Chin Yang, Sheng-Hsien Lin, Chung-Chih Lung,
Min-Cheng Liu
Chang-Chin Yang, Sheng-Hsien Lin, Chung-Chih Lung,
Min-Cheng Liu
$15,000,000 (inclusive)–$30,000,000(exclusive) Chen-Tse Yang, Hsi-Kuei Huang, Chin-Sung Tsai Chen-Tse Yang, Hsi-Kuei Huang, Chin-Sung Tsai
$30,000,000 (inclusive)–$50,000,000(exclusive)
Total 8 8
  • Note 1: Names of the President and Vice President shall be listed separately and individual payments made shall be summarized and disclosed accordingly. If a director is also the President or Vice President, this table and Tables (1-1) and (1-2) above should be completed. Note 2: The salaries, differential pays, and severance pays of the President and the Vice President over the past year shall be provided.

  • Note 2: The salaries, differential pays, and severance pays of the President and the Vice President over the past year shall be provided.

  • Note 3: Various types of bonuses, rewards, transportation, special expenditure, various allowances, dormitory, and company cars, among other supplies in kind paid to the President and Vice President over the past year and other rewards shall be provided. When houses, automobiles, and other transportation tools or expenses that are specific to individuals are provided, the nature and cost of the assets provided, the actual or market-value-based rental, the cost of gasoline, and other payments shall be disclosed. If a driver is assigned, too, please also indicate in the note related compensation payable by the Company to the driver, which, however, is not included as part of the remuneration. Remuneration In addition, the value of compensation recognized according to IFR2 “share-based payment,” including employee stock option certificate, restricted employee shares, and shares subscribed upon increased capital in cash, shall be included in the calculation of remuneration, too.

  • Note 4: Employee remuneration (including stock and cash) distributed to the President and Vice President through the Board of Directors in recent years. If it is impossible to estimate the value planned to be distributed this year, follow the actual value distributed last year and calculate proportionally and Exhibit 1-3 shall be completed, too. After-tax net profit refers to that shown for the most recent year.

  • Note 5: The total value of various types of remuneration paid to the Company’s President and Vice President by all companies (including the Company) in the consolidated statement shall be disclosed.

  • Note 6: For the total value of various types of remuneration paid to each president and vice president by the Company, disclose the name of the president and vice president in the respective bracket.

  • Note 7: The total value of various types of remuneration paid to each of the Company’s president and vice president by all companies (including the Company) in the consolidated statement shall be disclosed; the name of the president and vice president shall be disclosed in the bracket he/she belongs.

  • Note 8: Net profit after tax refers to that in the most recent year.

  • Note 9: a. For this field, the value of related remuneration from re-invested businesses other than the subsidiaries that the Company’s president and vice president received shall be specified.

  • b. If the Company’s president and vice president received related remuneration from re-invested businesses other than the subsidiaries, such remuneration shall be consolidated in Field E of the bracket table and the field name shall be changed to “all re-invested businesses.”

  • c. Remuneration is the compensation, rewards (including employees, directors, and supervisors), and payments from performing duties at work received by the Company’s President and Vice President for serving as director, supervisor, or manager in a re-invested business other than the subsidiaries.

  • The remuneration disclosed herein differs from the idea of income as indicated in the Income Tax Act. Therefore, this table is meant for information disclosure only, not for taxation.

23

(4-1) Remuneration to Top 5 among TWSE/TPEx-Listed Companies (overview and range, with disclosure of the names) (Note 1)

NTD thousand

Job title Name Salary (A)
(Note 2)
Salary (A)
(Note 2)
Retirement and pension
(B)
Retirement and pension
(B)
Bonus and special
expenditure (C)
(Note 3)
Bonus and special
expenditure (C)
(Note 3)
Amount of remuneration to employees (D)
(Note 4)
Amount of remuneration to employees (D)
(Note 4)
Amount of remuneration to employees (D)
(Note 4)
Amount of remuneration to employees (D)
(Note 4)
Ratio of total amount (A, B,
C, and D) to net income
(%) (Note 6)
Ratio of total amount (A, B,
C, and D) to net income
(%) (Note 6)
Remuneration
paid to directors
from an Invested
Company Other
than the
Company’s
Subsidiary or
the parent
company
(Note 7)
The
Company
All
companies
included
in the
financial
report
(Note 5)
The
Company
All
companies
included in
the financial
report (Note
5)
The
Company
All
companies
included in
the financial
report (Note
5)
The Company All companies included
in the financial report
(Note 5)
The
Company
All
companies
included in
the financial
report (Note
5)
Amount
of cash
bonus
Amount
of stock
bonus
Amount
of cash
bonus
Amount
of stock
bonus
Chairman and
CEO
Chen-Tse
Yang
23,792 23,792 0 0 59,617 59,617 16,879 0 16,879 0 100,288
2.20%
100,288
2.20%
None
Sales
President
Hsi-Kuei
Huang
Factory Affairs
President
Chin-
Sung Tsai
Senior
Vice President
Chung-
Chih Lung
Vice President Min-
ChengLiu
  • Note 1: The so-called “Top 5 department heads with the highest remuneration’ refer to managers in the Company. As for the criteria for determining if someone is a manager, the scope of application for the term “manager” as specified in the Taiwan Finance Certificate III No. 0920001301 letter dated March 27, 2003 from the Securities and Futures Bureau, Ministry of Finance. As for the rules for determining “Top 5 with the highest remuneration,” it is based on the sum of salary, retirement and pension, bonus and special expenditure of all companies included in the Consolidated Financial Statement and the employee remuneration (that is, the sum of A, B, C, and D) and the highest five are chosen. If a director is also one of the department heads mentioned above, this table and the Table (1-1) above should be completed.

  • Note 2: The salary, differential pay, and severance pay of the Top 5 department heads with the highest remuneration in the past year.

  • Note 3: The various types of bonuses, rewards, transportation, special expenditure, various allowances, dormitory, and company cars, among other supplies in kind paid to Top 5 department heads with the highest remuneration in the past year and other rewards. When houses, automobiles, and other transportation tools or expenses that are specific to individuals are provided, the nature and cost of the assets provided, the actual or market-value-based rental, the cost of gasoline, and other payments shall be disclosed. If a driver is assigned, too, please also indicate in the note related compensation payable by the Company to the driver, which, however, is not included as part of the remuneration. In addition, the value of compensation recognized according to IFR2 “sharebased payment,” including employee stock option certificate, restricted employee shares, and shares subscribed upon increased capital in cash, shall be included in the calculation of remuneration, too.

  • Note 4: Employee remuneration (including stock and cash) distributed to Top 5 department heads with the highest remuneration in the past year. If it is impossible to estimate the value planned to be distributed this year, follow the actual value distributed last year and calculate proportionally and Table 1-3 shall be completed, too.

  • Note 5: The total value of the various types of remunerations paid to Top 5 department heads with the highest remuneration of the Company by all companies (including the Company) included in the Consolidated Statement shall be disclosed.

  • Note 6: After-tax net profit refers to that shown in the parent company-only or individual financial statement of the past year.

  • Note 7: a. For this field, the If of related remuneration from re-invested businesses other than the subsidiaries or the parent company that the Top 5 department heads with the highest remuneration of the Company received shall be specified. (If none, indicate “None”.)

  • b. Remuneration is the compensation, rewards (including the remuneration to employees, directors, and supervisors), and applicable payments for the tasks carried out at work received by the Top 5 officers of the Company with regards to their remuneration while serving as the directors, supervisors, or managers at a re-invested business other than the subsidiaries or the parent company.

  • *The remuneration disclosed herein differs from the idea of income as indicated in the Income Tax Act. Therefore, this table is meant for information disclosure only, not for taxation.

24

B. Names of managers assigned with employee bonuses and the distribution:

Unit: NTD thousand

Unit: NTD thousand
Job title
(Note 1)
Name
(Note 1)
Amount in
stock
Cash value Total Ratio of sum to
net profit after
tax (%)
Manager Sales President Hsi-Kuei
Huang
0

28,793 28,793 0.63%
Factory
President
Chin-Sung
Tsai
Senior Vice
President
Te-Ming Yang
Senior Vice
President
Chung-Chih
Lung
Vice President Min-Cheng
Liu
Vice President Chang-Chin
Yang
Vice President Sheng-Hsien
Lin
Assistant Vice
President
Shun-Chien Li
Assistant Vice
President
Sung-Ying Li
Assistant Vice
President
Ta-Kun Yang
Assistant Vice
President
Cheng-Hsuen
Chung
Assistant Vice
President
Jui-Pin Lee
Assistant Vice
President
Chih-Kung Hu
13 in total 0 28,793 28,793 0.63%
  • Note 1: Individual names and titles shall be disclosed yet the profits distributed may be summarized.

  • Note 2: Employee remuneration (in stock and in cash) distributed to managers as approved by the Board of Directors over the past year. If it is impossible to estimate the value, the value that intends to be assigned this year shall be calculated proportionally according to the actual value distributed last year. Net profit after tax refers to that in the most recent year. When the International Financial Reporting Standard is already adopted, net profit after tax refers to that shown in the individual financial statement over the past year.

  • Note 3: The scope of application for managers is based on the Taiwan Finance Certificate III No. 0920001301 letter dated March 27, 2003. It is as follows:

  • (1) President and equivalent

  • (2) Vice President and equivalent

  • (3) Assistant Vice President and equivalent

  • (4) Head of Finance Department

  • (5) Head of Accounting Department

  • (6) Other people entitled to manage affairs and sign on behalf of the Company

  • Note 4: If directors, the President, and the Vice President receive the remuneration to employees (in stock and in cash), besides Exhibit 1-2, this table shall be completed as well.

25

  1. Compare and describe separately the analysis of ratios of the total remuneration paid to directors, supervisors, the President, the Vice President of the Company in the past two years by the Company and all companies in the consolidated statement to after-tax net profit and describe correlation among the remuneration payment policy, standards and combination, remuneration establishment procedures, and management performance rewards and risks in the future.

  2. (1) Analysis of ratios of the total remuneration paid to directors, supervisors, the President, and the Vice President by the Company and all companies included in the consolidated statement to net profit after tax over the past two years:

NTD thousand NTD thousand
The Company All companies included in the financial
report
Director
(Note 1)
President and
Vice President
Director
(Note 1)
President and
Vice President
2022
Remuneration
51,600 130,297 51,600 131,237
2022 Net
profit after
tax
4,567,875 4,567,875 4,567,875 4,567,875
Ratio of sum
to net profit
after-tax
1.13% 2.85% 1.13% 2.87%
2021
Remuneration
38,600 117,939 38,600 118,868
2021 Net
profit after
tax
2,926,854 2,926,854 2,926,854 2,926,854
Ratio of sum
to net profit
after-tax
1.32% 4.03% 1.32% 4.06%

Note 1: The remuneration to directors includes that to the directors who are also managers. Note 2: The Company set up the Audit Committee on June 12, 2017 to replace the supervisory system.

  • (2) Correlation among the remuneration payment policy, standards and combination, remuneration establishment procedures, and management efficacy and risks in the future: The Company’s Compensation and Remuneration Committee functions in compliance with applicable laws and regulations such as the “Securities and Exchange Act” and the “Gold Circuit Electronics Ltd. Compensation and Remuneration Committee Organic Rules” and is responsible for establishing and periodically reviewing whether or not to continue applying the “Compensation and Remuneration Guidelines for Board Directors and Functional Committees” and the “High-ranking Manager Compensation and Remuneration Policy” and submitting its advice and improvement proposals to the Board of Directors. Proposals submitted in 2022 were as follows:

26

Compensation and
Remuneration
Committee
Contents of the proposal and subsequent management
01/18/2022 Points 1 to 4 of the Year-end Bonus Distribution Guidelines defined
on 1/12/2012 were followed for the year-end bonus worth 4.0 months
of base salary distributed and Article 8 was followed o set side an
amount to be the special reward for each department to retain
outstandingtalent.
08/09/2022 Whether or not to continue applying the “Compensation and
Remuneration Guidelines for Board Directors and Functional
Committees” and the “High-ranking Manager Compensation and
Remuneration Policy” was discussed and the advice and improvement
proposals were submitted to the Board of Directors.
01/10/2023 Points 1 to 4 of the Year-end Bonus Distribution Guidelines defined
on 1/12/2012 were followed for the year-end bonus worth 7.0 months
of base salary distributed and Article 8 was followed o set side an
amount to be the special reward for each department to retain
outstandingtalent.

27

III. Status of Corporate Governance

1. Operational Status of the Board of Directors

(1) Information on the Operational Status of the Board of Directors

The Board of Directors meet 7 times (A) over the past year up to 04/30/2023. All directors and

supervisors in the meetings attended each of the meetings (attendance rate of 100%) as follows:

Job title Name (Note 1) Actual
attendance
frequency B
Attendance
by proxy
Actual
attendance
(seated) rate
(%) (B/A)
(Note 2)
Remarks
Chairman Chen-Tse Yang 7 0 100% Extended term in office upon
re-election on 7/20/2021
Director Chang-Chih Yang 6 0 85.7% Extended term in office upon
re-election on 7/20/2021
Director Lien-Mei Lin 7 0 100% Extended term in office upon
re-electionon7/20/2021
Director Chang-Ching
Yang
7 0 100% Extended term in office upon
re-election on 7/20/2021
Director Chen-Jung Yang 7 0 100% Extended term in office upon
re-election on 7/20/2021
Director King Hsiang
Investment Co.,
Ltd.
Representative:
Jung-Tung Tsai
7 0 100% Extended term in office upon
re-election on 7/20/2021
Independent
Director
Jen-Jou Hsieh 7 0 100% Extended term in office upon
re-election on 7/20/2021
Independent
Director
Wen-Shih Chiang 7 0 100% Extended term in office upon
re-election on 7/20/2021
Independent
Director
Tzu-Ying Lin 7 0 100% Extended term in office upon
re-election on 7/20/2021

Other matters that should be documented:

I. When the operation of the Board of Directors is found with one of the following conditions, the date, session No., details of proposals, opinions of all independent directors and how the Company handles the opinions shall be stated.

Board of
Directors
meeting
Contents of the proposal Opinions
from
independent
directors
How opinions
from
independent
directors are
handled
01/18/2022
(4th)
1. Reporting on coverage of directors by liability
insurance
None Not applicable
1. Distribution ratio of 2021 remuneration to
employees and that to directors
None Not applicable
2. Resolutions reached in the second meeting of the
Compensation and Remuneration Committee for
the current intake
None Not applicable
3. Line of credit for financing and guarantee applied
for with the bank
None Not applicable
03/21/2022
(5th)
1. Set the date, time, venue, and main contents of
the 2022 General Shareholders'Meeting
None Not applicable
2. 2021 Financial Statements and Business Report None Not applicable

28

3. 2021 Earnings Distribution Proposal
4. Capital Reduction in Cash
None
None
Not applicable
Not applicable
5. Distribution of 2021 remuneration to employees
and that to directors
None Not applicable
6. Issuance of Internal Control Declaration None Not applicable
7. Evaluation of independence of 2022 CPAs None Not applicable
8. Revision of the Articles of Incorporation None Not applicable
9. Revision of the “Procedure for the Acquisition or
Disposal of Assets”
None Not applicable
10. Line of credit to be applied for with the bank and
endorsements/guarantees to subsidiaries
None Not applicable
05/10/2022
(6th)
1. Reported the governance structure of sustainable
developments and scheduling of greenhouse gas
inventory checks and verification
None Not applicable
1. Review of the Consolidated Financial Statements
for the first quarter of 2022
None Not applicable
2. Lending of funds to Changshu Gold Circuit
Technology
None Not applicable
3. Line of credit to be applied for with the bank and
endorsements/guarantees to subsidiaries
None Not applicable
08/09/2022
(7th)
1.
Reported the implementation status of the
“Smart Wealth Management Plan”
None Not applicable
2.
Reported the scheduling of ESG greenhouse
gas inventory checks and verification
None Not applicable
1.
Reviewed the Financial Report for the first half
of 2022
None Not applicable
2.
Set the record date for capital reduction and
swap of shares and the Action Plan for Swap of
Shares through Capital Reduction
None Not applicable
3.
Review of the joint loan contract with
syndicated banks such as Taipei Fubon Bank
and E.SUN Bank [line of credit]
None Not applicable
4.
Review of the decisions made by the
Compensation and Remuneration Committee
None Not applicable
5.
Line of credit to be applied for with the bank
and endorsements/guarantees to subsidiaries
None Not applicable
11/10/2022
(8th)
1. Reported the implementation of the honest
operation policy, safeguard solutions, and
supervision
None Not applicable
2. Reported the scheduling of ESG greenhouse gas
inventory checks and verification
None Not applicable
1. Internal adjustment of CPAs None Not applicable
2. Review of the Consolidated Financial Statements
for the third quarter of 2022
None Not applicable
3. Review of 2023 Audit Plan None Not applicable
4.
Revision of the “Anti-insider Trading
Management Procedure”
None Not applicable
5.
Revision of the "Corporate Sustainable
Development Best Practice Principles”
None Not applicable
6. Preparation of the “Operating Procedure for the
Preparation and Qualification of Sustainability
Reports”
None Not applicable
7. Preparation of the “Procedure for Handling Major
Internal Information”
None Not applicable
8.
Amendment to the “Corporate Governance
Procedure”
None Not applicable

29

9. Capital Reduction of the subsidiary Goldex
Holding Limited
None Not applicable
10. Line of credit to be applied for with the bank and
endorsements/guarantees to subsidiaries
None Not applicable
11. Review of intended nomination of Superintendent
Shyr-Chyr Chen as Independent Director.
None Not applicable
01/10/2023
(9th)
1. Reported the communication and audit plans
between the CPA and the corporate governance
unit and the audit quality indicators (AQIs)
None Not applicable
2. Reported the coverage of directors by liability
insurance
None Not applicable
1. Distribution ratio of 2022 remuneration to
employees and that to directors
None Not applicable
2. Review of resolutions reached in the Fifth
meeting of the Compensation and Remuneration
Committee for the current intake
None Not applicable
4. Revision of the “Board of Directors Performance
Evaluation Guidelines”.
None Not applicable
4. Capital Reduction of the subsidiary Goldex
Holding Limited
None Not applicable
5. Appointment of new chief auditor of the
Company and special assistant to the Chairman
None Not applicable
6. Line of credit for financing and guarantee applied
for with the bank
None Not applicable
03/09/2022
(10th)
1. Reported the communication between the CPA
and the corporate governance unit on audit
matters
None Not applicable
2. Reported the governance structure of sustainable
developments and scheduling of Office gas
inventory checks and verification
None Not applicable
1. 2022 Financial Statements and Business Report None Not applicable
2. Distribution of 2022 remuneration to employees
and that to directors
None Not applicable
3. Distribution of 2022 earnings None Not applicable
4. Distribution of 2022 cash dividends None Not applicable
5. Revision of the “Rules of Procedure for the
Board'Meetings”
None Not applicable
6. Set the date, time, venue, and main contents of
the 2022 General Shareholders'Meeting
None Not applicable
7. Evaluation of the independence of 2023 CPAs None Not applicable
8. Issuance of Internal Control Declaration None Not applicable
9. Line of credit to be applied for with the bank and
endorsements/guarantees to subsidiaries
None Not applicable
10. Re-election of 1 independent director and duration
of nomination of candidates,
expected number of openings, and handling sites
None Not applicable
11. List of candidate independent directors
nominated by the Board of Directors
None Not applicable

II. For the enforcement of recusal upon conflicts of interest among directors, the name of the director, details of the proposal, reason for the recusal, and participation in the voting session or not shall be described:

  1. During the meeting on January 18, 2022, distribution of year-end bonus for 2021 and manager performance evaluation and compensation and remuneration were discussed. Chairman ChenTse Yang and Directors Chen-Jung Yang, Chang-Chih Yang, and Chang-Ching Yang, who were also employees of Gold Circuit Electronics in Taiwan excused themselves from discussions and

30

voting concerning their own salary. Director Jen-Jou Hsieh as designated by Chairman ChenTse Yang served as the acting chair during the discussions and voting session. The proposal was approved unanimously.

  1. During the meeting on January 10, 2023, distribution of year-end bonus for 2022 and manager performance evaluation and compensation and remuneration were discussed. Chairman ChenTse Yang and Directors Chen-Jung Yang, Chang-Chih Yang, and Chang-Ching Yang, who were also employees of Gold Circuit Electronics in Taiwan excused themselves from discussions and voting concerning their own salary. Director Jen-Jou Hsieh as designated by Chairman Chen-Tse Yang served as the acting chair during the discussions and voting session. The proposal was approved unanimously.

  2. III. TWSE/TPEx-listed companies shall disclose the evaluation cycle and duration, and scope, approach, and content of the evaluation, among other information, of the reviews performed independently by the Board of Directors or peer reviews and complete the (2) Board of Directors Evaluation in Table 2: See the table below:

(2) Board of Directors Evaluation

Evaluation cycle (Note 1): At least once a year Evaluation cycle (Note 1): At least once a year Evaluation cycle (Note 1): At least once a year Evaluation cycle (Note 1): At least once a year Evaluation cycle (Note 1): At least once a year Evaluation cycle (Note 1): At least once a year
Evaluation duration (Note 2): January 1, 2022 through December 31, 2022
Scope of
evaluation
(Note 3)
Evaluation
method
(Note 4)
Highlights of evaluation
(Note 5)
Assessment
outcome

Overall
Board of
Directors
Performance
Evaluation

The Board of
Directors
meetings unit
performs the
evaluation
reflective of the
actual operation
of the Board of
Directors
It consisted of five domains; they are
described as follows:
1.
Involvement in corporate
operations
2.
Improved decision-making
quality of the Board of Directors
3.
Composition and structure of the
Board of Directors
4.
Election of directors and
continuing education for them
5.
Internal control
The total score was
93, showing that
the Board of
Directors was
functioning fairly
soundly as a whole
in honor of
corporate
governance.
Individual
Board of
Directors
Members
Performance
Evaluation
Performed by
respective
members of the
Board of
Directors
It consisted of six domains; they are
described as follows:
1.
Keeping track of corporate goals
and missions.
2.
Awareness of duties as a director.
3.
Involvement in corporate
operations
4.
Management of internal relations
and communication
5.
Director's professionalism and
continuing education
6.
Internal control
The mean score
was a whole was
94, showing that
directors had
consistently
positive feedback
on the efficacy and
outcome of
respective
indicators under
review.

Contents of the above-mentioned performance evaluation and advice will be brought forth in the Board of Directors meeting in March 2023.

31

The 2022 Internal Audit Committee performance evaluation status is shown as follows: Duration of evaluation: January 1, 2022 ~ December 31, 2022)

Type of
evaluation
Evaluation
method
Scoring criteria Assessment
outcome
Individual
Audit
Committee
Member
Performance
Evaluation
To be
evaluated
separately by
respective
Audit
Committee
members
It consisted of five domains; they
are described as follows:
1. Involvement in corporate
operations
2. Awareness of duties of the Audit
Committee
3. Improved decision-making
quality of functional committees
4. Composition and structure of the
Audit Committee
5. Internal control
The mean score was
91 as a whole,
showing that the
Company’s Audit
Committee had
consistently
positive feedback
on the efficacy and
outcome of
respective
indicators under
review.

Contents of the above-mentioned performance evaluation and outcome were brought forth in the Board of Directors meeting in January 2023.

The 2022 internal Compensation and Remuneration Committee performance evaluation status is

shown as follows: (Duration of evaluation: January 1, 2022 ~ December 31, 2022)

Type of
evaluation
Evaluation
method
Evaluation criteria Assessment
outcome
Individual
Compensation
and
Remuneration
Committee
Member
Performance
Evaluation
To be
evaluated
separately by
respective
Compensation
and
Remuneration
Committee
members
It consisted of five domains; they
are described as follows:
1. Involvement in corporate
operations
2. Awareness of duties of the
Compensation and Remuneration
Committee
3. Improved decision-making
quality of the Compensation and
Remuneration Committee
4. Composition and structure of the
Compensation and Remuneration
Committee
5.Internalcontrol
The mean score
was 91 as a whole,
showing that the
Company’s
Compensation and
Remuneration
Committee had
consistently
positive feedback
on the efficacy and
outcome of
respective
indicators under
review.

Contents of the above-mentioned performance evaluation and outcome were brought forth in the Board of Directors meeting in January 2023.

■ External performance evaluation:

In 2022, the Company authorized the external independent evaluation agency Dali Financial Consulting Company to evaluate the performance of the Company’s Board of Directors, including the online self-assessment and the site visit and covering (1) Membership and structure of the Board of Directors, (2) Decision-making quality of the Board of Directors, (3) Power of the Board of Directors, (4) Supervision of the Board of Directors, (5) Communication and

32

message transmission of the Board of Directors, (6) Risk management and crisis management, and (7) Others, 7 constructs in total. The Board of Directors Performance Evaluation Report was issued on November 18, 2022 and the evaluation findings were presented to the Board of Directors in January 2023. The Evaluation Report is summarized as follows:

  1. Board members of Gold Circuit Electronics possess diversified expertise and sills required to support corporate operation and the number of directors and female representation are appropriate. All are conducive to the decision-making quality of the Board of Directors.

  2. From September 2021 to August 2022, the Board of Directors met 5 times in total reflective of the actual operational demand and necessity. All directors attended in all meetings.

  3. As far as risk management is concerned, besides defining respective control policies, employees are communicated to or receive educational training periodically each year in order to enhance their awareness of risks. The Information Security Officer is assigned and there is a unit to take charge of information security. They will control information security. In addition, the implementation status of intellectual property management is reported to the Board of Directors periodically each year. The Company reports sustainable development strategies, action plans, and ESG-related information to the Board of Directors at least once a year.

Generally speaking, the Board of Directors performed well.

※ Advice on improvement and the Company’s response to future improvement plans or

actions:

ions:
No. Recommendation Response from
the Company
1 At present, Chairman Chen-Tse Yang also serves as the President of
the Company. As is required by the “Taiwan Stock Exchange
Corporation Guidelines for Requirements to Be Followed by
TWSE-listed Companies to Set up the Board of Directors and
Functions of the Board of Directors”, when the Chairman and
President or one holding an equivalent position in a TWSE-listed
company are the same person or are each others’ spouse or
dependent relative, there may not be fewer than 4 independent
directors before December 31, 2023. The Company shall plan the
re-election of independent directors during the 2023 Shareholders’
Meeting early in order to fulfill regulatory requirements.
It is expected
that one
independent
director will be
added in 2023.
2 The Company evaluates the independence of CPAs periodically
each year. In addition, according to Article 29 of the “Corporate
Governance Best Practice Principles”, the independence and
suitability of CPAs should be evaluated periodically. As such,
suitability may be included in the evaluation of CPAs upon
delegation in order to enhance the operating efficiency and efficacy
between the Company and the CPAs. In addition, the competent
authority encourages TWSE/TPEx-listed companies, upon
Take into
consideration
and plan
whenever
appropriate.

33

delegation or extension of the delegation of CPAs, to obtain AQI (audit quality indicator) information from CPAs for reference upon their delegation.

Evaluation cycle (Note 1): At least once a year Evaluation cycle (Note 1): At least once a year Evaluation cycle (Note 1): At least once a year Evaluation cycle (Note 1): At least once a year Evaluation cycle (Note 1): At least once a year Evaluation cycle (Note 1): At least once a year Evaluation cycle (Note 1): At least once a year Evaluation cycle (Note 1): At least once a year
Evaluation duration (Note 2): January 1, 2021 through December 31, 2021
Scope of
evaluation
(Note 3)
Evaluation
method
(Note 4)
Highlights of evaluation
(Note 5)
Assessment outcome

Overall
Board of
Directors
Performance
Evaluation

The Board of
Directors
meetings unit
performs the
evaluation
reflective of
the actual
operation of
the Board of
Directors
It consisted of five
domains; they are described
as follows:
• Involvement in Corporate
Operation
• Improved Decision-
making Quality of the
Board of Directors
• Composition and
Structure of Board of
Directors
• Election of its directors
and continuing education
for them
• Internal Control
The total score was 89,
showing that the Board of
Directors was functioning
fairly soundly as a whole in
honor of corporate
governance.
Individual
Board of
Directors
Members
Performance
Evaluation
Performed by
respective
members of
the Board of
Directors
It consisted of six domains;
they are described as
follows:
• Keeping track of
corporate goals and
missions
• Awareness of the duties of
directors Involvement in
Corporate Operation
• Management of internal
relations and
communication
• Director’s professionalism
and continuing education
The mean score was a whole
was 93, showing that
directors had consistently
positive feedback on the
efficacy and outcome of
respective indicators under
review.
Contents of the above-mentioned performance evaluation and advice will be brought forth
in the Board of Directors meeting in March 2022.
II. Measures Expected to be Taken by the Company:
1.
The mean weighted average valid score of the 2021 Self-evaluation Questionnaire
for the Performance of Board of Directors recovered from each of the directors was
89 and items that required reinforcement after analysis are
(1) Question 25 “The Board of Directors has had a sufficient number of
independent directors in place that meets applicable requirements (such as:
when the Chairman and the Vice President are the same person, the number of

34

  • independent directors shall be increased?)

  • (2) Question 30 “There are no more than two directors who are each other’s spouse or relative within the second degree of kinship so that directors can function independently and objectively.”

  • The mean weighted average valid score of the 2021 Self-evaluation Questionnaire for the Performance of Directors recovered from each of the directors was 93; there were no items that scored lower.

To sum up, the performance evaluations performed of the Board of Directors and its members throughout 2021 rendered matters pending improvement primarily including: For issues concerning the relationship among members of the Board of Directors and the Chairman and President being the same person, the Company is expected to revise related requirements and will add one independent director in 2023.

Evaluation cycle (Note 1): At least once a year Evaluation cycle (Note 1): At least once a year Evaluation cycle (Note 1): At least once a year Evaluation cycle (Note 1): At least once a year Evaluation cycle (Note 1): At least once a year Evaluation cycle (Note 1): At least once a year Evaluation cycle (Note 1): At least once a year Evaluation cycle (Note 1): At least once a year
Evaluation duration (Note 2): January 1, 2020 through December 31, 2020
Scope of
evaluation
(Note 3)
Evaluation
method
(Note 4)
Highlights of evaluation
(Note 5)
Assessment outcome

Overall Board
of Directors
Performance
Evaluation

The Board of
Directors
meetings unit
performs the
evaluation
reflective of
the actual
operation of
the Board of
Directors
It consisted of fivedomains;
they are described as follows:

Involvement in Corporate
Operation

Improved Decision-
making Quality of the
Board of Directors

Composition and
Structure of Board of
Directors

Election of its directors
and continuing education
for them

Internal Control
The total score was 90.7,
showing that the Board
of Directors was
functioning fairly
soundly as a whole in
honor of corporate
governance.
Individual
Board of
Directors
Members
Performance
Evaluation
Performed by
respective
members of
the Board of
Directors
It consisted of six domains;
they are described as follows:

Keeping track of
corporate goals and
missions

Awareness of the duties
of directors Involvement
in Corporate Operation

Management of internal
relations and
communication

Director’s
professionalism and
continuing education
The mean score was a
whole was 93.7, showing
that directors had
consistently positive
feedback on the efficacy
and outcome of
respective indicators
under review.
Contents of the above-mentioned performance evaluation and advice will be brought forth
in the Board of Directors meeting in March 2021.

35

  • II. Measures Expected to be Taken by the Company:

  • The mean weighted average valid score of the 2020 Self-evaluation Questionnaire for the Performance of Board of Directors recovered from each of the directors was 90.7 and items that required reinforcement after analysis are

    • (1) Question 15 “Adequate frequency of Board of Directors meetings” (3 as medium for at least 6 times a year, for example).

    • (2) Question 25 “The Board of Directors has had a sufficient number of independent directors in place that meets applicable requirements (such as: when the Chairman and the Vice President are the same person, the number of independent directors shall be increased?)

    • (3) Question 30 “There are no more than two directors who are each other’s spouse or relative within the second degree of kinship so that directors can function independently and objectively.”

  • The mean weighted average valid score of the 2020 Self-evaluation Questionnaire for the Performance of Directors recovered from each of the directors was 93.7; there were no items that scored lower.

To sum up, the performance evaluations performed of the Board of Directors and its members throughout 2020 rendered matters pending improvement primarily including: First, the Board of Directors did not meet frequently enough. The Company will increase the meeting frequency this year; Second, for issues concerning the relationship among members of the Board of Directors and the Chairman and President being the same person, the Company is expected to one independent director in 2023. In addition, although the requirement for continuing education of directors is fulfilled, it can be reinforced further. The Company will adequately provide respective directors with course information to hopefully help the Board of Directors make the best of its function

  • IV. Reinforced assessments of functional objectives (such as setting up the Audit Committee, promoting information transparency) of the Board of Directors and implementation status of the objectives of the specific year and over the past year:

  • The Company’s “Ethical Corporate Management Panel” already reported to the Board of Directors the “ethical corporate management implementation status, measures adopted, and implementation efficacy” during the 11th meeting on November 6, 2020, the third meeting on November 9, 2021, and the eighth meeting on November 10, 2022 and they were approved unanimously by all attending directors.

  • The Company’s “Sustainable Development Committee” reported to the Board of Directors the implementation status of ESG on May 10, 2022, August 9, 2022, November 10, 2022, and March 9, 2023 throughout 2022 and up to April 30, 2023, including the overall strategic direction, goal-setting, and progress update, GHG inventory inventory check findings, and green electricity purchase project implementation, etc.

  • The Company reported to the Board of Directors the “Intellectual Property Management Project” during the second Board of Directors meeting on August 10, 2021 and the seventh Board of Directors meeting on August 9, 2022 planning and implementation outcome of intellectual property management in the future of the Company.

  • The Company reported to the Board of Directors during its ninth meeting on January 10, 2023 the communication and audit plans between the CPA and the corporate governance unit

36

and the audit quality indicators AQIs.

  1. The Company periodically evaluated the independence of CPAs each year and AQI (audit quality indicator) information was followed for the delegation. The independence and suitability of CPAs were considered. The Company prepared the “CPA Independence Evaluation Report”. The evaluation covered 14 indicators and CPAs were asked to issue the Independence Declaration. It was evaluated by the Audit Committee accordingly and the evaluation findings were presented to the Board of Directors on March 21, 2022 and March 9, 2023.

The 14 indicators are listed blow.

  • (1). No material direct or indirect material financial interests between the members of the Audit Service Group and their family members, other co-practicing CPAs and their family members, accounting firms and their affiliates and the Company.

  • (2). No close business relationship between the accounting firm or members of the Audit Service Group and the Company or any of its affiliates.

  • (3). No serving as the Company’s director, supervisor or holding of any position with significant impacts on the case being audited over the past two years by members of the Audit Service Group. .....The above are the 14 indicators.

  • The “Procedure for Handling Major Internal Information” was approved unanimously by all attending directors through the eighth Board of Directors meeting on November 10, 2022. The “Procedure for Handling Major Internal Information” details the operating procedures for addressing abnormal conditions and keeping major internal information confidential and the disclosure of major internal information for responsible units at respective departments, which are reported to the Board of Directors periodically each year.

Material messages shall be evaluated, reviewed again, submitted for approval, and released by the Finance Department and shall be documented in writing and submitted to the Chief Financial Officer for approval before action is taken. The evaluation documents mentioned above shall be properly archived and be stored for at least five years.

In cases of abnormal conditions, upon awareness of disclosure of major internal information, directors, managers, and employees of the Company shall report it to the responsible unit and the internal audit department as soon as possible. Upon receipt of the foregoing report, the responsible unit shall have countermeasures ready and may invite the Internal Audit Department and others, if necessary, to discuss and how they are handled shall be recorded and filed for reference. The Internal Audit Department shall also perform audits in honor of its duties.

  1. Once revision of the Articles of Incorporation is approved during the 2022 shareholders’ meeting, one independent director will be added for 2023 to achieve the goal of 4 independent directors.

37

  1. Operational Status of the Audit Committee and Participation of Supervisors in the Operations of the Board of Directors

Composition of the Audit Committee

Status
(Note 1)
Criteria
Name

Work experience and professionalism
Independent
Director
(Convener)
Jen-Jou Hsieh Industrial Engineering Department, Chung Yuan Christian
University
EMBA, Sun Yat-Sen University (Guangzhou)
President, Commodore International
Chairman, Shenzhen Huamao Electronics Co., Ltd.
Independent Director, Gold Circuit Electronics Ltd.
Independent
Director
(Member)
Wen-Shih Chiang Department of Business Management, Tatung University
Financial Manager, Chi Wei Technology Co., Ltd.
Financial Manager and Audit Manager of Gold Circuit
Electronics Ltd. (Retired in 2001)
Independent Director, Gold Circuit Electronics Ltd.
Independent
Director
(Member)
Tzu-Ying Lin Department of Law, National Chung Hsing University
Judge of Taoyuan District Court
Lawyer of Tzu-Ying Lin Law Firm
Independent Director, Gold Circuit Electronics Ltd.
Supervisor of Le Young Construction Co., Ltd.

Involvement of the Audit Committee in the Operation of the Board of Directors

The Committee met five times in total over the past year from January January 1,2022 through April 30, 2023 and attendance of independent directors in the meetings is as follows:

Job title Name Actual
attendance
(seated)
frequency
Attendance by
proxy
Actual seated
rate (%)
Remarks
Independent
Director
Jen-Jou Hsieh 6 0 100.0% 7/20/2021
Extended term
in office upon
election
Independent
Director
Wen-Shih
Chiang
6 0 100.0% 7/20/2021
Extended term
in office upon
election
Independent
Director
Tzu-Ying Lin 6 0 100.0% 7/20/2021
Extended term
in office upon
election
Other matters that should be documented:
I.
When the operation of the Audit Committee is found with one of the following conditions,
the date, session No., details of proposals, decisions made by the Audit Committee, and

38

how the Company addressed opinions from the Audit Committee in the Board of Directors’ meeting shall be stated: All of the major proposals were approved unanimously by the Audit Committee in 2022; there were no matters that were not approved by the Audit Committee and hence decided through consent by two-thirds or more of all directors. See the table below.

(I) Matters listed in Article 14-5 of the Securities and Exchange Act. (II) Besides those mentioned in the foregoing, other resolutions with approval by two-thirds and more of all directors despite the failure to be approved by the Audit Committee.

Board of
Directors
meeting
Contents of the proposal and subsequent
management
Matters under
Article 14-5 of
the Securities
and Exchange
Act








Resolutions
with approval
by two-thirds
and more of all
directors despite
the failure to be
approved by the
Audit
Committee
03/21/2022
(3rd)
1. Review of 2021 Financial Statements
and Consolidated Financial Statements
2. Review of 2021 earnings distribution
proposal
3. Capital reduction in cash.
4. Review of distribution of 2021
remuneration to employees and that to
directors
5. Issuance of Internal Control Declaration
6. Review of independence of 2022 CPAs
7. Revision of the Articles of Incorporation
8. Revision of the “Procedure for the
Acquisition or Disposal of Assets”
9. Line of credit to be applied for with the
bank and endorsements/guarantees to
subsidiaries
V
V
V
V
V
V
V
V
V
None
Decision made by the Audit Committee (3/21/2022): It was approved by the
Audit Committee unanimously.
How the Company addressed opinions from the Audit Committee: It was
approved unanimously by all attending directors.
05/11/2022
(4th)
1. Ratification of the Consolidated
Financial Statement for the first quarter
of 2022.
2. Lending of funds to Changshu Gold
Circuit Technology for repayment of
existing loans
3. Line of credit to be applied for with the
bank and endorsements/guarantees to
subsidiaries
V
V
V
None
Decision made by the Audit Committee (5/11/2022): It was approved by the
Audit Committee unanimously.
How the Company addressed opinions from the Audit Committee: It was
approved unanimously by all attending directors.

39

08/09/2022
(5th)
1. Financial Statements for the first half
of 2022
2. Syndicated loan spearheaded by Taipei
Fubon Bank and E.SUN Bank
3. Line of credit to be applied for with the
bank and endorsements/guarantees to
subsidiaries
V
V
V
None
Decision made by the Audit Committee (8/9/2022): It was approved by the
Audit Committee unanimously.
How the Company addressed opinions from the Audit Committee: It was
approved unanimously by all attending directors.
11/10/2022
(6th)
1. Internal adjustment of CPAs
2. Review of the Consolidated Financial
Statement for the third quarter of 2022
3. Review of 2023 Audit Plan
4. Revision the “Anti-insider Trading
Management Procedure”
5. Revision of the "Corporate Sustainable
Development Best Practice Principles”
6. Revision of the “Operating Procedure
for the Preparation and Qualification
of Sustainability Reports”
7. Preparation of the “Procedure for
Handling Major Internal Information”
8. Revision of the internal control
“Corporate Governance Procedure”
9. Capital reduction of the subsidiary
Goldex Holding Limited
10. Line of credit to be applied for with
the bank and endorsements/guarantees
to subsidiaries
V
V
V
V
V
V
V
V
V
V
None
Decision made by the Audit Committee (11/10/2022): It was approved by the
Audit Committee unanimously.
How the Company addressed opinions from the Audit Committee: It was
approved unanimously by all attending directors.
01/10/2023
(7th)
1. Revision of the “Board of Performance
Evaluation Guidelines”.
2. Capital reduction of the subsidiary
Goldex Holding Limited
3. Appointment of new chief auditor of
the Company
4. Line of credit to be applied for with the
bank and endorsements/guarantees to
subsidiaries
V
V
V
V
None
Decision made by the Audit Committee (01/10/2022): It was approved by the
Audit Committee unanimously.
How the Company addressed opinions from the Audit Committee: It was
approved unanimously by all attending directors.
03/09/2023
(8th)
1. Review of the Company’s 2022
Financial Statements and Business
Report
V None

40

  1. Review of distribution of 2022 V remuneration to employees and that to directors

  2. Review of 2022 earnings distribution V proposal

  3. Review of distribution of 2022 cash V dividends

  4. Review of independence of CPAs for V 2023

  5. Issuance of Internal Control Declaration V 7. Line of credit to be applied for with the V bank and endorsements/guarantees to subsidiaries

Decision made by the Audit Committee (3/9/2023): It was approved by the Audit Committee unanimously. How the Company addressed opinions from the Audit Committee: It was approved unanimously by all attending directors.

2. Review of distribution of 2022
remuneration to employees and that to
directors
3. Review of 2022 earnings distribution
proposal
4. Review of distribution of 2022 cash
dividends
5. Review of independence of CPAs for
2023
6. Issuance of Internal Control Declaration
7. Line of credit to be applied for with the
bank and endorsements/guarantees to
subsidiaries
V
V
V
V
V
V
Decision made by the Audit Committee (3/9/2023): It was approved by the
Audit Committee unanimously.
How the Company addressed opinions from the Audit Committee: It was
approved unanimously by all attending directors.
II.
For the recusal upon conflicts of interest among independent directors, the name of the
director, details of the proposal, reason for the recusal, and participation in the voting process
or not shall be described: None
III.
Communication among the independent directors, the head of internal audit, and the CPAs
(important matters communicated, method, and results of the communication over the
financial standing and business operation of the Company, etc.):
(I)
Communication between independent directors and the Internal Audit Officer
⚫ The Audit Office audits the internal control cycle and management guidelines
according to the annual plan and prepares the “Internal Audit Plan,” which is to be
submitted to the Chairman for approval and to each Audit Committee member for the
latter’s reference by the end of the next month after the audit is completed.
⚫ The Internal Audit Officer reports audit operations during each Audit Committee
meeting (at least four times) and communicates face to face with independent directors.
⚫ In cases of major violations discovered by the internal audit staff and major damages
suffered by the Company, reports will be prepared immediately submitted and
respective Audit Committee members will be notified.
Communications between independent directors and the Internal Audit Officer in 2022 are
summarized as follows:
Date
Communication
method
Matters being communicated
Independent
director
Recommendation
01/18/2022
1. General
audit report
2. Case
discussion
1. Reporting on audit operations
at the three plants in Mainland
China in November and
December 2021
2. Improvement solutions have
been introduced for deficiencies
found in audits and brought
forth during monthly audit
meetings to be discussed; they
are to be followed up and
double checked later.
None.

41

03/21/2022 1. General audit
report
2. Case
discussion

1. Reported the results of audits
performed for the third plant in
Mainland China in January and
February 2022
2. Improvement solutions have
been introduced for deficiencies
found in audits and brought
forth during monthly audit
meetings to be discussed; they
are to be followed up and
double checked later.

None.
05/10/2022 1. General audit
report
2. Case
discussion

1. Reporting on audit operations
at the three plants in Mainland
China in January and February
2022
2. Improvement solutions have
been introduced for deficiencies
found in audits and brought
forth during monthly audit
meetings to be discussed; they
are to be followed up and
double checked later.

None.
08/09/2022 1. General audit
report
2. Case
discussion

1. Reporting on audit operations
at the three plants in Mainland
China in May, June, and July
2022
2. Improvement solutions have
been introduced for deficiencies
found in audits and brought
forth during monthly audit
meetings to be discussed; they
are to be followed up and
double checked later.

None.
11/10/2022 1. General audit
report
2. Case
discussion

1. Reporting on audit operations
at the three plants in Mainland
China in August, September,
and October 2021.
2. Improvement solutions have
been introduced for deficiencies
found in audits and brought
forth during monthly audit
meetings to be discussed; they
are to be followed up and
double checked later.

None.

42

2.
In cases of significant unique financial and operational conditions, the CPAs will
report them to the Audit Committee in real time.
3. For important relevant issues, the Board of Directors will also invite the CPAs to be
seated and provide professional opinions so that the CPAs get more opportunities to
interact with directors/independent directors.
4.
The Company’s independent directors are communicating smoothly and optimally
with the CPAs.
Communications between independent directors and the CPAs in 2021 and 2022 are
summarized as follows:
2.
In cases of significant unique financial and operational conditions, the CPAs will
report them to the Audit Committee in real time.
3. For important relevant issues, the Board of Directors will also invite the CPAs to be
seated and provide professional opinions so that the CPAs get more opportunities to
interact with directors/independent directors.
4.
The Company’s independent directors are communicating smoothly and optimally
with the CPAs.
Communications between independent directors and the CPAs in 2021 and 2022 are
summarized as follows:
Date Focus of the communication
01/18/2022 The CPAs communicated governance matters that they became aware of while
planning an audit of your Group’s 2021 financial statements.
When the subsidiary in Mainland China actually ships goods, the inventory
control is transferred and the income from the triangle trade of Gold Circuit
Electronics Ltd. is recognized. Therefore, it is possible that improper
recognition of income exists despite the absence of actual shipment. Therefore,
we believe that there might be risk over whether such type of income occurs.
Given this, it is classified as a key audit matter in order to understand sales
income and to recognize related internal control design and evaluate
and test the validity of the design and implementation.
Samples were selected from the income statement of the triangle trade to
verify how original purchase orders from customers were approved and to
verify the shipping receipts and supporting documents from the subsidiary
in Mainland China for confirmation over whether the transaction really
occurred or not.
01/10/2023 The CPAs communicated governance matters that they became aware of while
planning an audit of the Group’s 2021 financial statements with the Audit
Committee.
When the subsidiary in Mainland China actually ships goods, the inventory
control is transferred and the income from the triangle trade of Gold Circuit
Electronics Ltd. is recognized. Therefore, it is possible that improper of income
exists despite the absence of actual shipment. Therefore, we believe that there
might be risk over whether such type of income occurs. Given this, it is
classified as a key audit matter. For the recognition of income, the audit
procedure that we performed on the above-mentioned key matters primarily
covers the following:
(1). Get to know related internal control design recognized under sales
income and evaluate and test the validity of the design and its
implementation.
(2). Select samples from the income statement of the triangle trade to verify
how original purchase orders from customers were approved and to
verify the shipping receipts and supporting documents from the
subsidiary in Mainland China for confirmation over whether the
transaction really occurred or not.
2. CPAs communicate audit planning and AQI matters with the corporate
governance unit. The Company refers to the AQIs and periodically
evaluates the independence and suitability of CPAs and asks the CPAs
to issue the Independence Declaration. It is evaluated by the Audit
Committee accordingly and the evaluation findings were presented to

43

the Board of Directors on March 9, 2023.

Supervisors’ Involvement in the Board of Directors’ Operations

Not applicable. The Company had a comprehensive re-election on June 12, 2017; the Audit Committee was established to replace the supervisory system.

44

  1. Corporate Governance Implementation Status and Deviations from Corporate Governance BestPractice Principles for TWSE/TPEx-Listed Companies and Reasons:
Evaluation item Operational status (Note 1) Operational status (Note 1) Deviation
from
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies
andreasons
Yes No Brief Description
I. Does the Company establish and
disclose its corporate governance
principles in accordance with the
“Corporate Governance Best-Practice
Principles for TWSE/TPEx-Listed
Companies”?
Yes The Company approved
through its Board of Directors
on March 21, 2016 the
“Corporate Governance Best-
Practice Principles” and
disclosed them on its website
and the MOPS.
Requirements
of the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies
arefulfilled.
II. Shareholding Structure and
Shareholder Equity
(I) Does the Company establish
internal operating procedures for
handling shareholder suggestions,
questions, disputes or lawsuits and
implement the procedures?
(II) Does the Company have a list of
major shareholders that have actual
control over the Company and a list
of ultimate owners of those major
shareholders?
Yes
Yes
The Company has
spokespersons and acting
spokespersons in place. If
shareholders have advice or
disputes, they shall let the
spokesperson know and the
latter will address them. In
cases of lawsuits, on the other
hand, the legal affairs unit will
take care of related legal
matters.
For years, the Company’s
major shareholders have been
steady and focused and these
major shareholders work with
one another pleasantly.
Changes in the shares held by
insiders (directors, managers,
and shareholders holding 10%
or more of the total shares) are
declared on a monthly basis on
websites designated by the
Securities and Futures Bureau
and theMOPS.
Requirements
of the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies
are fulfilled.
Requirements
of the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies
are fulfilled.

45

Evaluation item Operational status (Note 1) Operational status (Note 1) Deviation
from
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies
andreasons
Yes No Brief Description
(III) Has the Company established and
implemented risk management and
firewall mechanisms with its
affiliates?
(IV) Has the company established
internal rules against insiders
trading with undisclosed
information?

Yes
Yes
The Company and its affiliates
work independently. Each has
its related internal control
system to be followed. The
Company also follows
applicable regulatory
requirements set forth in the
“Regulations for Monitoring
Subsidiaries.”
The Company has established
internal regulations such as the
Personnel Regulations to
prevent insiders from buying
and selling securities taking
advantage of information yet to
be released on the market to
make profits. In addition, in
order to create an optimal
significant internal information
processing and disclosure
mechanism, to ensure the
consistency and accuracy of the
information released externally
by the Company, and to
reinforce insider trading
regulations, the “Anti-Insider
Trading Management
Operating Procedure” is
established to befollowed.
Requirements
of the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies
are fulfilled.


Requirements
of the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies
are fulfilled.
III. Composition and Responsibilities of
the Board of Directors
(I) Has the Board of Directors
developed diversification
policies for its composition and
set substantial management goals
and enforced them?

Yes
The diversification policy is
defined under Chapter 3
“Reinforced Function of Board
of Directors” of the Company’s
“Corporate Governance Best-
Practice Principles.” Currently
the Board of Directors consist
of nine directors, including
threeindependent directors

Requirements
of the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies

46

Evaluation item Operational status (Note 1) Operational status (Note 1) Deviation
from
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies
andreasons
Yes No Brief Description
(II) Does the Company voluntarily
establish other functional
committees in addition to the
Compensation and Remuneration
Committee and the Audit
Committee that are established as
required by laws?
(III) Has the Company established
standards and method for
evaluating the performance of
the Board of Directors, and does
the Company implement the
performance evaluation
periodically and submit results of
the performance evaluationto the



Yes
Yes
and six regular directors. They
possess abundant experience
and professionalism in fields
such as finance/banking, legal
affairs, commerce, and PCB
management. In addition, the
Company cares about gender
equality in the composition of
its Board of Directors;
the target ratio of female
directors is 33% and above.
Fulfilled: The re-election in
2018 already rendered three
female directors; the ratio is
greater than 33%.
The goal in 2023 is to elect an
additional independent director.
Fulfilled: The revision of the
Articles of Incorporation was
approved through the 2022
shareholders’ meeting
The Company only has the
Compensation and
Remuneration Committee and
the Audit Committee now.
On March 25, 2019, the Board
of Directors defined the “Board
of Directors Performance
Evaluation Guidelines” and
approved during its meeting on
January 10, 2023 that they may
be revised as the “Board of
Directors andFunctional


are fulfilled.
Requirements
of the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies
are fulfilled.
Requirements
of the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx-
Listed

47

Evaluation item Operational status (Note 1) Operational status (Note 1) Operational status (Note 1) Deviation
from
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies
andreasons
Yes No Brief Description
Board of Directors, and use them
for reference while deciding
compensation and rewards for
individual directors and
nominating them for a second
term in office?
(IV) Does the Company regularly
evaluate the independence of
CPAs?

Yes
Committees Performance
Evaluation Guidelines”. The
2022 Board of Directors
Performance Evaluation was
completed on January 10,2023.
Results of the performance
evaluation were brought forth
during the Board of Directors
meeting on March 09, 2023.
The Company periodically
evaluated (at least once a year),
referring to the audit quality
indicators (AQIs), the
independence and suitability of
CPAs. The evaluation covered
14 indicators and CPAs were
asked to issue the
Independence Declaration. It
was evaluated by the Audit
Committee accordingly and the
evaluation findings were
presented to the Board of
Directors on March 21, 2022
and March 9, 2023.
The 14 indicators are listed below.
1. No material direct or indirect
material financial interests
between the members of the
Audit Service Group and their
family members, other co-
practicing CPAs and their family
members, accounting firms and
their affiliates and the Company.
2. No close business relationship
between the accounting firm or
members of the Audit Service
Group and the Company or any
of its affiliates. No serving as the
Company’s director, supervisor
or holding of any position with
significant impacts on the case

Companies
are fulfilled.
Requirements
of the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies
are fulfilled.

Company’s director, supervisor
or holding of any position with
significant impacts on the case

48

Evaluation item Operational status (Note 1) Operational status (Note 1) Operational status (Note 1) Deviation
from
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies
andreasons
Yes No Brief Description
being audited over the past two
years by members of the Audit
Service Group.
.....The above are the14 indicators.
IV. For TWSE/TPEx-listed companies,
is there an exclusive (combined)
unit or person for corporate
governance to take charge of
related matters (including without
limitation providing directors and
supervisors with materials required
for them to carry out their tasks,
taking care of Board of Directors’
meetings and shareholders’
meetings as required by law,
registering the company and
changing registered information,
preparing minutes of Board of
Directors’ meetings and
shareholders’ meetings)?
Yes The Company already decided
through its Board of Directors
on 3/25/2019 to set up the
Corporate Governance Officer,
who is responsible mainly for
providing directors with the
materials for them to fulfill
their duties at work, assisting
directors in complying with
laws and regulations, and
handling matters related to
Board of Directors meetings
and shareholders’ meetings as
required by law. Vice President
Chang-Chin Yang of the
Finance Department also serves
as the Corporate Governance
Officer as he possesses at least
3 years of work experience in
public companies dealing with
stock affairs and meetings.
Operational status in 2022 is
provided below:
1. Provided directors with
materials needed for them to
fulfill their duties
2. Arranged continuing
education for directors (all
directors fulfilled the hours
of continuing education as
required)
3. Prepared the Board of
Directors’ meeting agenda
and notifies directors of it
seven days in advance.


Requirements
of the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies
are fulfilled.

49

Evaluation item Operational status (Note 1) Operational status (Note 1) Deviation
from
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies
andreasons
Yes No Brief Description
Convened the meeting and
provided meeting materials.
If recusal of interest is
required, reminded the
specific director in advance
and completed the meeting
minutes
4. Helped with the procedures,
resolutions, and compliance
of the Board of Directors’
meetings and shareholders’
meetings;
5. Took care of releasing
information on important
decisions made by the Board
of Directors
6. Took care of releasing
information on important
decisions made by the Board
of Directors
7. Registered the date of the
shareholders’ meeting in
advance as required by law,
preparing the notice, the
rules of procedure, and the
meeting minutes
8. Organized the annual Board
of Directors and its members
performance evaluations
9. Took care of corporate
information disclosure and
web page maintenance
10. Completed 12 hours of
continuing education in 2022
for the Corporate
Governance Officer. See the
form attached below:



50

Evaluation item Operational status (Note 1) Operational status (Note 1) Operational status (Note 1) Operational status (Note 1) Deviation
from
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies
andreasons
Yes No Brief Description
Course title Duration of
continuing
education
Hours
involved
Taishin 30
Sustainable Net
Zero Summit - Net
Zero Transformation
and Net Zero
Business
Opportunities
22/04/2022 3 hours
Analysis of the
latest corporate
governance policies
and corporate
governance
evaluationpractices
28/09/2022 3 hours
2022 Promotional
Workshop on
Compliance with
Law and
Regulations
Governing Equity
Trading of Insiders
10/19/2022 3 hours
Online Workshop of
Directors and
Supervisors of
TWSE/TPEx-listed
Companies on
Corporate
Governance for the
Second Half of 2022
10/25/2022 3 hours

51

Evaluation item Evaluation item Evaluation item Operational status (Note 1) Operational status (Note 1) Operational status (Note 1) Operational status (Note 1) Deviation
from
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies
andreasons
Yes No Brief Description
V. Has the company established a communication channel and build a designated
section on its website for stakeholders (including, without limitation,
shareholders, employees, customers, and suppliers) and properly respond to
corporate social responsibility issues that stakeholders are concerned about?
Stakeholder
Stakeholder engagement
Communication method and
response method
Communication
frequency
Customer
Product quality
Customer service
Green product
Visits among high-ranking
supervisors, new technology and
new product development status
report
Telephone, email, mutual visit,
meeting
At least
once/year
Daily frequently
Investor
Financial performance
Corporate governance
Company Development
and Future Prospect
Market Observation Post System
Investor conference/workshop
Exclusive section for stakeholders
on the Company’s website
Shareholders’ meeting
As needed
At least 4
times/year
As needed
At least
once/year
Employees
Labor–management
relations
Employee welfare
Employee opinions and
related advice
Spontaneous involvement
in process improvement
Labor–management meeting
Employee workshop
Complaint-filing and advice-
providing poll
QCC-related event
Quarterly
Quarterly
Daily
Semi-annually
Supplier
Supplier screening criteria
Supplier sustainable
management
Supplier assembly
Supplier training
Once a year
As needed
Society
Societal involvement
Environmental policy
Public charity event/visit
Waste service provider audit
As needed
Once/month
Bank
Corporate governance
Risk management
Compliance
Visit, meeting
Written materials
Market trend analysis
As needed
Daily frequently
At least
twice/year
Requirements
of the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies are
fulfilled.
Stakeholder Stakeholder engagement Communication method and
response method
Communication
frequency
Customer Product quality
Customer service
Green product
Visits among high-ranking
supervisors, new technology and
new product development status
report
Telephone, email, mutual visit,
meeting
At least
once/year
Daily frequently
Investor Financial performance
Corporate governance
Company Development
and Future Prospect
Market Observation Post System
Investor conference/workshop
Exclusive section for stakeholders
on the Company’s website
Shareholders’ meeting
As needed
At least 4
times/year
As needed
At least
once/year
Employees Labor–management
relations
Employee welfare
Employee opinions and
related advice
Spontaneous involvement
in process improvement
Labor–management meeting
Employee workshop
Complaint-filing and advice-
providing poll
QCC-related event
Quarterly
Quarterly
Daily
Semi-annually
Supplier Supplier screening criteria
Supplier sustainable
management
Supplier assembly
Supplier training
Once a year
As needed
Society Societal involvement
Environmental policy
Public charity event/visit
Waste service provider audit
As needed
Once/month
Bank Corporate governance
Risk management
Compliance
Visit, meeting
Written materials
Market trend analysis
As needed
Daily frequently
At least
twice/year

52

V. Has the company established a
communication channel and build a
designated section on its website for
stakeholders (including, without
limitation, shareholders, employees,
customers, and suppliers) and
properly respond to corporate social
responsibility issues that stakeholders
are concerned about?

Yes
Shareholders
Issues of interest:
Financial
performance/corporate
governance
1. Shareholders’ meetings are held in the
middle of each year to truthfully
communicate complete financial
information and future developments of
the Company with all shareholders.
2. The Company has the spokesperson and
the exclusive section for stakeholders in
place on the website to facilitate
communications
Employees
Issues of interest:
Employee
welfare/labor–
management relations
1. Labor–management meetings are held
on a quarterly basis
2. Employee workshops are held on a
quarterly basis
3. There is the complaint-filing and
advice-providing poll (checked on a
daily basis) for employees to provide
their feedback and related advice
2. There is the incentive system for those
proposing improvements and colleagues
are encouraged to proactively take part
in respective improvement efforts
throughout the plant
5. QCC-related events are promoted to
encourage spontaneous involvement in
improvements among the colleagues
Customer
Issues of interest:
Customer relation
management
Hazardous
substances/supply
chain management
1. The RBA self-inspection status at each
plant of the Company is disclosed to
customers through RBA-promoted
network platforms
2. Corporate development blueprints and
new product R&D status, reliability, and
lead time are communicated through the
various meetings with customers
Supplier
Issues of interest:
Supplier management
Supplier screening
criteria
1. Supplier general assemblies are held
each year where operational
performance of the preceding year and
corporation operation and development
goals for the new year are
communicated to suppliers
2. Supplier training is held from time to
time on topics such as RBA
requirements, GHG emission inventory
check and reduction, among others.
Community
Issues of interest:
Societal
involvement/environm
ental policy
Societal involvement and environmental
protection events as well as subsidies for
financially disadvantaged children’s meals
at school are proactively promoted
Shareholders
Issues of interest:
Financial
performance/corporate
governance
1. Shareholders’ meetings are held in the
middle of each year to truthfully
communicate complete financial
information and future developments of
the Company with all shareholders.
2. The Company has the spokesperson and
the exclusive section for stakeholders in
place on the website to facilitate
communications
Employees
Issues of interest:
Employee
welfare/labor–
management relations
1. Labor–management meetings are held
on a quarterly basis
2. Employee workshops are held on a
quarterly basis
3. There is the complaint-filing and
advice-providing poll (checked on a
daily basis) for employees to provide
their feedback and related advice
2. There is the incentive system for those
proposing improvements and colleagues
are encouraged to proactively take part
in respective improvement efforts
throughout the plant
5. QCC-related events are promoted to
encourage spontaneous involvement in
improvements among the colleagues
Customer
Issues of interest:
Customer relation
management
Hazardous
substances/supply
chain management
1. The RBA self-inspection status at each
plant of the Company is disclosed to
customers through RBA-promoted
network platforms
2. Corporate development blueprints and
new product R&D status, reliability, and
lead time are communicated through the
various meetings with customers
Supplier
Issues of interest:
Supplier management
Supplier screening
criteria
1. Supplier general assemblies are held
each year where operational
performance of the preceding year and
corporation operation and development
goals for the new year are
communicated to suppliers
2. Supplier training is held from time to
time on topics such as RBA
requirements, GHG emission inventory
check and reduction, among others.
Community
Issues of interest:
Societal
involvement/environm
ental policy
Societal involvement and environmental
protection events as well as subsidies for
financially disadvantaged children’s meals
at school are proactively promoted
Requirements
of the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies are
fulfilled.
Shareholders Issues of interest:
Financial
performance/corporate
governance
1. Shareholders’ meetings are held in the
middle of each year to truthfully
communicate complete financial
information and future developments of
the Company with all shareholders.
2. The Company has the spokesperson and
the exclusive section for stakeholders in
place on the website to facilitate
communications
Employees Issues of interest:
Employee
welfare/labor–
management relations
1. Labor–management meetings are held
on a quarterly basis
2. Employee workshops are held on a
quarterly basis
3. There is the complaint-filing and
advice-providing poll (checked on a
daily basis) for employees to provide
their feedback and related advice
2. There is the incentive system for those
proposing improvements and colleagues
are encouraged to proactively take part
in respective improvement efforts
throughout the plant
5. QCC-related events are promoted to
encourage spontaneous involvement in
improvements among the colleagues
Customer Issues of interest:
Customer relation
management
Hazardous
substances/supply
chain management
1. The RBA self-inspection status at each
plant of the Company is disclosed to
customers through RBA-promoted
network platforms
2. Corporate development blueprints and
new product R&D status, reliability, and
lead time are communicated through the
various meetings with customers
Supplier Issues of interest:
Supplier management
Supplier screening
criteria
1. Supplier general assemblies are held
each year where operational
performance of the preceding year and
corporation operation and development
goals for the new year are
communicated to suppliers
2. Supplier training is held from time to
time on topics such as RBA
requirements, GHG emission inventory
check and reduction, among others.
Community Issues of interest:
Societal
involvement/environm
ental policy
Societal involvement and environmental
protection events as well as subsidies for
financially disadvantaged children’s meals
at school are proactively promoted

53

Evaluation item Operational status (Note 1) Operational status (Note 1) Deviation
from
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies
andreasons
Yes No Brief Description
VI. Does the Company designate a
professional stock affairs agency to
deal with affairs relating to
shareholders’ meetings?
Yes The Company has Chinatrust
Commercial Bank to take care
of shareholders’ related affairs.
Requirements
of the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies are
fulfilled.
VII. Disclosure of Information
(I)
Has the Company established a
corporate website to disclose
information regarding its financial,
business and corporate governance
status?
(II)
Does the Company adopt other
ways of disclosing information (e.g.
maintaining an English website,
appointing responsible people to
handle information collection and
disclosure, creating a spokesperson
system, webcasting investor
conference on company website)?
(III) Does the Company announce
and declare its Annual Financial
Statement within two months after a
fiscal year ends and announce and
declare the financial statements for
thefirst, second, and third quarters

Yes
Yes
Yes
The Company’s website
www.gce.com is available in
both China and English.
Besides related finance,
operations, and other
information, the policy and
declaration of corporate social
responsibilities is disclosed to
specify the ethical norms that
the Company follows.
Related finance, operations,
and information that are
available on the Company’s
website:www.gce.com.tware
available in Chinese and
English. There is a person at
each department to take charge
of collecting and disclosing
information of the Company
and the responsible person at
the Information Technology
Department is to post it
periodically on the website.
It is currently being prepared
by the Company with CPAs.
Requirements
of the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies
are fulfilled.
Requirements
of the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies
are fulfilled.
Requirements
of the
Corporate
Governance
Best-Practice
Principlesfor

54

Evaluation item Operational status (Note 1) Operational status (Note 1) Deviation
from
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies
andreasons
Yes No Brief Description
and operational status of each month
earlier than the required deadline?
TWSE/TPEx-
Listed
Companies
arefulfilled.
VIII. Is there any other important
information available to facilitate a
better understanding of the
company’s corporate governance
operational status (including
without limitation employee rights,
employee wellness, investor
relations, supplier relations, rights
of stakeholders, continuing
education of directors and
supervisors, the implementation of
risk management policies and risk
evaluation standards, the
implementation of customer
relations policies, and purchasing
insurance for directors and
supervisors)?
Yes 1. Rights of employees: The
Company has a section for
human resources on its
website, which helps visitors
know the human resources
policy, employee benefits,
manpower analysis at each
plant, and current openings
available at the Company.
2. Employee care: The welfare
system and optimal
educational training system
that contribute to an
enriched and steady life of
employees help build a
mutual-trust and reliable
optimal relationship.
Employees are subsidized,
for example, for club events
and cultural/entertaining
activities, annual travels,
physical checkups and
medical advice, rent if they
are not living in the
Company’s dormitories, and
daily care and parking lot for
those living in the
Company’s dormitories.
3. Investor relations: The
Company has spokespersons
and acting spokespersons to
take care of related matters.
4. Supplier relations:
Sustainable partnerships are
built with suppliers and
social responsibilities and
EICC are extended tonext-

Requirements
of the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies
are fulfilled.

55

Evaluation item Operational status (Note 1) Operational status (Note 1) Deviation
from
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies
andreasons
Yes No Brief Description
stage suppliers. Policies are
communicated to and
educational training is
provided to suppliers
periodically. The training
covers the following:
A. Labor and moral
(including EICC)
awareness, policies and
goals, achievement and
constant improvement
goals.
B. GHG control goals
C. EICC action expected to
be taken by suppliers
5. Rights of stakeholders: The
stakeholders may
communicate with and
advise the Company in order
to protect the expected legal
rights.
6. Continuing education of
directors: The Company’s
directors attend continuing
education courses
periodically each year. The
courses available in 2021 are
as follows:
Details are given in the table
below.
7. Implementation of the risk
management policy and risk
evaluation criteria: By the
end of January each year, the
Human Resources
Department summarizes
results of risk (risk score =
frequency*severity)
evaluations from the
preceding year and, based on
theriskcontrolclass,


56

Evaluation item Evaluation item Evaluation item Evaluation item Operational status (Note 1) Operational status (Note 1) Operational status (Note 1) Operational status (Note 1) Deviation
from
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies
andreasons
Deviation
from
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies
andreasons
Yes No Brief Description
periodically follows up on
improvement results and
revises the operating
procedure.
8. The Company has its
directors covered by liability
insurance at the end of each
year.
IX. Are the Board of Directors
Performance Evaluation Guidelines
prepared by the Company approved
by the Board of Directors and is it
specified that external assessments
shall take place at least once every
three years and were they already
performed in the year of evaluation
or over the prior two years, with the
implementation status and
evaluation results disclosed on the
Company's website or in the Annual
Report?
Yes The Company’s “Board of
Directors Performance
Evaluation Guidelines” have
been enforced for three years
and the independent
professional agency “Dali
Financial Consulting Co., Ltd.”
was delegated to perform the
evaluation this year and
disclose information on the
Company’s website.
Requirements
of the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies are
fulfilled.
Table 2: Continuing education of directors and supervisors: The Company’s directors and independent
directors attend continuing education courses periodically each year. All of them completed 6 hours of
continuing education in 2022.The courses availablein 2021are asfollows:
Position
Name
Organizer
Course title
Hours
involved
Independent
Director
Jen-Jou Hsieh
Taiwan Corporate
Governance
Association
Sharing of Advanced Practice of Audit
Committee - Go for 3.0
3.0
Taiwan Institute for
Sustainable Energy
(CommonWealth
Magazine)
Taishin 30 Sustainable Net Zero Summit -
Net Zero Transformation and Net Zero
Business Opportunities
3.0
Taiwan Stock
Exchange
2022 Listed Company- Release of
Reference Guide to Functions of
Independent Directors and Audit Committee
and Director/Supervisor Communication
Seminar
3.0
Securities and Futures
Institute
2022 Communication Seminar on
Prevention Against Insider Trading
3.0
2022 Promotional Workshop on
Compliance with Law and Regulations
Governing Equity Trading of Insiders
3.0
Independent
Director
Wen-Shih
Chiang
Taiwan Corporate
Governance
Association
How Does Audit Committee Enforce
Financial Review
3.0
Position Name Organizer Course title Hours
involved
Independent
Director
Jen-Jou Hsieh Taiwan Corporate
Governance
Association
Sharing of Advanced Practice of Audit
Committee - Go for 3.0
3.0
Taiwan Institute for
Sustainable Energy
(CommonWealth
Magazine)
Taishin 30 Sustainable Net Zero Summit -
Net Zero Transformation and Net Zero
Business Opportunities
3.0
Taiwan Stock
Exchange
2022 Listed Company- Release of
Reference Guide to Functions of
Independent Directors and Audit Committee
and Director/Supervisor Communication
Seminar
3.0
Securities and Futures
Institute
2022 Communication Seminar on
Prevention Against Insider Trading
3.0
2022 Promotional Workshop on
Compliance with Law and Regulations
Governing Equity Trading of Insiders
3.0
Independent
Director
Wen-Shih
Chiang
Taiwan Corporate
Governance
Association
How Does Audit Committee Enforce
Financial Review
3.0

57

Name Name Organizer Course title Hours
involved
18Th (2022) Corporate Governance
Summit
3.0
Independent
Director
Tzu-Ying Lin Accounting Research
and Development
Foundation
Common Deficiencies in the Preparation of
Corporate Financial Statements and Internal
Audit Internal Control Laws and
Regulations Compliance Practice
6.0
Director Chang-Chih
Yang
Securities and Futures
Institute
Corporate Governance 3.0 from the
Prosecutor'sPerspective
3.0
Taiwan Corporate
Governance
Association
Corporate Governance Reaching New
Heights - Establish a Business with Ethical
Corporate Management
3.0
Director Chen-Tse Yang Taiwan Corporate
Governance
Association
[ESG-series Advanced Program] True Value
Created by Circular and Low-carbon
Innovation– Get to Know Circular Economy
and Governance
3.0
Taiwan Institute for
Sustainable Energy
Taishin 30 Sustainable Net Zero Summit --
Net Zero Transformation and Net Zero
Business Opportunities
3.0
Director Lien-Mei Lin Taiwan Institute for
Sustainable Energy
Taishin 30 Sustainable Net Zero Summit -
Net Zero Transformation and Net Zero
Business Opportunities
3.0
Taiwan Corporate
Governance
Association
The One and Only Secret to Sustainable
Corporate Operation-External Innovation
3.0
Taiwan Academy of
Banking and Finance
(UBS)
Online Workshop of Directors and
Supervisors of TWSE/TPEx-listed
Companies on Corporate Governance for
the Second Half of 2022
3.0
Director Chang-Chin
Yang
Taiwan Institute for
Sustainable Energy
Taishin 30 Sustainable Net Zero Summit -
Net Zero Transformation and Net Zero
Business Opportunities
3.0
Securities and Futures
Institute
2022 Communication Seminar on
Prevention Against Insider Trading
3.0
Taiwan Corporate
Governance
Association
Interpretation of Important Verdicts on
Corporate Governance: Centering
Responsibilities of Directors
3.0
Taiwan Institute of
Directors
International Climate Change Developmental
Trends andPractice CaseAnalysis

3.0
Independent Director
Association Taiwan
How to Analyze Financial Statements and
Evaluate Corporate Managerial Capability,
Performance, and Risks?
3.0
Director Chen-Jung Yang Independent Director
Association Taiwan
Advanced Analysis of Insider Training under
the Securities and Exchange Act and Special
Breach of Trust and Practical Cases
3.0
How to Analyze Financial Statements and
Evaluate Corporate Managerial Capability,
Performance, and Risks?
3.0
Director Jung-Tung Tsai Taiwan Corporate
Governance
Association
Analysis of Ransomware Threat and Creation
of Information Security Protective Strategies

3.0
Taiwan Institute of
Directors
International Climate Change Developmental
Trends and Practice Case Analysis

3.0
Taiwan Insurance
Institute
International Anti-corruption and
Whistleblower Protection and Anti-money
Laundering
3.0
Independent
Director
Tzu-Ying Lin Taiwan Institute of
Directors
International Climate Change Developmental
Trends and Practice Case Analysis

6.0

58

4. Composition, Responsibilities, and Operations of the Compensation and Remuneration Committee or Nomination Committee, If Available:

(1) Composition of Compensation and Remuneration Committee

Status
(Note 1)
Criteria
Name

Work experience and professionalism
Fulfillment of independence (Note 2) Fulfillment of independence (Note 2) Fulfillment of independence (Note 2) Fulfillment of independence (Note 2) Fulfillment of independence (Note 2) Fulfillment of independence (Note 2) Number of other public
companies with
membership in the
Compensation and
Remuneration
Committee also held
Remarks (Note 3)
1 2 3 4 5 6 7 8 9 10
Independent
Director
(Convener)

Jen-Jou
Hsieh
Industrial Engineering Department, Chung Yuan
Christian University
EMBA, Sun Yat-Sen University (Guangzhou)
President, Commodore International
Chairman, Shenzhen Huamao Electronics Co., Ltd.
Independent Director, Gold Circuit Electronics
Ltd.

0 0 -
Independent
Director
(Member)

Wen-Shih
Chiang
Department of Business Management, Tatung
University
Financial Manager, Chi Wei Technology Co., Ltd.
Financial Manager and Audit Manager of Gold
Circuit Electronics Ltd. (Retired in 2001)
Independent Director, Gold Circuit Electronics
Ltd.
0 0 -
Independent
Director
(Member)

Tzu-Ying
Lin
Department of Law, National Chung Hsing
University
Judge of Taoyuan District Court
Lawyer of Tzu-Ying Lin Law Firm
Independent Director, Gold Circuit Electronics
Ltd.
Supervisor of Le Young Construction Co., Ltd.
0 0 -

Note 1: Provide “director, independent director, or other” for “Status.”

59

  • Note 2: When any of the following conditions is met for each member during the two years prior to and during their tenure, please check “ ✓ ” in the box underneath each conditional code.

  • (1) Not an employee of the Company or any of its affiliates.

  • (2) Not a director or supervisor of the Company or any of its affiliates. (The same does not apply, however, to independent directors set up by the Company and its parent company or subsidiary or a subsidiary that shares the same parent company according to the Act or the local laws and regulations.)

  • (3) Not a natural person shareholder that holds by himself/herself or by his/her spouse or minor child in someone else’s name more than 1% of all circulating shares of the Company or is on the Top 10 shareholding list.

  • (4) Not the spouse, a relative within the second degree of kinship, or a direct blood relative within the third degree of kinship of the managers listed under (1) or those listed under (2) and (3).

  • (5) Not a director, supervisor, or employee of an institutional shareholder directly holding at least 5% of the circulating shares of the Company or that ranks Top 5 in shareholding ratio or that assigns a representative to serve as director or supervisor of the Company according to Article 27 Paragraph 1 or 2 of the Company act. (The same does not apply, however, to independent directors set up by the Company and its parent company or subsidiary or a subsidiary that shares the same parent company according to the Act or the local laws and regulations.)

  • (6) Not a director, supervisor, or employee of another company with the number of directors in the Company or shares entitled to votes accounting for a majority that is controlled by the same person. (The same does not apply, however, to independent directors set up by the Company or its parent company or subsidiary or a subsidiary that shares the same parent company according to the Act or the local laws and regulations.)

  • (7) Not a director, supervisor, or employee of another company or institution whose chairman, president, or someone assigned with similar responsibilities is the same person or the spouse of that of the Company. (The same does not apply, however, to independent directors set up by the Company and its parent company or subsidiary or a subsidiary that shares the same parent company according to the Act or the local laws and regulations.)

  • (8) Not a director, supervisor, or manager, or shareholder holding at least 5% of shares of a specific company or institution that is financially or commercially related to the Company. (The same does not apply, however, if the said specific company or institution holds at least 20% yet less than 50% of the circulating shares of the Company and to independent directors set up by the Company and its parent company or subsidiary or a subsidiary that shares the same parent company according to the Act or the local laws and regulations.)

  • (9) The amount of rewards received for business, legal affairs, financial affairs, and accounting services provided over the past two years to the Company or any of its affiliates.

  • (10) None of the conditions indicated under Article 30 of the Company Act.

  • Note 3: If the member is a director, please specify if the requirements in Article 6 Paragraph 5 of the “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange” are fulfilled.

  • (2) Composition of the Nomination Committee: The Company is yet to set up the Nomination Committee

60

  • (3) Information on the Operational Status of the Compensation and Remuneration Committee

  • I. The Company’s Compensation and Remuneration Committee has three members in total. II. Current members will serve from June 11, 2018 to June 11, 2021 and from July 20, 2021 to July 20, 2024 for those of the fourth and fifth intakes. Over the past year (2022) to end of April 2023, the Compensation and Remuneration Committee met three times in total. Attendance of the members is as follows:

Operational Status of the Compensation and Remuneration Committee

Job title Name Actual
attendance
frequency (B)
Attendance
by proxy
Frequency
Actual
attendance
rate (%)
(B/A) (Note)
Remarks
Convener Jen-Jou
Hsieh
3 0 100.0% Extended term in
office upon re-
election on
8/10/2021
Member Tzu-Ying
Lin
3 0 100.0% Extended term in
office upon re-
election on
8/10/2021
Member Wen-Shih
Chiang
3 0 100.0% Extended term in
office upon re-
election on
8/10/2021
Other matters that should be documented:
I.
In the event that the Board of Directors does not adopt or revises advice from the
Compensation and Remuneration Committee, the date, session number, details of
proposals, decisions made by the Board of Directors, and how the Company addressed
opinions from the Compensation and Remuneration Committee shall be stated (in the
event that the compensation and remuneration approved by the Board of Directors are
better than as advised by the Compensation and Remuneration Committee, the
difference and the reason shall be specified): None
II.
For decisions made by the Compensation and Remuneration Committee, as long as there
are members objecting or having their reservations that are recorded or stated in writing,
the date of the Compensation and Remuneration Committee meeting, the session
number, contents of the proposal, and how opinions from all members and from
opposing members are handled should be described: None
Compensation
and
Remuneration
Committee
Contents of the proposal and subsequent
management
Decisions made
How the Company
addressed opinions
from the
Compensation and
Remuneration
Committee
1/18/2022
Points 1 to 4 of the Year-end Bonus Distribution
Guidelines defined on 1/12/2012 were followed
for the year-end bonus worth 4 months of base
salary distributed and Article 8 was followed o
set side an amount to be the special reward for
each department to retain outstanding talent.
It was
approved by
the Committee
unanimously
It was brought
forth to the Board
of Directors and
was approved by
all attending
directors
08/09/2022
Periodic reflection upon the “Compensation and
Remuneration Guidelines for Board Directors
It was
approved by
It was brought
forth to the Board

61

and Functional Committees” and the “High-
ranking Manager Compensation and
Remuneration Policy”
the Committee
unanimously
of Directors and
was approved by
all attending
directors
01/10/2023 Review of 2022 Employee and Director
Remuneration Distribution Proposal and
discussion of managerial performance and
distribution of year-end bonus
It was
approved by
the Committee
unanimously
It was brought
forth to the Board
of Directors and
was approved by
all attending
directors

Note:

  • (1) In the event that members of the Compensation and Remuneration Committee resign before the end of a year, the date of resignation shall be indicated in the remarks field. The actual attendance rate (%) is calculated by the number of Compensation and Remuneration Committee meetings held during service and the actual attendance frequency in the meetings.

  • (2) In the event that members of the Compensation and Remuneration Committee are re-elected before the end of a year, both the new and old members of the Compensation and Remuneration Committee shall be listed and whether one is new or old or is serving a second term and the date of the re-election shall be indicated in the remarks field. The actual attendance rate (%) is calculated by the number of Compensation and Remuneration Committee meetings held during service and the actual attendance frequency in the meetings.

  • (3) Information on the operational status of the Nomination Committee: The Company does not have a Nomination Committee.

62

  1. Sustainable development promotional status and deviations from sustainable development of TWSE/TPEx-Listed Companies and reasons:
Action item Implementationstatus (Note 1) Deviation from
sustainable
development
best-practice
principles for
TWSE/TPEx
listed
companies and
reasons
Yes No Brief Description
I. Does the Company
have thegovernance
framework in place
to help promote
sustainable
developments and
have aexclusive
(auxiliary) unitfor
promoting
sustainable
developmentsand
have the Board of
Directors to
empower high-
ranking management
to take care of it and
report the progress
to the Board of
Directors?
V The Company formed the Gold Circuit
Electronics Sustainable Development
Committee on 3/3/2022. Chairman Chen-
Tse Yang assigned Vice President Sheng-
Hsien Lin to serve as the chairman of the
Committee, Director Ying-Shun Hsu to
centrally handle sustainable developments
and take charge of promoting, planning,
and communicating on the operations of
respective groups under the Committee.
The members, on the other hand, are the
highest-ranking supervisor at each
department. They jointly examine the core
competences of the Company and define
long-term and mid-term strategic
directions and developmental goals.
Meanwhile, seven groups are set up to
address ESG issues, including the
Environmental, Health, and Safety Group,
the Energy Management Group, the Green
Supply Chain Group, the Innovations
Management Group, the Corporate
Governance Group, the Human Rights
Public Interest Group, and the Information
Security Group. Each group has its own
supervisor and members and includes the
persons in charge of all projects at the
Operation Department of the Company.
They are responsible for verifying the
scope of operation for the ESG issues,
implementing the management policy, and
collecting data.
The Gold Circuit Electronics Sustainable
Development Committee reports to the
Board of Directors the implementation
status of ESG at least once a year and the
Board of Directors provides supervision.
It reported to the Board of Directors the
most recently on3/9/2023anditcovered
Requirements
of the
Sustainable
Development
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies are
fulfilled.

63

Action item Implementationstatus (Note 1) Deviation from
sustainable
development
best-practice
principles for
TWSE/TPEx
listed
companies and
reasons
Yes No Brief Description
the overall strategic direction, goal
setting, and progress update, GHG
inventory check findings, and green
electricity purchase project
implementation, etc.
II.Does the Company
perform risk
assessments when
dealing with
environmental,
social, and corporate
governance-related
issues that concern
the Company’s
operations according
to the materiality
principle and define
related risk
management
policies or
strategies? (Note2)
V The Company identifies major issues each
year externally by observing, tracking,
and analyzing market dynamics and
industrial trends and internally through
operational data analysis, interviews with
the persons in charge of respective
departments, and questionnaires.
Operation-wise, there are the Financial
Risk Assessment Procedure and the
Environment, Safety, and Health Hazard
Risk and Labor and Moral Risk
Evaluation and Management Procedures
in place and scores are given reflective of
the risk class: high/medium/low/mild
before it is presented during each year’s
management review meeting and
controlled accordingly. The annual
improvement goals are discussed and the
annual risk goals for the specific year are
defined.
~~Requirements~~
~~of~~
Requirements
of the
Sustainable
Development
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies are
fulfilled.
III. Environmental
Issues
(I) Has the Company
developed an
appropriate
environmental
management
system reflective
of the industrial
characteristics?
V In the promotion of environment, safety,
and health, besides domestic applicable
laws and regulations, the Company
promotes the international Environment,
Safety, and Health Management that was
certified by ISO 14001 in October 1997 in
order to consolidate environmental
protection and reduce impacts on the
environment. Meanwhile, the OHSA
18001 (currently ISO 45001)
Occupational Safety and Health
International Management System
certification was acquired in April 2006 to
provide employees with a healthy, safe,
and clean work environment. The
certifications of both management
Requirements
of the
Sustainable
Development
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies are
fulfilled.

64

Action item Implementationstatus (Note 1) Deviation from
sustainable
development
best-practice
principles for
TWSE/TPEx
listed
companies and
reasons
Yes No Brief Description
systems are still valid. The exclusive
industrial safety and environmental
protection units are responsible for
promoting and enforcing environmental
protection, safety, and health-related
measures.
(II) Is the Company
devoted to
improving the
energyutilization
efficiencyand
using renewable
materials with
minimal impacts
on the
environment?
V The Company has the raw materials and
supplies reduction and waste reduction
projects in place, such as waste reduction
and recycling of up to 90% for waste
electronic products and consumables and
recycling and reuse of at least 10% of
process discharged water. The recycling
rate throughout the Group fulfilled in
2022 already reached the goal 93.09% and
recycling and reuse rate of waste
throughout the Group reached 12.7%.
For improved energy use efficiency, the
Energy Management System was
established in 2021 and the ISO 50001
energy management qualification was
obtained on November 23 and
improvements are constantly made to
advance energy efficiency management.
For detailed goals and fulfillment status,
refer to Gold Circuit’s Sustainable
Development Report.
Requirements
of the
Sustainable
Development
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies are
fulfilled.
(III) Does the
Company evaluate
potential risks and
opportunities now
and in the future
brought about by
climate change for
the corporation
and adopt related
responsive
measures?
V The Company has been answering the
CDP Supply Chain Questionnaire since
2013. The Questionnaire covers climate
change strategy, climate change risks and
opportunities, GHG emissions disclosure,
reduction goals and performance, as well
as management policy on carbon-related
issues. We not only address the concerns
and expectations of
customers/international investors but also
examine further the impacts of climate
change on the Company and take related
countermeasures.
The Company formed the Gold Circuit
Requirements
of the
Sustainable
Development
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies are
fulfilled.

65

Action item Implementationstatus (Note 1) Deviation from
sustainable
development
best-practice
principles for
TWSE/TPEx
listed
companies and
reasons
Yes No Brief Description
Electronics Sustainable Development
Committee to check the operations
regarding climate change and identifying
the risks, including the analysis of the
direct or indirect impacts brought about
by extreme weathers and the risks and
opportunities brought about by regulatory,
technical, or market demand
transformational impacts and other
humanity, social aspects for the
Company’s operational activities. Based
on the analysis findings, the risk
management strategy plan is prepared to
be at the core of the climate change action
for strengthened climate change
governance of the Company and for
evaluating financial correlation as well as
bringing down risks and keeping track of
business opportunities.
(IV) Does the
Company tally the
total greenhouse
gas emissions,
water
consumption, and
waste generated
over the past two
years and have
greenhouse gas
reduction, water
reduction, or other
waste management
policies in place?
V The Company has carbon reduction/waste
reduction/water reduction goals in place
and the status of achievement is examined
periodically. For detailed data on the GHG
inventory check and reduction of water
consumed and waste generated, refer to
Gold Circuit’s Sustainable Development
Report (Corporate Social Responsibility
Report).
Gold Circuit's GHG inventory checks of
2020 and 2021 showed total emissions
throughout the Group of 384,372 tons of
CO2e and 407,808 tons of CO2e. For the
emissions in 2022, Scope 3 is added. The
Co2e of the Group came to 333,341 tons.
Water consumption came to 7,443,736
tons and 7,674,670 tons, respectively,
throughout the Group in 2021 and 2022.
Waste throughout the group totaled
67,852 tons and 68,932 tons, respectively.
In terms of sources of emissions,
contributions mainly came from
Requirements
of the
Sustainable
Development
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies are
fulfilled.

66

Action item Implementationstatus (Note 1) Deviation from
sustainable
development
best-practice
principles for
TWSE/TPEx
listed
companies and
reasons
Yes No Brief Description
externally purchased electricity,
accounting for 85%~90% of total
emissions. To reduce environmental
impacts caused by GHG emissions from
the Company's operations, we continued
to enforce energy-saving and carbon
reduction strategies that can effectively
reduce the emissions. Goals are set and
tracked. Substantial measures include
replacement with energy-saving lights,
elimination of old air-conditioners, public
equipment, process improvement, and
smart manufacturing solutions.
IV. Social Issues
(I) Has the Company
developed related
management
policies and
procedures in
accordance with
applicable laws
and regulations
and the
International Bill
of Human Rights?
V The Company defines its human resources
policies according to internationally
accepted standards and the RBA CoC as
its commitment to protecting the human
rights of workers:
(1). All works has to be done
voluntarily (including interns and
students in the industry–academia
collaborative program) and
workers, with reasonable notice,
are entitled to leave their job at any
time or terminate their labor
contract and will not be revenged
in any way.
(2). No child labor
(3). The Company strictly follows
regulatory requirements and RBA
requirements. The Labor Standards
Act stipulate that monthly overtime
shall not exceed 46 hours.
According to the RBA
requirements, on the other hand,
unless in an emergency or in an
abnormal condition, weekly
working hours (including overtime)
may not exceed 60 hours and
workers shall be allowed to take at
least one day off a week.
Requirements
of the
Sustainable
Development
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies are
fulfilled.

67

Action item Implementationstatus (Note 1) Deviation from
sustainable
development
best-practice
principles for
TWSE/TPEx
listed
companies and
reasons
Yes No Brief Description
(4). The Company pays salaries/wages
to its employees as required by law.
Applicable laws and regulations
include those governing the
minimum wage, overtime, and
statutory benefits.
(5). Human rights treatment and no
illegal harassment
(6). Non-discrimination
(7). Free association
(8). Diversified composition of staff
(9). Equal job opportunities and
prohibition against any form of
discrimination and harassment and
commitment to a discrimination
and harassment-free work
environment
(10) Employees are encouraged to
report on any discriminatory,
harassing, retaliating, or
threatening acts
(11). Provide employees with a suitable
workplace
The Company has the “Labor Risk
Assessment and Management Procedure”
in place and human right risk is evaluated
periodically each year, with substantial
management solutions introduced in case
of high risk. For educational training on
human rights, the RBA course (including
labor, corporate ethics, health and safety,
and environmental issues) is included in
the orientation training and is a mandatory
course for all employees to complete each
year.

68

Action item Implementationstatus (Note 1) Deviation from
sustainable
development
best-practice
principles for
TWSE/TPEx
listed
companies and
reasons
Yes No Brief Description
(II) Does the Company
define and enforce
reasonable
employee welfare
measures
(including
compensation,
leave, and other
benefits, among
others) and the
operational
performance or
accomplishments
are adequately
reflected in the
employees’
compensation?
V The Company has the “Compensation
Management Regulations” and the
“Annual Salary Raise Operating
Procedure” in place. Salary raise is based
on employees’ devotion to their work,
fulfillment of their duties, their
performance and contribution as well as
their future developmental potential and
the salary level on the market. In addition,
there are the “Year-end Bonus
Distribution Guidelines.” With earnings at
the end of a year, the earnings after tax
will be allocated as the rewards for
colleagues’ hard work throughout the
year. With earnings at the end of each
month, the “Production/Performance
Bonus Distribution Guidelines” are
followed and the production/performance
bonus is distributed.
The Company’s indirect staff is entitled to
two days off each week and direct staff
follows the four working days followed
by two days off. For the other types of
leaves, follow applicable requirements of
the Labor Standards Act.
Requirements
of the
Sustainable
Development
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies are
fulfilled.
(III) Does the
Company provide
employees with a
safe and healthy
work environment
as well as periodic
safety and health
education?
V For the health and safety of employees,
Gold Circuit provides a bright and clean
work environment. The Company inspects
the work environment once every six
months as required by law, including the
measurements of temperature/humidity,
illumination, noise, and poisonous and
harmful items. All meet national standards
and are within the allowed concentration
range. In addition, reflections and
improvements are made reflective of the
findings indicated in the report and
historical records. Besides necessary
educational training and protective
equipment provided to employees, work
safety and health staff tours around the
Requirements
of the
Sustainable
Development
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies are
fulfilled.

69

Action item Implementationstatus (Note 1) Deviation from
sustainable
development
best-practice
principles for
TWSE/TPEx
listed
companies and
reasons
Yes No Brief Description
field from time to time to check various
fire prevention equipment and measures
and educates employees on their
awareness about the various hazardous
operations and preventive measures so
that they are no longer exposed to
dangerous working environments and
operating sites.
Gold Circuit gives employees health
exams and special health checkups each
year and provides employees with correct
health knowledge based on advice of
medical specialists and also provides
information on what the Company does to
promote a healthy workplace.
In light of the implementation of
applicable laws and regulations on
maternity protection, the Company has
added multiple nursery rooms so that
employees have safe places for them to
pump breast milk and preserve it while on
the premises. Meanwhile, to protect the
mother and the fetus, it is strictly
prohibited for pregnant and breastfeeding
women to engage themselves in
dangerous or harmful tasks or work night
shifts.
For employee occupational hazards-
related data and corrective actions, refer
to Gold Circuit’s Sustainable
Development Report.
(IV) Has the Company
established an
effective training
program that helps
employees develop
skills over the
course of their
career?
V Employees are invaluable assets and
complete talent development plans are
something that the Company values. In
order to provide employees with sound
educational training, the courses below
have been planned. They cover three
levels, training for newcomers, general
training for all employees, and
professional training. The training can
also be in-service or non-service training
Requirements
of the
Sustainable
Development
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies are
fulfilled.

70

Action item Implementationstatus (Note 1) Deviation from
sustainable
development
best-practice
principles for
TWSE/TPEx
listed
companies and
reasons
Yes No Brief Description
and personal continuing education. In
addition, there are Gold Circuit study
groups that help promote corporate
culture and employee solidarity.
The Company introduced MyClass, the
Gold Circuit Digital Academy as part of
e-learning, which, along with
occupational planning, will hopefully help
employees with spontaneous learning in a
more diversified and more flexible way.
(V) Does the Company
comply with laws
and international
standards
concerning
customer health
and safety,
customer privacy,
marketing, and
labeling of
products and
services and define
related policies
and complaint-
filing procedures
to protect the
rights of
consumersor
customers?
V The Company is a PCB manufacturer in
the mid-stream of various electronic
products. Its_downstream customers_, on
the other hand, are suppliers of various
types of electronic products. The products
are not sold directly to general consumers.
Promotional advertisements to be
released, however, are to be confirmed
first by the legal affairs department.
Products will also be tested as required by
law and by customers. All employees
need to attend cognitive educational
training on the Personal Data Protection
Act and on information security policies
in order to help protect the privacy of
customers.
Customers have been important to Gold
Circuit. We have specific customer
complaint-filing channels and procedures
in place to allow rapid processing
outcome.
Requirements
of the
Sustainable
Development
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies are
fulfilled.
(VI) Does the
Company define
supplier
management
policies and
require that
suppliers follow
applicable
regulations in
issues such as
V Besides practicing ESG itself, the
Company hopes that suppliers work
together to fulfill their social and
environmental responsibilities and follow
common international purchase practices.
Each supplier is asked to sign and return
the RBA Letter of Undertaking each year.
The ratio of the Letter of Undertaking
signed and sent back among Top 30
suppliers is greater than 99%.
Requirements
of the
Sustainable
Development
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies are
fulfilled.

71

Action item Implementationstatus (Note 1) Deviation from
sustainable
development
best-practice
principles for
TWSE/TPEx
listed
companies and
reasons
Yes No Brief Description
environmental
protection,
occupational
safety and health,
or human rights of
workers and how
are they
implemented?
For new suppliers, it will be evaluated
first if ISO 9001, ISO 14001, and
IATF16949 certifications have been
obtained and their supporting documents
will be evaluated first. The control period
is one month prior to the expiration date.
Meanwhile, corresponding suppliers will
be audited according to the Supplier
Evaluation Form each year.
The Purchase Unit follows the
requirements of the “Operating Procedure
for the Control of Restricted Hazardous
Substances (Hss).” In the event that
suppliers violate applicable control
criteria, they cannot be included as
qualified HFS suppliers.
Social responsibilities and RBA are
extended to next-stage suppliers. Policies
are communicated to and educational
training are provided to suppliers
periodically. The training covers the
following: A. Labor and moral (including
RBA) awareness, policies and goals, their
fulfillment, continuous improvement
goals B. GHG control goals C. Expected
RBA action from suppliers
V. Does the Company
prepare the
Sustainability
Report or other
reports disclosing
non-financial
information of the
Company by
referring to
international general
principles or
guidelines in the
preparation of
reports? Are there
opinionsfrom a
v The Company prepared its Sustainability
Report with reference to the GRI
standard, and planned to obtain third-party
verification in 2023.
Requirements
of the
Sustainable
Development
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies are
fulfilled.

72

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Deviation from
sustainable
development
best-practice
Implementation status (Note 1)
Action item principles for
TWSE/TPEx
listed
companies and
Yes No Brief Description reasons
third-party
qualification unit to
validate or guarantee
the said reports?
VI. If the Company has established its own sustainable development principles according to the
Sustainable Development Best-Practice Principles for TWSE/TPEx-Listed Companies, please
describe the differences between its implementation and the established principles: Requirements
of Requirements of the Sustainable Development Best-Practice Principles for TWSE/TPEx-Listed
Companies are fulfilled.
With regard to the Company’s sustainable development and corporate social responsibilities, refer to
the Sustainability Report.
VII. Other Important Information to Help Understand Implementation Status in the Promotion of
Sustainable Developments:
1. Gold Circuit Electronics commits to following the RBA CoC (formerly EICC), sets goals on
labor, environment, safety, and ethics, and constantly follows up on and improves them. Taiwan,
Suzhou, and Changshu Plant 1 won the silver medal during the RBA-VAP audit in 2022 and
have been highly recognized by customers. In addition, the Gold Circuit Group conducted audits
in a total of 47 suppliers (including manpower service providers) in terms of society and
environmental protection in 2021 and demanded that they continued to enforce and seek
improvements. It is our hope to fulfill the commitment to corporate sustainable development
together with suppliers.
2. Gold Circuit Electronics is proactively enforcing energy-saving and carbon reduction plans.
Illuminating equipment throughout the Group is updated and energy-consuming equipment and
hosts are being replaced as part of the energy-saving correction project. More electricity and
energy-saving machinery and equipment are purchased. Energy and electricity-saving ideas are
formed and communicated through trainings. The working pattern is adjusted to go with the
energy and electricity-saving proposal. The overall carbon emissions of the Group showed slight
increases with the throughput. Gold Circuit Electronics will continue to seek improvements. For
detailed information, please refer to Gold Circuit’s Sustainable Development Report.
3. Gold Circuit Electronics continues to be devoted to waste reduction and recycling of waste
electronic products and consumables (the recycling rate each year exceeds 90%) in order to
reduce environmental pollutions and hazards. The Group achieved the recycling goal of 93.09%
in 2022. Efforts will be continued to achieve this recycling goal in 2023.
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73

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Deviation from
sustainable
development
best-practice
Implementation status (Note 1)
Action item principles for
TWSE/TPEx
listed
companies and
Yes No Brief Description reasons
4. As far as cherishing water resource is concerned, Gold Circuit Electronics continues to recycle
and reuse process discharged water in order to minimize environmental impacts and promises to
achieve the annual recycling and reuse goal of 12%. The recycling and reuse rate throughout the
Group in 2022, in fact, reached 12.7%.
5. Gold Circuit Electronics has been adhering to the highest safety standards about its plants. In
compliance with multiple fire prevention measures promoted in Taiwan and Mainland China,
safety and health are ensured. The Taiwan Plant received the Outstanding Thank-you Medal from
the Industrial Development Bureau under the Ministry of Economic Affairs. In addition, it
received the “Healthy Workplace Certification – Health Activation Symbol” (valid for two years)
from the Ministry of Health and Welfare in 2019 and 2021. All have proven the emphasis that
Gold Circuit has over employees’ health and safety.
6. Gold Circuit Electronics cares about talent attainment and development very much. In 2021, it
was recognized by the Bureau of Vocational Training, Council of Labor Affairs, Executive Yuan
and received the Bronze Medal Certificate for the TTQS review (valid for two years). The
benefits of various types of internal training are enhanced and so is the overall competitive
advantages of the Company. Multiple training projects are promoted one after another so that
employees have the opportunity to get exposed to multiple production tools and management
practices. Departments get to exchange with one another their learning experiences and technical
service. This helps constantly enhance human resources.
7. MAJOR public interest sponsorships, aids to the minorities, emergency rescue, disaster rescue,
and educational promotion. Humanity care in honor of the Company’s belief in “treat others like
yourself” as is shown below:
2021
Donated to Amount (NTD)
Andrew Charity Association 1,000,000
Christian Mountain Children’s Home 1,000,000
Friends of the Police Association 200,000
TPCA Environment Foundation 40,000
“Environment Charity Program”
National Taiwan University Hospital 500,000
2022
Donated to Amount (NTD)
Andrew Charity Association 2,000,000
Christian Mountain Children’s Home 1,000,000
National Taiwan University Hospital 1,000,000
Anti-pandemic resources of the Taoyuan 496,800
City Government
Friends of the Police Association 200,000
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74

Action item Implementationstatus (Note 1) Deviation from
sustainable
development
best-practice
principles for
TWSE/TPEx
listed
companies and
reasons
Yes No Brief Description
8. Besides its commitment to public interests, the Company signed the letter of intent in 2022 with
Godot Culture and Media Ltd. In 2023, invested NT$1 million in the culture promotion business
for 2023, and sponsored the issuance of the “Cleaner” series so that the essence of the story,
namely settlement, forgiveness, and love, can continue to spread and reach out to everyone.
9. Gold Circuit proactively takes part in events held by the District Office, the Neighborhood
Office, and the Community Development Association in order to maintain optimal interactive
relationships. Due to the fact that waste water, once treated, will be discharged to nearby rivers
from the plants in Taiwan, the Company is aware that it may put the surrounding communities
at environmental risk. As such, the Waste Water Test Report is provided to the neighborhood
head periodically and the health of residents and the environmental condition are monitored at
all times. Meanwhile, the Company works with the head of each neighborhood and proactively
takes part in the air quality purification area sponsorship event held by the Environmental
Protection Administration under the Executive Yuan. Routine maintenance takes place in an
effort to promote environmental greening. Honored with the 2021 Air Quality Purification Area
Sponsorship - Sustainable Care Award conferred upon by the Environmental Protection
Administration, Executive Yuan
10. In terms of gender equality, female employees accounted for about 47.7% and female managers
25.3% in Taiwan in 2022. Related indicators and plans have been prepared for 2023. Efforts will
be continued to promote protective measures for women and females in the workplace and their
health and safety and educational trainings and promotion mechanisms in order to boost the
capabilities of females in the workplace.
11. Gold Circuit-related Licenses and Their Expiration Dates
No.
Criteria
Taiwan Plant
Suzhou Plant
Changshu Plant 1
Changshu Plant 2
1
IS0 9001:2015
2023.04.25
2024.06.04
2025.07.12
2023.04.24
2
ISO 14001:2015
2024.08.20
2023.10.20
2025.08.09
2023.04.24
3
ISO 45001:2018
2023.09.30
2026.01.22
2025.08.03
2023.04.25
4
QC080000:2017
2025.05.21
2023.07.02
2025.09.22
2023.08.28
5
ISO/IEC 27001: 2013
2025.10.31
NA
NA
NA
6
IATF 16949:2016
2023.11.07
NA
2024.03.09
2024.03.09
7
ISO 50001:2018
2024.11.23
2025.12.18
2025.01.25
2025.03.13
8
ISO14064-1:2018
2023.06.27
2023.07.28
2023.06.24
2023.06.24

75

  1. Fulfillment of Ethical Corporate Management and Deviation from Ethical Corporate Management Best-Practice Principles for TWSE/TPEx-Listed Companies and Reasons.
Assessed Item Operational status Deviation from
Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/GTSM
Listed
Companies and
Reasons
Yes No Brief Description
I.
Establishment of Ethical
Corporate Management
Policy and Proposal
(I)
Has the Company defined
ethical corporate
management policies
approved by the Board of
Directors and declared its
ethical corporate
management policies and
procedures as well as the
commitment of its Board
of Directors and high-
ranking management to
implementing the
management policies in its
rules and external
documents?
(II)
Has the Company
established an evaluation
mechanism for unethical
behavioral risks that helps
periodically analyze and
evaluate operational
activities of relatively high
unethical behavioral risks
within the scope of
operation and defined a
solution to prevent against
unethical behaviors
accordingly that covers at
least the preventive
measures against respective
acts under Article 7
Paragraph 2 of the Ethical
CorporateManagement


Yes
Yes
(I)
The Company defines its
“Ethical Corporate
Management Best-Practice
Principles” where it is
defined that directors,
managers, or employees,
while conducting business,
may not provide, promise,
ask for, or accept any
unjustified interest directly
or indirectly. The Board of
Directors and the
management are both
proactively fulfilling their
commitment to the
management policy.
(II)
The Company has the
“Moral Risk Evaluation and
Management Procedures”
in place and scores are
given reflective of the risk
class:
high/medium/low/mild
before it is presented
according to the operating
procedure and controlled.
During each year’s
management review
meeting, the annual
improvement goals are
discussed and the annual
risk goals for the specific
year are defined.

The Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies are
fulfilled.
The Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies are
fulfilled.

76

Assessed Item Operational status Deviation from
Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/GTSM
Listed
Companies and
Reasons
Yes No Brief Description
Best-Practice Principles for
TWSE/TPEx-Listed
Companies.
(III) Has the Company specified
the operating procedures,
behavioral guide,
punishment for violators,
and the disciplinary and
complaint-filing system in
case of violation in the
proposal to prevent against
unethical behaviors, and
enforced them, and
periodically reflected upon
and amended the foregoing
solution?


Yes
(III)
In order to fulfill the
management beliefs and
policies mentioned in the
preceding article, the
Company has the
“Corporate Ethical Norms”
and the “Moral Risk
Evaluation and
Management Procedures”
in place. They define the
operating procedures,
behavioral guide,
punishments for violators,
and the complaint-filing
system as reinforced
safeguardmeasures.
The Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies are
fulfilled.
II. Consolidation of Ethical
Corporate Management
(I)
Has the Company
evaluated the ethical
records of parties it does
business with and
stipulated ethical conduct
clauses in business
contracts?
(II)
Has the Company
established a dedicated unit
under the Board of
Directors to promote
ethical corporate
management and report its
ethical management policy
and solution to prevent
against unethicalbehaviors

Yes
Yes
(I)
Terms and conditions of
ethical corporate behaviors
are defined in the
Company’s Corporate
Ethical Norms, Purchase
Policies, and Practitioner’s
Work Rules.
(II)
The [Chairman’s Office]
summarized the ethical
corporate management
policy, safeguard solutions,
and implementation status
on November 10, 2022 and
reported it to the Board of
Directors.
The Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies are
fulfilled.
The Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies are
fulfilled.

77

Assessed Item Operational status Deviation from
Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/GTSM
Listed
Companies and
Reasons
Yes No Brief Description
and the status of
implementation to the
Board of Directors
periodically (at least once a
year)?
(III) Has the Company
established policies to
prevent against conflicts of
interest, provided
appropriate channels for
filing related complaints
and implemented the
policies accordingly?
(IV) Has the Company created
effective accounting and
internal control systems to
consolidate ethical
corporate management and
does the internal audit unit
stipulate related audit plans
according to the evaluation
results of unethical
behavioral risks and
inspect periodically
compliance with the
solution to prevent against
unethical behaviors or
authorize the CPAs to
perform inspections?
(V)
Does the Company hold
internal and external
educational training on
ethical management
regularly?


Yes
Yes
Yes
(III)
The [Chairman’s Office]
completes the Investigation
Report within 1 month
following receipt of reports
of suspicious violations of
ethical norms such as
accepting/offering briberies
and introduces the
disciplinary procedure.
(IV)
The Company defined
applicable operating
procedures such as the
“Corporate Ethical Norms”
on 9/1/2004.
1. The labor and corporate ethics
risk evaluation was performed
in 2022 and the result was low
risk.
2. The number of reports
received through
internal/external whistle-
blowing channels in 2022 was
0.
3. The number of reports
concerning corporate ethics
and ethical corporate
management in 2022 was 0.
(V)
The Human Resources
Department introduces the
action plan and reports it to
the management each year
according to the corporate
ethics policy to ensure
continuousimprovements.
The Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies are
fulfilled.
The Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies are
fulfilled.
The Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/TPEx-
Listed

78

Assessed Item Operational status Deviation from
Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/GTSM
Listed
Companies and
Reasons
Yes No Brief Description
Meanwhile, internal
training courses are
organized periodically, such
as corporate ethical norms
and RBA training courses
for Top 10 suppliers as
mentioned above.

Companies are
fulfilled.
III. Whistle-blowing System of
the Company
(I)
Does the Company have
substantial reporting and
incentive systems in place,
provide convenient
reporting channels, and
assign appropriate
specialists investigate
reported matters?
(II)
Has the Company
established any standard
operating procedures,
subsequent measures to be
adopted after the
investigation is completed,
or confidentiality
mechanisms for handling
reported matters?


Yes
Yes
The Company has the whistle-
blowing and reward systems in
place where details about where to
report suspicious violations of
ethical norms such as
accepting/offering briberies. The
whistle-blowing window:
Window: Chairman’s Office Vice
President Sheng-Hsien Lin
Telephone: 03-4612541-21211
Email:[email protected]
The Company has the “Moral Risk
Evaluation and Management
Procedures” and the “How to
Report Violations and Protection
for Whistle-blowers” in place.
Substantial measures taken to
protect whistleblowers include
keeping confidential the report
letter, investigation records, or
other applicable materials
sufficient to disclose the identity of
the whistleblower and adding
proper notes and keeping separate
copies for the sake of protecting
related rights of the whistleblower.
Those who disclose such
information without a justified
reason are to be punished
according to the work rules for
practitioners of the Company.

The Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies are
fulfilled.
The Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies are
fulfilled.

79

Assessed Item Operational status Operational status Operational status Deviation from
Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/GTSM
Listed
Companies and
Reasons
Yes No Brief Description
(III) Does the Company assure
employees who reported on
malpractices that they will
not be improperly treated
for making such reports?

Yes
The status and safety of the
whistle-blower are specified in the
Company’s “How to Report
Violations and Protection for
Whistle-blowers.” For anyone that
kindly informs of concerns about
immorality, suspicious regulatory
violations, or other improper acts,
besides the fact that details about
the report and the personal
information of the whistleblower
will be protected, the person will
not be subject to retaliation (or
threatened retaliation) or unfair
treatment in any form. Anyone that
believes that he/she is retaliated
against (or threatened or harassed)
as a result of the foregoing
behavior shall report to the Human
Resources Department right away
and the Human Resources
Department will take proper action
to protect the whistleblower.
The Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies are
fulfilled.
IV. Reinforced Information
Disclosure
(I)
Has the company disclosed
information regarding its
ethical corporate
management principles and
implementation status on
its website and the MOPS?
Yes The corporate ethics policy and
procurement policy of the
Company are released on its
website. It is specified that all
business interactions and relations
shall honor the criteria of honesty
and integrity. Any and all forms of
corruption, blackmailing, and
embezzlements are strictly
prohibited.
The Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/TPEx-
Listed
Companies are
fulfilled.
V. If the company has its own Ethical Management Principles established according to the
Ethical Corporate Management Best-Practice Principles for TWSE/TPEx-Listed Companies,
please describe the differences between its implementation and the principles:
The Company defined its corporate ethical norms in honor of the “Ethical Corporate
Management Best-Practice Principles for TWSE/TPEx-Listed Companies”,” Policy of
Corporate Ethics among Employees”, and the Company’s directors, managers, and
employees truthfully abide by and donot violate ethical norms.

80

Assessed Item Operational status Operational status Operational status Deviation from
Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/GTSM
Listed
Companies and
Reasons
Yes No Brief Description
VI. Other important information that helps understand the implementation of ethical corporate
management of the company (such as the communication of the Company’s commitment to
ethical corporate management and policy to its business partners and invitation of the
business partners to attend educational training and reflection upon and revision of the
Ethical Corporate Management Best-Practice Principles):
The Human Resources Department introduces the action plan and reports it to the
management each year according to the corporate ethics policy to ensure continuous
improvements. Meanwhile, internal training courses are organized periodically, such as
corporate ethical norms and RBA training courses for Top 20 suppliers as mentioned above.
Date of educational
training
Course title
Trainees
Number of hours
acquired on training/
headcount
2022
RBA (EICC) Code of
Conduct (Including Labor,
Corporate Ethics, Health and
Safety, and Environmental
Issues)
All employees
2151/2151
2022
Promotion of Awareness of
Corporate Ethics among
Employees
All employees
2187/2187
2022/7/15
New Legal Knowledge -
Corporate Ethics (Including
Personal Data Protection and
Information Security, Online
and Digital Courses)
Supervisors, managers, and
engineers
(Level 4 of duty and above)
649/649
2022/7/14
Greenhouse Gas Inventory
Check and RBA (EICC)
Communication and
Business Secret Protection
Policy
Top 20 suppliers
on-site service providers
and contractors/agencies
70/35
The Company has the separate “Labor Behavior and Ethical Norm Correction and Preventive Measures
Management Procedure” in place in order to address and investigate hazards that have actually occurred
or are potentially against labor behavior and ethical requirements. Any non-compliance with the Gold
Circuit Electronics labor behavior and ethical norms and regulatory requirements, the “RBA (EICC),
and social responsibility requirements set forth in contracts with customers.
VII. How they may be found shall be disclosed if the Refer to company has established Corporate
Governance Principles and related regulations: Refer to the Company’s website where it says about
what to be disclosed as part of financial information (http://www.gce.com.tw).
VIII. Other important information sufficient to boost knowledge of how corporate governance works may
be disclosed together: Please refer to “Corporate Governance Implementation Status and Deviations
from Corporate Governance Best-Practice Principles for TWSE/TPEx-Listed Companies and Reasons
- ItemVII”.

81

Ethical norm violation (including suspicious violation) investigation flowchart:

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

Whistle-blower/Applicant
Confirm
Company handling window: YES
Highest-ranking officer at the presence or
absence of
Ethics Department or the
Human Resources Center illegal act
1. Decides whether or not to
form an investigation group
2. If yes, complete the
YES
investigation report within 1
month (or an extended
Company’s administrative procedure:
period of time as needed) 1. In case of violation of a law or fair
3. If it is true, the disciplinary competition, related information shall be
turned into the police authority and such
procedure is to be
procedure shall be made known to the
introduced for the violator, whistle-blower
too. 2. Protect the safety and privacy of the
whistle-blower to prevent against
4. If it is true, the whistle- retaliation
blower is adequately 3. Request suspension/transfer to the
rewarded. parties when necessary
4. For suppliers, customers, or counterparts
suspected of unethical behavior, the
contract shall be terminated and
interactions shall be discontinued.
5. Check whether the process system,
reward and punishment mechanism in
the factory.
6. Re-conduct corporate ethics education
and training
7. Public relations: Single spokesperson and
window
----- End of picture text -----

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

The whistle-blower/applicant is notified of the result
and also where an appeal may be filed
----- End of picture text -----

82

  1. The following matters shall be disclosed for the implementation status of the Internal Control System:

  2. (1). Declaration on Internal Control.

Gold Circuit Electronics Ltd.

Internal Control System Declaration

Date: March 09, 2022

For the Company’s internal control system of 2022, it is hereby declared as follows according to selfassessment findings:

  • I. The Company knows that establishing, enforcing, and maintaining an internal control system is the responsibility of the Company’s Board of Directors and managers and has such a system in place already. It is meant to reasonably ensure fulfillment of the operational efficacy and efficiency (including profits, performance, and protection of asset security), reporting reliability, timeliness, transparency, and compliance with applicable regulations and laws and regulatory requirements, among other goals.

  • II. The internal control system has its inherited restrictions that cannot be overcome with improved design. An effective internal control system can also only reasonably ensure the fulfillment of the three goals stated above and its effectiveness may change as the environment

  • or situation changes. There is a self-surveillance mechanism, however, built inside the internal control system of the Company that helps the Company take a corrective action against deficiencies confirmed.

  • III. The Company determines the effectiveness of the design and implementation of its internal control system in accordance with the items in “Governing Regulations for Public Company’s Establishment of Internal Control System” (hereinafter called “Governing Regulations”) that are related to the effectiveness of internal control systems. The items adopted in the Governing Regulations for determining the internal control system are the five constitutional elements of the internal control system divided according to the management and control process: 1. control environment, 2. risk assessment, 3. control process, 4. information and communication, and 5. supervision. Each element further encompasses several items. For the above-mentioned items, refer to the requirements in the “Governing Regulations.”

  • IV. The Company has already adopted the aforesaid items to evaluate the effectiveness in the design and implementation of its internal control system.

  • V. Pursuant to the results of the above-mentioned evaluations, the Company is of the view that the design and implementation of its internal control system as of December 31, 2022 (including its supervision and management of subsidiaries), including its awareness of the extent by which the operating effects and efficiency goals are fulfilled, reliability of reports, and compliance with relevant laws and regulations, are such that it is effective and capable of reasonably ensuring that the aforementioned goals can be achieved.

  • VI. This declaration constitutes a major part of the Company’s Annual Report and the Company’s Prospectus that are made available to the public. In case of falsification or concealment, among other illegal conditions, with the above-mentioned released contents, liabilities under Articles 20, 32, 171, and 174 of the Securities and Exchange Act will be sought.

  • VII. This Declaration was approved at the meeting of the Company’s Board of Directors on March 09, 2023 with no directors expressing dissent out of the 8 Directors in attendance.

Gold Circuit Electronics Ltd. Chairman: Chen-Tse Yang signature/seal President: Chen-Tse Yang signature/seal

(2). If review of the internal audit system is outsourced to CPAs as an exception, the CPA Review Report shall be disclosed: Not applicable

83

  1. Any legal sanctions against the Company or its internal personnel, or any disciplinary action taken by the Company against its internal personnel for violating internal control requirements in the past year up to the date the Annual Report was printed: None

  2. Important decisions reached in shareholders’ meetings and made by the Board of Directors in the most recent year up to the date the Annual Report was printed.

Name of
Meeting
Date Important resolutions Implementation status
Board of
Directors
meeting
01/18/2022
(4th)
1. Clarification on the coverage for
directors under liability
insurance
2. Distribution ratio of 2021
remuneration to employees and
that to directors
3. Resolutions reached in the
second meeting of the
Compensation and
Remuneration Committee of
the current intake (2021-2024)
4. Line of credit for financing and
guarantee applied for with the
bank

1. Insured value of US$ 10
million was approved.
2. NT$ 240,000,000 as the
remuneration to employees
and NT$ 35,000,000 as that
to directors to be set aside
3. Four months of base salary
as the year-end bonus was
approved unanimously by
attending directors.
4. The proposal was approved
as is by all attending
directors
Board of
Directors
meeting
03/21/2022
(5th)
1. Date, time, venue, and main
contents of the 2022 General
Shareholders' Meeting
2. 2021 Financial Statements and
Business Report
3. 2021 earnings distribution
proposal
4. Capital reduction in cash
5. Distribution of 2021
remuneration to employees and
that to directors
6. Issuance of Internal Control
Declaration
7. Evaluation of independence of
2022 CPAs
8. Revision of the Articles of
Incorporation
9. Revision of the “Procedure for
the Acquisition or Disposal of
Assets”
10. Line of credit to be applied for
with the bank and
endorsements/guarantees to
1. The proposal was approved
as is by all attending directors
2. The proposal was approved
as is by all attending directors
3. Cash dividends distributed
with earnings of NTD 2.2.
Expected capital reduction ratio
of around 10%; it is expected
that NTD 1 per share will be
returned
5. The proposal was approved
as is by all attending directors
6. The proposal was approved
as is by all attending directors
7. The proposal was approved
as is by all attending directors
8. The proposal was approved
as is by all attending directors
9. The proposal was approved
as is by all attending directors
10. The proposal was approved
as is by all attending
directors

84

Name of
Meeting
Date Important resolutions Implementation status
subsidiaries
Board of
Directors
meeting
05/10/2022
(6th)
1. Report on the governance
structure of sustainable
developments and scheduling of
greenhouse gas inventory checks
and verification
2. Review of the Consolidated
Financial Statements for the first
quarter of 2022.
3. Lending of funds to Changshu
Gold Circuit Technology
4. Line of credit to be applied for
with the bank and
endorsements/guarantees to
subsidiaries
1. The proposal was approved
as is by all attending
directors
2. The proposal was approved
as is by all attending
directors
3. The proposal was approved
as is by all attending
directors
4. The proposal was approved
as is by all attending
directors
Shareholders’
meeting
6/8/2022 1. Ratification of 2021 statements
and reports
2. Ratification of cash dividends
distributed with 2021 earnings at
NT$2.2
3. Capital reduction in cash
4. Revision of the Articles of
Incorporation
5. Revision of the “Procedure for
the Acquisition or Disposal of
Assets”
The proposal was approved as
is by 88.22% of the shares held
by attending shareholders.
The proposal was approved as
is by 88.32% of the shares held
by attending shareholders.
The proposal was approved as
is by 88.20% of the shares held
by attending shareholders.
The proposal was approved as
is by 80.13% of the shares held
by attending shareholders.
The proposal was approved as
is by 88.31% of the shares held
by attending shareholders.
Board of
Directors
meeting
08/09/2022
(7th)
1. Report on the implementation
status of the “Smart Wealth
Management Plan”
2. Report on ESG Greenhouse Gas
Inventory Check and
Verification Schedule
1. Review of the Consolidated
Financial Statements for the first
half of 2022.
2. Set the record date for capital
reduction and swap of shares and
the Action of Shares through
Capital Reduction.
3. Review of the syndicated loan
with Taipei Fubon Bank and
E.SUN Bank [line of credit]
4. Review of decision of the
Compensation and
Remuneration Committee
5. Line of credit to be applied for

1. The proposal was approved
as is by all attending directors
2. The proposal was approved
as is by all attending directors
1. The proposal was approved
as is by all attending directors
2. The proposal was approved
as is by all attending directors
3. The proposal was approved
as is by all attending directors
4. The proposal was approved
as is by all attending directors
5. The proposal was approved

85

Name of
Meeting
Date Important resolutions Implementation status
with the bank and
endorsements/guarantees to
subsidiaries
as is by all attending directors
Board of
Directors
meeting
November
10, 2022
(8th)
1. Report on the implementation
status of the honest operation
policy, safeguard solutions, and
supervision
2. Report on ESG Greenhouse Gas
Inventory Check and
Verification Schedule
1. Internal adjustment of CPAs
2. Review of the Consolidated
Financial Statements for the
third quarter of 2022.
3. 2023 Audit Plan
4. Revision of the “Anti-insider
Trading Management
Procedure”
5. Revision of the "Corporate
Sustainable Development Best
Practice Principles”
6. Preparation of the “Operating
Procedure for the Preparation
and Qualification of
Sustainability Reports”
7. Preparation of the Procedure for
Handling Major Internal
Information”
8. Revision of the “Corporate
Governance Procedure”
9. Capital reduction of the
subsidiary Goldex Holding
Limited
10. Line of credit to be applied for
with the bank and
endorsements/guarantees to
subsidiaries
11. Intended nomination of
Superintendent Shyr-Chyr Chen
as Independent Director
1. The proposal was approved
as is by all attending directors
2. The proposal was approved
as is by all attending directors
1. The proposal was approved
as is by all attending directors
2. The proposal was approved
as is by all attending directors
3. The proposal was approved
as is by all attending directors
4. The proposal was approved
as is by all attending directors
5. The proposal was approved
as is by all attending directors
6. The proposal was approved
as is by all attending directors
7. The proposal was approved
as is by all attending directors
8. The proposal was approved
as is by all attending directors
9. The proposal was approved
as is by all attending directors
10. The proposal was approved
as is by all attending directors
11. The proposal was approved
as is by all attending directors
Board of
Directors
meeting
01/10/2023
(9th)
1. Report on the communication and
audit plans between the CPA and
the corporate governance unit and
the audit quality indicators
(AQIs)
2. Report on the coverage for
directors under liability insurance


1. It was approved as is by
attending directors.
2. Insured value of US$ 10
million was approved.

86

Name of
Meeting
Date Important resolutions Implementation status
1. Distribution ratio of 2022
remuneration to employees and
that to directors
2. Review of resolutions reached in
the fifth meeting of the
Compensation and Remuneration
Committee of the current intake
3. Revision of the “Board of
Directors Performance
Evaluation Guidelines”.
4. Capital reduction of the
subsidiary Goldex Holding
Limited
5. Appointment of new chief auditor
of the Company and special
assistant to the Chairman
6. Line of credit for financing and
guarantee applied for with the
bank

1. Intended appropriations of
NTD 334,000,000 as the
remuneration to employees
and NTD 48,000,000 as the
remuneration to directors
2. The attending directors
approved the issuance of
Year-end bonus worth 7
months of the base salary as
is.
3. It was approved as is by
attending directors.
4. It was approved as is by
attending directors.
5. It was approved as is by
attending directors.
6. It was approved as is by
attending directors.
Board of
Directors
meeting
03/09/2023
(10th)
1. 2022 Financial Statements and
Business Report
2. Distribution of 2022
remuneration to employees and
that to directors
3. Distribution of 2022 earnings
4. Distribution of 2022 cash
dividends
5. Revision of the “Rules of
Procedure for the Board of
Directors Meetings”
6. Determination of the date, venue,
and main contents of the 2022
General Shareholders' Meeting
7. Evaluation of the independence
of 2023 CPAs
8. Issuance of Internal Control
Declaration
9. Line of credit to be applied for
with the bank and
endorsements/guarantees to
subsidiaries
10. Re-election of 1 independent
director and duration of
nomination of candidates,
expected number of openings,
and handling sites
1. It was approved as is by
attending directors.
2. It was approved as is by
attending directors.
3. Cash dividends distributed
with earnings of NTD 3.5
4. It was approved as is by
attending directors.
5. It was approved as is by
attending directors.
6. It was approved as is by
attending directors.
7. It was approved as is by
attending directors.
8. It was approved as is by
attending directors.
9. It was approved as is by
attending directors.
10. It was approved as is by
attending directors.

87

Name of
Meeting
Date Important resolutions Implementation status
11. List of candidate independent
directors nominated by the Board
of Directors
11. It was approved as is by
attending directors.
  1. Different opinions of directors or supervisors that are recorded and stated in writing on important decisions made by the Board of Directors over the past year up to date the Annual Report was printed: This did not happen.

IV. Summary of resignations and dismissals of related staff of the Company:

  1. Summary of resignations and dismissals of the Company's Chairman, President, head of accounting, head of finance, head of internal audit, and head of R&D in the most recent year up to the date the Annual Report was printed:

Summary of resignations and dismissals of related staff of the Company

01/10/2023
Job title Name Term in office Date dismissed Cause of resignation
or dismissal
Head of
Audit
Chun-Hung Kuo 11/12/2015 01/10/2023 Retired

V. Public Expenditure on CPAs:

  1. Non-audit and audit expenditure paid to the CPAs, their firms, and their affiliates
Name of
Accounting
Firm
Name of CPA CPA’s Audit
Duration
Audit
expenditure
(NTD thousand)
Non-audit
expenditure
(NTD
thousand)
Remarks
Deloitte
Taiwan
Chao-Ling Chen
Jui-Nan Chang
01/01/2022–
06/30/2022
8,692 221 (Note 1)
Deloitte
Taiwan
Chao-Ling Chen
Chun-Yi Chang
07/01/2022–
12/31/2022

(Note 1): Non-audit public expenditure is mainly business registration.

  1. The accounting firm is changed and the audit expenditure in the year of replacement is reduced compared to that in the preceding year: None; not applicable

  2. When the audit expenditure is reduced by more than 15% from the preceding year, the value reduced, the ratio, and the cause shall be disclosed: None; not applicable

VI. Information on Replacement of CPAs

Replacement of the CPA over the past two years and thereafter: The Company has had

CPAs Chao-Ling Chen and Chun-Yi Chang as the attesting CPAs since the adjustment of internal duties of Deloitte Taiwan in the third quarter of 2022.

VII. Company’s Chairman, President, Financial or Accounting Affairs Manager who has Served in the Firm that the CPAs belong or Any of its Affiliates in the Most Recent Year: None

88

VIII. Changes in the transfer and pledge of equity among directors, supervisors, managers, and shareholders with a holding ratio exceeding 10% in the past year and up to the date the Annual Report was printed:

(1). Changes in the transfer and pledge of equity among directors (including independent directors), managers, and shareholders with a holding ratio exceeding 10%:

Title Name 2022 2022 Currentyear(as of April 16) Currentyear(as of April 16)
Number of shares
held
Increase
(decrease)
Pledged
Increase
(decrease)
Number of shares
held
Increase
(decrease)
Pledged
Increase (decrease)
Chairman and CEO Chen-Tse Yang 0
(1,961,469)


0

0

0
Director and
shareholding holding at
least 10% of shares
Chang-Chih Yang 0
(10,735,802)


0

0

0
Director Chang-Chin Yang 0
(294,710)


0

-

-
Director Chen-Jung Yang 0
(715,795)


0

0

0
Director Lien-Mei Lin 0
(17,145)


0

0

0
Director King Hsiang
Investment Co., Ltd.
Representative: Jung-
Tung Tsai
0
(572,375)


0

0

0
Independent Director Jen-Jou Hsieh 0
0

0

0
Independent Director Wen-Shih Chiang 0
(477)


0

0

0
Independent Director Tzu-Ying Lin 0
0

0

0
President of the Sales
Center
Hsi-Kuei Huang 0
(72)


0

0

0
President of the Factory
Affairs Center
Chin-Sung Tsai 0
(271,662)


0

0
(95,000)


0
Senior Vice President Te-Ming Yang 0
0

0

0
Senior Vice President Chung-Chih Lung 0
(5,000)


0

0

0
Vice President Min-Cheng Liu 0
(58,656)


0

0
(57,000)


0
Vice President Sheng-Hsien Lin 0
(184,900)


0

0
(9,000)


0
Vice President and
Corporate Governance
Officer and Head of
Finance/Accounting
Chang-Chin Yang 0
(210,105)


0

0

0
Assistant Vice President Shun-Chien Li 0
(44,638)


0

0

0
Assistant Vice President Sung-Ying Li 0
0

0

0
Assistant Vice President Ta-Kun Yang 0
(49,500)


0

0

0
Assistant Vice President Cheng-Hsuen Chung 0
(31,000)


0

0
(6,000)


0
Assistant Vice President Jui-Pin Lee 0
0

0

0
Assistant Vice President Chih-Kung Hu 0
0

0

0
Special Assistant Yi-Liang Lin
(Date inaugurated:
1/9/2023)
0
0

0

0
Vice Director and Chief
Auditor
Ming-Yuan Wu
(Date inaugurated:
1/10/2023)
0
0

0

0
Chief Auditor Chun-Hung Kuo
(Date retired: 1/10/2023)
0
(4,000)

0

0

0

89

  • (II) Changes in the transfer of equity among directors (including independent directors), managers, and shareholders with a holding ratio exceeding 10% (when the counterparty of the equity transfer is a related party): None.

  • (III) Changes in the pledge of equity among directors (including independent directors), managers, and shareholders with a holding ratio exceeding 10% (when the counterparty of the equity transfer is a related party): None.

IX. Information of relationship among Top 10 shareholders who are related, spouses, or relatives within the second degree of kinship.

Relationship among Top 10 shareholders in terms of the holding ratio

Name
(Note 1)
Shareholder
Shares held
Shareholder
Shares held
Shares held by the spouse or
any underage child
Shares held by the spouse or
any underage child
Total shares held in
someone else’s name
Total shares held in
someone else’s name
The title or name and
relationship among
shareholders in the Top 10
shareholding list who are
related as defined in
Financial Accounting
Standard 6, spouse to each
other, or relatives within the
second degree of kinship.
The title or name and
relationship among
shareholders in the Top 10
shareholding list who are
related as defined in
Financial Accounting
Standard 6, spouse to each
other, or relatives within the
second degree of kinship.
Remarks
Number of
shares
Shareholding
ratio
Number of
shares
Shareholdi
ngratio
Number of
shares
Shareholdin
gratio
Title
(Name)
Affiliation
Chang-Chih Yang 96,622,217 19.65
%
27,651,870 5.62
%
11,012,760 2.24
%
Jui-Ching Li
Chen-Tse
Yang
Couple
Father-Son
New labor
pension fund
31,026,520 6.31
%
None None
Jui-Ching Li 27,651,870 5.62
%
96,622,217 19.65
%
11,012,760 2.24
%
Chang-Chih
Yang
Chen-Tse
Yang
Couple
Mother-
Son
Fubon Life
Insurance Co.,
Ltd.
25,638,900 5.21
%
None None
Cheng -Tse Yang 17,653,216 3.59
%
- - - - Chang-Chih
Yang
Jui-ChingLi
Father-Son
Mother-Son
Chia Hui
Investment Co.
Ltd.
Representative:
Chang-Chih Yang
11,012,760 2.24
%
Jui-Ching Li
Chen-Tse
Yang
Couple
Father-Son
Cathay Life
Insurance
Fiduciary JP
Morgan Fleming
Trust Company
Investment
Account
9,849,000 2.00
%
None None
Yuanta Taiwan
High-Dividend
Quality Leading
FundsAccount
8,000,000 1.63
%
None None
Ya-Ping Cheng 7,690,000 1.56
%
- - - - None None
Public Service
Pension Fund
Management
Board
7,569,300 1.54
%
- - - - None None

Note 1: Names of shareholders shall be listed separately (both the name of the corporation and its representative shall be listed for a corporate shareholder).

90

X. Number of shares held by the Company, the Company’s directors, supervisors, managers, and directly or indirectly controlled businesses and the consolidated general holding ratio.

Re-invested
business
Investment made by the
Company
Investment made by the
Company

Investment by the directors,
supervisor, manager, and
directly or indirectly controlled
business

Investment by the directors,
supervisor, manager, and
directly or indirectly controlled
business
Comprehensive investment Comprehensive investment
Share(s) Shareholding
ratio

Share(s)
Shareholding
ratio
Share(s) Shareholding
ratio
King Hsiang
Investment Co.,
Ltd.
19,999,400 99.997% 400 0.0015% 19,999,800 99.999%
Goldex Holding
Limited

191,910,000
100.00% - - 191,910,000 100.00%
Gold Circuit
International
Limited
98,000,000 100.00% - - 98,000,000 100.00%
Gold Circuit
Enterprise
Limited
93,010,000 100.00% - - 93,010,000 100.00%
Suzhou Gold
Circuit
Electronics Ltd.
98,000,000 100.00% - - 98,000,000 100.00%
Changshu Gold
Circuit
Electronics Ltd.
30,010,000 100.00% - - 30,010,000 100.00%
Changshu Gold
Circuit
Technology
Co., Ltd.
33,000,000 100.00% - - 33,000,000 100.00%

91

FOUR. Capital and Shares I Source of Capital Stock

Unit: NTD thousand

MM/YYYY Issue
price
Approved capitalstock Approved capitalstock Paid-incapitalstock Paid-incapitalstock Remarks Remarks Remarks
Number of
shares
Amount Number of
shares
Amount Source of capital stock Using
properties
other than
cash to
write off
the stock
value
Others
September
1981
10 1,000,000 10,000 1,000,000 10,000 Established
December
1984
10 3,000,000 30,000 3,000,000 30,000 Capital increase in cash
20,000
October
1987
10 6,000,000 60,000 6,000,000 60,000 Capital increase in cash
30,000
October
1988
10 9,000,000 90,000 9,000,000 90,000 Capital increase in cash
30,000
August 1989 10 12,000,000 120,000 12,000,000 120,000 Capital increase in cash
30,000
December
1989
10 16,000,000 160,000 16,000,000 160,000 Capital increase in cash
40,000
June 1990 10 19,800,000 198,000 19,800,000 198,000 Capital increase in cash
38,000
October
1991
10 30,000,000 300,000 24,348,000 243,480 Earnings transferred
capital increase
45,480
August 1993 10 30,000,000 300,000 30,000,000 300,000 Earnings transferred
capital increase
56,520
September
1996
10 60,000,000 600,000 60,000,000 600,000 Capital increase in cash
49,500
Earnings-transferred
capital increase250,500
August 1997 10 99,000,000 990,000 99,000,000 990,000 Capital increase in cash
48,000
Earnings-transferred
capital increase 342,000
June 1998 10 300,000,000 3,000,000 177,300,000 1,773,000 Capital increase in cash
265,000
Earnings-transferred
capital increase 396,000
Capital reserve 99,000
Employee bonus23,000
July 1999 10 480,000,000 4,800,000 268,880,000 2,688,800 Earnings-transferred
capital increase 531,900
Capital reserve 354,600
Employee bonus29,300
August 2000 10 480,000,000 4,800,000 324,766,000 3,247,660 Earnings-transferred
capital increase 403,320
Capital reserve 134,440
Employee bonus 21,100
August 2001 10 650,000,000 6,500,000 390,870,000 3,908,700 Earnings-transferred
capital increase
454,672.4
Capital reserve 162,383
Employee bonus
43,984.6
October
2002
10 650,000,000 6,500,000 410,413,500 4,104,135 Capital reserve 195,435
July 2004 10 650,000,000 6,500,000 443,747,500 4,437,475 Capital increase in cash
333,340

92

October
2004
10 650,000,000 6,500,000 443,932,684 4,439,327 Corporate bond
conversion 1,852
September
2005
10 650,000,000 6,500,000 479,862,631 4,798,626 Earnings-transferred
capital increase
221,966.34
Corporate bond
conversion 137,333.13
November
2005
10 650,000,000 6,500,000 488,916,811 4,889,168 Corporate bond
conversion90,541.8
February
2006
10 650,000,000 6,500,000 504,575,660 5,045,756 Corporate bond
conversion 156,588.49
April 2006 10 650,000,000 6,500,000 511,691,920 5,116,920 Corporate bond
conversion71,162.60
June 2006 10 650,000,000 6,500,000 511,808,199 5,118,082 Corporate bond
conversion 1,162.79
August 2008 10 650,000,000 6,500,000 552,752,855 5,527,529 Earnings-transferred
capital increase
409,446.56
October
2009
10 650,000,000 6,500,000 569,175,841 5,691,758 Earnings-transferred
capital increase
164,229.86
November
2011
10 650,000,000 6,500,000 564,912,841 5,649,128 Cancellation of treasury
stock 42,630.00
August 2016
October
2018
10 650,000,000 6,500,000 552,246,841 5,522,468 Cancellation of treasury
stock 126,660.00
10 650,000,000 6,500,000 546,487,841 5,464,878 Cancellation of treasury
stock 57,590.00
July 2022 10 750,000,000 7,500,000 491,839,057 4,918,391 Capital reduction in
cash 546,487.84

Type of share

June 14, 2023

Type of share Approved capital stock Approved capital stock Remarks
Outstanding shares Shares yet to be
issued
Total
491,839,057 258,160,943 750,000,000

II Shareholder Structure

June 14, 2023 June 14, 2023 June 14, 2023 June 14, 2023 June 14, 2023 June 14, 2023 June 14, 2023
Shareholder
Structure
Quantity
Govern
ment
instituti
ons
Financial
institutions
Other
corporations
Individuals Foreign
institutions
and aliens
Treasury
stock
Total
Number of
people
1
22

150

26,439

260

0

26,872
Number of
shares held
4 43,136,677 106,196,785 238,761,265 103,744,326
0
491,839,057
Shareholding
ratio
0.00%
8.77%

21.59%

48.55%

21.09%

0.00%

100.00%

93

III Decentralization of Shareholders

Decentralization of equity

Par value of NT$10 per share June 14, 2023

ar value of NT$10 per share June 14, 2023
Shareholding classification Number of
shareholders
Number of shares held Shareholding
ratio
1 ~999 13,294 4,001,393 0.81%
1,000 ~ 5,000 11,076 21,324,660 4.34%
5,001 ~ 10,000 1,290 9,777,010 1.99%
10,001 ~ 15,000 328 4,040,358 0.82%
15,001 ~ 20,000 194 3,498,415 0.71%
20,001 ~30,000 148 3,746,722 0.76%
30,001 ~ 40,000 84 2,965,294 0.60%
40,001 ~50,000 64 2,964,326 0.60%
50,001 ~ 100,000 138 10,085,675 2.05%
100,001 ~ 200,000 87 12,412,074 2.52%
200,001 ~ 400,000 61 17,604,804 3.58%
400,001 ~600,000 25 12,093,758 2.46%
600,001 ~800,000 14 9,500,369 1.93%
800,001~1,000,000 11 10,085,400 2.05%
1,000,001 andmore 58 367,738,799 74.78%
Total 26,872 491,839,057 100.00 %

IV List of Major Shareholders

June 14, 2023

List of Major Shareholders June 14, 2023
Share
Name of major shareholder
Number of shares
held
Shareholding
ratio
Chang-Chih Yang
New Labor Pension Fund
Jui-Ching Li
Fubon Life Insurance Co., Ltd.
Chen-Tse Yang
Chia Hui Investment Co. Ltd.
Cathay Life Insurance Fiduciary JP Morgan Fleming Trust
Company Investment Account
Yuanta Taiwan High-Dividend Quality Leading Funds
Account
Ya-Pin Cheng
Public Service Pension Fund Management Board
96,622,217
31,026,520
27,651,870
25,638,900
17,653,216
11,012,760
9,849,000
8,000,000
7,690,000
7,569,300
19.65 %
6.31 %
5.62 %
5.21 %
3.59 %
2.24 %
2.00 %
1.63 %
1.56 %
1.54 %

94

V Related information of market considerations per share, net value, earnings, and dividends for the past two years

Item Year Year
2021
2022 As of
March 31,2023
Market
value per
share
Maximum 84.20 104.00 84.70
Minimum 38.65 63.20 99.80
Average 64.14 83.92 90.85
Net worth
per share
Before distribution 21.09 27.78 26.56
After distribution - - -
Earnings
Per Share
Weighted average
number of shares
(thousand shares)
540,764
thousand shares

515,578
thousand shares
491,839
thousand shares
EarningsPerShare 5.41 8.86 0.88
Dividends
per share
Cashdividend 2.20 3.50
Free
share
assignm
ent
Stock
dividend with
earnings
2.20 3.50
Stock dividend
with capital
reserve
Cumulative unpaid
dividend
Analysis of
Return on
Investment
Price-to-earning ratio
(Note1)
11.86 9.44 25.81
Price-to-dividend ratio
(Note2)
29.15 23.90
Cash dividend yield
rate(Note 3)
3.43% 4.18%

Note 1: P/E ratio = the average closing price per share of the year/earnings per share.

Note 2: Price-to-dividend ratio = mean closing price per share of the year/cash dividends per share.

Note 3: Cash dividends yield rate = cash dividends per share/mean closing price per share of the year.

VI. Company’s Dividend Policy and Implementation Status:

The dividend policy defined in the Articles of Incorporation and the intended dividends to be distributed through the current shareholders’ meeting shall be

disclosed. When major changes to the dividend policy are expected, clarifications shall be provided:

1. The Company’s dividend policy:

If the Company makes profits for the year, 5% to 10% shall be set aside to be the remuneration to employees and it shall be distributed in stock or in cash as determined by the Board of Directors. The recipients may also include employees of affiliates who meet certain criteria. With the same profits indicated above, the Company may have the Board of Directors to decide the remuneration to directors no greater than 1%. The distribution of employees’ remuneration and directors’

95

remuneration shall be reported to the shareholders’ meeting.

In cases of accumulated deficits, on the other hand, the Company shall first retain the value sufficient to offset the deficits and then set aside the remuneration to employees and that to directors according to the ratios indicated in the foregoing.

If there is a surplus in the Company’s annual final accounts, the Company shall first pay taxes and make up for the cumulative losses, and then allocate 10% as the legal reserve and make a provision for or reverse the special reserve as required by law or by the competent authority. If there is still a surplus, the balance shall be added to the cumulative undistributed earnings of the previous year and the Board of Directors shall prepare the distribution proposal and bring it forth during the shareholder’s meeting for a resolution before it may be distributed.

The Company's dividend policy takes the long-term business growth and investment projects into consideration, and also attends to a robust financial structure. The Board of Directors is required to prepare the earnings distribution proposal. The dividends will be distributed in the form of stock dividend or cash dividend adequately subject to the future funding needs and the level of dilution of capital stocks. Among the other things, the cash dividend shall be no less than 10% of the total distribution for the current year.

  1. Distribution of dividends intended to be proposed and discussed during the current shareholders’ meeting:

The 2022 earnings distribution proposal of the Company, as decided by the Board of Directors on March 9, 2023, includes the intended cash dividends per share worth NT$3.50 to be distributed to the shareholders with the earnings and a total of NT$1,721,436,700. It will be brought forth during the shareholder's meeting.

  • VII Impacts of free share assignment intended through the current shareholders’ meeting on the Company's operational performance and earnings per share: No share assignment is involved this time. Therefore, it is not applicable.

VIII Remuneration to employees and that to directors

  1. Percentage or range of remuneration to employees and that to directors as stated in the Articles of Incorporation:

  2. Clause 20 of the Articles of Incorporation stipulates that, with profits, the

  3. Company shall set aside 5% to 10% to be the remuneration to employees and it shall be distributed in stock or in cash as determined by the Board of Directors. The recipients may also include employees of affiliates who meet certain criteria. With the same profits indicated above, the Company may have the Board of Directors to decide the remuneration to directors no greater than 1%. The distribution of

96

employees’ remuneration and directors’ remuneration shall be reported to the shareholders’ meeting.

In cases of accumulated deficits, on the other hand, the Company shall first retain the value sufficient to offset the deficits and then set aside the remuneration to employees and that to directors according to the ratios indicated in the foregoing.

Clause 20-1 of the Articles of Incorporation stipulates that, with a surplus in the Company’s annual final accounts, the Company shall first pay taxes and make up for the cumulative losses, and then allocate 10% as the legal reserve and make a provision for or reverse the special reserve as required by law or by the competent authority. If there is still a surplus, the balance shall be added to the cumulative undistributed earnings of the previous year and the Board of Directors shall prepare the distribution proposal and bring it forth during the shareholder’s meeting for a resolution before it may be distributed.

Clause 20-2 of Articles of Incorporation stipulates that the Company's dividend policy takes the long-term business growth and investment projects into consideration, and also attends to a robust financial structure. The Board of Directors is required to prepare the earnings distribution proposal. The dividends will be distributed in the form of stock dividend or cash dividend adequately subject to the future funding needs and the level of dilution of capital stocks. Among the other things, the cash dividend shall be no less than 10% of the total distribution for the current year.

  1. Accounting measures adopted in case of any difference between the basis for estimating the amount of remuneration to employees and that to directors, basis for calculating the number of shares included in the distribution of remuneration for employees, and the actual value distributed and their estimates of the current term: No shares are assigned to be the remuneration to employees for the current term and hence it is not applicable.

  2. Approval of distribution of remuneration by the Board of Directors:

  3. (1) Remunerations to employees and that to directors distributed in cash or stock:

    • Clause 20 of the Articles of Incorporation stipulates that, with profits, the Company shall set aside 5% to 10% to be the remuneration to employees and it shall be distributed in stock or in cash as determined by the Board of Directors. The recipients may also include employees of affiliates who meet certain criteria. With the same profits indicated above, the Company may have the Board of Directors to decide the remuneration to directors no greater than 1%. The Company intends to set aside NT$334,000,000 as the remuneration to employees and NT$48,000,000 as that to directors for 2022.
  4. (2) Amount of remuneration to employees distributed in stock and the ratio of the

97

amount to the sum of the net profit after tax as shown in the standalone or individual financial report for the current term and sum of remuneration to employees: No shares are assigned to be the remuneration to employees for the current term and hence it is not applicable.

  1. When there is difference between the actual distributed amount of remuneration to employees and that to directors (including the number, amount, and price of shares distributed) and the recognized remuneration to employees and that to directors over the past year, the difference, cause for the difference, and how it is handled shall also be specified: This did not happen, so it is not applicable.

IX Buyback of corporate shares:

Prior efforts in buying back treasury stock shares are completed.

X Corporate bonds:

The Company does not issue corporate bonds and hence it is not applicable.

XI Preferred stock:

The Company does not issue preferred stock shares and hence it is not applicable.

XII Global depository receipts:

The Company does not issue global depository receipts and hence it is not applicable.

XIII Employee share subscription warrants:

The Company does not issue employee share subscription warrants and hence it is not applicable.

XIV M&A (including consolidation, acquisition, and severance):

No M&A has occurred and hence it is not applicable.

XV Implementation of Capital Utilization Plan:

The Company does not raise funds and hence it is not applicable.

98

FIVE. Operational Overview

I. Scope of Operation:

  • (I) Scope of Operation:

  • Main scope of operation:

    1. CC01080 Electronic Components Manufacturing.

    2. CC01110 Computer and Peripheral Equipment Manufacturing.

    3. CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing.

    4. CA04010 Surface Treatments.

    5. F119010 Wholesale of Electronic Materials.

    6. F219010 Retail Sale of Electronic Materials.

    7. F401010 International Trade.

    8. I501010 Product Designing.

    9. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

2. Operational weight: (Consolidated)

Unit: NTD thousand

Principal business 2021 2021 2022 2022
Revenue Operational
weight
Revenue Operational
weight
Two-layer printed
circuit board
60,658
0.23%

63,936

0.20%
Multi-layer printed
circuit board
26,546,816
99.77%

32,721,128

99.80%
Total 26,607,474
100.00%

32,785,064

100.00%
  1. Current products and new products planned to be developed:

Current products of the Company are two-layer printed circuit boards and multi-layer printed circuit boards. The Company’s products are mainly communication and computer-related, such as servers, Internet boards, notebook computer boards, base stations, mobile phones, and tablets, etc. We have been growing towards cloud products over the past few years, including cloud servers, storage equipment boards, connected Internet equipment boards, and consumer products, such as notebook computer boards and automobile boards, among other high value-added ones.

(II). Industrial Overview:

1. Current Status and Development of the Industry

In 2022, despite the persistent impact of the pandemic around the world, with the pandemic easing down and countries following one another lifting their restrictions, driven by the substrates, the PCB industry chain production value

99

contributed by Taiwanese businesses for the first half of 2022 came to NT$683.5 billion, a record high and also a year-on-year growth of 11.3%.

In the second half of 2022, because of continuous interest rate raises by the Fed and the significantly reduced demand for terminal electronics, domestic and foreign heavyweights suffered the pressure to bring down their inventory levels. As a result, profits from the first half of 2022 in the PCB sector were written off somewhat.

To sum up, the global production value in the PCB sector throughout 2022 remained up to US$88.2 billion and an annual growth of 3.2% was secured. Compared to the annual growth of 22.5% in 2021, however, it had slowed down obviously.

For 2023, given the geopolitics, the pressure to bring down inventory levels, and the impacts from weak demand for terminal electronics, the PCB sector is met with quite some challenges in the first half of 2023. As such, economic growths and terminal consumer demand in the second half of the year are decisive to whether the PCB sector is able to rid the sluggish economy in 2023 or not.

2. Correlation among Upstream, Mid-stream, and Downstream of the Industry

The Company mainly manufactures and sells two-layer and multi-layer printed circuit boards. Our upstream primary raw materials include substrates, film, aluminum foil, dry film, oil film, and etching solution, and other chemicals, covering petrochemical, metal, and electronic parts sectors. The downstream customers, on the other hand, include the IT sector, the telecommunications sector, consumer electronics, and industrial and medical instruments, among other fields. Printed circuit boards mainly play the role of loading electronic parts and relay transmission. General IT, telecommunications, and consumer products relay on PCBs to support electronic elements and for wiring purpose. PCBs are indispensable primary fundamental parts of all electronic products.

100

The upstream, midstream, and downstream of the sector that the Company belongs to are illustrated below:

==> picture [461 x 252] intentionally omitted <==

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

Upstream Mid-stream Downstream
Aluminum foil Glass fiber cloth Single IT product
Glass fiber
Paper substrate Communications
product
Substrate
Composite substrate HDI
Resin Special substrate Industrial and
medical instrument
Multi-
Dry film/oil
Military and
film/etching solution aerospace sector
----- End of picture text -----

3. Various Development Trends of Products

In the second half of 2022, the global economy was impacted by high inflation, geopolitics, and weak demand for terminal electronics. The Fed raised the interest rate consecutively and introduced multiple hawkish policies. Global economic growths turned slow. The economic outlook turned from heated redyellow light to cautious and conservative blue light in technology sector exportoriented Taiwan; the PCB sector was impacted to a certain extent.

As far as terminal consumer electronics are concerned, PCBs are the most widely applied in smart phones and notebook computers. As the pandemic eased in 2022 and the demand for working from home and stay-at-home economy in addition to the pressure to bring down the inventory levels in the second half of 2022, terminal sales as a whole appeared to be in recession.

Unlike terminal consumer electronics, related applications of PCBs in servers and netcom benefit from the expansion of data centers by cloud service providers in North America and are driven by the continuous introduction of servers and smart center in addition to the gradual popularization of AI servers in the future; as a result, shipments of servers around the world continue to grow steadily. Despite the blue light for 2023 and the impacted global economy, the demand for cloud servers is still work expectations; at least a single-digit growth is hopeful next year.

101

4. Competition in the Sector

Thanks to the emerging market, PCB plants with capital from Mainland China are growing better than their counterparts in Japan, Korea, and Taiwan in both production value and production capacity. The anti-pandemic policy in 2022 plus the reduced market demand in China, however, resulted in the market share appearing to be stable over the short term. As far as Japanese, Korean, and Taiwanese PCB plants are concerned, impacted by geopolitics, high inflation, and sluggish market demand, market shares do not change significantly.

  • (III). Technical and Research and Development Overview:

  • Research and development expenses and technologies or products successfully developed over the past year

Technical and Research and Development Overview:
1. Research and development expenses and technologies or products successfully
developed over the past year
Technical and Research and Development Overview:
1. Research and development expenses and technologies or products successfully
developed over the past year
Technical and Research and Development Overview:
1. Research and development expenses and technologies or products successfully
developed over the past year
Technical and Research and Development Overview:
1. Research and development expenses and technologies or products successfully
developed over the past year
Technical and Research and Development Overview:
1. Research and development expenses and technologies or products successfully
developed over the past year
R&D expenditure spent over the past year Unit: NTD thousand
Year
Item

2020
2021 2022 2023
March 31
R&D expense
(consolidated)
533,478
623,220

718,228

180,861
Operating income
(consolidated)
23,398,323 26,607,474
32,785,064

6,331,580
Ratio of R&D expense to
operatingincome
2.28%
2.34%

2.19%

2.86%
  1. Technologies or products successfully developed
1 High aspect ratio local electroplatingtechnologydevelopment
2 Back drill automatic detection depth control technologydevelopment
3 Development of machine drill blind-via-hole technologies
4 Development of two-sided stepboard technologies
5 Copper-embedded spliced boardproducts are customer-certified.
  1. Future research and development are headed in the following direction:
1 Cross slotted hole vertical conduction technology
development
20,000
2 High-order HDI deep blind hole technology and
equipment development
120,000
3 High-densitywafer test board technologydevelopment 35,000
4 Minimal mechanical drill diameter 0.15 mm high aspect
ratio 30 technologydevelopment
20,000
5 Next generation server material application and
technologydevelopment
25,000
6 Multiple net via technologydevelopment 10,000
7 Metal conductive highly heterogeneous combination
thermocompression bondingtechnologydevelopment
35,000

102

8 800G Netcom board technology development and
electrical research
15,000
9 Second generation compression pre-processing solution
applied into high frequencycircuit board
30,000
10 Low-track satellite and surface receiver Air Gap
technologydevelopment
10,000
11 Low-track satellite antenna board development 25,000
Total Amount 345,000

(IV) Long-term and Short-term Business Development Plans:

  • 1 Short-term business development plan:

  • A. Continue to enhance higher-layer, thick copper, and HDI production technology

The development of high-level and high value-added products is headed towards light weight, thinness, short and small size, and high reliability in electronic systems. PCBs’ technology is improved, with higher-density wiring, thin and fine circuits, small holes, and highly reliable thick copper. As is needed for cloud technology, the demand for high-layer server and Netcom PCBs will certainly climb.

Having devoted professional R&D manpower over the long term and constantly improved the production technology, the Company is now capable of mass production applying highly difficult processes such as micro-hole, fine-line, and 52-layer and thick copper ones.

  • B. Improved lead time

Lead time is equally important as quality for customers. Customers’ production lines cannot be down as it is associated with tangible and intangible losses for customers. Our customers are mostly international well known heavyweights. With more customers, however, it is not always possible to serve existing customers to their satisfaction and it may hence be impossible to secure purchase orders from existing customers. Therefore, we must carefully select customers and give them best service by improving the production schedule in order to increase on-time delivery of customer orders.

  • C. Improved process yield rate to bring down production cost

Increasing the production efficiency, reducing the manufacturing time, and improved process yield rate help bring down the rejection rate and the production cost and expedite deliveries to meet the needs of customers.

  • D. Bring down operating expenses

Continue to explore new suppliers and new materials in order to bring down the cost of raw materials. Research, development, and produce higher value-added products in Taiwan and lower-end products in Mainland China where the production cost is lower.

103

  • E. Streamline manpower to increase productivity

The Zhongli Plant will be devoted mainly to the production of high value-added products in the future, with an emphasis over quality instead of quantity. The manpower will not be increased yet the production value each person contributes will be further enhanced. The product structure of the plant in Mainland China, on the other hand, will be optimized; it will become a smart plant that requires less manpower and is more automated and more environmental.

  1. Long-term business development plan

  2. A. Continue to work towards higher-end boards, such as:

  3. IT board - Workstations servers that require 20-52-layer boards.

  4. Internet - Networking, router, 400/800 G Netcom boards, high-end storage equipment.

  5. 20-51 Layer-Backplane industrial computers

  6. Communication board - Build-up boards, 5G base station boards

  7. Wafer test board - Wafer production instrument test boards, semi-conductor equipment boards, IC test boards

  8. B. Seek to expand the number of purchase orders for high value-added cloud server boards, Netcom, base station boards.

  9. C. Shorten lead time to improve customer satisfaction

II. Market and Production/Distribution Overview:

  • (I) Market Analysis:

  • Where products, services are primarily sold or provided:

Unit: NTD thousand

Item Domestic America Asia Mainland
China
Other
regions
Total
2022 9,141,995 2,461,592 10,117,567
10,207,187

856,723

32,785,064
2021 5,804,198 3,004,874 8,065,096
9,312,237

421,069

26,607,474

2. Market share

Respective PCB plants in TWSE-TPEx-listed company (Consolidated) sales Unit: NTD 100 million

Manufacturer 2020 Market
share
2021 Market
share
2022 Market
share
Compeq 605 9.1% 630 8.0% 764 9.0%
Nan Ya 385 5.8% 522 6.7% 646 7.6%
Gold Circuit 234 3.5% 266 3.4% 328 3.9%
WUS 48 0.7% 53 0.7% 51 0.6%
Unimicron 879 13.2% 1046 13.4% 1404 16.6%
HSB 457 6.8% 570 7.3% 476 5.6%

104

UNITECH 144 2.2% 135 1.7% 174 2.1%
Tripod 555 8.3% 630 8.0% 657 7.8%
Chin Poon 153 2.3% 162 2.1% 175 2.1%
TAIWAN
PCB
TECHVEST
228 3.4% 275 3.5% 219 2.6%
KINSUS 271 4.1% 357 4.6% 424 5.0%
Others 2587 52.2% 3026 38.6% 3146 37.2%
Total 6672 100.0% 7830 100.0% 8464 100.0%

Source: Printed Circuit Board Information; Industrial Economics & Knowledge Center, ITRI; TPCA

3. Future Supply and Demand and Growth on the Market:

The rising production value of the PCB sector in 2021 continued into the first half of 2022. The production value of the industry chain of PCB in Tainan reached NT$683.5 billion and hit a record high. The global economy started to take a downturn in the second half of 2022, however. The economy was impacted by the interest rate raise by the Fed. In addition, the demand for terminal electronics dropped significantly. As a result, the PCB sector growths slowed down. Some businesses even saw declines in sales in the second half of the year. Despite the sluggish economy in the second half, the TPCA estimated that the production value of the PCB sector around the world was up to US$88.2 billion throughout 2022, with an annual growth of 3.2%. It was, however, significantly lower than the 22.5% in 2021, which also indirectly pre-warned that one needs to be cautious while evaluating the growth rate in the PCB sector for 2023.

In the second half of 2022, the PCB sector was impacted by geopolitics, the pressure to bring down the inventory level, and the weak demand for terminal electronics. It is estimated that recession will occur in 2023 for smart phones and notebook computers, among other terminal products. Servers and automobile electronics, however, are expected to steadily grow. As a whole, whether positive growth will remain for the global PCB sector in 2023 or not depends on the extent by which global inflation eases and the strength by which the demand on the market for terminal products returns.

4. Competitive Niche

(1) Optimal production technology and R&D capability

The terminal demand for smart phones and notebook computers declined in the second half of 2022, leading to the significantly reduced demand for PCB carriers, and growths in the PCB sector slowed down. In terms of high-

105

end netcom and servers, due to the increased shipments of the Whitley platform and 400G switches, they became the cornerstone for the PCB sector for which the outlook is yet to be promising.

The Company, reflective of market trends, is proactively transforming its products and seeking innovations and changes. Netcom and server carriers account for at least 70% of all products. With the support from the two major new server platform products, AMD Genoa and Intel Eagle Stream upgrades become a battleground for server board manufacturers. The Company, with technical advantages in 400 and 800G netcom boards and high-end cloud server boards and mass production capability with its high-frequency and high-speed electrical measurement technologies, managed to secure purchase orders for these two major servers. The certified Eagle Stream server platform materials, in particular, are powerful facilitators for the update of the server platform and spearhead the upgrades of high-end network equipment and the cloud data center. It is also expected that the shipments of the Company will continue to grow in 2023.

  • (2) Robust sales capabilities and maintenance of optimal long-term collaborative partnerships

We are the largest server PCB manufacturer in Taiwan and international server businesses around the world are our primary customers. Exports have been accounting for 80% and above over the past few years and sales have been meant for well-known heavyweights and assembly service providers. Our customers come from all sectors, IT, communication, and Internet and are located in respective continents. We have also formed optimal relationships with them after having working with them for a long time.

  • (3) Division of Labor in Production, with Flexible Adjustment Between Production and Management in All Areas

As electronic manufacturers move westbound and southbound to set up their facilities, after the Zhongli Plant, we built the Suzhou Plant in Mainland China in 2000. Mass production began for the Changshu Plant and for Changshu Second Plant in 2011 after the HDI throughput was expanded. Now, the overall monthly throughput in Mainland China can reach NTD 3 million square feet, accounting for at least 60% of the Group’s overall monthly throughput of 4 million square feet, which not only brings down the cost effectively but also enables adjustment of the shipping site reflective of the customers’ operational model in order to keep track of the stability of purchase orders. It is expected that plants will also be set up in Thailand to share current throughput and to satisfy customers’ demand for a diversified

106

supply chain.

  1. Advantageous and Disadvantageous Factors for Future Developments and Countermeasures

  2. (1). Advantageous factors:

  3. A. The upstream, midstream, and downstream of the domestic sector are integrated thoroughly and make it highly competitive.

  4. B. Server and Netcom boards are targeted on the market for new products; they can grow significantly at any time with the development of the cloud technology.

  5. C. Customers are mostly world-famous heavyweights in the information and communication electronic sector, which helps the Company obtain the latest R&D information and keep track of the developmental direction in the future.

  6. (2). Disadvantageous Factors and Countermeasures:

  7. A. Highly polluting sector, subject to high environmental protection criteria and associated with high prevention and control costs.

    • Countermeasures:

    • a. Minimize impacts of GHG effects; recycle heat discharged by boilers; reduce carbon emissions by at least 120 tons a month.

    • b. Minimize impacts of waste water on the environment; reduce the concentration of copper ions in the effluent to below 1.5 mg/l.

    • c. Reuse and recycle waste: Reduce film slags by 50%.

  8. B. Huge investment in capital expenditure, high depreciation, slow recovery of rewards.

Countermeasures:

  • a. Prevent against excessive capital expenditure and support temporary shortage in production by outsourcing.

  • b. Sell idle equipment to minimize fixed depreciation stress.

  • C. Expansion of throughput of PCB plants in Mainland China and Southeast China led to a price cut war in the sector.

  • Countermeasures:

  • a. Strengthen purchase order lead time to satisfy customers’ needs.

  • b. Strengthen target management to reduce scraps.

  • c. Enhance technology to secure sales of higher value-added boards.

  • D. Rising labor cost and manpower shortage along the coast in Mainland China. Countermeasures:

  • a. Increase the ratio of automated production in order to reduce dependency on manpower.

  • b. Stabilize quality and improve the management efficiency.

107

  • E. Slowdown in the growths of terminal products

Countermeasures:

  - a. Develop new fields of application.

  - b. Enter niche market
  • (II) purposes and production processes of main products:

  • Purposes of main products

Mainproduct Mainpurpose
Printed circuit board Personal computers, fax machines, industrial automated
equipment, digital control equipment, communication
equipment, smart phones, servers, industrial computers,
semi-conductor test equipment

108

2. Production/Preparation processes

Multi-layer printed circuit board

Issuance of materials Stripping, etching
Tin and lead stripping
Inner layer pre-treatment AOI check
Semi-finished product testing
Inner layer exposure
Pre-treatment for solder-mask printing
Inner contrast etching
AOI check Solder-mask printing
Inner layer browning
Prebaking
Assembly
Solder-mask exposure
Compression
Post-solder-mask drying/baking
Drilling
Text printing
PTH + panel plating

Back drilling
Gold-plating
finger
Electroless nickel immersion gold +
organic solderability preservative (OSP)
Vacuum plug hole
Forming
PTH + panel plating
Final rinsing
Outer layer pre-treatment
Final product testing
Outer layer exposure Final product
testing
Outer layer development Packaging
pattern plating/tin-lead Shipment

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(III). Supply of Main Raw Materials:

We are a professional PCB producer/manufacturer. A PCB primarily consists of a substrate, a film, a copper foil, a dry film, and various electroplating chemicals. They are purchased from various suppliers within the nation; the supply has been optimal and steady over the long term. The primary raw materials, substrates and films, for example, are supplied by well-known and reputed large suppliers in the nation that have maintained optimal and long-term steady supply and demand relations with us. Their prices also adequately reflect the market situation for the IT electronics sector. In addition, all of them are located in adjacent counties and cities in northern parts of Taiwan. Given their adjacent locations, time efficiency is precisely controlled for their supplies to save the warehousing cost.

The raw materials market continued to be impacted by the pandemic in 2022. As the pandemic eases, however, the impacts on the prices of raw materials and regular materials began to weaken. Relatively speaking, the international monetary policy is one of the factors affecting prices of raw materials. In response to inflation, the Fed introduced multiple interest rate raise and hawkish economic policies, leading to the uncertainty associated with foreign exchange. As the economy started to slow down and the demand for terminal electronics dropped in the second half of 2022, raw material suppliers in the upstream started to adjust their prices and it impacted the considerations about costs among mid-stream and downstream PCB manufacturers. For 2023, it is estimated that the weak market demand and the attitude of the US government about inflation and interest rate raise will remain as main factors affecting prices of raw materials. Therefore, the reactions on the market for the second half of 2023 will be one of the factors affecting whether or not prices of raw materials will stabilize.

110

(IV). Main purchases and sales customers over the past two years:

A. List of main suppliers over the past two years (accounting for 10% or more of net purchases)

Unit: NTD thousand

Unit: NTD thousand Unit: NTD thousand Unit: NTD thousand Unit: NTD thousand
2021 2022 As of the end of the first quarter of 2023
(Consolidated)
Item Title Amount % in
purchases
Relationship
with the issuer
Title Amount % in
purchases
Relationship
with the issuer
Title Amount % in
purchases
Relationship with
the issuer
1 A 1,450,971 9.25% None A 1,836,870 10.46% None A 312,277 9.52% None.
Others 14,237,690 90.75% None Others 15,725,910 89.54% None Others 2,968,440 90.48% None
Net
purchases
15,688,661 100.00% Net
purchases
17,562,780 100.00% Net
purchases
3,280,717 100.00%

1: List the names of suppliers accounting for at least 10% of the total purchases over the past two years and the value and ratio of their purchases. When the names of suppliers or counterparts may not be disclosed as agreed in contracts are individuals and non-related parties, however, they may be replaced by a code.

B. List of main customers over the past two years (accounting for 10% or more of net sales)

Unit: NTD thousand

Unit: NTD thousand Unit: NTD thousand Unit: NTD thousand
2021 2022 As of the end of the first quarter of 2023
(Consolidated)
Item Title Amount % in sales Relationship with
the issuer
Title Amount % in sales Relationship with
the issuer
Title Amount % in sales Relationship with
the issuer
1 A 4,799,008 18.04% None B 7,695,509 23.47% None. A 1,146,178 18.18% None.
2 B 4,727,105 17.77% None. A 4,428,650 13.51% None. C 965,614 15.31% None.
3 C 3,054,650 11.48% None. C 4,354,182 13.28% None. B 881,366 13.98% None.
Others 14,026,711 52.71% None Other
s
16,306,723 49.74% None Others 3,312,759 52.53% None
Net
sales
26,607,474 100.00% Net
sales
32,785,064 100.00% Net
sales
6,305,917 100.00%

Note 1: List the names of customers accounting for at least 10% of the total sales over the past two years and the value and ratio of their sales. When the names of customers or counterparts may not be disclosed as agreed in contracts are individuals and non-related parties, however, they may be replaced with a code.

111

(V). Production volumes/values over the past two years

V). Production volumes/values over the past two years V). Production volumes/values over the past two years V). Production volumes/values over the past two years V). Production volumes/values over the past two years V). Production volumes/values over the past two years
(Unit: NTD thousand)
Year
2021(Consolidated)
2022(Consolidated)
Product
Quantity (SQFT)
Amount
Quantity (SQFT)
Amount
Printed circuit
board
24,153,985
21,995,692
21,499,835
25,468,406
Year 2021(Consolidated) 2022(Consolidated)
Product Quantity (SQFT) Amount Quantity (SQFT) Amount
Printed circuit
board
24,153,985 21,995,692
21,499,835

25,468,406
  • (VI). Sales/values over the past two years
VI). Sales/values over the past two years VI). Sales/values over the past two years VI). Sales/values over the past two years VI). Sales/values over the past two years VI). Sales/values over the past two years
(Unit: NTD thousand)
Year
2021(Consolidated)
2022(Consolidated)
Product
Quantity (SQFT)
Amount
Quantity (SQFT)
Amount
Printed circuit
board
24,069,389
26,607,474
22,127,064
32,785,064
Year 2021(Consolidated) 2022(Consolidated)
Product Quantity (SQFT) Amount Quantity (SQFT) Amount
Printed circuit
board
24,069,389
26,607,474

22,127,064

32,785,064

III. Information of employees over the past two years up to date the Annual Report was printed:

d:
Year 2021 2022 2023.3.31
Number of
employees
(Consolidated)



Indirect
employees
1,538 1,606 1,626
Direct labor 5,866 5,530 5,199
Total 7,404 7,136 6,825
Mean age 30.7 33.1 32.7
Meanyears in service 4.6 5.1 4.8
Education
distribution






Post-graduate
school
1 1 1
Graduate school 94 86 87
University/College
1,960
1,973 2,020
Senior high school
2,271
3,535 3,776
Below senior high
school
3,078 1,541 941

IV. Information on Environmental Protection Expenditure:

(I). Losses suffered over the past year up to the Annual Report as a result of

environmental pollution and countermeasures:

Year
2022
As of 3/31/2023
Description Countermeasure Amount
involved in
punishment
None.
None.
None None.

None
None.

112

(II). Expected capital expenditure on environmental protection for the coming two

years years years
Year Anti-pollution equipment to
bepurchased
Expected improvement Amount
2024 Cost of care of waste water
equipment
Keep equipment functional as usual
in compliance with environmental
protection requirements and
environmentalpolicies
About
54,540
thousand
Cost of replacement and care
of waste water activated
carbon
Keep equipment functional as usual
in compliance with environmental
protection requirements and
environmentalpolicies
Cost of care of waste gas
scrubbers
Keep equipment functional as usual
with reduced pollution done to the
atmosphere in compliance with
environmentalpolicies
Cost of care of dust collecting
equipment
Keep equipment functional as usual
with reduced pollution done to the
atmosphere in compliance with
environmentalpolicies
Cost of care of cooling tower
water-saving sand filters
Save water consumption in
compliance with the government’s
waste reductionpolicy
Cost of service of waste water
TOC/CU online monitoring
instruments

Monitor quality of waste water to
facilitate operation and
management in compliance with
environmentalpolicies
Increased cost of waste water
treatment agents
Monitor quality of waste water to
facilitate operation and
management in compliance with
environmentalpolicies
Increased expenditure on
purchase of green electricity
Answer to the green energy ESG
energy-saving environmental
protection policy to reduce
atmospheric pollution and comply
with the environmentalpolicy
2023
Cost of care of waste water
equipment
Keep equipment functional as usual
in compliance with environmental
protection requirements and
environmentalpolicies
About
NT$ 38,230
thousand

113

Cost of replacement and care
of waste water activated
carbon
Keep equipment functional as usual
in compliance with environmental
protection requirements and
environmentalpolicies
Cost of care of waste gas
scrubbers
Keep equipment functional as usual
with reduced pollution done to the
atmosphere in compliance with
environmentalpolicies
Cost of care of dust collecting
equipment
Keep equipment functional as usual
with reduced pollution done to the
atmosphere in compliance with
environmentalpolicies
Cost of care of cooling tower
water-saving sand filters
Save water consumption in
compliance with the government’s
waste reductionpolicy
Cost of service of waste water
TOC/CU online monitoring
instruments

Monitor quality of waste water to
facilitate operation and
management in compliance with
environmentalpolicies
Increased cost of waste water
treatment agents
Monitor quality of waste water to
facilitate operation and
management in compliance with
environmentalpolicies
Increased expenditure on
purchase of green electricity
Answer to the green energy ESG
energy-saving environmental
protection policy to reduce
atmospheric pollution and comply
with the environmentalpolicy

114

V. Labor-Management Relations:

(I). Various employee benefits, continuing education, training, retirement system available at the Company and their implementation and the agreement between the employer and employees:

1. Employee benefits:

Gold Circuit hopes to create profits together with the whole employees. We value sharing profits with colleagues. With operational goals fulfilled, colleagues get to share the fruits of success accomplished by the Company. A certain ratio of the profits will be set aside to be the production prize and yearend bonus as an incentive for colleagues to keep working hard. There are other measures such as a salary raise among the employees and the production bonus system as well as subsidies for weddings, funerals, and celebrations.

Scholarships are available for the employees and their children.

Employee travels are subsidized to help them relax physically and mentally while not working.

Various types of events and clubs available throughout the plant are subsidized.

The Employee Welfare Committee has grants for occasions such as weddings, funerals, hospitalization, and child birth. Gift monies are given out to employees for their birthday, for the three major festivals, and for the Labor Day to celebrate with them and to show appreciation of their hard work. Efforts are continued to approach prospective contractors and welfare agencies and hold exhibitions and sales events internally so that colleagues are entitled to more discounts and preferred deals.

We value employee educational trainings and provide pre-service and inservice trainings as well as career development planning and diversified learning opportunities. Multiple in-service trainings on labor safety, environmental protection, and quality control, among others, are held on a yearly basis and the E-learning platform is introduced to boost the flexibility and efficiency in time devoted to learning. We encourage spontaneous enrichment of employees by providing external occupational skills training courses that will hopefully enhance their professionalism and core competency.

2. Work environment and personal safety

The Company cares about welfare planning for its people and has been devoted to creating an environment where the physical and mental fitness of employees is cared for, their personal needs are fulfilled, and they can work worry-free.

Besides social security that is taken care of as required by the Labor Standards Act and other applicable laws and regulations, we organize Group Insurance and periodic health checkups for employees. Employees subject to Class 2 health management are all included in the personal health guidance project in order to provide them with an even more normalized and

115

comprehensive health safety management system.

For the health and safety of employees, Gold Circuit provides a bright and clean work environment. The Company inspects the work environment once every six months as required by law, including the measurements of temperature/humidity, illumination, noise, and poisonous and harmful items, etc. All meet national standards and are within the allowed concentration range. In addition, reflections and improvements are made reflective of the findings indicated in the report and historical records. Besides necessary educational trainings and protective equipment provided to employees, work safety and health staff tours around the field from time to time to check various fire prevention equipment and measures and educates employees on their awareness about the various hazardous operations and preventive measures so that they are no longer exposed to dangerous working environments and operating sites. Gold Circuit gives employees health exams and special health checkups each year and provides employees with correct health knowledge based on advice of medical specialists and also provides information on what the Company does to promote a healthy workplace.

In light of the implementation of applicable laws and regulations on maternity protection, the Company has added multiple nursery rooms so that employees have safe places for them to pump breast milk and preserve it while on the premises. Meanwhile, to protect the mother and the fetus, it is strictly prohibited for pregnant and breastfeeding women to engage themselves in dangerous or harmful tasks or work night shifts. During maternity health protection, the factory health nurse provides spontaneous care and health education information required for breastfeeding and for the mother. Besides friendly maternity protective equipment and space, Gold Circuit has physicians based on site to confirm the various operating and work environments for pregnant and post-pregnancy colleagues and employees, unit heads, physicians, nurses, and industrial safety staff work together on evaluating maternity protection to ensure that female colleagues are entitled to optimal care.

In addition, the on-site service provided by general practitioners and occupational doctors 6 times a month gives employees access to professional advice on how to care for themselves. The Company also seeks to improve and evaluate the site according to the doctor’s advice. The Medical Room provides employees with information on healthcare from time to time, too, so that they can absorb and receive correct and valid information on health and safety.

The new system of “one fixed day off and one flexible rest day per week” began on December 23, 2016 in Taiwan. Gold Circuit started to adjust its shifts in as early as two years ago by adding manpower to get ready for the revisions made to labor laws and regulations, that is, 40 working hours per week. The system adopted is superior to regulatory requirements; it is “working four days followed by two days off” to allow employees to have more time on leave that they can spent with their families or use to enjoy themselves.

116

3. Retirement system:

Requirements of the Labor Standards Act and the Labor Pension Act are followed; 2% of the total monthly salary is set aside to be the pension reserve for employees that apply the old system. For those applicable under the new system, on the other hand, 6% of their monthly insured salary is allocated to their personal pension account.

4. Important labor-management agreements:

The Company has been managing labor-management relations on the belief of co-existence and co-prosperity, looking at the employer and employees as one. As such, opinions of employees are highly valued. Employees can reflect issues encountered in life and at work at any time through official and non-official communication channels available at the Company. The Company and the employees get to know each other better and be more understanding towards each other taking advantage of such bilateral communication opportunities, build a consensus, and render optimal results together.

  • (1) Departmental meeting: Such meetings are focused on communications over issues encountered at work by employees, the configuration of manpower, discovery of underlying causes, communication of policies, and evaluation of their implementation so that employees are fully aware of operational techniques, safety and health, and quality management and consistent decisions and coherence may be achieved among intra-departmental, inter-departmental, and external meetings.

  • (2) Employee Welfare Committee meeting: Members of the Committee are elected among employees who possess more knowledge and experience and are more capable of communication. During a meeting, members representing the labor and the management can discuss welfare measures extensively and in depths and also issues encountered by employees at work and in life insightfully and listen to each other’s opinions. Through this coordination and communication model, both the employer and the employees get to strengthen the trust and understanding they have towards each other. The meetings are an importance source of reference in management and administration.

  • (3) Labor-management meeting: This bridge of communication between the labor and the management helps coordinate labor-management relations, boost labormanagement cooperation, and enhance efficiency at work. Based on the labor dynamics, production plans, and business overview that are presented, labor conditions, labor welfare planning, and revisions that shall be made to the work rules, the work environment, and production conditions, among others, are discussed.

  • Losses suffered by the Company as a result of labor-management disputes over

117

the past two years up to the date when the Annual Report was printed; disclose also the estimated amounts and countermeasures now and those that occur in the future: None.

VI. Information and Communication Security Management:

  • (I) Information Security Risk Management Structure

  • Information Security Management System Structure

The Company adopts the “Plan-Do-Check-Act (PDCA)” operational model for its information security management system. Information is provided as follows:

(1). Plan and establish (Plan)

Based on the Company’s overall strategy and goals, control potential threats and loopholes and plan the risk assessment and safety control mechanism by establishing the information security management organization in order to define the information security management system.

  • (2). Implement and operate (Do)

Based on assessment plans and results, establish or modify the expected information security control mechanism.

  • (3). Supervise and inspect (Check)

Supervise the consolidation and implementation of various operations within the information security management system and inspect their validity in order to ensure consolidation of information security management.

  • (4). Maintain and improve (Act)

Enforce corrective actions and preventive measures on the basis of results and suggestions from supervisory inspections and improve and implement the desired control mechanism in order to keep and maintain operations within the information security management system.

  1. Information Security Goals:

The information security management system goals are defined reflective of the information security policy. Respective goals are tallied and reported on a yearly basis to confirm fulfillment of goals. They are described as follows:

  • ⚫ Ensure that the Company’s and customers’ data are protected and retained in

order to prevent against illegitimate manned intentions or illegal circumstances.

  • ⚫ Fulfill regulatory requirements, orders of the competent authority, and honor contracts entered into with customers or professional responsibilities, among others.

  • ⚫ Ensure the accuracy and integrity of information provided.

118

  • ⚫ Respond and address adequately in the event that information security

    • incidents occur to result in damaged rights of stakeholders.
  • ⚫ Ensure the continuity and timeliness of services provided.

  • Risk Management

Refer to the ISO31000 and ISO27005 approaches while performing total organizational analysis and evaluating risks associated with important information assets in order to plan countermeasures. Confirm, through the management review performed by the “Information Security Committee”, the validity of risk management and examine whether risk protective measures can effectively reduce related risks and help achieve expected goals or not.

  1. Information Security Committee

==> picture [427 x 212] intentionally omitted <==

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

Chief
Information
Security
Officer
Information
Security
Representative
Information Risk Report Internal
Maintenance and Management Response Audit
Operation Division Division Division Division
----- End of picture text -----

  • (II). Information Security Policy

  • To ensure the security of information and data, systems, equipment, and networkbased communications, to effectively reduce theft, improper use, leakage, alteration, or destruction of information-related assets as a result of human negligence, intentional or natural disasters, and to create an Information Security Management System, the Information Security Policy is particularly defined.

  • Ensure the confidentiality, integrity, usability, and legitimacy of all information and assets collected, processed, and utilized.

  • Maintain the validity of the information security management system and enhance the quality of internal and external information service so that information-based operations of core business get to continue without stop.

119

(III). Substantial Management Solutions

  • ⚫ Trend analysis of important host warning systems and abnormal activities

CyberSecurity

  • ⚫ Enhanced network firewall and network control to prevent computer viruses from spreading to other units or other premises

  • ⚫ Strengthened identity authentication for improved information security strength

  • ⚫ Annual information security risk exposure survey and analysis for constantly enhanced attack surface management.

Device Security Application Security

  • Terminal anti-virus measures created for the specific type of computer to improve detection of malware activities

  • Virus scanning upon entry of units to site to prevent against entrance of units containing malware to the Company

  • Developmental program version control and web source code quality analysis

  • Periodic monthly vulnerability scanning and annual outsourced penetration testing

  • Continuously reinforced app security control mechanism and integrated developmental flows and platforms

  • Enforce the business secrets management system to consolidate protection of business secrets and confidential data

Information Security Protection

  • Document classification and data encryption control and effective tracking

  • Control over sending of mails, mail audit mechanism, mail backup, mail advanced protection

  • Reinforced remote backup mechanism

  • Enhanced awareness among employees of mail-mediated social engineering attacks and defensive detection of phishing mails

EducationalPeriodic courses on the awareness and communication of business Training and secrets and information security, at least 2 hours a year. CommunicationInformation security risk alert notice and information security communication mail sent from time to time

  • Periodic courses on the awareness and communication of business secrets and information security, at least 2 hours a year.

120

  1. Resources devoted to the management of information security
  • ISO/IEC 27001: 2013 for information security certification [December 2022]

  • Certification

     - ISMS Information Security Management Guidelines x 25 copies (1 copy added and 13 copies revised in 2022)
    
    • Form the Information Security Committee and appoint the Information Security Officer (September 2022)

    • • Business Secrets Management Guidelines x 10 copies (which are

    • Policy expected to be changed to be Intellectual Property Rights Management Guidelines in 2023)

      • Periodic courses on the awareness and communication of business secrets and information security (twice in 2022)

      • Rehearsals among employees against mail-mediated social engineering attacks [twice in 2022]

  • Information security risk alert notice and information security communication mail [10 times in 2022]

  • • Rehearsals on emergency response to business secret infringement

  • Training and events [once in 2022]

  • Communication • Rehearsals on how to recover from information security disasters [20 times in 2022]

     - ISMS Advanced Program for IT Staff [Five times in 2022]
    
    1. Losses Associated with Information Security Incidents: None

121

VII. Important Contracts:

Nature of
contract
Parties to the
contract
Start/End Dates Main contents Restrictions
Engineering
Contract
TAIRONE Energy
Saving Technology
Co., Ltd.
09/08/2022~09/07/2025 Tairone - Gold Circuit
Electronics Plant 2
performance
assuranceproject
Engineering
Contract
Transaction
Contract
Jiangsu
YSPHOTECH
06/07/2022~06/30/2024 Inner-layer LDI
connection
None
Transaction
Contract
WINTAKE
INTERNATIONAL
05/10/2022~09/11/2023 VIA Laser CO2+UV
Two-in-One Driller
None

122

SIX. Financial Overview

I. Condensed Balance Sheet and Condensed Comprehensive Income Statement of the Past Five Years

(I) Consolidated Condensed Balance Sheet - International Financial Reporting

Standard

Unit: NTD thousand

Year
Item
Year
Item

Financial Data over the Past Five Years
(IFRS)

Financial Data over the Past Five Years
(IFRS)

Financial Data over the Past Five Years
(IFRS)

Financial Data over the Past Five Years
(IFRS)

Financial Data over the Past Five Years
(IFRS)
First quarter of
2023
(Note 1)
Reviewed by the
CPAs
2018 2019 2020 2021 2022
Current assets 13,554,433 13,774,664
14,726,407
18,162,077 22,726,472
20,937,560
Real estate properties,
plants, and equipment
6,180,508
5,595,078

5,586,368

5,679,186

6,294,437

6,278,506
Intangible assets 29,479 20,431
18,500
26,550 42,539 47,880
Others assets (Note
1)
1,431,128
1,518,211

1,318,221

1,112,472

977,150

1,016,935
Totalassets 21,195,548 20,908,384
21,649,496
24,980,285 30,040,598 28,280,881
Current
liabilities
Before
distribution
11,421,919
10,871,241

9,203,124

10,274,232

11,856,726

13,011,203

After
distribution
-
-

-

-

(Note 2)
--
Long-term liabilities 2,279,445 2,465,000 2,797,588 2,874,108 3,340,000 1,810,000
Other liabilities 441,701
406,173
383,148 429,831
519,854

398,375
Total
liabilities
Before
distribution
14,143,065
13,742,414

12,383,860

13,578,171

15,716,580

15,219,578

After
distribution
-
-

-

-

(Note 2)
-
Equity belonging to the
owner of the parent
company
7,052,483
7,165,970

9,265,636

11,402,114

14,324,018

13,061,303
Capitalstock 5,464,879 5,464,879 5,464,879 5,464,879 4,918,391
4,918,391
Additional paid-in
capital
1,471,233
1,471,233

1,471,233

1,206,574

1,219,167

1,237,197
Retained
earnings
Before
distribution
(16,715)
98,468

2,155,492

4,571,187

8,002,438

6,711,338
After
distribution
-
-

-

-

(Note 2)
-
Otherequities 231,563 229,867 272,509 257,951
276,776
287,131
Treasury stocks (98,477) (98,477) (98,477) (98,477) (92,754) (92,754)
non-controllinginterest -
-

-

-

-

-
Total
equity
Before
distribution
7,052,483
7,165,970

9,265,636

11,402,114

14,324,018

13,061,303
After
distribution
-
-

-

-

(Note 2)
-

Note 1: Other assets in 2018, 2019, 2020, 2021, 2022, and the first quarter of 2023 included investment-oriented real estate

properties worth NT$572,800 thousand, NT$574,400 thousand, NT$577,000 thousand, NT$577,900 thousand, NT$576,200 thousand, and NT$576,200 thousand, respectively.

Note 2: The 2022 earnings distribution proposal was brought forth during the Board of Directors meeting and is yet to be

approved through the shareholders’ meeting.

123

(II) Consolidated Condensed Income Statement - International Financial Reporting Standard

(II) Consolidated Condensed Income Statement - International Financial Reporting
Standard
(II) Consolidated Condensed Income Statement - International Financial Reporting
Standard
(II) Consolidated Condensed Income Statement - International Financial Reporting
Standard
(II) Consolidated Condensed Income Statement - International Financial Reporting
Standard
(II) Consolidated Condensed Income Statement - International Financial Reporting
Standard
(II) Consolidated Condensed Income Statement - International Financial Reporting
Standard
(II) Consolidated Condensed Income Statement - International Financial Reporting
Standard
Unit: NTD thousand
Year
Item

Financial Data over the Past Five Years
(IFRS)
First quarter of
2023 reviewed
by the CPAs
2018 2019 2020 2021 2022
Operatingincome 20,596,419 18,990,719 23,398,323 26,607,474
32,785,064

6,331,580
Gross profit 3,000,150 2,490,615 5,290,580 6,371,040 8,728,088 1,289,191
Operating loss or
profit
773,866
669,405

3,073,918

4,122,521

6,036,712

741,463
Non-operating
income and
expenditure
(453,459)
(399,205)

(376,036)

(74,003)

351,621

(90,025)
Net profit before
tax
320,407
270,200

2,697,882

4,048,518

6,388,333

651,438
Current net profit
of the continuing
operating
department
228,870
129,726

2,066,612

2,926,854

4,567,875

430,336
Losses from
discontinued units
0
0

0

0

0

0
Net profit (loss)
of current term
228,870
129,726

2,066,612

2,926,854

4,567,875

430,336
Other combined
gains or losses for
the current term
(net value after-tax)
7,080
(16,239)

33,054

20,771

84,475

10,355
Total combined
gains or losses for
the current term
235,950
113,487

2,099,666

2,947,625

4,652,350

440,691
Net profit belonging
to the
owner of the parent
company
228,870
129,726

2,066,612

2,926,854

4,567,875

430,336
Net profit
belonging to the
non-controlling
interest
0
0

0

0

0

0
Total combined
gains or losses
belonging to the
owners of the
parent company
235,950
113,487

2,099,666

2,947,625

4,652,350

440,691
Total combined
gains or losses
belonging to non-
controlling interests
0
0

0

0

0

0
Earnings Per Share 0.42
0.24

3.82

5.41

8.86

0.88

124

(III) Consolidated Condensed Balance Sheet - International Financial Reporting Standard

Unit: NTD thousand

Unit: NTD thousand Unit: NTD thousand Unit: NTD thousand Unit: NTD thousand Unit: NTD thousand
Year
Item

Financial Data over the Past Five Years
(IFRS)
2018 2019 2020 2021 2022
Current assets 9,788,901
11,448,008
11,770,633 14,264,162
17,187,233
Investments applying the
equitymethod

354,239

739,258

2,627,936

4,873,407

8,124,156
Real estate properties,
plants, and
equipment
2,538,938
2,379,241

2,476,950

2,460,514

2,776,751
Intangible assets 17,141
11,191

9,238
16,394, 34,922
Others assets (Note1) 1,178,247 1,215,795 1,058,214
859,238
697,160
Totalassets 13,877,466 15,793,493 17,942,971
22,473,715
28,820,222
Current
liabilities
Before
distribution

5,086,894

5,833,376

6,604,017

8,690,030
10,938,080
After
distribution

-

-

-

-
(Note 2)
Long-term liabilities 1,394,853 2,465,000 1,772,308 2,076,924 3,340,000
Other liabilities 343,236 329,147 301,010 304,647 218,124
Total
liabilities
Before
distribution

6,824,983

8,627,523

8,677,335

11,071,601
14,496,204
After
distribution

-

-

-

-
(Note 2)
Equity belonging to the
owner of the parent
company
7,052,483
7,165,970

9,265,636
11,402,114 14,324,018
Capitalstock 5,464,879 5,464,879 5,464,879 5,464,879 4,918,391
Additional paid-in
capital
1,471,233
1,471,233

1,471,233
1,206,574 1,219,167
Retained
earnings
Before
distribution

(16,715)

98,468

2,155,492

4,571,187
8,002,438
After
distribution

-

-

-

-

(Note 2)
Otherequities 231,563 229,867 272,509 257,951 276,776
Treasury stocks (98,477)
(98,477)

(98,477)
(98,477) (92,754)
non-controllinginterest -
-

-

-
Total equity Before
distribution

7,052,483

7,165,970

9,265,636
11,402,114 14,324,018
After
distribution

-

-

-

-

(Note 2)

Note 1: Other assets in 2018, 2019, 2020, 2021, and 2022 included investment-oriented real estate properties worth NT$572,800 thousand, NT$574,400 thousand, NT$577,000 thousand, NT$577,900 thousand, and NT$576,200 thousand, respectively.

Note 2: The 2022 earnings distribution proposal was brought forth during the Board of Directors meeting and is yet to be approved through the shareholders’ meeting.

125

(IV) Standalone Condensed Income Statement - International Financial Reporting Standard

Unit: NTD thousand

Year
Item

Financial Data over the Past Five Years
(IFRS)

Financial Data over the Past Five Years
(IFRS)

Financial Data over the Past Five Years
(IFRS)

Financial Data over the Past Five Years
(IFRS)

Financial Data over the Past Five Years
(IFRS)
2018 2019 2020 2021 2022
Operatingincome 16,904,716 16,317,433 21,865,903 25,550,218 31,558,391
Gross profit 2,131,036 1,249,062
1,953,385
2,304,031
3,134,076
Operating loss or
profit
917,886
285,561

734,762

1,153,732

1,698,400
Non-operating
income and
expenditure
(606,860)
(83,407)

1,624,052

2,246,582

3,526,359
Net profit before
tax
311,026
202,154

2,358,814

3,400,314

5,224,759
Current net profit of
the continuing
operating
department
228,870
129,726

2,066,612

2,926,854

4,567,875
Losses from
discontinued units
- - - -
Net profit (loss) for
the current term
228,870
129,726

2,066,612

2,926,854

4,567,875
Other combined
gains or losses for
the current term (net
value after-tax)
7,080
(16,239)

33,054

20,771

84,475
Total combined
gains or losses for
the current term
235,950
113,487

2,099,666

2,926,854

4,652,350
Net profit attributable
to the owner of the
parent company
- - - -
Net profit
belonging to the
non-controlling
interest
- - - -
Total combined
gains or losses
belonging to the
owners of the parent
company
- - - -
Total combined
gains or losses
belonging to non-
controllinginterests
- - - -
Earnings Per Share 0.42
0.24

3.82

5.41

8.86

(V). Names of CPAs for the past 5 years and their opinions:

Year Attesting CPA audit opinions
2022 Chao-Ling Chen, Chun-Yi Chang Unqualified opinion
2021 Chao-Ling Chen, Jui-Nan Chang Unqualified opinion
2020 Chao-Ling Chen, Jui-Nan Chang Unqualified opinion
2019 Chao-Ling Chen, Jui-Nan Chang Unqualified opinion
2018 Sheng-Hsiung Yao, Jui-Nan Chang Unqualified opinion

126

II. Financial Analysis of the Past Five Years

(1) Consolidated Financial Analysis - International Financial Reporting Standard

Year (Note 1)
Analysis Item
Year (Note 1)
Analysis Item

Financial Data of the Past Five Years (Note 1)
(IFRS adopted in 2013 onwards)

Financial Data of the Past Five Years (Note 1)
(IFRS adopted in 2013 onwards)

Financial Data of the Past Five Years (Note 1)
(IFRS adopted in 2013 onwards)

Financial Data of the Past Five Years (Note 1)
(IFRS adopted in 2013 onwards)

Financial Data of the Past Five Years (Note 1)
(IFRS adopted in 2013 onwards)
First
quarter of
2023
reviewed
by the
CPAs
2018 2019 2020 2021 2022
Financial
structure
Liability-to-asset ratio (%) 66.73
65.73

57.20

54.36

52.32

53.82
Ratio of long-term capital to
fixed assets (%)
150.99
172.13

215.94

251.38

288.89

243.21
Solvency Current ratio (%) 118.54
126.71

160.02

176.77

191.68

160.92
Quick ratio (%) 83.37
97.51

122.03

125.92

139.67

113.26
Interest Protection Multiples
2.11

2.02

17.02

60.60

70.97

21.23
Operating Capacity Receivables turnover
(frequency)
3.41
2.93

3.44

3.35

3.30

0.66
Average collectiondays 107 125 106 109 111
137
Inventory turnover
(frequency)
5.46
5.37

6.22

5.12

4.61

0.90
Payables turnover
(frequency)
4.29
3.93

4.40

4.33

4.31

0.95
Average days of sales 67
68

59

71

79

100
Real estate properties, plant
and equipment turnover
(frequency)
3.23
3.23

4.19

4.72

5.48

1.01
Total assets turnover
(frequency)
0.96
0.90

1.10

1.14

1.19

0.22
Profitability Return on assets (%) 2.16
1.65

10.34

12.79

16.87

1.56
Return on shareholder
equity (%)
3.30
1.82

25.15

28.32

35.51

3.14
Ratio of net profit before tax
to paid-in capital size (%)

5.86

4.94

49.37

74.08

122.74

13.24
Netprofit rate(%) 1.11
0.68

8.83

11.00

13.93

6.80
Earnings per share (NTD) 0.42
0.24

3.82

5.41

8.86

0.88
Cash flow Cash flow ratio (%) 7.26 16.12
32.47
23.26 37.48 12.34
Cash flow adequacy ratio
(%)
141.36
161.20

168.82

118.45

126.82

134.08
Cash re-investment ratio
(%)
3.21
6.82

10.75

5.24

9.60

5.15
Leverage Operating leverage 4.54
11.47

3.56

3.11

1.97

2.62
Financial leverage 1.59
1.65

1.06

1.02

1.02

1.04
Please explain reasons for the changes in respective financial ratios over the past two years. (The analysis may be
waived if the increase/decrease falls short of 20%)
Return on assets and return on shareholder equity: They rose compared to last year due to the significant
increase in the net profit after tax.
Ratio of net profit before tax to paid-in capital size: Due to the significant increase in the net profit before tax
and the capital reduction in cash this year.
Net profit rate and earnings per share: Due to the increase in the revenue and net profit this year compared to
last year.
Cash flow ratio and cash reinvestment ratio: The significant increase in cash flows this year is the result of the
increase
Operating leverage: The operating leverage dropped because of the increase in sales income and net operating
profit thisyear.

127

(2) Standalone Financial Analysis - International Financial Reporting Standard

)Standalone Financial Analysis - )Standalone Financial Analysis - International Financial ReportingStandard International Financial ReportingStandard International Financial ReportingStandard International Financial ReportingStandard International Financial ReportingStandard
Year (Note 1)
Analytical item(Note2)
Financial Data of the Past Five Years (Note 1)
2018 2019 2020 2021 2022
Financial structure
Debt-to-assets ratio 49.18
54.63

48.36

49.26

50.30
Ratio of long-term capital to
fixed assets
332.71
404.79

445.63

547.81

644.00
Solvency % Current ratio 192.44
196.25

178.23

164.14

157.13
Quick ratio 152.15
164.43

145.10

125.68

121.24
Interest Protection Multiples 6.05
4.31

44.5

115.88

120.89
Operating Capacity Receivables turnover
(frequency)
3.58
2.92

3.52

3.42

3.34
Average collectiondays 102.04
124.94

103.60
106.79 109.43
Inventory turnover
(frequency)
7.96
8.15

10.65

8.90

8.25
Payables turnover
(frequency)
4.89
3.91

4.44

4.28

3.97
Average days of sales 46
45

34

41

44.22
Real estate properties, plant
and equipment turnover
(frequency)
6.62
6.64

9.01

10.35

12.05
Total assets turnover
(frequency)
1.21
1.10

1.30

1.26

1.23
Profitability Returnonassets (%) 1.99 1.21
12.51

14.60
17.94
Return on shareholder equity
(%)
3.30
1.82

25.15

28.32

35.51
Ratio of net profit before tax
to paid-incapitalsize (%)
5.69
3.70

43.16

62.22

34.53
Netprofit rate(%) 1.35
0.80

9.45

11.46

14.47
Earnings per share (NTD) 0.42
0.24

3.82

5.41

8.86
Cash flow Cash flow ratio (%) 14.58
10.43

26.17

3.54

22.6
Cash flow adequacy ratio (%)
142.76

146.56

155.76

79.55

81.51
Cash re-investment ratio (%) 4.82
3.62

8.61

1.25

3.98
Leverage Operating leverage 2.26
6.34

2.51

1.24

1.66
Financial leverage 1.07
1.27

1.08

1.03

1.03

Note 1: The Company did not re-evaluate its assets and hence it is not applicable.

Note 2: The following calculation formula shall be shown at the end of the Annual Report:

  1. Financial structure

(1) Liability-to-asset Ratio = total liabilities/ total assets

(2) Ratio of long-term capital to real estate properties, plants, and equipment = (Total equities + Non-current liabilities)/Net value of real estate properties, plants, and equipment

  1. Solvency

(1) Current ratio = Current assets/current liabilities.

(2) Quick Ratio = (Current assets - Inventory - Advance payments)/ Current liabilities.

(3) Interest protection multiples = Net profit before income tax and interest expenses/ Interest expenditure for the current term

  1. Management ability

(1) Receivables (including accounts receivable and receivable notes from operations) turnover = Net sales value/ mean balance of receivables of each term (including accounts receivable and receivable notes from

128

operations).

  • (2) Average collection days =365/Receivables turnover

  • (3) Inventory turnover = Sales cost/Mean inventory

  • (4) Payables (including accounts payable and payable notes from operations) turnover = Net sales value/ mean balance of payables of each term (including accounts payable and payable notes from operations).

  • (5) Average sales days =365/Inventory turnover

  • (6) Real estate properties, plants, and equipment turnover= Net sales value/Mean amount of real estate properties, plants, and equipment

  • (7) Total assets turnover = Net sales value/Mean total assets

  • Profitability

  • (1) Return on assets = [Loss/gain after tax + Interest expense × (1- tax rate)]/Mean assets on average

  • (2) Return on equity = Loss/gain after tax/mean total equities

  • (3) Net profit rate = Loss/gain after tax/ Net sales

  • (4) Earnings per share = (Gain/loss belonging to the owner of the parent company - Preferred stock dividends)/Weighted average number of outstanding issues. (Note 4)

  • Cash flow

  • (1) Cash flow ratio= Net cash flow from business activities/Current liabilities

  • (2) Net cash flow adequacy ratio = Net cash flow from business activities over the past five years/(capital expenditure + increase in inventory + cash dividends) over the past five years.

  • (3) Cash reinvestment ratio = (Net cash flow from business activities - cash dividends)/(Gross value of real estate properties, plants, and equipment + long-term investment + other non-current assets + operating capital) (Note 5)

  • Leverage:

  • (1) Operating leverage = (Net operating income - Change in operating costs and expenses)/Operating interest (Note 6).

  • (2) Financial leverage = Operating interest/(Operating interest - Interest expense).

  • Note 4: Pay particular attention to the following while deciding the formula for calculating the earnings per share as given above:

  • Use the weighted-average common stock shares instead of the outstanding shares at the end of of the year.

  • With capital increase in cash or trading of treasury stock shares, the duration of their circulation shall be considered in the calculation of the weighted average number of shares.

  • With earnings-transferred capital increase or capital reserve-transferred capital increase, while calculating the earnings per share for a year or for half a year, adjustments shall be made retroactively reflective of the capital increase ratio; there is no need to consider the duration of issuance upon capital increase.

  • If the preferred stock shares are cumulative preferred stock shares that cannot be converted, the dividends for the specific year (distributed or not) shall be subtracted from the net profit after tax or the net loss after tax shall be added. If the preferred stock shares are not cumulative in nature, on the other hand, with net profit after tax, the said preferred stock shall be subtracted from the net profit after tax; in case of deficit, on the other hand, no adjustments are needed.

  • Note 5: Pay particular attention to the following while deciding during cash flow analysis:

  • Net cash flows from business activities are those shown in the Cash Flow Statement.

  • Capital expenditure refers to the cash out-flows to capital investments each year.

  • The increase in inventory is included only when the balance at end of term is greater than that at start of term; if the inventory is reduced at the end of the year, it is counted as zero.

  • Cash dividends include those for common stock and preferred stock shares.

  • Gross amount of real estate properties, plants, and equipment is the total of real estate properties, plants, and equipment before cumulative depreciation is subtracted.

  • Note 6: The issuer shall divide respective operating costs and operating expenses by their nature to fixed and variable ones. If estimates or subjective judgments are involved, attention shall be paid to their legitimacy and consistency.

  • Note 7: When the Company’s shares are not denominated or the denomination per share is not NT$10.00, the ratio to the paid-in capital as mentioned in the foregoing shall be calculated with the ratio of equities belonging to the owner of the parent company as shown in the Balance Sheet instead.

129

III. Audit Committee’s Review Report

GOLD CIRCUIT ELECTRONICS LTD.

Audit Committee’s Audit Report

The 2022 Business Report, financial statements, and earnings distribution proposal were prepared and submitted by the Board of Directors. The financial statements, in particular, have been audited by certified public accountants Chao-Ling Chen and Chun-Yi Chang at Deloitte Taiwan and an audit report was issued accordingly.

The above-mentioned business report, financial statements and earnings distribution proposal have been audited by the Audit Committee and are determined to be compliant with applicable regulatory requirements of the Company Act. As such, presentations are provided above as required by Article 219 of the Company Act.

Please review and approve.

2023 General Shareholders’ Meeting of the Company

Gold Circuit Electronics Ltd.

Jen-Jou Hsieh, Convener of Audit Committee

March 9, 2023

130

IV. Financial Report from Past Year

CPAs’ Audit Report

For Review by Gold Circuit Electronics Ltd.,

Audit opinions

We have audited the parent company-only balance sheet of Gold Circuit Electronics Ltd. on December 31, 2022 and 2021 and the related parent company only statements of income, retained earnings, cash flow, and notes to the parent company only financial statements (including the material accounting policies summary) from January 1 to December1, 2022 and 2021.

In our opinion, the major issues of said financial reports prove to have been duly worked out in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, presenting fairly the financial position of Gold Circuit Electronics Ltd. on December 31, 2022 and 2021 and the financial performance and cash flows for the periods starting from January 1 till December 31, 2022 and 2021.

Basis for the Audit Opinions

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial statements by Certified Public Accountants and auditing standards. Our responsibilities under those standards are further described in the responsibilities of auditors for the audit of the parent company only financial statements. The personnel of the CPA Firm subject to the independence requirement have acted independently of Gold Circuit Electronics Ltd. in accordance with the Code of Ethics and with other responsibilities of the Code of Ethics performed. We believed that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those determined by us as the CPAs based on our professionalism to be the most important in the audit of the 2022 parent company-only financial reports of Gold Circuit Electronics Ltd. These matters were addressed in the content of our audit of the parent company

131

only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on those matters.

The key audit matters for the 2022 parent company-only financial reports of Gold Circuit Electronics Ltd. are described as follows:

Recognition of revenue

When the subsidiary in Mainland China actually ships goods, the inventory control is transferred and the income from the triangle trade of Gold Circuit Electronics Ltd. is recognized. Therefore, it is possible that improper recognition of income exists despite the absence of actual shipment. Therefore, we believe that there might be risk over whether such type of income occurs. Given this, it is classified as a key audit matter. The policy for recognition of revenue is disclosed in Note IV herein.

The audit procedure that we performed on the above-mentioned key matters primarily covers the following:

  1. Understand and test the design and effectiveness of execution of the major internal control for recognition of revenue of the Company.

  2. Samples were selected from the income statement of the triangle trade to verify how original purchase orders from customers were approved and to verify the shipping receipts and supporting documents from the subsidiary in Mainland China for confirmation over whether the transaction really occurred or not.

Responsibilities of Management and Those in Charge with Governance of the Entity Financial Statements

The responsibility of the management is to have the parent company only financial reports prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Firms International Accounting Standards, Interpretations, and also maintain the necessary internal controls related to the parent company only financial reports to ensure that the parent company only financial reports are free of any material misstatement arising from fraud or errors.

While compiling consolidated financial reports, the management is also responsible for evaluating the ability of Gold Circuit Electronics Ltd. to continue with operation, disclosing related matters, and adopting the bases for continued operation and accounting unless the management intends to liquidate Gold Circuit Electronics Ltd. or cease business operation, or no other practically feasible solutions are available except for liquidation or suspension.

The governance unit (including the Audit Committee) of Gold Circuit Electronics Ltd. is responsible for supervising the financial reporting process.

132

Independent Auditor’s Responsibilities for the Audit of the Entity 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 and auditor’s report. Reasonable assurance is a high level of assurance, but is not a guarantee that and audit conducted in accordance with the accounting principles in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. If fraud or errors are considered materials, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the parent company only financial statements.

As part of an audit in accordance with the accounting principles in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also perform the following works:

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

  2. Obtain the necessary understanding on the internal control related to the audit in order to design appropriate audit procedures under the circumstances, but the purpose is not to express an opinion on the effectiveness of the internal control of Gold Circuit Electronics Ltd.

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

  4. Reach a conclusion with regard to the adequacy of the accounting basis adopted by the management to continue with operation and whether significant uncertainties of events or conditions that might result in significant concerns about the ability of Gold Circuit Electronics Ltd. to continue with operation exist or not according to the evidence obtained from the audit. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosure are inappropriate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditor’s report. However, future events or circumstances may render Gold Circuit Electronics Ltd. no longer capable of continuing with operation.

133

  1. Evaluate the overall presentation, structure, and contents of the parent company only statements, including the disclosures, whether the parent company only statements represent the underlying transactions and events in a matter that achieves fair presentation.

  2. Obtain sufficient and appropriate audit evidence on the financial information of Gold Circuit Electronics Ltd. in order to express an opinion on the parent company only financial reports. We as the CPAs are responsible for guiding, supervising, and implementing the audit of Gold Circuit Electronics Ltd. as well as forming an opinion on the audit.

We communicate with those in charge of 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 in charge of 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).

We decided the key audit matters for the 2022 parent company-only financial reports of Gold Circuit Electronics Ltd. from matters communicated on with the governance unit. We describe these matters in our auditor’s 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 communications.

Deloitte & Touche

CPA Chao-Ling Chen

CPA Chun-Yi Chang

Financial Supervisory Commission’s Written Approval No. Jin-Guan-Zheng-Liu-Zi No.: 0930160267

Securities and Futures Commission’s written approval No: Tai-Cai-Zheng-Liu-Zi No. 0920123784

March 9, 2023

134

Gold Circuit Electronics Ltd.

Parent Company Only Balance Sheet

December 31, 2022 and 2021

Unit: NTD thousand

Code

1100
1110
1180
1170
1210
1200
130X
1410
1470
11XX

1550
1600
1755
1760
1780
1840
1900
15XX
1XXX

Code

2100
2120
2152
2170
2180
2219
2230
2250
2280
2320
2399
21XX

2540
2542
2570
2580
2640
2670
25XX
2XXX

3110
3200
3310
3320
3350
3300
3400
3500
3XXX
Assets
Current assets
Cash and cash equivalents (Notes IV and VI)
Financial assets at fair value through profit or loss - current (Notes. IV
and VII)
Accounts receivable – related parties (Notes IV, VIII and XXVII)
Accounts receivable - non-related parties (Notes IV, V and VIII)
Other accounts receivable – related parties (Notes IV. VIII and
XXVII)
Other accounts receivable - non-related parties (Note IV and VIII)
Inventories (Notes IV and IX)
Prepayments
Other current assets (Note XV)
Total current assets
non-current assets
Investment under equity method (Notes IV and X)
Property, plant and equipment (Notes IV, XI and XXIII)
Right-of-use assets (Notes IV and XII)
Investment property (Notes IV and XIII)
Other intangible assets (Notes IV and XIV)
Deferred income tax assets (Notes IV and XXIII)
Other non-current assets (Note XV)
Total non-current assets
Total assets
Liabilities and shareholders’equity
Current liabilities
Short-term loan (Notes IV and XVI)
Financial liabilities measured at fair value through gains or losses -
current (Notes IV and VII)
Other notes payable
Accounts payable - non-related parties (Note XVII)
Accounts payable – related parties (Notes XVII and XXVII)
Other accounts payable (Note XVIII)
Income tax liability of current term (Note XXIII)
Provision for liabilities-current (Notes IV and XIX)
Lease liabilities - current (Notes IV and XII)
Long-term loan – current portion (Notes IV and XVI)
Other current liabilities (Note XVIII)
Total current liabilities
Non-current liabilities
Long-term loan (Notes IV and XVI)
Long-term notes and bills payable (Note XVI)
Deferred income tax liabilities (Notes IV and XXIII)
Lease liabilities - Non-current (Notes IV and XII)
Net defined benefit liabilities- non-current (Notes IV and XX)
Other non-current liabilities (Note XVIII)
Total non-current liabilities
Total liabilities
Equity (Note XXI)
Capital stock
Common shares
Additional paid-in capital
Retained earnings
Legal reserve
Special reserve
Undistributed earnings
Total retained earnings
Other equity items
Treasury stocks
Total equity
Total liabilities and equities
December 31, 2022
Amount

$ 3,126,813
11
-
-
75,018
-
10,115,422
35
24,210
-
67,830
-
3,692,841
13
83,396
1
1,703

-
17,187,233

60
8,124,156
28
2,776,751
10
27,684
-
576,200
2
34,922
-
92,058
-
1,218

-
11,632,989

40
$ 28,820,222
100
$ 579,108
2
4,908
-
116
-
2,144,602
7
5,724,721
20
1,747,285
6
356,840
1
216,823
1
9,124
-
-
-
154,553

1
10,938,080

38
3,340,000
12
-
-
141,054
-
3,110
-
73,101
-
859

-
3,558,124

12
14,496,204

50
4,918,391

17
1,219,167

4
464,215
2
475,522
2
7,062,701

24
8,002,438

28
276,776

1
92,754)

-
14,324,018

50
$ 28,820,222
100
December 31, 2022
Amount

$ 3,126,813
11
-
-
75,018
-
10,115,422
35
24,210
-
67,830
-
3,692,841
13
83,396
1
1,703

-
17,187,233

60
8,124,156
28
2,776,751
10
27,684
-
576,200
2
34,922
-
92,058
-
1,218

-
11,632,989

40
$ 28,820,222
100
$ 579,108
2
4,908
-
116
-
2,144,602
7
5,724,721
20
1,747,285
6
356,840
1
216,823
1
9,124
-
-
-
154,553

1
10,938,080

38
3,340,000
12
-
-
141,054
-
3,110
-
73,101
-
859

-
3,558,124

12
14,496,204

50
4,918,391

17
1,219,167

4
464,215
2
475,522
2
7,062,701

24
8,002,438

28
276,776

1
92,754)

-
14,324,018

50
$ 28,820,222
100
December 31, 2021 December 31, 2021 December 31, 2021
Amount
$ 3,126,813
-
75,018
10,115,422
24,210
67,830
3,692,841
83,396
1,703

17,187,233

8,124,156
2,776,751
27,684
576,200
34,922
92,058
1,218

11,632,989

$ 28,820,222

$ 579,108
4,908
116
2,144,602
5,724,721
1,747,285
356,840
216,823
9,124
-
154,553

10,938,080

3,340,000
-
141,054
3,110
73,101
859

3,558,124

14,496,204

4,918,391

1,219,167

464,215
475,522
7,062,701

8,002,438

276,776

92,754)

14,324,018

$ 28,820,222
Amount
$ 1,489,964
9,196
102,402
8,630,350
667,758
76,068
3,193,992
82,356
12,076

14,264,162

4,873,407
2,460,514
39,592
577,900
16,394
240,331
1,415

8,209,553

$ 22,473,715

$ 363,524
-
-
1,444,020
4,990,415
1,352,124
228,301
167,544
13,224
53,846
77,032

8,690,030

826,924
1,250,000
90,918
12,190
200,680
859

2,381,571

11,071,601

5,464,879

1,206,574

167,997
475,522
3,927,668

4,571,187

257,951

98,477)

11,402,114

$ 22,473,715


















(



































(


















7
-
1
38
3
-
14
-
-
63
22
11
-
3
-
1
-
37
100
2
-
-
7
22
6
1
1
-
-
-
39
4
5
-
-
1
-
10
49
24
6
1
2
17
20
1
-
51
100

Notes to the parent company only financial reports constitute a part of these financial reports.

Chairman: Chen-Tse Yang

Manager: Chen-Tse Yang Accounting Supervisor: Chang-Chin Yang

135

Gold Circuit Electronics Ltd.

Parent Company Only Statement of Comprehensive Income

January 1 to December 31, 2022 and 2021

Unit: NTD thousand, except for EPS (NT$)

Code
Operating income (Note IV and
XXVII)
4100
Sales revenue

Operating cost (Notes IX, XX,
XXII and XXVII)
5110
Sales cost

5900 Gross profit

Operating expenditure (Notes
VIII, XX, XXII and XXVII)
6100
Promotional expenditure
6200
Operating expenditure
6300
R&D expenditure
6450
Expected credit
impairment loss (profit)
6000
Total operating
expenses
6510 Net amount of other profits and
losses (Note XXII)
6900 Net operating profit

Non-operating income and
expenditure (Notes IV, XXII
and XXVII)
7100
Interest revenue
7010
Other revenue
7020
Other gain or loss
7050
Financial cost

7070
Amount of profit and/or
loss of subsidiaries,
affiliates, and joint
ventures adopting the
equity method
7000
Total non-operating
revenue and
expense
(To be continued)
2022
100
90

10


2

1

1
-

4

-

6


-

-

-

-
11

11
2021






























100
91
9

2

1

1
-
4
-
5

-

-

-

-
9
9

136

(Continued)

Code
7900 Net profit before tax from
continuing operation
7950 Income tax expenses (Notes IV
and XXIII)
8000 Continuing operation net profit
for the year
Other comprehensive income
8310
Not reclassified to profit
and loss:
8311
Defined benefit plan
re-measurement
amount (Note XX)
8349
Incomes tax related to
titles not subject to
reclassification
8360
May be reclassified to
profit and loss
subsequently:
8361
Exchange differences
on translation of
foreign financial
statements
8300
Other combined gains
or losses of current
term (after-tax net
value)
8500 Total comprehensive income of
the year
EPS (Note XXIV)
From continuing
operations
9710
Basic

9810
dilution
2022
17
2

15


-

-
-

-

15


2021














14
2
12

-

-
-
-
12

Notes to the parent company only financial reports constitute a part of these financial reports. Chairman: Chen-Tse Yang Manager: Chen-Tse Yang Accounting Supervisor: Chang-Chin Yang

137

Gold Circuit Electronics Ltd.

Parent Company Only Statement of Changes in Shareholders’ Equity

January 1 to December 31, 2022 and 2021

Unit: NTD thousand

Code
A1
Balance as of January 1, 2021

Appropriation and distribution of earnings from
2020
B1
Appropriation of legal reserve
B5
The Company’s shareholder dividend in
cash
Change in other additional paid-in capital
C15
Cash dividend assigned with capital
reserve
C17
Capital reserve - transaction of treasury
stocks
D1
Net profits of 2022
D3
Other combined gains or losses after tax of
2021

D5
Total combined gains or losses of 2021

Z1
Balance as of December 31, 2021
Appropriation and distribution of earnings from
2021
B1
Legal reserve
B5
The Company’s shareholder dividend in
cash
Change in other additional paid-in capital
C17
Capital reserve - transaction of treasury
stocks
D1
Net profits of 2022
D3
Other combined gains or losses after tax of
2022

D5
2022 Total comprehensive income

E3
Capital reduction in cash

Z1
Balance as of December 31, 2022
Capital stock
$ 5,464,879

-
-
-

-
-
-

-

5,464,879
-
-
-
-
-

-


546,488)

$ 4,918,391
Additional paid-in
capital
$ 1,471,233

-
-
(
273,244 )
8,585
-

-


-

1,206,574
-
-
12,593
-

-


-


-

$ 1,219,167
Retained earnings Retained earnings Undistributed
earnings
$ 1,679,970


167,997 )

546,488 )
-
-
2,926,854
35,329

2,962,183

3,927,668


296,218 )

1,202,274 )
-
4,567,875
65,650

4,633,525

-

$ 7,062,701
Otherequityitems Property revaluation
surplus
$ 295,781

-
-
-
-
-

-


-


295,781

-
-
-
-

-


-


-

$ 295,781
Treasury stocks
$ 98,477 )
-
-

-

-
-
-

-


98,477 )
-
-

-
-
-

-

5,723

$ 92,754)
Total equity

Exchange
differences on
translation of
foreign financial
statements
$ 12,702 )

-

-
-
-
-

14,558)


14,558)


27,260 )

-

-
-
-
18,825

18,825

-

$ 8,435)
Unrealized gains or
losses from
financial assets
measured at fair
value through other
combined gains or
losses
( $ 10,570 )
-
-
-
-
-

-


-

(
10,570 )
-
-
-
-

-


-


-

($ 10,570)
Legal reserve
$ -

167,997
-

-
-
-
-

-

167,997
296,218
-
-
-
-

-

-

$ 464,215
Special reserve
$ 475,522

-

-

-
-
-
-

-

475,522
-

-

-
-
-

-

-

$ 475,522





(

(



















(
(


(
(



(


(
(
(





(
(


(



(







(


(



(

(
(



(


(
$ 9,265,636
-

546,488 )

273,244 )
8,585
2,926,854
20,771
2,947,625

11,402,114
-

1,202,274 )
12,593
4,567,875
84,475
4,652,350

540,765)
$ 14,324,018

Notes to the parent company only financial reports constitute a part of these financial reports.

Chairman: Chen-Tse Yang

Manager: Chen-Tse Yang

Accounting Supervisor: Chang-Chin Yang

138

Gold Circuit Electronics Ltd.

Parent Company Only Statement of Cash Flow

January 1 to December 31, 2022 and 2021

Unit: NTD thousand

Code
Cash flow from operating activities
A10000
Net profit before tax for the year
A20010
Income charges (credits):
A20300
Expected credit impairment loss
(interest from recovery of
impairment)
A20100
Depreciation expenditure
A20200
Amortization expenditure
A20900
Financial cost
A29900
Provision for liabilities
A22400
Amount of profit and/or loss of
subsidiaries, affiliates, and joint
ventures adopting the equity method
A21200
Interest revenue
A23700
Inventory valuation and obsolescence
losses
A23800
Gain on price recovery from inventory
devaluation and obsolescence
A22500
Loss on disposal of property, plant and
equipment
A20400
Net loss (or gain) from financial assets
measured at fair value through gains
or losses
A20400
Net loss (or gain) from financial
liabilities measured at fair value
through gains or losses
A24100
Net loss of exchange in foreign
currencies
A24600
Loss (or gain) from fair value
adjustment of investment property
A30000
Net change in operating assets and liabilities
A31130
Notes receivable
A31150
Accounts receivable
A31180
Other receivables
A31200
Inventories
A31230
Prepayments
A31240
Other current assets
A32130
Notes payable
A32150
Accounts payable
A32180
Other payables
A32230
Other current liabilities
A32240
Net defined benefit liabilities
A33000
Cash yielded in business operation
2022
$ 5,224,759
39,549
334,449
12,705
42,600
46,839

3,370,166 )

44,233 )
83,116
-
22,455
9,196
4,908
45,006
1,700
-

1,623,640 )
645,508

581,965 )

1,040 )
10,373
116
1,528,152
302,619
77,521
45,517)
2,765,010
2021


(
(

(
(
(
(

(
(
(
(
(
(
(
(
(
(
(
(
$ 3,400,314

47,866 )
289,395
9,354
29,141
31,444

2,251,444 )

26,915 )
-

16,027 )
8,829

9,196 )

13,804 )
1,953

900 )
83

2,495,549 )
376,608

1,149,942 )

12,630 )

1,348 )
-
2,034,806
230,043
36,369
24,339)
398,379

(To be continued)

139

(Continued)

Code
A33200
Interest collected
A33500
Income tax paid
AAAA
Net cash generated by operating
activities
Cash flow from investing activities
B00200
Share value returned upon capital reduction of
investees applying the equity method
B02700
Procurement of property, plant and equipment
B04500
Procurement of intangible assets
B02800
Proceeds from disposal of property, plant and
equipment
B03800
Decrease in refundable deposit
BBBB
Net cash used in investing activities
Cash flow from financing activities
C00100
Increase in short-term loan
C00200
Decrease in short-term loan
C01600
Application for long-term loan
C01700
Repayment of long-term loan
C01800
Increase in long-term notes and bills payable
C01900
Decrease in long-term-term notes payable
C04020
Repayment of lease liability principal
C05600
Interest paid
C04500
Dividends in cash paid
C04700
Capital reduction in cash
CCCC
Net cash used in financing activities
DDDD
Impact of change in exchange rate upon cash &
cash equivalents
EEEE
Net Increase (decrease) in cash and cash equivalents
E00100
Cash and cash equivalents, beginning of year
E00200
Cash and cash equivalents, end of year
2022
$ 51,022
344,240)
2,471,792
154,450

581,607 )

30,379 )
5,442
197
451,897)
1,332,508

1,121,357 )
3,090,000

630,770 )
-

1,250,000 )

14,938 )

39,731 )

1,202,274 )
546,488)
383,050)
4
1,636,849
1,489,964
$ 3,126,813
2021

(


(
(

(
(
(

(
(
(
(
(
(




(

(
(

(
(
(
(
(
(

(
(
(

$ 35,298
126,055)
307,622
-

245,651 )

16,510 )
2,409
-
259,752)
424,640

75,340 )
7,635,374

9,214,604 )
1,250,000
-

16,758 )

31,112 )

819,732 )
-
847,532)
48)

799,710 )
2,289,674
$ 1,489,964

Notes to the parent company only financial reports constitute a part of these financial reports.

Chairman: Chen-Tse Yang Manager: Chen-Tse Yang Accounting Supervisor: Chang-Chin Yang

140

Gold Circuit Electronics Ltd.

Notes to Parent Company Only Financial Statements

January 1 to December 31, 2022 and 2021

(Expressed in Thousand New Taiwan Dollars, unless specified otherwise)

I. Company History

Gold Circuit Electronics Ltd. (GCE) was established in Jhongli Dist., Taoyuan City in September 1981, primarily engaged in manufacturing, processing and trading printed circuit boards.

The Company’s stocks have been traded on TWSE since March 1998.

The parent company only financial reports were expressed in New Taiwan Dollars, the functional currency adopted by the Company.

II. Dates and procedures for Approving Financial Statements

The parent company-only financial statements were approved by the Board of Directors on March 9, 2023.

III. Applicability of newly promulgated and amended standard rules and interpretations

(I) The first-time adoption of the IFRS, IAS, IFRIC, and SIC and effective upon promulgation by the Financial Supervisory Commission (“FSC”) (hereinafter referred to as the “IFRSs” collectively).

The application of the amended IFRSs that are approved and released to take effect by the FSC would not cause significant changes to the accounting policies of the Company.

(II) Applicable IFRSs approved by the FSC in 2023.

New promulgation/Amendment/Amended Rules and The effective date Interpretation promulgated by IASB Amendments to IAS 8 “Disclosure of Accounting Sunday, January 1, 2023 Policies” (Note 1) Amendments to IAS 8 “Definition of Accounting Sunday, January 1, 2023 Estimates” (Note 2) Amendment to IAS 12 “Deferred Tax related to Sunday, January 1, 2023 Assets and Liabilities arising from a Single (Note 3) Transaction”

Note 1: The amendment is applicable during the annual reporting period that begins after January 1, 2023.

141

  • Note 2: The amendment is applicable to changes to accounting estimates and the accounting policy that occur during the annual reporting period that begins after January 1, 2023.

  • Note 3: Except for the deferred income tax recognized of the temporary differences of lease and decommissioning obligation on January 1, 2022, the said amendment applies to transactions that occurred after January 1, 2022.

  • Amendments to IAS 1 “Disclosure of Accounting Policies”

  • The amendment specifies that the Company shall follow the definition of

  • “material” while deciding material accounting policy information that should be disclosed. If the accounting policy information can be reasonably expected to likely affect decisions made by main users of general-purpose financial statements based on the financial statements, such information is considered “material.” The amendment also clarifies that:

  • ⚫ The accounting policy information concerning non-material transactions, other matters, or conditions are considered non-material; the Company does not need to disclose the said information.

  • ⚫ The Company may determine if relevant accounting policy information is considered material based on the nature of the transactions, other matters, or conditions, even if the value involved is non-material.

  • ⚫ Not all accounting policy information relevant to material transactions, other matters, or conditions are considered material.

  • In addition, the amendment explains through examples that accounting

  • policy information may be considered material if it is relevant to material transactions, other matters, or conditions:

  • (1) The Company changed its accounting policies during the reporting period and the said changes resulted in material changes of information provided in financial statements.

  • (2) The Company chooses its applicable accounting policies from options allowed under the Standard.

  • (3) The accounting policies are established by the Company in compliance with IAS 8 “Accounting Policies, Changes in Accounting Estimates, and Errors” due to the lack of requirements of specific standards.

  • (4) The Company discloses applicable accounting policies that are decided requiring utilization of material judgment or assumptions; or

142

  • (5) Complicated accounting processing requirements are involved and users of the Financial Statement rely on such information in order to know the said material transactions, other matters, or conditions.

  • Amendments to IAS 8 “Definition of Accounting Estimates”

The amendment specifies that accounting estimate refers to amount in currencies impacted by measurement uncertainties in financial statements. While applying accounting policies, it may be necessary for the Company to measure items to be included in the financial statements with the amount in currencies that cannot be directly observed and hence need to be estimated. As a result, it is required to fulfill this purpose by developing accounting estimates taking advantage of the measurement technique and the input value. If impacts of changes in the measurement technique and the input value on accounting estimates are not corrections of preceding errors, such changes are considered changes in accounting estimates.

  1. Amendment to IAS 12 “Deferred Tax related to Assets and Liabilities arising from a Single Transaction”

The amendment clarifies that transactions of the same value generated and subject to taxation and for which temporary differences may be eliminated when initially recognized are not applicable under the waiver requirement initially recognized in IAS 12. The Company would recognize deferred income tax assets (if its taxable income is likely to be available for lessing temporary differences) and deferred income tax liabilities of all temporary differences relevant to leases and decommissioning obligations that may be eliminated and are subject to taxation on January 1, 2022 and adjust the cumulative effects to be recognized as initial balance of retained earnings on that date. Transactions other than leases and decommissioning obligations, on the other hand, would be deferred in applying the said amendment on January 1, 2022 onwards.

Except for the impacts mentioned above, as of the date the parent company-only financial reports were approved and released, the Company had evaluated and determined that the amendments made to other standards and their interpretations will not significantly impact the financial standing and financial performance.

  • (III) IFRSs already published by the IASB but not yet recognized or issued into effect by the FSC.

143

The effective date New promulgation/Amendment/Amended Rules and promulgated by IASB Interpretation (Note 1) Amendments to IFRS 10 and IAS 28 “Assets sales or To be determined contribution between the investor and the affiliated company or joint venture.” Amendment to IFRS 16 “Lease Liabilities for Sale Monday, January 1, 2024 and Leaseback” (Note 2) IFRS 17 “Insurance Contract” Sunday, January 1, 2023 Amendments to IFRS 17 Sunday, January 1, 2023 Amendment to IFRS 17 “Initial Application of IFRS Sunday, January 1, 2023 17 and IFRS 9 – Comparative Information” Amendments to IAS 1 “Classification of Liabilities Monday, January 1, 2024 as Current or Noncurrent” Amendment to IAS 1 “Non-current liabilities with Monday, January 1, 2024 contract terms and conditions”

Note 1: Unless otherwise expressly remarked, the aforementioned new/Amendment/Amended Rules or Interpretation come into effect in the fiscal year starting from the respective specified effective dates.

  • Note 2: The seller and lessee shall retroactively apply the amendments to IFRS 16 for sale and leaseback transactions signed after the initial date of application of IFRS 16.

  • Amendments to IFRS 10 and IAS 28 “Assets sales or contribution between the investor and the affiliated company or joint venture.”

The amendment provides that if the Company sells or contributes assets to affiliated companies (or joint ventures), or the Company loses the control over a subsidiary but retains significant influence on the subsidiaries (or joint control), and if the aforementioned assets or subsidiary in compliance with the definition of a business under IFRS 3 “Business Combinations” the Company is to recognize the profit and loss of the transactions fully.

In addition, if the Company sells or contributes assets to affiliated companies (or joint ventures), or the Company loses the control over a subsidiary but retains significant influence on the subsidiaries (or joint control), and if the aforementioned assets or subsidiary not in compliance with the definition of IFRS 3 “Business,” the Company is to recognize the profit and loss of the transactions only within the equity scope of the affiliated companies (or joint ventures) irrelevant to the investors, in other words, the profit and loss attributable to the Company should be offset.

144

  1. Amendments to IAS 1 “Classification of Liabilities as Current or Noncurrent” (amended in 2020) and “Non-current liabilities with contract terms and conditions” (amended in 2022)

The amendment in 2020 clarifies that in order to determine whether a liability should be classified as non-current, it is necessary to evaluate whether the Company has the right to defer settlement of the liability for at least 12 months after the reporting period, at the end of the reporting period. If the Company has such right at the end of the reporting period to defer settlement of the liability for at least 12 months after the reporting period, the liability should be classified as noncurrent, irrelevant with whether the Company is expected to exercise the right or not.

The amendment in 2020 also specifies that the Company must have followed specific criteria when the reporting period ends if it is required for the Company to follow specific criteria in order to be entitled to delay the pay-off of liabilities. This applies even if the lender tests if the Company has followed the said criteria at a later date. The amendment in 2022 further clarified that only the contract terms that need to be followed before the end date of the reporting period would impact the classification of liabilities. Although the contract terms that need to be followed within 12 months after the reporting period do not impact the classification of liabilities, related information needs to be disclosed so that users of financial reports understand that the risk of the Company possibly being unable to abide by contract terms and hence the need to pay back within 12 months after the reporting period.

The amendment in 2020 stipulates that for the purpose of liability categorization, the above-mentioned pay-off means the transfer of cash, other economic resources, or the equity tools of the Company to the trading counterpart to result in disappearance of liabilities. Notwithstanding, where, according to the terms and conditions of liabilities, the liabilities might be paid off at the discretion of the trading counterpart through the transfer of the Company’s equity instruments and said discretion is stated into equity separately under IAS 32 “Financial Instruments: Presentation,” the classification of liabilities would remain unaffected by said terms and conditions.

  1. Amendments to IFRS 16 “Lease Liabilities for Sale and Leaseback”

145

The said amendment clarifies that if the transfer of assets fulfills the requirement of IFRS 15 “Revenue from Contracts with Customers” and hence is handled as sale of assets in after-sales leaseback transactions, the liabilities incurred because of the leaseback for the seller and lessee shall be handled as required for lease liabilities under IFRS 16. If the variable lease payment not determined by index or rate is involved, the seller and lessee shall weigh the liabilities in a way that losses/gains relevant to the retained right of use are not recognized. Later, the difference between the lease payment and the actual payment for the current term included in the calculation of lease liabilities is listed under gains or losses.

In addition to the impact referred to above, the Company still continued to assess the impact of the other standards and interpretation on the financial position and financial performance up to the date the parent company only financial reports approved and published; also, the relevant influences would be disclosed upon the completion of assessment.

IV. Summary of Significant Accounting Policies

(I) Declaration in compliance

The present standalone Financial Report has been duly worked out in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

(II) Basis of preparation

Except for the financial instruments measured at fair value, investment properties, and the net defined benefit liabilities recognized at fair value after the project assets are deducted from the current value of defined benefit obligations, this parent company only financial statement has been duly prepared on the grounds of historical costs.

The evaluation of fair value could be classified into

Degree 1 to Degree 3 by the observable intensity and importance of the related input value:

  1. Degree 1 input value: refers to the quotation of the same asset or liability in an active market as of the evaluation (before adjustment)

  2. Degree 2 input value: refers to the direct (the price) or indirect (inference of price) observable input value of asset or liability further to the quotation of Level 1.

  3. Degree 3 input value: the unobservable input value of asset or liability.

146

The Company applied the equity method to its invested subsidiaries, affiliated companies or joint ventures when preparing the parent company only financial report. In order to make the current income, other combined gains or losses and equity in the parent company only financial report identical with the current income, other combined gains or losses and equity attributed to the owner of the Company in the Company’s consolidated financial reports, the certain accounting treatment differences between standalone basis and consolidated basis were handled by adjusting the “share of gains or losses of subsidiaries, affiliates & joint ventures accounted for using equity method,” and related equities.

  • (III) Standards in differentiating current and non-current assets and liabilities

    • Current assets include:
  • Assets held primarily for the purposes of transactions;

  • Assets anticipated to be realized within 12 months after the balance sheet date; and

  • Cash and cash equivalents (excluding those restricted for exchanging or liquidating liabilities over 12 months after the balance sheet date). Current liabilities include:

  • Liabilities held primarily for the purposes of transactions;

  • The liabilities to be liquidated upon due within 12 months after the balance sheet date (those with long-term refinancing or payment term rearrangement completed from the balance sheet date to the financial reports approved and published date are also classified as current liabilities), and

  • Liabilities that cannot be with the liquidation date deferred unconditionally for at least 12 months after the balance sheet date; Where the liabilities might be paid off at the discretion of the other party through the tools of the issuance equity, the classification would remain unaffected.

Those not as aforementioned current assets or current liabilities are classified as non- current assets or non-current liabilities.

  • (IV) Foreign currency

When the Company prepared for the financial reports, the transactions conducted in currencies other than the Company's functional currencies (foreign currencies) were converted into the records of functional currencies based on the exchange rates quoted on the date of transactions.

147

The items in foreign currencies were converted at the exchange rates closed on each and every balance sheet date. The difference in foreign exchanges incurred by the items of settlement currency items or conversion currency items was recognized as the profit and/or loss for the term of occurrence.

The foreign currencies, non-current items measured at fair values were converted at the exchange rates quoted on the date on which the fair values were determined. The difference in foreign exchange so incurred was entered as the profit and/or loss of the current term. In the event where the change in the fair value was recognized into other comprehensive profit and/or loss, the difference of the foreign exchange so incurred was entered as other comprehensive profit and/or loss.

The non-current items measured at historical costs were converted based on the exchange rate quoted on the date of transaction and were not converted anew.

In the preparation of individual financial statements, assets and liabilities of the Company’s overseas operating institutions (including subsidiaries in countries or using currencies different from those of the Company) were converted to New Taiwan Dollar according to the exchange rate on the date shown on each balance sheet. The gain, fee and loss items were converted based on the exchange rates averaged in the current term. The difference of conversion so incurred was entered as other comprehensive income.

If the Company disposes of all equities of its foreign operating sites or disposes of some of the equities of the subsidiaries of its foreign operating sites and loses control or the retained equities following such disposal are financial assets handled according to the accounting policy for financial instruments, all accumulated differences of conversion that are relevant to the said foreign operating sites shall be recategorized as gains or losses.

If partial disposal of the subsidiaries of foreign operating sites does not lead to loss of control, accumulated differences of conversion will be calculated as part of the equity transactions proportionally yet they are not recognized as gains or losses. Under other circumstances where overseas operating institutions are partially disposed of, accumulated differences of conversion, on the other hand, are recategorized to gains or losses in proportion to the disposal.

(V) Inventories

Inventories include raw materials, supplies, finished goods and work in process. The inventory was measured at the lower of cost and net realizable value. In

148

comparison between the cost and realizable value, the individual items shall be taken as the grounds except inventory of the same categories. The term “net realizable value” as set forth herein denotes the balance of the selling price estimated under normal conditions deducted with the cost which is estimated to be invested till completion of manufacture and completion of sales. The cost of inventory was calculated in weighted average method.

(VI) Invested subsidiaries

The Company processed the investment in subsidiaries using the equity method.

The subsidiaries refer to the entities controlled by the Company (including structured entities).

Under the equity method, investment was recognized at the initial costs, which would be duly increased or decreased along with the profit and/or loss of the subsidiaries, and other shares of comprehensive income of the Company after the amounts on books were obtained later on. Additionally, the change in other equity of subsidiaries attributed to the Company was recognized pro rata to the shareholding percentages.

When the change in the ownership equity on a subsidiary of the Company does not result in a loss of control, it should be treated as an equity transaction. The difference between the book value of the investment and fair value of paid or collected consideration was directly recognized as equity.

In the event that the Company’s shares of loss in subsidiaries equal to or exceed its equity in the subsidiaries (including the book amount of investment in the subsidiaries in equity method and other long-term equity of the Company in the investment composition of the subsidiaries), the Company continued recognition of the further losses.

The portion obtained whose cost in excess of the share of recognizable net fair values of assets and liabilities in subsidiaries that the Company is entitled to on the day of acquisition will be listed as goodwill. Such goodwill is included as part of the book value of the specific investment and may not be amortized. When the share of recognizable net fair values of assets and liabilities in subsidiaries that the Company is entitled to on the day of acquisition exceeds the acquisition cost, on the other hand, the portion will be listed as income for the specific term.

149

When evaluating the impairment loss, the Company considered the units that yielded cash thoroughly based on the financial report and compared the collectable amount and book value thereof. Where the collectable amount of the assets increases subsequently, the amount is then reversed against balances of accumulated impairment losses. However, loss reversal should not be more than the carrying amount (net of depreciation or amortization) had the impairment loss not been recognized. Such loss in impairment should not be recovered in the subsequent period.

The Company, on the date on which it forfeited the control over subsidiaries, measured its remaining investment in the subsidiaries at fair value. The difference between the fair value of the remaining investment and the book amount of the investment on the date on which it forfeited the control as the current income. Meanwhile, the amount relevant to the subsidiaries recognized in other comprehensive income were managed on the accounting grounds same as the grounds which it should comply with if the Company directly disposed of the relevant assets or liabilities.

(VII)

The unrealized gains (losses) from downstream transactions between the Company and subsidiaries were written off in the parent company only financial report. For the profit or loss incurred in upstream and side-stream transactions between the Company and subsidiaries, the Company only recognized those within the scope irrelevant to the subsidiaries into the parent company only financial report. Property, plant and equipment

The property, plant and equipment were recognized at costs. Subsequently thereafter, they were measured at the amount of the costs deducted with depreciation and the loss in the accumulated impairment.

The property, plant and equipment under construction were recognized at the amount of the costs after deducting the loss in the accumulated impairment. The costs included fees incurred for professional services and costs of loan which were consistent with the conditions of capitalization. The samples generated when the said assets are being tested for whether or not they can function normally before they reach the expected use status are weighed by the lower of cost and net realized value. The sale price and cost are recognized under gains or losses. For those assets, depreciation started being amortized when those assets were completed to the extent of being ready for use and duly classified into the appropriate categories of property, plant and equipment.

150

Except own land, for which no depreciation would be provided, the other property, plant and equipment were depreciated and for each and every major part individually, on a straight-line basis within the useful years. The Company, at least at the end of each fiscal year, has the estimated durable life, residual value, and depreciation method reviewed, and also defers the effects of changes in applying accounting estimates.

When the property, plant, and equipment were written-off, the difference between the net proceeds from disposal and the book value of the asset is recognized in the profit and loss.

  • (VIII) Investment property

The investment property denotes such property held in an attempt to earn rent or capital increment or for the both purposes. The investment property also includes the land held for which the future purpose of use has not been resolved.

The investment property was measured at the initial costs (including transaction costs). Subsequently thereafter, it will be measured at the fair value. Changes of the fair value are recognized in the profit and loss when occurring.

When investment property is written off, the difference between the net proceeds from disposal and the book value of the asset is recognized in the profit and loss.

(IX) Intangible assets

1. Individually acquired

The intangible assets with limited useful life individually acquired were measured at costs. Subsequently, they were measured at cost deducted with the amount of accumulated amortization and the loss of the accumulated impairment. Intangible assets within the durability period are amortized on the straight-line basis. The Company reviews at least on the end date of each year the estimated durability period, residual value, and depreciation method and postpones impacts where changes in accounting estimates apply. Intangible assets with indefinite durability are recognized with the cost less cumulative impairment loss.

  1. Derecognition

When intangible assets are written off, the difference between the net proceeds from disposal and the book value of the asset is recognized in the profit and loss.

151

  • (X) Impairment of real estate properties, plants and equipment, right-of-use assets, and intangible assets-related assets

The Company evaluates on the date shown on each balance sheet whether there are any signs showing that real estate, plants, and equipment, right-of-use assets, and intangible assets might have been impaired. Where any sign of impairment was found to exist, the Company estimated the recoverable amount of such assets. In the event that the recoverable amount of individual assets could not be estimated, the Company estimated the recoverable amount of the units that yielded cash belonging to the assets. The common asset is amortized to each cash-generating unit in accordance with a consistent and reasonable sharing basis.

The intangible asset with indefinite useful years and not yet available for use should be tested for impairment at least annually or should be tested when there is an indication of impairment.

The recoverable amount denotes fair value deducted with the selling costs and the useful value, whichever is the higher. In the event that the individual asset or the recoverable amount of the units that yielded cash was found below the book value, such asset or the book value of the units that yielded cash was adjusted downward to the recoverable amount, with the impairment profit and loss recognized in profit and loss.

(XI) Financial instruments

The financial assets and financial liabilities were recognized onto the parent company only balance sheet when the Company became a party to the contract of the financial instruments.

Upon initial recognition of financial assets and financial liabilities, if the financial assets or financial liabilities were measured for fair values not through profit and/or loss, the Company measured based on the fair value plus the transaction costs, which could be directly attributed to the acquisition or issuance of the financial assets or financial liabilities. The transaction costs which could be directly attributed to the acquisition or issuance of such financial assets or financial liabilities, which were measured at the fair value, were imaginably recognized as the profit and/or loss.

  1. Financial assets

The transaction customs of the financial assets were recognized or derecognized on the transaction day accounting basis.

(1) Categories of measurement

152

The financial assets held by the Company include financial assets at fair value through profit or loss, financial assets measured at amortized cost, and investment in equity instruments at fair value through other comprehensive income.

A. The financial assets at fair value through profit or loss.

The financial assets at fair value through profit or loss refer to those measured at fair value through profit or loss compulsorily. The financial assets measured at fair value through profit or loss compulsorily include the investment in equity instruments not designated to be measured at fair value through other comprehensive income, and the investment in bond instruments not eligible to be categorized those at amortized cost or at fair value through other comprehensive income.

The financial assets at fair value through gains or losses were measured at fair value, and the gains or losses so incurred were recognized as other profit and loss. Please refer to Note XXVI for the determination of fair value.

  • B. Financial assets measured at amortized cost

Shall the financial assets invested by the Company meet the following two conditions on the same time, they are classified as financial assets carried at amortized cost:

  • a. Being held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

  • b. The contractual terms of the financial asset give rise, on specified dates, to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Upon the initial recognition, the financial assets measured at amortized cost (including cash and cash equivalents, accounts receivable measured at amortized cost, other accounts receivable, and refundable deposit) were measured at the amortized cost after the total book value decided using the effective interest method less any impairment loss. Any foreign currency exchange income was recognized as gains or losses.

153

Except in the following two circumstances, the interest revenue was calculated at the effective interest rate multiplying by the total book value of the financial assets:

  • a. For the purchased or originated credit-impaired financial assets, the interest revenue was calculated at the effective interest rate multiplying by the amortized cost of the financial assets upon credit adjustment.

  • b. For those other than purchased or originated credit-impaired financial assets, which, however, became the purchased or originated credit-impaired financial assets subsequently, the interest revenue was calculated at the effective interest rate multiplying by their amortized cost as of the next reporting period after the credit impairment.

The credit-impaired financial assets mean that issuers or debtors already suffered hard-up financial standing or default, or an event where a debtor was about to run into bankruptcy or proceed with financial reorganization, or the hard-up financial standing leading to loss of active market of the assets.

Cash equivalents include time deposits in high liquidity, which could be converted into cash of the specified amounts at any time within three (3) months from acquisition, with little risk in the change in values, intended to be used to satisfy the commitment in the short-term cash.

  • C. Investment in Equity Instruments at Fair Value through Other Combined Gains or Losses

However, the Company may choose at the time of original recognition to have the equity instrument investment not held for trading and not recognized by the acquirer in the business merger transaction or not with consideration measured at the fair value through other comprehensive income.

Investment in equity instruments at fair value through other comprehensive income are measured at fair value, and the subsequent movements of the fair value are measured in other comprehensive income, and accumulated in other equity. When disposing investments,

154

the accumulated profit/loss is transferred to the retained earnings directly without reclassified as profit/loss.

The dividends from the equity instruments at fair value through other comprehensive income are recognized in profit/loss when the right of receiving of the Company is confirmed, unless such dividends obviously represent the recovery of part of the investment.

(2) Impairment of financial assets and contract assets

At each date of balance sheet, the Company evaluates the impairment loss on financial assets (including accounts receivable) and contract assets based on the expected credit loss. The allowance losses on accounts receivable were all recognized based on the lifetime expected credit loss. For other financial assets, the credit risk is evaluated if there is any significant increase after the initial recognition. If not, the allowance loss is recognized based on the expected credit losses of 12 months; if there any significant increases, the allowance loss is recognized based on the expected credit losses of life time.

Expected credit losses as the weighted average of credit losses with the weightings being the respective risks of a default occurring. 12-month expected credit losses are expected credit losses that result from those default events on the financial instruments that are possible within 12 months after the reporting date. Lifetime expected credit losses are the expected credit losses that result from all possible default events over the life of the financial instruments.

The book value of all impairment losses on financial assets were reduced via the allowance account.

(3) Derecognition of financial assets

The Company only de-recognizes financial assets when the rights coming from the contract over cash flows of such assets are expired or financial assets are transfered and nearly all risks and rewards associated with the ownership of such assets have been transferred to another enterprise.

Where a financial asset measured at amortized cost was derecognized end masse, the difference between the book value and collected consideration was recognized into profit or loss. When fully

155

derecognizing the investment in equity instrument at fair value through other comprehensive income, the accumulated profit/loss is directly transferred to retained earnings, not to be reclassified as profit or loss.

2. Equity instruments

The liabilities and equity instruments issued by the Company were categorized as financial liabilities or equity based on the substance of the contract agreement and the definition of financial liabilities and equity instruments.

The equity instruments issued by the Company were recognized based on the acquisition price less direct issuing cost.

The Company’s own equity instruments re-acquired were derecognized and deducted under equity. The book value is calculated by the weighted average for the type of share and is calculated separately according to the cause of recovery. Acquisition, sale, issuance or cancellation of the Company's own equity instruments would not be recognized as income.

  1. Financial liabilities

  2. (1) Subsequent measurement

All financial liabilities are measured at amortized cost based on the effective interest, unless in the following circumstances: Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss refer to the financial liabilities held for trading.

The financial liabilities held for trading were measured at fair value, the interest so incurred recognized into the financial cost, and the other profit or loss so incurred from re-measurement recognized into other profit or loss.

Please refer to Note XXVI for the determination of fair value.

  • (2) Derecognition of financial liabilities

When de-recognizing financial liabilities, the difference between the book value and the consideration paid (including any transferred noncash assets or assumed liabilities) is recognized into profit or loss.

  1. Derivative financial instruments

156

The Company entered into forward foreign exchange contracts as their derivative financial instruments to manage their exposure to the foreign exchange rate risk.

Derivative financial instruments were initially recognized at fair value at the date the derivative financial instrument contracts were entered into and were subsequently remeasured to their fair value on the balance sheet date. The resulting profit or loss is stated into profit or loss immediately. Notwithstanding, when the derivative financial instruments which were designated and considered as effective hedging instruments should be recognized into profit or loss should be decided subject to the nature of hedging relationship. The derivatives with positive value were classified as financial assets. Those with negative value were classified as financial liabilities.

If the derivatives are embedded into the master contracts for assets falling in the scope under IFRS 9 “Financial Instruments,” the financial assets shall be classified based on the entire contracts. Embedded derivatives other than those embedded into the host contracts for assets falling in the scope under IFRS 9 (e.g. those embedded into the master contracts for financial liabilities) were treated as separate derivatives when they met the definition of a derivative, their risks and characteristics were not closely related to those of the host contracts, and the contracts were not measured at fair value through profit or loss.

(XII)

Provision for liabilities

The provision for liabilities was determined with the obligation risk and uncertainty taken into account, which is the best estimate of the obligation payable on the balance sheet date.

(XIII) Recognition of revenue

Upon identification of the performance obligation in the contract with customers, the Company amortized the transaction price to the performance obligations in the contract and recognized income upon fulfilling performance obligation of the contract.

If the Company signs multiple contracts with the same customer (or the customer’s related party) almost at the same time, the Company would treat them as one single contract, as the commitment about commodity or labor service under the contracts should be identified as single performance obligation.

157

For any contract providing the time interval between transfer of commodities or labor services and collection of consideration no more than one year, no adjustment would be made on the transaction price with respect to the financing component thereof.

Sales revenue

The sales revenue was generated from the sale of the electronic products, such as printed circuit boards. Upon arrival of products to the destination designated by customers, the customers have already owned the right to set the price and use the same and taken the responsibility for re-sale and borne the obsolescence risk; therefore, the Company recognized the revenue and accounts receivable at that moment.

As the ownership of processed products has not yet been transferred at the time of processing on order, no revenue would be recognized at that moment. (XIV) Lease

The Company evaluates if a contract is, or includes a lease on the date when the contract is established.

  1. The Company was the Lessor.

In the event that all risks and remuneration of the ownership of the assets based on the leasehold terms and conditions were transferred to the lessees in full, such assets were classified as financing leases. All other categories of leases were classified as operating leases.

Under the operating leases, the rent less the lease incentives was recognized into profit or loss based on the straight-line method in the duration of the leases. The initial direct cost arising from negotiating and arranging operating leases, was increased to the book value of the underlying assets, and recognized as expenditure on the straight-line basis over the lease period.

  1. The Company was the Lessee.

The lease payments applicable to the recognized waived low-valued underlying asset lease and the short-term lease are recognized as expenditure on the straight-line basis over the lease period. For all other leases, the right-of-use assets and lease liabilities are recognized from the starting date of leases.

The right-of-use assets were originally measured at the costs (including the original measured amount of lease liability); subsequently, they were measured at the costs deducting the accumulated depreciation and the accumulated impairment loss, and the re-measurement of the lease liability was adjusted. The

158

right-of-use assets were individually expressed in the parent company only balance sheets.

The right-of-use assets on the straight-line basis were depreciated from the starting date of lease until expiration of the useful years or the lease period, whichever earlier. If the ownership of underlying assets would be acquired upon expiration of the lease period, or the costs of right-of-use assets reflected the exercise of right of first refusal, the assets should be depreciated from the starting date of lease until expiration of the useful years.

The lease liabilities were measured based on the present value of the lease payment (including fixed payment and variable lease payment depending on any index or fees ). If the implied interest rate of a lease should be easy to be confirmed, the rate should be applied to discount the lease payment. Otherwise, the incremental the lessee’s loan rate of interest should apply instead.

Subsequently, the lease liabilities were measured at amortized cost using the effective interest method. The interest expenditure was also amortized within the lease period. If there was any change in the lease period or any index or fees determining the lease payments would result in changes of future lease payment, the Company re-measured the lease liabilities, and relatively adjusted the rightof-use assets; provided the book value of the right-of-use asset has decreased to zero, the remaining re-measured amount was recognized in the profit or loss. The lease liabilities are individually expressed in the parent company only balance sheets.

(XV) Cost of borrowings

The costs of loan for the assets that meet the essential requirement and directly attributable to the acquisition, construction, or production of assets is deem as part of the asset cost until all of the necessary activities completed for the assets to reach its intended use or sale state.

The income of a temporary investment with a specific loan that has not yet met the essential requirement of capital expenditure is deducted from the cost of loan that meets the essential requirements of capitalization.

In addition to the transaction stated in the preceding paragraph, costs of all other loans are recognized into profit and loss upon occurring.

(XVI) Government subsidies

159

The government subsidies would be recognized only if that it is strongly believed on reasonable grounds that the Company would comply with the conditions imposed on the government subsidies and such subsidies may be received affirmatively. Government subsidies concerning gains are recognized systematically as other income during the period where related costs they are meant to offset are recognized by the Company as expenses. The government subsidies for acquisition of non-current assets by the Company through procurement/construction or in any other manners should be debited into the book value of the non-current assets, and recognized into profit and/or profit within the useful years of the assets by reducing the depreciation or amortization expenses for the non-current assets.

If government subsidies are meant to compensate for incurred expenses or losses or for providing the Company with immediate financial support and are not associated with costs in the future, they are recognized as gains or losses during the collectible period.

(XVII) Employee benefits

  1. Short-term employee benefits

Short-term employee benefits related liabilities are the non-discounted amount prepaid in exchange for employee services.

  1. Benefits after severance/retirement

For pension under the defined contribution retirement plan, the amounts of pension to be contributed during the period in which employees provided services were recognized as expenditure.

The defined benefit costs under the defined benefit retirement plan (including the service costs, net interest, and re-measurement amount) were based on the actuary of projected unit credit method. The service costs (including current service costs), and net interest on the net defined benefit liabilities (assets) were recognized as employee benefit expenditure in the period they occur. The re-measurement amount (including actuarial profit and loss and projected ROA net of applicable interest) was recognized as other comprehensive income and stated as retained earnings at the time of realization, but would not be reclassified as income in subsequent periods.

The net defined benefit liabilities (assets) refer to the amount short (surplus) in the contribution under the defined benefit retirement plan. The net

160

defined benefit assets should not exceed the refund of the contributed fund or decrease the present value of contribution of fund in the future.

  1. Resignation benefits

The Company had resignation benefit liabilities recognized when the resignation benefit contract cannot be revoked or when recognizing the related reorganization cost (whichever is sooner).

(XVIII) Income tax

The income tax expenditure denotes the total of the income tax payable in the current term and the deferred income tax.

  1. Current income tax

The income tax imposed on undistributed earnings calculated as required by the Income Tax of the Republic of China is recognized for the year according to the resolution reached in the shareholders' meeting.

Adjustment of the prior years’ income tax is added to current income tax expenditure in the year the adjustment is made.

  1. Deferred income tax

Deferred income tax is computed in accordance with the temporary differences between book value of the assets and liabilities and the tax base for calculating the taxable income.

Deferred tax liabilities are generally recognized in accordance with all taxable temporary differences. Deferred tax assets are recognized when there are likely to have taxable income available for deductible temporary difference.

All taxable temporary differences relevant to the investment in subsidiaries were recognized as deferred income tax liabilities, unless the Company could control the time point of recovery of the control over the temporary difference, or said temporary difference would be very likely not recoverable in the foreseeable future. The deductible temporary differences associated with such investment were recognized as deferred income tax assets, to the extent that sufficient taxable income was available to realization of temporary differences and such differences were expected to be reversed in the foreseeable future.

The book value of the deferred income tax assets was reviewed anew on each and every balance sheet date. Aiming at such event where there would be very likely not adequate taxable income to recover the assets either in whole or

161

in part, the Consolidated Company adjusted downward the book value. Those which were not initially recognized as deferred income tax assets were also reviewed anew on each and every balance sheet date. The Consolidated Company, in turn, would adjust upward the book value in the future while there would be likely to yield taxable income to recover assets either in whole or in part.

The deferred income tax assets and liabilities were measured at the tax rates of that term. The said tax rate would be on the grounds of the tax rates and taxation laws, which had been enacted or had been substantially enacted as of the balance sheet date. The deferred income tax liabilities and assets were measured to reflect the Company for the taxation consequences of taxation for the book amounts of the assets and liabilities anticipated to be recovered or reimbursed as of the balance sheet date. Where the investment property measured at fair value is a non-depreciation asset, or the economic model as held would not be likely to consume almost all of the economic benefit from the assets over time, the Company would assume that the book value of the assets was recovered through sale.

  1. Current and deferred income tax

The current and deferred income tax was recognized into profit and/or loss. The current and deferred income tax relevant to the items, which were recognized in other comprehensive income or directly counted into the items of equity, was recognized into other comprehensive income or directly counted into equity respectively.

Where the current income tax or deferred income tax was generated from acquisition of any subsidiary, the income tax effect should be included into the invested subsidiary's accounting treatment.

V. Major sources of major accounting judgments, estimates and hypotheses of uncertainty

Where the Company adopted accounting policies, where the relevant information was found hardly available from other sources,

the management must come to relevant judgments,

estimates, and hypotheses based on historical experiences and other relevant factors. The actual consequences might differ from the estimates.

The management would continually review the estimates and fundamental hypotheses. In the event that the estimated amendment would only affect the current term,

162

it would be recognized in the term when the amendment was made. In the event that the amendment of the accounting estimates would simultaneously affect both the current and future terms, it would be recognized in the term when the amendment was made, and the future term.

Major sources of estimates and hypotheses of uncertainty

Estimated impairment of financial assets

The estimated impairment of accounts receivable is based on the Company’s hypotheses about the default rate and defaults loss rate. The Company took into consideration the historical experience, existing market conditions and forward-looking estimates to make the assumptions and select the inputs to the impairment calculation. For details of the key assumptions and inputs used, please refer to Note XXVI. If the actual cash flows in the future are less than the Company’s expectations, material impairment loss may occur.

VI. Cash and Cash Equivalents

Cash and Cash Equivalents
Cash on hand and working capital
Bank’s notes and current deposit
Cash equivalents (investment due
within three (3) months in the
date of initial maturity).
Bank time deposit
December 31, 2022
$ 785
3,111,482

14,546
$ 3,126,813
December 31, 2021






$ 865
1,476,067
13,032
$ 1,489,964

VII. Financial Instruments at Fair Value through Profit or Loss

Financial assets-current
At fair value through profit or loss
compulsorily
Derivatives (not under hedge
accounting)
-Forward foreign
exchange contracts
(1)
-FX swaps contracts
(2)
Subtotal
December 31, 2022
$ -

-
$ -
December 31, 2021 December 31, 2021




$ 3,024
6,172
$ 9,196

(To be continued)

163

(Continued)

December 31, 2022

December 31, 2021

Financial liabilities - Current

At fair value through profit or loss compulsorily Derivatives (not under hedge accounting) - Forward foreign exchange contracts $ 704 (1) $ - FX swaps contracts 4,204 - (2) - $ 4,908 $

(I) Outstanding forward foreign exchange contracts not applicable under hedge accounting on the balance sheet date are provided below:

December 31, 2022
Sold forward foreign
exchange contracts

December 31, 2021
Sold forward foreign
exchange contracts
Currency type
Sell USD/Buy
NTD
Sell USD/Buy
NTD
Maturity date
January 3, 2023 –
February 9, 2023
January 3, 2022 –
February 15, 2022
Contract amount (NTD
Thousand)
USD 40,000/NTD 1,227,696
USD24,000/NTD667,344

(II) The outstanding FX swaps contracts not under hedge accounting on the balance sheet date are stated as follows:

December 31, 2022
FX swap contracts

December 31, 2021
FX swap contracts
Currency type
Sell USD/Buy
NTD
Sell USD/Buy
NTD
Maturity date
January 31, 2023
January 28, 2022 –
February 25, 2022
Contract amount (NTD
Thousand)
USD44,000/NTD1,347,036
USD62,000/NTD1,722,332

The Company entered into forward foreign exchanges and FX swaps primarily in order to hedge against the risk arising from foreign currency assets and liabilities due to fluctuations in foreign exchange rate.

164

VIII. Notes receivable, accounts receivable and other accounts receivables

Accounts receivable
Measured at amortized cost
Total book value
Less: Allowance losses
Other receivables
Business tax refund receivable
Accounts receivable from sale of
scraps
Others
December 31, 2022
$10,272,103
(
81,663)
$10,190,440
$ 43,861
22,058

26,121
$ 92,040
December 31, 2021 December 31, 2021

(




(



$ 8,774,866

42,114)
$ 8,732,752
$ 38,375
22,255
683,196
$ 743,826

Notes receivable and accounts receivable

The Company’s average credit period for sale of commodities was 180 days. The notes and accounts receivable were collected without interest. Considering that the Company’s trading counterparts were primarily domestic/foreign renowned companies/entities with fair goodwill, no material credit risk was expected to arising therefor. Upon determination of the recoverability of notes and accounts receivable, the Company took into account and all changes in the quality of credit of the notes and accounts receivable during the period starting from the initial granting of the loan until the balance sheet date. Historical experiences have shown optimal recovery of notes and accounts receivable in most cases.

In order to mitigate the credit risk, on the balance sheet date, the Company would recheck on a case-by-case basis the recoverable amount of notes and accounts receivable to assure that for the notes and accounts receivable which were not recoverable, appropriate impairment loss has been duly amortized. Accordingly, the Company’s management held that the Company’s credit risks had been significantly reduced.

The Company recognized the allowance losses on notes and accounts receivable based on the lifetime expected credit loss. The lifetime expected credit losses were calculated using the reserve matrix, by considering the customers’ past default records and current financial position, industrial economic situations, as well as the recoverable amount. As the Company's credit loss history showed that there was no significant difference among the loss patterns of different customer bases, the reserve matrix didn’t further divide the customer bases, but only established the expected credit losses based on the number of days for which the notes and accounts receivable became overdue.

165

Where any evidence showed that the trading counterparts had severe financial difficulties, and it was impossible for the Company to reasonably expect the recoverable amount, e.g., the counterparts were under liquidation, the Company would write off the related notes and accounts receivables. However, the pursuit of recovery would be continued, and the amount recovered from such pursuit would be recognized as gains or losses.

The allowance loss on notes and accounts receivable measured by the Company based on the reserve matrix is stated as following:

December 31, 2022

Accounts receivable

Expected Credit Loss
(ECL) Rate
Total book value

Allowance losses
(lifetime expected
credit loss)

Amortized cost
Not overdue Overdue for
1~60 days
Overdue for
61~90 days
Overdue for
91~120 days
Overdue for
more than 120
days
Total

(
0.06%
$ 10,070,068


6,068)

$ 10,064,000

(
19.05%
$ 137,263


26,155)

$ 111,108

(
59.96%
$ 31,257


18,741)

$ 12,516

(
73.82%
$ 4,529


3,343)

$ 1,186

(
94.38%
$ 28,986


27,356)

$ 1,630

(
-
$ 10,272,103

81,663)
$ 10,190,440

December 31, 2021

Accounts receivable

Expected Credit Loss
(ECL) Rate
Total book value

Allowance losses
(lifetime expected
credit loss)

Amortized cost
Not overdue Overdue for
1~60 days
Overdue for
61~90 days
Overdue for
91~120 days
Overdue for
more than 120
days
Total

(
0.10%
$ 8,667,930


8,487)

$ 8,659,443

(
24.84%
$ 96,207


23,896)

$ 72,311

(
80.84%
$ 4,868


3,935)

$ 933

(
91.60%
$ 655


600)

$ 55

(
99.82%
$ 5,206


5,196)

$ 10

(
-
$ 8,774,866

42,114)
$ 8,732,752

The information about changes in allowance losses on accounts receivables is stated as following:

stated as following:
Balance - beginning of year
Add: Impairment loss provided
in the current year
Less: Reversal of impairment
loss in the current year
Balance - end of year
2022
$ 42,114
39,549
-
$ 81,663
2021



(
$ 89,980
-

47,866)
$ 42,114

The net amount of the total book value of accounts receivable overdue for more than 60 days from the beginning of year rose on December 31, 2022 by NTD 54,043 thousand and it resulted in the decrease in allowance losses by NTD 39,709 thousand as well. The net amount of the total book value of the accounts receivable that were past due

166

for 1 to 60 days on December 31, 2021 decreased by NTD 15,900 thousand and it resulted in the decrease in allowance losses by NTD 40,676 thousand.

IX. Inventories

Inventories
Finished goods
Work in process
Raw materials & supplies
Inventories in transit
December 31, 2022
$ 2,062,013
1,186,836
267,610

176,382
$ 3,692,841
December 31, 2021





$ 1,950,653
760,761
267,220

215,358
$ 3,193,992

Sales cost is defined as follows:

Sales cost is defined as follows:
Cost of inventory already sold
Loss on inventory devaluation
(gain from price recovery)
Income from the sale of scraps and
waste materials
Investment under equity method
Invested subsidiaries
Non-public/non-OTC companies
King Hsiang Investment
Co., Ltd.
Goldex Holding Limited
King Hsiang Investment Co., Ltd.
Goldex Holding Limited
2021
$ 23,468,373
(
16,027 )
(
206,159)
$ 23,246,187
December 31, 2021


$ 31,357
4,842,050
$ 4,873,407
and voting right
December 31, 2022
99.997%
100.000%
December 31, 2021
99.997%
100.000%

X. Investment under equity method

For the details about the invested subsidiaries held by the Company indirectly, please refer to Attachment 5.

167

XI. Property, plant and equipment

Self-use

Self-use
Cost
Balance as of January 1,
2022

Addition
Disposal
Reclassification

Balance as of December
31, 2022

Cumulative depreciation
and impairment

Balance as of January 1,
2022

Disposal
Depreciation
expenditure

Reclassification

Balance as of December
31, 2022

Net as of December 31,
2022

Cost
Balance as of January 1,
2021
Addition
Disposal
Reclassification

Balance as of December
31, 2021
Cumulative depreciation
and impairment
Balance as of January 1,
2021
Disposal
Depreciation
expenditure
Balance as of December
31, 2021
Net as of December 31,
2021
Own land Building Machinery &
equipment
Transportation
equipment
Office
equipment
Other
equipment
Unfinished
construction
and equipment
pending
acceptance
Total















$ 701,186

-
-

-

$ 701,186


$ -

-

-


-

$ -

$ 701,186

$ 701,186

-
-

-

$ 701,186

$ -

-

-

$ -

$ 701,186















$ 2,302,107

-
-


18,627

$ 2,320,734


$ 1,840,370

-

29,609


-

$ 1,869,979

$ 450,755

$ 2,296,387

-
-


5,720

$ 2,302,107

$ 1,812,637

-


27,733

$ 1,840,370

$ 461,737
$ 4,526,545

-
(
315,270 )

484,445

$ 4,695,720



$ 3,475,829

(
288,100 )

205,162

(
756)

$ 3,392,135

$ 1,303,585

$ 4,567,036

-
(
173,316 )

132,825

$ 4,526,545

$ 3,457,879

(
162,460 )

180.410

$ 3,475,829

$ 1,050,716
$ 34,957

-

-


289

$ 35,246



$ 16,766


-


4,148


-

$ 20,914

$ 14,332

$ 30,754

-
(
3,467 )

7,670

$ 34,957

$ 16,201

(
3,274 )

3,839

$ 16,766

$ 18,191
$ 65,029

-
(
2,379 )

2,364

$ 65,014



$ 43,380

(
2,307 )

5,038

(
265)

$ 45,846

$ 19,168

$ 61,259

-
(
6,245 )

10,015

$ 65,029

$ 45,440

(
6,191 )

4,131

$ 43,380

$ 21,649
$ 717,839

-
(
68,080 )

171,116

$ 820,875



$ 584,677

(
67,425 )

76,826


756

$ 594,834

$ 226,041

$ 948,979

-
(
300,035 )

68,895

$ 717,839

$ 824,030

(
299,901 )

60,548

$ 584,677

$ 133,162



















$ 73,873

697,564

-

(
709,753)

$ 61,684


$ -


-

-


-

$ -

$ 61,684

$ 27,536

287,971

-

(
241,634)

$ 73,873

$ -


-


-

$ -

$ 73,873
$ 8,421,536
697,564
(
385,729 )
(
32,912)
$ 8,700,459

$ 5,961,022
(
357,832 )

320,783
(
265)
$ 5,923,708
$ 2,776,751
$ 8,633,137
287,971
(
483,063 )
(
16,509)
$ 8,421,536
$ 6,156,187
(
471,826 )

276,661
$ 5,961,022
$ 2,460,514

There was no sign of impairment in 2022. Therefore, the Company didn’t recognize or reverse impairment loss.

Depreciation expenditure is appropriated in accordance with the straight line method and the useful years illustrated below:

the useful years illustrated below:
Building
Main building of plant 11~55 years
Electromechanical & power
equipment
5~11 years
Engineering system 3~25 years
Others 5~15 years
Machinery & equipment 2~14 years
Transportation equipment 3~9 years
Office equipment 3~11 years
Other equipment 1 year ~13 years

Please refer to Note XXVIII for the self-use property, plant and equipment offered as collateral of loans.

168

XII. Lease Agreement (I) Right-of-use assets

(I) Right-of-use assets
(II) Item
Cost
Balance as of January 1, 2022
Addition
Balance as of December 31,
2022
Cumulative depreciation and
impairment
Balance as of January 1, 2022
Depreciation expenditure
Balance as of December 31,
2022
Net as of December 31, 2022
Cost
Balance as of January 1, 2021
Addition
Balance as of December 31,
2021
Cumulative depreciation and
impairment
Balance as of January 1, 2021
Depreciation expenditure
Balance as of December 31,
2021
Net as of December 31, 2021
Lease liabilities
Book value of lease liabilities
Current
Noncurrent
Machinery &
equipment
$ 142,117

1,758
$ 143,875
$ 102,525

13,666
$ 116,191
$ 27,684
$ 128,458

13,659
$ 142,117
$ 89,791

12,734
$ 102,525
$ 39,592
December 31, 2022
$ 9,124
$ 3,110
Total
$ 142,117

1,758
$ 143,875
$ 102,525

13,666
$ 116,191
$ 27,684
$ 128,458

13,659
$ 142,117
$ 89,791

12,734
$ 102,525
$ 39,592
December 31, 2021


$ 13,224
$ 12,190

The range of discount rates for the lease liabilities is stated as following: December 31, 2022 December 31, 2021 Machinery & equipment 1.38%~2.68% 1.38%~2.68%

169

  • (III) Major lessee activities and terms and conditions

The Company rented certain energy-conservation equipment and water quality monitoring systems. The lease periods were 10 years and 3 years, respectively. Upon expiration of the lease period, the lease objects would be transferred to the Company unconditionally. Among the other things, the energy-conservation equipment lease contract provided that the lease payment should vary depending on the specific percentage of the energy-conservation amount on a monthly basis.

  • (IV) Other information about the lease
Other information about the lease
Short-term lease expenditure
Low-value asset lease
expenditure
Total amount of cash (outflow)
from lease
2022
$ 246
$ 6,340
$ 21,524)
2021


(


(
$ 364
$ 6,437
$ 23,559)

XIII. Investment property

Investment property
Balance at start of term
(Loss) Profit from changes in fair
value
Balance – end of period
December 31, 2022
$ 577,900
(
1,700)
$ 576,200
December 31, 2021

(


$ 577,000
900
$ 577,900

The investment property was measured at fair value on a recurring basis. The evaluation basis for the fair value thereof is stated as following:

External appraisal service December 31, 2022
$ 576,200
December 31, 2021 December 31, 2021
$ 577,900

The fair values of any investment property amounting to more than NTD 300 million on December 31, 2022 and 2021 were appraised by Appraiser Chiu Hsiang-Ling from CCSI Real Estate Joint Appraisers Firm, who held the real estate appraiser qualification in the R.O.C., on the same dates respectively.

Except undeveloped land, the fair value of investment property was evaluated under the income approach. The important hypotheses thereof are stated as following. When the projected future net cash inflow increased or discount rate declined, the fair value would increase therefor.

170

Projected future cash inflow
Projected future cash outflow
Projected future net cash inflow
Discount rate
December 31, 2022
$ 843,500
267,300
$ 576,200
2.345%
December 31, 2021 December 31, 2021





$ 851,900
274,000
$ 577,900
1.72%

The rent prevailing in the area where the investment property was located was about NTD 0.506 thousand per ping , while that for any comparable object on the market was about NTD 0.515 thousand~ NTD 0.601 thousand per ping (1 ping = 3.305785 m[2] ) .

The projected future cash inflow from investment property included rent revenue and deposit interest revenue less loss from idle assets. The rent income is evaluated based on the rent prevailing locally or that for any comparable object on the market, with any overestimated or underestimated comparable objects excluded, and also based on the growth rate of the future rent. The income analysis period is estimated to be five years. The deposit interest income is estimated based on one-year time deposit interest rate. The loss from idle assets is estimated based on 1.5-month rent income plus deposit interest income. The projected future cash outflow from investment property included the expenditures, such as land value tax, house tax, insurance premium, management expense, maintenance expense, replacement appropriation fee, depreciation expense, disposal expense and estimated land value increment tax. Such expenditures were estimated based on the current expenditure level and by taking into consideration the adjustment on the current land value announced in the future, and tax rate prescribed by house tax regulations.

The discount rate is decided based on the two-year time deposit interest rate published by Chunghwa Post Co., Ltd. plus 0.875%.

XIV. Other intangible assets

Other intangible assets
Computer software December 31, 2022
$ 34,922
December 31, 2021
$ 16,394

Amortization expense was appropriated on a straight-line basis within 1~5 useful years. Summarization of amortization expenses by functions:

Operating cost
Operating expenditure
R&D expense
2022
$ 11,757
571
377
$ 12,705
2021




$ 9,177
88
89
$ 9,354

XV. Other assets

171

XVI.
(I)
Current
Advance payment
Drawdown by employees
Noncurrent
Refundable deposit
Loan
Short-term loans
Secured loans(Note XXVIII)
Bank loans
Unsecured loans
Line of credit loans
December 31, 2022
$ 1,089

614
$ 1,703
$ 1,218
December 31, 2022
$ 89,108
490,000
$ 579,108
December 31, 2021 December 31, 2021
$ 10,926

1,150
$ 12,076
$ 1,415
December 31, 2021




$ 13,524
350,000
$ 363,524

Revolving bank loan interest rate was 1.110%–3.848% and 0.782%–1.152% on December 31, 2022 and 2021, respectively. (II) Long-term loans

Long-term loans
Secured loans(Note XXVIII)
Mega International
Commercial Bank (1)
Mega International
Commercial Bank (2)
KGI Bank (3)
Subtotal
Unsecured loans
CTBC (4)
Jih Sun International Bank (5)
E.SUN Bank (6)
Syndicated banks including
Taipei Fubon Bank (7)
Syndicated banks including E.
Sun Bank (8)
Subtotal
Less: The part entered as due
long-term borrowings
within one year
Long-term loans
December 31, 2022
$ 430,000
-

360,000

790,000
200,000
300,000
100,000
700,000
1,250,000
2,550,000

-
$ 3,340,000
December 31, 2021












$ -
430,770
250,000
680,770
200,000
-
-
-
-
200,000
53,846
$ 826,924
  1. Land and buildings are set as the collaterals for secured borrowings. NTD 430,000 thousand out of the total value of NTD 900,000 thousand has been

172

drawn down. The borrowing period was from July 8, 2022 to July 8, 2025. The cyclic drawdowns were based on request forms. As of December 31, 2022, the effective annual interest rate was 1.8%.

  1. Land and buildings are set as the collaterals for secured borrowings. The total value of NTD 700,000 thousand has been drawn down in full. The borrowing period began on September 6, 2019 and ended on September 6, 2024, with interests paid on a monthly basis. From the date of the first drawdown, the first term was up to the end of the first 24 months and each term thereafter consists of 3 months. The borrowings are to be paid in installments over a total of 13 terms. The loans were already repaid in full earlier in July 2022. As of December 31, 2021, the effective annual interest rate was 1.2%.

  2. Land and buildings are set as the collaterals for secured borrowings. NTD 360,000 thousand out of the total value of NTD 500,000 thousand has been drawn down. The borrowing period was from April 30, 2017 to April 30, 2024. Prior to expiration, the borrowing period had been extended to January 26, 2025. The line of credit was reduced by NTD 100,000 thousand at the end of 18, 24 and 30 months, respectively, from the date of extension. All the remaining limits decreased and canceled at the end of 36 months. It has been drawn down cyclically within 3 years since January 26, 2022, with interests paid on a monthly basis, and will be paid off at once upon maturity. Until December 31, 2022 and 2021, the effective annual interest rates were 1.849–1.862% and 1.288%, respectively. The quarterly consolidated financial ratios on the loans during the effective term were subject to the following restrictions: The total of cash and cash equivalents and EBITDA (net income, income tax expense, financial costs (interest expenses), depreciation expenses and amortization expenses in the long-term loan, current portion should stay more than 120% (inclusive).

  3. For credit-based borrowings, totaling NTD225,000 thousand, NTD200,000 thousand has been drawn down; the borrowing period was from November 23, 2021 to November 23, 2023. The borrowing period had been extended to July 15, 2024 for the current term. Since the date of borrowing, the interest should be accrued, subject to the balance of loan, at the interest rate agreed on the loan on a monthly basis. The principal should be repaid in a lump sum when matured. As of December 31, 2022 and 2021, the effective annual interest rates were 1.69% and 1.10%, respectively.

173

  1. Credit-based borrowings, totaling NTD 300,000 thousand, have been drawn down in full; the borrowing period was from July 20, 2022 to June 14, 2024. Since the date of borrowing, the interest should be accrued, subject to the balance of loan, at the interest rate agreed on the loan on a monthly basis. The principal should be repaid in a lump sum when matured. As of December 31, 2022, the effective annual interest rate was 1.561%.

  2. For credit-based borrowings, totaling NTD 300,000 thousand, NTD 100,000 thousand has been drawn down; the borrowing period was from October 14, 2022 to October 14, 2025. The cyclical drawdowns were based on request forms. As of December 31, 2022, the effective annual interest rate was 1.7%.

  3. For syndicated loan-based borrowings, totaling NTD 1,440,000 thousand, NTD 700,000 thousand has been drawn down; the borrowing period was from December 20, 2022 to December 20, 2025. It has been drawn down cyclically within 3 years, with interests paid on a monthly basis. As of December 31, 2022, the effective annual interest rate was 2.004%. Annual consolidated financial ratios on the said borrowings during the borrowing period are subject to the following restrictions: The current ratio remains at least 100%. The financial liabilities (less cash and cash equivalents) defined under the loan agreement in the net value of tangible assets should stay less than 110%. The interest coverage ratio (Earnings before interest, taxes and amortization of depreciation) should stay more than 2.5 times. The net value of tangible assets should stay more than NT$6,200,000 thousand.

  4. The syndicated loans, totaling NTD 1,250,000 thousand, have been drawn down in full. The loans were effective from October 14, 2022 to February 5, 2024 for cyclic drawdowns within a period of 3 years and the principal is to be paid off at once upon maturity. As of December 31, 2022, the effective annual interest rate was 1.817%. The restrictions imposed on the financial ratios thereof were the same as those applied to the loans from syndicated banks including Taipei Fubon Bank (7).

174

(III) Long-term notes and bills payable

Long-term notes and bills payable
E-Sun Syndicated Loan -
Guaranteed Issuance of
Promissory Notes
Less: Unamortized discount
(stated as prepayments)
December 31, 2022
$ -

-
$ -
December 31, 2021



(
$ 1,250,000

3,378)
$ 1,246,622

The Company signed a joint loan contract with syndicated banks such as E- Sun Bank on January 18, 2021. The line of credit for Item A of the said syndicated loan was NTD 625,000 thousand and that for Items B and C totaled no more than NTD 1,250,000 thousand. The loan had to be drawn down within three months after the date the contract was signed. In failure to do so, the date of the first drawdown will be the end of the three months after the contract was signed. The loan given out under Item A, in particular, could be drawn down cyclically within three years after the date of the first drawdown. The end of 24 months after the date if the first drawdown was the first term. Thereafter, every six months made a term and the line of credit was reduced gradually over three terms; it was reduced by 20% for Term 1 and Term 2, respectively, and 60% for Term 3. Meanwhile, the principal was paid off at once upon expiration of the borrowing period. The loan given out under Item B could be drawn down cyclically within three years after the date of the first drawdown and the principal was paid off at once upon expiration of the borrowing period. The guaranteed line of credit for Item C could be used cyclically within three years after the date of the first drawdown. The Company is to issue the promissory notes (stated as long-term notes and bills payable) and various payment obligations are to be fulfilled for the value shown on each note by the given maturity date. The financial ratio restrictions for the syndicated loan were the same as those applied to borrowings from the syndicated banks including E. Sun Bank (7).

E-Sun syndicated loan – guaranteed issuance of promissory notes were issued under Item C of the Company syndicated loan, with a contract underwriting period of 5 years; the loan period, however, may not be exceeded. As of December 31, 2021, the effective annual interest rate was 1.134%.

The loan criterion for Item B is listed as long-term borrowings starting from October 14, 2022 for the current term.

175

XVII. Accounts Payable

XVII. Accounts Payable
XVIII.
XIX.
Accounts payable
Generated from operations
Other liabilities
Current
Other payables
Salary and bonus payable
Repairs and maintenance payable
Processing fees payable
Equipment accounts payable
Consumables payable
Commission payable
Pension fund payable
Interest payable
Damages payable
Others
Other liabilities
Noncurrent
Other liabilities
Guarantee deposit received
Liability reserve
Current
Short-term liability reserve for
sales returns and allowances
December 31, 2022
$ 7,869,323
December 31, 2022
$ 825,500
185,914
47,228
213,413
21,695
150,561
10,363
3,210
159,041

130,360
$ 1,747,285
$ 154,553
$ 859
December 31, 2022
$ 216,823
December 31, 2021
$ 6,434,435
December 31, 2021
$ 606,137
159,055
33,827
129,248
24,420
96,512
11,251
341
164,844

126,489
$ 1,352,124
$ 77,032
$ 859
December 31, 2021
$ 167,544

The sales returns and allowances were provided based on the amount estimated

according to historical experience, the management’s judgment, and other critical factors. The provision should be debited into the operating revenue in the year in which the related goods were sold.

XX. Post-retirement Benefit Plans

  • (I) Defined contribution plans

The Company applied the retirement system under the “Labor Pension Act”, which was identified as the defined contribution plan managed by the government. Under the plan, the Company contributed 6% of each employee's salary to the personal account maintained at the Bureau of Labor Insurance on a monthly basis.

  • (II) Defined benefit plan

176

The pension system implemented by the Company based on the “Labor Standards Act” is a defined benefit plan managed by the government. The pension benefits a participant receives were determined based on an employee’s number of years of service and average compensation for the six-month period prior to retirement. The Company has an amount equivalent to 2% of the total monthly salary of employees appropriated and deposited in the specific account with Bank of Taiwan in the name of Labor Pension Reserve Committee. Before the end of the fiscal year, if the pension account balance is insufficient to pay for the employees expecting to retire in the following year, the spread amount should be deposited in a lump sum before the end of March in the following year. The special account has been commissioned to the Bureau of Labor Fund of the Ministry of Labor Affairs for management. The Company exercises no influence on the right of the Bureau in its investment management strategy.

The amount of defined benefit plan recognized in the parent company only balance sheet is shown below:

balance sheet is shown below:
Present value of the defined
benefit obligations
Fair value of the planned assets
Shortfall in contribution
Limit of assets
Net defined benefit liabilities
December 31, 2022
$ 340,553
(267,452)
73,101

-
$ 73,101
December 31, 2021

(


$ 417,249
216,569)
200,680
-
$ 200,680

The net defined benefit liabilities show the following changes:

Balance as of January 1, 2022

Service cost
Service cost in
current period
Interest expenses (revenue)

Recognized into profit and/or
loss

Re-measurement amount
ROE on planned
assets (except the
amount of net interest)
Actuarial losses
Present value
of the defined
benefit
obligations
$ 417,249

1,006

2,086


3,092

-

Fair value of
the planned
assets
($ 216,569)

-
(
1,148)

(
1,148)

(
16,859 )
Net defined
benefit
liabilities



$ 200,680
1,006

938

1,944
(
16,859 )

(To be continued)

177

(Continued)

-changes in
financial
assumptions

-adjustment through
experience

Recognized into other
comprehensive income

Contributed by employer
Benefits paid

Exchange rate impacts

Balance as of December 31,
2022

Balance as of January 1, 2021

Service cost
Service cost in
current period
Interest expenses (revenue)

Recognized into profit and/or
loss

Re-measurement amount
ROE on planned
assets (except the
amount of net interest)
Actuarial losses
-change in the
assumption of the
census
-changes in
financial
assumptions
-adjustment through
experience

Recognized into other
comprehensive income

Contributed by employer
Benefits paid

Balance as of December 31,
2021
Present value
of the defined
benefit
obligations
( $ 37,258 )
(
27,946)

(
65,204)

-

(
14,584 )

-

$ 340,553

$ 466,631

971

1,986


2,957

-

9,975
-
(
51,734)

(
41,759)

-

(
10,580)

$ 417,249
Fair value of
the planned
assets
$ -


-

(
16,859)

(
47,460 )

14,584

-

($ 267,452)

($ 197,451)

-
(
1,048)

(
1,048)

(
2,402 )
-
-

-

(
2,402)

(
26,248 )

10,580

($ 216,569)
Net defined
benefit
liabilities
( $ 37,258 )
(
27,946)
(
82,063)
(
47,460 )
-

-
$ 73,101
$ 269,180
971

938

1,909
(
2,402 )
9,975
-
(
51,734)
(
44,161)
(
26,248 )

-
$ 200,680

178

The recognized loss of defined benefit plans by function is summarized below:

Summarization by functions
Operating cost
Promotional expenditure
Operating expenditure
R&D expense
2022
$ 1,387
107
165
285
$ 1,944
2021




$ 1,359
105
168
277
$ 1,909

Through the retirement system under the “Labor Standards Law”, the Company was exposed to the following risks:

  1. Investment risk: The Bureau of Labor Fund of the Ministry of Labor Affairs uses the labor pension fund for investment in domestic and foreign equity securities and debt securities, and as bank deposits through proprietary trade or commissioned third parties. However, the amount attributable to the Company's planned asset of the business combination shall not fall below the interest rate offered by the banks in the regions or countries of investment for 2-year time deposit as return.

  2. Interest rate risk: The decrease of the interest rate of government bonds will cause the present value of the defined benefit obligations to go up; however, the return on the debt of the plan assets will go up too; therefore, they will mutually offset the impact on the net defined benefit liabilities.

  3. Salary risk: The calculation of the present value of defined benefit obligation is based on the salaries of the members in the plan of the future. As such, an increase of the salaries of the members of the plan is bound to increase the present value of defined benefit obligation.

The present value of the defined benefit obligation is calculated by qualified actuaries, and the material assumptions on the measurement date are as follows:

Discount rate
Anticipated increase in salaries
December 31, 2022
1.50%
2.000%
December 31, 2021
0.5%
2.000%

179

In case of reasonable and possible change in the major actuarial assumptions, and other assumptions remained unchanged, the amount of increase (decrease) in the present value of defined benefit obligation will be:

Discount rate
Increase by 0.25%
Decrease by 0.25%
Anticipated increase in salaries
Increase by 0.25%
Decrease by 0.25%
December 31, 2022
($ 8,467)
$ 8,791
$ 8,578
($ 8,303)
December 31, 2021 December 31, 2021




($ 11,434)
$ 11,901
$ 11,515
($ 11,123)

Actuarial assumptions may be inter-related. The possibility of change in specific assumption is not high. Said sensitivity analysis may not be able to reflect the actual change in the present value of defined benefit obligation.

Amount projected for
appropriation in 1 year
Average maturity of defined
benefit obligation
December 31, 2022
$ 25,688
10.1 years
December 31, 2021 December 31, 2021
$ 26,032
11.1 years

XXI. Equity

(I) Capital Stock Common shares

Common shares
Authorized shares (thousand)
Authorized capital
The number of issued and
outstanding shares with paid-
in capital (thousand shares)
Issued and outstanding share
capital
December 31, 2022

750,000
$ 7,500,000

491,839
$ 4,918,391
December 31, 2021






750,000
$ 7,500,000
546,488
$ 5,464,879

The stocks retained for employee stock warrants from the authorized capital stocks totaled 40,000 thousand shares.

In order to adjust the capital structure and to improve the return on shareholder equity, the Company decided through its general shareholders’ meeting on June 8, 2022 to return the share amount through capital reduction worth NTD 546,488 thousand, with 54,649 thousand shares canceled, that is, a capital reduction rate of 10%. The paid-in capital stock after capital reduction came to NTD 4,918,391 thousand, with the paidup number of shares being 491,835 thousand. The above-said capital reduction was

180

filed and took effect through the Tai-Zheng-Shang-(I)-Zi No. 1111803141 letter dated July 12, 2022 from the Financial Supervisory Commission and it was approved by the Board of Directors that July 15, 2022 would be the base date for capital reduction. Change registration was completed on August 4, 2022 and the base date for swap of shares through capital reduction was September 16, 2022.

(II) Capital reserve

Capital reserve
December 31, 2022 December 31, 2021
It can be applied for making
losses, cash distribution, or
capitalization(1)
Premium in stock issuance $ 968,615 $ 968,615
Transaction of treasury stocks 97,407 84,814
Corporate bond conversion
premium 141,359 141,359
Coupon rate for release of
corporate bond 11,715 11,715
Donated assets
71

71
$ 1,219,167 $ 1,206,574
  • (1) Such additional paid-in capital can be used to make up for losses, and, when the Company suffers no loss, can be applied for cash distribution or capitalization. However, it is limited to a certain percentage of the annual paid-in capital for the purpose of capitalization.

(III) Retained Earnings and Dividend Policy

The Company already approved the revisions made to the Articles of Association in its general shareholders’ meeting on June 8, 2022. If there is a surplus after account settlement of the fiscal year, the Company shall pay applicable taxes and cover loss carried forward, followed by the allocation of 10% of the remainder as legal reserve, and appropriate special reserve or reverse special reserve. If there is still a balance, it will be pooled up with the undistributed earnings carried forward from previous years for distribution as dividend under a motion proposed by the Board subject to the final approval in a general shareholders’ meeting. Please refer to Note XXII (VIII) “Remuneration to Employees and Directors” for the policy for distribution of remuneration to the employees and directors under the Articles of Association.

The Company’s dividend policy takes the long-term business growth and investment projects into consideration, and also attends to a robust financial structure. The Board of Directors is required to propose a motion for allocation of earnings. The dividends will be distributed in the form of stock dividend or cash dividend adequately

181

subject to the future funding needs and level of dilution of capital stocks. Among other things, the cash dividend shall be no less than 10% of the total distribution for the current year.

The legal reserve should be contributed until its balance reaches the Company’s total paid-in capital stock. The legal reserve can be appropriated to cover previous losses. Where the Company did not operate at a loss, the part of the legal reserve in excess of 25% of the paid-in capital could be taken as capital and may be allocated in cash as well.

The Company has special reserve appropriated and reversed in accordance with the Jin-Guan-Zheng-Fa-Zi No. 1010012865 Letter, Jin-Guan-Zheng-Fa-Zi No. 1010047490 Letter, Jin-Guan-Zheng-Fa-Zi No. 1030006415 and “Appropriation of Special Reserve Q&A after the Adoption of International Financial Reporting Standards (IFRSs).”

The Company’s 2021 and 2020 earnings distribution proposals are as follows:

Legal reserve
Cash dividend
Cash assigned with capital
reserve
Cash dividend per share (NTD)
2021
$ 296,218
$1,202,274
$ -
$ 2.2
2020






$ 167,997
$ 546,488
$ 273,244
$ 1.5

The cash dividends mentioned above were approved through the Board of Directors meetings on March 21, 2022 and March 22, 2021, respectively, to be distributed and earnings distribution items were decided through the general shareholders’ meetings on June 8, 2022 and July 20, 2021, respectively, too.

The 2021 earnings distribution proposal to be stipulated on March 9, 2023 by the Company’s Board of Directors is as follows:

the Company’s Board of Directors is as follows:
Legal reserve
Cash dividend
Cash dividend per share (NTD)
2022


$ 463,353
$ 1,721,437
$ 3.5

182

(IV) Other equities

  1. Exchange differences from conversion of financial reports of overseas operating

  2. entities

entities
Balance at start of term
Incurred for the current
term
Conversion
differences of
overseas operating
entities
Other comprehensive
profits or losses of
current term
Balance – end of period
2022
( $ 27,260 )
18,825
18,825
($ 8,435)
2021
( $ 12,702 )
(14,558)
(14,558)
($ 27,260)
  1. Unrealized gains or losses from financial assets measured at fair value through other combined gains or losses
other combined gains or losses
Balance at start of term
Other comprehensive
profits or losses of
current term
Balance – end of period
2022
( $ 10,570 )

-
($ 10,570)
2021
( $ 10,570 )

-
($ 10,570)
  1. Real estate properties revaluation surplus
Balance at start of term
Balance – end of period
Treasury stock
Causes of Redemption
Number of shares as of January
1, 2021
Number of shares as of
December 31, 2021
Number of shares as of January
1, 2022
Decrease for the current term
Number of shares as of
December 31, 2022
2022
$ 295,781
$ 295,781
The stocks of parent
company held by the
subsidiaries
(thousand shares)

5,724

5,724
5,724

573

5,151
2021
$ 295,781
$ 295,781
Total (thousand
shares)






5,724
5,724
5,724
573
5,151

(V) Treasury stock

183

Information on shares of the Company held by the subsidiaries as of the balance sheet date is provided as follows:

Name of subsidiary
December 31, 2022
King Hsiang Investment
Co., Ltd.
December 31, 2021
King Hsiang Investment
Co., Ltd.
Shares
(thousand)
5,151

5,724
Book value
$ 447,139

$ 435,005
Market price Market price


$ 447,139
$ 435,005

The Company’s treasury stocks may not be pledged in accordance with the Security and Exchange Law, and no privilege of dividend and voting right may be vested in them. The stocks of the Company held by the subsidiaries were treated as Treasury Stock and entitled to the rights vested in shareholders except for the privilege of cash capitalization and voting right. The Company decided to organize capital reduction in cash on July 15, 2022, the base date; the treasury stock, in particular, dropped by 573 thousand shares.

XXII. Net profit from continuing operating units

(I) Net miscellaneous income (or expenses/losses)

Other gains
Other expenses and losses
2022
$ 107,611

89,677)
$ 17,934
2021

(

(
(
$ 78,828

81,674)
$ 2,846)

(II) Interest income

Interest income
Bank deposit
Other (Note XXVII)
2022
$ 40,849
4,384
$ 44,233
2021




$ 5,075
21,840
$ 26,915
  • (III) Other income
Other income
Rent revenue
Other income - Other
2022
$ 2,613
37,497
$ 40,110
2021




$ 2,610
38,288
$ 40,898

184

(IV) Other gains (or losses)

(IV)
Other gains (or losses)
2022
2021
(Loss) Gain from financial
assets and financial
liabilities
Financial assets and
financial liabilities
compulsorily measured
at fair value through
profit or loss
( $ 231,796 )
$ 55,081
Net gain (or loss) from foreign
currency exchange
370,643
(
90,576 )
Loss on disposal of property,
plant and equipment
(
22,455 )
(
8,829 )
(Loss) Gain from fair value
adjustment of investment
property
(
1,700 )
900
Others
(
242)
(
110)
$ 114,450
($ 43,534)
(V)
Financial cost
2022
2021
Bank loan interest
$ 43,397
$ 29,171
Interest of lease liabilities
167
420
Other interest expenses
8
4
Less:
The amount of the
cost of assets meeting
requirements
(
972)
(
454)
$ 42,600
$ 29,141
The information related to capitalization of interest is stated as following:
2022
2021
Amount of capitalization of
interest
$ 972
$ 454
Interest rate of capitalization of
interest
1.37%
1.29%
(VI)
Depreciation and amortization
2022
2021
Summarization of the
depreciation expenses by
functions
Operating costs
$ 312,885
$ 270,761
Operating expenses

21,564

18,634
$ 334,449
$ 289,395
2021
$ 55,081
(
90,576 )
(
8,829 )
900
(
110)
($ 43,534)
2021
$ 454
1.29%
2021


$ 270,761
18,634
$ 289,395

185

2022 2021
Summarization of the
amortization expenses by
functions
Operating costs $ 11,757 $ 9,177
Operating expenses 948 177
$ 12,705 $ 9,354
(VII) Employee benefits expenditure
2022 2021
Post-employment benefits
Defined contribution plan $
70,056
$ 70,091
Defined benefit plan
(Note XX)

1,944
72,000

1,909
72,000
Resignation benefits 1,394 23
Other employee benefits 2,619,777 2,241,117
Total of employee benefits
expenses $ 2,693,171 $ 2,313,140
Summarization by functions
Operating costs $ 1,964,494 $ 1,691,814
Operating expenses 728,677 621,326
$ 2,693,171 $ 2,313,140

(VIII) Remuneration to employees and that to directors

According to the Articles of Association, no less than 5%~10% and no more than 1% of the net profit before tax before deduction of the remuneration to employees and directors for the current year should be distributed to employees and directors, respectively. The decisions made by the Board of Directors on March 9, 2023 and March 21, 2022, respectively, regarding the remuneration to employees and that to directors for 2022 and 2021, respectively, are given below:

Estimated ratio

Estimated ratio
Remuneration to employees
Remuneration to directors
Amount
Remuneration to employees
Remuneration to directors
2022
5.96%
0.86%
2022
$ 334,000
$ 48,000
2021
6.53%
0.95%
2021


$ 240,000
$ 35,000

186

If there is still change to the value after the date when the annual individual financial statement is approved and released, it is handled as changes in accounting estimates and will be adjusted and booked in the following year.

For information on the remuneration to employees and that to directors decided by the Board of Directors, please visit the Market Observation Post System of Taiwan Stock Exchange.

(IX) Gains (Losses) from foreign currency exchange

Total profit of exchange in
foreign currencies
Total loss of exchange in
foreign currencies
Net profit (loss)
2022
$ 1,477,534
1,106,891)
$ 370,643
2021

(

(
(
$ 270,197

360,773)
$ 90,576)

XXIII Income tax for continuing operations

(I) Income tax recognized under gains or losses

Main components of income tax expenditure are as follows:

Income tax for the year
Those yielded in the
current period
Undistributed earnings
levied
Adjustment of
previous year(s)
Others
Deferred income tax
Those yielded in the
current period
The income tax expenses
recognized into profit and/or
loss
2022
$ 365,205
71,418
35,008
1,148
472,779
184,105
$ 656,884
2021




$ 255,190
38,089
(
23,278 )

5,086
275,087
198,373
$ 473,460

187

The accounting income and income tax expenses are adjusted below:

(II)
(III)
2022
Net profit before tax from
continuing operation
$ 5,224,759
Income tax expenses for net
profit before tax calculated
at the statutory tax rate
$ 1,044,952
Expenses and losses which
could not be reduced from
tax
166
Income exempted from income
tax
1,881
Undistributed earnings levied
71,418
Land value increment tax of
investment property
(
89 )
Deductible temporary
differences not recognized
(
497,600 )
The income tax expenses of
previous year(s) adjusted in
the present year
35,008
Others

1,148
The income tax expenses
recognized into profit and/or
loss
$ 656,884
Income tax recognized under other combined gains or losses
2022
Deferred income tax
Those yielded in the current
period
– Conversion from overseas
operating institutions
( $ 2,109 )
-Defined benefit plan re-
measurement amount

16,413
Income tax recognized into
other comprehensive income
$ 14,305
Income tax liabilities for the current term
December 31, 2022
Income tax payable
$ 356,840
2021 2021
$ 3,400,314
$ 680,063
131
461
38,089
(
1,092 )
(
226,000 )
(
23,278 )

5,086
$ 473,460
2021
$ -

8,832
$ 8,832
December 31, 2021
$ 228,301

188

(IV) Deferred income tax assets and liabilities

The deferred income tax assets and liabilities show the following changes:

2022

2022
Deferredincome taxassets
Temporary difference
Portions of profits or losses of
subsidiaries, affiliates, and joint
ventures recognized adopting the
equity method

Loss on inventory devaluation
Exchange gains or losses
Provision for liabilities
Defined benefit retirement plan
Loss in impairment in financial assets
Tax difference on idle capacity
Provision of compensation loss
Financial assets at fair value through
profit or loss
Others


Deferred income tax liabilities
Portions of profits or losses of
subsidiaries, affiliates, and joint
ventures recognized adopting the
equity method

Investment property
Defined benefit retirement plan
Financial assets at fair value through
profit or loss
Others


2021
Deferredincome taxassets
Temporary difference
Portions of profits or
losses of subsidiaries, affiliates,
and joint ventures recognized
adopting the equity method

Loss on inventory
devaluation
Exchange gains or
losses
Provision for liabilities
Defined benefit
retirement plan
Loss in impairment in
financial assets
Tax difference on idle
capacity
Balance -
beginning of
year
$ 123,441
13,211
1,066
32,974
27,999
4,500
98
34,761
-

2,281

$ 240,331

Balance -
beginning of
year
$ -
83,422
-
1,839

5,657

$ 90,918

Balance -
beginning of
year
$ 348,362
16,417
4,633

4,324
36,831
4,500
2,037
Recognized
into profit
and/or loss
( $ 123,441 )

16,624

5,522
(
19,620 )

-

-
(
98 )
(
1,649 )

982
(
703)

($ 122,383)

Recognized
into profit
and/or loss
$ 54,545
(
89 )

14,762
(
1,839 )
(
5,657)

$ 61,722

Recognized
into profit
and/or loss
( $ 224,921 )
(
3,206 )
(
3,567 )

28,650

-

-
(
1,939 )
Recognized
into other
comprehensive
income
$ -

-

-

-
(
27,999 )

-

-

-

-

2,109

($ 25,890)

Recognized
into other
comprehensive
income
$ -

-
(
11,586 )

-

-

($ 11,586)

Recognized
into other
comprehensive
income
$ -

-

-

-
(
8,832 )

-

-
Balance - end
of year


$ -

29,835

6,588

13,354

-

4,500

-

33,112

982

3,687
$ 92,058
Balance - end
ofyear


$ 54,545

83,333

3,176

-

-
$ 141,054
Balance - end
of year

$ 123,441

13,211

1,066

32,974

27,999

4,500

98

189

Provision of
compensation loss
Expected credit
impairment loss
Others


Deferredincome tax liabilities
Temporary difference
Investment property

Financial assets at fair
value through profit or loss
Others

15,057
19,704
5,379 (
5,379 )

3,592
(
1,311)

$ 441,132
($ 191,969)
(
$ 84,514 ( $ 1,092 )
-
1,839

-

5,657

$ 84,514
$ 6,404

-

-

-

$ 8,832)

$ -

-

-

$ -

34,761

-

2,281

$ 240,331

$ 83,422

1,839

5,657

$ 90,918

(V) The deductible temporary differences and unused loss credit of the deferred income

tax assets that are not recognized in the parent company only balance sheet

Deductible temporary
differences not recognized -
overseas subsidiaries
December 31, 2022
$ 2,800,000
December 31, 2021 December 31, 2021
$ 1,260,000
  • (VI) Compiled amount of temporary differences relevant to investments without recognition of deferred income tax liabilities

As of December 31, 2022, temporary differences relevant to investments in subsidiaries without recognition of deferred income tax liabilities were NTD 4,028,000 thousand.

(VII) Approval of income taxes

Business income tax filed by the Company as of 2019 has been finalized by the tax authority.

XXIV. Earnings Per Share

Earnings Per Share
Basic EPS
Diluted earnings per share
2022
$ 8.86
$ 8.78
Unit: NTD per share
2021


$ 5.41
$ 5.38

The weighted average number of common shares used to calculate the earnings in the earnings per share (EPS) are enumerated below:

Net profit of the year

Net profit of the year
The net profit of owner attributed
to the Company
Net profit used to calculate the
basic and diluted earnings per
share
2022
$ 4,567,875
$ 4,567,875
2021


$ 2,926,854
$ 2,926,854

190

Share(s)

The weighted average number of
common shares to be used to
calculate basic earnings per
share (EPS)
Impacts of potential common
stock with diluting effects:
Remuneration to
employees
Weighted average number of
common stock shares used to
calculate the diluted earnings
per share (EPS)
2022
515,578
4,578
520,156
Unit: 1,000 shares
2021
540,764
3,521
544,285

If the Company can choose to issue employee remunerations in the form of shares or cash, in the calculation of diluted earnings per share, it is assumed that issuance of shares will be adopted for employee remunerations and the weighted average circulating shares are included in the calculation when the said common stock exercises the diluting effect in order to calculate the diluted earnings per share. When diluted earnings per share are calculated prior to issuance of shares as employee remunerations as determined in the following year, the diluting effect from the said potential common stock shall continue to be taken into consideration, too.

XXV. Capital Risk Management

The Company managed their capitals to assure that, insofar as various entities within the Group continued operations, the returns to shareholders could be maximized through optimal balances in liabilities and equity.

The Company’s structure consisted of its net debts (namely the loans less cash and cash equivalents) and equity (namely the capital stock, additional paid-in capital, retained earnings and other equity less treasury stocks).

It was not necessary for the Company to comply with any other external capital requirements.

XXVI. Financial Instruments

  • (I) Fair value – financial instruments that are not measured at fair value

The management of the Company believed that the financial assets and financial liabilities not measured at fair value were close to the fair value thereof. Until

191

December 31, 2022 and 2021, there have no significant difference between the book value and fair value.

(II) Information on fair value – financial instruments measured at fair value on a recurring basis

basis
1. Fair value hierarchy
December 31, 2022
Financial liabilities at fair
value through profit or
loss
Derivative financial
instruments

December 31, 2021
Financial assets at fair
value through profit or
loss
Derivative financial
instruments
Degree I
$ -

Degree I
$ -
Degree II
$ 4,908

Degree II
$ 9,196
Total
$ 4,908
Total
$ 9,196

There was no transfer between fair value measurement Degree 1 and Degree 2 in 2022 and 2021.

  1. Evaluation techniques and an input value of Degree 2 fair value measurement

Categories of financial instruments Evaluation techniques and input values Derivative financial Discounted cash flow approach: Future cash instruments - Forward flows are estimated based on observable foreign exchange forward exchange rates and contractual contracts & FX swaps forward exchange rates, discounted at a rate contracts that reflects the credit risk of various trading counterparts. Non-TWSE/TPEx-listed Market approach: Evaluated based on other stocks comparable asset liabilities and critical information.

192

(III) Categories of financial instruments

Categories of financial instruments
Financial assets
At fair value through profit or
loss
At fair value through
profit or loss
compulsorily
Financial liabilities measured at
amortized cost (Note 1)
Financial liabilities
At fair value through profit or
loss
Held for transactions
Measured at post-amortization
cost (Note 2)
December 31, 2022
$ -
13,410,511
4,908
13,536,691
December 31, 2021
$ 9,196
10,967,957
-
10,281,712

Note 1: The balances included the financial assets at amortized costs, such as cash & cash equivalents, notes receivable, accounts receivable, other receivables and refundable deposits.

  • Note 2: The balances included the financial liabilities at amortized costs, such as short-term borrowings, short-term notes and bills payable, notes payable, accounts payable, other payables, long-term borrowings (including those due within a year), and guarantee deposits received.

  • (IV) The objectives and policies of financial risk management

The Company manages the foreign currency exchange rate risk, interest rate risk, and the price risk, credit risk, and liquidity risk of equity instruments in order to minimize the potential undesirable impacts of uncertainties on the market on the financial performance of the Company. Important financial planning of the Company is subject to review by the Audit Committee and/or the Board of Directors according to applicable regulations and the internal control system. When implementing a financial plan, the Company strictly follows applicable financial standards for the management of financial risk and division of responsibilities.

The Company hedged against the exposure through derivative financial instruments, in order to mitigate the effect posed by such risks. The application of derivative financial instruments was governed by the policies passed by the Company’s Board of Director, as the written principles for application of foreign risk, interest risk, credit risk, derivative financial instruments and non-derivative financial

193

instruments and residual current fund. The internal auditors kept rechecking the compliance with the policies and limit of exposure. The Company never engaged in transactions of financial instruments (including derivative financial instruments) for the purpose of any speculative operations.

  1. Market risk

The major financial risks incurred by operating activities upon the Company included the risk of foreign exchange rate changes (see (1) below) and risk of interest rate changes (see (2) below). The Company deals with various derivatives in order to manage the foreign exchange rate and interest rate risks it undertakes, including the hedge against the exchange rate risk arising from export sales with forward foreign exchange and FX swaps contracts.

The Company’s exposure to the market risk over related financial instruments and the management and measurement methods adopted by the Company with respect to the risk remained unchanged.

  • (1) Foreign exchange rate risk

Several subsidiaries of the Company engaged in foreign currencydenominated sales and purchases, which exposed the Company the risk of foreign exchange rate changes therefor. About 99.41% of the Company’s sales were not denominated in the functional currency. About 98.04% of the costs of goods sold were not denominated in the functional currency. Insofar as it is permitted by policies, the Company utilized forward foreign exchange contracts to help manage the risk.

For the book value of the Company’s monetary assets and monetary liabilities not denominated in the functional currency on the balance sheet date and that of derivatives exposed to the exchange rate risk, refer to Note XXX.

Sensitivity analysis

The Company was primarily exposed to the fluctuation in foreign exchange rates in USD.

The following table details the Company’s sensitivity analysis in the case of the increase or decrease in NTD (namely, the functional currency) against the relevant foreign currency by 2%. 2% means the sensitivity ratio applied by the Company when it reported the foreign exchange rate risk to the management, and also the management’s evaluation on reasonable

194

changes of the foreign exchange rate. The sensitivity analysis only covers outstanding foreign currency monetary items and forward foreign exchange contracts designated to hedge against cash flows, and their conversions at the end of the year are adjusted by the change in exchange rate of 2%. The positive figures in the following table indicate the amount decreased for the net profit before tax when NTD appreciates by 2% versus respective related currencies; when NTD depreciates by 2% versus respective foreign currencies, the impacts on the net profit before tax will be the negative of the same amount.

Exchange gains or losses Effect of USD Effect of USD
2022
( $ 91,388 ) (i)
2021
( $ 70,512 ) (i)
  • (i) Primarily as a result the Company’s receivables, payables and loans which were denominated in USD and still outstanding on the balance sheet date, without hedging against cash flows.

The Company’s sensitivity to exchange rates declined this year, primarily as a result of the decrease in the funds denominated in USD that were lent to its subsidiaries, which led to the decrease in the balance of other accounts receivable denominated in USD.

(2) Interest rate risk

Exposure to the interest rate risk is the result of the Company borrowing funds both at fixed and floating interest rates. The Company manages the interest rate risk by maintaining a suitable combination of fixed and floating interest rates.

195

The book values of the Company’s financial assets and financial liabilities with exposure to interest rates on the balance sheet date are stated as following:

as following:
With fair value interest
rate risk
-Financial
liabilities
With cash flow interest
rate risk
-Financial assets
-Financial
liabilities
December 31, 2022
$ 12,234
3,126,813
3,919,108
December 31, 2021
$ 25,414
1,489,964
2,494,294

Sensitivity analysis

The following analyses of sensitivity were determined based on the interest rate risk exposure if derivative and non-derivative financial instruments on the balance sheet dates. For liabilities at floating rate, the analysis was prepared under the assumption that the amount of the liabilities outstanding on the balance sheet date was outstanding during the reporting period. 50 base points mean the interest rate change ratio applied by the Company when it reported interest rates to the management, and also the management’s evaluation on reasonable changes of the interest rate.

If the interest rate increases/decreases by 50 base points and all the other variables remain unchanged, the Company’s net profit before tax would decrease/increase by NTD 4,586 thousand and NTD 3,108 thousand, respectively, for 2022 and 2021 primarily as a result of the Company’s exposure to the risk of change in interest rates for demand deposits and borrowings.

2. Credit risk

The credit risk denotes the risk that the Company might incur a loss when the trading counterparts default the obligations under the contracts. As of the balance sheet date, the top credit risk the Company might incur in financial losses due to failure by the counterparts in failure in performance of the obligations and the Company provision of financial guarantees primarily come

196

from notes the book amount of notes and accounts receivable recognized in the parent company only balance sheet.

Operation-related Credit Risk

The outstanding accounts receivable of the Company mainly come from customer bases around the world and no collaterals or credit guarantee is provided for most accounts receivable. Despite the related procedures defined by the Company to help supervise, manage, and reduce the credit risk of accounts receivable, there is no guarantee that such procedures can fully prevent against losses caused by credit risk. With economic conditions getting worse, such credit risk will increase. As of December 31, 2022 and 2021, the ratios of the balance of accounts receivable from Top 10 customers to the balance of accounts receivable of the Company had been 77% and 75% while the credit risk of the other accounts receivable was relatively insignificant.

3.

In order to mitigate the credit risk, on the balance sheet date, the Consolidated Company would recheck on a case-by-case basis the recoverable amount of notes and accounts receivable to assure that for the notes and accounts receivable which were not recoverable, appropriate impairment loss has been duly amortized. Accordingly, the Company’s management held that the Consolidated Company’s credit risks had been significantly mitigated. Liquidity risk

The Company has based on management and maintaining sufficient cash and cash equivalent to support the Group’s business operation and minimize the impact of changes in cash flow. The Company’s management closely watches the usage of the financing credit lines in banks and assures faithful compliance of the terms and conditions set forth under the loan contracts.

To the Company, bank loans function as a key source of liquidity. Please refer to the information provided in (2) Financing limit.

(1) Liquidity and interest rate risk of non-derivative financial liabilities

Non-derivative financial liabilities remaining contract maturity analysis is prepared in accordance with the earliest payment date expected of the Company and the undiscounted cash flows (including principal and estimated interest) of financial liabilities. Therefore, the Company may be required to immediately repay the bank loan is illustrated in the following table without considering the probability that the bank may immediately

197

exercise such right. The other non-derivative financial liabilities maturity analysis is prepared in accordance with the agreed repayment date.

The undiscounted interest for the cash flow of interest payable at floating interest rate derived from the bond yield curves at the balance sheet date.

December 31, 2022

Liabilities
without interest

Lease liabilities
Floating interest
rate instruments
Fixed interest
rate instruments
Repayment on
demand or less
than 1 months
Repayment on
demand or less
than 1 months
1 month ~ 3
months
3 months ~ 1
year
3 months ~ 1
year
1 year~5 years 1 year~5 years Over 5 years




$ 1,647,482

1,125
221,622
-

$ 1,870,229




$ 3,547,061

2,254
330,600
-

$ 3,879,915




$ 2,534,718

5,745
26,886
-

$ 2,567,348




$ 1,049,220

3,110
-
3,340,000

$ 4,392,330




$ -

-
-
-
$ -

The other information about lease liabilities maturity analysis is stated as following:

Lease liabilities Less than 1
year
Less than 1
year
1 year~5
years
5 years~10
years
5 years~10
years
10 years~15
years
10 years~15
years
15 years~20
years
15 years~20
years

Over 20
years
$ 9,124
$ 3,110
$ -
$ -
$ - $ -

December 31, 2021

Liabilities
without interest

Lease liabilities
Floating interest
rate instruments
Fixed interest
rate instruments
Repayment on
demand or less
than 1 months
Repayment on
demand or less
than 1 months
1 month ~ 3
months
3 months ~ 1
year
3 months ~ 1
year
1 year~5 years 1 year~5 years Over 5 years




$ 698,780

1,095

200,000
-

$ 899,875




$ 3,001,426

2,194

156,328
-

$ 3,159,948




$ 3,056,271

9,935

7,196
-

$ 3,073,402




$ 410,437

12,190

-
2,130,770

$ 2,553,397




$ -

-

-
-
$ -

The other information about lease liabilities maturity analysis is stated as following:

Lease liabilities Less than 1
year
Less than 1
year
1 year~5
years
5 years~10
years
5 years~10
years
10 years~15
years
10 years~15
years
15 years~20
years
15 years~20
years

Over 20
years
$ 13,224
$ 12,190
$ -
$ -
$ - $ -

198

(2) Financing limit

December 31, 2022 December 31, 2021

Unsecured bank overdraft
(to be reviewed
annually)
-Already drawn
down

-Not yet drawn
down


Secured bank overdraft
-Already drawn
down

-Not yet drawn
down

$ 3,040,000

3,991,288

$ 7,031,288

$ 879,108

1,120,892

$ 2,000,000
$ 1,800,000
3,417,880
$ 5,217,880
$ 694,294
756,476
$ 1,450,770

XXVII. Transactions with Related Parties

The transactions between the Company and other related parties are as follows, except those already disclosed in the Notes:

  • (I) Name of Related Party and the Relationship
Name of Related Party and the Relationship
Related parties’names
King Hsiang Investment Co., Ltd.
Goldex Holding Limited
Gold Circuit International Ltd.
Gold Circuit Enterprise Limited
Suzhou Gold Circuit Electronics Ltd.
Changshu Gold Circuit Electronics Ltd.
Changshu Gold Circuit Technology Co.,
Ltd.
Relationship with the Company
Subsidiary
Subsidiary
Subsidiary indirectly held
Subsidiary indirectly held
Subsidiary indirectly held
Subsidiary indirectly held
Subsidiary indirectly held

(II) Operating income

Operating income
Related parties’names
Suzhou Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Technology Co., Ltd.
Changshu Gold Circuit
Electronics Ltd.
2022
$ 105,564
20,920
5,517
$ 132,001
2021




$ 112,884
12,517

12,168
$ 137,569

199

(III) Purchases

Purchases
Related parties’names
Suzhou Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Technology Co., Ltd.
2022
$ 11,493,931
6,283,149
1,687,159
$ 19,464,239
2021




$ 8,256,206
5,961,781
2,184,846
$ 16,402,833

(IV) Receivables from related parties (excluding loans to related parties)

Related parties’names
Accounts receivable
Suzhou Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Technology Co., Ltd.
Other receivables
Suzhou Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Technology Co., Ltd.
Changshu Gold Circuit
Electronics Ltd.
December 31, 2022
$ 73,778
1,172

68
$ 75,018
$ 24,081
119

10
$ 24,210
December 31, 2021 December 31, 2021










$ 88,347
4,719

9,336
$ 102,402
$ 32,887
50,517

10,302
$ 93,706

No guarantee was collected for outstanding receivables from related parties. For receivables from related parties in 2022 and 2021, the Company has not provided allowance losses.

(V) Payables to related parties

Payables to related parties
Related parties’names
Accounts payable
Suzhou Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Technology Co., Ltd.
December 31, 2022
$ 4,402,324
1,137,871

184,526
$ 5,724,721
December 31, 2021






$ 2,933,445
1,681,662

375,308
$ 4,990,415

No collaterals were provided for balances of outstanding payables to related parties.

200

(VI) Loans to related parties (including interest receivable)

Type of related party
Accounts receivable-related
party
Changshu Gold Circuit
Technology Co., Ltd.
Suzhou Gold Circuit
Electronics Ltd.
Interest receivable
Changshu Gold Circuit
Technology Co., Ltd.
Suzhou Gold Circuit
Electronics Ltd.
Type of related party
Interest revenue
Changshu Gold Circuit
Technology Co., Ltd.
Suzhou Gold Circuit
Electronics Ltd.
December 31, 2022
$ -

-
$ -
$ -

-
$ -
2022
$ 3,094

69
$ 3,163
December 31, 2021 December 31, 2021










$ 290,440
276,800
$ 567,240
$ 4,275
2,537
$ 6,812
2021




$ 12,010
9,741
$ 21,751

The loans to subsidiaries were all unsecured ones.

(VII) Endorsement and guarantee

Endorsement and guarantee
Type of related party
Goldex Holding Limited
Suzhou Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Electronics Ltd.
Gold Circuit Enterprise
Limited
Gold Circuit International
Ltd.
Goldex Holding Limited
December 31, 2022
USD 23,000
USD 20,000
USD
8,000
USD 20,000
USD
8,000
EUR
5,000
December 31, 2021










USD 65,000
USD 23,200
USD 22,000
USD 20,000
USD
8,000
EUR
5,000

(VIII) Other

Other
Type of related party
Other revenue
Suzhou Gold Circuit
Electronics Ltd.
King Hsiang Investment Co.,
Ltd.
2022
$ 2,619
24
$ 2,643
2021




$ 147
24
$ 171

201

(IX) Remuneration to the primary management

eration to the primary management
Short-term employee benefits
Benefits after
severance/retirement
2022
$ 90,911
1,512
$ 92,423
2021




$ 77,476
1,485
$ 78,961

The salaries and remunerations to directors and other key management were determined by the Salary Committee in accordance with the personal performances and trends in the markets:

XXVIII. Pledged Assets

The following assets were provided as collateral for financing loans and for the tariffs of imported raw materials and supplies:

Land
Building - net
December 31, 2022
$ 648,300

354,665
$ 1,002,965
December 31, 2021 December 31, 2021




$ 648,300
372,458
$ 1,020,758

XXIX. Important Matters

The amount of unused letters of credit issued by the Company for procurement of raw materials and machinery & equipment are enumerated as following (expressed in NTD thousand):

NTD thousand):
Currency type
JPY
USD
EUR
December 31, 2022
$ 29
9,740
177
December 31, 2021
$ 13,460
131
802

XXX. Information on Foreign Currency Assets and Liabilities with Major Impacts

The following information was summarized according to the foreign currencies other than the functional currencies of the Company. The exchange rates disclosed was used to translate the foreign currencies into the functional currency. Financial assets and liabilities in foreign currencies with significant influence are summarized as following:

202

December 31, 2022

December 31, 2022
Foreign
currency
Foreign currency
assets
Monetary items
USD
$ 415,211

CNY
3,513

EUR
887

JPY
64,400

Foreign currency
liabilities
Monetary items
USD
266,420

CNY
22

EUR
2,302

JPY
243,860

December 31, 2021
Foreign
currency
Foreign currency
assets
Monetary items
USD
$ 367,934

CNY
39,064

EUR
900

Foreign
currency
Foreign currency
liabilities
Monetary items
USD
$ 240,564

EUR
1,149

JPY
13,190
Exchange rate
30.7100 (USD: NTD)

4.4080
(CNY: NTD)
32.7200 (EUR: NTD)
0.2324 (JPY: NTD)


30.7100 (USD: NTD)

4.4080
(CNY: NTD)
32.7200 (EUR: NTD)
0.2324 (JPY: NTD)


Exchange rate
27.680 (USD: NTD)

4.341
(CNY: NTD)
31.320 (EUR: NTD)


Exchange rate
27.680 (USD: NTD)

31.320 (EUR: NTD)
0.2405 (JPY: NTD)

Book value





$12,751,130
15,485
29,023
14,967
$12,810,605
$ 8,181,758
97
75,321
56,673
$ 8,313,849
Book value

Foreign currency
assets
Monetary items
USD

CNY
EUR
Foreign currency
liabilities
Monetary items
USD

EUR
JPY


$10,184,413
169,596
28,188
$10,382,197
Book value


$ 6,658,812
35,987
3,172
$ 6,697,971

XXXI. Notes to Disclosures

  • (I) Information related to material transactions and (II) information related to reinvested enterprises:

  • Fund loaned to others: See Attachments 1 and 6.

  • Endorsement and guarantee made for others: See Attachment 2.

203

  1. Marketable securities held - end of year: See Attachments 3 and 7.

  2. Cumulative amount of the same marketable security purchased or sold reaching NTD300 million or more than 20% of the paid-in capital: N/A.

  3. Acquisition amount of real estate reaching NTD 300 million or more than 20% of the paid-in capital: N/A.

  4. Amount on disposal of real estate reaching NTD 300 million or more than 20% of the paid-in capital: N/A.

  5. Purchase/sale amount of transactions with related parties reaching NTD 100 million or more than 20% of the paid-in capital: See Attachments 4 and 8.

  6. Accounts receivable-related party reaching NTD 100 million or more than 20% of the paid-in capital: See Attachment 9.

  7. Engagement in trading of derivatives: Note VII.

  8. Information related to reinvested enterprises: See Attachment 5.

  9. (III) Information about investment in Mainland China

  10. The name of the investee in Mainland China, main items involved in the scope of operation, paid-in capital size, investment method, capital importation/exportation, holding ratio, investment profits and losses, book value of investments at end of term, repatriated investment profits or losses, and investment ceiling value for Mainland China: Attachment 10.

  11. Any of the following significant transactions with investees in Mainland China, either directly or indirectly through the enterprise in a third area, and their prices, payment terms, and unrealized gains or losses: See Attachment 11.

  12. Direct, or indirect through a third region endorsement, guarantee or provision of collateral made with the investee in the Mainland China: Attachment 2.

  13. Direct, or indirect, via the enterprise in a third area, financing with the investees in the Mainland China: See Attachment 6.

  14. Other transactions that produce material effects to the income or financial condition in the current period: N/A.

  15. (IV) Information of major shareholders: Names and shareholding quantities and ratios of shareholders that hold at least 5% of the equity: Attachment 12.

204

Gold Circuit Electronics Ltd.

Fund loaned to others

January 1 to December 31, 2022

Attachment 1

Unit: NT$ thousand, USD thousand, and CNY thousand

No.
(Note 1)

Loaner
Debtor Accounting
title
Whether
a related
party or
not


Maximum
balance for the
current period
Balance – end of
period

Amount actually
disbursed

Interest rate
interval
Nature of
loan (Note
2)

Amount of
current business
(Note 4)
Reasons for
short-term
financing
Allowance for
bad debt
Collateral Collateral Limit of lending
to an individual
debtor (Note 3)

Limit of total
lending (Note 3)
Title Value
0 Gold Circuit
Electronics Ltd.
Changshu Gold
Circuit
Technology
Co., Ltd.
Other
receivables
Y
Y
$ 161,075
( USD
5,000 )
155,365
( CNY 35,000 )
$ -
( USD
- )
-
( CNY
- )
$ -
( USD
- )
-
( CNY
- )
1.5000%
~1.5000%
3.7000%~
3.7000%
(1)
(1)
$ 1,687,159
1,687,159

$ -
-

$ -
-
$ 1,687,159

1,687,159
$ 5,373,814

5,373,814

Note 1: The sections are completed in the following manners:

  • (1) “0” for the issuer.

  • (2) Investees are numbered from number 1 and so on.

Note 2: The fund loaned to others is categorized two types as following by nature:

  • (1) Business association

  • (2) Short-term financing needed

Note 3: The total funds lent by the Company to others may not exceed 40% of the Company’s net value in the most recent financial statements audited or certified by the CPAs (for Q3 of 2022).

The limit on loans extended to any single borrower is defined as following based on the cause of loaning:

(1) For the borrower trading with the Company, the limit on loans shall be no more than the purchase or sales by the Company from or to the borrower in the most recent year or until the loaning of fund in current year, whichever is higher.

(2) Where short-term financing is needed, the limit of funds lent may not exceed 40% of the Company’s net value in the most recent financial statements audited or certified by the CPA (for Q3 of 2022).

Note 4: The amount refers to the amount of purchases or that of sales between the Company and Changshu Gold Circuit Technology Ltd. over the past year, whichever is higher.

205

Gold Circuit Electronics Ltd.

Endorsement and guarantee made for others

January 1 to December 31, 2022

Attachment 2

Unit: NTD thousand, USD thousand, CNY thousand, EUR thousand

No. Endorsed/guaranteed by Counterpart Counterpart Limit of
endorsement/gua
rantee on
particular
enterprise
(Note 1)
Maximum
balance of
endorsement /
guarantee made
during the
current period
Balance of
endorsement /
guarantee at end
of the period
Amount actually
disbursed
Endorsement/gua
rantee secured by
property

Accumulated
ratio of the
value of
endorsement
and guarantee
in the net worth
of financial
statements of
the most recent
term (%)

Maximum
limit of
endorsement/g
uarantee
(Note 2)
As the
parent
company’s
endorsement
s/guarantees
toward
subsidiary(ie
s)
(Note 3)
As a
subsidiary
’s
endorsem
ents/guara
ntees
toward its
parent
company
(Note 3)
As the
endorsem
ents/guara
ntees
toward the
Mainland
China
area.
(Note 3)
Name Affiliation
0 Gold Circuit Electronics
Ltd.
Goldex Holding Limited
Gold Circuit International
Limited
Gold Circuit Enterprise
Limited
Suzhou Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Technology Co., Ltd.
Subsidiary wholly
invested in by the
Company directly
Company wholly
invested in via a
subsidiary indirectly
Company wholly
invested in via a
subsidiary indirectly
Company wholly
invested in via a
subsidiary indirectly
Company wholly
invested in via a
subsidiary indirectly
Company wholly
invested in via a
subsidiary indirectly
$ 10,075,901
10,075,901
10,075,901
10,075,901
10,075,901
10,075,901
10,075,901
$ 1,915,875
( USD 65,000 )

163,600
( EUR
5,000 )

257,720
( USD
8,000 )

644,300
( USD 20,000 )

683,820
( USD 23,200 )

458,000
( USD 16,000 )

149,700
( USD
5,000 )

$ 706,330
( USD 23,000 )

163,600
( EUR
5,000 )

245,680
( USD
8,000 )

614,200
( USD 20,000 )

614,200
( USD 20,000 )

245,680
( USD
8,000 )

-
( USD
- )

$ -
( USD
- )

-
( EUR
- )

-
( USD
- )

-
( USD
- )

307,100
( USD 10,000 )

-
( USD
- )

-
( USD
- )

$ -

-

-

-

-

-

-
5.26
1.22
1.83
4.57
4.57
1.83
-
$ 20,151,803
20,151,803
20,151,803
20,151,803
20,151,803
20,151,803
20,151,803

Y

Y

Y

Y

Y

Y

Y
N
N
N
N
N
N
N






Note 1: The amount of endorsement/guarantee made by the Company for a single enterprise may not exceed 75% of the net value for the current term. The maximum of endorsement/guarantee on December 31, 2022 is obtained with 75% of the net value of the Company for the current term. The net value is based on that shown in the most recent financial statements audited and certified or reviewed by the CPA (for Q3 of 2022).

Note 2: The total amount of endorsements/guarantees made by the Company externally may not exceed 150% of the net value for the current term. The maximum of endorsement/guarantee on December 31, 2022 is obtained with 150% of the net value of the Company for the current term. The net value is based on that shown in the most recent financial statements audited and certified or reviewed by the CPA (for Q3 of 2022).

Note 3: Enter Y only in the case of the parent company’s endorsements/guarantees toward subsidiary(ies), a subsidiary’s endorsements/guarantees toward its parent company, and the endorsements/guarantees toward the Mainland China area.

206

Gold Circuit Electronics Ltd.

Marketable securities held – end of year

December 31, 2022

Attachment 3

Unit: NTD thousand

Holder Type and name Affiliation to the issuer Account title End ofperiod End ofperiod Remarks
Number of shares Book value Equity (%) Fair value
Gold Circuit Electronics
Ltd.



Stock
AMB Technology Co., Ltd
ULTRA PRECISION
TECHNOLOGY
COMPANY
King Hsiang Investment Co.,
Ltd.
Goldex Holding Limited


Subsidiary
Subsidiary
Financial assets at fair value
through other comprehensive
income - noncurrent
Financial assets at fair value
through other comprehensive
income - noncurrent
Long-term equity investment
under equity method
Long-term equity investment
under equity method
267,857
1,000,000
19,999,400
191,910,000





$ -
-
$ -
$ 41,910
8,082,246
$ 8,124,156
1.984
10.290
99.997
100.000





$ -
-
$ -
$ 41,910
8,082,246
$ 8,124,156

207

Gold Circuit Electronics Ltd.

Purchase/sale amount of transactions with related parties reaching NT$100 million or more than 20% of the paid-in capital

January 1 to December 31, 2022

Attachment 4

Unit: NTD thousand

Supplier (customer) Trading counterpart
Affiliation
Status Status Distinctive terms and conditions of
trade and the reasons
Distinctive terms and conditions of
trade and the reasons
Notes/accounts receivable
(payable)
Notes/accounts receivable
(payable)
Remarks
Purchase
(sale)
Amount Percentage in
total purchase
(sale) amount
%
Duration Unit price Duration Balance Percentage in
total
accounts/notes
receivable
(payable) %
Gold Circuit
Electronics Ltd.
Gold Circuit
Electronics Ltd.
Gold Circuit
Electronics Ltd.
Gold Circuit
Electronics Ltd.
Suzhou Gold
Circuit
Electronics Ltd.
Suzhou Gold
Circuit
Electronics Ltd.
Changshu Gold
Circuit
Electronics Ltd.
Changshu Gold
Circuit
Technology Co.,
Ltd.
Company wholly
invested in via a
subsidiary indirectly
Company wholly
invested in via a
subsidiary indirectly
Company wholly
invested in via a
subsidiary indirectly
Company wholly
invested in via a
subsidiary indirectly

Purchase

Sales

Purchase

Purchase
$ 11,493,931
105,564

6,283,149

1,687,159

44

-

24

6
O/A 3 months
O/A 4 months
O/A 4 months
O/A 3 months
-
-
-
-



-
( $ 4,402,324 )
73,778
(
1,137,871 )
(
184,526 )

56

1

14

2

208

Gold Circuit Electronics Ltd.

Information related to the reinvested companies… such as names and locations, etc.

January 1 to December 31, 2022

Attachment 5

Unit: NTD thousand

Investor Investee Location Principal business Original investment cost Original investment cost Holdings at end ofyear Holdings at end ofyear Holdings at end ofyear Reinvestee
(Loss) Gain for the
current term
Investment (loss)
gain recognized for
the current term
(Note1)
Remarks
End of the current
period
End of the previous
period
Number of shares Percentage
(%)
Book value
Gold Circuit
Electronics Ltd.
Goldex Holding Limited
Gold Circuit International
Limited
Gold Circuit Enterprise
Limited
King Hsiang Investment Co.,
Ltd.
Goldex Holding Limited
Gold Circuit International
Limited
Gold Circuit Enterprise
Limited
Suzhou
Gold
Circuit
Electronics Ltd.
Changshu
Gold
Circuit
Electronics Ltd.
Changshu
Gold
Circuit
Technology Co., Ltd.

No. 149-1, Zhong Zeng Rd.,
Tamsui Dist, New Taipei City
Trust Net Chambers Lotemau Centre,
P.O. Box 1225, Apia, Samoa
P.O. Box362, Road Town,
Tortola, Virgin islands, British
Trust Net Chambers Lotemau Centre,
P.O. Box1225, Apia, Samoa

No. 238, Jinfeng Road, Suzhou New
District,
Suzhou
City,
Jiangsu
Province

No. 9, Jiulong Rd., Changshu Southeast
Economic
Development
Zone,
Jiangsu Province

No. 816, Southeast Avenue, Changshu
Hi-Tech
Industrial
Development
Zone, Jiangsu Province
General investment business





Design, produce and sell multi-
layer printed circuit boards





$ 199,994
6,271,398
3,239,310
2,670,554
3,239,310
959,724
980,105
$ 199,994
6,271,398
3,239,310
2,670,554
3,239,310
959,724
980,105
19,999,400
191,910,000
98,000,000
93,010,000
98,000,000
30,010,000
33,000,000
99.997
100.000
100.000
100.000
100.000
100.000
100.000
$ 41,910
8,082,246
5,378,665
2,874,250
5,540,740
3,194,603
(
719,981 )
$ 22,686
3,465,490
2,592,764
881,884
2,596,784
890,011
(
6,521 )
( $ 7,763 )
3,377,929
2,529,073
858,013
2,533,093
855,608

4,011
Note 2

Note 1: The investment gain (loss) recognized for the current period has taken into consideration the effects of unrealized (realized) gross losses on sales among reinvested companies.

Note 2: The investment (loss) gain of King Hsiang Investment Co., Ltd. recognized for the current term of (NTD 7,763) thousand includes the investment (loss) gain recognized adopting the equity method, NTD 22,686 thousand, and reversal of the financial asset appraisal (loss) gain, NTD 17,857 thousand for King Hsiang Investment Co., Ltd. from holding the Company’s shares under the “Accounting Principles for Management of Treasury Stocks” and receipt of the income from dividends issued by the Company worth NTD 12,592 thousand.

209

Gold Circuit Electronics Ltd.

Fund loaned by investees to others January 1 to December 31, 2022

Table 6

Unit: NT$ thousand, USD thousand, and CNY thousand

No. Loaner Debtor Contents Maximum
balance for the
current period
Balance – end of
period
Amount actually
disbursed - end
of period
Interest rate range
(%)
Nature of
loan (Note
1)

Amount
Reasons for
short-term
financing
Allowance for
bad debt
Collateral Collateral Limit of lending
to an individual
debtor (Note 2)
Limit of total
lending (Note 2)
Title Value
1
2
3
4
Goldex Holding
Limited
Changshu Gold
Circuit Electronics
Ltd.
Suzhou Gold Circuit
Electronics Ltd.
Gold Circuit
Enterprise Limited
Changshu Gold Circuit
Technology Co., Ltd.
Changshu Gold Circuit
Electronics Ltd.
Suzhou Gold Circuit
Electronics Ltd.
Gold Circuit
International Limited
Gold Circuit Enterprise
Limited

Changshu Gold Circuit
Technology Co., Ltd.
Changshu Gold Circuit
Technology Co., Ltd.
Changshu Gold Circuit
Technology Co., Ltd.

Gold Circuit
International Limited
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
$ 624,120
( USD
21,000 )
265,275
( USD
9,000 )
147,375
( USD
5,000 )
170,740
( USD
5,300 )
109,531
( USD
3,400 )
901,200
( CNY 200,000 )
241,613
( USD
7,500 )
803,140
( USD
26,000 )
79,846
( USD
2,600 )
$ -
( USD
- )
-
( USD
- )
-
( USD
- )
92,130
( USD
3,000 )
-
( USD
- )
881,600
( CNY 200,000 )
230,325
( USD
7,500 )
798,460
( USD
26,000 )
79,846
( USD
2,600 )
$ -
( USD
- )
-
( USD
- )
-
( USD
- )
92,130
( USD
3,000 )
-
( USD
- )
870,190
( CNY 197,412 )
230,325
( USD
7,500 )
798,460
( USD
26,000 )
79,846
( USD
2,600 )
1.422%~3.534%
1.440%~2.702%
1.476%~1.808%
1.500%~4.593%
1.445%~3.129%
0.800%~3.700%
0.800%~0.800%
1.500%~4.200%
4.000%~4.000%
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
$ -
-
-
-
-
23,227
23,227
166,054
-
Working capital
Working capital
Working capital
Working capital
Working capital
Working capital
Working capital
Working capital
Working capital
$ -

-

-

-

-

-

-

-

-








$ -
-
-
-
-
-
-
-
-
$ 22,934,449

22,934,449

22,934,449

22,934,449

22,934,449

5,443,658

5,443,658

7,315,635

8,296,442
$ 22,934,449

22,934,449

22,934,449

22,934,449

22,934,449

5,443,658

5,443,658

7,315,635

8,296,442

Note 1: The fund loaned to others is categorized two types as following by nature:

  • (1) Business association

(2) Short-term financing needed

Note 2: The amount of funds lent to a single borrower and the total amount of funds lent to others by a reinvestee (except Goldex Holding Limited and Gold Circuit Enterprise Limited) shall not exceed 150% of the reinvestee’s net value in its most recent financial statements audited

or certified by the CPA (for Q3 of 2022). The amount of funds lent to a single borrower and the total amount of funds lent to others by Goldex Holding Limited and Gold Circuit Enterprise Limited shall not exceed 300% of their net value in their most recent financial statements audited or certified by the CPA (for Q3 of 2022).

The limit of funds lent to a single borrower and the total amount of funds lent to others by a subsidiary in Mainland China shall not exceed 150% of the reinvestee’s net value in its most recent financial statements audited or certified by the CPA (for Q3 of 2022). Note 3: The interest rate interval for the fund loaned in 2022

210

Gold Circuit Electronics Ltd.

Marketable securities held by investees - end of period

December 31, 2022

December 31, 2022
Attachment 7 Unit: NTD thousand
Holder Type and name Affiliation to the issuer Account title End ofperiod Remarks
Number of shares Book value Equity (%) Fair value
King Hsiang Investment
Co., Ltd.

Stock
LEE CHI ENTERPRISE CO.,
LTD.
Gold Circuit Electronics Ltd.

The parent company in
which King Hsiang
Investment Co., Ltd.
held 99.997% shares
Financial assets at fair value
through profit or loss - current
Financial assets at fair value
through profit or loss - current

155,595

5,151,375


$ 3,135
447,140
$ 450,275
0.068
1.047


$ 3,135
447,140
$ 450,275

211

Gold Circuit Electronics Ltd.

Purchase/sale amount of transactions of investees with related parties reaching NT$100 million or more than 20% of the paid-in capital

January 1 to December 31, 2022

Table 8

Unit: NTD thousand

Supplier (customer) Trading counterpart
Affiliation
Status Status Distinctive terms and conditions of
trade and the reasons
Distinctive terms and conditions of
trade and the reasons
Notes/accounts receivable
(payable)
Notes/accounts receivable
(payable)
Remarks
Purchase
(sale)
Amount Percentage in
total purchase
(sale) amount
%
Duration Unit price Duration Balance Percentage in
total
accounts/notes
receivable
(payable) %
Suzhou Gold
Circuit
Electronics Ltd.
Suzhou Gold
Circuit
Electronics Ltd.
Suzhou Gold
Circuit
Electronics Ltd.
Changshu Gold
Circuit
Electronics Ltd.
Changshu Gold
Circuit
Technology Co.,
Ltd.
Changshu Gold
Circuit
Electronics Ltd.
Changshu Gold
Circuit
Technology Co.,
Ltd.
Gold Circuit
Electronics Ltd.
Gold Circuit
Electronics Ltd.
Changshu Gold
Circuit
Electronics Ltd.
Gold Circuit
Electronics Ltd.
Gold Circuit
Electronics Ltd.
Suzhou Gold
Circuit
Electronics Ltd.
Suzhou Gold
Circuit
Electronics Ltd.
Ultimate parent
company
Ultimate parent
company
Affiliated enterprise
Ultimate parent
company
Ultimate parent
company
Affiliated enterprise
Affiliated enterprise
Sales
Purchases
Sales
Sales
Sales
Sales
Sales
( $ 11,493,931 )

105,564
(
111,729 )
(
6,283,149 )
(
1,687,159 )
(
672,993 )
(
166,054 )

(
91 )

2

(
1 )

(
87 )

(
86 )

(
9 )

(
8 )
O/A 3 months
O/A 4 months
O/A 3 months
O/A 4 months
O/A 3 months
O/A 4 months
O/A 4 months
-
-
-
-
-
-
-






$ 4,402,324
(
73,778 )
26,611
1,137,871
184,526
334,096
121,662

89

(
3 )

1

74

48

22

32

212

Gold Circuit Electronics Ltd.

Accounts receivable-related party of the investees reaching NT$100 million or more than 20% of the paid-in capital December 31, 2022

Attachment 9

Unit: NTD thousand

Companies stated into accounts
receivable
Trading counterpart Affiliation Balance of
accounts receivable
- related party
Turnover Overdue accounts receivable - related
party
Overdue accounts receivable - related
party
Amounts received
in subsequent
period - related
party
Allowance loss
Amount Accounting
treatment
Suzhou Gold Circuit Electronics
Ltd.
Changshu Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Technology Co., Ltd.
Changshu Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Technology Co., Ltd.
Changshu Gold Circuit
Electronics Ltd.
Suzhou Gold Circuit Electronics
Ltd.
Gold Circuit Electronics Ltd.
Gold Circuit Electronics Ltd.
Gold Circuit Electronics Ltd.
Suzhou Gold Circuit Electronics
Ltd.
Suzhou Gold Circuit Electronics
Ltd.
Changshu Gold Circuit
Technology Co., Ltd.
Changshu Gold Circuit
Technology Co., Ltd.
Ultimate parent company
Ultimate parent company
Ultimate parent company
Affiliated enterprise
Affiliated enterprise
Affiliated enterprise
Affiliated enterprise
Accounts
receivable
$ 4,402,324
Accounts
receivable
1,137,871
Accounts
receivable
184,526
Accounts
receivable
334,096
Accounts
receivable
121,662
Other receivables
1,122,665
Other receivables
805,063
3.13
4.46
6.03
3.36
2.39
-
-
$ -
-
-
-
-
-
-






$ 2,033,813
720,024
180,688
153,601
55,241
76,353
337
$ -
-
-
-
-
-
-

Note 1: The cycle days are not calculated for other receivables from related parties.

213

Unit: NTD thousand/USD thousand

Gold Circuit Electronics Ltd.

Information about investment in Mainland China

January 1 to December 31, 2022

Attachment 10

Name of invested company in
China
Principal business Principal business Paid-in capital Mode of
investment
(Note 1)
Cumulative
investment
amount outward
remitted from
Taiwan -
beginning of the
period
Cumulative
investment
amount outward
remitted from
Taiwan -
beginning of the
period
Investment remittance or regain in
the current period
Investment remittance or regain in
the current period
Cumulative
investment
amount outward
remitted from
Taiwan - end of
the period
Net income of
investee
Shareholdings
of the
Company’s
direct or
indirect
investment (%)
Investment gains
or losses
recognized for the
current period
(Note 2)

Book value of
investment at
ending
Investment
income
repatriated to
Taiwan as of the
end of the period
Outward remitted Repatriated
Suzhou Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Technology Co., Ltd.
Design, produce and sell
multi-layer printed
circuit boards
Design, produce and sell
multi-layer printed
circuit boards
Design, produce and sell
multi-layer printed
circuit boards
$ 3,239,310
959,724
980,105
2
2
3
$ 3,239,310
959,724
980,105
$ -
-
-
$ -
-
-
$ 3,239,310
959,724
980,105
$ 2,596,784
890,011
(
6,521 )
100
100
100
2.(2)
$ 2,533,093
2.(2)
855,608
2.(2)
4,011
$ 5,540,740
3,194,603
(
719,981 )
$ -
-

-
Accumulated investments outward remitted from
Taiwan at Ending
Investment amount approved by Investment
Commission,MOEA
Limit of investment amount required by Investment
Commission,MOEA(Note 4)
$ 5,179,139
( USD
161,010 )
$ 4,944,617
( USD
161,010 )
$ -

Note 1: The modes of investment are classified into the following four types:

  1. To invest in Mainland China companies through remittance from a third area.

  2. To invest in Mainland China companies through a company invested and established in a third area.

  3. To invest in Mainland China companies through reinvesting in an existing company in a third area.

  4. Other ways, ex: discretionary investment contract

Note 2: For the field of investment gain/loss recognized in the current period:

  1. Please mark out if there has no investment gain or loss yet because the investment is still under planning.

  2. The basis of recognition of investment gain/loss is classified into following three types, which should be marked out.

  3. (1) Financial statements reviewed and approved by an international CPA firm in a collaborative relationship with a CPA firm of the ROC.

  4. (2) Financial statements audited by the CPAs of the parent company in Taiwan.

  5. (3) Others.

Note 3: The related figures herein should be expressed in NTD.

Note 4: The Company has received the certificate of compliance with business lines of operational headquarters issued by Industrial Development Bureau, MOEA on August 25, 2022. Therefore, the Company may be exempted from the limit of investment amount required by Investment Commission, MOEA.

214

Gold Circuit Electronics Ltd.

Any significant transactions with investees in Mainland China, either directly or indirectly through a third area

January 1 to December 31, 2022

Attachment 11

Unit: NTD thousand

Related parties’ names Affiliation of the Company
with related party
Type of transaction Amount Trading conditions Notes/accounts receivable
(payable)
Notes/accounts receivable
(payable)
(Realized)
unrealized gain
(loss)
Price Payment terms Comparison with
the general
transactions
Balance Percentage
(%)
Suzhou Gold Circuit
Electronics Ltd.

Changshu Gold Circuit
Electronics Ltd.

Changshu Gold Circuit
Technology Co., Ltd.
Company wholly invested in
via a subsidiary indirectly

Company wholly invested in
via a subsidiary indirectly

Company wholly invested in
via a subsidiary indirectly

Purchases
Sales

Purchases
Sales

Purchases
Sales
$ 11,493,931
105,564
6,283,149
20,920
1,687,159
5,517
$ 11,493,931
105,564
6,283,149
20,920
1,687,159
5,517
General
General
General
General
General
General
Similar
Similar
Similar
Similar
Similar
Similar
( $ 4,402,324 )
73,778
(
1,137,871 )
1,172
(
184,526 )
68
89
-
74
-
52
-
( $ 63,691 )
-
(
34,403 )
-
10,532
-

215

Gold Circuit Electronics Ltd. Information of Major Shareholders

December 31, 2022

Attachment 12

Name of major shareholder Shares Shares
Number of shares held
(share)

Shareholding ratio
Chang-Chi Yang
First Fiduciary Nomura Investment Account for
2021 of New Labor Pension Fund
Jui-Ching Li
96,622,217

33,953,365
27,651,870
19.64%
6.90%
5.62%

216

V. Financial Difficulties Encountered by the Company and Its Affiliates During the Most Recent Fiscal Year Up to the Date of Publication of the Annual Report

Declaration on Consolidated Reports of Affiliates

Companies that should be included in the compiled consolidated financial reports of affiliates for 2022 (from January 1, 2022 to December 31, 2022) in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” are identical to those that should be compiled in the consolidated reports of the parent company and its subsidiaries as per International Financial Reporting Standard 10 and all the information that should be disclosed in the consolidated financial reports of affiliates has been disclosed in the consolidated reports of the parent company and its subsidiaries. Therefore, the consolidated financial reports of affiliates are not prepared separately. Declared by:

Company: Gold Circuit Electronics Ltd.

Responsible Person: Cheng-Tse Yang

March 9, 2023

217

CPAs’ Audit Report

For Review by Gold Circuit Electronics Ltd.,

Audit opinions

We have audited the accompanying balance sheet of Gold Circuit Electronics Ltd. and its subsidiaries (Gold Circuit Electronics Group) on December 31, 2022 and 2021 and the related consolidated statements of income, consolidated statements of changes in shareholders’ equity, consolidated statements of cash flow, and notes to the consolidated financial statements (including the material accounting policies summary) from January 1 to December 31, 2022 and 2021.

In our opinion, the major issues of said financial reports prove to have been duly worked out in accordance with and Regulations Governing the Preparation of Financial Reports by Securities Issuers, and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), and International Financial Reporting Standards Interpretations Committee’s Interpretations (IFRSIC) and Standing Interpretation Committee’s Interpretative Announcement (SIC) recognized and issued into effect by the Financial Supervisory Commission, Executive Yuan (FSC), presenting fairly the consolidated financial position of Gold Circuit Electronics Group on December 31, 2022 and 2021 and the consolidated results of financial performance and consolidated cash flow for the periods starting from January 1 till December 31, 2022 and 2021.

Basis for the Audit Opinions

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial statements by Certified Public Accountants and auditing standards. Our responsibilities under those standards are further described in the responsibilities of auditors for the audit of the consolidated financial statements. The personnel of the CPA Firm subject to the independence requirement have acted independently from the business operations of Gold Circuit Electronics Group in accordance with the Code of Ethics and with other responsibilities of the Code of Ethics performed. We believed that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

218

Key audit matters are those determined by us as the CPAs based on our professionalism to be the most important in the audit of the 2022 consolidated financial reports of the Gold Circuit Electronics Group. These matters were addressed in the content of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on those matters.

The key audit matters for the 2022 consolidated financial reports of the Gold Circuit Electronics Group are described as follows:

Recognition of revenue

When the subsidiary in Mainland China actually ships goods, the inventory control is transferred and the income from the triangle trade of Gold Circuit Electronics Ltd. is recognized. Therefore, it is possible that improper recognition of income exists despite the absence of actual shipment. Therefore, we believe that there might be risk over whether such type of income occurs. Given this, it is classified as a key audit matter. The policy for recognition of revenue is disclosed in Note IV herein.

The audit procedure that we performed on the above-mentioned key matters primarily covers the following:

  1. Understand and test the design and effectiveness of execution of the major internal control for recognition of revenue of the Company.

  2. Samples were selected from the income statement of the triangle trade to verify how original purchase orders from customers were approved and to verify the shipping receipts and supporting documents from the subsidiary in Mainland China for confirmation over whether the transaction really occurred or not.

Other information

Gold Circuit Electronics Ltd. has duly worked out the 2022 and 2021 parent company-only financial reports for which we, as the CPAs, have issued the Audit Report containing unqualified opinions, with records on file, for your reference.

Responsibilities of Management and Those in Charge with Governance of the Consolidated Financial Statements

The responsibility of the management is to have the consolidated financial reports presented fairly, in all material respects, in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Firms”, and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), International Financial Reporting Standards Interpretations Committee's Interpretations (IFRSIC) and Standing Interpretation Committee's Interpretative Announcement (SIC) recognized and issued into effect by the Financial Supervisory

219

Commission, Executive Yuan (FSC), and also to maintain the necessary internal controls related to the consolidated financial reports to ensure that the consolidated financial reports are free of any material misstatement arising from fraud or errors.

In the preparation of the consolidated financial statements, the management’s responsibility also includes assessing the continuing operation of Gold Circuit Electronics Group, the disclosure of the relevant matters, and the adoption of the continuing operation accounting base, unless the management intends to liquidate Gold Circuit Electronics Group or cease business operation, or there is a lack of any option except for liquidation or suspension.

The governance unit (including the Audit Committee) of Gold Circuit Electronics Group is responsible for supervising the financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

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

As part of an audit in accordance with the accounting principles in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also perform the following works:

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

  2. Obtain the necessary understanding on the internal control related to the audit in order to design appropriate audit procedures under the circumstances, but the purpose is not to express an opinion on the effectiveness of the internal control of Gold Circuit Electronics Group.

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

220

  1. Use the audit evidence obtained as the basis to draw conclusions on the suitability of the continuing operation accounting base adopted by the management and whether or not there are events or circumstances causing significant doubts regarding the continuing operation ability of Gold Circuit Electronics Group have significant uncertainties. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosure are inappropriate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditor’s report. However, future events or circumstances may result in the inability of Gold Circuit Electronics Group to continue operating.

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

  3. Obtain sufficient and appropriate audit evidence on the financial information of the Group in order to express an opinion on the consolidated financial statements. The independent auditor is responsible for guiding, supervising, and implementing the audit of the Group; also, is responsible for forming an opinion on the audit of the Group.

We communicate with those in charge of 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 in charge of 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).

We decided the key audit matters for the 2022 consolidated financial reports of the Gold Circuit Electronics Group from matters communicated on the governance unit. We describe these matters in our auditor’s 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 communications.

221

Deloitte & Touche

CPA Chao-Ling Chen

CPA Chun-Yi Chang

Financial Supervisory Commission’s Written Approval No. Jin-Guan-Zheng-Liu-Zi No.: 0930160267

Securities and Futures Commission’s written approval No: Tai-Cai-Zheng-Liu-Zi No. 0920123784

March 9, 2023

222

Gold Circuit Electronics Ltd. and its subsidiaries

Consolidated Balance Sheet

December 31, 2022 and 2021

Unit: NTD thousand

Code

1100
1110
1150
1170
1200
130X
1410
1470
11XX

1535
1600
1755
1760
1780
1840
1900
15XX
1XXX

Code

2100
2120
2150
2170
2200
2230
2250
2280
2320
2399
21XX

2540
2542
2570
2580
2640
2670
25XX
2XXX

3110
3200
3310
3320
3350
3300
3490
3500
31XX
3XXX
Assets
Current assets
Cash and cash equivalents (Notes IV and VI)
Financial assets at fair value through profit or loss - current (Notes. IV
and VII)
Notes receivable (Notes IV and IX)
Accounts receivable (Notes IV, V and IX)
Other accounts receivable (Notes IV and IX)
Inventories (Notes IV and X)
Prepayments
Other current assets (Note XVI)
Total current assets
non-current assets
Financial assets measured at amortized cost - non-current (Note IV and
VIII)
Property, plant and equipment (Notes IV, XII and XXIII)
Right-of-use assets (Notes IV, XIII and XXVIII)
Investment property (Notes IV and XIV)
Other intangible assets (Notes IV and XV)
Deferred income tax assets (Notes IV and XXIV)
Other non-current assets (Note XVI)
Total non-current assets
Total assets
Liabilities and shareholders’equity
Current liabilities
Short-term borrowings (Notes IV and XVII)
Financial liabilities measured at fair value through gains or losses -
current (Notes IV and VII)
Notes payable
Accounts payable (Note XVIII)
Other accounts payable (Note XIX)
Income tax liability for the year (Note XXIV)
Provision for liabilities-current (Notes IV and XX)
Lease liabilities - current (Notes IV and XIII)
Long-term borrowings due within a year (Notes IV and XVII)
Other current liabilities (Note XIX)
Total current liabilities
Non-current liabilities
Long-term borrowings (Notes IV and XVII)
Long-term bills payable (Note IV and XVII)
Deferred income tax liabilities (Notes IV and XXIV)
Lease liabilities - non-current (Notes IV and XIII)
Net defined benefit liabilities- non-current (Notes IV and XXI)
Other non-current liabilities (Note XIX)
Total non-current liabilities
Total liabilities
Equity attributable to owners of the Company (Note XXII)
Capital stock
Common stock
Additional paid-in capital
Retained earnings
Legal reserve
Special reserve
Undistributed earnings
Total retained earnings
Other equity items
Treasury stocks
Total equity attributable to owners of the Company
Total equity
Total liabilities and equities
December 31, 2022 December 31, 2022
20
-
-
36
-
19
1
-
76
-
21
-
2
-
1
-
24
100
7
-
-
19
9
2
1
-
-
1
39
11
-
1
-
-
1
13
52
16
4
2
2
23
27
1
-
48
48
100
December 31, 2021 December 31, 2021
Amount
$ 5,973,977
43,302
9,424
10,726,992
88,733
5,615,970
265,140
2,934
22,726,472
45,100
6,294,437
168,739
576,200
42,539
176,253
10,858
7,314,126
$ 30,040,598
$ 2,188,434
4,908
116
5,660,421
2,878,042
662,755
252,214
12,284
-
197,552
11,856,726
3,340,000
-
338,633
3,110
73,101
105,010
3,859,854
15,716,580
4,918,391
1,219,167
464,215
475,522
7,062,701
8,002,438
276,776
92,754)
14,324,018
14,324,018
$ 30,040,598
Amount
$ 3,817,107
25,691
17,628
9,105,664
91,204
4,821,750
267,134
15,899
18,162,077
31,700
5,679,186
189,143
577,900
26,550
298,232
15,497
6,818,208
$ 24,980,285
$ 1,341,206
-
-
5,502,050
2,469,318
402,785
179,552
17,246
253,142
108,933
10,274,232
1,624,108
1,250,000
135,795
15,300
200,680
78,056
3,303,939
13,578,171
5,464,879
1,206,574
167,997
475,522
3,927,668
4,571,187
257,951
98,477)
11,402,114
11,402,114
$ 24,980,285

















(





































(




















15
-
-
37
1
19
1
-
73
-
23
1
2
-
1
-
27
100
5
-
-
22
10
2
1
-
1
-
41
6
5
1
-
1
-
13
54
22
5
-
2
16
18
1
-
46
46
100

Notes to the consolidated financial reports constitute a part of these financial reports.

Chairman: Cheng-Tse Yang

Manager: Cheng-Tse Yang

Accounting Supervisor: Chang-Chin Yang

223

Gold Circuit Electronics Ltd. and its subsidiaries

Consolidated Statements of Income

January 1 to December 31, 2022 and 2021

Unit: NTD thousand, yet the earnings per share is NTD

Code
Operating income
4100
Sales income (Note IV)

Operating cost (Notes X, XXI
and XXIII)
5110
Sales cost

5900 Gross profit

Operating expenses (Notes
XXI and XXIII)
6100
Promotional expenditure
6200
Operating expenditure
6300
R&D expenditure
6450
Expected credit
impairment loss
(profit)
6000
Total operating
expenses
6500 Other gains, expenses and
losses - net (Note XXIII)
6900 Net operating profit

Non-operating revenue and
expense (Notes IV and
XXIII)
7100
Interest revenue
7010
Other revenue
7020
Other gain or loss
7050
Financial cost

7000
Total non-operating
revenue and
expense
2022
100
73

27


3

3

2
-

8

-

19


-

-

1
-

1
2021
Amount
$ 32,785,064
24,056,976

8,728,088


963,997
983,518
718,228
39,549

2,705,292

13,916

6,036,712

62,826
93,608
285,502

90,315)

351,621








(




























100
76
24

3

3

3
-
9
-
15

-

-

-
-
-

(To be continued)

224

(Continued)

(Continued)
Code
7900
Net profit before tax from
continuing operation
7950
Income tax expenses (Notes IV
and XXIV)
8000
Continuing operation net profit
for the year
Other comprehensive income
8310
Not reclassified to profit
and loss:
8311
Defined benefit plan
re-measurement
amount (Note XXI)
8349
Incomes tax related to
titles not subject to
reclassification
8360
May be reclassified to profit
and loss subsequently:
8361
Exchange differences
on translation of
foreign financial
statements
8300
Other comprehensive
income (net amount
after tax) of the year
8500
Total comprehensive income of
the year
The net earnings belong to:
8610
Owners of the Company

The total comprehensive income
belongs to:
8710
Owners of the Company

EPS (Note XXV)
From continuing operations
9710
Basic

9810
dilution
2022

20
6

14


-

-
-

-

14

14

14


2021



















15
4
11

-

-
-
-
11
11
11

Notes to the consolidated financial reports constitute a part of these financial reports.

Chairman: Chen-Tse Yang Manager: Chen-Tse Yang Accounting Supervisor: Chang-Chin Yang

225

Unit: NTD thousand

Gold Circuit Electronics Ltd. and its subsidiaries

Consolidated Statements of Changes in Shareholders’ Equity

January 1 to December 31, 2022 and 2021

Code
A1
Balance as of January 1, 2021

Appropriation and distribution of earnings from
2020
B1
Legal reserve
B5
The Company’s shareholder dividend in
cash
Change in other additional paid-in capital
C15
Cash dividend assigned with capital
reserve
C17
Capital reserve - transaction of treasury
stocks
D1
Net profits of 2021
D3
Other combined gains or losses after tax of
2021
D5
Total combined gains or losses of 2021

Z1
Balance as of December 31, 2021
Appropriation and distribution of earnings from
2021:
B1
Appropriation of legal reserve
B5
The Company’s shareholder dividend in
cash
Other changes in capital reserve:
C17
Capital reserve - transaction of treasury
stocks
D1
Net profits of 2022
D3
Other combined gains or losses after tax of
2022
D5
2022 Total comprehensive income

E3
Capital reduction in cash

Z1
Balance as of December 31, 2022
Equity attributable to owners of the Company Equity attributable to owners of the Company Equity attributable to owners of the Company Equity attributable to owners of the Company Equity attributable to owners of the Company Equity attributable to owners of the Company Treasury stocks
$ 98,477 )
-
-

-

-
-
-

-


98,477 )
-
-

-
-
-

-

5,723

$ 92,754)
Totalequity
Capitalstock
$ 5,464,879

-
-
-

-
-
-

-

5,464,879
-
-
-
-
-

-


546,488)

$ 4,918,391
Additional paid-in
capital
$ 1,471,233

-
-
(
273,244 )
8,585
-

-


-

1,206,574
-
-
12,593
-

-


-


-

$ 1,219,167
Retained earnings Undistributed
earnings
$ 1,679,970


167,997 )

546,488 )
-
-
2,926,854
35,329

2,962,183

3,927,668


296,218 )

1,202,274 )
-
4,567,875
65,650

4,633,525

-

$ 7,062,701
Other equity items Property
upwardrevaluation
$ 295,781

-
-
-
-
-

-


-


295,781

-
-
-
-

-


-


-

$ 295,781

Exchange
differences on
translation of
foreign financial
statements
$ 12,702 )

-

-
-
-
-

14,558)


14,558)


27,260 )

-

-
-
-
18,825

18,825

-

$ 8,435)
Unrealized gains or
losses from
financial assets
measured at fair
value through other
combined gains or
losses

( $ 10,570 )
-
-
-
-
-

-


-

(
10,570 )
-
-
-
-

-


-


-

($ 10,570)
Legal reserve
$ -

167,997
-

-
-
-
-

-

167,997
296,218
-
-
-
-

-

-

$ 464,215
Special reserve
$ 475,522

-

-

-
-
-
-

-

475,522
-

-

-
-
-

-

-

$ 475,522





(

(



















(
(


(
(



(


(
(
(





(
(


(



(







(


(



(

(
(



(


(
$ 9,265,636
-

546,488 )

273,244 )
8,585
2,926,854
20,771
2,947,625

11,402,114
-

1,202,274 )
12,593
4,567,875
84,475
4,652,350

540,765)
$ 14,324,018

Notes to the consolidated financial reports constitute a part of these financial reports.

Chairman: Chen-Tse Yang

Manager: Chen-Tse Yang

Accounting Supervisor: Chang-Chin Yang

226

Gold Circuit Electronics Ltd. and its subsidiaries

Consolidated Statements of Cash Flow

January 1 to December 31, 2022 and 2021

Unit: NTD thousand

Unit: NTD thousand
Code
Cash flow from operating activities
A10000
Net profit before tax for the year

A20010
Income charges (credits):
A20300
Expected credit impairment loss
(interest from recovery of
impairment)
A20100
Depreciation expenditure
A20200
Amortization expenditure
A20900
Financial cost
A29900
Provision for liabilities
A21200
Interest revenue

A21300
Dividend income

A23800
Loss on inventory valuation falling
and obsolescence (gain on
recovery)
A22500
Loss on disposal of property, plant
and equipment
A20400
Financial asset net interest measured
at fair value through gains or
losses

A20400
Net loss (or gain) from financial
liabilities measured at fair value
through gains or losses
A24100
Net profit (loss) of exchange in
foreign currencies
A24600
Loss (or gain) from fair value
adjustment of investment property
A30000
Net change in operating assets and
liabilities
A31130
Notes receivable
A31150
Accounts receivable

A31180
Other receivables
A31200
Inventories

A31230
Prepayments
A31240
Other current assets
A32140
Notes payable
A32150
Accounts payable
A32180
Other payables
A32230
Other current liabilities
A32240
Net defined benefit liabilities

A33000
Cash yielded in business operation
A33200
Interest collected
A33500
Income tax paid

AAAA
Net cash generated by operating
activities
2022
$ 6,388,333

39,549

858,157
16,225
90,315
72,512
(
62,826 )

(
124 )

148,583

34,633
(
17,611 )

4,908

154,712


1,700

8,204
(
1,661,394 )

2,494
(
943,444 )

1,994
12,965

116
158,371
286,899
88,619
(
45,517)

5,638,373
62,803
(
1,257,427)


4,443,749
2021
$ 4,048,518
(
50,106 )
762,815
12,901
67,464
23,540
(
16,385 )
(
54 )
(
9,916 )
44,197
(
18,268 )
(
13,804 )
(
8,237 )
(
900 )
45,517
(
2,344,994 )
88,045
(
1,732,708 )
3,743
(
55 )
-
1,660,676
440,886
33,633
(
24,339)
3,012,169
16,400
(
639,068)

2,389,501

(To be continued)

227

(Continued)

(Continued)
Code
Cash flow from investing activities
B00040
Acquisition of financial assets measured
at amortized cost

B07600
Dividends collected
B02700
Procurement of property, plant and
equipment

B04500
Procurement of intangible assets

B02800
Proceeds from disposal of property, plant
and equipment
B03800
Decrease in refundable deposit
B06700
Decrease in other non-current assets

BBBB
Net cash used in investing activities
Cash flow from financing activities
C00100
Increase in short-term loan
C00200
Decrease in short-term loan

C01600
Application for long-term loan
C01700
Repayment of long-term loan

C01800
Increase in long-term notes and bills
payable
C01900
Decrease in long-term-term notes payable
C04020
Repayment of lease liability principal

C03000
Collection of guarantee deposits received
C05600
Interest paid

C04500
Dividends in cash paid

C04700
Capital reduction in cash

CCCC
Net cash used in financing activities
DDDD Impact of change in exchange rate upon cash &
cash equivalents

EEEE
Net Increase (decrease) in cash and cash
equivalents
E00100 Cash and cash equivalents, beginning of year

E00200 Cash and cash equivalents, end of year
2022
( $ 13,400 )

124
(
1,360,233 )

(
2,412 )

14,667
1,090

3,549

(
1,356,615)

4,884,694
(
3,999,391 )

3,676,561
(
2,322,891 )

-
(
1,250,000 )
(
17,725 )


26,954
(
83,795 )

(
1,189,681 )

(
540,765)

(
816,039)

(
114,225)

2,156,870


3,817,107

$ 5,973,977
2021
$ -
54
(
825,948 )
(
20,999 )
15,333
74

399
(
831,087)
2,868,571
(
3,776,689 )
7,635,374
(
9,214,604 )
1,250,000
-
(
21,831 )
2,522
(
72,512 )
(
819,732 )

-
(
2,148,901)

22,635
(
567,852 )

4,384,959
$ 3,817,107

Notes to the consolidated financial reports constitute a part of these financial reports.

Chairman: Chen-Tse Yang Manager: Chen-Tse Yang Accounting Supervisor: Chang-Chin Yang

228

Gold Circuit Electronics Ltd. and its subsidiaries

Notes to consolidated financial statement

January 1 to December 31, 2022 and 2021

(Expressed in Thousand New Taiwan Dollars, unless specified otherwise)

I. Company History

Gold Circuit Electronics Ltd. (GCE) was established in Jhongli Dist., Taoyuan City in September 1981, primarily engaged in manufacturing, processing and trading printed circuit boards.

The Company’s stocks have been traded on TWSE since March 1998.

The functional currencies adopted by the Company and its subsidiaries are NTD, CNY and USD respectively. Considering that the Company is a listed company based in Taiwan, in order to improve the comparability and consistency of the financial reports, the consolidated financial reports are denominated in NTD.

II. Dates and procedures for Approving Financial Statements

The parent company-only financial statements were approved by the Board of Directors on March 9, 2023.

III. Applicability of newly promulgated and amended standard rules and interpretations

(I) The first-time adoption of the IFRS, IAS, IFRIC, and SIC and effective upon promulgation by the Financial Supervisory Commission (“FSC”) (hereinafter referred to as the “IFRSs” collectively).

The application of the amended IFRSs that are approved and released to take effect by the FSC would not cause significant changes to the accounting policies of the Consolidated Company.

(II) Applicable IFRSs approved by the FSC in 2023.

Applicable IFRSs approved by the FSC in 2023.
New promulgation/Amendment/Amended Rules and
Interpretation
Amendments to IAS 8 “Disclosure of Accounting
Policies”
Amendments to IAS 8 “Definition of Accounting
Estimates”
Amendment to IAS 12 “Deferred Tax related to
Assets and Liabilities arising from a Single
Transaction”
The effective date
promulgated by IASB
Sunday, January 1, 2023
(Note 1)
Sunday, January 1, 2023
(Note 2)
Sunday, January 1, 2023
(Note 3)

Note 1: The amendment is applicable during the annual reporting period that begins after January 1, 2023.

229

  • Note 2: The amendment is applicable to changes to accounting estimates and the accounting policy that occur during the annual reporting period that begins after January 1, 2023.

  • Note 3: Except for the deferred income tax recognized of the temporary differences of lease and decommissioning obligation on January 1, 2022, the said amendment applies to transactions that occurred after January 1, 2022.

  • Amendments to IAS 1 “Disclosure of Accounting Policies”

  • The amendment specifies that the Consolidated Company shall follow the

  • definition of “material” while deciding material accounting policy information that should be disclosed. If the accounting policy information can be reasonably expected to likely affect decisions made by main users of general-purpose financial statements based on the financial statements, such information is considered “material.” The amendment also clarifies that:

  • ⚫ The accounting policy information concerning non-material transactions, other matters, or conditions are considered non-material; the Consolidated Company does not need to disclose the said information.

  • ⚫ The Consolidated Company may determine if relevant accounting policy information is considered material based on the nature of the transactions, other matters, or conditions, even if the value involved is non-material.

  • ⚫ Not all accounting policy information relevant to material transactions, other matters, or conditions are considered material.

  • In addition, the amendment explains through examples that accounting

  • policy information may be considered material if it is relevant to material transactions, other matters, or conditions:

  • (1) The Consolidated Company changed its accounting policies during the reporting period and the said changes resulted in material changes of information provided in financial statements.

  • (2) The Consolidated Company chooses its applicable accounting policies from options allowed under the Standard.

  • (3) The accounting policies are established by the Consolidated Company in compliance with IAS 8 “Accounting Policies, Changes in Accounting Estimates, and Errors” due to the lack of requirements of specific standards.

  • (4) The Consolidated Company discloses applicable accounting policies that are decided requiring utilization of material judgment or assumptions; or

230

  • (5) Complicated accounting processing requirements are involved and users of the Financial Statement rely on such information in order to know the said material transactions, other matters, or conditions.

  • Amendments to IAS 8 “Definition of Accounting Estimates”

The amendment specifies that accounting estimate refers to amount in currencies impacted by measurement uncertainties in financial statements. While applying accounting policies, it may be necessary for the Consolidated Company to measure items to be included in the financial statements with the amount in currencies that cannot be directly observed and hence needs to be estimated. As a result, it is required to fulfill this purpose by developing accounting estimates taking advantage of the measurement technique and the input value. If impacts of changes in the measurement technique and the input value on accounting estimates are not corrections of preceding errors, such changes are considered changes in accounting estimates.

  1. Amendment to IAS 12 “Deferred Tax related to Assets and Liabilities arising from a Single Transaction”

The amendment clarifies that transactions of the same value generated and subject to taxation and for which temporary differences may be eliminated when initially recognized are not applicable under the waiver requirement initially recognized in IAS 12. The Consolidated Company would recognize deferred income tax assets (if its taxable income is likely to be available for deducting temporary differences) and deferred income tax liabilities of all temporary differences relevant to leases and decommissioning obligations that may be eliminated and are subject to taxation on January 1, 2022 and adjust the cumulative effects to be recognized as initial balance of retained earnings on that date. Transactions other than leases and decommissioning obligations, on the other hand, would be deferred in applying the said amendment on January 1, 2022 onwards.

Except for the impacts mentioned above, as of the date the consolidated financial reports were approved and released, the Consolidated Company had evaluated and determined that the amendments made to other standards and their interpretations will not significantly impact the financial standing and financial performance.

231

  • (III) IFRSs already published by the IASB but not yet recognized or issued into effect by the FSC.
the FSC.
New promulgation/Amendment/Amended Rules and
Interpretation
Amendments to IFRS 10 and IAS 28 “Assets sales or
contribution between the investor and the affiliated
company or joint venture.”
Amendment to IFRS 16 "Lease Liabilities for Sale
and Leaseback"
IFRS 17 “Insurance Contract”
Amendments to IFRS 17
Amendment to IFRS 17 “Initial Application of IFRS
17 and IFRS 9—Comparative Information”
Amendments to IAS 1 “Classification of Liabilities
as Current or Noncurrent”
Amendment to IAS 1 “Non-current liabilities with
contract terms and conditions"
The effective date
promulgated by IASB
(Note 1)
To be determined
Monday, January 1, 2024
(Note 2)
Sunday, January 1, 2023
Sunday, January 1, 2023
Sunday, January 1, 2023
Monday, January 1, 2024
Monday, January 1, 2024

Note 1: Unless otherwise expressly remarked, the aforementioned new/Amendment/Amended Rules or Interpretation come into effect in the fiscal year starting from the respective specified effective dates.

  • Note 2: The seller and lessee shall retroactively apply the amendments to IFRS 16 for sale and leaseback transactions signed after the initial date of application of IFRS 16.

  • Amendments to IFRS 10 and IAS 28 “Assets sales or contribution between the investor and the affiliated company or joint venture.”

The amendment provides that if a consolidated company sells or contributes assets to affiliated companies (or joint ventures), or the consolidated company loses the control over a subsidiary but retains significant influence on the subsidiaries (or joint control), and if the aforementioned assets or subsidiary in compliance with the definition of a business under IFRS 3 “Business Combinations” the consolidated company is to recognize the profit and loss of the transactions fully.

In addition, if a Consolidated Company sells or contributes assets to affiliated companies (or joint ventures), or the Consolidated Company loses the control over a subsidiary in the trade with affiliated companies (or joint ventures) but retains significant influence on the subsidiaries (or joint control), and if the aforementioned assets or subsidiary not in compliance with the definition of

232

IFRS 3 “Business,” the Consolidated Company is to recognize the profit and loss of the transactions only within the equity scope of the affiliated companies (or joint ventures) irrelevant to the investors, in other words, the profit and loss attributable to the Consolidated Company should be offset.

Amendments to IAS 1 “Classification of Liabilities as Current or Noncurrent” (amended in 2020) and “Non-current liabilities with contract terms and conditions” (amended in 2022)

The amendment in 2020 clarifies that in order to determine whether a liability should be classified as non-current, it is necessary to evaluate whether the Consolidated Company has the right to defer settlement of the liability for at least 12 months after the reporting period, at the end of the reporting period. If the Consolidated Company has such right at the end of the reporting period to defer settlement of the liability after the reporting period, the liability should be classified as noncurrent, irrelevant with whether the Consolidated Company is expected to exercise the right or not.

The amendment in 2020 also specifies that the Consolidated Company must have followed specific criteria when the reporting period ends if it is required for the Consolidated Company to follow specific criteria in order to be entitled to delay the pay-off of liabilities. This applies even if the lender tests if the Consolidated Company has followed the said criteria on a later date. The amendment in 2022 further clarified that only the contract terms that need to be followed before the end date of the reporting period would impact the classification of liabilities. Although the contract terms that need to be followed within 12 months after the reporting period do not impact the classification of liabilities, related information needs to be disclosed so that users of financial reports understand that the risk of the Consolidated Company possibly being unable to abide by contract terms and hence the need to pay back within 12 months after the reporting period.

The amendment in 2020 stipulates that for the purpose of liability categorization, the above-mentioned pay-off means the transfer of cash, other economic resources, or the equity tools of the Consolidated Company to the trading counterpart to result in disappearance of liabilities. Notwithstanding, where, according to the terms and conditions of liabilities, the liabilities might be paid off at the discretion of the trading counterpart through the transfer of the

233

Consolidated Company’s equity instruments and said discretion is stated into equity separately under IAS 32 “Financial Instruments: Presentation,” the classification of liabilities would remain unaffected by said terms and conditions. 3. Amendments to IFRS 16 "Lease Liabilities for Sale and Leaseback"

The said amendment clarifies that if the transfer of assets fulfills the requirement of IFRS 15 “Revenue from Contracts with Customers” and hence is handled as sale of assets in after-sales leaseback transactions, the liabilities incurred because of the leaseback for the seller and lessee shall be handled as required for lease liabilities under IFRS 16. If the variable lease payment not determined by index or rate is involved, the seller and lessee shall weigh the liabilities in a way that losses/gains relevant to the retained right of use are not recognized. Later, the difference between the lease payment and the actual payment for the current term included in the calculation of lease liabilities is listed under gains or losses.

In addition to the impact referred to above, the Consolidated Company continued to assess the impact of the other standards and interpretation on the financial position and financial performance up to the date the consolidated financial reports approved and published; also, the relevant influences would be disclosed upon the completion of assessment.

IV. Summary of Significant Accounting Policies

(I) Declaration in compliance

The present consolidated financial reports has been duly worked out in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and the IFRSs recognized and issued into effect by FSC. (II) Basis of preparation

Except for the financial instruments measured at fair value, investment properties, and the net defined benefit liabilities recognized at fair value after the project assets are deducted from the present value of defined benefit obligations, the consolidated financial reports have been duly prepared on the grounds of historical costs.

The evaluation of fair value could be classified into Degree 1 to Degree 3 by the observable intensity and importance of related input value:

  1. Degree 1 input value: refers to the quotation of the same asset or liability in an active market as of the evaluation (before adjustment)

234

  1. Degree 2 input value: refers to the direct (the price) or indirect (inference of price) observable input value of asset or liability further to the quotation of Level 1.

  2. Degree 3 input value: the unobservable input value of asset or liability.

  3. (III) Standards in differentiating current and non-current assets and liabilities Current assets include:

  4. Assets held primarily for the purposes of transactions;

  5. Assets anticipated to be realized within 12 months after the balance sheet date; and

  6. Cash and cash equivalents (excluding those restricted for exchanging or liquidating liabilities over 12 months after the balance sheet date). Current liabilities include:

  7. Liabilities held primarily for the purposes of transactions;

  8. The liabilities to be liquidated upon due within 12 months after the balance sheet date (those with long-term refinancing or payment term rearrangement completed from the balance sheet date to the financial reports approved and published date are also classified as current liabilities), and

  9. Liabilities that cannot be with the liquidation date deferred unconditionally for at least 12 months after the balance sheet date; Where the liabilities might be paid off at the discretion of the other party through the tools of the issuance equity, the classification would remain unaffected.

  10. Those not as aforementioned current assets or current liabilities are classified as

  11. non- current assets or non-current liabilities.

  12. (IV) Basis of consolidation

  13. The present Consolidated financial reports are the financial reports containing

  14. the Company, and the entities under the control by the Company (subsidiaries). Consolidated statements of income of comprehensive income already covered the operating profit and/or loss of the subsidiaries, which have been acquired or disposed of the current term, from the date of acquisition until the date of disposal. The financial reports of the subsidiaries have been duly adjusted so that their accounting policies would be consistent with the accounting policies of the Consolidated Company. Upon preparation of the consolidated financial reports, the transactions among entities, balances, gains, expenses and losses on account have been written out in full. The total comprehensive incomes of the subsidiaries were non-controlling interest attributed to

235

the Company’s owners and the non-controlling interest, to become the balance of loss even as the non-controlling interest.

When the change in the ownership equity on a subsidiary of any consolidated company does not result in a loss of control, it is processed as an equity transaction. The book value of the Consolidated Company and the non-controlling equity has been adjusted to reflect the change in the relative equity on the subsidiary. The difference between the adjusted amount of the non-controlling equity and the considerations paid or collected is directly recognized as equity and attributable to the Company’s shareholders.

When the Consolidated Company loses control of a subsidiary, the disposal of gains or losses is the difference between the following two: (1) the sum of the fair value of the consideration collected and the remainder of the investment in the foregoing subsidiary according to the fair value on the date the control was lost and (2) the sum of assets (including good will) and liabilities and non-controlling interests of the said subsidiary according to the book value on the date the control was lost. Meanwhile, the amount relevant to the said subsidiary recognized in other combined gains or losses were managed on the same accounting grounds as those that it should comply with if the Consolidated Company directly disposes of the relevant assets or liabilities.

Please refer to Note XI and Attachment 5 for the information, shareholding ratio, and business operation of the subsidiary.

(V) Foreign currency

When the respective entities prepared for the consolidated financial reports, the transactions conducted in currencies other than the entities’ functional currencies (foreign currencies) were converted into the records of functional currencies based on the exchange rates quoted on the date of transactions.

The items in foreign currencies were converted at the exchange rates closed on each and every balance sheet date. The difference in foreign exchanges incurred by the items of settlement currency items or conversion currency items was recognized as the profit and/or loss for the term of occurrence.

The foreign currencies, non-current items measured at fair values were converted at the exchange rates quoted on the date on which the fair values were determined. The difference in foreign exchange so incurred was entered as the profit and/or loss of the current term. In the event where the change in the fair value was

236

recognized into other comprehensive profit and/or loss, the difference of the foreign exchange so incurred was entered as other comprehensive profit and/or loss.

The non-current items measured at historical costs were converted based on the exchange rate quoted on the date of transaction and were not converted anew.

Upon preparation of the consolidated financial reports, the assets and liabilities of the overseas operating institutions (including the subsidiaries in the countries of business operation or those using currencies different from the Company’s) were converted to New Taiwan Dollars based on the exchange rate quoted on every balance sheet date. The gain, fee and loss items were converted based on the exchange rates averaged in the current term. The difference of conversion so incurred was entered as other comprehensive income.

If the Consolidated Company disposes of all equities of its foreign operating sites or disposes of some of the equities of the subsidiaries of its foreign operating sites and loses control or the retained equities following such disposal are financial assets handled according to the accounting policy for financial instruments, all cumulative exchange differences that are relevant to the said foreign operating sites shall be recategorized as gains or losses.

(IV)

If partial disposal of the subsidiaries of overseas operating entities does not lead to loss of control, cumulative exchange differences will be calculated as part of the non-controlling interests that re-belong to the said subsidiaries and they are not recognized as gains or losses. Under other circumstances where overseas operating institutions are partially disposed of, accumulated differences of conversion, on the other hand, are recategorized to gains or losses in proportion to the disposal. Inventories

Inventories include raw materials, supplies, finished goods and work in process. The inventory was measured at the lower of cost and net realizable value. In comparison between the cost and realizable value, the individual items shall be taken as the grounds except inventory of the same categories. The term “net realizable value” as set forth herein denotes the balance of the selling price estimated under normal conditions deducted with the cost which is estimated to be invested till completion of manufacture and completion of sales. The cost of inventory was calculated in weighted average method.

(VII) Property, plant and equipment

237

The property, plant and equipment were recognized at costs. Subsequently thereafter, they were measured at the amount of the costs deducted with depreciation and the loss in the accumulated impairment.

The property, plant and equipment under construction were recognized at the amount of the costs after deducting the loss in the accumulated impairment. The costs included fees incurred for professional services and costs of loan which were consistent with the conditions of capitalization. For those assets, depreciation started being amortized when those assets were completed to the extent of being ready for use and duly classified into the appropriate categories of property, plant and equipment.

Except own land, for which no depreciation would be provided, the other property, plant and equipment were depreciated and for each and every major part individually, on a straight-line basis within the useful years. The Consolidated Company, at least at the end of each fiscal year, has the estimated useful years, residual value, and depreciation method reviewed, and also delayed the effects of changes in applying accounting estimates.

When the property, plant, and equipment were written-off, the difference between the net proceeds from disposal and the book value of the asset is recognized in the profit and loss.

(VIII) Investment property

The investment property denotes such property held in an attempt to earn rent or capital increment or for the both purposes. The investment property also includes the land held for which the future purpose of use has not been resolved.

The investment property was measured at the initial costs (including transaction costs). Subsequently thereafter, it will be measured at the fair value. Changes of the fair value are recognized in the profit and loss when occurring.

When investment property is written off, the difference between the net proceeds from disposal and the book value of the asset is recognized in the profit and loss. (IX) Intangible assets

  1. Individually acquired

The intangible assets with limited useful life individually acquired were measured at costs. Subsequently, they were measured at cost deducted with the amount of accumulated amortization and the loss of the accumulated impairment. Intangible assets within the durability period are amortized on the straight-line basis. The Consolidated Company reviews at least on the end date

238

of each year the estimated durability period, residual value, and depreciation method and postpones impacts where changes in accounting estimates apply. Intangible assets with indefinite durability are recognized with the cost less cumulative impairment loss.

  1. Derecognition

When intangible assets are written off, the difference between the net proceeds from disposal and the book value of the asset is recognized in the profit and loss.

(X) Impairment of real estate properties, plants and equipment, right-of-use assets, and intangible assets-related assets

The Consolidated Company evaluates on the date shown on each balance sheet whether there are any signs showing that real estate properties, plants, and equipment, right-of-use assets, of investment-oriented real estate properties and intangible assets might have been impaired. Where any sign of impairment was found to exist, the Company estimated the recoverable amount of such assets. In the event that the recoverable amount of individual assets could not be estimated, the Consolidated Company estimated the recoverable amount of the units that yielded cash. The common asset is amortized to each cash-generating unit in accordance with a consistent and reasonable sharing basis.

The intangible asset with indefinite useful years and not yet available for use should be tested for impairment at least annually or should be tested when there is an indication of impairment.

The recoverable amount denotes fair value deducted with the selling costs and the useful value, whichever is the higher. In the event that the individual asset or the recoverable amount of the units that yielded cash was found below the book value, such asset or the book value of the units that yielded cash was adjusted downward to the recoverable amount, with the impairment profit and loss recognized in profit and loss.

(XI) Financial instruments

The financial assets and financial liabilities were recognized onto the consolidated balance sheet when the Consolidated Company became a party to the contract of the financial instruments.

239

Upon initial recognition of financial assets and financial liabilities, if the financial assets or financial liabilities were those other than the financial assets or liabilities at fair value through profit or loss, the Consolidated Company measured the same based on the fair value added with the transaction costs, which could be directly attributed to the acquisition or issuance of the financial assets or financial liabilities. The transaction costs which could be directly attributed to the acquisition or issuance of such financial assets or financial liabilities, which were measured at the fair value, were imaginably recognized as the profit and/or loss.

  1. Financial assets

The transaction customs of the financial assets were recognized or derecognized on the transaction day accounting basis.

  • (1) Categories of measurement

The financial assets held by the Consolidated Company include financial assets at fair value through profit or loss, financial assets measured at amortized cost, and investment in equity instruments at fair value through other comprehensive income.

A. The financial assets at fair value through profit or loss.

The financial assets at fair value through profit or loss refer to those measured at fair value through profit or loss compulsorily. The financial assets measured at fair value through profit or loss compulsorily include the investment in equity instruments not designated to be measured at fair value through other comprehensive income, and the investment in bond instruments not eligible to be categorized those at amortized cost or at fair value through other comprehensive income.

The financial assets at fair value through gains or losses were measured at fair value, and the gains or losses so incurred were recognized as other profit and loss. Please refer to Note XXVII for the determination of fair value.

B. Financial assets measured at amortized cost

If the financial assets invested by the Consolidated Company meet the following two conditions at the same time, they are classified as financial assets measured at amortized cost:

240

  • a. Being held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

  • b. The contractual terms of the financial asset give rise, on specified dates, to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Upon the initial recognition, the financial assets measured at amortized cost (including cash and cash equivalents, accounts receivable measured at amortized cost, other accounts receivable, time deposit with initial maturity date more than three months away, and refundable deposit ) were measured at the amortized cost after the total book value decided using the effective interest method less any impairment loss. Any foreign currency exchange income was recognized in the profit or loss.

Except in the following two circumstances, the interest revenue was calculated at the effective interest rate multiplying by the total book value of the financial assets:

  • a. For the purchased or originated credit-impaired financial assets, the interest revenue was calculated at the effective interest rate multiplying by the amortized cost of the financial assets upon credit adjustment.

  • b. For those other than purchased or originated credit-impaired financial assets, which, however, became the purchased or originated credit-impaired financial assets subsequently, the interest revenue was calculated at the effective interest rate multiplying by their amortized cost as of the next reporting period after the credit impairment.

The credit-impaired financial assets mean that issuers or debtors already suffered hard-up financial standing or default, or an event where a debtor was about to run into bankruptcy or proceed with financial reorganization, or the hard-up financial standing leading to loss of active market of the assets.

Cash equivalents include time deposits in high liquidity, which could be converted into cash of the specified amounts at any time within three (3) months from acquisition, with little risk in the change in

241

values, intended to be used to satisfy the commitment in the short-term cash.

  • C. Investment in Equity Instruments at Fair Value through Other Combined Gains or Losses

However, the Consolidated Company may choose at the time of original recognition to have the equity instrument investment not held for trading and not recognized by the acquirer in the business combination transaction or not with consideration measured at fair value through other comprehensive income.

Investment in equity instruments at fair value through other comprehensive income are measured at fair value, and the subsequent movements of the fair value are measured in other comprehensive income, and accumulated in other equity. When disposing investments, the accumulated profit/loss is transferred to the retained earnings directly without reclassified as profit/loss.

The dividends from the investment in equity instruments at fair value through other comprehensive income are recognized in profit/loss when the Consolidated Company’s rights of receiving payment is confirmed, unless such dividends obviously represents the recovery of part of the investment.

(2) Impairment of financial assets and contract assets

On each balance sheet date, the Consolidated Company evaluates the impairment loss on financial assets (including accounts receivable), financing lease payments receivable, and impairment loss of contract assets based on expected credit loss.

The allowance losses on accounts receivable were all recognized based on the lifetime expected credit loss. For other financial assets, the credit risk is evaluated if there is any significant increase after the initial recognition. If not, the allowance loss is recognized based on the expected credit losses of 12 months; if there any significant increases, the allowance loss is recognized based on the expected credit losses of life time.

Expected credit losses as the weighted average of credit losses with the weightings being the respective risks of a default occurring. 12-month expected credit losses are expected credit losses that result from those

242

default events on the financial instruments that are possible within 12 months after the reporting date. Lifetime expected credit losses are the expected credit losses that result from all possible default events over the life of the financial instruments.

The book value of all impairment losses on financial assets were reduced via the allowance account.

(3) Derecognition of financial assets

The Consolidated Company would derecognize financial assets only in the event where the interests on a contract for financial assets based cash flow ceased to be effective or where they had transferred financial assets and almost all risks and returns of all ownership over the financial assets had been transferred to another enterprise.

Where a financial asset measured at amortized cost was derecognized end masse, the difference between the book value and collected consideration was recognized into profit or loss. When fully derecognizing the investment in equity instrument at fair value through other comprehensive income, the accumulated profit/loss is directly transferred to retained earnings, not to be reclassified as profit or loss.

2.

Equity instruments

The liabilities and equity instruments issued by the consolidated company were categorized as financial liabilities or equity based on the substance of the contract agreement and the definition of financial liabilities and equity instruments.

The equity instruments issued by the Consolidated Company were recognized based on the acquisition price less direct issuing cost.

The Consolidated Company’s own equity instruments re-acquired were derecognized and deducted under the equity title. Acquisition, sale, issuance or cancellation of the Consolidated Company' own equity instruments would not be recognized into profit or loss.

3. Financial liabilities

  • (1) Subsequent measurement

All financial liabilities are measured at amortized cost based on the effective interest, unless in the following circumstances:

Financial liabilities at fair value through profit or loss

243

Financial liabilities at fair value through profit or loss refer to the financial liabilities held for trading.

The financial liabilities held for trading were measured at fair value, the interest so incurred recognized into the financial cost, and the other profit or loss so incurred from re-measurement recognized into other profit or loss.

Please refer to Note XXVII for the determination of fair value.

  • (2) Derecognition of financial liabilities

When de-recognizing financial liabilities, the difference between the book value and the consideration paid (including any transferred non-cash assets or assumed liabilities) is recognized into profit or loss.

  1. Derivative financial instruments

The Consolidated Company entered into forward foreign exchange contracts as their derivative financial instruments to manage their exposure to the foreign exchange rate risk.

Derivative financial instruments were initially recognized at fair value at the date the derivative financial instrument contracts were entered into and were subsequently remeasured to their fair value on the balance sheet date. The resulting profit or loss is stated into profit or loss immediately. Notwithstanding, when the derivative financial instruments which were designated and considered as effective hedging instruments should be recognized into profit or loss should be decided subject to the nature of hedging relationship. The derivatives with positive value were classified as financial assets. Those with negative value were classified as financial liabilities.

If the derivatives are embedded into the master contracts for assets falling in the scope under IFRS 9 “Financial Instruments”, the financial assets shall be classified based on the entire contracts. Embedded derivatives other than those embedded into the host contracts for assets falling in the scope under IFRS 9 (e.g. those embedded into the master contracts for financial liabilities) were treated as separate derivatives when they met the definition of a derivative, their risks and characteristics were not closely related to those of the host contracts, and the contracts were not measured at fair value through profit or loss.

(XII) Provision for liabilities

244

The provision for liabilities was determined with the obligation risk and uncertainty taken into account, which is the best estimate of the obligation payable on the balance sheet date.

(XIII) Recognition of revenue

Upon identification of the performance obligation in the contract with customers, the Consolidated Company amortized the transaction price to the performance obligations in the contract and recognize income upon fulfilling performance obligation of the contract.

If the Consolidated Company signs multiple contracts with the same customer (or the customer’s related party) almost at the same time, the Consolidated Company would treat them as one single contract, as the commitment about commodity or labor service under the contracts should be identified as single performance obligation.

For any contract providing the time interval between transfer of commodities or labor services and collection of consideration no more than one year, no adjustment would be made on the transaction price with respect to the financing component thereof.

Sales revenue

The sales revenue was generated from the sale of the electronic products, such as printed circuit boards. Upon arrival of products to the destination designated by customers, the customers have already owned the right to set the price and use the same and taken the responsibility for re-sale and borne the obsolescence risk; therefore, the Consolidated Company recognized the revenue and accounts receivable at that moment.

As the ownership of processed products has not yet been transferred at the time of processing on order, no revenue would be recognized at that moment. (XIV) Lease

The Consolidated Company evaluated if a contract was, or included a lease on the date when the contract was established.

  1. The Consolidated Company was the Lessor.

In the event that all risks and remuneration of the ownership of the assets based on the leasehold terms and conditions were transferred to the lessees in full, such assets were classified as financing leasehold. All other categories of leases were classified as operating leases.

245

Under the operating leases, the rent less the lease incentives was recognized into profit or loss based on the straight-line method in the duration of the leases. The initial direct cost arising from negotiating and arranging operating leases, was increased to the book value of the underlying assets, and recognized as expenditure on the straight-line basis over the lease period.

2.

The Consolidated Company was the Lessee.

The lease payments applicable to the recognized waived low-valued underlying asset lease and the short-term lease are recognized as expenditure on the straight-line basis over the lease period. For all other leases, the right-of-use assets and lease liabilities are recognized from the starting date of leases.

The right-of-use assets were originally measured at the costs (including the original measured amount of lease liability); subsequently, they were measured at the costs deducting the accumulated depreciation and the accumulated impairment loss, and the re-measurement of the lease liability was adjusted. The right-of-use assets were individually expressed in the consolidated balance sheet.

The right-of-use assets on the straight-line basis were depreciated from the starting date of lease until expiration of the useful years or the lease period, whichever earlier. If the ownership of underlying assets would be acquired upon expiration of the lease period, or the costs of right-of-use assets reflected the exercise of right of first refusal, the assets should be depreciated from the starting date of lease until expiration of the useful years.

The lease liabilities were measured based on the present value of the lease payment (including fixed payment and variable lease payment depending on any index or fees ). If the implied interest rate of a lease should be easy to be confirmed, the rate should be applied to discount the lease payment. Otherwise, the incremental the lessee’s loan rate of interest should apply instead.

Subsequently, the lease liabilities were measured at amortized cost using the effective interest method. The interest expenditure was also amortized within the lease period. If there was any change in the lease period or any index or fees determining the lease payments would result in changes of future lease payment, the Consolidated Company re-measured the lease liabilities, and relatively adjusted the right-of-use assets; provided the book value of the right-of-use asset has decreased to zero, the remaining re-measured amount was recognized in the

246

profit or loss. The lease liabilities were individually expressed in the consolidated balance sheet.

(XV) Cost of borrowings

The costs of loan for the assets that meet the essential requirement and directly attributable to the acquisition, construction, or production of assets is deem as part of the asset cost until all of the necessary activities completed for the assets to reach its intended use or sale state.

The income of a temporary investment with a specific loan that has not yet met the essential requirement of capital expenditure is deducted from the cost of loan that meets the essential requirements of capitalization.

In addition to the transaction stated in the preceding paragraph, costs of all other loans are recognized into profit and loss upon occurring.

(XVI) Government subsidies

The government subsidies would be recognized only if that it is strongly believed on reasonable grounds that the Consolidated Company would comply with the conditions imposed on the government subsidies and such subsidies may be received affirmatively.

Government subsidies concerning gains are recognized systematically under other income during the period where related costs they are meant to offset are recognized by the Consolidated Company as expenditure. The government subsidies for acquisition of non-current assets by the Consolidated Company through procurement/construction or in any other manners should be debited into the book value of the non-current assets, and recognized into profit and/or profit within the useful years of the assets by reducing the depreciation or amortization expenses for the non-current assets.

If government subsidies are meant to compensate for incurred expenditure or losses or for providing the Consolidated Company with immediate financial support and are not associated with costs in the future, they are recognized under gains or losses during the collectible period.

(XVII) Employee benefits

  1. Short-term employee benefits

Short-term employee benefits related liabilities are the non-discounted amount prepaid in exchange for employee services.

  1. Benefits after severance/retirement

247

For pension under the defined contribution retirement plan, the amounts of pension to be contributed during the period in which employees provided services were recognized as expenditure.

The defined benefit costs under the defined benefit retirement plan (including the service costs, net interest, and re-measurement amount) were based on the actuary of projected unit credit method. The service costs (including current service costs), and net interest on the net defined benefit liabilities (assets) were recognized as employee benefit expenditure in the period they occur. The re-measurement amount (including actuarial profit and loss and projected ROA net of applicable interest) was recognized as other comprehensive income and stated as retained earnings at the time of realization, but would not be reclassified as income in subsequent periods.

The net defined benefit liabilities (assets) refer to the amount short (surplus) in the contribution under the defined benefit retirement plan. The net defined benefit assets should not exceed the refund of the contributed fund or decrease the present value of contribution of fund in the future. 3. Resignation benefits

The Consolidated Company had resignation benefit liabilities recognized when the resignation benefit contract cannot be revoked or when recognizing the related reorganization cost (whichever is sooner).

(XVIII) Income tax

The income tax expenditure denotes the total of the income tax payable in the current term and the deferred income tax.

  1. Current income tax

The Consolidated Company decides gains (losses) for the current term according to the laws and regulations defined in the jurisdiction where income tax is filed and calculates the payable (recoverable) income tax accordingly.

The income tax imposed on undistributed earnings calculated as required by the Income Tax of the Republic of China is recognized for the year according to the resolution reached in the shareholders' meeting.

Adjustment of the prior years’ income tax is added to current income tax expenditure in the year the adjustment is made.

  1. Deferred income tax

248

Deferred income tax is computed in accordance with the temporary differences between book value of the assets and liabilities and the tax base for calculating the taxable income.

Deferred tax liabilities are generally recognized in accordance with all taxable temporary differences. Deferred tax assets are recognized when there are likely to have taxable income available for deductible temporary difference.

All taxable temporary differences relevant to the investment in subsidiaries were recognized as deferred income tax liabilities, unless the Consolidated Company could control the time point of recovery of the control over the temporary difference, or said temporary difference would be very likely not recoverable in the foreseeable future. The deductible temporary differences associated with such investment were recognized as deferred income tax assets, to the extent that sufficient taxable income was available to realization of temporary differences and such differences were expected to be reversed in the foreseeable future.

The book value of the deferred income tax assets was reviewed anew on each and every balance sheet date. Aiming at such event where there would be very likely not adequate taxable income to recover the assets either in whole or in part, the Consolidated Company adjusted downward the book value. Those which were not initially recognized as deferred income tax assets were also reviewed anew on each and every balance sheet date. The Consolidated Company, in turn, would adjust upward the book value in the future while there would be likely to yield taxable income to recover assets either in whole or in part.

The deferred income tax assets and liabilities were measured at the tax rates of that term. The said tax rate would be on the grounds of the tax rates and taxation laws, which had been enacted or had been substantially enacted as of the balance sheet date. The deferred income tax liabilities and assets were measured to reflect the Consolidated Company’s taxation consequences for the book value of the assets and liabilities anticipated to be recovered or reimbursed as of the balance sheet date. Where the investment property measured at fair value is a non-depreciation asset, or the economic model as held would not be likely to consume almost all of the economic benefit from the assets over time,

249

the Consolidated Company would assume that the book value of the assets was recovered through sale.

  1. Current and deferred income tax

The current and deferred income tax was recognized into profit and/or loss. The current and deferred income tax relevant to the items, which were recognized in other comprehensive income or directly counted into the items of equity, was recognized into other comprehensive income or directly counted into equity respectively.

Where the current income tax or deferred income tax was generated from acquisition of any subsidiary, the income tax effect should be included into the invested subsidiary's accounting treatment.

  • V. Major sources of major accounting judgments, estimates and hypotheses of uncertainty

Where the Consolidated Company adopted accounting policies, for the relevant information which was found hardly available from other sources, the management must come to relevant judgments, estimates and hypotheses based on historical experiences and other relevant factors. The actual consequences might differ from the estimates.

The management would continually review the estimates and fundamental hypotheses. In the event that the estimated amendment would only affect the current term, it would be recognized in the term when the amendment was made. In the event that the amendment of the accounting estimates would simultaneously affect both the current and future terms, it would be recognized in the term when the amendment was made, and the future term.

Major sources of estimates and hypotheses of uncertainty

Estimated impairment of financial assets

The estimated impairment of accounts receivable is based on the Consolidated Company’s hypotheses about the default rate and defaults loss rate. The Consolidated Company took into consideration the historical experience, existing market conditions and forward-looking estimates to make the assumptions and select the inputs to the impairment calculation. For details of the key assumptions and inputs used, please refer to Note XXVII. If the actual future cash flows are less than expected, a material impairment loss may have arisen therefor.

VI. Cash and Cash Equivalents

December 31, 2022 December 31, 2021 Cash on hand and working capital $ 1,209 $ 1,263

250

December 31, 2022
Bank’s notes and current deposit
4,665,815
Cash equivalents (investment due
within three (3) months in the
date of initial maturity).
Bank time deposit
1,306,953
$ 5,973,977
Financial Instruments at Fair Value through Profit or Loss
December 31, 2022
Financial assets-current
At fair value through profit or loss
compulsorily
Derivatives (not under hedge
accounting)
-Forward foreign
exchange contracts
(1)
$ 40,166
-FX swaps contracts
(2)
-
Non-derivative financial
assets
-TWSE/TPEx-listed
stocks

3,136
$ 43,302
Financial liabilities-Current
At fair value through profit or loss
compulsorily
Derivatives (not under hedge
accounting)
-Forward foreign
exchange contracts
(1)
$ 704
-FX swaps contracts
(2)

4,204
$ 4,908
December 31, 2022
Bank’s notes and current deposit
4,665,815
Cash equivalents (investment due
within three (3) months in the
date of initial maturity).
Bank time deposit
1,306,953
$ 5,973,977
Financial Instruments at Fair Value through Profit or Loss
December 31, 2022
Financial assets-current
At fair value through profit or loss
compulsorily
Derivatives (not under hedge
accounting)
-Forward foreign
exchange contracts
(1)
$ 40,166
-FX swaps contracts
(2)
-
Non-derivative financial
assets
-TWSE/TPEx-listed
stocks

3,136
$ 43,302
Financial liabilities-Current
At fair value through profit or loss
compulsorily
Derivatives (not under hedge
accounting)
-Forward foreign
exchange contracts
(1)
$ 704
-FX swaps contracts
(2)

4,204
$ 4,908
December 31, 2021 December 31, 2021
3,136,536

679,308
$ 3,817,107
December 31, 2021

Financial assets-current
At fair value through profit or loss
compulsorily
Derivatives (not under hedge
accounting)
-Forward foreign
exchange contracts
(1)
-FX swaps contracts
(2)
Non-derivative financial
assets
-TWSE/TPEx-listed
stocks
Financial liabilities-Current
At fair value through profit or loss
compulsorily
Derivatives (not under hedge
accounting)
-Forward foreign
exchange contracts
(1)
-FX swaps contracts
(2)










$ 15,279
6,172
4,240
$ 25,691
$ -
-
$ -

VII. Financial Instruments at Fair Value through Profit or Loss

251

(I) Outstanding forward foreign exchange contracts not applicable under hedge accounting on the balance sheet date are provided below:

December 31, 2022
Sold forward foreign
exchange contracts

Sold forward foreign
exchange contracts

Sold forward foreign
exchange contracts

December 31, 2021
Sold forward foreign
exchange contracts

Sold forward foreign
exchange contracts

Sold forward foreign
exchange contracts
Currency type
Sell USD/Buy
NTD
Sell USD/Buy
CNY
Sell USD/Buy
CNY
Sell USD/Buy
NTD
Sell USD/Buy
CNY
Sell USD/Buy
CNY
Maturity date
January 3, 2023 -
March 9, 2023

January 31, 2023

January 31, 2023 –
May 26, 2023

January 3, 2022 –
February 15, 2022

January 12, 202 –
February 28, 2022

January28, 2022 –
April 28, 2022
Contract amount (NTD
Thousand)
USD 40,000 /NTD 1,227,696
USD
6,000 /CNY
43,135
USD 35,000 /CNY
224,294
USD 24,000 /NTD
667,344
USD 40,000 /CNY
256,706
USD 35,000 /CNY
224,294

(II) The outstanding FX swaps contracts not under hedge accounting on the balance sheet date are stated as follows:

December 31, 2022
FX swap contracts

December 31, 2021
FX swap contracts
Currency type
Sell USD/Buy
NTD
Sell USD/Buy
NTD
Maturity date
January 31, 2023
January 28, 2022 –
February 25, 2022
Contract amount (NTD
Thousand)
USD 44,000 /NTD 1,347,036
USD 62,000 /NTD 1,722,332

The Consolidated Company entered into forward foreign exchanges and FX swaps primarily in order to hedge against the risk arising from foreign currency assets and liabilities due to fluctuations in foreign exchange rate.

252

VIII. Financial Assets Measured at Amortized Cost

Financial Assets Measured at Amortized Cost
Current
Domestic investment
Time deposit whose original
maturity date exceeds 3
months
December 31, 2022
$ 45,100
December 31, 2021
$ 31,700

As of December 31, 2022 and 2021, the range of interest rates for time deposits with an initial maturity date exceeding 3 months was an annual rate of 0.86%–1.125% and 0.36%–0.49%, respectively.

IX. Notes receivable, accounts receivable and other receivables

Notes receivable
Measured at amortized cost
Total book value
Less: Allowance losses
Generated from operations
Accounts receivable
Measured at amortized cost
Total book value
Less: Allowance losses
Generated from operations
Other receivables
Business tax refund receivable
Accounts receivable from sale of
scraps
Others
December 31, 2022
$ 9,424

-
$ 9,424
$ 10,842,198
(
115,206)
$ 10,726,992
$ 43,861
39,887

4,985
$ 88,733
December 31, 2021 December 31, 2021




(







(



$ 17,628
-
$ 17,628
$ 9,180,804

75,140)
$ 9,105,664
$ 38,375
31,496
21,333
$ 91,204

253

Notes receivable and accounts receivable

The Consolidated Company’s average credit period for sale of commodities is 180 days. The notes receivable and accounts receivable are collected without interest. Considering that the Consolidated Company’s trading counterparts were primarily domestic/foreign renowned companies/entities with fair goodwill, no material credit risk was expected to arising therefor. Upon determination of the recoverability of notes receivable and accounts receivable, the Consolidated Company took into account and all changes in the quality of credit of the accounts receivable during the period starting from the initial granting of the loan until the balance sheet date. Historical experiences have shown optimal recovery of notes and accounts receivable in most cases.

In order to mitigate the credit risk, on the balance sheet date, the Consolidated Company would recheck on a case-by-case basis the recoverable amount of notes and accounts receivable to assure that for the notes and accounts receivable which were not recoverable, appropriate impairment loss has been duly amortized. Accordingly, the Consolidated Company’s management holds that the Consolidated Company’s credit risk is significantly mitigated.

The Consolidated Company recognized the allowance losses on notes and accounts receivable based on the lifetime expected credit loss. The lifetime expected credit losses were calculated using the reserve matrix, by considering the customers’ past default records and current financial position, industrial economic situations, as well as the recoverable amount. As the Consolidated Company’s credit loss history showed that there was no significant difference among the loss patterns of different customer bases, the reserve matrix didn’t further divide the customer bases, but only established the expected credit losses based on the number of days for which the notes and accounts receivable became overdue.

If evidence shows financial difficulties facing counterparts and it is impossible for the Consolidated Company to reasonably anticipate the recoverable amount, such as when the counterpart is engaged in restructuring and liquidation, the Consolidated Company will write off related notes and accounts receivable directly. Recourse, however, will be continued and the amount collected as such is recognized under gains or losses.

The allowance losses on notes and accounts receivable measured by the Consolidated Company based on the reserve matrix are stated as following: December 31, 2022

Accounts receivable

254

Expected Credit Loss
(ECL) Rate
Total book value

Allowance losses (lifetime
expected credit loss)
Amortized cost
Not overdue Overdue for
1~60 days
Overdue for
61~90 days
Overdue for
91~120 days
Overdue for
more than 120
days
Total

(
0%~0.06%
$ 10,525,322


6,068)

$ 10,519,254

(
0%~19.05%
$ 218,561


26,155)

$ 192,406


(
59.96%
$ 31,257


18,741)

$ 12,516

(
73.82%

$ 4,529


3,343)

$ 1,186
94.38%~100%
$ 62,529

(
60,899)

$ 1,630

(
$ 10,842,198

115,206)
$ 10,726,992

December 31, 2021

Accounts receivable

Expected Credit Loss
(ECL) Rate
Total book value

Allowance losses (lifetime
expected credit loss)
Amortized cost
Not overdue Overdue for
1~60 days
Overdue for
61~90 days
Overdue for
91~120 days
Overdue for
more than 120
days
Total

(
0%~0.1%
$ 9,027,689


8,487)

$ 9,019,202

(
0%~24.84%
$ 109,341


23,896)

$ 85,445


(
0%~80.84%
$ 4,888


3,935)

$ 953


(
91.60%

$ 655


600)

$ 55
99.82%~100%
$ 38,231

(
38,222)

$ 9

(
$ 9,180,804

75,140)
$ 9,105,664

The information about changes in allowance losses on notes and accounts receivable is stated as follows:

Accounts receivable

Accounts receivable
Balance at start of term
Add: Impairment loss recognized
for the current term (1)
Less: Reversal of impairment loss
for the current term (1)
Less: Actual offset for the current
year (2)
Foreign currency exchange
difference
Balance – end of period
2022
$ 75,140
39,549
-
-
517
$ 115,206
2021
$ 180,852
-
(
50,106 )
(
55,287 )
(
319)
$ 75,140


  • (1) The net amount of the total book value of accounts receivable overdue for more than 90 days from the beginning of year rose on December 31, 2022 by NTD 28,172 thousand and it resulted in the decrease in allowance losses by NTD 25,420 thousand as well. The net amount of the total book value of the accounts receivable overdue for more than 90 days decreased on December 31, 2021 by NTD 57,613 thousand and it resulted in the decrease in allowance losses by NTD 57,677 thousand.

  • (2) In 2021, due to the fact that some customers were engaged in liquidation, related accounts receivable were offset and it resulted in allowance losses of NTD 55,287 thousand.

255

X. Inventories

Inventories
Finished goods
Work in process
Raw materials & supplies
Inventories in transit
December 31, 2022
$ 2,462,092
2,334,137
643,342

176,399
$ 5,615,970
December 31, 2021






$ 2,025,179
1,787,105
794,108

215,358
$ 4,821,750

Sales cost is defined as follows:

Sales cost is defined as follows:
Cost of inventory already sold
Loss on inventory devaluation
(gain from price recovery)
Income from the sale of scraps and
waste materials
Others
2022
$ 24,997,437
148,583
(
780,146 )
(
308,898)
$ 24,056,976
2021
$ 21,264,401
(
9,916 )
(
1,069,989 )

51,938
$ 20,236,434

XI. Subsidiaries

The subsidiaries included into the consolidated financial reports

The present consolidated financial reports were prepared for the following key entities:

Investor Name of subsidiary Business nature Shareholding ratio Shareholding ratio Desc
riptio
n
Decembe
r 31,
2022
Decembe
r 31, 2021
Gold Circuit Electronics
Ltd.

Gold Circuit Electronics
Ltd.

Goldex Holding Limited
Goldex Holding Limited
Gold Circuit
International Company

Gold Circuit Enterprise

Gold Circuit Enterprise
King Hsiang Investment Co., Ltd.
(hereinafter referred to asKing Hsiang
Investment)

Goldex Holding Limited

Gold Circuit International Limited
(hereinafter referred to as Gold Circuit
International Company)

Gold Circuit Enterprise Limited
(hereinafter referred to as Gold Circuit
Enterprise)

Suzhou Gold Circuit Electronics Ltd.
(hereinafter referred to as Suzhou Gold
Circuit Electronics)

Changshu Gold Circuit Electronics Ltd.
(hereinafter referred to as Changshu
Gold Circuit Electronics)

Changshu Gold Circuit Technology Co.,
Ltd.
(hereinafter referred to as Changshu
Gold Circuit Technology)
General investment
business
General investment and
international trade
business
General investment and
international trade
business
General investment and
international trade
business
Design, produce and sell
multi-layer printed
circuit boards
Design, produce and sell
multi-layer printed
circuit boards
Design, produce and sell
multi-layer printed
circuit boards
99.997
100.00
100.00
100.00
100.00
100.00
100.00

99.997

100.00

100.00

100.00

100.00

100.00

100.00






256

XII. Property, plant and equipment

Self-use

Cost
Balance as of January 1,
2022

Addition
Disposal
Re-categorization
Net difference in foreign
exchange

Balance as of December
31, 2022

Cumulative depreciation
and impairment
Balance as of January 1,
2022

Disposal
Reclassification
Depreciation expenditure
Net difference in foreign
exchange

Balance as of December
31, 2022

Net as of December 31,
2022

Cost
Balance as of January 1,
2021

Addition
Disposal
Re-categorization
Net difference in foreign
exchange

Balance as of December
31, 2021

Cumulative depreciation
and impairment
Balance as of January 1,
2021

Disposal
Depreciation expenditure
Net difference in foreign
exchange

Balance as of December
31, 2021

Net as of December 31,
2021
Own land Building Machinery &
equipment
Transportation
equipment
Office
equipment
Other
equipment
Unfinished
construction
and equipment
pending
acceptance
Total















$ 701,186

-
-
-
-

$ 701,186

$ -

-
-

-

-

$ -

$ 701,186

$ 701,186

-
-
-
-

$ 701,186

$ -

-

-

-

$ -

$ 701,186









(



(

$4,358,347
-
-

18,626

32,176

$4,409,149

$3,281,762
-

-

129,955

21,989

$3,433,706

$ 975,443

$4,363,671
-
-

5,720


11,044)

$4,358,347

$3,162,895
-

126,085


7,218)

$3,281,762

$1,076,585
$13,005,678
-
( 457,758 )
1,210,291
132,683

$13,890,894

$9,899,541
( 411,646 )
(
757 )
512,157

98,757

$10,098,052

$3,792,842

$13,027,578
-
( 503,421 )
526,944
(
45,423)

$13,005,678

$9,934,478
( 445,994 )
445,877
(
34,820)

$9,899,541

$3,106,137
$ 64,272

-
(
1,668 )
4,605

459

$ 67,668

$ 39,585

(
1,584 )

-

6,009

347

$ 44,357

$ 23,311

$ 59,020

-
(
4,258 )
9,662
(
152)

$ 64,272

$ 38,198

(
3,996 )
5,500
(
117)

$ 39,585

$ 24,687
$ 141,875

-
(
7,721 )
9,094


1,202

$ 144,450

$ 97,549

(
7,354 )
(
265 )
11,652


810

$ 102,392

$ 42,058

$ 138,055

-
(
14,477 )
18,710

(
413)

$ 141,875

$ 101,838

(
13,964 )
9,977

(
302)

$ 97,549

$ 44,326
$2,464,113

-

(
92,179 )
277,610


27,326

$2,676,870

$1,956,043
(
89,590 )

757
175,030

20,911

$2,063,151

$ 613,719

$2,586,214
-

( 313,869 )
200,522

(
8,754)

$2,464,113

$2,133,974
( 312,492 )
141,568
(
7,007)

$1,956,043

$ 508,070
$ 218,195

1,475,538


-

( 1,550,113 )

2,258

$ 145,878

$ -


-

-

-


-

$ -

$ 145,878

$ 82,027

918,333


-

( 781,874 )
(
291)

$ 218,195

$ -


-

-


-

$ -

$ 218,195
$20,953,666
1,475,538
( 559,326 )
(
29,887 )
196,104
$22,036,095
$15,274,480
( 510,174 )
(
265 )
834,803
142,814
$15,741,658
$6,294,437
$20,957,751
918,333
( 836,025 )
(
20,316 )
(
66,077)
$20,953,666
$15,371,383
( 776,446 )
729,007
(
49,464)
$15,274,480
$5,679,186

257

There was no sign of impairment in 2022. Therefore, the Consolidated Company didn’t recognize or reverse impairment loss.

Depreciation expenditure is appropriated in accordance with the straight line method and the useful years illustrated below:

useful years illustrated below:
Building
Main building of plant 11~55 years
Electromechanical & power
equipment 5~20 years
Engineering system 3~25 years
Others 5~15 years
Machinery & equipment 1 year ~14 years
Transportation equipment 2~11 years
Office equipment 2~11 years
Other equipment 1 year ~15 years

Please refer to Note XXVIII for the self-use property, plant and equipment offered as collateral of loans.

XIII. Lease Agreement

(I) Right-of-use assets

Right-of-use assets
Book value of right-of-use
assets
Land
Machinery & equipment
Depreciation expenses of right-
of-use assets
Land
Machinery & equipment
December 31, 2022
$ 137,185

31,554
$ 168,739
2022
$ 4,407

18,947
$ 23,354
December 31, 2021




$ 139,385
49,758
$ 189,143
2021




$ 4,316
29,492
$ 33,808

Except for the additions and recognition of depreciation expenditure as listed above, no major sublets and impairment of the right-of-use assets of the Consolidated Company occurred between January 1 and December 31, 2022 and 2021.

For the amount of right-of-use assets set to be the collaterals for borrowings, refer to Note XXVIII.

258

(II) Lease liabilities

Lease liabilities
Book value of lease liabilities
Current
Noncurrent
December 31, 2022
$ 12,284
$ 3,110
December 31, 2021


$ 17,246
$ 15,300

The range of discount rates for the lease liabilities is stated as following:

Machinery & equipment December 31, 2022
1.38%~3.5%
December 31, 2021
1.38%~3.5%
  • (III) Major lessee activities and terms and conditions

The Consolidated Company rented certain energy-conservation equipment and water quality monitoring systems. The lease periods were 10 years and 3 years, respectively. Upon expiration of the lease period, the lease objects would be transferred to the Consolidated Company unconditionally. Among the other things, the energyconservation equipment lease contract provided that the lease payment should vary depending on the specific percentage of the energy-conservation amount on a monthly basis.

(IV) Other lease agreement

Other lease agreement
Short-term lease expenditure
Low-value asset lease
expenditure
Total amount of cash (outflow)
from lease
Investment property
Balance as of January 1, 2021
Profit from changes in fair value
Balance as of December 31, 2021
Profit from changes in fair value
Balance as of December 31, 2022
2022
$ 3,970
$ 11,024
$ 32,719)
2021


(
$ 3,035
$ 11,856
($ 36,722)
Finished
investment property



(
$ 577,000
900
577,900

1,700)
$ 576,200

XIV. Investment property

The investment property was measured at fair value on a recurring basis. The evaluation basis for the fair value thereof is stated as following:

External appraisal service December 31, 2022
$ 576,200
December 31, 2021 December 31, 2021
$ 577,900

259

The fair values of any investment property amounting to more than NTD300 million on December 31, 2022 and 2021 were appraised by Appraiser Chiu Hsiang-Ling from CCSI Real Estate Joint Appraisers Firm, who held the real estate appraiser qualification in the R.O.C., on the same dates respectively.

Except undeveloped land, the fair value of investment property was evaluated under the income approach. The important hypotheses thereof are stated as following. When the projected future net cash inflow increased or discount rate declined, the fair value would increase therefor.

increase therefor.
Projected future cash inflow
Projected future cash outflow
Projected future net cash inflow
Discount rate
December 31, 2022
$ 843,500
267,300
$ 576,200
2.345%
December 31, 2021




$ 851,900
274,000
$ 577,900
1.72%

The rent prevailing in the area where the investment property was located was about NTD 0.506 thousand per ping , while that for any comparable object on the market was about NTD 0.515 thousand~ NTD 0.601 thousand per ping (1 ping = 3.305785 m[2] ) .

The projected future cash inflow from investment property included rent revenue and deposit interest revenue less loss from idle assets. The rent income is evaluated based on the rent prevailing locally or that for any comparable object on the market, with any overestimated or underestimated comparable objects excluded, and also based on the growth rate of the future rent. The income analysis period is estimated to be five years. The deposit interest income is estimated based on one-year time deposit interest rate. The loss from idle assets is estimated based on 1.5-month rent income plus deposit interest income. The projected future cash outflow from investment property included the expenditures, such as land value tax, house tax, insurance premium, management expense, maintenance expense, replacement appropriation fee, depreciation expense, disposal expense and estimated land value increment tax. Such expenditures were estimated based on the current expenditure level and by taking into consideration the adjustment on the current land value announced in the future, and tax rate prescribed by house tax regulations.

The discount rate is decided based on the two-year time deposit interest rate published by Chunghwa Post Co., Ltd. plus 0.875%.

XV. Other intangible assets

Other intangible assets
Computer software December 31, 2022
$ 42,539
December 31, 2021
$ 26,550

260

Except for the amortization expenditure that was recognized, no major additions, disposals, or impairment of other intangible assets of the Consolidated Company occurred between January 1 and December 31, 2022 and 2021. Amortization expense was appropriated on a straight-line basis within 1~5 useful years.

Summarization of amortization expenses by functions:

Operating cost
Operating expenditure
R&D expense
2022
$ 13,115
593
2,517
$ 16,225
2021
$ 10,156
160
2,585
$ 12,901
XVI.
XVII.
(I)
Other assets
Current
Others
Noncurrent
Refundable deposit
Others
Loan
Short-term loans
Secured loans(Note XXVIII)
Bank loans
Unsecured loans
Line of credit loans
December 31, 2022
$ 2,934
$ 10,858
-
$ 10,858
December 31, 2022
$ 608,641
1,579,793
$ 2,188,434
December 31, 2021
$ 15,899
$ 11,948
3,549
$ 15,497
December 31, 2021
$ 497,924
843,282
$ 1,341,206

Revolving bank loan interest rate was 1.110%–4.48% and 0.675%–3.7% on December 31, 2022 and 2021, respectively. (II) Long-term loans

Long-term loans
Secured loans(Note XXVIII)
Mega International
Commercial Bank (1)
Mega International
Commercial Bank (2)
KGI Bank (3)
Subtotal
December 31, 2022
$ 430,000
-

360,000

790,000
December 31, 2021




$ -
430,770
250,000
680,770

261

Unsecured loans
CTBC (4)
Jih Sun International Bank (5)
E.SUN Bank (6)
Syndicated banks including
Taipei Fubon Bank (7)
Syndicated banks including E.
Sun Bank (8)
Syndicated banks including
Taipei Fubon Bank (9)
Subtotal
Less: current portion
Long-term loans
December 31, 2022
$ 200,000
300,000
100,000
700,000
1,250,000

-
2,550,000

-
$ 3,340,000
December 31, 2021 December 31, 2021









$ 200,000
-
-
-
-
996,480
1,196,480
253,142
$ 1,624,108
  1. Land and buildings are set as the collaterals for secured borrowings. NTD 430,000 thousand out of the total value of NTD 900,000 thousand has been fully drawn down. The borrowing period was from July 8, 2022 to July 8, 2025. The cyclic drawdowns were based on request forms. As of December 31, 2022, the effective annual interest rate was 1.8%.

  2. Land and buildings are set as the collaterals for secured borrowings. The total value of NTD 700,000 thousand has been drawn down in full. The borrowing period began on September 6, 2019 and ended on September 6, 2024, with interests paid on a monthly basis. From the date of the first draw-down, the first term was up to the end of the first 24 months and each term thereafter consists of 3 months. The borrowings are to be paid in installments over a total of 13 terms. The loans were already repaid in full earlier in July 2022. As of December 31, 2021, the effective annual interest rate was 1.2%.

  3. Land and buildings are set as the collaterals for secured borrowings. NTD360,000 thousand out of the total value of NTD500,000 thousand has been drawn down. The borrowing period was from April 30, 2017 to April 30, 2024. Prior to expiration, the borrowing period had been extended to January 26, 2025. The line of credit was reduced by NTD100,000 thousand at the end of 18, 24 and 30 months, respectively, from the date of extension. All the remaining limits decreased and canceled at the end of 36 months. It has been drawn down cyclically within 3 years since January 26, 2022, with interests paid on a monthly basis, and will be paid off at once upon maturity. As of December 31, 2022 and 2021, the effective annual interest rates were 1.849%–1.862% and 1.288%,

262

respectively. The quarterly consolidated financial ratios on the loans during the effective term were subject to the following restrictions: The total of cash and cash equivalents and EBITDA (net income, income tax expense, financial costs (interest expenses), depreciation expenses and amortization expenses in the long-term loan, current portion should stay more than 120% (inclusive).

  1. For credit-based borrowings, totaling NTD225,000 thousand, NTD200,000 thousand has been drawn down; the borrowing period was from November 23, 2021 to November 23, 2023. The borrowing period had been extended to July 15, 2024 for the current term. Since the date of borrowing, the interest should be accrued, subject to the balance of loan, at the interest rate agreed on the loan on a monthly basis. The principal should be repaid in a lump sum when matured. As of December 31, 2022 and 2021, the effective annual interest rates were 1.69% and 1.10%, respectively.

  2. Credit-based borrowings, totaling NTD 300,000 thousand, have been drawn down in full; the borrowing period was from July 20, 2022 to June 14, 2024. Since the date of borrowing, the interest should be accrued, subject to the balance of loan, at the interest rate agreed on the loan on a monthly basis. The principal should be repaid in a lump sum when matured. As of December 31, 2022, the effective annual interest rate was 1.561%.

  3. For credit-based borrowings, totaling NTD300,000 thousand, NTD100,000 thousand has been drawn down; the borrowing period was from October 14, 2022 to October 14, 2025. The cyclical draw-downs were based on request forms. As of December 31, 2022, the effective annual interest rate was 1.7%.

  4. For syndicated loan-based borrowings, totaling NTD 1,440,000 thousand, NTD 700,000 thousand has been drawn down from December 20, 2022 to December 20, 2025. It has been drawn down cyclically within 3 years, with interests paid on a monthly basis. As of December 31, 2022, the effective annual interest rate was 2.004%. Annual consolidated financial ratios on the said borrowings during the borrowing period are subject to the following restrictions: The current ratio remains at least 100%. The financial liabilities (less cash and cash equivalents) defined under the loan agreement in the net value of tangible assets should stay less than 110%. The interest coverage ratio (Earnings before interest, taxes and amortization of depreciation) should stay more than 2.5 times. The net value of tangible assets should stay more than NT$6,200,000 thousand.

263

  1. The syndicated loans, totaling NTD 1,250,000 thousand, have been drawn down in full. The loans were effective from October 14, 2022 to February 5, 2024 for cyclic drawdowns and the principal is to be paid off at once upon maturity. As of December 31, 2022, the effective annual interest rate was 1.817%. The restrictions imposed on the financial ratios thereof were the same as those applied to the loans from syndicated banks including Taipei Fubon Bank (7).

  2. Syndicated borrowings, endorsed and guaranteed by the Company, totaling USD 36,000 thousand, have been drawn down in full; the borrowing period was July 24, 2020 through July 24, 2023. The principal was repayable by 20%, 20% and 60% upon expiration of 24 months, 30 months and 36 months from the date of the first drawdown, respectively. The interest thereon was payable once every 3 months. It was paid off early in June 2022. As of December 31, 2021, the effective annual interest rate was 1.310%–1.815%. The annual consolidated financial ratios on the loans during the effective term were subject to the following restrictions: The current ratio should stay more than 100%. The financial liabilities (less cash and cash equivalents) defined under the loan agreement in the net value of tangible assets should stay less than 110%. The interest coverage ratio (Earnings before interest, taxes and amortization of depreciation) should stay more than 2.5 times. The net value of tangible assets should stay more than NT$6,200,000 thousand.

(III) Long-term notes and bills payable

Long-term notes and bills payable
E-Sun Syndicated Loan -
Guaranteed Issuance of
Promissory Notes
Less: Unamortized discount
(stated as prepayments)
December 31, 2022
$ -

-
$ -
December 31, 2021



(
$ 1,250,000

3,378)
$ 1,246,622

The Consolidated Company signed the joint loan contract with syndicated banks such as E-Sun Bank on January 18, 2021. The line of credit for Item A of the said syndicated loan was NTD 625,000 thousand and that for Items B and C totaled no more than NTD 1,250,000 thousand. The loan had to be drawn down within three months after the date the contract was signed. Failure to do so, the date of the first draw-down will be the end of the three months after the contract was signed. The loan given out under Item A, in particular, could be drawn down cyclically within three

264

years after the date of the first draw-down. The end of 24 months after the date if the first draw-down was the first term. Thereafter, every six months made a term and the line of credit was reduced gradually over three terms; it was reduced by 20% for Term 1 and Term 2, respectively, and 60% for Term 3. Meanwhile, the principal was paid off at once upon expiration of the borrowing period. The loan given out under Item B could be drawn down cyclically within three years after the date of the first draw-down and the principal was paid off at once upon expiration of the borrowing period. The guaranteed line of credit for Item C could be used cyclically within three years after the date of the first draw-down. The Consolidated Company was to issue the promissory notes (stated as long-term notes and bills payable) and various payment obligations were to be fulfilled for the value shown on each note by the given maturity date. The financial ratio restrictions for the syndicated loan were the same as those applied to borrowings from the syndicated banks including E. Sun Bank (8).

E-Sun syndicated loan - guaranteed issuance of promissory notes were issued under Item C of the syndicated loan, with a contract underwriting period of 5 years; the loan period, however, may not be exceeded. As of December 31, 2022, the effective annual interest rate was 1.134%.

The loan criterion for Item B is listed as long-term borrowings starting from October 14, 2022 for the current term.

XVIII. Accounts Payable

Accounts Payable
Accounts payable
Generated from operations
Other liabilities
Current
Other payables
Salary and bonus payable
Repairs and maintenance
payable
Processing fees payable
Equipment accounts payable
Consumables payable
Commission payable
Pension fund payable
Interest payable
Damages payable
Others
December 31, 2022
$ 5,660,421
December 31, 2022
$ 1,176,713
315,354
194,389
383,607
54,535
150,561
10,363
10,164
159,041

423,495
December 31, 2021
$ 5,502,050
December 31, 2021


$ 905,094
306,603
228,052
268,302
66,809
96,512
11,251
3,644
164,844
418,207

XIX. Other liabilities

265

XX. Other liabilities
Others
Noncurrent
Other liabilities
Guarantee deposit received
Provision for liabilities
Current
Sales returns and allowances
$ 2,878,042
$ 197,552
$ 105,010
December 31, 2022
$ 252,214
$ 2,469,318
$ 108,933
$ 78,056
December 31, 2021
$ 2,469,318
$ 108,933
$ 78,056
December 31, 2021
$ 179,552

The sales returns and allowances were provided based on the amount estimated according to historical experience, the management’s judgment, and other critical factors. The provision should be debited into the operating revenue in the year in which the related goods were sold.

XXI. Post-retirement benefit plans

(I) Defined contribution plan

The Consolidated Company applied the retirement system under the “Labor Pension Act”, which was identified as the defined contribution plan managed by the government. Under the plan, the Company contributed 6% of each employee's salary to the personal account maintained at the Bureau of Labor Insurance on a monthly basis.

(II) Defined benefit plan

The pension system implemented by the Consolidated Company based on the “Labor Standards Act” is a defined benefit plan managed by the government. The pension benefits a participant receives were determined based on an employee’s number of years of service and average compensation for the six-month period prior to retirement. Those companies have an amount equivalent to 2% of the total monthly salary of employees appropriated and deposited in the specific account with Bank of Taiwan in the name of Labor Pension Reserve Committee. Before the end of the fiscal year, if the pension account balance is insufficient to pay for the employees expecting to retire in the following year, the spread amount should be deposited in a lump sum before the end of March in the following year. The special account has been commissioned to the Bureau of Labor Fund of the Ministry of Labor Affairs for

266

management. The Consolidated Company exercised no influence on the right of the Bureau in its investment management strategy.

The amount of defined benefit plan recognized in the consolidated balance sheet

is shown below:

is shown below:
Present value of the defined
benefit obligations
Fair value of the planned assets
Shortfall in contribution
Limit of assets
Net defined benefit liabilities
December 31, 2022
$ 340,553
(267,452)
73,101

-
$ 73,101
December 31, 2021

(


(


$ 417,249
216,569)
200,680
-
$ 200,680

The net defined benefit liabilities show the following changes:

Balance as of January 1, 2021

Service cost
Service cost in
current period
Interest expenses (revenue)

Recognized into profit and/or
loss
Present value
of the defined
benefit
obligations
$ 466,631

971

1,986


2,957
Fair value of
the planned
assets
($ 197,451)

-
(
1,048)

(
1,048)
Net defined
benefit
liabilities
Net defined
benefit
liabilities


(
(
(


$ 269,180
971
938
1,909

(To be continued)

267

(Continued)

Re-measurement amount
ROE on planned
assets (except the amount
of net interest)

Actuarial losses
-change in the
assumption of the
census
-changes in financial
assumptions
-adjustment through
experience

Recognized into other
comprehensive income

Contributed by employer
Benefits paid

Balance as of December 31, 2021
Balance as of January 1, 2022

Service cost
Service cost in
current period
Interest expenses (revenue)

Recognized into profit and/or loss
Re-measurement amount
ROE on planned
assets (except the amount
of net interest)
Actuarial losses
-changes in financial
assumptions

-adjustment through
experience

Recognized into other
comprehensive income

Contributed by employer
Benefits paid

Balance as of December 31, 2022
Present value
of the defined
benefit
obligations
$ -

9,975
-
(
51,734)

(
41,759)

-

(
10,580)

$ 417,249

$ 417,249

1,006

2,086


3,092

-

(
37,258 )
(
27,946)

(
65,204)

-

(
14,584)

$ 340,553
Fair value of
the planned
assets
( $ 2,402 )
-
-

-

(
2,402)

(
26,248 )

10,580

($ 216,569)

($ 216,569)

-
(
1,148)

(
1,148)

(
16,859 )

-


-

(
16,859)

(
47,460 )

14,584

($ 267,452)
Net defined
benefit
liabilities
( $ 2,402 )
9,975
-
(
51,734)
(
44,161)
(
26,248 )

-
$ 200,680
$ 200,680
1,006

938

1,944
(
16,859 )
(
37,258 )
(
27,946)
(
82,063)
(
47,460 )

-
$ 73,101

The recognized loss of defined benefit plans by function is summarized below:

Summarization by functions
Operating cost
Promotional expenditure
Operating expenditure
2022
$ 1,387
107
165
2021
$ 1,359
105
168

268

R&D expense

285

$ 1,944
277
$ 1,909

The pension fund system of the Consolidated Company was exposed to the following risks due to the “Labor Standards Act”:

  1. Investment risk: The Bureau of Labor Fund of the Ministry of Labor Affairs uses the labor pension fund for investment in domestic and foreign equity securities and debt securities, and as bank deposits through proprietary trade or commissioned third parties. However, the amount attributable to the planned asset of the business combination shall not fall below the interest rate offered by the banks in the regions or countries of investment for 2-year time deposit as return.

  2. Interest rate risk: The decrease of the interest rate of government bonds will cause the present value of the defined benefit obligations to go up; however, the return on the debt of the plan assets will go up too; therefore, they will mutually offset the impact on the net defined benefit liabilities.

  3. Salary risk: The calculation of the present value of defined benefit obligation is based on the salaries of the members in the plan of the future. As such, an increase of the salaries of the members of the plan is bound to increase the present value of defined benefit obligation.

The present value of the Consolidated Company’s defined benefit liabilities was based on the actuarial calculation of the actuary and the major hypotheses as of the evaluation day are stated as following:

Discount rate
Anticipated increase in salaries
December 31, 2022
1.5%
2.000%
December 31, 2021
0.5%
2.000%

In case of reasonable and possible change in the major actuarial assumptions, and other assumptions remained unchanged, the amount of increase (decrease) in the present value of defined benefit obligation will be:

Discount rate
Increase by 0.25%
Decrease by 0.25%
Anticipated increase in salaries
Increase by 0.25%
Decrease by 0.25%
December 31, 2022
($ 8,467)
$ 8,791
$ 8,578
($ 8,303)
December 31, 2021 December 31, 2021
(


(
(


(
$ 11,434)
$ 11,901
$ 11,515
$ 11,123)

269

Actuarial assumptions may be inter-related. The possibility of change in specific assumption is not high. Said sensitivity analysis may not be able to reflect the actual change in the present value of defined benefit obligation.

XXII.
(I)
Amount projected for
appropriation in 1 year
Average maturity of defined
benefit obligation
Equity
Capital stock
Common stock
Authorized shares (thousand)
Authorized capital
The number of issued and
outstanding shares with paid-
in capital (thousand shares)
Issued and outstanding share
capital
December 31, 2022
$ 25,688
10.1 years
December 31, 2022

750,000
$ 7,500,000

491,839
$ 4,918,391
December 31, 2021 December 31, 2021
$ 26,032
11.1 years
December 31, 2021






750,000
$ 7,500,000
546,488
$ 5,464,879

The stocks retained for employee stock warrants from the authorized capital stocks totaled 40,000 thousand shares.

In order to adjust the capital structure and to improve the return on shareholder equity, the Company decided through its general shareholders’ meeting on June 8, 2022 to return the share amount through capital reduction worth NTD 546,488 thousand, with 54,649 thousand shares canceled, that is, a capital reduction rate of 10%. The paid-in capital stock after capital reduction came to NTD 4,918,391 thousand, with the paid-up number of shares being 491,835 thousand. The above-said capital reduction was filed and took effect through the Tai-Zheng-Shang-(I)-Zi No. 1111803141 letter dated July 12, 2022 from the Financial Supervisory Commission and it was approved by the Board of Directors that July 15, 2022 would be the base date for capital reduction. Change registration was completed on August 4, 2022. The base date for swap of shares through capital reduction was September 16, 2022.

270

(II) Capital reserve

Capital reserve
December 31, 2022 December 31, 2021
It can be applied for making
losses, cash distribution, or
capitalization(1)
Premium in stock issuance $ 968,615 $ 968,615
Transaction of treasury stocks 97,407 84,814
Corporate bond conversion
premium 141,359 141,359
Coupon rate for release of
corporate bond 11,715 11,715
Donated assets
71

71
$ 1,219,167 $ 1,206,574
  • (1) Such additional paid-in capital can be used to make up for losses, and, when the Company suffers no loss, can be applied for cash distribution or capitalization. However, it is limited to a certain percentage of the annual paid-in capital for the purpose of capitalization.

(III) Retained Earnings and Dividend Policy

The Company already approved the revisions made to the Articles of Association in its general shareholders’ meeting on June 8, 2022. If there is a surplus after account settlement of the fiscal year, the Company shall pay applicable taxes and cover loss carried forward, followed by the allocation of 10% of the remainder as legal reserve, and appropriate special reserve or reverse special reserve. If there is still a balance, it will be pooled up with the undistributed earnings carried forward from previous years for distribution as dividend under a motion proposed by the Board subject to the final approval in a general shareholders’ meeting. Please refer to Note XXII (VIII) “Remuneration to Employees and Directors” for the policy for distribution of remuneration to the employees and directors under the Articles of Association.

The Company's dividend policy takes the long-term business growth and investment projects into consideration, and also attends to a robust financial structure. The Board of Directors is required to propose a motion for allocation of earnings. The dividends will be distributed in the form of stock dividend or cash dividend adequate subject to the future funding needs and level of dilution of capital stocks. Among the other things, the cash dividend shall be no less than 10% of the total distribution for the current year.

The legal reserve should be contributed until its balance reaches the Company’s total paid-in capital stock. The legal reserve can be appropriated to cover previous

271

losses. Where the Company did not operate at a loss, the part of the legal reserve in excess of 25% of the paid-in capital could be taken as capital and may be allocated in cash as well.

The Company has special reserve appropriated and reversed in Corporation accordance with the Jin-Guan-Zheng-Fa-Zi No. 1010012865 Letter, Jin-Guan-ZhengFa-Zi No. 1010047490 Letter, Jin-Guan-Zheng-Fa-Zi No. 1030006415 and “Appropriation of Special Reserve Q&A after the Adoption of International Financial Reporting Standards (IFRSs).”

The Company’s 2021 and 2020 earnings distribution proposals are as follows:

Legal reserve
Cash dividend
Cash assigned with capital
reserve
Cash dividend per share (NTD)
2021
$ 296,218
$ 1,202,274
$ -
$ 2.2
2020
$ 167,997
$ 546,488
$ 273,244
$ 1.5

The cash dividends mentioned above were approved through the Board of Directors meetings on March 21, 2022 and March 22, 2021, respectively, to be distributed and earnings distribution items were decided through the general shareholders’ meetings on June 8, 2022 and July 20, 2021, respectively, too.

The 2021 earnings distribution proposal to be stipulated on March 9, 2023 by the Company’s Board of Directors is as follows:

Company’s Board of Directors is as follows:
Legal reserve
Cash dividend
Cash dividend per share (NTD)
2022
$ 463,353
$ 1,721,437
$ 3.5

(IV) Other equities

  1. Exchange differences from conversion of financial reports of overseas operating entities
entities
Balance at start of term
Incurred for the current
term
Conversion
differences of
overseas
operating entities
2022
( $ 27,260 )
18,825
2021
( $ 12,702 )
(
14,558 )

272

Other comprehensive
profits or losses of
current term
Balance – end of period
2022
18,825
$ 8,435)
2021

(
(
(
14,558)
$ 27,260)
  1. Unrealized gains or losses from financial assets measured at fair value through other combined gains or losses
other combined gains or losses
Balance at start of term
Balance – end of period
2022
$ 10,570)
$ 10,570)
2021
(
(
(
(
$ 10,570)
$ 10,570)
  1. Real estate properties revaluation surplus
Balance at start of term
Balance – end of period
2022
$ 295,781
$ 295,781
2021


$ 295,781
$ 295,781

(V) Treasury stock

ry stock
Causes of Redemption
Number of shares as of January
1, 2021
Number of shares as of
December 31, 2021
Number of shares as of January
1, 2022
Decrease for the current term
Number of shares as of
December 31, 2022
The stocks of
parent company
held by the
subsidiaries
(thousand shares)

5,724

5,724
5,724
(
573)

5,151
Total (thousand
shares)


(


(
5,724
5,724
5,724

573)
5,151

273

Information on shares of the Company held by the subsidiaries as of the balance sheet date is provided as follows:

date is provided as follows:
Name of subsidiary
December 31, 2022
King Hsiang Investment
Co., Ltd.
December 31, 2021
King Hsiang Investment
Co., Ltd.
Shares
(thousand)
5,151

5,724
Book value
$ 447,139

$ 435,005
Market price


$ 447,139
$ 435,005

The Company’s treasury stocks may not be pledged in accordance with the Security and Exchange Law, and no privilege of dividend and voting right may be vested in them. The stocks of the Company held by the subsidiaries were treated as Treasury Stock and entitled to the rights vested in shareholders except for the privilege of cash capitalization and voting right. The Company decided to organize capital reduction in cash on July 15, 2022, the base date; the treasury stock, in particular, dropped by 573 thousand shares.

XXIII. Net profit from continuing operating units

(I) Other gains and (expenses and losses) - net

(I)
Other gains and (expenses and losses)
- net
Other gains
Other expenses and losses
(II)
Interest income
Bank deposit
(III)
Other income
Lease income
Others
2022
$ 107,611

93,695)
$ 13,916
2022
$ 62,826
2022
$ 11,926
81,682
$ 93,608
2021

(

(
(
$ 78,828

81,647)
$ 2,819)
2021
$ 16,385
2021




$ 11,803
84,017
$ 95,820

274

(IV)
Other gains (or losses)
2022
2021
(Loss) Gain from financial
assets and financial liabilities
Financial assets and
financial liabilities
compulsorily measured
at fair value through
profit or loss
( $ 436,596 )
$ 102,009
Net gain (or loss) from foreign
currency exchange
761,549
( 161,356 )
Loss on disposal of property,
plant and equipment
(
34,633 )
(
44,197 )
(Loss) Gain from fair value
adjustment of investment
property
(
1,700 )
900
Others
(
3,118)
(
16,100)
$ 285,502
($ 118,744)
) Financial cost
2022
2021
Bank loan interest
$ 88,928
$ 63,570
Interest of lease liabilities
338
737
Other interest expenses
2,021
3,611
Less:
The amount of the
cost of assets meeting
requirements
(
972)
(
454)
$ 90,315
$ 67,464
The information related to capitalization of interest is stated as following:
2022
2021
Amount of capitalization of
interest
$ 972
$ 454
Interest rate of capitalization of
interest
1.37%
1.29%
(VI)
Depreciation and amortization
2022
2021
Summarization of the
depreciation expenses by
functions
Operating costs
$ 743,111
$ 653,210
Operating expenses
115,046
109,605
$ 858,157
$ 762,815
2021 2021
$ 102,009
( 161,356 )
(
44,197 )
900
(
16,100)
($ 118,744)
2021
$ 454
1.29%
2021


$ 653,210
109,605
$ 762,815

(V) Financial cost

275

Summarization of the
amortization expenses by
functions
Operating costs $ 13,115 $ 10,156
Operating expenses 3,110 2,745
$ 16,225 $ 12,901
(VII) Employee benefits expenditure
2022 2021
Post-employment benefits
(Note XXI)
Defined contribution plan $
70,056
$
70,091
Defined benefit plan 1,944 1,909
72,000 72,000
Resignation benefits 2,131 23
Other employee benefits 5,695,964 4,987,857
Total of employee benefit
expenses $ 5,770,095 $ 5,059,880
Summarization by functions
Operating costs $ 4,394,789 $ 3,879,812
Operating expenses 1,375,306 1,180,068
$ 5,770,095 $ 5,059,880

(VIII) Remuneration to employees and that to directors

According to the Articles of Association, no less than 5%– 10% and no more than 1% of the profit before tax and before the remuneration to employees and that to directors is deducted for the current year shall be set aside to be the remuneration to employees and that to directors. The remuneration to employees and that to directors for 2022 and 2021 was approved by the Board of Directors, respectively, on March 9, 2023 and March 21, 2022 as follows:

Estimated ratio

Estimated ratio
Remuneration to employees
Remuneration to directors
2022
5.96%
0.86%
2021
6.53%
0.95%

Amount

Amount
Remuneration to employees
Remuneration to directors
2022
Cash
$ 334,000
$ 48,000
2021
Cash


$ 240,000
$ 35,000

276

If there is still change to the value after the date when annual consolidated financial reports are approved and released, it is handled as change in accounting estimates and will be adjusted and booked in the following year.

For information on the remuneration to employees and that to directors decided by the Board of Directors, please visit the Market Observation Post System of Taiwan Stock Exchange.

(IX) Gains (Losses) from foreign currency exchange

Total profit of exchange in
foreign currencies
Total loss of exchange in
foreign currencies
Net profit (loss)
2022
$ 2,289,365
1,527,816)
$ 761,549
2021

(

(
(
$ 444,992

606,348)
$ 161,356)

XXIV. Income tax for continuing operations

(I) Income tax recognized under gains or losses

Main components of income tax expenditure are as follows:

Income tax for the year
Those incurred for the
current term
Undistributed earnings
levied
Adjustment of previous
year(s)
Others
Deferred income tax
Those incurred for the
current term
The income tax expenses
recognized into profit and/or
loss
2022
$ 1,374,441
78,230
29,977
2,988
1,485,636
334,822
334,822
$ 1,820,458
2021





$ 878,342
43,263
(
33,086 )

7,257

895,776

225,888

225,888
$ 1,121,664

277

The accounting income and income tax expenses are adjusted below:

2022 2021
Net profit before tax from
continuing operation $ 6,388,333 $ 4,048,518
Income tax expenses for net
profit before tax calculated
at the statutory tax rate $ 2,203,789 $ 1,420,807
Expenses and losses which
could not be reduced from
tax 2,091 1,676
Income exempted from income
tax 1,881 463
Undistributed earnings levied 78,230 43,263
Land value increment tax of
investment property (
89 )
(
1,092 )
Deductible temporary
differences not recognized (
495,544 )
(
276,687 )
Loss credit not recognized (
2,865 )
(
40,937 )
The income tax expenses of
previous year(s) adjusted in
the present year 29,977 (
33,086 )
Others 2,988 7,257
The income tax expenses
recognized into profit and/or
loss $ 1,820,458 $ 1,121,664

The Consolidated Company should apply the tax rate 20% applicable to entities under the R.O.C. Income Tax Act. The tax rate, 25%, should be applied to the subsidiaries in Mainland China, while the income tax generated in any other jurisdictions should be calculated at the tax rates applicable within the jurisdictions.

(II) Income tax recognized into other comprehensive income

Deferred income tax
Incurred for the year
-Conversion from
overseas operating
institutions
-Defined benefit plan re-
measurement amount
Income tax recognized into other
comprehensive income
2022
( $ 2,109 )

16,413
$ 14,304
2021


$ -
8,832
$ 8,832

278

(III) Deferred income tax assets and liabilities

The deferred income tax assets and liabilities show the following changes:

2022

2022
Deferred income tax assets
Temporary difference
Portions of profits or losses of
subsidiaries, affiliates, and
joint ventures recognized
adopting the equity method
Loss on inventory devaluation
Exchange gains or losses
Financial assets at fair value
through profit or loss
Provision for liabilities
Defined benefit retirement plan
Loss in impairment in financial
assets
Tax difference between fixed
assets and idle assets
Provision of compensation loss
Others


Deferred income tax liabilities
Temporary difference
Portions of profits or losses of
subsidiaries, affiliates, and
joint ventures recognized
adopting the equity method
Financial assets at fair value
through profit or loss
Defined benefit retirement plan
Tax difference between fixed
assets and idle assets
Investment property
Others

Balance -
beginning of
year
$ 123,441

22,091
1,162
-
35,717

27,999
4,500
98

34,761

48,463

$ 298,232

$ -
1,839

-
884
83,422

49,650

$ 135,795
Recognized
into profit
and/or loss
( $ 123,441 )

27,310

5,426

982
(
13,687 )

-

-

342
(
1,649 )

8,628

($ 96,089)

$ 54,545
(
1,839 )

14,762
(
821 )
(
89 )

147,866

$ 214,424
Recognized
into other
comprehensiv
e income
$ -

-

-

-

-
(
27,999 )

-

-

-

2,109

($ 25,890)

$ -

-
(
11,586 )

-

-

-

($ 11,586)
Balance - end
of year


























$ -

49,401

6,588

982

22,030

-

4,500

440

33,112

59,200
$ 176,253
$ 54,545

-

3,176

63

83,333

197,516
$ 338,633

279

2021

2021
Deferred income tax assets
Temporary difference
Portions of profits or losses of
subsidiaries, affiliates, and
joint ventures recognized
adopting the equity method
Loss on inventory devaluation
Exchange gains or losses
Provision for liabilities
Defined benefit retirement plan
Loss in impairment in financial
assets
Tax difference between fixed
assets and idle assets
Provision of compensation loss
Others


Deferred income tax liabilities
Temporary difference
Financial assets at fair value
through profit or loss
Tax difference between fixed
assets and idle assets
Investment property
Others

Balance -
beginning of
year
$ 348,362

20,316
4,633
8,601

36,831
4,500
41,460

15,057

8,972

$ 488,732

$ -
116
84,514

176

$ 84,806
Recognized
into profit
and/or loss
( $ 224,921 )

1,775
(
3,471 )

27,116

-

-
(
41,362 )

19,704

39,491

($ 181,668)

$ 1,839

768
(
1,092 )

49,474

$ 50,989
Recognized
into other
comprehensiv
e income
$ -

-

-

-
(
8,832 )

-

-

-

-

($ 8,832)

$ -

-

-

-

$ -
Balance - end
of year






















$ 123,441

22,091

1,162

35,717

27,999

4,500

98

34,761

48,463
$ 298,232
$ 1,839

884

83,422

49,650
$ 135,795

(IV) The deductible temporary differences and unused loss credit of the deferred income tax assets that are not recognized in the consolidated balance sheet

Offset of loss
Due in 2022
Due in 2023
Deductible temporary
differences
Overseas subsidiaries
Others
December 31, 2022
$ -

-
$ -
$ 2,800,000

-
$ 2,800,000
December 31, 2021 December 31, 2021










$ 155,181
560,579
$ 715,760
$ 1,260,000
202,263
$ 1,462,263
  • (V) Compiled amount of temporary differences relevant to investments without recognition of deferred income tax liabilities

280

As of December 31, 2022, temporary differences relevant to investments in subsidiaries without recognition of deferred income tax liabilities were NTD4,028,000 thousand.

(VI) Authorization of income tax

Business income tax filed by the Company and Gold Circuit Investment Company as of 2019 has been finalized by the tax authority.

XXV. Earnings Per Share

Earnings Per Share
Basic EPS
Diluted earnings per share
2022
$ 8.86
$ 8.78
Unit: NTD per share
2021
$ 5.41
$ 5.38


The weighted average number of common shares used to calculate the earnings in the earnings per share (EPS) are enumerated below:

Net profit of the year

Net profit of the year
The net profit of owner attributed
to the Company
Net profit used to calculate the
basic and diluted earnings per
share
Share(s)
The weighted average number of
common shares to be used to
calculate basic earnings per
share (EPS)
Impacts of potential common
stock with diluting effects:
Remuneration to
employees
Weighted average number of
common stock shares used to
calculate the diluted earnings
per share (EPS)
2022
$ 4,567,875
$ 4,567,875
2022
515,578

4,578
520,156





Share(s)

If the Consolidated Company may choose to issue employee remunerations in the form of shares or cash, in the calculation of diluted earnings per share, it is assumed that issuance of shares will be adopted for employee remunerations and the weighted average

281

circulating shares are included in the calculation when the said common stock exercises the diluting effect in order to calculate the diluted earnings per share. When diluted earnings per share are calculated prior to issuance of shares as employee remunerations as determined in the following year, the diluting effect from the said potential common stock shall continue to be taken into consideration, too.

XXVI. Capital risk management

The Consolidated Company managed their capitals to assure that, insofar as various entities within the Group continued operations, the returns to shareholders could be maximized through optimal balances in liabilities and equity.

The Consolidated Company’s capital structure consisted of their net debts (namely the loans less cash and cash equivalents) and equity (namely the capital stock, additional paid-in capital, retained earnings and other equity less treasury stocks).

It was not necessary for the Consolidated Company to comply with any other external capital requirements.

XXVII. Financial instruments

  • (I) Fair value - financial instruments that are not measured at fair value

  • The management of the Consolidated Company believed that the financial assets

  • and financial liabilities not measured at fair value were close to the fair value thereof. Until December 31, 2022 and 2021, there have no significant difference between the book value and fair value.

  • (II) Information on fair value – financial instruments measured at fair value on a recurring basis

  • Fair value hierarchy December 31, 2022

December 31, 2022
Financial assets at fair
value through profit or
loss
Derivative financial
instruments

Non-derivative financial
instruments
-TWSE/TPEx-listed
and emerging stocks
Total
Degree I
$ -

3,136

$ 3,136
Degree II
$ 40,166

-

$ 40,166
Total






$ 40,166
3,136
$ 43,302

282

Financial liabilities at fair
value through profit or
loss
Derivative financial
instruments

December 31, 2021
Financial assets at fair
value through profit or
loss
Derivative financial
instruments

Non-derivative financial
instruments
-TWSE/TPEx-listed
and emerging stocks
Total
$ -

Degree I
$ -

4,240

$ 4,240
$ 4,908

Degree II
$ 21,451

-

$ 21,451
$ 4,908
Total






$ 21,451
4,240
$ 25,691

There was no transfer between fair value measurement Degree 1 and Degree 2 in 2022 and 2021.

  1. Evaluation techniques and an input value of Degree 2 fair value measurement

Categories of financial instruments Evaluation techniques and input values Derivative financial Discounted cash flow approach: Future cash instruments - Forward flows are estimated based on observable foreign exchange forward exchange rates and contractual contracts & FX swaps forward exchange rates, discounted at a rate contracts that reflects the credit risk of various trading counterparts. Non-TWSE/TPEx-listed Market approach: Evaluated based on other stocks comparable asset liabilities and critical information.

(III) Categories of financial instruments

December 31, 2022 December 31, 2021 Financial assets At fair value through profit or loss At fair value through profit or loss compulsorily $ 43,302 $ 25,691 Financial liabilities measured at amortized cost (Note 1) 16,855,084 13,075,251 Financial liabilities

283

December 31, 2022 December 31, 2021

December 31, 2022 December 31, 20
At fair value through profit or
loss
At fair value through
profit or loss
compulsorily 4,908 -
Measured at post-amortization
cost (Note 2) 14,172,023 12,517,879
  • Note 1: The balances included the financial assets at amortized costs, such as cash & cash equivalents, time deposit with initial maturity date more than three months away, notes receivable, accounts receivable, other receivables and refundable deposits.

  • Note 2: The balance includes financial liabilities measured at amortized cost, such as short-term loans, short-term notes and bills payable, notes payable, accounts payable, other payables, long-term borrowings (including those due within a year), and guarantee deposits received.

  • (IV) The objectives and policies of financial risk management

The Consolidated Company manages the foreign currency exchange rate risk, interest rate risk, and the price risk, credit risk, and liquidity risk of equity instruments in order to minimize the potential undesirable impacts of uncertainties on the market on the financial performance of the Company. Important financial planning of the Company is subject to review by the Audit Committee and/or the Board of Directors according to applicable regulations and the internal control system. When implementing a financial plan, the Company strictly follows applicable financial standards for the management of financial risk and division of responsibilities.

The Consolidated Company hedged against the exposure through derivative financial instruments, in order to mitigate the effect posed by such risks. The application of derivative financial instruments was governed by the policies passed by the Consolidated Company’s board of directors, as the written principles for application of foreign risk, interest risk, credit risk, derivative financial instruments and non-derivative financial instruments and residual current fund. The internal auditors kept rechecking the compliance with the policies and limit of exposure. The Consolidated Company never engaged in transactions of financial instruments (including derivative financial instruments) for the purpose of any speculative operations.

284

1. Market risk

The major financial risks incurred by operating activities to be borne by the Consolidated Company include the risk of change in the foreign exchange rate (see (1) below) and risk of change in the interest rate (see (2) below). The Consolidated Company deals with various derivatives in order to manage the foreign exchange rate and interest rate risks it undertakes, including the hedge against the exchange rate risk arising from export sales with forward foreign exchange and FX swaps contracts.

The Consolidated Company’s exposure to the market risk over related financial instruments and the management and measurement methods adopted by the Consolidated Company with respect to the risk remained unchanged.

(1) Foreign exchange rate risk

Several subsidiaries of the Company engaged in foreign currencydenominated sales and purchases, which exposed the Consolidated Company the risk of foreign exchange rate changes therefor. About 97.59% of the Consolidated Company’s sales were not denominated in the functional currency adopted by the group entity engaged in the relevant transaction. About 37.07% of the costs of goods sold were not denominated in the functional currency adopted by the group entity engaged in the relevant transaction. Insofar as it is permitted by policies, the Consolidated Company utilized forward foreign exchange contracts to help manage the risk.

For the book value of the Consolidated Company’s non-functional currency-denominated monetary assets and liabilities (including the nonfunctional currency-denominated monetary items already written off in the consolidated financial statements), please see Note XXX.

Sensitivity analysis

The Consolidated Company were primarily exposed to the fluctuation in foreign exchange rates in USD and JPY.

The following table details the Consolidated Company’s sensitivity analysis in the case of the increase or decrease in NTD, USD, and CNY (functional currency) against the relevant foreign currency by 2%. 2% means the sensitivity ratio applied by the Consolidated Company when they reported the foreign exchange rate risk to the management within the

285

Group, and also the management’s evaluation on reasonable changes of the foreign exchange rate. The sensitivity analysis only covers outstanding foreign currency monetary items and forward foreign exchange contracts designated to hedge against cash flows, and their conversions at the end of the year are adjusted by the change in exchange rate of 2%. The positive figures in the following table indicate the amount decreased for the net profit before tax when NTD appreciates by 2% versus respective related currencies; when NTD depreciates by 2% versus respective foreign currencies, the impacts on the net profit before tax will be the negative of the same amount.

Exchange
gains or
losses
Effect of USD
2022
2021
( $ 203,627 ) (i) ( $ 135,358 ) (i)
Effect of JPY Effect of JPY
2022
( $ 203,627 ) (i)
2022
$ 1,133 (ii)
2021
$ 63 (ii)
  • (i) Primarily as a result of the Consolidated Company’s receivables, payables and loans which were denominated in USD and still outstanding on the balance sheet date, without hedging against cash flows.

  • (ii) Primarily as a result of the Consolidated Company’s receivables, payables and loans which were denominated in JYP and still outstanding on the balance sheet date, without hedging against cash flows.

The Consolidated Company’s sensitivity to exchange rates declined for the current term, primarily as a result of the increase in the bank loans denominated in USD of subsidiaries that led to the decrease in balance of net assets of the Consolidated Company denominated in USD. (2) Interest rate risk

The interest rate risk arose as a result of the loans bearing interest accruing at fixed interest rate and floating interest rate borrowed by the Consolidated Company. The Consolidated Company manages the interest rate risk by maintaining a suitable combination of fixed and floating interest rates.

286

The book values of the Consolidated Company’s financial assets and financial liabilities with exposure to interest rates on the balance sheet date are stated as following:

are stated as following:
With fair value interest
rate risk
-Financial
liabilities
With cash flow interest
rate risk
-Financial assets
-Financial
liabilities
December 31, 2022
$ 15,394
6,019,077
5,528,434
December 31, 2021
$ 32,457
3,848,807
4,468,456

Sensitivity analysis

The following analyses of sensitivity were determined based on the interest rate risk exposure if derivative and non-derivative financial instruments on the balance sheet dates. For liabilities at floating rate, the analysis was prepared under the assumption that the amount of the liabilities outstanding on the balance sheet date was outstanding during the reporting period. 50 base points mean the interest rate change ratio applied by the Group when reporting interest rates to the management, and also the management’s assessment of the reasonable possible range of change to the interest rate.

If the interest rate increases/decreases by 50 base points and all the other variables remain unchanged, the Consolidated Company’s net profit before tax would decrease/increase by NTD 442 thousand and NTD 5,002 thousand, respectively, for 2022 and 2021 primarily as a result of the Consolidated Company’s exposure to the risk of change in interest rates for demand deposits and borrowings.

2. Credit risk

The credit risk denotes the risk that the Consolidated Company might incur a loss when the trading counterparts default the obligations under the contracts. As of the balance sheet date, the top credit risk the Consolidated Company might be exposed to from the financial loss caused by the counterpart failing to fulfill obligations or the financial guarantee provided by the Consolidated Company

287

primarily came from the book value of notes and accounts receivable recognized on the Consolidated Balance Sheet.

Operation-related Credit Risk

The outstanding accounts receivable of the Consolidated Company mainly come from customer bases around the world and no collaterals or credit guarantee is provided for most accounts receivable. Despite the related procedures defined by the Company to help supervise, manage, and reduce the credit risk of accounts receivable, there is no guarantee that such procedures can fully prevent against losses caused by credit risk. With economic conditions getting worse, such credit risk will increase. As of December 31, 2022 and 2021, the ratios of the balance of accounts receivable from Top 10 customers to the balance of accounts receivable of the Company had been 74% and 72% while the credit risk of the other accounts receivable was relatively insignificant.

3.

In order to mitigate the credit risk, on the balance sheet date, the Consolidated Company would recheck on a case-by-case basis the recoverable amount of notes and accounts receivable to assure that for the notes and accounts receivable which were not recoverable, appropriate impairment loss has been duly amortized. Accordingly, the Company’s management held that the Consolidated Company’s credit risks had been significantly mitigated. Liquidity risk

The Consolidated Company managed and maintained sufficient cash and cash equivalent to support the Group’s business operations and minimize the impact of changes in cash flow. The Consolidated Company’s management closely watches the usage of the financing credit lines in banks and assures faithful compliance of the terms and conditions set forth under the loan contracts.

To the Consolidated Company, bank loans functioned as a key source of liquidity. Please refer to Note (2) “Financing limit” .

  • (1) Liquidity and interest rate risk of non-derivative financial liabilities

Non-derivative financial liabilities remaining contract maturity analysis was prepared in accordance with the earliest payment date expected of the Consolidated Company and the undiscounted cash flows (including principal and estimated interest) of financial liabilities. Therefore, the Consolidated Company may be required to immediately repay the bank loan that is illustrated in the following table without

288

considering the probability that the bank may immediately exercise such right. The other non-derivative financial liabilities maturity analysis was prepared on the agreed repayment date.

The undiscounted interest for the cash flow of interest payable at floating interest rate derived from the bond yield curves at the balance sheet date.

December 31, 2022

Liabilities
without interest
Lease liabilities
Floating interest
rate
instruments
Fixed interest rate
instruments
Repayment on
demand or less
than 1 months
Repayment on
demand or less
than 1 months
1 month ~ 3
months
3 months ~ 1
year
3 months ~ 1
year
1year~5 years 1year~5 years Over5 years


$ 759,650
1,472
573,597
-
$ 1,334,719



$ 4,065,705

2,951
607,770
-
$ 4,676,426




$ 1,986,029

7,861
1,007,067
-
$ 3,000,957



$ 537,736

3,110
-
3,340,000
$ 3,880,846



$ -

-
-
-
$ -

The other information about lease liabilities maturity analysis is stated as following:


Lease liabilities
Less than 1
year
Less than 1
year
1 year~5
years
5 years~10
years
5 years~10
years
10 years~15
years
10 years~15
years
15 years~20
years
15 years~20
years
Over 20
years
$ 12,284
$ 3,110
$ -
$ -
$ - $ -

December 31, 2021

Liabilities
without interest
Lease liabilities
Floating interest
rate
instruments
Fixed interest rate
instruments
Repayment on
demand or less
than 1 months
Repayment on
demand or less
than 1 months
1 month ~ 3
months
3 months ~ 1
year
3 months ~ 1
year
1 year~5 years 1 year~5 years Over 5 years


$ 310,141
1,425
217,265
-
$ 528,831



$ 4,157,460

2,856
646,264
-
$ 4,806,580



$ 2,175,041

12,965
477,677
-
$ 2,665,683



$ 410,088

15,300
-
3,127,250
$ 3,552,638



$ -

-
-
-
$ -

The other information about lease liabilities maturity analysis is stated as following:


Lease liabilities
Less than 1
year
Less than 1
year
1 year~5
years
5 years~10
years
5 years~10
years
10 years~15
years
10 years~15
years
15 years~20
years
15 years~20
years
Over 20
years
$ 17,246
$ 15,300
$ -
$ -
$ - $ -

(2) Financing limit

December 31, 2022 December 31, 2021

289

Unsecured bank overdraft
(to be reviewed
annually)
-Already drawn
down

-Not yet drawn
down


Secured bank overdraft
-Already drawn
down

-Not yet drawn
down

$ 4,129,795

6,715,144

$ 10,844,939

$ 1,398,641

1,561,692

$ 2,960,333
$ 3,289,762
6,475,759
$ 9,765,521
$ 1,178,694
1,287,890
$ 2,466,584

XXVIII. Transactions-related party

Upon consolidation, the transactions, balances in accounts, gains, expenses and losses existing between the Company and its subsidiaries (as the Company's related parties) were written out in full and, therefore, are not disclosed in this Note.

Remuneration to the Management

Remuneration to the Management
Short-term employee benefits
Benefits after
severance/retirement
2022
$ 90,911
1,512
$ 92,423
2021




$ 77,476
1,485
$ 78,961

The salaries and remunerations to directors and other key management were determined by the Salary Committee in accordance with the personal performances and trends in the markets:

XIX. Pledged assets

The following assets were provided as collateral for financing loans and for the tariffs of imported raw materials and supplies:

Land
Building - net
Right-of-use assets
December 31, 2022
$ 648,300
545,072

117,300
$ 1,310,672
December 31, 2021 December 31, 2021




$ 648,300
604,544

118,764
$ 1,371,608

290

XXX. Important Matters

The amount of unused letters of credit issued by the Consolidated Company for procurement of raw materials and machinery & equipment are enumerated as following (expressed in NTD thousand):

(expressed in NTD thousand):
Currency type
JPY
EUR
USD
December 31, 2022
$ 29
177
9,740
December 31, 2021
$ 13,460
802
131

XXXI. Information about financial assets and liabilities in foreign currencies with significant influence:

The following information was summarized according to the foreign currencies other than the functional currencies of the Consolidated Company. The exchange rates disclosed was used to translate the foreign currencies into the functional currency. Financial assets and liabilities in foreign currencies with significant influence are summarized as following:

December 31, 2022

Foreign currency
assets
Monetary items
USD

USD
CNY
EUR
EUR
JPY
Foreign
currency
$ 415,211
254,661
3,513
887
1,954
64,400
Exchange rate

30.71(USD:NTD)


6.9646 (USD:CNY)

4.408(CNY:NTD)

32.72(EUR:NTD)

7.4229 (EUR:CNY)

0.2324 (JPY:NTD)

Book value


$ 12,751,130
7,820,639
15,485
29,023
63,935
14,967
$ 20,695,179
Foreign currency
liabilities
Monetary items
USD

USD
CNY
EUR
JPY
JPY
Foreign
currency
$ 266,420
71,919
22
2,302
243,860
64,400
Exchange rate

30.71 (USD: NTD)


6.9646 (USD: CNY)

4.408(CNY: NTD)

32.72 (EUR: NTD)

0.2324 (JPY: NTD)

0.0524 (JPY: CNY)

Book value


$ 8,181,758
2,208,632
97
75,321
56,673
14,967
$ 10,537,448

291

December 31, 2021

Foreign currency
assets
Monetary items
USD

USD
CNY
EUR
EUR
Foreign currency
liabilities
Monetary items
USD
USD
EUR
JPY
Foreign
currency
$ 367,934
217,393
39,064
900
3,081
240,564
100,258
1,149
13,190
Exchange rate

27.68 (USD: NTD)


6.376 (USD: CNY)

4.341 (CNY: NTD)

31.32 (EUR: NTD)

7.2197 (EUR: CNY)



27.68 (USD: NTD)


6.376(USD: CNY)

31.32 (EUR: NTD)

0.2405 (JPY: NTD)

Book value





$ 10,184,413
6,017,438
169,596
28,188
96,497
$ 16,496,132
$ 6,658,812
2,775,141
35,987
3,172
$ 9,473,112

XXXII. Noted disclosures

  • (I) Information related to material transactions and (II) information related to reinvested enterprises:

  • Fund loaned to others: See Attachments 1 and 6.

  • Endorsement and guarantee made for others: See Attachment 2.

  • Marketable securities-end (exclusive of investments in subsidiaries, affiliated companies, and joint ventures): See Attachments 3 and 7.

  • Cumulative amount of the same marketable security purchased or sold reaching NTD300 million or more than 20% of the paid-in capital: N/A.

  • Acquisition amount of real estate reaching NTD300 million or more than 20% of the paid-in capital: N/A.

  • Amount on disposal of real estate reaching NTD300 million or more than 20% of the paid-in capital: N/A.

  • Purchase/sale amount of transactions with related parties reaching NTD100 million or more than 20% of the paid-in capital: See Attachments 4 and 8.

  • Accounts receivable-related party reaching NTD100 million or more than 20% of the paid-in capital: See Attachment 9.

  • Engagement in trading of derivatives: Note VII.

292

  1. Other information: Amount of the business relationship and major transactions between parent company and subsidiaries and among subsidiaries: See Attachment 12.

  2. Information related to reinvested enterprises: See Attachment 5.

  3. (III) Information about investment in Mainland China

  4. The name of the investee in Mainland China, main items involved in the scope of operation, paid-in capital size, investment method, capital importation/exportation, holding ratio, investment profits and losses, book value of investments at end of term, repatriated investment profits or losses, and investment ceiling value for Mainland China: Attachment 10.

  5. Any of the following significant transactions with investees in Mainland China, either directly or indirectly through the enterprise in a third area, and their prices, payment terms, and unrealized gains or losses: See Attachment 11.

  6. Direct, or indirect through a third region endorsement, guarantee or provision of collateral made with the investee in the Mainland China: Attachment 2.

  7. Direct, or indirect, via the enterprise in a third area, financing with the investees in the Mainland China: See Attachment 6.

  8. Other transactions that produce material effects to the income or financial condition in the current period: N/A.

  9. (IV) Information of major shareholders: Names and shareholding quantities and ratios of shareholders that hold at least 5% of the equity: Attachment 13.

XXXIII. Information by Segment

  • The Consolidated Company primarily engaged in manufacturing, processing and trading printed circuit boards from the same production process, in the similar manner in the similar market. Meanwhile, the business decision makers also allocated resources among all of the companies as a whole. Therefore, all of the companies should constitute one single industry segment, and there should be no need to disclose the information by segment.

293

Unit: NT$ thousand, USD thousand, and CNY thousand

Gold Circuit Electronics Ltd. and its subsidiaries

Fund loaned to others

January 1 to December 31, 2022

Attachment 1

No.
(Note 1)
Loaner Debtor Accounting
title
Whether
a related
party or
not

Maximum balance
for the current
period
Balance – end of
period
Amount actually
disbursed
Interest rate
interval
Nature of
loan (Note
2)
Amount of current
business (Note 4)
Reasons for
short-term
financing
Allowance for bad
debt
Collateral Collateral Limit of lending
to an individual
debtor (Note 3)
Limit of total
lending (Note 3)
Title Value
0 Gold Circuit
Electronics Ltd.
Changshu Gold
Circuit Technology
Co., Ltd.
Other
receivables
Y
Y
$ 161,075
( USD
5,000 )
155,365
( CNY
35,000 )
$ -
( USD
- )
-
( CNY
- )
$ -
( USD
- )
-
( CNY
- )
1.5000%
~1.5000%
3.7000%
~3.7000%
(1)
(1)
$ 1,687,159
1,687,159

$ -
-

$ -
-
$ 1,687,159

1,687,159
$ 5,373,814

5,373,814

Note 1: The sections are completed in the following manners:

  • (1) “0” for the issuer.

  • (2) Investees are numbered from number 1 and so on.

  • Note 2: The fund loaned to others is categorized two types as following by nature:

  • (1) Business association

  • (2) Short-term financing needed

  • Note 3: The total funds lent by the Company to others may not exceed 40% of the Company's net value in the most recent financial statements audited or certified by the CPAs (for Q3 of 2022).

    • The limit on loans extended to any single borrower is defined as following based on the cause of loaning:
  • (1) For the borrower trading with the Company, the limit on loans shall be no more than the purchase or sales by the Company from or to the borrower in the most recent year or until the loaning of fund in current year, whichever is higher.

  • (2) Where short-term financing is needed, the limit of funds lent may not exceed 40% of the Company's net value in the most recent financial statements audited or certified by the CPA (for Q3 of 2022).

Note 4: The amount refers to the amount of purchases or that of sales between the Company and Changshu Gold Circuit Technology Ltd. over the past year, whichever is higher.

294

Gold Circuit Electronics Ltd. and its subsidiaries

Endorsement and guarantee made for others

January 1 to December 31, 2022

Attachment 2

Unit: NTD thousand, USD thousand, CNY thousand, EUR thousand

No. Endorsement and guarantee
Name
Counterpart Counterpart Limit of
endorsement/guaran
tee on particular
enterprise
(Note 1)
Maximum balance
of endorsement /
guarantee made
during the current
period
Balance of
endorsement /
guarantee at end of
the period
Amount actually
disbursed
Endorsement/guara
ntee secured by
property
Accumulated ratio
of the value of
endorsement and
guarantee in the
net worth of
financial
statements of the
most recent term
(%)
Maximum limit of
endorsement/
guarantee (Note 2)
As the parent
company’s
endorsements/
guarantees
toward
subsidiary(ies)
(Note 3)

As a
subsidiary’s
endorsements/
guarantees
toward its
parent
company
(Note 3)
As the
endorsements/
guarantees
toward the
Mainland
China area.
(Note 3)
Name Affiliation
0 Gold Circuit Electronics Ltd. Goldex Holding Limited
Gold Circuit International
Limited
Gold Circuit Enterprise Limited
Suzhou Gold Circuit Electronics
Ltd.
Changshu Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Technology Co., Ltd.
Subsidiary wholly invested
in by the Company
directly
Company wholly invested
in via a subsidiary
indirectly
Company wholly invested
in via a subsidiary
indirectly
Company wholly invested
in via a subsidiary
indirectly
Company wholly invested
in via a subsidiary
indirectly
Company wholly invested
in via a subsidiary
indirectly
$ 10,075,901
10,075,901
10,075,901
10,075,901
10,075,901
10,075,901
10,075,901
$ 1,915,875
( USD
65,000 )
163,600
( EUR
5,000 )
257,720
( USD
8,000 )
644,300
( USD
20,000 )
683,820
( USD
23,200 )
458,000
( USD
16,000 )
149,700
( USD
5,000 )
$ 706,330
( USD
23,000 )
163,600
( EUR
5,000 )
245,680
( USD
8,000 )
614,200
( USD
20,000 )
614,200
( USD
20,000 )
245,680
( USD
8,000 )
-
( USD
- )
$ -
( USD
- )
-
( EUR
- )
-
( USD
- )
-
( USD
- )
307,100
( USD
10,000 )
-
( USD
- )
-
( USD
- )
$ -
-
-
-
-
-
-
5.26
1.22
1.83
4.57
4.57
1.83
-
$ 20,151,803
20,151,803
20,151,803
20,151,803
20,151,803
20,151,803
20,151,803
Y
Y
Y
Y
Y
Y
Y
N
N
N
N
N
N
N






Note 1: The amount of endorsement/guarantee made by the Company for a single enterprise may not exceed 75% of the net value for the current term. The maximum of endorsement/guarantee on December 31, 2022 is obtained with 75% of the net value of the Company for the current term. The net value is based on that shown in the most recent financial statements audited and certified or reviewed by the CPA (for Q3 of 2022).

Note 2: The total amount of endorsements/guarantees made by the Company externally may not exceed 150% of the net value for the current term. The maximum of endorsement/guarantee on December 31, 2022 is obtained with 150% of the net value of the Company for the current term. The net value is based on that shown in the most recent financial statements audited and certified or reviewed by the CPA (for Q3 of 2022).

Note 3: Enter Y only in the case of the parent company’s endorsements/guarantees toward subsidiary(ies), a subsidiary’s endorsements/guarantees toward its parent company, and the endorsements/guarantees toward the Mainland China area.

295

Gold Circuit Electronics Ltd. and its subsidiaries

Marketable securities held – end of year

December 31, 2022

Attachment 3

Unit: NTD thousand

Holder Type and name Relationship with
the issuer
Account title End ofperiod End ofperiod Remarks
Number of shares Book value Equity (%) Fair value
Gold Circuit Electronics
Ltd.



Stock
AMB Technology Co., Ltd
ULTRA PRECISION
TECHNOLOGY
COMPANY
King Hsiang Investment Co.,
Ltd.
Goldex Holding Limited


Subsidiary
Subsidiary
Financial assets at fair value
through other comprehensive
income - noncurrent
Financial assets at fair value
through other comprehensive
income - noncurrent
Long-term equity investment
under equity method
Long-term equity investment
under equity method
267,857
1,000,000
19,999,400
191,910,000





$ -
-
$ -
$ 41,910
8,082,246
$ 8,124,156
1.984
10.290
99.997
100.000





$ -
-
$ -
$ 41,910
8,082,246
$ 8,124,156

296

Gold Circuit Electronics Ltd. and its subsidiaries

Purchase/sale amount of transactions with related parties reaching NT$100 million or more than 20% of the paid-in capital

January 1 to December 31, 2022

Attachment 4

Unit: NTD thousand

Supplier (customer) Trading counterpart
Affiliation
Status Status Distinctive terms and conditions of
trade and the reasons
Distinctive terms and conditions of
trade and the reasons
Notes/accounts receivable
(payable)
Notes/accounts receivable
(payable)
Remarks
Purchase
(sale)
Amount Percentage in
total purchase
(sale) amount
%
Duration Unit price Duration Balance Percentage in
total
accounts/notes
receivable
(payable) %
Gold Circuit
Electronics Ltd.
Gold Circuit
Electronics Ltd.
Gold Circuit
Electronics Ltd.
Gold Circuit
Electronics Ltd.
Suzhou Gold
Circuit
Electronics Ltd.
Suzhou Gold
Circuit
Electronics Ltd.
Changshu Gold
Circuit
Electronics Ltd.
Changshu Gold
Circuit
Technology Co.,
Ltd.
Company wholly
invested in via a
subsidiary indirectly
Company wholly
invested in via a
subsidiary indirectly
Company wholly
invested in via a
subsidiary indirectly
Company wholly
invested in via a
subsidiary indirectly

Purchase

Sales

Purchase

Purchase
$ 11,493,931
105,564

6,283,149

1,687,159

44

-

24

6
O/A 3 months
O/A 4 months
O/A 4 months
O/A 3 months
-
-
-
-



( $ 4,402,324 )
73,778
(
1,137,871 )
(
184,526 )

56

1

14

2

297

Gold Circuit Electronics Ltd. and its subsidiaries

Information related to the reinvested companies… such as names and locations, etc.

January 1 to December 31, 2022

Attachment 5

Unit: NTD thousand

Investor Investee Location Principal business Original investment cost Original investment cost Holdings at end ofyear Holdings at end ofyear Holdings at end ofyear Investment gain
(loss) of the investee

Investment gain
(loss) recognized for
the current period
(Note1)
Remarks
End of the current
period
End of the previous
period
Number of shares Percentage
(%)
Book value
Gold Circuit Electronics
Ltd.

Goldex Holding Limited

Gold Circuit International
Limited
Gold Circuit Enterprise
Limited
King Hsiang Investment Co.,
Ltd.
Goldex Holding Limited
Gold Circuit International
Limited
Gold Circuit Enterprise
Limited
Suzhou Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Technology Co., Ltd.
No. 149-1, Zhong Zeng Rd., Tamsui
Dist, New Taipei City
Trust Net Chambers Lotemau Centre,
P.O. Box 1225, Apia, Samoa
P.O. Box 362, Road Town, Tortola,
Virgin islands, British
Turst Net Chambers Lotemau Centre,
P.O.Box 1225, Apia, Samoa
No. 238, Jinfeng Road, New District,
Suzhou City, Jiangsu Province
No. 9, Jiulong Rd., Changshu
Southeast Economic Development
Zone, Jiangsu Province
No. 816, Southeast Avenue, Changshu
Hi-Tech Industrial Development
Zone, Jiangsu Province
General investment business



Design, produce and sell multi-
layer printed circuit boards

$ 199,994
6,271,398
3,239,310
2,670,554
3,239,310
959,724
980,105
$ 199,994
6,271,398
3,239,310
2,670,554
3,239,310
959,724
980,105
19,999,400
191,910,000
98,000,000
93,010,000
98,000,000
30,010,000
33,000,000
99.997
100.000
100.000
100.000
100.000
100.000
100.000
$ 41,910
8,082,246
5,378,665
2,874,250
5,540,740
3,194,603
(
719,981 )
$ 22,686
3,465,490
2,592,764
881,884
2,596,784
890,011
(
6,521 )
$ (7,763)
3,377,929
2,529,073
858,013
2,533,093
855,608

4,011
(Note 2)

Note 1: The investment gain (loss) recognized for the current period has taken into consideration the effects of unrealized (realized) gross losses on sales among reinvested companies.

Note 2: The investment loss of King Hsiang Investment Co., Ltd. recognized for the current term, NTD 7,763 thousand, includes the investment gain recognized adopting the equity method, NTD 22,686 thousand, and reversal of the financial asset appraisal gain, NTD 17,857 thousand for King Hsiang Investment Co., Ltd. from holding the Company’s shares under the “Accounting Principles for Management of Treasury Stocks” and receipt of the income from dividends issued by the Company worth NTD 12,592 thousand.

298

Unit: NT$ thousand, USD thousand, and CNY thousand

Gold Circuit Electronics Ltd. and its subsidiaries

Fund loaned by investees to others

January 1 to December 31, 2022

Table 6

No. Loaner Debtor Contents Maximum
balance for the
current period
Balance – end of
period
Amount actually
disbursed - end
of period
Interest rate range
(%)
Nature of
loan (Note
1)

Amount
Reasons for
short-term
financing
Allowance for
bad debt
Collateral Collateral Limit of lending
to an individual
debtor (Note 2)
Limit of total
lending (Note 2)
Title Value
1
2
3
4
Goldex Holding
Limited
Changshu Gold
Circuit Electronics
Ltd.
Suzhou Gold Circuit
Electronics Ltd.
Gold Circuit
Enterprise Limited
Changshu Gold Circuit
Technology Co., Ltd.
Changshu Gold Circuit
Electronics Ltd.
Suzhou Gold Circuit
Electronics Ltd.
Gold Circuit International
Limited
Gold Circuit Enterprise
Limited

Changshu Gold Circuit
Technology Co., Ltd.
Changshu Gold Circuit
Technology Co., Ltd.
Changshu Gold Circuit
Technology Co., Ltd.

Gold Circuit International
Limited
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
$ 624,120
( USD
21,000 )
265,275
( USD
9,000 )
147,375
( USD
5,000 )
170,740
( USD
5,300 )
109,531
( USD
3,400 )
901,200
( CNY 200,000 )
241,613
( USD
7,500 )
803,140
( USD
26,000 )
79,846
( USD
2,600 )
$ -
( USD
- )
-
( USD
- )
-
( USD
- )
92,130
( USD
3,000 )
-
( USD
- )
881,600
( CNY 200,000 )
230,325
( USD
7,500 )
798,460
( USD
26,000 )
79,846
( USD
2,600 )
$ -
( USD
- )
-
( USD
- )
-
( USD
- )
92,130
( USD
3,000 )
-
( USD
- )
870,190
( CNY 197,412 )
230,325
( USD
7,500 )
798,460
( USD
26,000 )
79,846
( USD
2,600 )
1.422%~3.534%
1.440%~2.702%
1.476%~1.808%
1.500%~4.593%
1.445%~3.129%
0.800%~3.700%
0.800%~0.800%
1.500%~4.200%
4.000%~4.000%
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
$ -
-
-
-
-
23,227
23,227
166,054
-
Working capital
Working capital
Working capital
Working capital
Working capital
Working capital
Working capital
Working capital
Working capital
$ -

-

-

-

-

-

-

-

-








$ -
-
-
-
-
-
-
-
-
$ 22,934,449

22,934,449

22,934,449

22,934,449

22,934,449

5,443,658

5,443,658

7,315,635

8,296,442
$ 22,934,449

22,934,449

22,934,449

22,934,449

22,934,449

5,443,658

5,443,658

7,315,635

8,296,442

Note 1: The fund loaned to others is categorized two types as following by nature:

(1) Business association

(2) Short-term financing needed

Note 2: The amount of funds lent to a single borrower and the total amount of funds lent to others by a reinvestee (except Goldex Holding Limited and Gold Circuit Enterprise Limited) shall not exceed 150% of the reinvestee’s net value in its most recent financial statements audited

or certified by the CPA (for Q3 of 2022). The amount of funds lent to a single borrower and the total amount of funds lent to others by Goldex Holding Limited and Gold Circuit Enterprise Limited shall not exceed 300% of their net value in their most recent financial statements audited or certified by the CPA (for Q3 of 2022).

The limit of funds lent to a single borrower and the total amount of funds lent to others by a subsidiary in Mainland China shall not exceed 150% of the reinvestee's net value in its most recent financial statements audited or certified by the CPA (for Q3 of 2022). Note 3: The interest rate interval for the fund loaned in 2022

299

Gold Circuit Electronics Ltd. and its subsidiaries

Marketable securities held by investees - end of period

December 31, 2022

Attachment 7

Unit: NTD thousand

Holder Type and name Affiliation to the issuer Account title End ofperiod End ofperiod Remarks
Number of shares Book value Equity (%) Fair value
King Hsiang Investment
Co., Ltd.

Stock
LEE CHI ENTERPRISE CO.,
LTD.
Gold Circuit Electronics Ltd.

The parent company in
which King Hsiang
Investment Co., Ltd.
held 99.997% shares
Financial assets at fair value
through profit or loss - current
Financial assets at fair value
through profit or loss - current

155,595

5,151,375


$ 3,135
447,140
$ 450,275
0.068
1.047


$ 3,135
447,140
$ 450,275

300

Gold Circuit Electronics Ltd. and its subsidiaries

Purchase/sale amount of transactions of investees with related parties reaching NT$100 million or more than 20% of the paid-in capital

January 1 to December 31, 2022

Table 8

Unit: NTD thousand

Supplier (customer) Trading counterpart
Affiliation
Status Status Distinctive terms and conditions of
trade and the reasons
Distinctive terms and conditions of
trade and the reasons
Notes/accounts receivable
(payable)
Notes/accounts receivable
(payable)
Remarks
Purchase
(sale)
Amount Percentage in
total purchase
(sale) amount
%
Duration Unit price Duration Balance Percentage in
total
accounts/notes
receivable
(payable) %
Suzhou Gold
Circuit
Electronics Ltd.
Suzhou Gold
Circuit
Electronics Ltd.
Suzhou Gold
Circuit
Electronics Ltd.
Changshu Gold
Circuit
Electronics Ltd.
Changshu Gold
Circuit
Technology Co.,
Ltd.
Changshu Gold
Circuit
Electronics Ltd.
Changshu Gold
Circuit
Technology Co.,
Ltd.
Gold Circuit
Electronics Ltd.
Gold Circuit
Electronics Ltd.
Changshu Gold
Circuit
Electronics Ltd.
Gold Circuit
Electronics Ltd.
Gold Circuit
Electronics Ltd.
Suzhou Gold
Circuit
Electronics Ltd.
Suzhou Gold
Circuit
Electronics Ltd.
Ultimate parent
company
Ultimate parent
company
Affiliated enterprise
Ultimate parent
company
Ultimate parent
company
Affiliated enterprise
Affiliated enterprise
Sales
Purchases
Sales
Sales
Sales
Sales
Sales
( $ 11,493,931 )

105,564
(
111,729 )
(
6,283,149 )
(
1,687,159 )
(
672,993 )
(
166,054 )

(
91 )

2

(
1 )

(
87 )

(
86 )

(
9 )

(
8 )
O/A 3 months
O/A 4 months
O/A 3 months
O/A 4 months
O/A 3 months
O/A 4 months
O/A 4 months
-
-
-
-
-
-
-






-
$ 4,402,324
(
73,778 )
26,611
1,137,871
184,526
334,096
121,662

89

(
3 )

1

74

48

22

32

301

Gold Circuit Electronics Ltd. and its subsidiaries

Accounts receivable-related party of the investees reaching NT$100 million or more than 20% of the paid-in capital December 31, 2022

Attachment 9

Unit: NTD thousand

Companies stated into accounts
receivable
Trading counterpart Affiliation Balance of accounts
receivable - related party
Turnover
(Note 1)
Overdue accounts receivable - related
party
Overdue accounts receivable - related
party
Amounts received
in subsequent
period - related
party
Allowance loss
Amount Accounting
treatment
Suzhou Gold Circuit Electronics
Ltd.
Changshu Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Technology Co., Ltd.
Changshu Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Technology Co., Ltd.
Changshu Gold Circuit
Electronics Ltd.
Suzhou Gold Circuit Electronics
Ltd.
Gold Circuit Electronics Ltd.
Gold Circuit Electronics Ltd.
Gold Circuit Electronics Ltd.
Suzhou Gold Circuit
Electronics Ltd.
Suzhou Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Technology Co., Ltd.
Changshu Gold Circuit
Technology Co., Ltd.
Ultimate parent company
Ultimate parent company
Ultimate parent company
Affiliated enterprise
Affiliated enterprise
Affiliated enterprise
Affiliated enterprise
Accounts receivable
$ 4,402,324
Accounts receivable
1,137,871
Accounts receivable
184,526
Accounts receivable
334,096
Accounts receivable
121,662
Other receivables
1,122,665
Other receivables
805,063
3.13
4.46
6.03
3.36
2.39
-
-
$ -
-
-
-
-
-
-






$ 2,033,813
720,024
180,688
153,601
55,241
76,353
337
$ -
-
-
-
-
-
-

Note 1: The cycle days are not calculated for other receivables from related parties.

302

Unit: NTD thousand/USD thousand

Gold Circuit Electronics Ltd. and its subsidiaries

Information about investment in Mainland China

January 1 to December 31, 2022

Attachment 10

Name of invested company in
China
Principal business Principal business Paid-in capital Mode of
investment
(Note 1)
Cumulative
investment
amount outward
remitted from
Taiwan -
beginning of the
period
Cumulative
investment
amount outward
remitted from
Taiwan -
beginning of the
period
Investment remittance or regain in
the current period
Investment remittance or regain in
the current period
Cumulative
investment
amount outward
remitted from
Taiwan - end of
the period
Net income of
investee
Shareholdings
of the
Company’s
direct or
indirect
investment (%)
Investment gains
or losses
recognized for the
current period
(Note 2)

Book value of
investment at
ending
Investment
income
repatriated to
Taiwan as of the
end of the period
Outward remitted Repatriated
Suzhou Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Technology Co., Ltd.
Design, produce and sell
multi-layer printed
circuit boards
Design, produce and sell
multi-layer printed
circuit boards
Design, produce and sell
multi-layer printed
circuit boards
$ 3,239,310
959,724
980,105
2
2
3
$ 3,239,310
959,724
980,105
$ -
-
-
$ -
-
-
$ 3,239,310
959,724
980,105
$ 2,596,784
890,011
(
6,521 )
100
100
100
2.(2)
$ 2,533,093
2.(2)
855,608
2.(2)
4,011
$ 5,540,740
3,194,603
(
719,981 )
$ -
-

-
Accumulated investments outward remitted from
Taiwan at Ending
Investment amount approved by Investment
Commission,MOEA
Limit of investment amount required by Investment
Commission,MOEA(Note 4)
$ 5,179,139
( USD
161,010 )
$ 4,944,617
( USD
161,010 )
$ -

Note 1: The modes of investment are classified into the following four types:

  1. To invest in Mainland China companies through remittance from a third area.

  2. To invest in Mainland China companies through a company invested and established in a third area.

  3. To invest in Mainland China companies through reinvesting in an existing company in a third area.

  4. Other ways, ex: discretionary investment contract

Note 2: For the field of investment gain/loss recognized in the current period:

  1. Please mark out if there has no investment gain or loss yet because the investment is still under planning.

  2. The basis of recognition of investment gain/loss is classified into following three types, which should be marked out.

  3. (1) Financial statements reviewed and approved by an international CPA firm in a collaborative relationship with a CPA firm of the ROC.

  4. (2) Financial statements audited by the CPAs of the parent company in Taiwan.

  5. (3) Others.

Note 3: The related figures herein should be expressed in NTD.

Note 4: The Company has received the certificate of compliance with business lines of operational headquarters issued by Industrial Development Bureau, MOEA on August 25, 2022. Therefore, the Company may be exempted from the limit of investment amount required by Investment Commission, MOEA.

303

Gold Circuit Electronics Ltd. and its subsidiaries

Any significant transactions with investees in Mainland China, either directly or indirectly through a third area

January 1 to December 31, 2022

Attachment 11

Unit: NTD thousand

Related parties’ names Affiliation of the Company
with related party
Type of transaction Amount Trading conditions Notes/accounts receivable
(payable)
Notes/accounts receivable
(payable)
(Realized)
unrealized gain
(loss)
Price Payment terms Comparison with
the general
transactions
Balance Percentage
(%)
Suzhou Gold Circuit
Electronics Ltd.

Changshu Gold Circuit
Electronics Ltd.

Changshu Gold Circuit
Technology Co., Ltd.
Company wholly invested in
via a subsidiary indirectly

Company wholly invested in
via a subsidiary indirectly

Company wholly invested in
via a subsidiary indirectly

Purchases
Sales

Purchases
Sales

Purchases
Sales
$ 11,493,931
105,564
6,283,149
20,920
1,687,159
5,517
$ 11,493,931
105,564
6,283,149
20,920
1,687,159
5,517
General
General
General
General
General
General
Similar
Similar
Similar
Similar
Similar
Similar
( $ 4,402,324 )
73,778
(
1,137,871 )
1,172
(
184,526 )
68
89
-
74
-
52
-
( $ 63,691 )
-
(
34,403 )
-
10,532
-

304

Gold Circuit Electronics Ltd. and its subsidiaries

Business relationship and major transactions between the parent company and each of its subsidiaries and among the subsidiaries and the amount January 1 to December 31, 2022

Attachment 12

Unit: NTD thousand

No.
(Note 1)
Name of trader Trading counterpart Relationship with the
trader (Note 2)
Transaction
Title Amount Trading conditions Percentage in total
consolidated
operating revenue
or total assets %
(Note 3)
0 Gold Circuit Electronics Ltd. King Hsiang Investment Co., Ltd.
Suzhou Gold Circuit Electronics Ltd.
Changshu Gold Circuit Electronics Ltd.
Changshu Gold Circuit Technology Co.,
Ltd.
1
1
1
1
Other revenue
Accounts receivable
Other receivables
Accounts payable
Sales revenue
Cost of goods sold
Interest revenue
Other revenue
Accounts receivable
Accounts payable
Other receivables
Sales revenue
Cost of goods sold
Accounts receivable
Other receivables
Accounts payable
Sales revenue
$ 24
73,778
24,081
4,402,324
105,564
11,493,931
69
2,619
1,172
1,137,871
10
20,920
6,283,149
68
119
184,526
5,517
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
-
-
-
15
-
35
-
-
-
4
-
-
20
-
-
1
-

305

No.
(Note 1)
Name of trader Trading counterpart Relationship with the
trader (Note 2)
Transaction
Title Amount Trading conditions Percentage in total
consolidated
operating revenue
or total assets %
(Note 3)
1
2
3
Goldex Holding Limited
Gold Circuit Enterprise
Limited
Suzhou Gold Circuit
Electronics Ltd.
Suzhou Gold Circuit Electronics Ltd.
Changshu Gold Circuit Electronics Ltd.
Changshu Gold Circuit Technology Co.,
Ltd.
Gold Circuit Enterprise Limited
Gold Circuit International Limited
Gold Circuit International Limited
Changshu Gold Circuit Technology Co.,
Ltd.
Changshu Gold Circuit Electronics Ltd.
3
3
3
3
3
3
3
3
Cost of goods sold
Interest revenue
Interest revenue
Interest revenue
Interest revenue
Interest revenue
Interest receivable
Other receivables
Interest revenue
Interest receivable
Other receivables
Interest revenue
Accounts receivable
Other receivables
Accounts payable
Other payables
Sales revenue
Cost of goods sold
Interest receivable
Interest revenue
Accounts receivable
1,687,159
$ 3,094
981
2,112
6,534
1,698
174
92,130
3,719
231
79,846
236
3,716
799,975
121,662
1,049
18,495
166,054
5,088
4,874
26,611
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
5
-
-
-
-
-
-
-
-
-
-
-
-
3
-
-
-
1
-
-
-

306

No.
(Note 1)
Name of trader Trading counterpart Relationship with the
trader (Note 2)
Transaction
Title Amount Trading conditions Percentage in total
consolidated
operating revenue
or total assets %
(Note 3)
4 Changshu Gold Circuit
Electronics Ltd.
Changshu Gold Circuit Technology Co.,
Ltd.
3 Other receivables
Accounts payable
Other payables
Sales revenue
Cost of goods sold
Accounts receivable
Other receivables
Accounts payable
Other payables
Interest receivable
Sales revenue
Cost of goods sold
Interest revenue
5,711
$ 334,096
1,900
111,729
672,993
2,547
1,100,855
42
13,140
21,810
3,275
23,227
29,771
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
Equivalent to those applicable to a
non-related party
-
1
-
-
2
-
4
-
-
-
-
-
-
  • Note 1: The information about transactions between parent company and subsidiaries shall be numbered and noted in the following manner in the box of numbers:

  • 0 is for the Parent Company.

  • Subsidiaries are numbered from number 1.

  • Note 2: The relationship with the trader is classified into three categories as follows:

  • Parent Company to subsidiaries.

  • Subsidiaries to Parent Company.

  • Subsidiaries to subsidiaries.

  • Note 3: For computing the ratio of trade amount to the total consolidated operating revenue or total assets, if it is for asset and liability account, the computation is based on the ratio of ending balance to total consolidated assets; however, if it is for income and expense account, the computation is based on the ratio of interim cumulative amount to total consolidated operating revenue.

307

Gold Circuit Electronics Ltd. and its subsidiaries

Information of Major Shareholders

December 31, 2022

Attachment 13

Name of major shareholder Shares Shares
Number of shares held
(share)

Shareholding ratio
Chang-Chi Yang
First Fiduciary Nomura Investment Account for
2021 of New Labor Pension Fund
Jui-Ching Li
96,622,217

33,953,365
27,651,870
19.64%
6.90%
5.62%

VI. Financial Difficulties Encountered by the Company and Its Affiliates over Past Year up to the Date the Annual Report Was Printed

308

SEVEN. Discussion and Analysis of Financial Standing and Financial Performance and Risks

I. Financial Standing Comparative Analysis

Year
Item
2021 2022 Difference Difference
Amount
Current assets 18,162,077
22,726,472

4,564,395

25.13%
non-current assets 6,818,208
7,314,126

495,918

7.27%
Total assets 24,980,285
30,040,598

5,060,313

20.26%
Current liabilities 10,274,232
11,856,726

1,582,494

15.40%
Non-current liabilities 3,303,939
3,859,854

555,915

16.83%
Total liabilities 13,578,171
15,716,580

2,138,409

15.75%
Capital stock 5,464,879
4,918,391

-546,488

-10.00%
Additional paid-in capital 1,206,574
1,219,167

12,593

1.04%
Retained earnings 4,571,187
8,002,438

3,431,251

75.06%
Total shareholders’
equities
11,402,114
14,324,018

2,921,904

25.63%
Information on the analysis of changes (increase/decrease):
Current assets and total assets: Due to the fact that sales in the fourth quarter showed year-
on-year increases, inventories, accounts receivable, and cash for finished goods and
work-in-process products, among others, climbed relatively, too.
Retained earnings and total shareholders’ equities: Thanks to the demand on the market for
servers and Internet equipment, the number of purchase orders received by Gold Circuit
in 2022 rose and both the revenue and profits hit record highs. As a result, retained
earnings and total shareholders’ equities increased,too.

309

II. Discussion and Analysis of Financial Performance and Risks

  • (1) Financial Performance Discussion

Unit: NTD thousand

Year
Item

2021
2022 Increased
(Decreased)
amount
Increase
(Decrease)
ratio %
Net operating income
Operating cost
Gross profit
Operating expenses
Net operating profit
Non-operating income and
expenditure
Pre-tax net profit of the
continuing operating
department
Continuing operation net
profit for the year
Other comprehensive
income
Total comprehensive
income of theyear
26,607,474
20,236,434
6,371,040
2,245,700
4,122,521
(74,003)
4,048,518
2,926,854
20,771
2,947,625

32,785,064

24,056,976

8,728,088

2,705,292

6,036,712

351,621

6,388,333

4,567,875

84,475

4,652,350

6,177,590

3,820,542

2,357,048

459,592

1,914,191

425,624

2,339,815

1,641,021

63,704

1,704,725

23.22%

18.88%

37.00%

20.47%

46.43%

575.14%

57.79%

56.07%

306.70%

57.83%
Analysis of changes (increase/decrease).
Operating income, operating gross profit, operating net profit, net profit before (after)
tax: The pandemic contributed to increases in the purchase orders for servers,
Internet and notebook computer and 5G infrastructures. The profits hit a record high.
Non-operating income and expenditure: Net foreign currency exchange gains and
bank interest increased from last year.
Other comprehensive income: The difference is the result of the difference between
converted amounts from financial statements of overseas operating entities and the defined
benefit plan re-measurement amount.
The difference in the total comprehensive income of the year was mainly the result of
increased netprofit for the currentyear.

310

(II) Analysis of Changes in Operating Gross Profit:

It was 26.62% this year and 23.94% last year, with a change ratio of 11.19%; the change did not reach 20%.

(III) Expected Sales (Consolidated)

Year Unit 2022 2023
Quantity SQFT 22,127,064 23,012,147

III. Cash Flow Analysis

(I) Analysis of Changes in Cash Flows Over the Past Two Years (Consolidated)

Year
Item

December 31, 2021
December 31, 2022
Ratio of
Increase
(decrease)
Change %
Cash flow ratio 23.26% 37.48% 61%
Net cash flow
adequacyratio
118.45% 126.82% 7%
Cash re-investment
ratio
5.24% 9.60% 83%
Information on the analysis of changes in the increase/decrease ratio:
Cash flow ratio and cash reinvestment ratio: The significant increase in cash
flows this year is the result of the increase in the net profit before tax this
year compared to lastyear.

(II) Analysis of Cash Liquidity in the Coming Year (Consolidated)

Unit: NTD thousand

Balance of
cash
-beginning
of year
Expected net
cash flows
from
operating
activities
Expected
cash out-
flows
Amount of
expected
cash surplus
(shortage)

Remedies for the amount
of expected
surplus(shortage)
Remedies for the amount
of expected
surplus(shortage)
Investment
plan
Financing
plan
5,973,977
3,988,058
3,850,122 6,111,913 -1,072,678

The data given above are financial budget yet to be reviewed and approved by the CPA.

311

IV. Impacts of Major Capital Expenditure on Finance over Past Year

Unit: NTD thousand

Unit: NTD thousand Unit: NTD thousand
Plan
Item
Actual or
expected
Sources of funds

Actual or expected
date of completion
(As of 2021)
Total funds
needed
How funds are actually
utilized
2021 2022
Production
equipment

Private funds,
bank loans
Completed 846,947 846,947
Production
equipment

Private funds,
bank loans
Completed 1,362,645 1,362,645

V. Main Reasons for Profits or Losses of Latest Reinvestment Policy, Improvement Plan, and Investment Plan for the Coming Year

Item Investment
amounts
(NTD
thousand)
Investment
policy
Main reasons for
profits or losses
Improvement
plan
Other
investment
plans in the
future
King
Hsiang
Investment
Co., Ltd

199,994

General
investment
business
For the current term,
investment losses
of NT$7,763
thousand are
recognized; they
are mainly income
tax estimation
losses.

-
-
Goldex
Holding
Limited
6,271,398 Investment
in
subsidiaries
in Mainland
China
For the current term,
NT$ 3,377,929 was
recognized under
gains from
investments mainly
because of the
profits made with all
three plants in
Mainland China.


-
-

VI. Matters to Be Analyzed and Evaluated as Part of Risk Management

  • (I). Impacts of changes in the interest rate, exchange rate, and inflation over the past year and countermeasures in the future:

The major risks incurred by the operating activities of the Company include the risk of changes in the foreign exchange and the risk of changes in the interest rate.

312

Exchange Rate Risk

Several subsidiaries of the Company engaged in foreign currency-denominated sales and purchases, which exposed the Consolidated Company the risk of foreign exchange rate changes therefor. About 97.59% of the Consolidated Company’s sales were not denominated in the functional currency adopted by the group entity engaged in the relevant transaction. About 37.07% of the costs of goods sold were not denominated in the functional currency adopted by the group entity engaged in the relevant transaction. Insofar as it is permitted by policies, the Consolidated Company utilized forward foreign exchange contracts to help manage the risk.

For the book value of the Consolidated Company’s non-functional currencydenominated monetary assets and liabilities (including the non-functional currencydenominated monetary items already written off in the consolidated financial statements), please see Note XXX.

Interest Rate Risk

The interest rate risk arose as a result of the loans bearing interest accruing at fixed interest rate and floating interest rate borrowed by the Consolidated Company. The Consolidated Company manages the interest rate risk by maintaining a suitable combination of fixed and floating interest rates.

Operation-related Credit Risk

The outstanding accounts receivable of the Company mainly come from customer bases around the world and no collaterals or credit guarantee is provided for most accounts receivable. Despite the related procedures defined by the Company to help supervise, manage, and reduce the credit risk of accounts receivable, there is no guarantee that such procedures can fully prevent against losses caused by credit risk. With economic conditions getting worse, such credit risk will increase. As of December 31, 2022 and 2021, the ratios of the balance of accounts receivable from Top 10 customers to the balance of accounts receivable of the Company had been 74% and 72% while the credit risk of the other accounts receivable was relatively insignificant.

(II). Policies on engaging in high-risk and high-leverage investments, lending of funds to others, endorsement and guarantee, and transactions of derivatives over the past year, main profit or loss factors, and countermeasures in the future:

The Company did not take part in high-risk or high-leverage investments in 2022. Funds lent externally were meant for second-tier subsidiaries fully owned by the Company, Suzhou Gold Circuit Electronics and Changshu Suzhou Gold Circuit Technology and totaled NT$0. Financing endorsements and guarantees were meant for subsidiaries fully owned by the Company, Gold Circuit International Limited, Goldex

313

Holding Limited, Gold Circuit Enterprise, Suzhou Gold Circuit Electronics, Changshu Gold Circuit Electronics, and Changshu Gold Circuit Technology and totaled NT$2,589,690 thousand. The Company’s Operating Procedure for Lending of Funds and Endorsement/Guarantee was followed. In addition, trading of derivative financial instruments that the Company is engaged in was meant exclusively for avoiding risks incurred as a result of changing exchange rates instead of being purely transactional or opportunistic operations.

(III). Future R&D plans and R&D expenses expected to be devoted:

NTD thousand

1 Cross slotted hole vertical conduction technology
development
20,000
2 High-order HDI deep blind hole technology and
equipment development
120,000
3 High-densitywafer test board technologydevelopment 35,000
4 Minimal mechanical drill diameter 0.15 mm high aspect
ratio 30 technologydevelopment
20,000
5 Next generation server material application and
technologydevelopment
25,000
6 Multiple net via technologydevelopment 10,000
7 Metal conductive highly heterogeneous combination
thermocompression bondingtechnologydevelopment
35,000
8 800G Netcom board technology development and
electrical research
15,000
9 Second generation compression pre-processing solution
applied into high frequencycircuit board
30,000
10 Low-track satellite and surface receiver Air Gap
technologydevelopment
10,000
11 Low-track satellite antenna board development 25,000
Total Amount 345,000

(IV). Impacts of important domestic and international political and regulatory changes in the most recent year on the Company's financial performance and the countermeasures: None

(V). Effects of technological changes (including information and communication security risk) on the financial standing of the Company and countermeasures: To cope with technological changes, the Company keeps track of changes on the market at all times. The Company obtains industrial information and messages by taking part in

314

exhibitions, web, industrial, and trade conferences and related meetings held by industrial associations and expands business and precisely keeps track of industrial dynamics to bring about better performance in the future by improving its R&D technologies and outstanding competitive advantages. Respective information security management requirements of the Company have to be based on applicable governmental laws and regulations (such as the Criminal Code, the Patent Act, the Trademark Act, the Copyright Act, the Personal Data Protection Act, and the Trade Secrets Act). The Information Security Promotion Organization is responsible for setting up and implementing the Information Security System. Information security educational training is provided periodically to communicate information security policies and related implementation requirements.

  • (VI). Impacts of changes in the corporate image on the management of corporate risks and the countermeasures: The Company is known for its optimal corporate image and has been proactively expanding its business scale; there have been no reports of an undesirable corporate image.

  • (VII). Expected benefits and possible risks of mergers and acquisitions and the countermeasures: The Company had not had any M&A from the beginning of 2022 to when the Annual Report was printed.

  • (VIII.). Expected benefits and possible risks of expansion of workshops and the countermeasures: The Company expanded its workshops and purchased additional machinery and equipment to enhance the throughput from the beginning of 2022 to the date when the Annual Report was printed and the benefits have been fairly meeting expectations.

  • (IX). Risks associated with focused purchases or sales and the countermeasures: The Company tries to purchase raw materials and supplies from different suppliers whenever possible in order to ensure that the supply of and production with raw materials and supplies are free of concerns and to reduce the risk associated with focused purchases. We are also continuing to find other purchase means in order to reduce the risk of focused purchases.

  • (X). Impacts and risks of transfer or exchange of stock options in large quantities by directors, supervisors or heavyweight shareholders holding more than 10% of all shares on the Company and countermeasures: The shareholding status among the directors and supervisors of the Company is steady and focused. There has not been any major change in and pledge of shares held since initial public offering in 1998 to date. The Company’s operations are simple and focused on what it is good at. There has not been any significant transfer of equities.

  • (XI). Impacts and risks of the change in the management on the Company, risks, and response

315

measures: The shareholding status among the directors and supervisors of the Company is steady and focused. Major shareholders work with one another happily; change in management is not a risk.

  • (XII). Litigation or non-litigation incidents. Major lawsuits and non-lawsuits or administrative disputes with a finalized verdict or ongoing proceedings that involve the Company, the Company's directors, supervisors, general managers, actual person in charge, and shareholders holding more than 10% of all shares, and the associated companies shall be listed. If the results are likely to have significant impacts on shareholders' equity or prices of securities, the facts, target value, and start date of the lawsuit, main clients involved, and handling status as of the date of the Annual Report was printed shall be disclosed: The Company was not involved in major lawsuits and non-lawsuits from the beginning of 2022 to the date when the Annual Report was printed.

  • (XIII). Possible Information security risks and the countermeasures:

  • The Company’s information security polity is that everyone needs to abide by information security protection to keep it safe, thorough, and classified. Besides external network attacks, insufficient internal awareness of information security and various information threats such as malware, viruses, and spyware can all result in abnormal or disconnected operation of the information core system or theft and malignant destruction of data. All of these are risk factors jeopardizing normal operations of the Company. Therefore, to ensure information security, besides defining that the information security policy shall be the highest guiding principle based on which applicable information security management organizations framework, regulations, and operating procedures shall be established. The leader of the management shall call for information security meetings periodically each year to discuss existing information security action taken by the Company and to prepare improvement solutions. Information on possible risks facing the Company in its operation and the countermeasures are provided below.

  • I. Reinforced employee awareness about information security

    • Since the data, information, and systems processed by employees directly concern the Company’s operation, any carelessness can be subject to downloading or infection of malware to undermine the internal information security of the Company. Therefore, besides reinforcing respective hosts and protection, the Company releases internal information security announcements and holds various information security rehearsals from time to time reflective of the current higherrisk information security attacks and safety protection in order to reinforce employee awareness of information security.
  • II. Threats by viruses and malware

316

Computer viruses can come from websites visited, emails containing malware, or mobile storage devices, downloading of malware, etc. In light of this, the Company builds multi-level protection and testing. All internal computers are installed with anti-virus systems and mobile storage devices are monitored. In additional central control is available for monitoring and protective purposes in order to reduce risks of infections with and attacks by malware.

  • III. Cyber attack

  • Internet hackers impact corporate operations the most directly. Therefore, besides imposing necessary preventive measures, such as separating important network segments and access control, firewalls, and intrusion detection, among others. Important hosts also go through vulnerability and penetration testing periodically/from time to time. Meanwhile, information security vulnerability reporting and repairing are inspected periodically in order to reduce loopholes and chances of being attacks to a minimum.

  • IV. Operational disruption

  • For important operations and data, the Company has important hosts located in different machine rooms and local/remote backup takes place on a daily basis and recovery drills are held periodically. In case of damage to material operating systems or database or operational disruption, operation may be restored through a different location within the specified timeframe.

From the beginning of 2022 to the date when the Annual Report was printed, except for persistent malicious mail attacks that were noted and were counteracted and managed adequately in time (such as by analyzing the source of the malicious mail, blocking it at the firewall, virus testing and scanning, and system re-installation), no material information security events that would affect the Company’s operations occurred throughout the year.

  • (XIV). Other important risks and countermeasures: The Company had no risk matters from the beginning of 2022 to when the Annual Report was printed.

VII. Other Important Matters:

None

317

Eight. Special Records

  • I. Information of affiliated enterprises:

  • (I) Organization chart of affiliated enterprises

    • Gold Circuit Electronics Ltd.

==> picture [426 x 272] intentionally omitted <==

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

99.997% 100.00%
King Hsiang Goldex
Investment Holding
Co., Ltd. Limited
100.00% 100.00%
Gold Circuit Gold Circuit
International Enterprise
Limited Limited
100.00% 100.00% 100.00%
Suzhou Gold Changshu Changshu
Circuit Gold Circuit Gold Circuit
Electronics Electronics Technology
Ltd. Ltd. Co.,
Ltd.
----- End of picture text -----

  • (II) Basic information of each affiliated enterprise (compilation base date December 31, 2022)
Company
Name
Date of
establishment
Address Paid-in
capital
Main business or
production items
Controlling
company
Gold Circuit
Electronics
Ltd.
September 5,
1981
No. 113, Xiyuan Road,
Zhongli City
4,918,391
thousand
Manufacturing,
processing and
trading of printed
circuit boards
Subsidiaries King Hsiang
Investment
Co., Ltd.
July 24, 1998 No. 149--1, Zhongzheng
Road, Tamsui District,
New Taipei City
NT$200,000
thousand
General
investment
business
Gold Circuit
International
Limited
December 8,
1999
3rdFloor, J&C Building
W PO Box 362, Road
Town, Tortola, British
Virgin Islands VG1110
US$98,000
thousand
General
investment
business
Goldex
Holding
Limited
June 10, 2005 Portcullis Chambers,
P.O.Box 1225, Apia,
Samoa
US$191,910
thousand
General
investment
business
Gold Circuit
Enterprise
Limited
December 31,
2006
Portcullis Chambers,
P.O.Box 1225, Apia,
Samoa
US$93,010
thousand
General
investment
business

318

Company
Name
Date of
establishment
Address Paid-in
capital
Main business or
production items
Suzhou Gold
Circuit
Electronics
Ltd.
August 8,
2000
No. 238, Jinfeng Road,
Suzhou New District
US$98,000
thousand
Manufacturing,
processing and
trading of printed
circuit boards
Changshu
Gold Circuit
Electronics
Ltd.
March 15,
2006
No. 9, Jiulong Road,
Southeast Economic
Development Zone,
Changshu, Jiangsu
Province
US$30,010
thousand
Manufacturing,
processing and
trading of printed
circuit boards
Changshu
Gold Circuit
Technology
Co., Ltd.
May 15, 2010 No. 816, southeast
Avenue, Changshu hi
tech Industrial
Development Zone,
Jiangsu Province
US$48,000
thousand
Manufacturing,
processing and
trading of printed
circuit boards
  • (III.) Information of the same shareholders of companies presumed to have control or affiliation relationship with the Company: None.

  • (IV.) Industries covered by the businesses of all affiliated enterprises: manufacturing, investment, and trading.

319

(V.) Information of directors, supervisors and presidents of all affiliated companies:

Unit: share; % April 16, 2023

Company name Job title Name or
representative
Number of
shares
Shareholding
ratio
Gold Circuit Electronics
Ltd.
Chairman Chen-Tse Yang 17,653,216 3.59%
Director Chang-Chih Yang 96,622,217 19.65%
Director Lien-Mei Lin 154,304 0.03%
Director King Hsiang
Investment Co.
Representative:
Jung-Tung Tsai
5,151,375 1.05%
Director Chang-Ching Yang 2,652,400 0.54%
Director Chen-Jung Yang 6,442,150 1.31%
Independent
Director
Jen-Jou Hsieh 0 0.00%
Independent
Director
Wen-Shih Chiang 4,288 0.00%
Independent
Director
Tzu-Ying Lin 0 0%
King Hsiang Investment
Co., Ltd.
Chairman Chen-Tse Yang 100 0.0005%
Director Chang-Chih Yang 100 0.0005%
Director Chen-Jung Yang 100 0.0005%
Supervisor Jui-Ching Li 100 0.0005%
Gold Circuit
International Limited
Chairman Chen-Tse Yang 98,000,000 100%
Goldex Holding Limited Chairman Chen-Tse Yang 191,910,000 100%
Gold Circuit Enterprise
Limited
Chairman Chen-Tse Yang 93,010,000 100%
Suzhou Gold Circuit
Electronics Ltd.
Chairman Chen-Tse Yang Note 100%
Director Chang-Chih Yang
Director Chen-Jung Yang
Changshu Gold Circuit
Electronics Ltd.
Chairman Chen-Tse Yang Note 100%
Director Chang-Chih Yang
Director Chen-Jung Yang
Changshu Gold Circuit
Technology Co., Ltd.
Chairman Chen-Tse Yang Note 100%
Director Chang-Chih Yang
Director Chen-Jung Yang

Note: It is a limited company with no shares

320

(VI) Overview of the operation of affiliated enterprises: (compilation basis date December

31,2022) 31,2022) Unit: thousand Taiwan Dollars Unit: thousand Taiwan Dollars Unit: thousand Taiwan Dollars Unit: thousand Taiwan Dollars
Company Name Capital Total assets Total
liabilities
Net worth Operating
income
Operating
profit
(loss)
Current
profit and
loss (after
tax)
Earnings per
share (after
tax)
Gold Circuit
Electronics
Ltd.
4,918,391 30,040,598 15,716,580 14,324,018 32,785,064 6,036,712 4,567,875 8.86
King Hsiang
Investment Co.,
Ltd.
200,000 48,922 7,012 41,910 16,753 22,686 1.13
Gold Circuit
International
Limited
3,239,310 5,551,046 172,381 5,378,665 0 2,592,764 2,592,764 26.35
Goldex Holding
Limited
6,271,398 8,355,623 273,377 8,082,246 0 3,465,490 3,465,490 18.03
Gold Circuit
Enterprise Limited
2,670,554 3,594,293 720,043 2,874,250 0 881,884 881,884 9.54
Suzhou Gold
Circuit Electronics
Ltd.
3,239,310 10,456,068 4,915,328 5,540,740 12,652,494 4,012,882 2,596,784 Note
Changshu Gold
Circuit Electronics
Ltd.
959,724 5,221,544 2,026,941 3,194,603 7,191,328 1,380,070 890,011 Note
Changshu Gold
Circuit Technology
Co., Ltd.
980,105 1,813,259 2,533,240 (719,981) 1,965,316 284,966 (6,521) Note

Note: It is a limited company with no shares

321

  • (I) Consolidated business report and consolidated financial statements of affiliated enterprises:

     - Companies that should be included in the compiled consolidated financial statements of affiliates for 2022 (from January 1 to December 31, 2022) in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” are identical to those that should be compiled in the consolidated statements of the parent company and its subsidiaries as per International Financial Reporting Standard 7 and all the information that should be disclosed in the consolidated financial statements of affiliates has been disclosed in the consolidated financial statements of the parent company and its subsidiaries. Therefore, the consolidated financial statements of affiliates is not prepared separately.
    
    • (II) Relationship report: Not applicable
  • II. Private placement securities handling situation in the most recent year and as of the printing of the annual report: Not applicable.

  • III. Status of holding or disposal of the Company’s shares by subsidiaries in the most recent year and as of the date of publication of the annual report:

Subsidiary holding or disposal of the Company's shares

Unit: NT$ thousand; share; %

Name of
subsidiary
(Note 1)
Paid-in
capital
Sources
of funds
The
Company's
shareholding
ratio
Date of
acquisition or
disposal
Number of
shares
acquired
and
amount
(Note 2)
Number of
shares
disposed of
and amount
(Note 2)
Investment
profit and
loss
Number of shares
and amount held as
of the end of the
year or the
publication date of
the prospectus
(note 3)
Pledge
setting
situation
Amount of
the
Company’s
endorsements
and
guarantees
for
subsidiaries

Amount of
the
Company's
loans to
subsidiaries
King Hsiang
Investment
Co., Ltd.
200,000 Private
capital
99.997% 2022 - - (7,763) 5,151,375 shares
41,910 thousand
None None. None.
This year as
of Q1 of
2023
- - 31 5,151,375 shares
59,971 thousand
None None. None.

Note 1: Please list separately by subsidiary.

  • 2: The amount refers to the amount of the actual acquisition or disposal.

  • 3: The circumstances of acquisition and disposal shall be listed separately.

  • 4: Also explain its impact on the Company's operating results and financial status.

IV. Other necessary supplementary explanations:

  • None.

  • V. Matters that have a significant impact on shareholders' equity or securities prices in the most recent year and as of the date of publication of the annual report:

  • None.

322

Gold Circuit Electronics Ltd.

Chairman Chen-Tse Yang