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GCE Annual Report 2023

Jun 3, 2024

52035_rns_2024-06-03_3c682153-d4d2-41dc-97e9-075c2941d347.pdf

Annual Report

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Stock Code: 2368

Gold Circuit Electronics 2023 Annual report

Publish Date: April 1, 2024

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

http://www.gce.com.tw

1

I. Company Spokesperson: Name: Chen-Jung Yang Title: Director of Legal Department Tel: (03)461-2541 #22588 E-mail: [email protected] Deputy Spokesperson: Name: Chang-Chin Yang Title: Vice President, Finance Department Tel: (03)461-2541 #22500 E-mail: [email protected]

  • II. Address and telephone number of the company and factory: Zhongli Factory Address: No. 113, Xiyuan RD., Jhongli Industrial Park, Jhongli District, Taoyuan City 320, Taiwan (R.O.C.) Tel: (03)461-2541

Suzhou Plant Address: No. 238, Jinfeng Road, New District, Suzhou City Tel: 86-512-66612238

Changshu Plant No. 1 Address: No. 9, Jiulong Rd., Changshu Southeast Economic Development Zone, Jiangsu Province Tel: 86-512-52355235

Changshu Plant No. 2 Address: No. 816, southeast Avenue, Changshu hi tech Industrial Development Zone, Jiangsu Province Tel: 86-512-52358899

  • III. Name and address of stock agency:

Name: CTBC Bank Co., Ltd., Agency Department Address: 5F, No. 83, Sec. 1, Chongqing S. Rd., Taipei City Tel: (02)6636-5566 Website: www.chinatrust.com

  • IV. CPAs of the Financial Report for the Last Year:

Name: Chao-Ling Chen and Chun-Yi Chang CPA firm: Deloitte Taiwan Address: 20F, No. 100, Songren Road, Xinyi District, Taipei City Tel: (02)2725-9988 Website:www.deloitte.com.tw

  • V. Name(s) of the exchange(s) where the securities of the Company are traded offshore, and the method(s) by which the information of the offshore securities is accessed: No overseas securities are issued.

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

2

Table of Contents

Table of Contents
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. Organization System ------------------------------------------------
--------------------------
10
II. Profile of Directors, Supervisors, and Main Managers -------
--------------------------
12
III. Status of Corporate Governance ---------------------------------
--------------------------
32
IV. Public Expenditure on CPAs ---------------------------------------
--------------------------
87
V. Information on Replacement of CPAs ---------------------------
--------------------------
88
IV. Prior Service at Firms or Their Affiliates ---------------------------------------------------- 88
VII. Change in Transfer and Pledge of Equity ------------------------------------------------- 88
VIII. Relationship Among Related Partners According to Financial Accounting Standard 6- 90
IX. Number of Shares Held by Directly or Indirectly Controlled Businesses in Same 91
Reinvested Business and Consolidated General Holding Ratio --------------------
FOUR Capital and Shares ------------------------------------------------------
--------------------------
92
I. Source of Capital Stock -----------------------------------------------
--------------------------
92
II. Shareholder Structure ------------------------------------------------
--------------------------
94
III. Decentralization of Equity ------------------------------------------
--------------------------
95
IV. List of Major Shareholders ------------------------------------------- -------------------------- 95
V. Price per Share, Net Worth, Earnings, Dividends, and Related Information over Past 96
Two Years --------------------------------------------------------------------------------------------
VI. Company’s Dividend Policy and Implementation -------------------------------------------- 96
VII. Impacts of Free Share Assignment Intended Through Current Shareholders’ Meeting 97
on Company's Operational Performance and Earnings per Share ----------
VIII. Remuneration for Employees and Directors/Supervisors ---------------------------------- 97
IX. Buyback of Company’s Shares ------------------------------------------------------------------ 99
X. Corporate Bonds ------------------------------------------------------------------------------------ 100
XI. Preferred Stock ------------------------------------------------------------------------------------- 101
XII. Global Depositary Receipt ---------------------------------------------------------------------- 101
XIII. Employee Share Subscription Warrants ------------------------------------------------------ 101
XIV. M&A or Acceptance of Transferred Shares of Another Company for Issuance of New 101
Shares ---------------------------------------------------------------------------------------------
XV. Implementation of Capital Utilization Plan --------------------------------------------------- 102
FIVE Operational Overview ------------------------------------------------- 103

3

I. Scope of Operation Contents ----------------------------------------------------------------- 103
II. Market and Production/Distribution Overview -------------------------------------------- 110
III. Employees --------------------------------------------------------------------------------------- 119
IV. Information on Environmental Protection Expenditure -------
--------------------------
120
V. Labor-management Relations ---------------------------------------------------------------- 120
VI. Cyber Security Management ---------------------------------------------------------------- 125
VII. Important Contracts --------------------------------------------------------------------------- 130
SIX Financial Overview -------------------------------------------------------------------------------- 131
I. Condensed Balance Sheet and Statement of Income of Past Five Years ---------- 131
II. Financial Analysis of Past Five Years -----------------------------
--------------------------
137
III. Supervisor’s Review Report of Financial Report of Last Year ------------------------ 143
IV. Financial Report of Last Year ----------------------------------------------------------------- 144
V. Consolidated Financial Report of Parent Company and Subsidiaries Audited and 242
Attested by CPAs of Last Year -------------------------------------------------------------
VI. Financial Difficulties Encountered by the Company and Its Affiliates over Past Year up 335
to the Date the Annual Report Was Printed -----------------------------------------
SEVEN Discussion and Analysis of Financial Standing and Operational Achievements and 336
Risk Management ------------------------------------------------------
I. Financial Standing -----------------------------------------------------
--------------------------
336
II. Operational Achievements -----------------------------------------
--------------------------
336
III. Cash Flow -------------------------------------------------------------
--------------------------
338
IV. Impacts of Major Capital Expenditure on Finance over Past Year ------------------ 338
V. Main Reasons for Profits or Losses of Latest Reinvestment Policy, Improvement Plan, 338
and Investment Plan for the Coming Year ---------------------------------------------
VI. Analysis and Assessment of Risk Matters --------------------
--------------------------
339
VII. Other Important Matters -------------------------------------------- -------------------------- 344
EIGHT Special Notes -------------------------------------------------------------
--------------------------
345
I. Information of Affiliates ------------------------------------------------ -------------------------- 345
II. Private Placement Securities over Past Year up to the Date the Annual Report was 349
Printed -------------------------------------------------------------------------------------------
III. Status of Holding or Disposal of the Company’s Shares by Subsidiaries over Past Year 350
up to the Date the Annual Report was Printed ----------------------------------
IV. Other Matters Requiring Supplementary Information ---------------------------------- 350
V. Matters with Significant Impacts on Shareholder Equity or Securities over Past Year up 350
to the Date This Annual Report was Printed --------------------------------------

4

ONE. Letter to Shareholders:

Business Status in 2023

Clarification:

As the pandemic eased off, economic activities of the countries have gradually returned to normal. During the pandemic, most of the electronics companies period a lot of stocks in response to the increase in work-from-home and distance learning business models. Adjustment of inventories was continued in the first half of 2023.

In Q1 of 2023, most of the financial experts were not optimistic about the growth of the electronics industry in 2023, and expected a significant decline in the year compared to 2022. It was not until March 2023 that OpenAI launched the new generation of ChatGPT, which instantly changed their perspectives on AI related industries. The outlook of the electronics industry and the launch of faster and more diversified GPUs by chip providers have made most experts optimistic about the future of AI products. The Company’s main products are servers and network communication boards. As AI products are promising, the Company’s orders have grown rapidly in the second half of the year.

The 2023 business results and the outlook in 2024 are as follows:

I. Business results in 2023:

  • (I) Business overview:

The total sales value of the 2023 revenue in Taiwan was NT$29,428,588 thousand, a decrease of NT$2,129,803 thousand or 6.75% compared to 2022. The sales volume was 16,388,950 square feet, a decrease of4,882,657 square feet or 22.95% from the same period in 2022.

The total sales value of the 2023 consolidated revenue in Taiwan was NT$30,043,950 thousand, a decrease of NT$2,741,114 thousand or 8.36% compared to 2022.

  • (II) Profit and loss (Taiwan):

Gross profit: Decrease by 8.19% or NT$256,775 thousand in 2023 compared to 2022

Net profit before tax: Decrease by 17.20% or NT$898,869 thousand in 2023 compared to 2022

Item 2022 2023 Increase/decrease Rate of change(%)
Operatingincome 31,558,391
29,428,588

(2,129,803)
(6.75%)
Operatingcost 28,424,315 26,551,287
(1,873,028)
Grossprofit 3,134,076
2,877,301

(256,775)
(8.19%)

1

Operatingexpenses 1,453,610
1,402,859

(50,751)
Othergains and losses 17,934
36,852

18,918
Net operating profit 1,698,400
1,511,294

(187,106)
(11.02%)
Netprofit(loss)before tax 5,224,759
4,325,890

(898,869)
(17.20%)
Current netprofit(loss) 4,567,875
3,528,592

(1,039,283)
(22.75%)

(III) Profit and loss (consolidated):

Gross profit: Decrease by 11.51% or NT$1,004,292 thousand in 2023 compared to 2022

Net profit before tax: Decrease by 18.32% or NT$1,170,426 thousand in 2023 compared to 2022

Item 2022 2023 Increase/decrease Rate of change(%)
Operatingincome 32,785,064 30,043,950
(2,741,114)
(8.36%)
Operatingcost 24,056,976 22,320,154
(1,736,822)
Grossprofit 8,728,088 7,723,796
(1,004,292)
(11.51%)
Operatingexpenses 2,705,292 2,624,581
(80,711)
Othergains and losses 13,916 36,852
22,936
Net operating profit 6,036,712 5,136,067
(900,645)
(14.92%)
Netprofit(loss)before tax
6,388,333
5,217,907
(1,170,426)
(18.32%)
Current netprofit(loss) 4,567,875 3,528,592
(1,039,283)
(22.75%)
  • (IV) 2023 budget execution: Forecast not compiled

  • (V) Analysis of financial income/expenditure and profitability:

Item 2022 2023
Net operating profit(loss) 6,036,712
5,136,067
Net income after tax 4,567,875
3,528,592
Average total assets 27,510,442
31,570,921
Average total shareholders’ equity 12,863,066
15,577,572
Comparison ofprofitability:
1. Return on assets(%) 16.87%
11.48%
2. Return on equity (%) 35.51%
22.65%
3. Profit margin(%) 13.90%
11.74%
4. Net earnings(loss) per share 8.86 元 7.25 元

II. Business plan for 2024

With the demand for AI products, the technology and speed of servers and network communication boards have become more demanding. The Company’s

2

output and equipment can no longer meet the needs of the customers since the second half of 2023. Hence, the Zhongli factory began to expand the scale and upgrade the equipment at the same time. It is expected that new production capacity will come out in June 2024 and the revenue of the Company may have the opportunity to reach a new high.

In addition, in order to meet the needs of the customers, the Company began to plan the construction of a factory in Thailand in 2023 and has successfully purchased the land lot and awarded civil engineering contracts as planned. The mass production is expected in the first half of 2025.

Chairman Chen-Tse Yang Manager Chen-Tse Yang

Accounting Supervisor: Chang-Chin Yang

3

Two. Company Profile

I. Company Profile

  • (I) Date of Establishment: September 5, 1981

  • (II) Company History:

1981 The Company was established in September with a capital of NT$10
million. The Plant is located in Taoyuan City, with an area of 837.6
square meters. The Company is a limited company and mainly
produces printed circuit boards.
1982 Obtained American UL certification in June.
1984 The capital was increased to NT$30 million, and the Company's
form was changed to a joint stock limited company.
1986 Completed the research and development of multilayer boards.
1987 The capital is increased to NT$60 million for the purchase of 503.7
pings of land for offices, dormitories and factories.
1988 The capital was increased to NT$90 million for the purchase of
231.4 square meters of land for offices, dormitories and factories.
Purchased precision equipment of AOI and CAM.
The production capacity was increased to 100,000 square feet per
month.
1989 The capital was increased to NT$160 million and completed the first
phase of expansion of the Taoyuan Plant.
Started production of six-layer boards.
1990 The capital was increased to NT$198 million for purchasing 310.7
pings of land for parking lots.
The second phase of the expansion of Taoyuan Plant was completed.
Started production of eight-layer boards.
1991 The capital was increased to NT$243.8 million, and the SEC
approved the public offering.
The production capacity reached 120,000 square feet per month.
1992 CommonWealth Magazine ranked the Company No. 816 among the
top 1,000 manufacturing companies.
1993 The capital was increased to NT$300 million, with a production
capacity of 150,000 square feet 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 the
top 1,000 manufacturing companies.
1994 Completed the whole-plant automation planning for the Bureau of
Industry.
The production capacity reached 180,000 square feet per month, and
the business turnover in August exceeded NT$100 million for the
first time.
Acquired 152.5 square meters for the second plant and 42.7 square
meters for the motorcycle parking area.

4

CommonWealth Magazine ranked the Company No. 628 among the
top 1,000 manufacturing companies.
1995 The production capacity reached 300,000 square feet per month, and
the business turnover in September exceeded 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 square meters of land next to the second plant for
parking lots and dormitories for foreign workers.
CommonWealth Magazine ranked the Company No. 383 among the
top 1,000 manufacturing companies.
1996 The capital was increased to NT$600 million. The business turnover
in September exceeded NT$300 million for the first time.
Purchased 8121.8 square meters of land in Jhongli Industrial Zone,
and planned to expand production capacity of the whole plant.
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 the
top 1,000 manufacturing companies, and No. 13 in business
performance among the top 1,000 manufacturing companies.
1997 Production capacity reached 450,000 square feet per month in
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 the
top 1,000 manufacturing companies.
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 the
top 1,000 manufacturing companies.
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.
In November, the business turnover exceeded NT$700,000,000 for
the first time.
CommonWealth Magazine ranked the Company No. 178 among the
top 1,000 manufacturing companies.
2000 Started the production and sales of 20-layer boards in March.
The capital was increased to NT$3,247,660,000 in August.

5

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 the top 1,000 manufacturing companies. 2001 In March, President Mao-Hsiung Li retired and Ching-Pei Lin was promoted to Senior Vice President. Obtained TL 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$4,104,135,000 in October. 2003 In May, Mr. Chen-Nan Chen was appointed as the president of 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 imported the ORACLE ERP system in September. 2004 Issued NT$600 million of convertible corporate bonds in 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 the top 1,000 manufacturing companies. 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. CommonWealth Magazine ranked the Company No. 193 among the top 1,000 manufacturing companies. 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 the top 1,000 manufacturing companies.

2007 The production capacity of the Taiwan Plant was expanded to

6

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 the
top 1,000 manufacturing companies.
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 the
top 1,000 manufacturing companies.
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 the
top 1,000 manufacturing companies.
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 the
top 1,000 manufacturing companies.
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.
In November, cancelled 4,263 thousand treasury shares and reduced
the corresponding capital; the capital after the reduction was
NT$5,649,128,410.
CommonWealth Magazine ranked the Company No. 210 among the
top 1,000 manufacturing companies.
2012 In February, Hongjie Circuit (Changshu) Co., Ltd. changed its name
to Changshu Gold Circuit Electronics Ltd.
On April 19, a fire broke out in the electroplating line of 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 the
top 1,000 manufacturing companies.

2013 On January 1, Mr. Ching-Pei Lin became the CEO of the Company. 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. 2014 The consolidated revenue for the year exceeded NT$20 billion for the first time. CommonWealth Magazine ranked the Company No. 177 among the top 2,000 manufacturing companies.

7

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.
2015 The three plants in mainland China undertook the automotive panel
business.
The copper plate embedded product was successfully developed.
CommonWealth Magazine ranked the Company No. 174 among the
top 2,000 manufacturing companies.
2016 In August, canceled 12,666 thousand treasury shares and reduced the
corresponding capital; the capital after the reduction was
NT$5,522,468,410.
CommonWealth Magazine ranked the Company No. 172 among the
top 2,000 manufacturing companies.
2017 The Audit Committee and Remuneration Committee were
established in June.
In November, Chairman Chang-Chi Yang and Deputy 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 the
top 2,000 manufacturing companies.
2018 On January 2, Mr. Sheng-Lang Huang became the CEO of the
Company.
In May, Mr. Sheng-Lang Huang resigned as CEO of the 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 after the reduction was
NT$5,464,878,410.
CommonWealth Magazine ranked the Company No. 173 among the
top 2,000 manufacturing companies.
2019 Consolidated revenue in December again exceeded NT$2 billion
since 2014.
CommonWealth Magazine ranked the Company No. 177 among the
top 2,000 manufacturing companies.
2020 Consolidated revenue in April hit a monthly record of NT$2.23
billion.
CommonWealth Magazine ranked the Company No. 146 among the
top 2,000 manufacturing companies.
2021 The consolidated revenue in November exceeded NT$2.5 billion for
the first time.
The annual consolidated operating revenue reached a record high of
NT$26.6 billion.
CommonWealth Magazine ranked the Company No. 159 among the
top 2,000 manufacturing companies.
2022 The consolidated revenue in May exceeded NT$3.0 billion for the
first time.
Capital reduction by 54,648,784 shares in cash was conducted in
July; the capital after the reduction was NT$4,918,390,570.
The annual consolidated operating revenue reached a record high of
NT$32.8 billion.

8

CommonWealth Magazine ranked the Company No. 130 among the
top 2,000 manufacturing companies.
2023 Issued NT$4 billion of convertible corporate bonds in December.
Started to construct the factory in Thailand in December.
2024 The consolidated revenue in January reached a record high of
NT$3.4 billion in a single month.

9

Three. Corporate Governance Report

  • I. Organization system

  • (I) Organizational structure

==> picture [445 x 274] intentionally omitted <==

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

Shareholders’ Meeting
Committee/Audit Compensation Board of Directors
Committee
Audit Office
Chairman Chairman’s Office
Sustainable Development
Committee
CEO
President Factory President Factory President Factory Administration General Safety Management Project
Audit
Center
1 2
Thailand Plant Taiwan Plant Suzhou Plant Changshu Plant No Changshu Plant No Process Engineering Division Research and Development Division Design Engineering Center Quality Center Customer Service Center Equipment Engineering Center Industrial Engineering Center Information Technology Center Human Resources Center Administration Center Procurement Center Marketing & Sales Center President Marketing & Sales Center Finance Center Ethics Department
----- End of picture text -----

(II) Functions of each main department:

Name of Main
Main functions
department responsibilities
Shareholders’
Meeting
■ The highest decision-making body of the Company.
■ Exercise powers in accordance with the Company Act and other relevant laws and
regulations.
Audit
Committee
■ Review the Company’s accounting system, financial position, financial reporting
procedures, and operating procedures for major financial business activities
■ Review whether the Company’s financial report prepared is true, complete, and
transparent
■ Examine whether the acquisition or disposal of assets, engaging in derivatives trading,
loans to others, endorsement/guarantees provided to others, and mergers, demergers,
and acquisitions or transfer of shares are in compliance with laws, administrative
orders, and the Company’s internal regulations
■ Other duties as per the Articles of Association, corporate governance principles, or
board resolutions
Remuneration
Committee
■ Formulate and regularly review the performance evaluation of directors, supervisors
and managers, and the policy, system, standards, and structure for their remuneration
■ Regularly evaluate and set the salary and remuneration of directors, supervisors, and
managers
Audit Office Ming-Yuan Wu,
DeputyDirector
■ Audit and evaluate the internal control system, and put forth analyses and suggestions
Taiwan Plant President ■ Responsible forprinted circuit board(PCB)manufacturingandquality, production

10

Name of Main
Main functions
department responsibilities
Chin-SungTsai line management, productionplan formulation,and equipment maintenance
Suzhou Plant President
Chin-SungTsai
■ Responsible for printed circuit board (PCB) manufacturing and quality, production
line management, productionplan formulation,and equipment maintenance
Changshu
Plant No. 1
De-Ming Yang,
President
■ Responsible for printed circuit board (PCB) manufacturing and quality, production
line management, productionplan formulation,and equipment maintenance
Changshu
Plant No. 2
De-Ming Yang,
President
■ Responsible for printed circuit board (PCB) manufacturing and quality, production
line management, productionplan formulation,and equipment maintenance
Thailand Plant
The plant is under
construction. The
managerial officer
has not been
assignedyet.
■ It is planned to take the responsibility for printed circuit board (PCB) manufacturing
and quality, production line management, production plan formulation, and equipment
maintenance
Quality Center
Senior Vice
President
Chung-Chih Lung
■ Execute quality control target plan, manage matters related to quality system
operation and quality management comprehensively, and responsible for customer
service
General
Administration
Office

Vice President
Sheng-Hsien Lin
■ Plan and implement human resource management systems
■ Integrate and plan information systems
■ Plan and supervise the Company’s various environmental protection and occupational
safetyissues,maintain agood work environment and employees’personal safety
Procurement
Center
Ta-Kun Yang, Vice
President
■ Provide high-quality, low-cost raw materials that meet the needs of the market and
purchase materials and supplies
Marketing &
Sales Center
President Hsi-Kuei
Huang
■ Manage the Company’s product marketing and customer development
comprehensively
Finance
Center
Vice President
Chang-Chin Yang
■ Responsible for financial operation and planning, fund management, and various
accountingand taxation services

11

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

(I) Directors and supervisors

Unit: share;% April 1,2024 Unit: share;% April 1,2024 Unit: share;% April 1,2024 Unit: share;% April 1,2024
Job title (Note
1)
Name Gender
Age
Nationality
or place of
registration
Date of
election
(accession)
Date
Term of
office
Date first
elected
Shareholding upon elected Current shareholding Current shareholdings by
spouse and minor child
Shareholding by nominee
arrangement
Main education (experience) Current positions held concurrently at the
Company
and other companies
Spouse or relative within the second
degree of kinship of other managers,
directors,or supervisors
Remarks
Number of
shares
Shareholding
ratio
Number of
shares
Shareholding
ratio
Number of
shares
Shareholding
ratio
Number of
shares
Shareholding
ratio
Job title Name Affiliation
Chairman and
President
Chen-Tse Yang Male
Aged
51–60
R.O.
C
07.20.2011 3 years May 6,
1996
19,234,685 3.52% 17,653,216 3.59% 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, Gold Circuit Electronics Ltd.
Chairman (current), Gold Circuit Electronics Ltd.
Chairman, Suzhou Gold Circuit Electronics
Ltd., Changshu Gold Circuit Electronics Ltd.,
and Changshu Gold Circuit Technology Co.,
Ltd.
Executive Director, Gold Circuit Electronics
(Thailand) Co., Ltd.
Chairman, King Hsiang Investment Co., Ltd.
Chairman, Jiahui InvestmentCo.,Ltd.
Director
Director
Chang-Chih
Yang
Chen-Jung
Yang
Father and
son
Brother and
sister
Note 3
Director and
shareholder
Male
Aged
71–80
R.O. 3 years September 107,258,01 Business Administration Department, Tamsui
Vocational School
Chairman (former), Gold Circuit Electronics Ltd.
Director, Suzhou Gold Circuit Electronics
Ltd., Changshu Gold Circuit Electronics Ltd.,
and Changshu Gold Circuit Technology Co.,
Chairman Chen-Tse
Yang
Father and
son
holding at
least 10% of
the shares
Chang-Chih Yang C. 07.20.2011
5, 1981
9 19.63% 96,622,217 19.65% 27,651,870 5.62% 11,012,760 2.24%
Ltd.
Director, King Hsiang Investment Co., Ltd.
Chairman, Jiahui InvestmentCo.,Ltd.
Director
Chen-Jung
Yang
Father and
daughter
None
Male
Aged
61–70
3 years Department of Mechanical Engineering, Tamkang Special Assistant to the Chairman, Suzhou

University
Gold Circuit Electronics Ltd.
Director and
R.O. January 6, Deputy Manager of Manufacturing, Design
Finance
Chang-Chin
Special
Assistant
Chang-Chin Yang C. 07.20.2011
1987
2,984,110 0.55% 2,652,400 0.54% Engineering, and Production Management;
Manager, Computer Department; Special Assistant
Vice
President

Yang
Brothers None

to the Chairman, Gold Circuit Electronics Ltd.
Director, GoldCircuit Electronics Ltd.
Female
Aged
51–60
3 years Department of Law, National Chung Hsing Director, Suzhou Gold Circuit Electronics

University
Ltd., Changshu Gold Circuit Electronics Ltd.,
Chang-Chih Father and
Director Chen-Jung Yang R.O. 07.20.2011 12.16.1997 7,157,945 1.31% 6,442,150 1.31% 180,783 0.04% Legal Manager, Gold Circuit Electronics Ltd. and Changshu Gold Circuit Technology Co., Director Yang daughter None
and Director C.
Spokesman Gold Circuit Electronics Ltd.

Ltd.
Chairman
Chen-Tse

Brother and
,
Director, Gold Circuit Electronics Ltd.

Director, King Hsiang Investment Co., Ltd.

Yang

sister
Chairman, Jiahui InvestmentCo.,Ltd.
King Hsiang
R.O. 3 years 06.25.2014 5,723,750 1.05% 5,151,375 1.05%
Investment Co.,
Ltd.
C. 07.20.2011 None None. None. None.
Director Male
Aged
71–80
3 years 06.12.2017 MBA, Indiana University, USA Representative of the institutional director of
Representative: R.O. 07.20.2011 President, Taishin Bank Chang Wah Technology Co., Ltd. None None. None. None.
Jung-Tung Tsai C. President Ta Chong Bank
Independent Director Ali Corporation
,
Director, GoldCircuit Electronics Ltd.
,
Female
Aged
71–80
R.O. 3 years June 11, Ming Chuan Commercial College
None
Director Lien-Mei Lin C. 07.20.2011 2018 171,449 0.03% 154,304 0.03% Business Department, Compeq Manufacturing
Co.,Ltd.
None. None. None. None.
Male
Aged
71–80
3 years Industrial Engineering Department, Chung Yuan None
Christian University

EMBA, Sun Yat-Sen University (Guangzhou)
Independent Jen-Jou Hsieh R.O. 07.20.2011 06.12.2017 212,018 0.04% President, Commodore International None. None. None. None.
Director C Chairman Shenzhen Huamao Electronics Co
. , .,
Ltd.
Independent Director, Gold Circuit Electronics
Ltd.
Male
Aged
81–90
3 years Department of Business Management, Tatung None
University

Financial Manager, Chi Wei Technology Co.,
Independent Wen-Shih Chiang R.O. 07.20.2011 06.12.2017 4,765 0.00% 4,288 0.00% Limited. None. None. None. None.
Director C Financial Manaer and Audit Manaer Gold
. g g,
Circuit Electronics Ltd. (retired in 2001)
Independent Director, Gold Circuit Electronics
Ltd.
Female
Aged
61–70
3 years Department of Law, National Chung Hsing Supervisor, Le Young Construction Co., Ltd.

University

and Yueyang Construction Co., Ltd.
Independent Tzu-Ying Lin R.O. 07.20.2011 06.12.2017 Judge of Taoyuan District Court None None. None. None.
Director C
Lawer of Tzu-Yin Lin Law Firm
. y g
Independent Director, Gold Circuit Electronics
Ltd.
Independent Shyr-Chyr Chen Male
Aged
R.O.
C.
06.14.2023
(Note 2)
3 years 06.14.2023 27,000 0.01% Department of Medicine, National Taiwan
University
Professor of School of Medicine, National
Taiwan University
None None. None. None.
Director

12

Job title (Note
1)
Name Gender
Age
Nationality
or place of
registration
Date of
election
(accession)
Date
Term of
office
Date first
elected
Shareholding upon elected Shareholding upon elected Current shareholding Current shareholding Current shareholdings by
spouse and minor child
Current shareholdings by
spouse and minor child
Shareholding by nominee
arrangement
Shareholding by nominee
arrangement
Main education (experience) Current positions held concurrently at the
Company
and other companies
Spouse or relative within the second
degree of kinship of other managers,
directors,or supervisors
Spouse or relative within the second
degree of kinship of other managers,
directors,or supervisors
Spouse or relative within the second
degree of kinship of other managers,
directors,or supervisors
Remarks
Number of
shares
Shareholding
ratio
Number of
shares
Shareholding
ratio
Number of
shares
Shareholding
ratio
Number of
shares
Shareholding
ratio
Job title Name Affiliation
61–70 EMBA, College of Management, National Taiwan
University
President, Taiwan Society of Emergency &
Critical Care Medicine
Superintendent and deputy superintendent,
National Taiwan University Hospital
Independent Director, Gold Circuit Electronics
Ltd.

Note 1: Names of institutional shareholders and their representatives shall be listed separately (if the representatives are institutional shareholders, the names of said institutional shareholders shall be indicated) in Table 1 below.

Note 2: Director Shyr-Chyr Chen was newly elected on June 14, 2023.

Note 3: The Company’s Chairman and the President or the persons with equivalent positions (the top-level managers) are the same person, spouse, or relatives within the first degree of kinship to each other, the reason, reasonableness, necessity, and countermeasures shall be specified (such as increasing the number of independent directors or more than half of the directors not serving as employees or managers concurrently).

In November 2017, Mr. Chen-Tse Yang took over as the Company’s CEO. He has served in the Company for nearly 30 years and has rotated between jobs in different departments. Although the Chairman and the CEO are the same person, he has the largest shareholding percentage and has the ability to communicate with the leaders of various departments. The directors believe that it is the best arrangement for the Company at present, and the Company makes profit every year. Since he assumed the position, the Company’s revenue and profit have hit a record high. Once the succession transition period is stabilized, the Company will select new top-level managers from the existing ones.

13

  • (II) If the director or supervisor is a representative of institutional shareholder, the name of the institutional shareholder and the names of the top ten shareholders of the institutional shareholder and their shareholding ratio shall be stated

Table 1: Major Shareholders of Institutional Shareholders

April 1, 2024

Table 1: Major Shareholders of Institutional Shareholders
April 1, 2024
Table 1: Major Shareholders of Institutional Shareholders
April 1, 2024
Name of institutional
shareholder(Note1)
Major shareholder of institutional shareholder (Note 2)
Investment in King
Hsiang Investment
Co.
GOLD CIRCUIT ELECTRONICS LTD. 99.997%
Chang-Chih Yang 0.0005%
Jui-Ching Li 0.0005%
Chen-TseYang 0.0005%
Chen-JungYang 0.0005%
Chang-WangYang 0.0005%
Tung-YangYang 0.0005%

Note 1: Where a director or supervisor is a representative of an institutional shareholder, the name of the institutional shareholder shall be entered.

  • Note 2: Name of the major shareholders of the institutional shareholder (shareholding ratios among the top ten) and their shareholding ratios. Where a major shareholder is a juridical person, Table 2 below shall be filled out.

  • Note 3: Where an institutional shareholder is not a company, the name of the shareholder and shareholding ratio that shall be disclosed as mentioned above is the name of the investor or donor and the ratio of capital contribution or donation.

Table 2: Information on Major Shareholders of the Major Shareholders in Table 1 Who are Juridical Persons

April 1, 2024

April 1, 2024 April 1, 2024
Name of institution
(Note1)
Name of the major shareholders of the juridical persons and their shareholding ratios (Note 2)
Gold Circuit
Electronics
Ltd.
Chang-Chih Yang
New Labor Pension Fund
Jui-Ching Li
Chen-Tse Yang
Fubon Life Insurance Co., Ltd.
Jiahui Investment Co., Ltd.
Labor Retirement Reserve Fund
Discretionary investment account of Cathay Life Insurance managed by JPMorgan Asset
Management
Public Service Pension Fund Management Board
19.65 %
5.84 %
5.62 %
3.59 %
2.93 %
2.24 %
2.03 %
1.85 %
1.75 %

14

1.63 %

Investment account of Norges Bank under custody of Chase Bank

Note 1: Where the major shareholders in Table 1 above are juridical persons, the name of the juridical persons shall be entered.

Note 2: Name of the major shareholders of the juridical persons (shareholding ratios among the top ten) and their shareholding ratios.

Name of institutional
shareholder(Note 1)
Major shareholder of institutional shareholder
(Note 2)
Major shareholder of institutional shareholder
(Note 2)
Jiahui Investment
Ltd.
Chang-Chih Yang 90.0%
Jui-ChingLi 5.0%
Chen-Tse Yang 2.5%
Chen-JungYang 2.5%

Note 3: Where an institutional shareholder is not a company, the name of the shareholder and shareholding ratio that shall be disclosed as mentioned above is the name of the investor or donor and the ratio of capital contribution or donation.

(III) Disclosure of information on the professional qualifications of directors and supervisors and the independence of independent directors

Number of other
Criteria
public companies at
which serving as an
Professional qualifications and experience Status of independence
independent
director
Name/Identity (Note 2)
concurrently
Chen-Tse
Yang
Chairman and
President
⚫ Possessed business/marketing capability and related work experience in the
industry.
⚫ MBA, Pace University, New York, USA.
⚫ Business Specialist, Deputy Manager, Manager, Director, Assistant Vice
President, and Senior Vice President of the Company.
⚫ Not in line with any of the conditions stated in Article 30 of the Company
Act.
- None
Chang-Chih
Yang
Director ⚫ Possessed business/marketing capability and related work experience in the
industry.
⚫ Graduated from Business Administration Department, Tamsui Vocational
School
⚫ Chairman (former), Gold Circuit Electronics Ltd.
⚫ Not in line with any of the conditions stated in Article 30 of the Company
Act.
- None

15

Number of other
Criteria
public companies at
which serving as an
Professional qualifications and experience Status of independence
independent
director
Name/Identity (Note 2)
concurrently
Chang-Chin
Yang
Director ⚫ Possessed work experience in the commerce and industry
⚫ Graduated from Department of Mechanical Engineering, Tamkang
University
⚫ Deputy Manager of Manufacturing, Design Engineering, and Production
Management; Manager of Computer Department; Special Assistant of the
Chairman
⚫ Not in line with any of the conditions stated in Article 30 of the Company
Act.
- None
Chen-Jung
Yang
Director ⚫ Possessed work experience in commerce and the ability to make adjustment
to legal affairs and risks.
⚫ Graduated from department of Law, National Chung Hsing University
⚫ Concurrently acting as the spokesman of Gold Circuit Electronics Ltd.
⚫ Legal Manager of Gold Circuit Electronics Ltd.
⚫ Not in line with any of the conditions stated in Article 30 of the Company
Act.
- None
Jung-Tung
Tsai
Representative of
institutional
director
⚫ Possessed management capability and relevant work experience in the
industry.
⚫ MBA, Indiana University, USA
⚫ Concurrently acting as the representative of the institutional director Chang
Wah Technology Co., Ltd. and an independent director of ALi Corporation
⚫ President of Taishin Bank and President of Ta Chong Bank
⚫ Not in line with any of the conditions stated in Article 30 of the Company
Act.
- 1
Lien-Mei Lin
Director
⚫ Possessed work experience in commerce and industry.
⚫ Graduated from Ming Chuan Commercial College.
⚫ Business Department, Compeq Manufacturing Co., Ltd.
⚫ Not in line with any of the conditions stated in Article 30 of the Company
Act.
- None

16

Number of other
Criteria
public companies at
which serving as an
Professional qualifications and experience Status of independence
independent
director
Name/Identity (Note 2)
concurrently
Jen-Jou Hsieh
Independent
director, Convener
of Audit
Committee

⚫ Possessed management capability and relevant work experience in the
industry.
⚫ Graduated from Industrial Engineering Department, Chung Yuan Christian
University; EMBA, Sun Yat-Sen University (Guangzhou).
⚫ President of Commodore International; Chairman of Shenzhen Huamao
Electronics Co., Ltd.
⚫ Not in line with any of the conditions stated in Article 30 of the Company
Act.
All independent directors
meet the following
circumstances:
1. The person and his/her
spouse or relatives within
the second degree of
kinship are not the
directors, supervisors or
employees of the
Company or any of its
affiliates;
2. The number of the
Company’s shares held
by the person and his/her
spouse or relatives within
the second degree of
kinship (or in the names
of others) does not reach
1%;
None
Wen-Shih
Chiang
Independent
director, Audit
Committee
member
⚫ Possessed business and finance management capability and relevant work
experience in the industry.
⚫ Graduated from Department of Business Management, Tatung University
⚫ Financial Manager of Chi Wei Technology Co., Limited; Financial Manager
and Audit Manager of Gold Circuit Electronics Ltd. (retired in 2001)
⚫ Not in line with any of the conditions stated in Article 30 of the Company
Act.
None
Tzu-Ying Lin Independent
director, Audit
Committee
member
⚫ Possessed work experience in legal affairs and risk judgment.
⚫ Graduated from Department of Law, National Chung Hsing University
⚫ Concurrently acting as a lawyer of Tzu-Ying Lin Law Firm
⚫ Judge of Taoyuan District Court
None

17

Number of other
Criteria
public companies at
which serving as an
Professional qualifications and experience Status of independence
independent
director
Name/Identity (Note 2)
concurrently
Shyr-Chyr
Chen
Independent
director, Audit
Committee
member
⚫ Possessed management capability and work experience in legal affairs and
risk judgment.
⚫ Graduated from the Department of Medicine, National Taiwan University;
and EMBA, School of Management, National Taiwan University.
⚫ Concurrently acting as a professor of School of Medicine, National Taiwan
University
⚫ Superintendent and deputy superintendent, National Taiwan University
Hospital; President, Taiwan Society of Emergency & Critical Care Medicine
⚫ Not in line with any of the conditions stated in Article 30 of the Company
Act.
3. The independent director
is not a director,
supervisor or employee
of any company that has
a specific relationship
with the Company (Note
1);
4. The independent director
did not receive
compensation for
providing the Company
or affiliates with
commercial, legal,
financial, accounting or
related services in the
most recent twoyears.
None
  • Note 1: Directors, supervisors or employees of specific affiliates are based on Subparagraphs 5–8, Paragraph 1, Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies:

  • (1) A director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act.

  • (2) If a majority of the company’s director seats or voting shares and those of any other company are controlled by the same person: a director, supervisor, or employee of that other company.

  • (3) If the chairperson, general manager, or person holding an equivalent position of the company and a person in any of those positions at another company or institution are the same person or are spouses: a director (or governor), supervisor, or employee of that other company or institution.

  • (4) A director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the company.

Note 2: Jung-Tung Tsai is the representative of the institutional director King Hsiang Investment Co.

18

(IV) Diversity and independence of the Board of Directors:

There are currently ten directors, including four independent directors. During selection and election, their professional backgrounds (such as law, accounting, industry, finance, marketing, or technology) and professional skills (such as operational judgment capabilities, accounting and financial analysis capabilities, business management capabilities, industry knowledge, international perspective, leadership, and decision-making capabilities) shall be reviewed while the diversity of the professions and gender balance shall be considered, so that the board can consider in a more comprehensive manner when making decisions; in addition to professional backgrounds and skills, directors shall possess expertise in the Company’s business planning and core business activities. The courses on finances, risk management, sales, business, legal affairs, accounting, corporate social responsibility, or internal control system, financial reporting responsibility, outside their own professional fields while related to the nature of the Company’s industry, are selected to enhance the professionalism of the board members and enable them to continue to improve. Each director needs to take at least 6 hours of training per year to ensure that they have a considerable degree of industry knowledge and new knowledge.

Name Chen-Tse
Yang
Chang-C
hih Yang
Lien-Mei
Lin
King Hsiang
Investment Co.,
Ltd.
Representative:
Jung-Tung Tsai
Chang-C
hin Yang
Chen-Jun
g Yang
Jen-Jou
Hsieh
Wen-Shih
Chiang
Tzu-Ying Lin Shyr-Chyr
Chen
Job title Chairman Director Director Director Director Director Independent
Director
Independent
Director
Independent
Director
Independent
Director
Gender Male Male Female Male Male Female Male Male Female Male
An employee v v v v
1 Business judgment
capabilities
v v v v v v v
2 Accounting and
financial analysis
capabilities
v v v
3 Business management
capabilities
v v v v v v v v v v
4 Crisis management
capabilities
v v v v v v v v v
5 Industry knowledge v v v v v v v v v v
6 International
perspective
v v v v v v v v v v
7 Leadership v v v v v v v v
8 Decision-making
capabilities
v v v v v v
9 Legal capabilities v v

19

Formulation of a succession plan for board members (including at least the Chairman) and important management personnel (including at least the top-level managers) and the operations:

In the Company’s succession plan, the successors must have excellent work abilities and values consistent with the Company’s, and shall be honest, good at communication, innovative, and reliable to win clients’ trust.

Most of the Company’s important management personnel are currently being cultivated by the Company’s departments. These individuals possess solid technological skills and work abilities, and have good communication skills with departments. They are trusted by colleagues in the departments, familiar with the Company’s operations, and recognize the Company’s culture. All departments, except the current managers, have candidates for managerial successors to be developed. Mr. Chen-Tse Yang took over as the Company’s CEO in November 2017. He has served in the Company for nearly 30 years and has rotated between jobs in different departments. Although the Chairman and the CEO are the same person, he has the largest shareholding percentage and has the ability to communicate with the leaders of various departments. The directors believe that it is the best arrangement for the Company at present, and the Company makes a profit every year. The revenue and profit for 2022 reached the historical height since the Company’s establishment; in 2023, the Company added a seat of independent director and met the legal requirement of having at least 4 independent directors.

(V) President, Vice Presidents, Assistant Vice Presidents, and Heads of Departments and Branches

April 1, 2024 Unit: share; %

Job title Name Gender Nationality Date of
accession
Shareholding
Shareholding
Shareholdings by spouse and minor
child
Shareholdings by spouse and minor
child
Shareholding by nominee
arrangement
Shareholding by nominee
arrangement
Main education (experience) Current positions held concurrently at
other companies
Managerial officers in a spousal
relationship or within the second degree
of kinship
Managerial officers in a spousal
relationship or within the second degree
of kinship
Managerial officers in a spousal
relationship or within the second degree
of kinship
Managerial officers’
acquisition of
employee stock
warrants
Remarks
Number of
shares
Shareholding
ratio
Number of
shares
Shareholding
ratio
Number of
shares
Shareholding
ratio
Job title Name Affiliation
President Chen-Tse Yang Male R.O.C. 5.06.1996 17,653,216 3.59% 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, Gold Circuit Electronics Ltd.
Chairman (current), Gold Circuit Electronics Ltd.
Chairman, Suzhou Gold Circuit
Electronics Ltd., Changshu Gold Circuit
Electronics Ltd., and Changshu Gold
Circuit Technology Co., Ltd.
Executive Director, Gold Circuit
Electronics (Thailand) Co., Ltd.
Chairman, King Hsiang Investment Co.,
Ltd.
Chairman,Jiahui Investment Co.,Ltd.
Note 2
Marketing & Sales
President

Hsi-Kuei Huang
Male R.O.C. 2012.07.04 642 0% National Tsing Hua University
Senior Vice President, Gold Circuit Electronics
Ltd.
None None.
Factory
President
Chin-Sung Tsai Male R.O.C. 2013.06.16 9,956 0.00% Master’s in Chemical Engineering, Yuan Ze
University
Manager, Director, and Assistant Vice President,
Gold Circuit Electronics Ltd.
None None.
Senior
Vice President
Te-Ming Yang Male R.O.C. 2015.09.09 MBA, University of Leicester, U.K.
COO, Bull Will Co., Ltd.
President,Suzhou Gold Circuit Electronics Ltd.
None None.
Senior
Vice President
Chung-Chih Lung Male R.O.C. 2017.12.01 45,000 0.01% Industrial Engineering Department, Chung Yuan
Christian University
Vice President in Quality Assurance, Tripod
Technology Corporation
Assistant Vice President in Quality Assurance,
CompeqManufacturingCo.,Ltd.
None None.
Vice President Min-Cheng Liu Male R.O.C. 2006.12.01 63,902 0.01% Tatung University
Manager, Director, and Assistant Vice President,
Gold Circuit Electronics Ltd.
None None.

20

Job title Name Gender Nationality Date of
accession
Shareholding
Shareholding
Shareholdings by spouse and minor
child
Shareholdings by spouse and minor
child
Shareholding by nominee
arrangement
Shareholding by nominee
arrangement
Main education (experience) Current positions held concurrently at
other companies
Managerial officers in a spousal
relationship or within the second degree
of kinship
Managerial officers in a spousal
relationship or within the second degree
of kinship
Managerial officers in a spousal
relationship or within the second degree
of kinship
Managerial officers’
acquisition of
employee stock
warrants
Remarks
Number of
shares
Shareholding
ratio
Number of
shares
Shareholding
ratio
Number of
shares
Shareholding
ratio
Job title Name Affiliation
Vice President Chang-Chin Yang Male R.O.C. 1991.07.01 1,000,938 0.20% 45,354 0.01% Department of Accounting, Tamkang University
Manager, Director, and Assistant Vice President,
Gold Circuit Electronics Ltd.
Executive Director, Gold Circuit
Electronics (Thailand) Co., Ltd.
Director Chang-Chin
Yang
Brothers None
Vice President Sheng-Hsien Lin Male R.O.C. 2014.08.01 100 0.00% Manager, Director, and Assistant Vice President,
Gold Circuit Electronics Ltd.
None None.
Vice President Ta-Kun Yang Male R.O.C. 2015.08.16 136,500 0.03% Department of Industrial Management, Chung
Hua University
EMBA, National Chiao Tung University
Manager and Director, Gold Circuit Electronics
Ltd.
Manager, Changshu Plant No. 2, Gold Circuit
Electronics Ltd.
None None.
Vice President Shun-Chien Li Male R.O.C. 2006.12.01 5,734 0.00% Master’s in Business Administration, Chung
Yuan Christian University
Manager and Director, Gold Circuit Electronics
Ltd.
None None.
Assistant Vice
President
Sung-Ying Li Male R.O.C. 2006.12.01 U. of Missouri-Columbia, USA, Chemical
Engineering, Ph.D.
Manager and Director, Gold Circuit Electronics
Ltd.
None None.
Assistant Vice
President
Cheng-Hsuan
Chung
Male R.O.C. 2016.09.01 Department of Business Administration, Fu Jen
Catholic University
Manager and Director, Gold Circuit Electronics
Ltd.
None None.
Assistant Vice
President
Jui-Pin Li Male R.O.C. 2018.08.16 Chien Hsin University of Science and
Technology
Manager and Director, Gold Circuit Electronics
Ltd.
None None.
Assistant Vice
President
Chih-Kung Hu Male R.O.C. 2019.01.11 Chien Hsin University of Science and
Technology
Manager and Director, Gold Circuit Electronics
Ltd.
None None.
Special Assistant Yi-liang Lin Male R.O.C. 01.09.2023 Department of Chemical Engineering, National
Cheng Kung University
Marketing & Sales Vice President, ITEQ
Corporation
Vice President of Marketing, Taiwan Union
TechnologyCorporation
None None.
Chief Auditor Ming-Yuan Wu Male R.O.C. 01.10.2023 329 0.00% Chin-Yi Institute of Technology
Manager and Vice Director, Gold Circuit
Electronics Ltd.
None None.

Note 1: Information on President, Vice Presidents, Assistant Vice Presidents, and Heads of Departments and Branches shall be included, and anyone holding a position equivalent to the President or Vice President, regardless of the job title, shall be disclosed.

Note 2: The Company’s Chairman and the President or the persons with equivalent positions (the top-level managers) are the same person or the spouse, or relatives within the first degree of kinship to each other, the reason, reasonableness, necessity, and countermeasures shall be disclosed (such as increasing the number of independent directors or more than half of the directors not serving as employees or managers concurrently):

In November 2017, Mr. Chen-Tse Yang took over as the Company’s CEO. He has served in the Company for nearly 30 years and has rotated between jobs in different departments. Although the Chairman and the CEO are the same person, he has the largest shareholding percentage and has the ability to communicate with the leaders of various departments. The directors believe that it is the best arrangement for the Company at present. The Company makes a profit every year, and the revenue and profit for 2022 reached the historical height since the Company’s establishment; in 2023, the Company added a seat of independent director and met the legal requirement of having at least 4 independent directors.

21

  • (IV) Remuneration paid to Directors, Supervisors, President, and Vice Presidents in the last year

1. Remuneration paid to Directors, Supervisors, President, and Vice Presidents:

  • (1-2-1) Remuneration to directors (including independent directors)

Unit: NTD thousand

Job title Name Remuneration to directors Remuneration to directors Remuneration to directors Remuneration to directors Remuneration to directors Remuneration to directors Remuneration to directors Remuneration to directors Sum of A, B, C, and D as
percentage of net income
after tax
(Note 10) (%)
Sum of A, B, C, and D as
percentage of net income
after tax
(Note 10) (%)
Remuneration for concurrently s Remuneration for concurrently s Remuneration for concurrently s Remuneration for concurrently s ervings as employees ervings as employees ervings as employees ervings as employees Sum of A, B, D, E, F, and G
as a percentage of net
income after tax (Note 111)
Sum of A, B, D, E, F, and G
as a percentage of net
income after tax (Note 111)
Remuneration
from investees
other than
subsidiaries
(Note 11)
Remuneration (A)
(Note 2)
Pension upon retirement (B) Directors’ remuneration (C)
(Note3)
Service expenses (D) (Note 4) Salaries, bonuses, special
allowances,etc. (E) (Note5)
Pension upon retirement (F) Employee remuneration (G)
(Note6)
The
Company
All
companies
included
in the
financial
statements
(Note 7)
The
Company
All
companies
included
in the
financial
statements
(Note 7)
The
Company
All companies
included in the
financial
statements
(Note 7)
The
Company
All companies
included
in the financial
statements
(Note 7)
The
Company
All
companies
included in
the financial
statements
(Note 7)
The
Company
All
companies
included in
the financial
statements
(Note 7)
The
Company
All
companies
included in
the
financial
statements
(Note 7)
The Company All companies included
in the financial
statements(Note 7)
The
Company
All
companies
included in
the financial
statements
(Note 8)
Cash
Amount
Stock
Amount
Cash
Amount
Stock
Amount
Chairman Chen-Tse Yang 2160 2160 0 0 25800 25800 0 0 0.79% 0.79% 34381 34381 0 0 5026 0 5026 0 1.91% 1.91% None
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 did not serve as employe
remuneratio
es concurrently, so they did not receive relevant
n
Independent
Director
Jen-Jou Hsieh 1860 1860 0 0 17200 17200 0 0 0.54% 0.54% Jen-Jou Hsieh, Jen-Jou Hsieh, Tzu-Y
did not serve as employees concurrently, so they
ing Lin, Shyr-Chyr Chen
did not receive relevant remuneration
0.54% 0.54% None
Independent
Director
Wen-Shih
Chiang
Independent
Director
Tzu-Ying Lin
Independent
Director
Shyr-Chyr Chen
1.
Per Article 7 of the Remuner
According to the Company’s
2.
Except as disclosed in the tab
ation Committee Charter of the Company and the Rules of the Performance Evaluation of the Board of Directors, the remuneration of independent directors is deter
Articles of Incorporation, if the Company makes a profit for the year, the Company may allocate no more than 1% of the profit amount above as director’s remunera
le above,the remuneration received bythe directors of theCompanyforprovidingservices to all companies in the financial statements(such as servingas an advis
mined with reference to the usual industry level, attendance rate
tion by the resolution of the board meeting.
or for theparent company/all companies included in the financi
, individual performance, and the Company’s operating performance.
al statements/investee)in the most recentyear: None

22

(1-2-2) Range of remuneration

1-2-2) Range of remuneration
Range of remuneration paid to directors of
the Company
Name of director
Sum of A, B, C, and D Sum of A, B, C, D, E, F, and G
The Company (Note 8) All companies included in
the financial statements
(Note 9) H

The Company (Note 8)
All companies included in
the financial statements
(Note 9) I
Below NT$1,000,000
NT$1,000,000 (inclusive) – NT$2,000,000
(non-inclusive)
NT$2,000,000 (inclusive) – NT$3,500,000
(non-inclusive)
NT$3,500,000 (inclusive) – NT$5,000,000
(non-inclusive)
Chen-Tse Yang,
Chang-Chi Yang,
Lien-Mei Lin,
Chang-Ching Yang,
Cheng-Jung Yang,
Jung-Tung Tsai,
Jen-Jou Hsieh, Wen-Shih
Chiang,
Tzu-Ying Lin, Shyr-Chyr
Chen,

Chen-Tse Yang,
Chang-Chi Yang,
Lien-Mei Lin,
Chang-Ching Yang,
Cheng-Jung Yang,
Jung-Tung Tsai,
Jen-Jou Hsieh, Wen-Shih
Chiang,
Tzu-Ying Lin, Shyr-Chyr
Chen,
Lien-Mei Lin, Jung-Tung
Tsai,
Jen-Jou Hsieh, Wen-Shih
Chiang,
Tzu-Ying Lin, Shyr-Chyr
Chen,
Lien-Mei Lin, Jung-Tung
Tsai,
Jen-Jou Hsieh, Wen-Shih
Chiang,
Tzu-Ying Lin, Shyr-Chyr
Chen,
NT$5,000,000 (inclusive) – NT$10,000,000
(non-inclusive)
Chang-Chi Yang,
Cheng-Jung Yang,
Chang-Chih Yang
NT$10,000,000 (inclusive) – NT$15,000,000
(non-inclusive)
Chang-Chin Yang Chang-Chi Yang,
Cheng-Jung Yang
NT$15,000,000 (inclusive) – NT$30,000,000
(non-inclusive)
Chen-Tse Yang Chen-Tse Yang
Total 10 10 10 10
  • Note 1: The names of the directors shall be listed separately (in the case of institutional shareholders, the names of the institutional shareholders and their representatives shall be listed separately), and the amount of each payment shall be disclosed in an aggregate manner. Where a director is serving as the President or Vice President concurrently, please fill in this table and table (3-1) below or the tables (3-2-1) and (3-2-2) below.

  • Note 2: It refers to the remuneration of directors in the last year (including directors’ salary, duty allowance, severance payment, various bonuses, and incentives).

  • Note 3: It refers to the amount of directors’ remuneration in the annual earnings allocation proposal for the last year approved by the Board of Directors before the shareholders’ meeting.

  • Note 4: It refers to the directors’ relevant professional service fees in the last year (including honoraria, special allowances, various allowances, dormitory, and any company car assigned). When housing, cars, and other means of transportation are provided or in the case of personal expenses, the nature and cost of the

23

assets provided, the actual rent or rent at fair market price, fuel, and other payments shall be disclosed. If there is a chauffeur assigned, please specify the relevant payments that the Company makes to the chauffeur without included in the remuneration.

  • Note 5: It refers to the salary, duty allowance, severance payment, various bonuses, incentives, honoraria, special expenses, various allowances, dormitory, any company car assigned, and other physical items that directors who served as employees concurrently (including President, Vice President, other managers, and employees) in the last year. When housing, cars, and other means of transportation are provided or in the case of personal expenses, the nature and cost of the assets provided, the actual rent or rent at fair market price, fuel, and other payments shall be disclosed. If there is a chauffeur assigned, please specify the relevant payments that the Company makes to the chauffeur without included in the remuneration

  • Note 6: Where those who have received employee bonuses (including stock and cash) for directors serving as employees concurrently (including President, Vice President, other managers, and employees) in the last year, the amount of employee bonus distributed in the earnings allocation proposal for the last year approved by the Board of Directors before the shareholders' meeting shall be disclosed. If it cannot be estimated, the amount proposed to be distributed for this year shall be calculated in proportion to the actual amount distributed last year, and Table 1-3 shall be filled out additionally.

  • Note 7: The total amount of remuneration paid to the Company’s directors by all companies (including the Company) in the consolidated financial statements shall be disclosed.

  • Note 8: For the total amount of remuneration the Company pays to each director, the name of each director shall be disclosed in the corresponding remuneration range.

  • Note 9: The total amount of remuneration paid to each of the Company’s directors by all companies (including the Company) in the consolidated financial statements shall be disclosed, and the name of each director shall be disclosed in the corresponding remuneration range.

  • Note 10: Net income after tax refers to the net income after tax for the last year.

  • Note 11: a. This column shall clearly list the amount of relevant remuneration received by the directors of the Company from the investees other than subsidiaries or the parent company (if none, please give a “None”).

    • b. If the directors of the Company receive relevant remuneration from the investees other than subsidiaries or the parent company, the remuneration received by the directors from the investees other than subsidiaries or the parent company shall be included in column I of the remuneration range table, and the column title shall be changed to “Parent Company and All Investees.”

    • c. Remuneration refers to the compensation, remuneration, employee bonus, and professional service fees received by the directors of the Company as directors, supervisors, or managers at the investees other than subsidiaries or the parent company.

  • The content of the remuneration disclosed in this table is different from the concept of income as in the Income Tax Act, so this table is for the purpose of information disclosure and not for taxation purposes.

(2-2) Remuneration of supervisors:

  • Not applicable as the Company held a comprehensive re-election on June 12, 2017, and set up an Audit Committee to replace the supervisors.

24

(3-2-1) Remuneration to President and Vice Presidents

Unit: NTD thousand

Job title Name Salary (A)
(Note 2)
Salary (A)
(Note 2)
Pension upon
retirement (B)
Pension upon
retirement (B)
Bonuses,
special allowances,
etc. (C)
(Note 3)
Bonuses,
special allowances,
etc. (C)
(Note 3)
Employee compensation (D)
(Note 4)
Employee compensation (D)
(Note 4)
Employee compensation (D)
(Note 4)
Employee compensation (D)
(Note 4)
Sum of A, B, C, and D
as percentage of net
income after tax (%)
(Note 8)
Sum of A, B, C, and D
as percentage of net
income after tax (%)
(Note 8)
Remuneration
from
investees
other than
subsidiaries
or parent
company
(Note 9)
The
Company
All
companies
included
in the
financial
statements
(Note 5)
The
Company
All
companies
included
in the
financial
statements
(Note 5)
The
Company
All
companies
included
in the
financial
statements
(Note 5)
The Company All companies
included in the
financial
statements (Note
5)
The
Company
All
companies
included
in the
financial
statements
(Note 5)
Amount
of cash
Amount
of stock
Amount
of cash
Amount
of stock
Chairman and
President
Chen-Tse
Yang
33,663 34,855 0 0 156,977 156,977 21,664 0 22,227 0 6.02% 6.07%
Marketing &
Sales Center
President
Hsi-Kuei
Huang
Factory 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
Vice President Ta-Kun
Yang

Regardless of job title, anyone holding a position equivalent to the President or Vice President (e.g. President, CEO, or director) shall be disclosed.

25

(3-2-2) Range of remuneration

(3-2-2) Range of remuneration
Range of remuneration paid to the President and
Vice Presidents of the Company
Name of the President and Vice Presidents
The Company (Note 6) All companies included in the financial
statements (Note 7) E
Below NT$1,000,000
NT$1,000,000 (inclusive) – NT$2,000,000
(non-inclusive)
NT$2,000,000 (inclusive) – NT$3,500,000
(non-inclusive)
Te-Ming Yang
NT$3,500,000 (inclusive) – NT$5,000,000
(non-inclusive)
Te-Ming Yang
NT$5,000,000 (inclusive) – NT$10,000,000
(non-inclusive)
NT$10,000,000 (inclusive) – NT$15,000,000
(non-inclusive)
NT$15,000,000 (inclusive) – NT$30,000,000
(non-inclusive)
Chen-Tse Yang, Chang-Chin Yang,
Sheng-Hsien Lin,
Chung-Chi Lung, Min-Cheng Liu, Ta-Kun
Yang
Chen-Tse Yang, Chang-Chin Yang,
Sheng-Hsien Lin,
Chung-Chi Lung, Min-Cheng Liu, Ta-Kun
Yang
NT$30,000,000 (inclusive) – NT$50,000,000
(non-inclusive)
Hsi-Kuei Huang, Chin-Sung Tsai Hsi-Kuei Huang, Chin-Sung Tsai
Total 9 9
  • Note 1: The names of the President and Vice Presidents shall be listed separately, and the payment amounts shall be disclosed in an aggregate manner. Where a director serves as the President or Vice President concurrently, please fill out this table and Tables (1-1) and (1-2) above.

  • Note 2: It refers to the salary, duty allowance, and severance payment provided to the President or Vice Presidents in the last year.

  • Note 3: It refers to the amount of various bonuses, incentives, honoraria, special allowances, various allowances, dormitory, any company car assigned, and other physical items provided to the President or Vice Presidents in the last year. When housing, cars, and other means of transportation are provided or in the case of personal expenses, the nature and cost of the assets provided, the actual rent or rent at fair market price, fuel, and other payments shall be disclosed. If there is a chauffeur assigned, please specify the relevant payments that the Company makes to the chauffeur without included in the remuneration . In addition, salary expenses recognized in accordance with IFRS 2 “Share-based Benefits,” including obtaining employee stock warrants, new restricted employee shares, and subscription for shares in capital increase in cash, shall also be included in remuneration.

  • Note 4: It refers to the amount of employee compensation (including stock and cash) approved by the Board of Directors to be distributed to the President or Vice Presidents in the last year. If it cannot be estimated, the amount proposed to be distributed for this year shall be calculated in proportion to the actual amount distributed last year, and Table 1-3 should be filled out additionally. Net income after tax refers to the net income after tax for the last year.

26

  • Note 5: The total amount of remuneration paid to the Company’s President and Vice Presidents by all companies (including the Company) in the consolidated financial statements shall be disclosed.

  • Note 6: For the total amount of remuneration the Company pays to each President and Vice President, the name of each President and Vice President shall be disclosed in the corresponding remuneration range.

  • Note 7: The total amount of remuneration paid to each of the Company’s President and Vice Presidents by all companies (including the Company) in the consolidated financial report shall be disclosed, and the name of each President and Vice President shall be disclosed in the corresponding remuneration range.

  • Note 8: Net income after tax refers to the net income after tax for the last year.

  • Note 9: a. This column shall clearly list the amount of relevant remuneration received by the President and Vice Presidents of the Company from the investees other than subsidiaries.

  • b. If the President and Vice Presidents of the Company receive relevant remuneration from the investees other than subsidiaries, the remuneration received by the President and Vice Presidents from the investees other than subsidiaries shall be included in column E of the remuneration range table, and the column title shall be changed to “All Investees.”

  • c. Remuneration refers to the compensation, remuneration (including employee compensation and remuneration of directors and supervisors), and professional service fees received by the President and Vice Presidents of the Company as directors, supervisors, or managers at the investees other than subsidiaries.

  • The content of the remuneration disclosed in this table is different from the concept of income as in the Income Tax Act, so this table is for the purpose of information disclosure and not for taxation purposes.

27

(4-1) Remuneration of the top five executives of the TWSE/TPEx listed company with the highest remuneration (Note 1)

Unit: NTD thousand

Job title Name Salary (A)
(Note 2)
Salary (A)
(Note 2)
Pension upon
retirement (B)
Pension upon
retirement (B)
Bonus and special
allowances (C)
(Note 3)
Bonus and special
allowances (C)
(Note 3)
Employee compensation (D)
(Note 4)
Employee compensation (D)
(Note 4)
Employee compensation (D)
(Note 4)
Employee compensation (D)
(Note 4)
Sum of A, B, C, and D
as percentage of net
income after tax (%)
(Note 6)
Sum of A, B, C, and D
as percentage of net
income after tax (%)
(Note 6)
Remuneration
from
investees
other than
subsidiaries
or parent
company
(Note 7)
The
Company
All
companies
included in
the
financial
statements
(Note 5)
The
Company
All
companies
included in
the
financial
statements
(Note 5)
The
Company
All
companies
included in
the financial
statements
(Note 5)
The Company All companies
included in the
financial
statements (Note
5)
The
Company
All
companies
included in
the financial
statements
(Note 5)
Amount
of cash
Amount
of stock
Amount
of cash
Amount
of stock
Chairman and
President
Chen-Tse
Yang
23,241
23,241 0 0 113,791 113,791 14,471 0 14,471 0 4.29% 4.29% None
Marketing &
Sales Center
President
Hsi-Kuei
Huang
Factory President Chin-Sung
Tsai
Senior Vice
President
Chung-Chih
Lung
Vice President Min-Cheng
Liu
  • Note 1: Regarding the term of “top five executives with the highest remunerations,” the executives refer to the managerial officers of the Company. The definition of managerial officers is subject to the scope of “managerial officers” specified in Letter Tai-Tsai-Zheng-III-Zi No. 0920001301 dated March 27, 2003 of the former Securities and Futures Commission, Ministry of Finance. As for the principle for the calculation and determination of the “top five executives with the highest remunerations,” the total amount of salary, pension, bonus, special allowance, etc. received by the managerial officers from all the companies in the consolidated financial statements and the employee remuneration (i.e. sum of A+B+C+D) are taken as the basis of the calculation, and the results are then ranked in order to determine the top five executives with the highest remunerations. If a director concurrently acts as any one of the aforementioned executives, this table and the above table (1-1) should be completed.

  • Note 2: It refers to the salary, duty allowance, and severance payment provided to the top five executives with the highest remuneration in the last year.

  • Note 3: It refers to the amount of various bonuses, incentives, honoraria, special allowances, various allowances, dormitory, any company car assigned, and other physical items provided to the top five executives with the highest remuneration in the last year. When housing, cars, and other means of transportation are provided or in the case of personal expenses, the nature and cost of the assets provided, the actual rent or rent at fair market price, fuel, and other payments shall be disclosed. If there is a chauffeur assigned, please specify the relevant payments that the Company makes to the chauffeur without included in the remuneration In addition, salary expenses recognized in accordance with IFRS 2 “Share-based Benefits,” including obtaining employee stock warrants, new restricted employee shares, and subscription for shares in capital increase in cash, shall also be included in remuneration.

  • Note 4: It refers to the amount of employee compensation (including stock and cash) approved by the Board of Directors to be distributed to the top five executives with the highest

28

remuneration in the last year. If it cannot be estimated, the amount proposed to be distributed for this year shall be calculated in proportion to the actual amount distributed last year, and Table 1-3 should be filled out additionally.

  • Note 5: The total amount of remuneration paid to the Company’s top five executives with the highest remuneration by all companies (including the Company) in the consolidated financial statements shall be disclosed.

  • Note 6: Net income after tax refers to the net income after tax as in the standalone or individual financial report in the last year.

  • Note 7: a. This column shall clearly list the amount of relevant remuneration received by the top five executives with the highest remuneration of the Company from the investees other than subsidiaries or the parent company (if none, please give a “None”).

  • b. Remuneration refers to the compensation, remuneration (including remuneration of the employees, directors and supervisors), and professional service fees received by the top five executives with the highest remuneration of the Company as directors, supervisors, or managerial officers at the investees other than subsidiaries or the parent company

  • The content of the remuneration disclosed in this table is different from the concept of income as in the Income Tax Act, so this table is for the purpose of information disclosure and not for taxation purposes.

29

2. The name of the manager who receives the employee bonus and the distribution:

Unit: NTD thousand

Unit: NTD thousand
Job title
(Note 1)
Name
(Note 1)
Amount of
stock
Amount of cash Total Proportion of total
amount to net
income after tax
(%)
Manager Marketing & Sales
Center President

Hsi-Kuei
Huang
0

26,961 26,961 0.76%
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
Vice President Ta-Kun Yang
Assistant Vice
President
Shun-Chien
Li
Assistant Vice
President
Sung-Ying Li
Assistant Vice
President
Cheng-Hsuan
Chung
Assistant Vice
President
Jui-Pin Li
Assistant Vice
President
Chih-Kung
Hu
Special Assistant Yi-liangLin
14 people in total 0 26,961 26,961 0.76%
  • Note 1: Individual names and job titles shall be disclosed, but the profit distribution may be disclosed in an aggregate manner.

  • Note 2: It refers to the amount of employee compensation (including stock and cash) approved by the Board of Directors to be distributed to the managers in the last year. If it cannot be estimated, the amount proposed to be distributed for this year shall be calculated in proportion to the actual amount distributed last year. Net income after tax refers to the net income after tax in the last year; if the International Financial Reporting Standards have been adopted, net income after tax refers to the net income after tax as in the standalone or individual financial report in the last year.

  • Note 3: The definition of “manager” as stipulated in Tai-Cai-Zheng-III No. 0920001301 issued by the Commission dated March 27, 2003 is as follows.

  • (1) President and an equivalent position

  • (2) Vice President and an equivalent position

  • (3) Assistant Vice President and an equivalent position

  • (4) Head of Financial Department

  • (5) Head of Accounting Department

  • (6) Other persons who have the right to manage affairs and sign on behalf of the company

  • Note 4: Where a director, President, or Vice President receive employee compensation (including stock and cash), both Table 1-2 and this table shall be filled out.

30

  1. Analysis of the total remuneration paid to directors, supervisors, President, and Vice Presidents of the Company in the last two years by the Company and all companies in the consolidated financial statements as a percentage of the net income after tax, and the description of the relevance of the remuneration policy, standards, and packages, and the association of the remuneration determination procedure with the remuneration to operating performance and future risks.

  2. (1) Analysis of the total remuneration paid to directors, supervisors, President, and Vice Presidents of the Company in the last two years by the Company and all companies in the consolidated financial statements as a percentage of the net income after tax:

Unit: NTD thousand

Unit: NTD thousand Unit: NTD thousand
The Company All companies included in the
financial statements
Director
(Note 1)
President and
Vice Presidents
Director
(Note 1)
President and
Vice Presidents
2023remuneration 47,020 212,304 47,020 214,059
Net income after tax
for 2023
3,528,592 3,528,592 3,528,592 3,528,592
Proportion to net
income aftertax
1.33% 6.02% 1.33% 6.07%
2022 remuneration 51,600 130,297 51,600 131,237
Net income after tax
for 2022
4,567,875 4,567,875 4,567,875 4,567,875
Proportion to net
income aftertax
1.13% 2.85% 1.13% 2.87%

Note 1: Directors’ remuneration includes remuneration for directors serving as managers concurrently. Note 2: The Company set up an Audit Committee on June 12, 2017 to replace the supervisors.

  • (2) The relevance of the Company’s remuneration policy, standards, and packages, and procedures for determining remuneration to business performance and future risks: The Company’s Remuneration Committee is responsible for formulating and regularly reviewing whether the “ Regulations on Remuneration of Directors and Functional Committees” and the “Remuneration Policy for Senior Managers” shall continue to be adopted, and submit suggestions and improvement plans to the Board of Directors as per the Securities and Exchange Act and other relevant laws and regulations, as well as the Remuneration Committee of Gold Circuit Electronics Ltd. The contents of the 2023 proposals are as follows:
Remuneration
Committee
01.10.2023
08.10.2023
01.23.2024
Content of proposal and subsequent handling
Formulated the first to fourth points of the year-end bonus payment regulations as per
the version dated January 12, 2012 to issue 7.0 months of base pay as year-end
bonus, and allocated the amount as per Article 8 of the regulations as a special bonus
for retaining outstanding talents in each department
Regularly reviewed the proposal of the “Regulations on Remuneration of Directors
andFunctionalCommittees”and the“Remuneration PolicyforSenior Managers”
Formulated the first to fourth points of the year-end bonus payment regulations as per
the version dated January 12, 2012 to issue 5.0 months of base pay as year-end
bonus, and allocated the amount as per Article 8 of the regulations as a special
bonusfor retaining outstanding talentsineachdepartment

31

III. Status of Corporate Governance

  • (I) Operation of the Board of Directors

Information on the operation of the Board of Directors

The Board of Directors held 8 meetings (A) last year as of the publication date of annual report. The attendance of the directors is as follows:

Job title Name Attendance
in
perso
n
(times) B
Attendance
by
proxy
Attendance in
person (%)
[B/A] (Note
1)
Remarks
Chairman Chen-Tse Yang 8 0 100% Re-elected after the
re-election on July 20, 2021
Director Chang-Chih Yang 7 0 88% Re-elected after the
re-election on July 20, 2021
Director Lien-Mei Lin 8 0 100% Re-elected after the
re-election on July 20, 2021
Director Chang-Chin Yang 8 0 100% Re-elected after the
re-election on July 20, 2021
Director Chen-Jung Yang 8 0 100% Re-elected after the
re-election on July 20, 2021
Director Representative of
King Hsiang
Investment Co.:
Jung-Tung Tsai
8 0 100% Re-elected after the
re-election on July 20, 2021
Independent
Director
Jen-Jou Hsieh 8 0 100% Re-elected after the
re-election on July 20, 2021
Independent
Director
Wen-Shih Chiang 8 0 100% Re-elected after the
re-election on July 20, 2021
Independent
Director
Tzu-Ying Lin 7 1 88% Re-elected after the
re-election on July 20, 2021
Independent
Director
Shyr-Chyr Chen 5 0 100% Newly elected on June 14,
2023
Note 1: The actual attendance (%) is calculated based on the number of meetings of the Board of Directors held during
the term of office and the attendance in person (times).
Other additional information:
1. For board meetings that meet any of the following circumstances, specify the date, session, the content of the
proposal, independent directors’ opinions, and the Company’s response to such opinions:
(1) Matters under Article 14-3 of Securities and Exchange Act.
Board of
Directors
Proposal
Independent
directo
r’s
opinio
ns
Response to
indepe
ndent
directo
r’s
opinio
ns
1.10.2023
(9th meeting)
1. Proposal for ratio of 2022 employee remuneration to directors’
remuneration
None
N/A
2. Review of the resolutions adopted at the 5th meeting of the
current Remuneration Committee
None
N/A
3. Amendments to the “Rules of the Performance Evaluation of the
Board of Directors”
None
N/A
4. Capital reduction of the subsidiary Goldex Holding Limited
None
N/A

32

5. Appointment of the new Chief Auditor and Chairman’s Special
Assistant
None N/A
6. Application to the bank for financing facilities and guarantees. None N/A
3.09.2023
(10th meeting)
1. The Company’s 2022 financial statements and business report None N/A
2. Distribution of remuneration to employees and directors for 2022 None N/A
3. The Company’s earnings distribution for 2022 None N/A
4. The Company’s distribution of cash dividends for 2022 None N/A
5. Amendment to the“Rules of Procedure for Board Meetings” None N/A
6. Determination of the date, time, place, and main contents for the
2022 annual shareholders’meeting.
None N/A
7. Evaluation of CPA’s independence for 2023 None N/A
8. Issuance of the Statement on Internal Control None N/A
9. Application to the bank for financing facilities and provision of
endorsement/guarantee to subsidiaries
None N/A
10. By-election of one independent director, the period for accepting
the nomination of candidates, the number of seats to be elected,
and the location for accepting the nomination
None N/A
11. The name list of independent director candidates presented by
the Board of Directors
None N/A
5.11.2023
(11th meeting)
1. The Company’s consolidated financial statements for 2023 Q1 None N/A
2. Establishment of the subsidiary in Thailand None N/A
3. Application to the bank for financing facilities and provision of
endorsement/guarantee to subsidiaries
None N/A
4. Newly appointed Procurement Vice President of the Company and
Factory Manager/Assistant Vice President of the Suzhou Plant
None N/A
8.10.2023
(12th meeting)
1. The Company’s financial report for the first half of 2023 None N/A
2. The Remuneration Committee regularly reviews relevant
remuneration measures and resolutions
None N/A
3. Application to the bank for financing facilities and provision of
endorsement/guarantee to subsidiaries
None N/A
9.7.2023
(13th meeting)
1. Proposal to issue the 2nd domestic unsecured convertible
corporate bonds
None N/A
11.9.2023
(14th meeting)
1. Review of Company’s consolidated financial statements for 2023
Q3.
None N/A
2. Review of the 2024 Annual Audit Plan None N/A
3. Application to the bank for financing facilities and provision of
endorsement/guarantee to subsidiaries.
None N/A
1.23.2024
(15th meeting)
1. Review of providing remuneration to employees and directors for
2023.
None N/A
2. Resolution of year-end bonus made by the 7th meeting of the
current Remuneration Committee (2021-2024)
None N/A
3. Establishment of the “Rules Governing Operations in relation to
Finance and Business between Related Parties”
None N/A
4. Application to the bank for financing facilities and guarantees. None N/A
3.12.2024
(16th meeting)
1. Review of the Company’s 2023 financial statements and
consolidated financial statements.
None N/A
2. Distribution of remuneration to employees and directors for 2023 None N/A
3. Rectification of the Company’s earnings distribution for 2023 None N/A
4. Distribution of cash dividends for 2023 None N/A
5. Determination of the date, time, place, and main contents for the
2023 annual shareholders’meeting.
None N/A
6. Evaluation of CPA’s independence for 2023 None N/A
7. Issuance of the Statement on Internal Control. None N/A
8. Capital reduction of subsidiary. None N/A
9. Investment of the subsidiary Goldex Holding Limited in Thailand
Gold Circuit Electronics Ltd.
None N/A
10. Application to the bank for financing facilities and provision of
endorsement/guarantee to subsidiaries.
None N/A
11. 10. Re-election of all directors (including independent director), None N/A

33

the period for accepting the nomination of candidates, the
number of seats to be elected, and the location for accepting the
nomination
12. Proposal to approve the name list of director (including
independent director) candidates presented by the Board of
None
N/A
Directors
13. Proposal to remove the non-compete clause for some new
directors
None
N/A
(2) In addition to the matters mentioned above, any resolution of the Board of Directors for which dissent or
reservation has been expressed by any independent director and recorded in the minutes or any written
statement:
As of the publication date of the annual report in 2023 and 2024, the independent directors approve all the
major proposals of the Board of Directors unanimously without objection or reservation.
2. Disclosure regarding recusal for interest-conflicting proposals, including the names of directors concerned, the
content of proposals, reason for recusal, and the voting process:
(1) In the meeting on January 10, 2023, for the 2022 year-end bonus distribution proposal and the manager
performance evaluation and remuneration proposal, the directors present, including Chairman Chen-Tse Yang,
Director Cheng-Jung Yang, Director Chang-Chi Yang, and Director Chang-Ching Yang, were employees of
Gold Circuit Electronics Ltd., and they recused themselves from the discussion and voting of said proposals.
Chairman Chen-Tse Yang appointed Director Jen-Jou Hsieh to preside over the discussion and voting of said
proposals, which were passed without any objection.
(2) In the meeting on January 23, 2024, for the 2023 year-end bonus distribution proposal and the manager
performance evaluation and remuneration proposal, the directors present, including Chairman Chen-Tse Yang,
Director Cheng-Jung Yang, Director Chang-Chi Yang, and Director Chang-Ching Yang, were employees of
Gold Circuit Electronics Ltd., and they recused themselves from the discussion and voting of said proposals.
Chairman Chen-Tse Yang appointed Director Jen-Jou Hsieh to preside over the discussion and voting of said
proposals, which were passed without any objection.
3. Public companies shall disclose the evaluation cycle and period, scope, method, and content of the Board of
Directors’ self- (or peer) evaluation, and state the Board of Directors’ evaluation implementation status: As shown
in the table below:
Implementation Status of the Performance Evaluation of the Board of Directors and Functional Committees
(1) The internal performance evaluation of Board of Directors in 2023 is as follows:
Evaluation Cycle: At least once a year
Evaluation period: January 1 to December 31, 2023
Scope
Method
Content
Results
Overall board
The unit in
There are five aspects as described
The total score is 94 points. The
performance
charge of board
below:
evaluation results show that the
evaluation
meeting affairs
1. Degree of participation in
overall operation of the
conducts
the Company’s operations
Company’s Board of Directors
evaluation as
2. Improvement to the
is still sound and complete in
per the actual
decision-making quality of the Board
line with the spirit of corporate
operation of the
of Directors
governance.
Board of
3. Composition and structure
Directors
of the Board of Directors
4. Election and continuing
education of directors
5. Internal control
Performance
Self-evaluation
There are six aspects as described
The overall average score is 94.
evaluation of
by each board
below:
The evaluation results show that
individual
member
1. Keeping abreast of the
the Company’s directors have
board
Company’s goals and mission
positive feedback on the
members
2. Awareness of director’s
efficiency and effectiveness of
duties the evaluation indicators of the
3. Degree of participation in operation.

34

the Company’s operations
4. Internal relationship
management and communication
5. Directors’ professional and
continuing education
6. Internal control
The contents and results of the performance evaluation above were submitted to the meeting of the Board of
Directors in March 2024 as a basis for review and improvement.
(2) The internal performance evaluation of Audit Committee in 2023 is as follows:
Evaluation Cycle: At least once a year
Evaluation period: January 1 to December 31, 2023
Scope Method Scoring Result
Performance Self-evaluation There are five aspects as described The overall average score is 95.
evaluation of by individual below: The evaluation results show
individual committee 1. Degree of participation in the that the Company’s Audit
committee members Company’s operations Committee members have
members 2. Awareness of Audit Committee’s positive feedback on the
duties efficiency and effectiveness of
3. Improvement of the Audit the evaluation indicators of the
Committee’s decision-making quality operation.
4. Composition and structure of the
Audit Committee
5. Internal control
The contents and results of the performance evaluation above were submitted to the meeting of the Board of
Directors in March 2024 as a basis for review and improvement.
(3) The internal performance evaluation of Remuneration Committee in 2023 is as follows:
Evaluation Cycle: At least once a year
Evaluation period: January 1 to December 31, 2023
Scope Method Scoring criteria Result
Performance Self-evaluation There are five aspects as described The overall average score is 94.
evaluation of by individual below: The evaluation results show
individual committee 1. Degree of participation in the that the Company’s
Remuneration members Company’s operations Remuneration Committee
Committee 2. Awareness of Remuneration members have positive
members Committee’s duties feedback on the efficiency and
3. Improvement of the Remuneration effectiveness of the evaluation
Committee’s decision-making quality indicators of the operation.
4. Composition and structure of the
Remuneration Committee
5.Internalcontrol
The contents and results of the performance evaluation above were submitted to the meeting of the Board of
Directors in March 2024 as a basis for review and improvement.
(4) 2022 external performance evaluation:
Evaluation Cycle: At least once every three years
Evaluation period: September 2021 to August 2022
Scope Method Content Overall evaluation comments
Performance This includes 1. Membership and structure of 1. The board members of the Gold
evaluation of online the Board of Directors Circuit Electronics have diversified
Board of self-evaluation 2. Decision-making quality of the specialties required for the Company’s
Directors and on-site Board of Directors operations, and the number of seats and
and interview 3. Authorization made by the female members is appropriate. These
individual Board of Directors are beneficial to the Board of
board 4. Supervision conducted by the Directors’ decision-making quality.
members Board of Directors 2. A total of five board meetings were

35

5. Communication and message
delivery of the Board of
Directors
6. Risk management and crisis
management
7. Others
convened from September 2021 to
August 2022 based on actual
operational requirements and necessity,
with the director attendance rate of
100%.
3. As for risk management, in addition to
establishing control policies, the
Company conducts dissemination or
education and training to employees
every year to enhance risk awareness.
A chief information security officer has
been designated and a dedicated
information security unit has been set
up to implement information security
control. In addition, the Company
regularly reports the implementation of
intellectual property management to
the Board of Directors every year. The
Company reports its sustainable
development strategies, action plans
and ESG related information to the
Board of Directors at least once a year.
Overall, the performance of the Board of
Directors was outstanding.

※Improvement recommendations and the Company’s response to future improvement plans or actions:

Item
No.
Recommendation Response of the
Company
1 Chairman, Chen-Tse Yang, concurrently holds the position of President. Pursuant
to Article 4 of the “Taiwan Stock Exchange Directions for Compliance
Requirements for the Appointment and Exercise of Powers of the Boards of
Directors of TWSE Listed Companies,” if the board chairperson and the general
manager or a person holding an equivalent position of a TWSE listed company
are the same person or are spouses or relatives within the first degree of kinship,
the company shall appoint not less than four independent directors by December
31, 2023. The Company shall plan ahead for the by-election of independent
directors at the 2023 shareholders’meeting to comply with legal requirements.
One
independent
director was
added on June
14, 2023.
2 The Company evaluates the independence of the CPAs every year. In addition,
Article 29 of the “Corporate Governance Best-Practice Principles,” mandates that
the independence and competence of the CPAs shall be assessed regularly. Thus,
the Company may add a competence assessment to the appointment of CPAs to
improve the efficiency and effectiveness of the work between the Company and
the CPAs. In addition, the competent authority encourages TWSE/TPEX listed
companies to request AQI (Audit Quality Indicator) information from the CPAs as
a reference for appointment or reappointment.
The
independence of
the CPAs is
assessed on a
regular basis.
The contents and results of the performance evaluation above were submitted to the meeting of the Board of
Directors in March 2023 as a basis for review and improvement.
  1. Evaluation of the objective of strengthening the functions of the Board of Directors (such as setting up an audit committee or enhancing information transparency) and the implementation in the current year and the last year:

  2. (1) From 2021 to 2023, the Company’s “Ethical Corporate Management Promotion Team” reported the “status of fulfillment of ethical corporate management, measures adopted, and effectiveness of the implementation” to the 3rd meeting of the Board on November 9, 2021, the 8th meeting on November 9, 2023, and the 14th Board Meeting, respectively. The report was unanimously approved by all of the directors present.

  3. (2) From 2022 to March 31, 2024, the Sustainable Development Committee of the Company

36

reported the ESG implementation status, including overall strategic directions, goal setting and progress, greenhouse gas inventory results, and implementation of green power purchase projects, to the Board of Directors on May 10, 2022, August 9, 2022, November 10, 2022, March 9, 2023, and August 10, 2023.

  • (3) The Company reported the “Intelligent Property Management Plan” to the Board of Directors at the 7th meeting on August 9, 2022 and the 12th meeting on August 10, 2023, respectively to assess the Company’s intellectual property management in the future in terms of planning and execution results.

  • (4) The Company reported the “Communication of Audit Planning and AQI Matters between CPAs and Corporate Governance Body” to the Board of Directors at the 15th meeting on January 23, 2024.

  • (5) The Company assesses the independence of CPAs every year and uses AQI information to make appointments. The independence and competence of the CPAs are taken into account. The Company issues the “CPA Independence Assessment Report” for the independence of the CPAs. The assessment covers 14 indicators and the CPAs are requested to present a statement on independence. The competence of the CPAs is assessed in accordance with AQIs, which includes 13 indicators and 5 major aspects. The Audit Committee performs the assessment based on the aforementioned items. These items were discussed by the Audit Committee on March 12, 2024 and March 9, 2023 in the last two years, and were submitted to the Board of Directors for resolution and approval.

The 14 assessment items in the CPA Independence Assessment Report are as follows:

Item Assessment criteria
1 The members of the audit team and their families, other professional CPAs and their families, the CPA
firm and its affiliates have no direct or indirect material financial interests with the Company.
2 There is no mutual financing or guarantee between the Company or the Company’s directors and the
audit team members and their family members, other partners of the firm and their family members,
CPA firms and any of their affiliates (except for normal commercial loaning activities involving a
financial institution).
he members of the audit team or the CPA firm and its affiliates do not have close business relationship
with the Company or its affiliates.
4 There is currently no potential employment relationship between the members of the audit team and the
Company.
5 No member of the audit team has served as a director of the Company or held a position that had a
significant influence on the audit in the last two years.
6 The Company pays CPA audit fees at a fixed amount. They are not contingent fees. There are no
overdue fees that may affect the independence of the audit.
7 The non-audit services provided by the CPA firm and its affiliates to the Company include...
None of the significant titles in audit cases are directly affected; the management function of the
Company is not affected; no decision is made on behalf of the Company; the independence is not
affected.
8 None of the audit team members is commissioned to act as the defender for the Company’s position or
opinion, or represent the Company to coordinate with a third party in case of conflict.
9 After the appointment this year, the CPA will have served 6, not exceeding seven years.
10 None of the audit team members has any kinship with the Company’s directors, managerial officers or
persons holding a position that has a significant influence on the audit.
11 None of the Company’s directors and managerial officers gives any gifts of great value to the members
of the audit team.
2 None of the Company’s directors, managerial officers, or persons holding a position that has
a significant influence on the audit has retired / resigned from the CPA firm within one year.
3 None of the independent directors of the Company works for the CPA firm within two
years prior to taking office and during his/her term of office. None of the Company’s Remuneration

37

  • Committee members was a professional who provided business, legal, financial, accounting services or consulting services within two years prior to taking office and during his/her term of office. The Company does not makeaudit team members suffer intimidation or feel intimidated

  • 4 from the Company that makes them unable to maintain objectivity and clarify professional skepticism. For example:

  • A. The Company’s management has improper requirements for the choice of accounting policies or disclosure in the financial statements.

  • B. The Company does not request to reduce the audit work that should be performed on the grounds of reducing service fees.

The 5 major aspects and 13 indicators of the AQIs (Audit Quality Indicators) are as follows:

Item Aspect Indicator
1 Professionalism Audit experience, training hours, turnover rate and professional
support
2 Quality control CPA’s load, audit input, EQCR review status, and quality
control support capability
3 Independence Non-audit service fees and client familiarity
4 Supervision Defects in external inspections, penalties and improvements by
letter of the competent authority
5 Innovation
ability
Innovation plans or initiatives
  • (6) After the 2022 shareholders’ meeting approved the amendments to the Articles of Association,

  • the Company added one independent director in 2023 to achieve the goal of four seats of independent directors.

(II) Operation of the Audit Committee

Information on Audit Committee members

Identity Name Work experience
andprofessionalqualifications
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., Limited.
Financial Manager and Audit Manager, 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.
Independent
Director
(member)
Shyr-Chyr
Chen
Department of Medicine, National Taiwan University
EMBA, College of Management, National Taiwan University
President, Taiwan Society of Emergency & Critical Care Medicine
Superintendent and deputy superintendent, National Taiwan University
Hospital
Independent Director, Gold Circuit Electronics Ltd.

38

Audit Committee’s participation in the operation of the Board of Directors

The Board of Directors held eight meetings (A) last year as of the publication date of annual report. The attendance of the directors is as follows:

Job title Name Attendance in
person (times)
(in a
non-voting
capacity)
Attendance
by proxy
Attendance in
person (%) (in
a non-voting
capacity)
(Note1)
Remarks
Independent
Director
Jen-Jou
Hsieh
8 0 100.0% Re-elected after the
re-electiononJuly20,2021
Independent
Director
Wen-Shih
Chiang
8 0 100.0% Re-elected after the
re-electiononJuly20,2021
Independent
Director
Tzu-Ying
Lin
7 1 87.5% Re-elected after the
re-electiononJuly20,2021
Independent
Director
Shyr-Chyr
Chen
5 0 100.0% Newly elected on June 14,
2023
Note 1: The actual attendance (%) is calculated based on the number of meetings of the Audit Committee
held during the term of office and the attendance in person (times).
Other additional information:
I.
Where any of the following circumstances occur to the operation of the Audit Committee, the date,
term and proposal of the Board of Directors meeting
as well as the Audit Committee resolution and how the company manage the Committee’s opinions shall be
described:
(I) Matters under Article 14-5 of Securities and Exchange Act.
Audit
Committ
ee
meeting
date
Proposal
01.10.2023
(7th meeting)
1. Amendments to the “Rules of the Performance Evaluation of the Board
of Directors”
2. Capital reduction of the subsidiary Goldex Holding Limited
3. Appointment of the new Chief Auditor of the Company.
4.Application to the bank for financing facilities and provision of
endorsement/guarantee to subsidiaries.
03.09.2023
(8th meeting)
1.Review of the Company’s 2022 financial statements and business report
2.Review of the 2022 distribution of remuneration to employees and
directors
3. Review of the Company’s 2022 earnings distribution.
4. Review of the Company’s distribution of cash dividends for 2022
5. Review of the CPA independence for 2023.
6. Issuance of the Statement on Internal Control.
7.Application to the bank for financing facilities and provision of
endorsement/guarantee to subsidiaries.
5.11.2023
(9th meeting)
1. Establishment of the “Regulations Review of CPA’s Non-Assurance
Services” submitted for review.
2. Appointment of CPAs and service fees submitted for approval.
3 Review of the Company’s consolidated financial statements for 2023 Q1.
2. Establishment of the subsidiary in Thailand.
5. Application to the bank for financing facilities and provision of

39

endorsement/guarantee to subsidiaries.
8.10.2023
1. Review of the Company’s financial statements for the first half of 2023
(10th meeting)
2. Application to the bank for financing facilities and provision of
endorsement/guarantee to subsidiaries.
9.7.2023
1. Proposal to issue the 2nd domestic unsecured convertible corporate
(11th meeting)
bonds
11.9.2023
1 Review of the Company’s consolidated financial statements for 2023 Q3.
(12th meeting)
2. Review of the 2024 Annual Audit Plan
3. Application to the bank for financing facilities and guarantees.
1.23.2024
1. Establishment of the “Rules Governing Operations in relation to Finance
(13th meeting)
and Business between Related Parties”
2.Applicationto the bank for financingfacilities and guarantees.
3.12.2024
1. Review of the Company’s 2023 financial statements and consolidated
(14th meeting)
financial statements
2. Review of the 2023 distribution of remuneration to employees and
directors
3. Review of the Company’s 2023 earnings distribution.
4. Distribution of cash dividends for 2023
5. Review of the CPA independence for 2024.
6. Issuance of the Statement on Internal Control.
7. Capital reduction of subsidiary.
8. Investment of the subsidiary Goldex Holding Limited in Thailand Gold
Circuit Electronics Ltd.
9. Application to the bank for financing facilities and provision of
endorsement/guarantee to subsidiaries.
1. The dissent, reservation or major suggestion of any independent director: None
2. Audit Committee resolution and how the company manage the Committee’s opinions shall
be described: All the members of the Audit Committee unanimously approved all
proposals; the Board of Directors approved all the proposals according to the
recommendations of the Audit Committee.
(II) In addition to the matters mentioned above, any resolutions not approved by the Audit Committee
but approved by more than two-thirds of all the directors: The Company acts in compliance with
the requirements of Article 14-5 of the Securities and Exchange Act, and there are no resolutions as
mentioned above that have not approved by the Audit Committee but approved by more than
two-thirds of all the directors.
II. Disclosure regarding recusal for interest-conflicting proposals, including the names of independent
directors concerned, the content of proposals, reason for recusal, and the voting process: None
III. The communication between independent directors and internal chief auditor and CPAs (shall include
material issues, methods, and results in the communication in respect of the Company’s financial and
business status):
(I) Policy on communication between independent directors and internal chief auditor
1. The Audit Office implements the audit of the internal control cycle and management regulations
as per the annual audit plan, and prepares an “internal audit plan,” which will be submitted to
the Chairman. The plan will be submitted to the members of the Audit Committee for review
before the end of the following month after an audit project is completed.
2. The internal chief auditor reports on the status of the audit business and communicate
face-to-face with independent directors at each (at least four) Audit Committee meeting.
3. Where internal auditors discover a material violation or the Company may suffer major damage,
they shall prepare a report for review immediately and notify the members of the Audit
Committee.
The summary of the communication between independent directors and internal chief auditor in 2023
is as follows:

40

accession Communication
method
Communication matter Independent
director’s
recommendation
01.10.2023 1. Chief Auditor’s
Report
2. Case Review
1. Reported the audit results of the three
plants in mainland China for November
and December 2022.
2. For the deficiencies identified in the audit,
improvement plans have been proposed
and submitted to the monthly audit
meeting for discussion, and included in
regular follow-upsforsubsequentreview.
None
03.09.2023 1. Chief Auditor’s
Report
2. Case Review
1. Reported the audit results of the three
plants in mainland China for January and
February 2023.
2. For the deficiencies identified in the audit,
improvement plans have been proposed
and submitted to the monthly audit
meeting for discussion, and included in
regular follow-ups for subsequent review.
None
05.11.2023 1. Chief Auditor’s
Report
2. Case Review
1. Reported the audit results of the three
plants in mainland China for March and
April 2023.
2. For the deficiencies identified in the audit,
improvement plans have been proposed
and submitted to the monthly audit
meeting for discussion, and included in
regular follow-upsforsubsequentreview.
None
08.10.2023 1. Chief Auditor’s
Report
2. Case Review
1. Reported the audit results of the three
plants in mainland China for May, June
and July 2023.
2. For the deficiencies identified in the audit,
improvement plans have been proposed
and submitted to the monthly audit
meeting for discussion, and included in
regular follow-ups for subsequent review.
None
11.09.2023 1. Chief Auditor’s
Report
2. Case Review
1. Reported the audit results of the three
plants in mainland China for August,
September and October 2023.
2. For the deficiencies identified in the audit,
improvement plans have been proposed
and submitted to the monthly audit
meeting for discussion, and included in
regular follow-upsforsubsequentreview.
None

(II) Policy on communication between independent directors and CPAs

  1. CPAs report the results of the audit or review of the financial statements in the quarterly Audit Committee meeting, as well as other matters to be communicated as required by relevant laws and regulations. During the process, where independent directors have any opinion, they can bring it up for discussion, and the CPAs will explanation accordingly.

  2. In case of material and special issues related to the Company’s finances and business, the CPAs will report to the Audit Committee immediately

  3. Where the Board of Directors has relevant critical issues, it will also invite CPAs to attend the meeting in a non-voting capacity to provide professional advice so as to increase opportunities for CPAs to interact with directors/independent directors.

  4. The communication channels between the Company’s independent directors and the CPAs are

41

smooth.

The summary of the communication between independent directors and CPAs in 2022 and 2023 is as follows:

Date Main points communicated
1.10.2023 (1) 2022 annual audit plan
(2) Audit Quality Indicator (QI) Report
3.9.2023 Summary of 2022 audited consolidated financial statements
5.11.2023 Communication with the governance body – Explanation of the new IESBA
requirements
8.10.2023 Newregulations governinglisting outsideMainland China
11.09.2023 2023 audit planning (audit planning stage)
01.23.2024 Audit QualityIndicator(QI)Report
03.12.2024 Summary of 2024 audited consolidated financial statements

42

Supervisors’ participation in the operation of the Board of Directors

Not applicable as the Company held a re-election at the annual shareholders’ meeting on June 12, 2017, and set up an Audit Committee as per the laws to replace the supervisors.

  1. Corporate governance implementation and the deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons thereof
Assessment criteria Implementationstatus Implementationstatus Implementationstatus Deviations
from
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies
and reasons
thereof
Yes No Summary
I.
Has the Company formulated and
disclosed the Corporate
Governance Best-Practice
Principles in accordance with the
Corporate Governance
Best-Practice Principles for
TWSE/TPEx Listed Companies?
Yes The Company has formulated the Corporate
Governance Best-Practice Principles as
approved by the Board of Director on March
21, 2016, and published them on the official
website and the Market Observatory Post
System (MOPS).
No deviations
II. The Company’s shareholding
structure and shareholders’ equity
(I)
Has the Company established
internal operating procedures to
handle shareholders’
suggestions, doubts, disputes,
and litigation matters, and
implement them in accordance
with the procedures?
(II)
Does the Company keep abreast
of the list of major shareholders
and the ultimate controlling
parties of such shareholders?
(III)
Does the Company establish
and implement a risk control
mechanism and firewalls
between its affiliates and itself?
Yes

Yes
Yes


The Company has set up a
spokesperson/acting spokesperson system. In
the case of shareholders’ suggestions or
disputes to the spokesperson, the
spokesperson will handle such; in case of
litigation, the legal affairs unit will handle
the relevant legal matters.
The Company’s major shareholders’
shareholdings have been stable and
concentrated over the years, and the
interaction between major shareholders has
been pleasant. Pursuant to Article 25 of the
Securities and Exchange Act, the Company
files a report on the changes in the
shareholdings held by insiders (directors,
managers, and shareholders holding more
than 10% of the total shares) to the MOPS as
designated by the Securities and Futures
Bureau on a monthly basis.
All affiliates of the Company operate
independently, and each affiliate has its own
internal control system for compliance, and
the Company also handles relevant matters
as per relevant laws and regulations of the
No deviations
No deviations
No deviations

43

Assessment criteria Implementationstatus Implementationstatus Implementationstatus Deviations
from
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies
and reasons
thereof
Yes No Summary
(IV)
Whether the Company
established internal regulations
prohibiting insider trading
against non-public information?
Yes “Regulations on Supervision of Subsidiary
Operations.”
The Company has established personnel
management rules and other internal
regulations to prohibit company insiders
from using undisclosed information on the
market to buy and sell securities for profit.
The Company has also formulated the
Operating Procedures for the Processing of
Internal Material Information and Prevention
of Insider Trading to establish an adequate
internal material information processing and
disclosure mechanism, ensure the
consistency and correctness of the
Company’s published information, and
strengthen the regulations on insider trading.
The requirements of the Operation
Procedures include “during the closed period
of 30 days before the announcement of the
annual financial reports and 15 days before
the announcement of the quarterly financial
reports, the directors and managerial officers
of the Company are not allowed to buy or
sell the Company’s securities on their own or
in the name of others.” Directors shall be
informed prior to the announcement date of
the financial reports that they shall not trade
their shares during the 30 days prior to the
announcement of the annual financial reports
and 15 days prior to the announcement of the
quarterlyfinancial reports.
No deviations
III.
Composition and
responsibilities of the board of
directors
(I)
Dose the board of directors
formulate a diversity policy for
the composition of the board
members, establish specific
objectives and implement them
thoroughly?
Yes The Company has established the Corporate
Governance Best-Practice Principles, in
which the diversity policy is stipulated in
Chapter 3 “Enhancing the Functions of the
Board of Directors.”
The current term of the Company’s Board of
Directors is composed of 10 directors,
including 4 independent directors and 6
general ones, all of whom have extensive
experience and expertise in finance, law,
business, and PCB management. For the
No deviations

44

Assessment criteria Implementationstatus Implementationstatus Implementationstatus Deviations
from
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies
and reasons
thereof
Yes No Summary
(II)
In addition to the remuneration
committee and the audit
committee set up in accordance
with the law, does the Company
set up other functional
committees voluntarily?
(III)
Does the Company formulate
the board of directors’
performance evaluation
regulations and methods, and
conduct annual and regular
performance evaluations while
reporting the results of the
performance evaluation to the
Board of Directors as a
reference for individual
directors’ remuneration and
nomination for re-election?
(IV)
Does the Company regularly
assess the independence of
CPAs?
Yes
Yes
Yes


implementation of the diversity of the Board
of Directors, please refer to Chapter Three
(IV) Diversity and independence of the
Board of Directors of this annual report.
The Company currently has only set up the
Remuneration Committee and the Audit
Committee.
The Company’s Board of Director
formulated the Rules of the Performance
Evaluation of the Board of Directors on
March 25, and approved the amendment of
these Rules to the “Rules of the Performance
Evaluation of the Board of Directors and
Functional Committees” on January 10,
2023. The evaluation of the Board of
Directors was completed on January 23,
2024. The performance evaluation results
were then reported to the Board of Director
on March 12, 2024.
The Company assesses the independence of
CPAs annually and uses AQI information as
the basis for appointment. The independence
and competence of the CPAs are taken into
account. The Company issues the “CPA
Independence Assessment Report” for the
independence of the CPAs. The assessment
covers 14 indicators and the CPAs are
requested to present a statement on
independence. The competence of the CPAs
is assessed in accordance with the AQIs,
which includes 13 indicators and 5 major
aspects. The Audit Committee performs the
assessment based on the aforementioned
items. These items were discussed by the
Audit Committee on March 12, 2024 and
March 9, 2023 in the last two years, and
were submitted to the Board of Directors for
resolution and approval.
The 5 major dimensions and 13 indicators are
asfollows:
No deviations
No deviations

No deviations

45

Assessment criteria Implementationstatus Deviations
from
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies
and reasons
thereof
Yes No Summary
1.
2.
3.
4.
5.
Professionalism: Audit experience,
training hours, turnover rate and
professional support
Quality control: CPA’s load, audit
input, EQCR review status, and quality
control support capability
Independence: Non-audit service fees
and client familiarity
Supervision: Defects in external
inspections, penalties and improvements
by letter of the competent authority
Innovation ability: Innovation
capability: Innovative planning or
advocacy.
IV. Dose the Company appoint an
appropriate number of
competent corporate governance
personnel, and engage a
corporate governance officer to
be in charge of corporate
governance-related matters
(including but not limited to
providing directors and
supervisors with materials
required to perform duties,
assisting directors and
supervisors with compliance,
handling matters related to the
meetings of the Board of
Directors and shareholders’
meetings as per the law, and
preparing the minutes of the
meetings of the Board of
Directors and shareholders’
meeting)?
Yes The Company has engaged a corporate
governance officer as resolved by the Board
of Directors on March 25, 2019. The
officer’s main responsibilities are to provide
directors with materials needed to perform
duties, assist directors with compliance, and
to handle matters related to board meetings
and shareholders’ meetings as per the law.
Chang-Chin Yang, Vice President of the
Finance Department, is serving as the
corporate governance officer concurrently,
and has more than three years of
management experience in stock affairs and
the business related to board meetings and
shareholders’ meetings at publicly listed
companies.
The implementation status of the business in
2023 is as follows:
1. Provide materials required for directors to
perform their duties
2. Arrange continuing education for
directors (all directors completed the
required training hours as per the
regulations in 2023)
3. Draw up agenda of board meetings,
notify the directors seven days in
advance, convene the meeting and
provide meeting materials, remind
directors in advance in the case of
recusal,ifany, and complete theminutes
No deviations

46

Assessment criteria Implementationstatus Implementationstatus Implementationstatus Deviations
from
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies
and reasons
thereof
Yes No Summary
of board meetings
4. Assist the Board of Directors and
shareholders’ meeting with meeting
procedures and compliance;
5. Responsible for the release of material
information on critical resolutions
adopted by the Board of Directors
6. Responsible for the release of material
information on critical resolutions
adopted by the Board of Directors
7. Handle the pre-registration of the date of
the shareholders’ meeting as per the law,
and prepare the meeting notice,
handbook, and minutes within the
specified period
8. Conduct the annual performance
evaluation of the Board of Directors and
board members
9. Responsible for the Company’s
information disclosure and website
maintenance
10. Completed 12 hours of continuing
education for the corporate governance
officer in 2023 as shownbelow:
Class title Date of class Training
hour
Carbon Trading
Mechanism and
Business
Administration
Applications
10.13.2023 3
2023 Insider
Trading
Prevention
Conference
10.20.2023 3
2030/2050 Green
Industrial
Revolution
11.15.2023 3
The Concepts,
Practices and
Tools of the Tax
Government
within a Group
12.12.2023 3

47

Assessment criteria Implementationstatus Implementationstatus Implementationstatus Deviations
from
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies
and reasons
thereof
Yes No Summary
V.
Does the Company establish communication channels with stakeholders (including but
not limited to shareholders, employees, customers, suppliers), and set up an area dedicated
to stakeholders on the Company’s website, and respond to important corporate social
responsibility issues that stakeholders are concerned about appropriately?
Stakeholders
Issues about which
stakeholders are
concerned
Communication channels and
response methods
Frequency of
communication
Clients
Product quality
Customer service
Green product
High-level supervisors’ mutual
visits and development report
on progress of new technology
and new product
Phone, email, mutual visits,
andmeetings
At least once a
year
Frequent on
weekdays
Investors
Financial performance
Corporate governance
Company development
and future prospects
MOPS
Investor conference, seminar
Section dedicated to
stakeholders on the
Company’s website
Shareholders’ Meeting
From time to
time
At least 4
times /year
From time to
time
Once a year
Employees
Labor–management
relations
Employee benefits
Employee opinions
and relevant
suggestions
Voluntarily participate
in process
improvement
Labor–management meetings
Employee seminars
Complaint and suggestion
mailbox
Quality Control Circle (QCC)
and relevant activities
Quarterly
Quarterly
Daily
Semi-annually
Suppliers
Supplier selection
criteria
Supplier sustainability
management
Supply chain meeting
Supplier training activities
Annually
From time to
time
Society
Social participation
Environmental policy
Charity events and visits
Audit of waste service
provider
From time to
time
Once amonth
Banks
Corporate governance
Risk management
Compliance
Mutual visits and meetings
Written materials
Market trend analyses
From time to
time
Frequent on
weekdays
At least twice
a year

No deviations

48

Assessment criteria Implementationstatus Implementationstatus Implementationstatus Deviations
from
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies
and reasons
thereof
Yes No Summary
V. Does the Company establish
communication channels with
stakeholders (including but not
limited to shareholders, employees,
customers, suppliers), and set up an
area dedicated to stakeholders on
the Company’s website, and
respond to important corporate
social responsibility issues that
stakeholders are concerned about
appropriately?


Yes
Shareholders Issues of concern:
Financial
performance/corporate
governance
No deviations
1. A shareholders’ meeting is held every
year in the middle of the year to
communicate complete financial
information and the Company’s future
development direction to all
shareholders in detail
2. The Company has set up a
spokesperson system and a section
dedicated to stakeholders on the
website tofacilitate communication
Employees Issues of concern:
Employee benefits/Labor
relations
1. A labor–management meeting is
organized quarterly
2. An employee seminar is organized
quarterly
3. The Company has set up a complaint
and suggestion mailboxes (collected
daily) to collect employees’ opinions
and relevant suggestions
4. There is a proposal improvement
reward system to encourage
employees to actively participate in
various improvement activities in the
plants
4. QCC-related events are held to
motivate employees to participate in
improvement voluntarily
Clients Issues of concern:
Customer relationship
management
Hazardous
substances/supply chain
management
1. The current status of RBA
self-inspection at each plant of the
Company is disclosed to clients
through the platform launched by

49

Assessment criteria Implementationstatus Implementationstatus Deviations
from
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies
and reasons
thereof
Yes No Summary
RBA
2. The Company’s development
blueprint, new product development
process, reliability, and delivery date
are discussed with customers through
various meetings
Suppliers Issues of concern:
Supplier management
Supplier selection criteria
1. The supply chain conference is held
every year to communicate the prior
year’s operating performance and the
coming year’s business development
targets to suppliers
2. Supplier training activities regarding
RBA’s requirements, greenhouse gas
emissions inventory, and reduction
requirements are held from time to
time
Community Issues of concern:
Social participation/
Environmental policy
The Company actively promotes social
participation and environmental protection
activities, subsidizes children from
disadvantaged families for nutritional
lunches orextracurricularactivities, etc.
VI.
Does the Company appoint a
professional stock affairs
agency to handle the affairs of
shareholders’ meetings?
Yes The Company has appointed CTBC Bank
Co., Ltd., to assist the Company with matters
related to shareholders.
No deviations
VII.
Public Disclosure of
Information
(I)
Does the Company set up a
website to disclose financial
business and corporate
governance information?
(II)
Does the Company adopt other
means for disclosure (such as
Yes
Yes

The Company’s websitewww.gce.com.twis
available in both Chinese and English
languages. In addition to the relevant
financial and business information, a policy
statement on corporate social responsibility
is disclosed to clearly state its codes of
ethics.
Relevant financial and business information
is disclosed on the Company’s website in
No deviations
No deviations

50

Assessment criteria Implementationstatus Deviations
from
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies
and reasons
thereof
Yes No Summary
setting up an English website,
appointing personnel to collect
and disclose relevant
information, properly
implementing the spokesperson
system, and placing the process
of investor conferences on the
website)?
(III)
Does the Company publicly
announce and file the annual
financial report within two
months after the end of each
fiscal year and announce and
file the financial reports for the
first, second, and third quarters
and the monthly operation
status prior to the specified
deadline?
Yes both Chinese and English languages. The
website iswww.gce.com.tw.Each
department has appointed dedicated
personnel to be responsible for collection
and disclosure of the Company’s
information. The dedicated personnel at the
information department are responsible for
placing said information on the website
regularly.
The Company is currently in discussion with
the CPA firm.
No deviations
VIII. Does the Company have any
other important information that
would facilitate a better
understanding of its corporate
governance operations? This
may include, but is not limited
to, information regarding
employee rights, employee care,
investor relations, supplier
relations, stakeholder rights,
directors’ and supervisors’
continuing education, the
implementation of risk
management policies and risk
measurement standards, the
implementation of customer
policies, and the Company's
purchase of liability insurance
for directors and supervisors.


Yes
1. Employee rights: The Company has set up
a section dedicated to human resources on
its website, which will facilitate
understanding of its human resources
policy, employee benefits, manpower
analysis of each plant, and current job
vacancies.
2. Employee care: The Company has
established a positive relationship,
featuring mutual trust and mutual reliance,
with employees through a welfare system
to fulfill and stabilize their lives and a
sound education and training system. For
example, the Company subsidizes
employees’ club activities, organizes
cultural and recreational activities and
annual travel, provides health examination
subsidies and medical consultation service,
as well as providing employee dormitories,
care for employees living in dormitories,
and parking lots.
3. Investor relations: The Company has set
up a spokesperson/acting spokesperson
systemtohandlerelevantmatters.
No deviations

51

Assessment criteria Implementationstatus Implementationstatus Implementationstatus Deviations
from
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies
and reasons
thereof
Yes No Summary
4. Supplier relationship: The Company has
established a sustainable partnership with
suppliers to promote social responsibility,
green supply chain and RBA to suppliers at
the next tier, and regularly communicates
relevant policy and offers education and
training to suppliers. The content of
training includes:
A. Supply chain strategy and annual
plan.
B. Introduction to the sustainable
development (ESG) of Gold Circuit
Electronics Ltd.
C. Sustainable environment (Introduction
to greenhouse gas inventory)
D. RBA and plant site requirements.
E. Control standards of Gold Circuit
Electronics Ltd. for prohibited and
restricted substances.
5. Stakeholder’s rights: Stakeholders may
communicate with the Company and offer
suggestions to safeguard their legal rights
and interests.
6. Directors’ continuing education: The
Company’s directors participate in training
sessions every year regularly. The sessions
in 2023 are as follows: Table 1 below.
7. The implementation of risk management
policy and risk measurement standards:
The Company’s human resources
department will compile the prior year’s
risk assessment results (risk points =
frequency of occurrence * severity) before
the end of January each year, and then
regularly follow up on the improvement
results and revise the operating procedures
as per the risk control levels.
8. The Company purchases liability
insurance for directors at the end of each
year.
Table 1: Directors and supervisors’ continuing education: The Company’s directors and independent directors
participate in training sessions every year regularly, and all completed 6 hours of training sessions in 2023. The
sessions are as follows:

52

Assessment criteria Assessment criteria Implementationstatus Implementationstatus Implementationstatus Implementationstatus Deviations
from
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies
and reasons
thereof
Deviations
from
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies
and reasons
thereof
Deviations
from
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies
and reasons
thereof
Yes No Summary
Identity Name Organizer Class title Traini
ng
hour
Chairman Chen-Tse
Yang
Taiwan Corporate
Governance Association
The Explosion of Artificial Intelligence:
The Technological Development and
Application Opportunities of the Chat
Robot ChatGPT
3
Taiwan Corporate
Governance Association
Big Data Analysis and Fraud Prevention 3
Director Chang-Chih
Yang
Securities and Future
Institute
Emerging Fintech Crimes and Money
Laundering Prevention from the Company’s
Perspective
3
Securities and Future
Institute
Analysis of Common Illegal Cases with
Respect to the Securities and Exchange Act
3
Director Chang-Chin
Yang
Taiwan Corporate
Governance Association
Information Security Governance and
Practice
3
Taiwan Corporate
Governance Association
Patent Deployment and Litigation Practices 3
Taiwan Corporate
Governance Association
Net Zero Sustainability and Talent
Incubation Course
9
Securities and Future
Institute
2023 Legal Compliance Seminar on Insider
Equity Transaction
3
Director Chen-Jung
Yang
Taiwan Corporate
Governance Association
Patent Deployment and Litigation Practices 3
Taiwan Corporate
Governance Association
How to Extend Influence, Contribute to
SDGs, and Enhance Corporate Value
3
Director Lien-Mei Lin Securities and Future
Institute
2023 Insider Trading Prevention
Conference
3
Taiwan Corporate
Governance Association
Seminar for Sharing Practical Board
Performance Evaluation Cases
3
Representative
of institutional
director
Jung-Tung
Tsai
Taiwan Institute of
Directors
Business Opportunities and Challenges
under the Net Zero Boom
3
Taiwan Insurance Institute International Anti-Corruption and
Whistleblower Protection Practices and
Money Laundering Prevention
3
Independent
Director
Jen-Jou
Hsieh
Taiwan Corporate
Governance Association
Analysis of Key Messages and
Responsibilities of the Annual Report:
Perspectives of Directors and Supervisors
3
Taiwan Corporate
Governance Association
Net Zero Sustainability and Talent
Incubation Course
9
Independent
Director
Wen-Shih
Chiang
Securities and Future
Institute
How Do Directors and Supervisors
Supervise the Company to Establish and
Promote a Sound Risk Management
System?
3
Taiwan Corporate
Governance Association
How Does the Audit Committee Interpret
and Use the Audit Quality Indicators
3

53

Assessment criteria Assessment criteria Implementationstatus Implementationstatus Implementationstatus Implementationstatus Deviations
from
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies
and reasons
thereof
Deviations
from
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx
Listed
Companies
and reasons
thereof
Yes No Summary
(AQIs)?
Independent
Director
Tzu-Ying Lin Securities and Future
Institute
The Concepts, Practices and Tools of the
Tax Government within a Group
3

Taiwan Corporate
Governance Association
Linking Carbon to Carbon: A Discussion of
Carbon Fee, Carbon Tax, Carbon Credit and
Carbon Trading
3
Independent
Director
Shyr-Chyr
Chen
Securities and Future
Institute
Shareholders’ Meeting, Management Right
and Equity Strategies
3
Taiwan Project
Management Association
Financial Statement Analysis and Financial
Accounting Trends
3
The Institute of Internal
Auditors
Interpretation of Financial Analysis
Indicators and Prevention of Operational
Risks
6
IX. On the basis of the results of the corporate governance evaluation released by TWSE's Corporate
Governance Center in the most recent year, please describe the matters to which improvements have been
made. Regarding the matters to which improvements have yet to be made, please list those which have
been selected as priorities and the measures to be taken.
The improvements of the 10th (2022) “Corporate Governance Evaluation” of the Company are described
as follows:
(1) Starting from 2024, the Company will convene the general shareholders’ meeting before the end of
May.
(2) Since 2023, the Company has uploaded the annual report 18 days before the general shareholders’
meeting and simultaneously uploaded the English version of the meeting notice, meeting handbook
and supplementary meeting materials 30 days before the meeting.
(3) Since 2023, the Company has released the English version of the material information at the same
time when it is announced.
(4) The Sustainability Report prepared by the Company has been verified by a third party since 2023.
(5) The Company will continue to assess consider possible improvement measures for the items that have
not yet been scored.

54

  1. Where the company has set up a remuneration committee or a nomination committee, it shall disclose the composition, responsibilities, and operation thereof:

(1) Information on Remuneration Committee members

Number of other
Criteria
public companies at
which serving as
Professional qualifications and experience Status of independence
an independent
director
Name/Identity
concurrently
Jen-Jou
Hsieh
Independent
director, Convener
of Remuneration
Committee
⚫ Possessed management capability and relevant work experience in the
industry.
⚫ Graduated from Industrial Engineering Department, Chung Yuan
Christian University; EMBA, Sun Yat-Sen University (Guangzhou).
⚫ President of Commodore International; Chairman of Shenzhen
Huamao Electronics Co., Ltd.
⚫ Not in line with any of the conditions stated in Article 30 of the
CompanyAct.
All independent directors
meet the following
circumstances:
1. The person and his/her
spouse or relatives within
the second degree of
kinship are not the
directors, supervisors or
employees of the
Company or any of its
affiliates;
2. The number of the
Company’s shares held
by the person and his/her
spouse or relatives within
the second degree of
kinship (or in the names
of others) does not reach
None
Wen-Shih
Chiang
Independent
director,
Remuneration
Committee
member
⚫ Possessed business and finance management capability and relevant
work experience in the industry.
⚫ Graduated from Department of Business Management, Tatung
University
⚫ Financial Manager of Chi Wei Technology Co., Limited; Financial
Manager and Audit Manager of Gold Circuit Electronics Ltd. (retired
in 2001)
⚫ Not in line with any of the conditions stated in Article 30 of the
CompanyAct.
None

55

Number of other
Criteria
public companies at
which serving as
Professional qualifications and experience Status of independence
an independent
director
Name/Identity
concurrently
Tzu-Ying
Lin
Independent
director,
Remuneration
Committee
member
⚫ Possessed work experience in legal affairs and risk judgment.
⚫ Graduated from Department of Law, National Chung Hsing University
⚫ Concurrently acting as a lawyer of Tzu-Ying Lin Law Firm
⚫ Judge of Taoyuan District Court

1%;
3. The independent director
is not a director,
supervisor or employee of
any company that has a
specific relationship with
the Company (Note 1);
4. The independent director
did not receive
compensation for
providing the Company
or affiliates with
commercial, legal,
financial, accounting or
related services in the
most recent twoyears.

None
  • Note 1: Directors, supervisors or employees of specific affiliates are based on Subparagraphs 5–8, Paragraph 1, Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies:

  • (1) A director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act.

  • (2) If a majority of the company’s director seats or voting shares and those of any other company are controlled by the same person: a director, supervisor, or employee of that other company.

  • (3) If the chairperson, general manager, or person holding an equivalent position of the company and a person in any of those positions at another company or institution are the same person or are spouses: a director (or governor), supervisor, or employee of that other company or institution.

  • (4) A director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the company.

  • (2) Information of Nomination Committee members: The Company has not yet established a nomination committee

56

  • (3) Information on the operation of the Remuneration Committee

  • I. There are three members of the Company’s Remuneration Committee.

  • II. The term of office of the current committee members: From July 20, 2021 to July 19, 2024, the Remuneration Committee held 3 meetings (A) in 2023 as of the publication date of the annual report. The attendance of the members is as follows:

The operation of the Remuneration Committee

Job title Name Attendance
in
person
(times)(
B)
Attendance by
proxy
Attendance in
person
(%)
(B/A)
Remarks
Convener Jen-Jou
Hsieh
3 0 100.0% Re-elected after the re-election
on August 10, 2021
Committee
Member
Tzu-Ying
Lin
3 0 100.0% Re-elected after the re-election
on August 10, 2021
Committee
Member
Wen-Shih
Chiang
3 0 100.0% Re-elected after the re-election
on August 10, 2021
Other additional information:
I.
Where the Board of Directors declines to adopt or modifies a suggestion of the remuneration
committee, it shall specify the date of the meeting, session, content of the motion, resolution by the
Board of Directors, and the Company’s response to the remuneration committee’s opinion (e.g. the
remuneration passed by the Board of Directors exceeds the suggestion of the Remuneration Committee,
the circumstances and cause for the difference shall be specified): None.
II.
Where there were resolutions of the Remuneration Committee regarding which members expressed
objection or reserved opinions on record or in a written statement, the date of the meeting, session,
content of the motion, all members’ opinions, and the response to members’ opinion shall be specified:
None.
Remuneration
Committe
e meeting
date
Content of proposal and subsequent
handling
Resolution results
The Company’s
response to
Remuneration
Committee
member’s
opinion
01.10.2023
Review of distribution of
remuneration to employees and
directors for 2022 and discussion of
performance of managerial officers
and distribution of year-end bonus for
2022.
All members of
the committee
passed the
proposal without
objection
The proposal was
submitted to the
Board of Directors
and approved by all
the directors present
at the meeting
08.10.2023
Regularly reviewed the proposal of
the “Regulations on Remuneration of
Directors and Functional
Committees” and the “Remuneration
Policy for Senior Managers.”
All members of
the committee
passed the
proposal without
objection
The proposal was
submitted to the
Board of Directors
and approved by all
the directors present
at the meeting
01.23.2024
Review
of
distribution
of
remuneration
to
employees
and
directors for 2023 and discussion of
performance of managerial officers
and distribution of year-end bonus
for 2023.
All members of
the committee
passed the
proposal without
objection
The proposal was
submitted to the
Board of Directors
and approved by all
the directors present
at the meeting

57

  • (4) Information of Nomination Committee members and its operation status: The Company has not yet established a nomination committee

58

5. The promotion of sustainable development, the deviations from the sustainable development of listed companies, and the reasons:

Promotion item Implementation status Deviations
from the
Sustainable
Development
Best-Practice
Principles
for
TWSE/TPEx
Listed
Companies
and reasons
thereof
Yes No Summary
I.
Does your company
have a governance
structure that
promotes sustainable
development, and
have a special unit or
designate an existing
unit for the task of
sustainable
development
promotion? Does the
Board of Directors
of your company
authorize the
management to
handle relevant
matters and
supervise the board?
Yes The Company established the Gold Circuit
Electronics Sustainable Development Committee
on March 3, 2022. Chairman Chen-Tse Yang
designated Vice President Sheng-Hsien Lin to
serve as the chair and Senior Director Ying-Shun
Hsueh was appointed as the Sustainable
Development Coordinator for promotion,
planning, communication and coordination of the
operation among the teams of the Committee. The
top executive of each department acts as a
committee member to jointly examine the
Company’s core capabilities and set the
medium-term and long-term strategic directions
and development goals. We have set up seven
teams for ESG topics, including the EHS team,
energy management team, green supply chain
team, innovation management team, corporate
governance team, human rights and public
welfare team, and information security team.
Each team has a dedicated manager and members,
covering the project leaders of all the business
departments of the Company, and is responsible
for confirming the implementation of business
and management guidelines with respect to the
ESG topic and collecting data in relation thereto.
The Gold Circuit Electronics Sustainable
Development Committee reports to the Board of
Directors on the status of ESG implementation at
least once a year, which is supervised by the
board of directors.
The most recent report to the Board of Directors
was submitted on March 12, 2024. The contents
of the report include overall strategic directions,
setting of goals and reporting of the progress,
greenhouse gas inventory results, and
implementation of green electricity purchase
projects.
No
deviations
II.
Does the Company
implement the risk
assessment of
environmental,
social,and corporate
Yes The Company identifies major issues every year
through external observation, tracking, and
analyzing market movements and industry trends,
while internally through analysis of operational
data,interview with the manager in charge of
No
deviations

59

Promotion item Implementation status Deviations
from the
Sustainable
Development
Best-Practice
Principles
for
TWSE/TPEx
Listed
Companies
and reasons
thereof
Yes No Summary
governance issues
related to corporate
operation and
establish relevant
risk management
policies or strategies
based on the
principle of
materiality?
each department, and questionnaires.
(2) The Company has set out the financial risk
assessment and handling procedure and the EHS
hazard risk, labor and ethical risk assessment and
handling procedure. We score these risks as per
the risk level (high, medium, low, minor) and
report and control them accordingly. The annual
improvement targets are discussed and the annual
risk targets are set at the annual management
review meeting.
III. Environmental
issues
(I) Does the Company
establish an
appropriate
environmental
management system
based on its
industrial
characteristics?
Yes The Company implements environmental safety
and health activities in line with domestic
environmental safety and health laws and
regulations while adopting environmental safety
and health management systems in line with
international standards. In October 1997, it
obtained ISO 14001 environmental management
system certification to implement environmental
protection activities and mitigate environmental
impacts. Also, it obtained OHSAS 18001
occupational safety and health management
system certification in April 2006 (now
ISO 45001) to provide employees with a healthy,
safe, and clean work environment. Both
management systems are certified regularly and
both are within the effective period.
The Company has dedicated occupational safety
and environmental protection units to take
responsibility for the environment, safety, and
health promotion and implementation activities.
No
deviations
(II)
Is the Company
committed to
improving energy
efficiency and
using recycled
materials with a
low impact on the
environment?
Yes The Company has established raw material and
waste reduction projects, such as reduction and
recycling of waste electronic products and
consumables up to a level of 91%, and recycling
and reuse of process effluents by more than 16%.
In 2022, the recovery/recycling percentage of the
entire group has reached the target of 95.08%, and
the group’s water recycling and reuse has reached
12.7%.
To improve energy efficiency, an energy
management system has been established since
No
deviations

60

Promotion item Implementation status Implementation status Implementation status Implementation status Deviations
from the
Sustainable
Development
Best-Practice
Principles
for
TWSE/TPEx
Listed
Companies
and reasons
thereof
Yes No Summary
2021, and the ISO 50001 energy management
certification was obtained on November 23. The
Company continues to improve and refine our
energy efficiency management. Please refer to the
Sustainability Report of the Company for more
information on the goals and achievement status.
(III)
Does the
Company assess
the present and
future potential
risk and
opportunities of
climate change in
relation to the
Company and
adopt related
countermeasures?
Yes The Company has participated in the CDP supply
chain questionnaire since 2013, including our
strategy for climate change, identification of risks
and opportunities of climate change, disclosure of
greenhouse gas emissions, reduction targets and
performance, and our management policy on
carbon issues. The Company responds to
customers’/international investors’ concerns and
expectations and further examines the impact of
climate change on the Company and take relevant
countermeasures.
The Company has established the Gold Circuit
Electronics Sustainable Development Committee
for business inventory and risk identification for
climate change, including the direct or indirect
impact arising from extreme weather, impact on
transformation due to regulations, technology, or
market demand, and analysis of the risks and
opportunities arising from other cultural and
social aspects for the Company’s operations. With
the analysis results, the Company will set out a
risk management strategy plan as the core of
climate change actions to strengthen its climate
change governance, and to evaluate the
connections with its finances to reduce risks and
grasp business opportunities.
No
deviations
(IV)
Does the
Company make
statistics on
greenhouse gas
emissions, water
consumption, and
total waste weight
in the past two
years, and
formulate policies
forgreenhousegas
Yes The Company has set carbon/waste/water
reduction targets and regularly reviewed the status
of achievement.
The Group conducts annual greenhouse gas
inventory and subjects this to third-party
verification. The emission statistics of the Group
are as follows:
(Unit: tCO2e)
Year
2021
2022
2023
Scope 1
45,303
39,330
41,100
No
deviations
Year 2021 2022 2023
Scope 1 45,303 39,330 41,100

61

Promotion item Implementation status Implementation status Implementation status Implementation status Implementation status Implementation status Implementation status Implementation status Implementation status Deviations
from the
Sustainable
Development
Best-Practice
Principles
for
TWSE/TPEx
Listed
Companies
and reasons
thereof
Yes No Summary
reduction, water
reduction, or other
waste
management?
Scope 2 362,505 269,106 226,627
Scope 3 33,672 24,904 677,144
Intensity
(tCO2e/
NT$ million)
16.59 10.17 31.42
Assurance
standard
ISO 14064-1:
2018
Taiwan
Plant
Suzhou
Plant
Changshu
Plant No.
1
Changshu
Plant No. 2
Assurance
institution
SGS CQC CTI
Verification
date
2023/4/9 Scheduled
for the end
of April
2024/4/3
Carbon reduction targets and achievement rates
(base year: 2019):
Year Carbon reduction rate Green electricity
utilization
Target Performance Target Performance
2022 2% 7.6% 8% 7%
2023 8% About 16% 8% 16.20%
The Company submitted the SBTi Near-Term
Commitment on August 15, 2023 to set a
reduction target for a period of 5 to 10 years after
the base year and meet the 1.5°C reduction path
(annual linear reduction of 4.2%). Thus, the base
year will be adjusted from 2019 to 2023 and
relevant targets will be adjusted accordingly to
meet the requirements of SBTi. Moreover, a
complete inventory of Scope 3 will be conducted
in 2023, so the carbon emission intensity
increased from 10.17 to 31.42 (metric tons
CO2e/million). As for the emission sources,
electricity purchased is the main source of
contribution, accounting for 85%–90% of total
emissions. In order to mitigate the environmental
impact of greenhouse gas emissions from the
Company’s operations, the Company continues to
promote energy conservation and carbon
reduction strategies. We have formulated a
renewable energy purchase plan and started to use
renewable energy in 2022 to achieve the net zero
commitmentby2050. Currently,the Group’s

62

Promotion item Implementation status Deviations
from the
Sustainable
Development
Best-Practice
Principles
for
TWSE/TPEx
Listed
Companies
and reasons
thereof
Yes No Summary
green power utilization rate in 2023 is estimated
to be about 16% to effectively reduce greenhouse
gas emissions. Specific measures have been set
and tracked, such as using energy-saving lamps,
replacing old air conditioners and public
equipment, making process improvement and
implementing smart manufacturing solutions. As
of the waste aspect, in response to the circular
economy, we promote waste resource utilization
and recycling, as well as achieve the goal of zero
waste landfill actively. Furthermore, we also
committed to reducing the impact of wastewater
discharge on the environment, especially the
impact of heavy metals on the watershed, and
have formulated measures to control and reduce
the concentration of copper ions in the discharged
water.
The table below explains the Group’s water
consumptionand totalwaste: (Unit: tCO2e)
Item
2021
2022
2023
Water
consumption
7,443,736
7,674,670
6,932,929
Total weight
ofwaste
67,852
67,976
56,463
For detailed greenhouse gas inventory, water
consumption, and waste reduction data, please
refer to our Sustainability Report.
(The complete assurance information will be
disclosed in the Sustainability Report)
(V) Implementation of climate-related information
The Company’s implementation of climate-related information is detailed below. Please refer to the
following key summaries. For more detailed contents, structure and information on the Company’s
response to climate change, please refer to the sustainability report.
1. Describe the monitoring and governance of climate-related risks and opportunities by the Board of
Directors and the management.
Climate change has become a major issue affecting the Company’s sustainable development. In order
to respond to this cautiously, the governance structure has been established at three levels. Each level is
responsible for a different function, leading the direction and supervising the effectiveness from top to
bottom, and accomplishing implementation and reporting on progress and obstacles from bottom to top
to achieve a management cycle of continuous improvement.
(1) Board of Directors
The Board of Directors is the highest governance body. Through the Company’s risk management
mechanism,it receives regular reports on climate change action strategies and risk management

63

Promotion item Implementation status Implementation status Implementation status Deviations
from the
Sustainable
Development
Best-Practice
Principles
for
TWSE/TPEx
Listed
Companies
and reasons
thereof
Yes No Summary
measures, and confirms the reports, implementation obstacles, and performance results to effectively
supervise the progress and resource allocation. For example, regarding greenhouse gas emission, the
Board of Directors listens to the progress briefings and performance results every quarter to
demonstrate effective supervision and control.
(2) Sustainable Development Committee
The Chairman appointed Vice President Sheng-Hsien Lin to serve as the chair of the Committee, and
the top executives of the departments serve as the members. The chair convenes meetings on
sustainability issues, including climate change issues. Operationally, the Sustainable Development
Committee coordinator regularly summarizes the energy management, water resource utilization,
greenhouse gas emissions, and climate and environmental trend issues proposed by the “EHS Team”
and “Energy Management Team.” He/she also submits and summarizes the climate change risks and
opportunities identified by all the units.
The Sustainability Committee reviews, formulates and promotes climate change action strategies and
risk management measures based on the climate and environmental trend issues and the results
identified by each unit. It confirms short-term, medium-term and long-term plans and manages
performance evaluation results for subsequent reporting to the Chairman and Board of Directors.
2. Describe how the identified climate risks and opportunities affect the business, strategy and finance of
the Company (short-term, medium-term, and long-term).
As for the assessment of the financial or operational significance of climate change risks and
opportunities, the professionalism and experience and the characteristics of the industry as well as the
analysis of climate change issues proposed by the advisors and experts are used as the basis to identify
risk issues such as “increased pricing of greenhouse gas emissions,” “persisting high temperature,” and
“use of new technologies.” The impact on the Company’s business, strategy and finance is described
below:
(1) “Increased pricing of greenhouse gas emissions”
A. Short-term and medium-term impact on business, strategy, and finance:
I. As for the greenhouse gas emissions from transportation, affected by the interaction of carbon
expense and the replacement with low-carbon transportation equipment, the cost of raw
materials for transportation has increased.
II. As for the greenhouse gas emissions from products and processes, the operating cost is affected
due to carbon footprint calculation, carbon expense, equipment replacement, and promotion of
low-carbon materials.
B. Long-term impact on business, strategy, and finance:
I. The cost of raw materials is increased and thus the operating cost is affected due to
environmental taxes (e.g. carbon border tax) or low-carbon material and technology
applications.
II. In order to comply with the trend of net zero emissions, the law continues to introduce strong
energy conservation and carbon reduction requirements. For example, products must meet the
low-carbon level, or product carbon footprint must be indicated. Therefore, product or process
design will continue to affect the cost of raw materials and the research and development of
low-carbon technologies, and there will be the risk of crowding out by laws and the market.
(2) “Persistent high temperature”
A. Short-term and medium-term impact on business, strategy, and finance:
As the climate model shows that temperature and rainfall fluctuategreatly,it is estimated that the

64

Promotion item Implementation status Implementation status Implementation status Deviations
from the
Sustainable
Development
Best-Practice
Principles
for
TWSE/TPEx
Listed
Companies
and reasons
thereof
Yes No Summary
carbon peaking and the ecosystem are interconnected, resulting in a possible increase in business,
strategic and financial impact, but it is still controllable:
I. The temperature in summer and autumn is generally high. The renewable energy system is not
yet available and this results in a lack of power consumption and the possibility of power
shortage and rationing is increased.
II. Raw material inventory or procurement delay.
III. Factory sites are prone to impact on labor safety, such as continuous high temperature in the
factory site, heat stroke or personnel difficulty concentrating and tired, resulting in increased
frequency or severity of occupational injuries.
IV. The increase in air temperature may affect the temperature and power consumption stability of
the process water, which in turn affects the Company’s product yield, output stability and the
scrap rate as well as the cost of raw materials and spare parts.
V. Postponement in the estimated time of product delivery.
B. Long-term impact on business, strategy, and finance:
Greenhouse gas emissions are stably controlled. Temperature and rainfall have been simulated for
a long time and are stable similar to those in normal years. The possibility of flooding and the
impact can be predicted. The impact on raw materials, design, transportation, production process
and business operation can be controlled, and thus business, strategy and finance are expected to
remain stable.
(3) “Using new technologies”
A. Short-term and medium-term impact on business, strategy, and finance:
I. Actively evaluate and develop the applications of low-carbon materials.
II. Develop and design corresponding low-carbon technologies and manufacturing processes for
low-carbon materials.
III. Promote carbon footprint inventory for specific products.
IV. Search for low-carbon energy or transportation with lower greenhouse gas emissions.
B. Long-term impact on business, strategy, and finance:
I. Continue to evaluate and develop the applications of low-carbon materials.
II. Continue to develop and design corresponding low-carbon technologies and manufacturing
processes for low-carbon materials, and enhance brand strategy and popularity.
III. Strive for preferential policies for design and manufacturing processes to obtain greenhouse
gas emission or net zero emission credits.
IV. Promote carbon footprint inventory for all products.
3. Describe the financial impact of extreme climate events and transformation actions.
(1) Extreme climate events
Although there have been no significant extreme weather events such as the “continued high
temperature” risk identified above, if they should occur, it is estimated by the Company that it will
affect the financial position of more than NT$10 million but less than NT$100 million. It is still
within the range that the Company’s financial health can withstand.
(2) Transformation actions
The Company expects stakeholders (e.g. customers) to adopt new technologies in advance due to
regulations or government requirements, and deploy and promote the transformation action plan in
advance. The positive growth of the business and strategy will have a significant impact on the
Company’sfinancialposition.Thereisasignificantopportunityfor allor apartof theimprovement,

65

Promotion item Implementation status Implementation status Implementation status Deviations
from the
Sustainable
Development
Best-Practice
Principles
for
TWSE/TPEx
Listed
Companies
and reasons
thereof
Yes No Summary
(The sales amount reaches NT$10 million or more), or the Company may have a profit-making
period of 2 to 3 years ahead of the market.
4. Describe how climate risk identification, assessment, and management processes can be integrated into
the overall risk management system.
(1) Climate change risk issues must be managed through an independent identification, evaluation, and
management process, which is controlled by the Company’s internal risk management mechanism.
Each unit must identify the climate change risk materiality, management measures, obstacles, and
performance results, which are summarized to the coordination staff of the Sustainable
Development Committee and the meetings of the two functional teams – “EHS Team” and the
“Energy Management Team.” The contents of the discussions, formulated strategies, and risk
management measures must be submitted to the Sustainability Committee for review, formulation,
and promotion of climate change action strategies and risk management measures. The committee
must confirm short-term, medium-term, and long-term plans and manage performance evaluation
results. Finally, the Board of Directors, as the highest governance unit, must supervise the
implementation and performance results of the climate change action strategies and risk
management measures through risk management reports, audit reports, and quarterly performance
evaluation results to ensure the effective management and control of major climate change risk
issues.
(2) As for the major climate risk issues of “increased pricing of greenhouse gas emissions” and
“persisting high temperature” identified in the current year, the impact on the Company’s business
and operations will be confirmed on a rolling basis through the front-end operation procedures,
internal professional technology, resources and manpower, combined with practical experiences,
market changes, and the results of the trend analysis made by external experts. Accordingly, we will
adjust risk management measures for major climate change risk issues to cope with risks, and
evaluate whether to initiate risk treatment, transfer, or accept evaluation.
5. If a scenario analysis is used to evaluate the resilience in the face of climate change risks, the
scenarios, parameters, assumptions, analysis factors and main financial impacts used shall be stated.
The conditions are based on Taiwan, where the headquarters is located. In view of the Taiwanese
government’s active promotion of climate change response, greenhouse gas reduction, carbon fee
collection, and the development of green and low-carbon technologies, the TaiESM1 climate
calculation model is used and the RCP 4.5 greenhouse gas stabilization scenario is adopted. The
estimated temperature and rainfall trends are: 24.9°C and 6.3 mm/day in 2030; 25.1°C and 5.2 mm/day
in 2050. (Taiwan Climate Change Projection Information and Adaptation Knowledge Platform)
Based on the comprehensive estimate of the Company, the financial impact will be more than NT$10
million but less than NT$100 million, which is still to the extent that the Company’s financial health
can withstand.
6. If there is a transformation plan in response to the management of climate-related risks, describe the
contents of the plan, and the indicators and targets used to identify and manage physical risks and
transformation risks.
(1) Physical risk
A. Short-term and medium-term transformation plan
I. Allocate budgets to continuously activate the replacement mechanism for energy-intensive
equipment and operations.

66

Promotion item Implementation status Implementation status Implementation status Deviations
from the
Sustainable
Development
Best-Practice
Principles
for
TWSE/TPEx
Listed
Companies
and reasons
thereof
Yes No Summary
II. Plan energy storage equipment or UPS facilities to cope with shortage of electricity quota
during the power rationing period.
III. Discuss the insurance coverage and the terms and conditions of insurance with the insurance
company, and even discuss new types of insurance products in order to address the risks.
B. Long-term overall transformation plan
I. Use waterproof gates in some areas, and enlarge drainage systems to address the risk of
flooding.
II. Continue to plan the energy storage equipment or UPS facilities to cope with shortages of
electricity quota during the power rationing period; plan the proportion of renewable energy to
reduce or avoid the time or extent of production suspension due to power rationing.
III. Cooperate and share risk warning, intelligence and surveillance with strategic alliances or
academic institutions, and communicate with them.
IV. Regularly train employees on emergency response mechanisms.
(2) Transformation risk
A. Short-term and medium-term transformation plan
I. Actively collect information on low-carbon technologies, and actively research and develop
low-carbon technologies or manufacturing processes either independently or collaboratively.
II. Continue to commission a third-party independent unit to conduct greenhouse gas emission
verification in accordance with ISO 14064-1, fully summarize the organization’s overall
greenhouse gas emission conditions, and follow the scientific reduction methods based on the
Science Based Targets (SBT) to set concrete and feasible carbon reduction targets. We will
continue to accumulate practical experience and introduce tools for carbon footprint
assessment and promotion.
III. Establish the Company’s carbon fee, greenhouse gas emission quota, and carbon pricing
analysis strategy; also, evaluate the greenhouse gas reduction plan, and strive for preferential
policy measures.
IV. Purchase competitive renewable energy; purchase carbon right certificates for the greenhouse
gas emissions that cannot be reduced.
V. Allocate budgets to continuously activate the replacement mechanism for energy-intensive
equipment and operations.
B. Long-term overall transformation plan
I. Continue to optimize the Company’s carbon fee, greenhouse gas emission quota, and carbon
pricing analysis strategy; also, improve the greenhouse gas reduction plan.
II. Continue to purchase competitive renewable energy and increase the proportion. Purchase
carbon credit certificates for greenhouse gas emissions that can no longer be reduced, and it is
expected to achieve the goal of net zero carbon emission in the future.
(3) The indicators and targets of physical risks and transition risks are as follows:
Target
2023–2024(short term)
2025 (mediumterm)
2030 (long term)
Gas management
with the Group
(base year 2023 )
Carbon emissions
(Scope 1+2) reduced by
16.8%/year
Carbon emissions
(Scope 1+2) reduced
by 21%/year
Carbon emissions
(Scope 1+2) reduced
by 42%/year
Usage or
renewable energy
withinthe Group
Usage of green power
16.8%/year
Usage of green power
reaching 21%
Usage of green power
reaching 42%

67

Promotion item Implementation status Implementation status Implementation status Deviations
from the
Sustainable
Development
Best-Practice
Principles
for
TWSE/TPEx
Listed
Companies
and reasons
thereof
Yes No Summary
(To achieve the SBTi near-term commitment, the base year of the carbon reduction plan is adjusted from
2019 to 2023, and related targets are adjusted simultaneously.)
IV. Social issues
(I)
Does the Company
formulate relevant
management
policies and
procedures in
accordance with
relevant laws and
regulations and the
International Bill
of Human Rights?
Yes Per the internationally recognized standards and
the RBA (Responsible Business Alliance), the
Company establishes human resource policies and
is committed to safeguarding labor rights:
1.
All work must be based on a voluntary basis
(including interns), and workers have the
right to resign or terminate their labor
contracts at any time with reasonable notice
and will not suffer from any form of
retaliation.
2.
No child labor
3.
The Company is committed to complying
with legal requirements and the RBA
requirements. The Labor Standards Act
stipulates that workers shall not work
overtime for 46 hours per month. RBA
requires that unless it is an emergency or
unusual situation, the weekly working hours
(including overtime) shall not exceed 60
hours, and workers shall be allowed to take
at least one day off per week.
4.
The Company pays employees salaries as per
the wage laws. Relevant laws and regulations
include laws on minimum wages, overtime
hours, and legal benefits.
5.
Humane treatment and prohibition of illegal
harassment
6.
No discrimination
7.
Freedom of association
8.
Diversity of composition
9.
Offer equal job opportunities and prohibit
any form of discrimination and harassment,
and committed to a work environment free of
discrimination and harassment
10. Motivate employees to report on
discrimination, harassment, retaliation, or
threats
11. Provide an appropriate workplace for
employees
The Companyhas the “Labor Risk Assessment
No
deviations

68

Promotion item Implementation status Implementation status Implementation status Implementation status Deviations
from the
Sustainable
Development
Best-Practice
Principles
for
TWSE/TPEx
Listed
Companies
and reasons
thereof
Yes No Summary
and Handling Procedures” in place to assess
human rights risks every year and propose
specific management plans for high risks. In
terms of human rights education and training, the
RBA course (including labor, business ethics,
health and safety, and environmental issues) has
been included in the training for new recruits and
the annual mandatory training courses for all
employees.
Training
year
Class title
Participant
Training
hours
2022
RBA (EICC)
Code of
Conduct
All
employees
2239
hours/2239
employees
2022
Orientation
for new
recruits
(RBA/trade
secrets/
information
security)
New
recruits
831
hours/831
employees
Training
year
Class title Participant Training
hours
2022 RBA (EICC)
Code of
Conduct
All
employees
2239
hours/2239
employees
2022 Orientation
for new
recruits
(RBA/trade
secrets/
information
security)
New
recruits
831
hours/831
employees
(II)
Does the Company
formulate and
implement
reasonable
employee benefits
and measures
(including salary,
leave, and other
benefits), and
properly connect
its operating
performance or
results to employee
remuneration?
Yes The Company has established the “Salary
Management Rules” and the “Annual Salary
Adjustment Procedures” to adjust the salary of
employees based on their commitment,
responsibilities, performance and contribution and
taking into account their future development and
the market salary level. The Company has set out
the “Year-end Bonus Payment Rules.” Where
there is a surplus at the end of a year, it shall
allocate an amount from the earnings after tax to
thank employees’ efforts for the year. Where there
is a surplus at the end of each month, the
production/performance bonus will be distributed
as per the “Performance Breakthrough Bonus
Payment Rules.”
Two days off each week are implemented for the
indirect employees of the Company, while four
workdays and two days off each week are
implemented for the direct employees. Other
leave regulations are handled in accordance with
the Labor Standards Act and other relevant
regulations.
No
deviations
(III)
Does the Company
Yes To ensure employees’ health and safety,the No

69

Promotion item Implementation status Deviations
from the
Sustainable
Development
Best-Practice
Principles
for
TWSE/TPEx
Listed
Companies
and reasons
thereof
Yes No Summary
provide employees
with a safe and
healthy work
environment, and
provide employees
with regular safety
and health
education?
Company provides a bright and clean work
environment and conducts work environment
inspections every half year as per laws and
regulations. The inspections include
temperature/humidity, lighting, noise, and toxic
and hazardous substances. The results are all in
line with national standards and within the
allowable concentration range. The Company will
review and make improvements based on the
report results and historical records. It also
provides employees with necessary education and
training and protective equipment. Work safety
and health personnel will also visit the plant sites
from time to time to conduct inspections. They
will inspect various firefighting equipment and
measures, and guide employees for various
hazardous operations and preventive measures to
prevent employees from being exposed to
dangerous work environment and workplace.
Furthermore, it offers health examination and
special health examination for employees every
year, and provides employees with health
knowledge and the information on the
improvement to health promotion in the
workplace as advised by professional physicians.
In response to the implementation of laws related
to maternity protection, the Company has set up
several breastfeeding rooms so that employees
can have a safe environment for milk pumping
and storage in the plants. Meanwhile, pregnant
and lactating female laborers are prohibited from
engaging in dangerous or harmful work, and they
are also not allowed to work night shifts to protect
the safety of the mother and fetus.
The Company had zero fire accidents and zero
occupational injury fatalities last year. In response
to possible risks such as fire, the Company has
established emergency response management
procedures, conducted regular inspection, and
arranged personnel training. For information on
occupational accidents and improvement
measures, please refer to the Sustainability
Report.
deviations
(IV)
Does the Company
Yes Employees are invaluable assets,and the No

70

Promotion item Implementation status Deviations
from the
Sustainable
Development
Best-Practice
Principles
for
TWSE/TPEx
Listed
Companies
and reasons
thereof
Yes No Summary
establish an
effective career
development and
training program
for employees?
Company puts great emphasis on a complete
talent training plan. To provide employees with
complete education and training, the training
sessions below are offered, including the
following three levels of sessions, new employee
training, general training, and professional
training. The types of training include on-the-job
training, off-the-job training, and personal
training. The Gold Circuit Book Club is organized
to enhance the corporate culture and teamwork.
The Company has introduced the e-learning My
Class Academy to provide employees with more
diversified and flexible learning methods in
conjunction with the functional planning, so that
employees can learn on their own.
deviations
(IV)
Does the Company
comply with
relevant laws and
international
standards with
regard to the issues
such as customers’
health, safety and
privacy, marketing,
and labeling for its
products and
services and
establish relevant
policies and
complaint
procedure to
protect the rights of
the consumers and
customers?
Yes The Company is a midstream PCB manufacturer
for various electronic products, and its
downstream customers are suppliers of various
electronic products. Products are not sold directly
to consumers. However, promotion materials and
advertisements are subject to legal confirmation
before they are released outward. Products are
also inspected in accordance with regulations and
customer requirements. All employees are
required to undergo awareness training on
personal information laws, business secrets, and
information security awareness to protect
customer privacy.
Customer First has always been an important
policy of the Group. We have established clear
channels and procedures for customer complaints
to achieve speedy response.
No
deviations
(VI)
Does the Company
establish the
supplier
management policy
to require suppliers
to comply with
relevant
regulations on
issues of
environmental
Yes The Company not only requires itself to practice
ESG, but also expects to work with suppliers to
fulfill its social and environmental responsibilities
and follow international procurement practices.
Every year, suppliers are required to sign back the
RBA letter of commitment. The rate of return
from the top 30 suppliers is greater than 99%.
For new suppliers, the Company will first
evaluate whether they have passed ISO 9001,
ISO 14001,and IATF 16949certification and
No
deviations

71

Promotion item Implementation status Implementation status Implementation status Deviations
from the
Sustainable
Development
Best-Practice
Principles
for
TWSE/TPEx
Listed
Companies
and reasons
thereof
Yes No Summary
protection,
occupational safety
and health, or labor
rights, and the
status of
implementation?
review their supporting documents, which shall
be valid for at least one month before the
expiration date, and audit the suppliers annually
as per the “Supplier Evaluation Form.”
The purchasing unit shall proceed as per the
“Procedures for the Control of the Prohibition of
Hazardous Substances (HS).” If a supplier
violates the relevant control regulations, it shall
not be listed as a qualified HFS supplier.
To promote social responsibility and RBA to
suppliers at the next tier, the Company regularly
communicates relevant policy and offers
education and training to suppliers. The content of
training includes: A. Introduction to RBA
B. Greenhouse gas control targets
C. RBA actions that should be taken bysuppliers
V. Does the Company
refer to the
international
standards or
guidelines for report
preparation to
prepare
sustainability reports
and other reports that
disclose its
non-financial
information? Have
the aforesaid reports
been assured or
certified by a
third-party
verification agency?
Yes The Company prepares the Sustainability Report
with reference to the internationally accepted GRI
standards. The report has been certified by the
third party BSI since 2023. For the certification
information, please refer to the Sustainability
Report on the website of the Company.
No
deviations
VI. In the event that the Company has established sustainable development best-practice principles in
accordance with the “Sustainable Development Best-Practice Principles for TWSE/TPEx Listed
Companies,” please describe the deviations between the implementation and the established
principles: Compliance with the Sustainable Development Best-Practice Principles for
TWSE/TPEx Listed Companies.
For the sustainable development and the implementation of corporate social responsibility of the
Company, please refer to our Sustainability Report.
VII. Other important information helpful to understand the implementation status of the sustainable
development:

72

Promotion item Implementation status Implementation status Implementation status Deviations
from the
Sustainable
Development
Best-Practice
Principles
for
TWSE/TPEx
Listed
Companies
and reasons
thereof
Yes No Summary
1. Gold Circuit is committed to abiding by the RBA Code of Conduct (formerly known as EICC), setting
targets for labor, environment, health, safety, and ethics issues, and continuing to follow up and
improve. The Taiwan Plant, Suzhou Plant, Changshu Plant No. 1, and Changshu Plant No. 2
underwent RBA-VAP audits in 2022 and won the silver medal. Additionally, the group audited 47
suppliers (including manpower dispatch agencies) in 2022, in the social and environmental part, and
required them to continue implementation and improvement so as to realize its commitment to
corporate sustainable development together with suppliers.
2. The company is actively implementing energy conservation and carbon reduction projects, updating
the group’s LED lighting equipment, and launching energy conservation improvement projects, such
as the replacement of energy-consuming equipment. Through the awareness of energy conservation
cultivated by providing training continuously, and the adjusted energy-efficient working mode, the
total emissions of the Group increase slightly due to an increase in the production capacity, but we will
make improvements continuously. The Company has purchased and used renewable energy since
2022. The relevant data are shown in the table below: (Please refer to the Sustainability Report for the
Company for other data on carbon reduction and related actions.)
Plant
Number of
certificates
Total electricity
consumption in
2023 (kWh)
Renewable energy
consumption (kWh)
Proportion of
renewable
energy
Carbon
reduction
(tCO2e)
Taiwan
10,938
177,346,371
11,373,000
6%
5,629
Mainland
China
4
323,023,650
69,700,000
22%
39,750
3. It also continues to reduce and recycle waste electronic products and consumables (with an annual
recycling rate of more than 90%) to mitigate environmental pollution and hazards.
4. For water resources, it continues to recycle and reuse the water discharged from the processes to
reduce the impact on the environment, and is committed to achieving an annual recycling and reuse
target of 12%. (For details, please refer to the Sustainability Report of the Company) .
5. Upholding the highest safety standards for the plants, and cooperating with Taiwan’s and China’s
government to implement various fire protection measures, the Company’s plants won the Excellent
Performance Medal from the Industrial Development Bureau of the Ministry of Economic Affairs in
2018. Also, it won the Badge of Accredited Healthy Workplace from the Ministry of Health and
Welfare in 2019 and 2021, which has once again proved that the Company attaches great importance
to employees’ health and safety.
6. The Company puts great emphasis on the cultivation and development of talents. In 2023, it was
recognized by the Bureau of Employment and Vocational Training, Council of Labor Affairs,
Executive Yuan,and certified with the bronze certificate bythe Taiwan Training QualitySystem
Plant
Number of
certificates
Total electricity
consumption in
2022(kWh)
Renewable energy
consumption
(kWh)
Proportion of
renewable
energy
Carbon
reduction
(tCO2e)
Taiwan
0
174,625,600
0
0
0
Mainland
China
16
352,527,853
36,516,000
10.36%
20,825

73

Promotion item Implementation status Implementation status Implementation status Deviations
from the
Sustainable
Development
Best-Practice
Principles
for
TWSE/TPEx
Listed
Companies
and reasons
thereof
Yes No Summary
(TTQS) as it improved the effectiveness of various internal training sessions and enhanced its overall
competitiveness. The Company has launched a number of training projects to give employees the
opportunity to be exposed to a variety of production tools and management approaches, and to
increase the exchange of different learning experiences and experiences in technical services between
departments, so as to continuously improve human resources.
7. Mainly supported the disadvantaged, offered emergency relief and disaster assistance, and engaged in
education promotion. Put into practice the Company’s philosophy of humane care to reach the higher
ground through the action below. The details of donations in the last two years are as follows:
2023
Organization
Amount
(NT$)
Andrew
3,000,000
National TaiwanUniversityHospital
1,400,000
Friends of the Police Association
200,000
Taiwan LittlePeopleAssociation
200,000
Medecins Sans Frontieres Foundation
500,000
Christian MountainChildren’sHome
1,000,000
Saint Joseph Society Welfare Foundation
800,000
“Environmental Charity Project” of TPCA
EnvironmentFoundation
40,000
2022
Organization
Amount
(NT$)
Andrew CharityAssociation
2,000,000
Christian Mountain Children’s Home
1,000,000
National Taiwan University Hospital
1,000,000
Anti-epidemic supplies, Taoyuan City
Government
496,800
Friends of the Police Association
200,000
“Environmental Charity Project” of TPCA
Environment Foundation
40,000
8. In addition to the investment in social welfare, the Company has completed the intention of
cooperation with Godot Culture and Media Ltd. in 2022. In 2023, the Company invested NT$1 million
in cultural promotion projects and sponsored the release of the TV series “The Cleaner” to
communicate this story of reconciliation, pardon and love continue to spread to everyone.
9. The Company actively participates in the activities organized by the district office, neighborhood
office, and community development association to maintain good interaction. The treated effluents
from Taiwan Plant are discharged into the nearby arena. The Company is aware of the environmental
risks we may pose to the nearby community. Therefore, the Company provides regular effluent
inspection reports to the head of the neighborhood and monitors residents’ health and environmental

74

Promotion item Implementation status Implementation status Implementation status Deviations
from the
Sustainable
Development
Best-Practice
Principles
for
TWSE/TPEx
Listed
Companies
and reasons
thereof
Yes No Summary
conditions at all times. The Company also works with the head of the neighborhood to actively
participate in the adoption activity of Clean Air Quality Zones organized by the Environmental
Protection Administration of the Executive Yuan. The Company received the 2021 Clean Air Zone
Adoption – Sustainable Care Award from the Environmental Protection Administration, Executive
Yuan.
10. In terms of gender equality, in 2023, female employees of the Taiwan Plant accounted for
approximately 47.2%, and 36.2% of the plants in China. Female managers of the Taiwan Plant
accounted for 36.1%, and 21.2% of the plants in Mainland China. In 2023, relevant indicators and
plans were formulated to continue to promote protection measures for the working environment and
health and safety of women, as well as education, training, and promotion mechanisms to enhance
women’s strength in the workplace.
11. Related licenses of the Company and their effective periods
No.
Standard
Taiwan Plant Suzhou Plant
Changshu Plant
No. 1
Changshu
Plant No. 2
1
IS0 9001:2015
2026.04.25
2024.06.04
2025.07.12
2026.04.24
2
ISO 14001:2015
2024.08.20
2026.10.20
2025.08.09
2026.04.24
3
ISO45001:2018
2026.09.30
2026.01.22
2025.08.03
2026.04.25
4
QC080000:2017
2025.05.21
2026.07.02
2025.09.22
2026.08.28
5
ISO/IEC 27001:
2013
2025.10.31
NA
NA
NA
6
IATF 16949:2016
2024.10.23
NA
2024.03.09
2024.03.09
7
ISO 50001:2018
2024.11.23
2025.12.18
2025.01.25
2025.03.13

75

  1. Implementation of ethical management and deviation from the Ethical Corporate Management Best-Practice Principles for TWSE/GTSM Listed Companies and the reasons thereof.
thereof.
Assessment criteria Implementationstatus Deviations
from Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/GTSM
Listed
Companies
and the
reasons
thereof
Yes No Summary
I.
Enactment of ethical
management policy and
program
(I)
Does the Company
formulate an ethical
management policy
approved by the board of
directors and clearly indicate
the ethical management
policy and practice in rules
and external documents?
Are the board of directors
and the senior management
committed to implementing
said policy actively?
(II)
Does the Company establish
a risk assessment mechanism
against unethical conduct,
analyze and assess on a
regular basis business
activities within their
business scope which are at
a higher risk of being
involved in unethical
conduct, and establish a
prevention program
accordingly with the
inclusion of the preventive
measures against each
behavior specified in
Paragraph 2, Article 7 of the
“Ethical Corporate
Management Best-Practice
Principles for TWSE/GTSM
Listed Companies”?
Yes
Yes

The Company has formulated the
Ethical Corporate Management
Best-Practice Principles, which clearly
stipulates that directors, managers, and
employees shall not directly or
indirectly provide, promise, request, or
accept any improper benefits in the
course of doing business. Both the
Board of Directors and the management
are actively committed to the
management policy.
The Company has set out the “Ethical
Risk Assessment and Handling
Procedures” and rates each risk
high/medium/low/minor as per the risk
level, and reports and controls them in
accordance with the operating
procedures. The annual improvement
targets are discussed and the annual risk
targets are set at the annual management
review meeting.
No deviations
No deviations

76

Assessment criteria Implementationstatus Implementationstatus Implementationstatus Deviations
from Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/GTSM
Listed
Companies
and the
reasons
thereof
Yes No Summary
(III)
Does the Company specify
the operating procedures,
behavior guidelines,
disciplinary actions for
violation, and complaint
system in the prevention
program for unethical
conduct, and implement the
program accordingly? Does
the Company review and
modify the program
mentioned above regularly?
Yes
To implement the business philosophy
and the policy of the preceding article,
the Company has formulated the
Business Ethics and the “Ethical Risk
Assessment and Handling Procedures”
to establish the operating procedures,
behavior guidelines, disciplinary actions
for violations, and a grievance system so
as to strengthen relevant preventive
measures.
No deviations
II.
Implementation of ethical
corporate management
(I)
Does the Company assess if
its counterparties’ record of
ethical conduct and specify
the ethical conduct clause in
the contracts that it signs
with its counterparties?
(II)
Does the Company establish
a dedicated unit under Board
of Directors to promote
ethical corporate
management and to report on
the ethical management
policy, prevention program of
unethical conduct, and status
of supervision to Board of
Directors regularly (at least
once a year)?
(III)
Does the Company formulate
policies to prevent conflicts
of interest, provide
appropriate channels for
opinions, and implement
them accordingly?
Yes
Yes
Yes




The Company’s business ethics,
procurement policy, and work rules for
employees all contain the clauses of
ethical conduct.
The Company’s Chairman’s Office
compiled the information on the ethical
corporate management policy,
prevention program, supervision, and
implementation thereof and reported it
to the Board of Directors on November
9, 2023.
The Chairman’s Office completed the
investigation report within one month
after accepting a suspected bribe
acceptance/bribery case, and put forth
disciplinary actions.
No deviations
No deviations
No deviations

77

Assessment criteria Implementationstatus Implementationstatus Implementationstatus Deviations
from Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/GTSM
Listed
Companies
and the
reasons
thereof
Yes No Summary
(IV)
Does the Company establish
an effective accounting
system and internal control
system to implement ethical
management and draft
relevant audit plans by the
internal audit unit based on
the risk assessment results of
the unethical conduct? Does
the compliance of prevention
program for the unethical
conduct audited accordingly
by the internal audit unit or
CPAs appointed?
(V)
Does the Company organize
internal and external
education and training on
ethical corporate
management regularly?
Yes
Yes


The Company formulated Business
Ethics Supervision Operation
Regulations on September 1, 2004 and
other relevant operating procedures:
1. It also conducts the risk assessment
of labor and corporate ethics every
year, and the result of the 2023
assessment was low risk.
2. The number of reports received
through internal and external
whistleblowing and grievance
channels in 2023 was 0
3. The number of reports received
related to violations of business
ethics and ethical corporate
management in 2023 was 0
The Company’s human resources
department puts forth execution plans
and reports them to the management
every year as per the business ethics
policy to engage in continuous
improvement. The Company organizes
internal training sessions regularly, such
as Business Ethics and RBA training
sessions to suppliers.
No deviations
In line with
the Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/GTSM
Listed
Companies
III.
The operation of the
whistleblowing system
(I)
Does the Company formulate
a specific whistleblowing and
reward system, and establish
an accessible whistleblowing
channel, while designating
personnel to be responsible
for investigating accused
parties?
Yes The Company has established a
whistleblowing and reward system to
clearly stipulate the whistleblowing
channels to accept reports of suspected
bribe acceptance/bribery and other
unethical conduct:
Point of contact: Sheng-Hsien Lin,
Chairman’s Office
Hotline: 03-4612541-21211
Email:[email protected]
No deviations

78

Assessment criteria Implementationstatus Deviations
from Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/GTSM
Listed
Companies
and the
reasons
thereof
Yes No Summary
(II)
Does the Company formulate
standard operating
procedures for the
investigation of the matters
reported, follow-up measures
to be taken after the
investigation is completed,
and relevant confidentiality
mechanisms?
(III)
Does the Company take
measures to protect
whistleblowers from being
improperly handled due to
whistleblowing?
Yes
Yes



The Company has formulated the
Ethical Risk Assessment and Handling
Procedures and the Rules of Reporting
Violations and Protective Measures for
Whistleblowers.
The specific measures to protect the
whistleblowers include: confidentiality
of the whistleblower reports,
investigation records and other
information that can sufficiently identify
the whistleblower, with appropriate
notes on the file and kept separately for
retention. Any unreasonable disclosure
of the Company’s related rights and
interests shall be punished according to
the Company’s Employee Work Rules.
The Company’s Rules of Reporting
Violations and Protective Measures for
Whistleblowers contain clear provisions
regarding whistleblowers’ identity and
safety. Anyone who informs in good
faith about a breach of ethics, suspected
violation of the law, or any other
improper act will be kept confidential of
the whistleblowing contents and identity
information, and will not suffer any
form of retaliation (or threat of
retaliation) or unfair treatment. If
anyone believes that he/she has suffered
retaliation (or threats or harassment) due
to the abovementioned behavior, he/she
shall report to the Human Resources
Department, which shall take
appropriate measures to protect the
whistleblower.
No deviations
No deviations

79

Assessment criteria Implementationstatus Implementationstatus Implementationstatus Deviations
from Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/GTSM
Listed
Companies
and the
reasons
thereof
Yes No Summary
IV.
Enhanced information
disclosure
Does the Company disclose
on its website and MOPS the
content and effectiveness of
implementation of its Ethical
Corporate Management
Best-Practice Principles?
Yes The Company discloses its ethical
corporate management policy and
procurement policy on its website,
which clearly stipulate that all business
interactions shall be conducted as per
the standards of honesty and integrity.
Any and all forms of corruption,
extortion, and embezzlement of public
funds are explicitly prohibited.
No deviations
V.
Where a company has established its own Ethical Corporate Management Best-Practice Principles
in accordance with the Ethical Corporate Management Best-Practice Principles for TWSE/GTSM
Listed Companies, please specify the difference between its operations and the principles
formulated:
The Company has established the Business Ethics in accordance with the Ethical Corporate
Management Best-Practice Principles for TWSE/GTSM Listed Companies and the Business
Ethics Policy. The directors, managerial officers, and all employees of the Company have adhered
to the ethics without any violation.

80

Assessment criteria Implementationstatus Implementationstatus Implementationstatus Deviations
from Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/GTSM
Listed
Companies
and the
reasons
thereof
Yes No Summary
~~81~~
VI. Other important information to facilitate better understanding of the Company’s implementation of
ethical corporate management (e.g. the Company promotes its determination and policy of ethical
management to its business partners, invites them to participate in education and training, or
reviews and amends its ethical corporate management principles):
The Company’s human resources department puts forth execution plans and reports them to the
management every year as per the Business Ethics Policy to engage in continuous improvement.
The Company organizes internal training sessions regularly, such as Business Ethics and RBA
training sessions to top 20 suppliers.
Education and
training date
Class title
Participant
Training
hours/person-time
2023
RBA (EICC) Code of Conduct
(including labor, business ethics,
health and safety, and
environmental issues)
All employees
2239 hours/2239
employees
2023
Advocacy of corporate ethics
awareness amongemployees
All employees
2246 hours/2246
employees
2023/9/28
New Knowledge in
Law–Business Ethics (including
business secret and insider
trading)
(Online and digital courses)
Supervisors,
administrator, and
engineers (job rankings
at level 4 and above)
636 hours/636
employees
2023/3/7
Supplier conference
Top 20 suppliers, on-site
service providers, and
manpower
dispatch/human
resources agencies
132 hours/66
employees
The Company has established the “Labor Behavior and Ethics Correction and Preventive
Measures Management Procedures” to handle and investigate the actual or potential
non-compliance of labor behaviors and ethics. It shall apply to matters in violation of the
Company’s requirements of labor behavior and ethical standards, laws and regulations, the RBA
(EICC) Code of Conduct, and the social responsibility requirements as in the customer contracts.
VII. Where the Company has formulated the corporate governance principles and relevant regulations,
it shall disclose its inquiry method: Please refer to the disclosure in the financial information on the
Company’s website (http://www.gce.com.tw).
VIII. Other important information to facilitate better understanding of the operation of corporate
governance shall be disclosed together: Please refer to paragraph 7 below “Deviations from
Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons
thereof.”

Flow chart for investigation of any violation of ethics (including suspected one):

  • Whistleblower/Applicant Confirm

  • Point of contact: The top-level manager of YES whether there is the ethics office any violation of

  • 1. Decide whether to form an the law

  • investigation task force

  • 2. If yes, complete the investigation report within 1 month (extension if necessary)

  • 3. If true, put forth disciplinary actions for the parties who violated the ethics

  • 4. If true, award the whistleblower an YES appropriate reward Company administrative procedures: 1. In event of violation of the law or violation of fair competition, the relevant information shall be handed over to the police, and notify the whistleblower of this measure

  • 2. Ensure the safety and confidentiality of the whistleblower to prevent retaliation

  • 3. Request for suspension/transfer of the person involved if necessary

  • 4. Terminate contracts and refuse to do business with suppliers, customers, and business counterparties involved in unethical conduct

  • 5. Review the completeness of the process, system, and penalty/reward mechanism

  • 6. Re-arrange corporate ethics training 7. Public relations: Single point of contact

Notify the whistleblower/applicant of the results and inform the reapplication channel

82

  1. The matters below shall be disclosed for implementation status of the internal control system:

  2. (1) Statement on Internal Control.

GOLD CIRCUIT ELECTRONICS LTD. Statement on the Internal Control System

Date: March 12, 2024

It is hereby declared that results of self-assessment of the Company’s internal control system for 2023 are as follows:

  • I. The Company is aware that the establishment, execution, and maintenance of its internal control policies are the responsibilities The Company’s Board of Directors and managers. These policies were implemented throughout The Company. The purpose is to provide reasonable assurance on the achievement of operating effectiveness and efficiency (including profits, performance, and assets safeguarding), reporting matters with reliability, timeliness, and transparency, and compliance with the relevant law and regulations.

  • II. Internal control policies are prone to limitations. No matter how robustly designed, effective internal control policies merely provide reasonable assurance to the achievements of the three goals above. Furthermore, environmental and situational changes may affect the effectiveness of internal control policies. However, self-supervision measures were implemented within The Company’s internal control policies to facilitate immediate rectification once procedural flaws have been identified.

  • III. The Company has based on the criteria of the internal control system effectiveness in the “Regulations Governing the Establishment of Internal Control System by Public Companies” (hereinafter referred to as the Regulations” hereinafter) to determine the effectiveness of the internal control system design and implementation. The criteria introduced by “The Governing Principles” consisted of five major elements, each representing a different stage of internal control: 1. Control environment, 2. Risk evaluation and response, 3. Procedural control, 4. Information and communication, 5. Supervision. Each element further contains several items. Please refer to “The Governing Principles” for details.

  • IV. The Company adopted the abovementioned criteria to evaluate the effectiveness of its policy design and execution.

  • V. The Company based on the assessment results in the preceding paragraph believes that the Company’s internal control system (including the supervision and management of subsidiaries) as of December 31, 2023, including the achievement of operating effectiveness and efficiency, reporting matters with reliability, timeliness, transparency, and compliance with the relevant specifications, and the compliance with the relevant law and regulations, and the relevant internal control system design and implementation, is effective and is able to reasonably ensure achieving the objectives above.

  • VI. This statement forms part of the main contents of the company’s annual report and prospectus, and shall be disclosed to the public. Any misrepresentation or concealment of the aforementioned disclosures shall be liable to violation of Articles 20, 32, 171 and 174 of the Securities and Exchanges Act and the legal consequences thereof.

  • VII. The Statement on the Internal Control System was approved at the Board of Directors

83

meeting on March 12, 2024 without any objection from any of the 10 directors present. The attending directors approved the Statement on the Internal Control System unanimously.

GOLD CIRCUIT ELECTRONICS LTD.

Chairman: Chen-Tse Yang Signature/Seal

President: Chen-Tse Yang Signature/Seal

  • (2) Where CPAs are appointed to conduct ad-hoc review of the internal control system, the review report issued by the CPAs shall be disclosed: None.

84

  1. In the last year and as of the publication date of the annual report, where the Company and its internal personnel have been punished in accordance with the law, or the Company has imposed penalties on its internal personnel for violations of the internal control system, the main deficiencies and improvements: None.

  2. Important resolutions of the shareholders’ meeting and board meetings in the last year and as of the date of the publication of the annual report:

(1) Important resolutions of the 2023 shareholders’ meeting, attendance, and implementation:

Item
No.
Resolution Attendance Implementation status
1 Ratified the Company’s
2022 financial statements
Attending shareholders
representing 93.22% of the
voting rights present passed
the proposal as proposed
Announced and reported in
accordance with the regulations.
2 Ratified the Company’s
2022 earnings distribution
as cash dividend of
NT$3.5
Attending shareholders
representing 93.3% of the
voting rights present passed
the proposal as proposed
The ex-dividend date was set on
April 20, 2023, and the payment
was completed on May 12, 2023.

(2) Important resolutions of the Board of Directors:

) Important resolutions of the Board of Directors:
Date of
meeting
Important resolution
1.10.2023
(9th meeting)

1. Ratio of 2022 employee remuneration to directors’ remuneration
2. Review of the resolutions adopted at the 5th meeting of the current Remuneration
Committee
3. Amendments to the “Rules of the Performance Evaluation of the Board of Directors”
4. Capital reduction of the subsidiary Goldex Holding Limited
5. Appointment of the new Chief Auditor and Chairman’s Special Assistant
6. Application to the bank for financing facilities and guarantees.
Independent director’s opinions: None
The Company’s response to such opinions: The independent directors have no other
opinions on this case.
Resolution: Approved unanimously by all directors present at the meeting; implemented
in accordance with the resolution and the laws and regulations .
3.09.2023
(10th
meeting
)
1. The Company’s 2022 financial statements and business report
2. Distribution of remuneration to employees and directors for 2022
3. The Company’s earnings distribution for 2022
4. The Company’s distribution of cash dividends for 2022
5. Amendment to the “Rules of Procedure for Board Meetings”
6. Determination of the date, time, place, and main contents for the 2022 annual
shareholders’ meeting.
7. Evaluation of CPA’s independence for 2023
8. Issuance of the Statement on Internal Control.
9. Application
to
the
bank
for
financing
facilities
and
provision
of
endorsement/guarantee to subsidiaries
10. By-election of one independent director, the period for accepting the nomination of
candidates, the number of seats to be elected, and the location for accepting the
nomination
11. The name list of independent director candidates presented by the Board of Directors
Independent director’s opinions: None
The Company’s response to such opinions: The independent directors have no other
opinions onthis case.

85

Date of
meeting
Important resolution
Resolution: Approved unanimously by all directors present at the meeting; implemented
in accordance with the resolution and the laws and regulations.
5.11.2023
(11th
meeting
)
1. The Company’s consolidated financial statements for 2023 Q1
2. Establishment of the subsidiary in Thailand
3. Application to the bank for financing facilities and provision of endorsement/guarantee
to subsidiaries
4. Newly appointed Procurement Vice President of the Company and Factory
Manager/Assistant Vice President of the Suzhou Plant
Independent director’s opinions: None
The Company’s response to such opinions: The independent directors have no other
opinions on this case.
Resolution: Approved unanimously by all directors present at the meeting; implemented
in accordance with the resolution and the laws and regulations .
8.10.2023
(12th
meeting)
1. The Company’s financial report for the first half of 2023
2. The Remuneration Committee regularly reviews relevant remuneration measures and
resolutions
3. Application to the bank for financing facilities and provision of endorsement/guarantee
to subsidiaries
Independent director’s opinions: None
The Company’s response to such opinions: The independent directors have no other
opinions on this case.
Resolution: Approved unanimously by all directors present at the meeting; implemented
in accordance with the resolution and the laws and regulations.
9.7.2023
(13th
meeting)
1. Proposal to issue the 2nd domestic unsecured convertible corporate bonds
Independent director’s opinions: None
The Company’s response to such opinions: The independent directors have no other
opinions on this case.
Resolution: Approved unanimously by all directors present at the meeting; implemented
in accordance with the resolution and the laws and regulations.
11.9.2023
(14th
meeting)
1. Review of Company’s consolidated financial statements for 2023 Q3.
2. Review of the 2024 Annual Audit Plan
3. Application to the bank for financing facilities and provision of endorsement/guarantee
to subsidiaries.
Independent director’s opinions: None
The Company’s response to such opinions: The independent directors have no other
opinions on this case.
Resolution: Approved unanimously by all directors present at the meeting; implemented
inaccordance withtheresolutionand thelaws andregulations.
1.23.2024
(15th
meeting)
1. Review of providing remuneration to employees and directors for 2023.
2. Resolution of year-end bonus made by the 7th meeting of the current Remuneration
Committee (2021–2024)
3. Establishment of the “Rules Governing Operations in relation to Finance and Business
between Related Parties”
4. Application to the bank for financing facilities and guarantees.
Independent director’s opinions: None
The Company’s response to such opinions: The independent directors have no other
opinions on this case.
Resolution: Approved unanimously by all directors present at the meeting; implemented
in accordance with the resolution and the laws and regulations.
3.12.2024
(16th
meeting)
1. Review of the Company’s 2023 financial statements and consolidated financial
statements.
2.Distributionof remunerationto employees and directorsfor 2023

86

Date of
meeting
Important resolution
3. Rectification of the Company’s earnings distribution for 2023
4. Distribution of cash dividends for 2023
5. Determination of the date, time, place, and main contents for the 2023 annual
shareholders’ meeting.
6. Evaluation of CPA’s independence for 2023
7. Issuance of the Statement on Internal Control.
8. Capital reduction of subsidiary.
9. Investment of the subsidiary Goldex Holding Limited in Thailand Gold Circuit
Electronics Ltd.
10. Application
to
the
bank
for
financing
facilities
and
provision
of
endorsement/guarantee to subsidiaries.
11. Re-election of all directors (including independent director), the period for accepting
the nomination of candidates, the number of seats to be elected, and the location for
accepting the nomination
12. Proposal to approve the name list of director (including independent director)
candidates presented by the Board of Directors
13. Proposal to remove the non-compete clause for some new directors
Independent director’s opinions: None
The Company’s response to such opinions: The independent directors have no other
opinions on this case.
Resolution: Approved unanimously by all directors present at the meeting; implemented
inaccordance withtheresolutionand thelaws andregulations.
  1. In the last year and up to the publication date of the annual report, directors or supervisors have different opinions on important resolutions passed by the Board of Directors on record or in a written statement: None.

  2. Summary of the resignation and dismissal of relevant persons of the Company:

  3. (I) A summary of the resignation and dismissal of the Company’s Chairman, President, accounting manager, financial manager, internal chief auditor, and R&D manager in the last year and up to the publication date of the annual report:

Summary of the resignation and dismissal of relevant persons of the Company

January 10, 2023
Job title Name Date of
inauguration
Date of
dismissal
Reasons for resignation
and dismissal
Chief auditor Chun-Hung
Kuo
2015.11.12 01.10.2023 At retirement age
  • IV. Information on CPA’s audit fees:

  • (I) Non-audit fees and audit fees for the CPAs, the CPA’s firm, and its affiliates

Unit: NTD thousand Unit: NTD thousand
CPA firm Name of
CPA
Audit period Audit fees Non-audit
fees
Remar
ks
Deloitte Taiwan
CPA firm
Chao-Ling
Chen
Chun-Yi
Chang
01.01.2023–12.31.2023 8,408 2,957 Note 1

Note 1: The content of non-audit fees and taxes are mainly due to the review of transfer pricing projects.

87

  • (II) Where the CPA firm is replaced and the audit fee in the year in which replacement occurs is less than that in the prior year: None, N/A

  • (III) Where the audit fees decreased by at least 15% compared with that in the prior year, the amount, proportion, and reasons for the decrease shall be disclosed: None, N/A

  • V. Information on Replacement of CPAs

CPAs have been replaced in the last two years and the subsequent periods: Due to the adjustment of the internal job positions of Deloitte & Touche, CPAs Chao-Ling Chen and Chun-Yi Chang have served as the Company’s CPAs since the third quarter of 2022.

  • VI. Any of the Company’s chairperson, president, managers of finance or accounting held a position in the CPA’s firm or its affiliates in the last year: None

  • VII. Changes in the equity transferred or pledged by directors, supervisors, managers, and the shareholders who holds more than 10% of the total shares in the last year and as of the publication date of the annual report:

  • (I) Changes in the equity transferred or pledged by directors (including independent directors), managerial officers, and the shareholders who holds more than 10% of the total shares

total shares
Job title Name 2023 As of April 1 of the current
year
Increase
(decrease) of
shares held
Increase
(decrease)
of shares
pledged
Increase
(decrease) of
shares held
Increase
(decrease)
of shares
pledged
Chairman and President Chen-Tse Yang 0 0 0
0
Director and shareholder
holding at least 10% of
the shares
Chang-Chih Yang 0 0 0
0
Director Chang-Chin Yang 0 0 0
0
Director Chen-Jung Yang 0 0 0
0
Director Lien-Mei Lin 0 0 0
0
Director King Hsiang Investment
Co., Ltd.
Representative: Jung-Tung
Tsai
0 0 0
0
Independent Director Jen-Jou Hsieh 0
0

0

0
Independent Director Wen-Shih Chiang 0 0 0
0
Independent Director Tzu-Ying Lin 0 0 0
0
President of Business
Center
Hsi-Kuei Huang 0 0 0
0
President of Plant Affairs
Center

Chin-Sung Tsai
0 0 0
0
Senior Vice President Te-Ming Yang 0
(149,000)

0
0 0
Senior Vice President Chung-Chih Lung 0 0 0 0
Vice President Min-Cheng Liu 0 0 0 0
Vice President Sheng-Hsien Lin 9,000
(293,000)

0
0 0
Vice President/Corporate
Governance
Officer/Financial and
Accounting Manager

Chang-Chin Yang
0
(26,000)

0
0 0
Vice President Ta-Kun Yang 0
(161,000)


0
0 0

88

Job title Name 2023 2023 As of April 1 of the current
year
As of April 1 of the current
year
Increase
(decrease) of
shares held
Increase
(decrease)
of shares
pledged
Increase
(decrease) of
shares held
Increase
(decrease)
of shares
pledged
Vice President Shun-Chien Li 0
(49,000)


0
0 0
Assistant Vice President Sung-Ying Li 0
(6,000)

0
0 0
Assistant Vice President Cheng-Hsuan Chung 0 0 0 0
Assistant Vice President Jui-Pin Li 0
(9,000)

0
0 0
Assistant Vice President Chih-Kung Hu 0
0

0
0
Special Assistant Yi-liang Lin
(Date of inauguration:
1/9/2022)
0
0

0

0
Deputy Director/Chief
Auditor
Ming-Yuan Wu
(Date of inauguration:
1/10/2023)
0
0

0

0
Chief Auditor Chun-Hung Kuo
(Date of dismissal:
1/10/2023)
0
0

0

0
  • (II) Changes in the equity transferred by directors (including independent directors), managerial officers, and the shareholders who holds more than 10% of the total shares (transferred for a related party): None

  • (III) Changes in the equity pledged by directors (including independent directors), managerial officers, and the shareholders who holds more than 10% of the total shares (pledged for a related party): None

89

VIII. Top 10 shareholders who hold the highest shareholding percentages are the related parties, or spouses, or relatives within the second degree of kinship to each other.

The relationship between the top 10 shareholders who hold the highest shareholding percentages

Name Shareholding Shareholding Shareholdings by spouse
and minor child
Shareholdings by spouse
and minor child
Total shareholding by
nominee arrangement
Total shareholding by
nominee arrangement
Where the top 10
shareholders who hold the
highest shareholding
percentages are related
parties as defined in
Statement of Financial
Accounting Standards
No.6, spouses, or relatives
within the second degree
of kinship to each other,
the name and relationship.
Where the top 10
shareholders who hold the
highest shareholding
percentages are related
parties as defined in
Statement of Financial
Accounting Standards
No.6, spouses, or relatives
within the second degree
of kinship to each other,
the name and relationship.
Remarks
Number of
shares
Percentage of
shareholding
Number of
shares
Percentage of
shareholding
Number of
shares
Percentage of
shareholding
Title
(Title)
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 and
son
New Labor
Pension Fund
28,730,520 5.84% 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
and son
Chen-Tse Yang 17,653,216 3.59% None None.
Fubon Life
Insurance Co.,
Ltd.
Ltd.
14,429,900 2.93% Chang-Chih
Yang
Jui-Ching Li
Father and
son
Mother
and son
Jiahui
Investment Co.,
Ltd.
Representative:
Chang-Chi
Yang
11,012,760 2.24% Jui-Ching Li
Chen-Tse
Yang
Couple
Father and
son
Labor
Retirement
ReserveFund
9,982,040 2.03% None None.
Discretionary
investment
account of
Cathay Life
Insurance
managed by
JPMorgan Asset
Management
9,085,000 1.85% None None.
Public Service
Pension Fund
Management
Board
8,594,300 1.75% None None.
Investment
account of
Norges Bank
under custody
of Chase Bank
8,006,110 1.63% None None.

90

IX. The number of shares held by the Company, its directors, supervisors, managers, and businesses directly or indirectly controlled by the Company in the same investee, and the combined shareholdings shall be calculated.

Investee Investment by the
Company
Investment by the
Company
Investment by
directors, supervisors,
managers, or
businesses directly or
indirectly controlled
Investment by
directors, supervisors,
managers, or
businesses directly or
indirectly controlled
Combined investment Combined investment
Number of
shares
Shareholding
ratio

Number
of
shares
Shareholding
ratio

Number of
shares
Shareholding
ratio
King Hsiang Investment
Co., Ltd.
19,999,400
99.997%

400

0.0015%

19,999,800

99.999%
Goldex Holding Limited 181,910,000
100.00%

181,910,000
100.00%
Gold Circuit International
Limited
98,000,000
100.00%

98,000,000
100.00%
GoldCircuit Enterprise
Limited
83,010,000
100.00%

83,010,000
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
TechnologyCo., Ltd.
33,000,000
100.00%

33,000,000
100.00%
Gold Circuit Electronics
(Thailand)Co., Ltd.
20,750,000
100.00%

20,750,000
100.00%

91

FOUR. Capital and Shares

  • I. Sources of capital stock

  • (I) Type of share

April 1, 2024

Type of share Authorized capital Remarks
Outstandingshares Unissued shares Total
Registered
common shares
491,839,057 258,160,943 750,000,000

(II) Formation of capital stock

Unit: NTD thousand

Year
Month
Issuing
price
Authorized capital Authorized capital Paid-incapital Paid-incapital Remarks Remarks Remarks

Number of
shares
Amount Number of
shares
Amount Sources of capital stock Investment
by property
other than
cash
Others
September
1981
10 1,000,000 10,000 1,000,000 10,000 Established Note 1
December
1984
10 3,000,000 30,000 3,000,000 30,000 Capital increase in cash
20,000
Note 2
October
1987
10 6,000,000 60,000 6,000,000 60,000 Capital increase in cash
30,000
Note 3
October
1988
10 9,000,000 90,000 9,000,000 90,000 Capital increase in cash
30,000
Note 4
August 1989 10 12,000,000 120,000 12,000,000 120,000 Capital increase in cash
30,000
Note 5
December
1989
10 16,000,000 160,000 16,000,000 160,000 Capital increase in cash
40,000
Note 6
June 1990 10 19,800,000 198,000 19,800,000 198,000 Capital increase in cash
38,000
Note 7
October
1991
10 30,000,000 300,000 24,348,000 243,480 Capital increase from
earnings45,480
Note 8
August 1992 10 30,000,000 300,000 30,000,000 300,000 Capital increase from
earnings 56,520
Note 9
September
1996
10 60,000,000 600,000 60,000,000 600,000 Capital increase in cash
49,500
Capital increase from
earnings 250,500
Note 10
August 1997 10 99,000,000 990,000 99,000,000 990,000 Capital increase in cash
48,000
Capital increase from
earnings 342,000
Note 11
June 1998 10 300,000,000 3,000,000 177,300,000 1,773,000 Capital increase in cash
265,000
Capital increase from
earnings 396,000
Capital reserve 99,000
Employee bonus 23,000
Note 12
July 1999 10 480,000,000 4,800,000 268,880,000 2,688,800 Capital increase from
earnings 531,900
Capital reserve 354,600
Employee bonus29,300
Note 13
August 2000 10 480,000,000 4,800,000 324,766,000 3,247,660 Capital increase from
earnings 403,320
Capital reserve 134,440
Employee bonus21,100
Note 14
August 2001 10 650,000,000 6,500,000 390,870,000 3,908,700 Capital increase from Note 15

92

Year
Month
Issuing
price
Authorized capital Authorized capital Paid-incapital Paid-incapital Remarks Remarks Remarks

Number of
shares
Amount Number of
shares
Amount Sources of capital stock Investment
by property
other than
cash
Others
earnings 454,672.4
Capital reserve 162,383
Employee bonus43,984.6
October
2002
10 650,000,000 6,500,000 410,413,500 4,104,135 Capital reserve 195,435 Note 16
July 2004 10 650,000,000 6,500,000 443,747,500 4,437,475 Capital increase in cash
333,340
Note 17
October
2004
10 650,000,000 6,500,000 443,932,684 4,439,327 Corporate bond conversion
1,851.84

Note 18
September
2005
10 650,000,000 6,500,000 479,862,631 4,798,626 Capital increase from
earnings 221,966.34
Corporate bond conversion
137,333.13

Note 19
November
2005
10 650,000,000 6,500,000 488,916,811 4,889,168 Corporate bond conversion
90,541.8

Note 20
February
2006
10 650,000,000 6,500,000 504,575,660 5,045,756 Corporate bond conversion
156,588.49

Note 21
April 2006 10 650,000,000 6,500,000 511,691,920 5,116,920 Corporate bond conversion
71,162.60

Note 22
June 2006 10 650,000,000 6,500,000 511,808,199 5,118,082 Corporate bond conversion
1,162.79

Note 23
August 2008 10 650,000,000 6,500,000 552,752,855 5,527,529 Capital increase from
earnings409,446.56
Note 24
October
2009
10 650,000,000 6,500,000 569,175,841 5,691,758 Capital increase from
earnings164,229.86
Note 25
November
2011
10 650,000,000 6,500,000 564,912,841 5,649,128 Cancellation of treasury
stocks42,630.00
Note 26
August 2016 10 650,000,000 6,500,000 552,246,841 5,522,468 Cancellation of treasury
stocks 126,660.00
Note 27
October
2018
10 650,000,000 6,500,000 546,487,841 5,464,878 Cancellation of treasury
stocks 57,590.00
Note 28
July 2022 10 750,000,000 7,500,000 491,839,057 4,918,391 Capital reduction in cash
546,487.84
Note 29
March 2024 10 750,000,000 7,500,000 491,839,505 4,918,395 Corporate bond conversion
448

Note 30
Note 1:
Approved by the Ministry of Economic Affairs through No. 107315 dated 9.5.1981.
Note 2:
Approved by the Ministry of Economic Affairs through Jing-(82)-Shang No. 125704 dated 7.13.1984.
Note 3:
Approved by the Ministry of Economic Affairs through Jing-(76)-Shang No. 44559 dated 8.31.1987.
Note 4:
Approved by the Ministry of Economic Affairs through Jing-(77)-Shang No. 34248 dated 11.8.1988.
Note 5:
Approved by the Ministry of Economic Affairs through Jing-(78)-Shang No. 131555 dated 10.24.1989.
Note 6:
Approved by the Ministry of Economic Affairs through Jing-(78)-Shang No. 100972 dated 2.22.1990.
Note 7:
Approved by the Ministry of Economic Affairs through Jing-(79)-Shang No. 116164 dated 8.15.1990
Note 8:
Approved by the Ministry of Economic Affairs through Jing-(80)-Shang No. 128213 dated 12.16.1991.
Note 9:
Approved by the Ministry of Economic Affairs through Jing-(80)-Shang No. 119429 dated 10.20.1993.
Note 10: Approved by the Ministry of Economic Affairs through Jing-(85)-Shang No. 123399 dated 9.26.1996.
Note 11: Approved by the Ministry of Economic Affairs through Jing-(86)-Shang No. 124415 dated 8.21.1997.
Note 12: Approved by the Ministry of Economic Affairs through Jing-(87)-Shang No. 123590 dated 8.11.1998.
Note 13: Approved by the Ministry of Economic Affairs through Jing-(88)-Shang No. 128130 dated 8.13.1999.
Note 14: Approved by the Ministry of Economic Affairs through Jing-(089)-Shang No. 128241 dated 8.9.2000.
Note 15: Approved by the Ministry of Economic Affairs through Jing-Shou-Shang-Tzi No. 09001321030 dated
8.15.2001.
Note 16: Approved by the Ministry of Economic Affairs through Jing-Shou-Shang-Tzi No. 09101441560 dated
10.30.2002.
Note 17: Approved by the Ministry of Economic Affairs through Jing-Shou-Shang-Tzi No. 09301128880 dated
7.19.2004.
Note 18: Approved by the Ministry of Economic Affairs through Jing-Shou-Shang-Tzi No. 09301196590 dated
10.11.2004.

Note 19: Approved by the Ministry of Economic Affairs through Jing-Shou-Shang-Tzi No. 09401176420 dated 9.13.2005.

93

  • Note 20: Approved by the Ministry of Economic Affairs through Jing-Shou-Shang-Tzi No. 09401216300 dated 11.4.2005.

  • Note 21: Approved by the Ministry of Economic Affairs through Jing-Shou-Shang-Tzi No. 09501018770 dated 2.3.2006.

  • Note 22: Approved by the Ministry of Economic Affairs through Jing-Shou-Shang-Tzi No. 09501072250 dated 4.21.2006.

  • Note 23: Approved by the Ministry of Economic Affairs through Jing-Shou-Shang-Tzi No. 09501128120 dated 6.29.2006.

  • Note 24: Approved by the Ministry of Economic Affairs through Jing-Shou-Shang-Tzi No. 09701216680 dated 8.27.2008.

  • Note 25: Approved by the Ministry of Economic Affairs through Jing-Shou-Shang-Tzi No. 09801279430 dated 12.3.2009.

  • Note 26: Approved by the Ministry of Economic Affairs through Jing-Shou-Shang-Tzi No. 10001265870 dated 10.22.2011.

  • Note 27: Approved by the Ministry of Economic Affairs through Jing-Shou-Shang-Tzi No. 10501207710 dated 8.29.2016.

  • Note 28: Approved by the Ministry of Economic Affairs through Jing-Shou-Shang-Tzi No. 10701133250 dated 10.23.2018.

  • Note 29: Approved by the Ministry of Economic Affairs through Jing-Shou-Shang-Tzi No. 11101139950 dated 8.4.2022.

  • Note 30: Not applied for change registration.

II. Shareholder structure

April 1, 2024
Government
agency
Financial
institution
Other juridical
persons
Individual
Foreign
institution
and foreigner
Treasury
stock
Total
1
22
150
26,439
260
0
26,872
4
43,136,677
106,196,785
238,761,265 103,744,326
0
491,839,057
0.00%
8.77%
21.59%
48.55%
21.09%
0.00%
100.00%
April 1, 2024
Government
agency
Financial
institution
Other juridical
persons
Individual
Foreign
institution
and foreigner
Treasury
stock
Total
1
22
150
26,439
260
0
26,872
4
43,136,677
106,196,785
238,761,265 103,744,326
0
491,839,057
0.00%
8.77%
21.59%
48.55%
21.09%
0.00%
100.00%
April 1, 2024
Government
agency
Financial
institution
Other juridical
persons
Individual
Foreign
institution
and foreigner
Treasury
stock
Total
1
22
150
26,439
260
0
26,872
4
43,136,677
106,196,785
238,761,265 103,744,326
0
491,839,057
0.00%
8.77%
21.59%
48.55%
21.09%
0.00%
100.00%
April 1, 2024
Government
agency
Financial
institution
Other juridical
persons
Individual
Foreign
institution
and foreigner
Treasury
stock
Total
1
22
150
26,439
260
0
26,872
4
43,136,677
106,196,785
238,761,265 103,744,326
0
491,839,057
0.00%
8.77%
21.59%
48.55%
21.09%
0.00%
100.00%
April 1, 2024
Government
agency
Financial
institution
Other juridical
persons
Individual
Foreign
institution
and foreigner
Treasury
stock
Total
1
22
150
26,439
260
0
26,872
4
43,136,677
106,196,785
238,761,265 103,744,326
0
491,839,057
0.00%
8.77%
21.59%
48.55%
21.09%
0.00%
100.00%
April 1, 2024
Government
agency
Financial
institution
Other juridical
persons
Individual
Foreign
institution
and foreigner
Treasury
stock
Total
1
22
150
26,439
260
0
26,872
4
43,136,677
106,196,785
238,761,265 103,744,326
0
491,839,057
0.00%
8.77%
21.59%
48.55%
21.09%
0.00%
100.00%
April 1, 2024
Government
agency
Financial
institution
Other juridical
persons
Individual
Foreign
institution
and foreigner
Treasury
stock
Total
1
22
150
26,439
260
0
26,872
4
43,136,677
106,196,785
238,761,265 103,744,326
0
491,839,057
0.00%
8.77%
21.59%
48.55%
21.09%
0.00%
100.00%
Shareholder
structure
Quantity
Government
agency
Financial
institution
Other juridical
persons

Individual
Foreign
institution
and foreigner

Treasury
stock
Total
Number of
people
1
22

150

26,439

260

0

26,872
Number of
sharesheld
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%

94

III. Distribution of shareholders

Distribution of shareholdings

ibution of shareholders
Distribution of shareholdings
ibution of shareholders
Distribution of shareholdings
ibution of shareholders
Distribution of shareholdings
ibution of shareholders
Distribution of shareholdings
ibution of shareholders
Distribution of shareholdings
Face value of NT$10 per share
April 1, 2024
Shareholding classification
Number of
shareholders
Number of shares held
Shareholding
ratio
1 to 999
17,301
3,732,840
0.76%
1,000 to 5,000
15,586
27,065,682
5.50%
5,001 to 10,000
1,241
9,410,728
1.91%
10,001 to 15,000
312
3,878,815
0.79%
15,001 to 20,000
171
3,093,456
0.63%
20,001 to 30,000
153
3,833,571
0.78%
30,001 to 40,000
87
3,095,094
0.63%
40,001 to 50,000
56
2,555,314
0.52%
50,001 to 100,000
149
11,076,787
2.25%
100,001 to 200,000
108
14,908,235
3.03%
200,001 to 400,000
96
28,236,552
5.74%
400,001 to 600,000
29
14,164,919
2.88%
600,001 to 800,000
15
10,274,200
2.09%
800,001 to 1,000,000
11
10,086,472
2.05%
Over 1,000,001
53
346,426,840
70.44%
Total
35,368
491,839,505
100.00 %
Shareholding classification Number of
shareholders
Number of shares held Shareholding
ratio
1 to 999 17,301 3,732,840 0.76%
1,000 to 5,000 15,586 27,065,682 5.50%
5,001 to 10,000 1,241 9,410,728 1.91%
10,001 to 15,000 312 3,878,815 0.79%
15,001 to 20,000 171 3,093,456 0.63%
20,001 to 30,000 153 3,833,571 0.78%
30,001 to 40,000 87 3,095,094 0.63%
40,001 to 50,000 56 2,555,314 0.52%
50,001 to 100,000 149 11,076,787 2.25%
100,001 to 200,000 108 14,908,235 3.03%
200,001 to 400,000 96 28,236,552 5.74%
400,001 to 600,000 29 14,164,919 2.88%
600,001 to 800,000 15 10,274,200 2.09%
800,001 to 1,000,000 11 10,086,472 2.05%
Over 1,000,001 53 346,426,840 70.44%
Total 35,368 491,839,505 100.00 %

IV. Name list of major shareholders

April 1, 2024

Name list of major shareholders April 1, 2024
Shares
Name of major shareholder

Number of shares
held
Shareholding
ratio
Chang-Chih Yang
New Labor Pension Fund
Jui-Ching Li
Chen-Tse Yang
Fubon Life Insurance Co., Ltd.
Jiahui Investment Co., Ltd.
Old Labor Pension Fund
Discretionary investment account of Cathay Life
Insurance managed by JPMorgan Asset Management
Public Service Pension Fund Management Board
Investment account of Norges Bank under custody of
Chase Bank
96,622,217
28,730,520
27,651,870
17,653,216
14,429,900
11,012,760
9,982,040
9,085,000
8,594,300
8,006,110
19.65 %
5.84 %
5.62 %
3.59 %
2.93 %
2.24 %
2.03 %
1.85 %
1.75 %
1.63 %

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  • V. Information on market price, net worth, earnings, and dividends per share in the last two years

Unit: NTD; thousand shares; %

Item Year Year
2022
2023
Price per
share
Marketprice
Max. 102.5 238
Min. 66.7 85.1

Average
83.92 153.92
Net value per
share
Networth

Before distribution
29.43 34.58
After distribution (Note 1) 25.89 31.05
Earnings
per share
Weighted average number of
shares(in thousands)
515,578 486,688
EPS (Note2) 8.86 7.25
Dividends
per share
Cash dividends 3.50 3.50

Bonus
stock
capital increase from
earnings
Stock dividend from
capital reserve
Accumulated unpaid dividends
ROI
analysis
PE(Note3) 9.47 21.23
PD (Note 3) 23.98 43.98
Cash dividendyield(Note 5) 4.17% 2.27%

Source: Audited financial reports.

Note 1: The Company’s 2022 earnings distribution proposal was resolved by the Board of Directors on March 9, 2023, and reported to the shareholders’ meeting on June 14, 2023; the 2023 earnings distribution proposal was resolved by the Board of Directors on March 12, 2024 and is expected to be reported to the shareholders’ meeting on May 30.

Note 2: If retrospective adjustment is required due to share grants, the EPS before and after the adjustment should be listed.

Note 3: PE = Average closing price per share of the current year / EPS.

Note 4: PD = Average closing price per share of the current year / cash dividend per share Note 5: Cash dividend yield = Cash dividend per share / average closing price per share of the current year

  • VI. Dividend policy and implementation status: The dividend policy stipulated in the company’s

Articles of Incorporation and the dividend distribution proposed by the shareholders’ meeting should be disclosed. Anticipated significant changes to dividend policy, if any, should be stated:

  • (I) The Company’s dividend policy:

If the Company makes a profit in the year, it shall allocate between 5% and 10% as remuneration for employees, which shall be distributed in either stock or cash, as determined by the board meeting. The recipients of this remuneration shall include the employees of any subordinate companies that meet certain conditions. The Company may allocate no more than 1% of the profit amount above as remuneration for directors, as determined by the board meeting. The distribution of employees’ remuneration and directors’ remuneration shall be reported to the shareholders’ meeting.

96

However, when the Company still has a cumulative loss, it shall reserve the compensation amount in advance, and then allocate employees’ remuneration and directors’ remuneration according to the proportion in the preceding paragraph.

If there is a surplus in the Company’s annual final accounts, the Company shall first pay taxes and make up for the cumulative loss over the years, and then allocate 10% as the legal reserve and make a provision for or reverse the special reserve in accordance with the law or regulations of the competent authority. If there is still a surplus, the balance shall be added to the accumulated undistributed earnings of the previous year, for the board of directors to draft a distribution proposal and submit it to the shareholders’ meeting for a resolution on the distribution.

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 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.

  • (II) Dividend distribution proposed at the current shareholders’ meeting:

For the Company’s 2023 earnings distribution, the Board of Directors resolved on March 12, 2024 to distribute shareholder dividends from earnings of approximately NT$3.50 per share, totaling NT$1,721,436,700, and will be reported to the shareholders’ meeting.

  • VII. The influence of the stock grants proposed at the current shareholders’ meeting on the operation performance and EPS of the Company: There is no issuance of stock grants time, so this is not applicable.

VIII. Remuneration to employees and directors

  • (I) The percentage or scope of remuneration to employees and directors as set forth in the Company’s Articles of Incorporation:

According to Article 20 of the Articles of Incorporation, if the Company makes a profit in the year, it shall allocate between 5% and 10% as remuneration for employees, which shall be distributed in either stock or cash, as determined by the board meeting. The recipients shall include the employees of subordinate companies that meet certain conditions. The Company may allocate no more than 1% of the profit amount above as director’s remuneration by the resolution of the board meeting. The distribution of employees’ remuneration and directors’ remuneration shall be reported to the shareholders’ meeting.

97

However, when the Company still has a cumulative loss, it shall reserve the compensation amount in advance, and then allocate employees’ remuneration and directors’ remuneration according to the proportion in the preceding paragraph.

According to Article 20-1 of the Company: If there is a surplus in the Company’s annual final accounts, the Company shall first pay taxes and make up for the cumulative loss over the years, and then allocate 10% as the legal reserve and make a provision for or reverse the special reserve in accordance with the law or regulations of the competent authority. If there is still a surplus, the balance shall be added to the accumulated undistributed earnings of the previous year, for the board of directors to draft a distribution proposal and submit it to the shareholders’ meeting for a resolution on the distribution.

According to Article 20-2 of the Articles of Incorporation, in the Company’s dividend policy, consideration shall be given to the Company’s mid and long-term operational growth and investment plan, and the board of directors shall draw up a profit distribution plan while taking into account the goal of a sound financial structure. The decision on the distribution of stock or cash dividend shall be made appropriately depending on the Company’s future capital needs and the degree of equity dilution. The cash dividend shall not be less than 10% of the total amount of distribution for the current year.

  • (II) The basis of the calculation for the remuneration to employee and directors, the calculation of the number of shares for the share-based remuneration to employees, and the accounting treatment of any discrepancies between the actually distributed calculated amounts: No stock dividend is distributed in the current period, so this is not applicable.

  • (III) Distribution of remuneration approved by the Board of Directors:

  • The amount of the remuneration to employees and directors distributed in cash or share:

According to Article 20 of the Articles of Incorporation, if the Company makes a profit in the year, it shall allocate between 5% and 10% as remuneration for employees, which shall be distributed in either stock or cash, as determined by the board meeting. The recipients shall include the employees of subordinate companies that meet certain conditions. The Company may allocate no more than 1% of the profit amount above as director’s remuneration by the resolution of the board meeting.

98

The Company intends to appropriate NT$298,000,000 as remuneration to employees and NT$43,000,000 as remuneration to directors for 2023.

  1. The amount of the remuneration to the employees in the form of stocks, and share of that amount as a percentage of the sum of the net income after tax stated in the separate or individual financial reports for the current period and total employee remuneration: No employee remuneration is distributed in share for the current period, so this is not applicable.

  2. (IV) The actual distribution of the remuneration to employees and directors in the previous year (including the number and amount of shares distributed and the stock price); if there is any difference from the recognized amount of the remuneration to the employees and directors, the difference, the reason for the difference, and the treatment shall be disclosed: The Company does not have this situation, so this is not applicable.

  3. IX. Repurchase of the Company’s shares: The Company’s previous repurchase of treasury shares has been completed.

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X. Status of corporate bonds:

(I) Issuance of corporate bonds

(I) Issuance of corporate bonds (I) Issuance of corporate bonds
Type ofcorporate bond Second domestic unsecured corporate bonds
Issue date December5,2023
Face value NTD 100 thousand
Issuance and tradinglocation N/A
Issuing price NTD 107.16
Totalamount NTD 4billion
Interestrate 0%
Term 5 years;maturity date:December5,2028
Guaranteeinginstitution None
Trustee Taipei FubonCommercial BankCo.,Ltd.
Underwriter FubonSecurities Co.,Ltd.
CPA Ya-WenChiu
CPA Chao-Ling Chenand Chun-YiChang
Terms of repayment Lump-sum repayment of principal upon maturity
Outstanding principal As of April 1, 2024, the total unpaid principal
amounted to NT$3,999,900 thousand.
Terms of redemption or early
repayment
Please refer to Articles 18 and Article 19 of the
Issuance and Conversion Regulations
Restrictive clause N/A
Name of credit rating agency, rating
date, corporate bond rating results,
etc.
None
Other rights Amount of converted
(exchanged or subscribed)
common shares, overseas
depositary receipts or other
securities up to the
publication date of the
annual report
As of April 1, 2024, a total of 448 common shares
have been converted, totaling NT$100,000.
Regulations governing
the issuance and
conversion (exchange
orsubscription)

Please refer to the Rules for Issuance and
Conversion
Possible equity dilution due to the
regulations governing the issuance,
conversion, exchange or subscription
as well as the issuance terms and
conditions, and the impact on the
equity of the existing shareholders

The total face amount of the convertible bonds
issued was NT$4 billion. Since the bond has a
5-year tenor, debtors may request conversion at
different points of time resulting in a delay of
earnings per share. However, such a delay do not
have any material impact on the existing
shareholders’equity.
Name of custodian for underlying
shares
N/A

100

Information on convertible corporate bonds

Unit: NTD thousand

Unit: NTD thousand Unit: NTD thousand
Type of corporate
bond
Second domestic unsecured corporate bonds
Item Year
2023
As of March 31, 2024 of the
current year
Market
price of
convertible
bonds
Max. 118.2 130.05
Min. 109.8 110.05
Average 113 119.71
Conversion price 223.1 223.1
Issue date December 5, 2023
Conversion price at
issuance
223.1
Method of performing
conversion obligation

Issuance of new shares
  • XI. Status of preferred stock: The Company does not have this situation, so this is not applicable.

  • XII. Issuance of overseas depository receipts: The Company does not issue overseas depository receipts, so this is not applicable.

  • XIII. Issuance of Employee Stock Option Certificates: The Company does not have this situation, so this is not applicable.

  • XIV. Mergers and acquisitions (including mergers, acquisitions and demergers): The Company has no mergers and acquisitions, so this is not applicable.

101

XV. Implementation status of financing plans:

Unit: NTD thousand

Unit: NTD thousand Unit: NTD thousand Unit: NTD thousand Unit: NTD thousand
Issuance plan Second domestic unsecured convertible corporate bonds
Issuance amount 40,000 certificates issued, each with a face value of
NT$100,000, and the total amount issued is NT$4 billion.
(Accumulated amount: NT$4,286,239 thousand)
Planning Utilizationof funds
Amount to be
drawndown
Amount actually
drawndown
Period Progress
Repayment of bank
loan
3,110,000 3,110,000 2023 Q4 100%
Replenishment of
working capital
1,176,239 1,176,239 2024Q1 100%
Expected benefits 1. Reduction of interest burden
The Company will repay the bank loan of NT$3,110,000
thousand in the same quarter right after the funds are
raised.
After taking into account the repayment amount, interest
rate level and loan period, and based on the interest rate of
the bank loan, it is estimated that an interest expense of
Nt$5,160 thousand can be saved in 2023 and NT$61,918
thousand can be saved in subsequent years.
2. Replenishment of working capital
NT$1,176,239 thousand from the funds acquired under
the fund raising plan will be used for replenishment of
working capital in 2024Q1. If the bank loan is replaced
with the funds raised, based on the average interest rate of
the Company’s short-term borrowings, It is estimated that
an interest expense of NT$27,021 thousand will be saved
every year in the future.
3. Enhancement of the financial structure and improvement
of the solvency
With the conversion of convertible bond investors into
common shares in the future, it will help to improve the
debt ratio. The short-term and long-term bank loans will
be fully repaid and the working capital will be replenished
in accordance with the capital utilization plan. The
proportion of the current liabilities in the total assets will
fall to 31.99%, the current ratio will increase to 183.27%,
and the quick ratio will increase to 142.73%. These will
have a positive effect on the Company’s solvency and can
increase the self-owned capital ratio, increase the
flexibility of capital allocation, and strengthen the
Company’s capability of coping with the risks of changes
in the external environment.

102

FIVE. Operational Overview

  • I. Scope of Operation:

  • (I) Scope of business

    1. Main business:

      • (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. Weight of revenue: (consolidated)

Unit: NTD thousand

Business items 2022 (Consolidated) 2022 (Consolidated) 2023 (Consolidated) 2023 (Consolidated)
Turnover Weight of
revenue
Turnover Weight of
revenue
PCB 32,785,064 100.00% 30,043,950 100.00%
Total 32,785,064 100.00% 30,043,950 100.00%
  1. Current products of the Company and new products planned to be developed:

  2. (1) Current products of the Company

The Company’s current product is PCB. The Company’s products are mainly focused on communication and computer-related products, such as servers, network communication boards, notebook boards, base stations, mobile phones, and tablets. In recent years, the Company has been developing high-end products, including AI and cloud computing Servers, network communication PCBs, low-orbit satellite antenna PCBs , storage equipment PCBs, connected internet equipment PCBs, down to consumer products such as notebook computer PCBs and automotive PCBs and other high value-added products.

103

  • (2) New products planned to be developed

    • A. Development of cross-shaped slot vertical conduction technology

    • B. Development of high-end HDI deep skip via technology and equipment rank HDI

    • C. Development of high-density wafer test board technology

    • D. Development of the technology for high aspect ratio 30 with a micro bore diameter of 0.15mm

    • E. Development of material applications and technologies for next-generation servers

    • F. Development of multiple net via technology

    • G. Development of the technology for heterogeneously bond sintered paste

    • H. Development of 800G network communication board technology and research on electrical property

    • I. Development of air gap technology for low-orbit satellites and ground receivers

    • J. Development of ladder board thinning technology for HDI product applications

    • K. Development of asymmetric sequential technology

    • L. Development of technology for local electroplating and fine circuits (VIPPO design)

  • (II) Industry overview:

1. Current status and development of the industry

The imbalance between supply and demand due to the pandemic in 2021 and 2022 led to over-inflation of global consumption. In the post-pandemic era, the industry faced the pressure of destocking and the raising interest rate for suppression of the inflation. In 2023, the global PCB industry suffered a dramatic recession due to the disappearance of the pandemic boost. According to the Industry, Science & Technology International Strategy Center, ITRI, the global PCB production value in 2023 was US$73.9 billion with a decline of 15.6%. Despite the negative factors such as weak end demands, international conflicts, high inflation, and high inventories, as the destocking process is completed, the market has gradually stabilized and the demand has recovered since the second half of 2023. Thanks to the low base period in 2023, the overall electronics industry will experience a higher growth momentum in 2024, and the PCB industry is expected to usher in the next growth cycle due to inventory replenishment. Although it takes time for the overall consumer demand to recover to a positive cycle, the industry can still benefit from the

104

upgrade of the specifications of some products. In 2024, the global PCB production value is expected to recover to US$78.2 billion, up by 6.3% from 2023. When the growth momentum of the overall consumer market gradually approaches the performance of the global economy, the growth rate of the global PCB production value will return to a long-term average of 4% to 5%.

In the medium term and long term, the global PCB industry is developing in the direction of high precision, high density, high integration and high reliability. Among them, the technology upgrades of 5G communication, autonomous driving, smart wearables, and IoT products have become more demanding for advanced semiconductor packaging. The rapid and iterative computing and application of new artificial intelligence, such as ChatGPT, have increased the demand for global computing power, and the PCB downstream industries such as cloud computing and edge computing have also flourished. The proportion of high-end products such as multi-layer, HDI and IC substrate continues to increase. Looking to the future, with the weakening marginal impact of inflation and the steady recovery of the economy and consumer demand, the PCB industry is expected to grow again.

2. Correlation of upstream, midstream and downstream industries

The Company mainly manufactures and sells PCB products. The main upstream raw materials include chemical materials such as substrate, film, copper foil, dry film, oil film, and etching liquid, covering the petrochemical, metal, and electronic components industries. The downstream customers include the information industry, communication industry, consumer electronics, industrial and medical instruments and other industries. PCBs play the loading and relaying roles for electronic components. For example, information, communication and consumer products need PCBs to play the role of support and connection for electronic components. They are indispensable part of all electronic products.

105

The upstream, midstream and downstream industries related to the Company are presented below:

==> picture [488 x 259] intentionally omitted <==

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

Upstream Midstream Downstream
Copper foil Fiberglass epoxy substrate Single-layer Information product
Fiberglass cloth Communication
Paper substrate
product
Substrate
Consumer and
Composite substrate HDI
automotive goods
Industrial and medical
Resin Special substrate instrument
Multi-layer
Dry film/oil film/etching
liquid and electroplating Military and aerospace
chemicals industry
----- End of picture text -----

3. Product development trends

In 2023, faced with high-level inflation, poor consumer electronics demand, and the disappearance of the stay-at-home economy, global demand was weak, and semiconductors entered the stage of inventory adjustment. The PCB industry is in recession due to weak demand for consumer products. In 2023, the output value of Taiwan’s PCB industry declined by nearly 16%. However, the Industry, Science & Technology International Strategy Center of ITRI expects the inventory adjustment to come to an end. Taiwan will enter the recovery stage, coupled with the continued demand for electric vehicles, artificial intelligence (AI) servers, and satellite communications. It is estimated that the growth of Taiwan’s PCB industry can reach 8.1% in 2024.

The growth of automotive PCB production value is mainly due to the increase in the penetration rate of electric vehicles. The average PCB value per BEV is about 5 to 6 times that of traditional combustion vehicles. The electronic control system has the highest PCB value in the vehicle, accounting for about 5% At present, the BMS (Battery Management System) in the electronic control system is mainly connected by wire harnesses. Under the trend of lightweight electric vehicles, flexible board FPC will be gradually adopted in the future, further increasing the number of electronic control PCB value of the electronic control system. In addition, as the level and penetration rate of autonomous driving continue to increase, the average number of electronic products such as

106

lenses and radars per vehicle will also continue to increase. At present, automotive PCBs are mainly based on 4 to 8 layers, while autonomous driving systems are mostly made of HDI boards that have a higher unit price, about 3 times that of the 4 to 8 layer boards. The price of the HDI used in the LIDAR (Light Detection and Ranging) of self-driving systems above L3 (conditional full-automatic driving; that is, the hand still cannot be separated from the steering wheel for too long) may be as high as tens of US dollars. This will be the main source of the increase in the automotive PCB production value in the future.

Due to the vigorous development of 5G, AI, cloud computing and other applications, the market requires higher transmission speed, lower latency network communication, and larger storage capacity, enabling server shipments to grow against the trend. Machine learning can analyze huge amounts of data to provide accurate judgments and predictions. AI is widely used in finance, media, manufacturing, and retail industries to precisely manage production processes, improve sales to target groups, provide autonomous driving and voice assistant and other applications.

The AI server is an advanced computing system specially designed for processing complex AI training and inference. The AI server is optimized for AI training and inference tasks. It is equipped with powerful CPUs, GPUs, or dedicated AI accelerators to accelerate AI workloads, efficiently process massive amounts of data, and execute complex AI calculations. Compared to ordinary servers, AI servers have the ability to process complex mathematical calculations, which makes them suitable for specialized AI tasks such as AI research, data analysis, or deployment of AI applications. AI servers can significantly improve performance, speed up training and inference time, and make AI processing tasks more efficient by leveraging artificial intelligence technology.

In the face of high inflation and weak post-pandemic economic recovery, domestic and foreign companies have started to lay off employees and reduce capital expenditures. However, the rise of the chatbot ChatGPT has triggered a new wave of generative AI upsurge. In consideration that development of the AI applications is full of vitality and the cloud service companies in the USA are accelerating the introduction of AI servers, these have great growth potential in the future.

4. Industry competition

Taiwan’s PCB industry is internationally competitive and is the world’s largest producer. According to the statistics of the Taiwan Printed Circuit Association (TPCA) and the Industry, Science & Technology International Strategy Center, ITRI, Taiwan’s production value and market share ranked first in the world in 2023. China, Japan and South Korea are the second to fourth largest countries, respectively. Looking at the changes in the global PCB supply

107

layout, China-funded factories have benefited from market factors in the past few years, and the growth of their production value has generally been faster than Taiwan, Japan, and South Korea, making their market share climb rapidly. However, due to external factors such as sluggish end demand, tight power supply, and epidemic prevention needs, the growth of production value in the past two years has been suppressed, and Taiwan, Japan, and South Korea have also been affected by the same factors. Nevertheless, the demand for substrates has become a locomotive to offset the negative factors or even contribute to the growth, and the market share has not changed much.

(III) Overview of technology and R&D:

  1. R&D investment and successfully developed technologies or products in the most recent year

R&D investment in the most recent year

R&D investment in the most recent year R&D investment in the most recent year R&D investment in the most recent year R&D investment in the most recent year
Unit: NTD thousand
Year
Item
2021
2022
2023
R&D investment
(consolidated)
623,220
718,228
802,580
Operating revenue
(consolidated)
26,607,474
32,785,064
30,043,950
R&D investment as a
percentage of operating
revenue
2.34%
2.19%
2.67%
Year
Item

2021
2022 2023
R&D investment
(consolidated)
623,220
718,228

802,580
Operating revenue
(consolidated)
26,607,474
32,785,064

30,043,950
R&D investment as a
percentage of operating
revenue
2.34%
2.19%

2.67%
  • 2.Successfully developed technologies or products

  • (1) Development of low-orbit satellite antenna PCB

  • (2) Multi-layer inlay test

  • (3) Applications of the 2G pre-pressing chemical introduced to high-frequency PCBs

  • (4) Patented - Drilling system (Precision back drill)

  • The direction of future research and development and the expected investment in research and development.

Unit: NTD thousand Unit: NTD thousand Unit: NTD thousand
Item Estimated
investment in
R&D
1 Development of cross-shaped slot vertical conduction
technology
25,000
2 Development of high-end HDI deep skip via technology 120,000

108

Item Estimated
investment in
R&D
and equipment rank HDI
3 Development of high-densitywafer test board technology 35,000
4 Development of the technology for high aspect ratio 30
with a micro bore diameter of 0.15mm
30,000
5 Development of material applications and technologies
for next-generation servers
25,000
6 Development of multiple net via technology 10,000
7 Development of the technology for heterogeneously bond
sinteredpaste
35,000
8 Development of 800G network communication board
technologyand research on electricalproperty
25,000
9 Development of air gap technology for low-orbit satellites
andground receivers

10,000
10 Development of ladder board thinning technology for
HDIproduct applications
20,000
11 Development of asymmetric sequential technology 20,000
12 Development of technology for local electroplating and
fine circuits(VIPPO design)
20,000
Total amount 375,000
  • (IV) Long-term and short-term business development plans:

  • Short-term business development plan:

    • (1) Continuous improvement of the production technology for more layers, thick copper and HDI products

Development of high-layer and high value-added products. As electronic systems develop toward lightness, thinness, compactness, and high reliability, PCB technology upgrades toward a polar direction of high-density wiring, thinness, fine lines, small vias, and highly reliable thick copper. In line with the demand for cloud technology, the demand for high-layer servers and network communication PCBs will increase.

With the long-term effort of the professional R&D personnel, the Company’s production technology has been continuously improved. At present, the Company has the mass production capability to produce micro vias, fine lines, 52-layer boards, and thick copper with difficult processes.

  • (2) Improvement of the on-time delivery rate

Delivery time is as important as quality to customers and it shall not be allowed for the customers to stop the operation of their production

109

lines and suffer significant tangible and intangible losses. Most of our customers are world-renowned manufacturers. However, too many customers may make us unable to provide attentive services and thus be unable to win more orders. Only by carefully selecting customers can we provide the best customer service and improve production scheduling to increase the on-time delivery rate for customers.

  • (3) Improvement of the process yield rate to reduce production costs

Improving production efficiency, shortening manufacturing time, and improving process yields will help reduce scrap rate and production costs, and accelerate the delivery to meet customer needs.

  • (4) Reduction of operating expenses

We will continue to develop new suppliers and materials to reduce the price of raw materials. R&D and production of higher value-added products will still be implemented in Taiwan, while low-end high-volume products will be transferred to factories in Mainland China, where production costs are lower.

  • (5) Streamlining of manpower and increase of productivity

In the future, the Zhongli Factory will focus on producing high value-added products and quality will be emphasized more than quantity. The number of employees will not be increased, but the output value of each employee will be increased. At the same time, the product structure of the factories in Mainland China will be optimized toward the direction of smart production featuring less labor, more automation, and more environmental protection.

  1. Long-term business development plan:

    • (1) We will continue to dedicate ourselves to higher-end PCBs. The products are as follows:

      • *Information board – 20 to 52 layer boards for workstation, servers and other applications.

      • *Internet – Networking, Router, 400, 800G network communication board, high-end storage equipment.

      • *20 to 52 Layer – Backplane, industrial computer

      • *Communication board – Build up board, 5G base station board

      • *Wafer testing board – Wafer test tooling board, semiconductor equipment board, IC test board

    • (2) We will strive for more orders for high value-added AI products, cloud server boards, network communication, and base station boards.

    • (3) Shortening lead time and improvement of customer satisfaction

  2. II. Market, production and sales overview:

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(I) Market analysis:

1. Locations where products and services are provided:

Unit: NTD thousand; %

Sales
region
Taiwan America Asia Mainland
China
Other
regions
Total
2023 10,523,829 3,564,460 4,454,197 10,858,842 642,622 30,043,950
2022 9,141,995 2,461,592 10,117,567 10,207,187 856,723 32,785,064

Source: Compiled by the Company

2. Market share

Share of PCB manufacturers in the sales of all the TWSE/GTSM listed companies

Unit: NTD 100 million

Manufacturer
2021
Share 2022 Share 2023 Share
Compeq 630
8.05%

764

9.03%

670

9.56%
GCE 266
3.40%

328

3.88%

301

4.30%
WUS 53
0.68%

51

0.60%

35

0.50%
Unimicron 1,046 13.36%
1,404
16.59%
1,040
14.84%
Hannstar
Board
570
7.28%

476

5.62%

430

6.14%
Unitech 135
1.72%

174

2.06%

150

2.14%
Tripod 630
8.05%

657

7.76%

589

8.40%
Chinpoon 162
2.07%

175

2.07%

167

2.38%
TPT 275
3.51%

219

2.59%

189

2.70%
Kinsus 357
4.56%

424

5.01%

268

3.82%
Others 3,706 47.33%
3,792
44.80%
3,169
45.22%
Total 7,830 100.00%
8,464
100.00%
7,008
100.00%

Source: PCB Information Magazine; ITRI Economic and Trade Center; TPCA

3. Future supply, demand and growth of the market:

Affected by the disappearance of epidemic dividends, the global PCB industry finally saw the light of day in the third quarter of 2023 after a year of correction. Looking at 2023, TPCA pointed out that despite the 15.6% decline compared to the previous year due to the weak terminal demand, international conflicts, high inflation, high inventory and other negative factors, the production value was slightly higher than the pre-pandemic level.

According to TPCA, sales of end products rebounded in the third quarter. Although most sales are only reflected in the inventory

111

consumption of channels or customers, it will take time for the sales to be extended to the upstream component supply chain. It is believed that the PCB industry in Taiwan will embrace a new growth cycle after the destocking. It is estimated that the annual output value in 2024 will reach US$78.2 billion, with an annual growth rate of 6.3%.

Overall, TPCA stated that as global inflation cools down, the pace of interest rate hikes will slow down. This will help stabilize consumer confidence. Moreover, customers will replenish the goods after inventory depletion. Therefore, the future of electronic end products in 2024 will be promising. The recovery of the circuit board industry from the bottom in the next year has become a consensus. Optimistic development of the AI, high-performance computing (HPC), electric vehicles and other applications will continue to promote the increase of the consumer demand.

4. Competitive niches

  • (1) Outstanding production technologies and R&D capabilities

The Company has professional and technical personnel, and continuous improvement of process capabilities. R&D personnel prepare technical deployment for new product applications in advance. In addition to various approved patents, the Company has many new patents pending. The outstanding production technologies and R&D capabilities are one of the key factors that distinguish the Company from the competitors in the industry.

  • (2) High business strength and good long-term cooperative relationship with customers

The Company is the largest server PCB manufacturer in Taiwan with the world-class server companies as the main customers. In recent years, the export ratio is over 80% and the sales targets are mostly well-known manufacturers and assembly companies. The customers are engaged in business in different industries across different continents, including information, communication, and internet. The Company has established good long-term cooperative relationships with customers

  • (3) Regional division of labor for production and flexible production and management

In line with the establishment of factories in Mainland China and Southeast, after setting up the factory in Zhongli, a plant was established in Suzhou, China, in 2000 and Changshu Plant began mass production in 2006. In 2011, the second HDI production capacity, Changshu Plant No. 2, was set up. Currently, the total monthly production capacity in China has reached 3 million square feet, accounting for more than 60% of the Group’s total monthly production capacity of 4 million square feet. In

112

addition to effectively reducing costs, the Company can adjust the shipping location in alignment with customer’s operating model to assure the stability of orders. A new plant was established in Thailand in 2023, and it is currently under construction. The plant is expected to go into mass production in the first half of 2025 in the hope to ease the tension of existing production lines and satisfy the demand for a diverse supply chain of clients.

  1. Favorable and unfavorable factors for development prospects and countermeasures

(1) Favorable factors:

  • A. The domestic industry has a complete upstream, midstream and downstream integration system, and is highly competitive in the industry.

  • B. The application market of new products is focused on servers and network communication, and can grow tremendously with the development of cloud technologies.

  • C. Most of the customers are world-renowned companies in the information and communication electronics industry, which helps the Company to obtain the latest R&D information and define future development directions.

  • (2) Unfavorable factors and countermeasures:

  • A. The industry is highly polluting with high environmental protection standards and high pollution prevention costs. Countermeasures:

  • a. Mitigate the impact of greenhouse effect and work hard to reduce greenhouse gas emissions through the replacement of highly energy-consuming equipment, the introduction of low-carbon technology and process improvement.

  • b. Reduce the environmental impact of waste water: especially for the impact of heavy metal contamination on river basin, and the measure to control and reduce the copper ion concentration of effluent has been adopted.

  • c. In response to circular economy, implement waste reclamation and resue to actively achieve the goal of zero waste to landfill.

  • B. The capital expenditure is high, the depreciation is high, and the return is slow.

Countermeasures:

  • a. Prevent excessive capital expenditure and respond to temporary production shortages through outsourcing.

  • b. Sell idle equipment to reduce the pressure from fixed depreciation,

  • C. PCB manufacturers have expanded their production capacity in China

113

and Southeast Asia, resulting in price competition with other companies in the industry.

Countermeasures:

  • a. Improve the on-time delivery rate of orders to meet customer needs.

  • b. Strengthen target management to reduce scraps.

  • c. Upgrade technology and strive for higher value-added board sales.

  • D. Rising labor costs and labor shortage abroad. Countermeasures:

  • a. Improve automation Production to reduce reliance on labor.

  • b. Stabilize quality and improve management efficiency.

  • E. The growth of end products is slow Countermeasures:

  • a. Develop new application areas.

  • b. Enter niche markets

(II) Supply of main raw materials:

The Company is a professional manufacturer of printed circuit boards, mainly including substrates, films, copper foil, dry film and various electroplating chemicals. The procurement sources are major domestic manufacturers and the long-term supply relationship is good and stable. In terms of the most important raw materials – substrates and films, all of them are sourced from famous leading domestic manufacturers with good reputation. They have good long-term stable supply and demand relationships with the Company and the price can appropriately reflect the market conditions of the information and electronics industry. In addition, the above-mentioned companies are all located in neighboring cities and counties in the northern region. This is convenient for the timely delivery of goods and the Company can save warehousing costs.

  • (III) Purpose of main products and production process:

1. Purpose of main products

Mainproduct Mainpurpose
PCB Personal computers, fax machines, industrial automation
related equipment, numerical control equipment,
communication equipment, smart phones, servers,
industrial computers,semiconductor testingequipment

114

2. Production process

Multi-layer PCB production process introduction

==> picture [397 x 681] intentionally omitted <==

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

Material issue Film removal,
etching, tin and
lead stripping
Pre-treatment of AOI
inner layer inspection
Semi-finished
product testing
Inner layer
exposure
Pre-treatment of
solder mask
printing
Inner layer
development and
etching
AOI Solder mask
inspection printing
Inner layer
browning
Pre-baking
Combination
Solder mask
exposure
Pressing
Post solder mask
baking
Drilling
Text printing
PTH + primary
copper
Gold-plated
finger
Back drill
Chemical gold + Organic
Soldering Preservative
(OSP)
Vacuum plug
hole
Molding
PTH + primary
----- End of picture text -----

115

==> picture [388 x 284] intentionally omitted <==

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

copper
Final cleaning
Pre-treatment of
out layer
Semi-finished
product testing
Outer layer Finished
exposure product
inspection
Outer layer Packaging
development
Secondary Shipping
copper/tin lead
plating
----- End of picture text -----

116

(IV) Major suppliers and customers in the last two years:

  1. List of major suppliers in the most recent two years (accounting for more than 10% of net purchase)

Unit: NTD thousand

2022 (consolidated) 2022 (consolidated) 2023 (consolidated) 2023 (consolidated)
Item Title Amount Proportion to
the net
purchase of the
year (%)
Relationship
with the
issuer

Title
Amount Proportion to
the net
purchase of the
year (%)
Relationship
with the
issuer
1 CompanyA 2,401,699 13.67% None. CompanyA 3,747,122 24.80% None.
2 CompanyB 2,037,221 11.60% None. CompanyB 1,717,258 11.37% None.
3 CompanyC 1,836,870 10.46% None.
Others 11,286,990 64.27% Others 9,642,826 63.83%
Netpurchase 17,562,780 100.00% Netpurchase 15,107,206 100.00%

Note 1: List the names of the suppliers accounting for more than 10% of the total purchase in the most recent two years, and the amount and proportion of the purchase. However, a code can be used if the contract stipulates that the name of the supplier shall not be disclosed or if the transaction partner is an individual and not a related party, and may be given a code name.

117

2. List of major customers in the most recent two years (accounting for more than 10% of net sales)

Unit: NTD thousand

2022 (consolidated) 2022 (consolidated) 2023 (consolidated) 2023 (consolidated)
Item Title Amount Proportion to
the net
purchase of the
year (%)
Relationship
with the
issuer

Title
Amount Proportion to
the net
purchase of the
year (%)
Relationship
with the
issuer
1 Company B 7,695,509 23.47% None. Company A 5,263,967 17.52% None.
2 Company A 4,428,650 13.51% None. Company B 5,066,472 16.86% None.
3 Company C 4,354,182 13.28% None. Company C 3,526,879 11.74% None.
4 Company D 3,472,254 11.56% None.
Others 16,306,723 49.74% Others 12,714,378 42.32%
Net purchase 32,785,064 100.00% Net purchase 30,043,950 100.00%

Note 1: List the names of the customers accounting for more than 10% of the total sales in the most recent two years, and the amount and proportion of the sales. However, a code can be used if the contract stipulates that the name of the customer shall not be disclosed or if the transaction partner is an individual and not a related party, and may be given a code name.

118

  • (V) Production volume and value in the most recent two years

Unit: NTD thousand

Production
volume/value
Year
Main products
(or by
department)
2022 2023
Production
capacity
Production
volume
Production
value
Production
capacity
Production
volume
Production
value
PCB 48,000,000 21,499,835 25,468,406 48,000,000 15,151,924 22,667,990

Note: This is consolidated information. The production capacity in this table is gross sq ft and net sq ft. Product portfolio may affect the output and the capacity figures are for reference only.

  • (V) Sales volume and value in the most recent two years

Unit: NTD thousand

Unit: NTD thousand Unit: NTD thousand Unit: NTD thousand Unit: NTD thousand
Year
Sales
volume/value
Main product

2022
2023
Domestic sales Export sales Domestic sales Export sales
Volume Value Volume Value Volume Value Volume Value
PCB 15,953,236 19,349,182 6,173,828 13,435,882 11,627,024 21,382,671 4,962,235 8,661,279

III. Information on employees in the most recent two years and up to the date of publication of the annual report:

Year 2022 2023 113.3.31
Employee
Number of
people
Indirect employee 1,606 1,671 1,671
Direct labor 5,530 4,860 4,683
Total 7,136 6,531 6,354
Average age 30.7 34.37 34.82
Average service years 4.6 6.06 6.13
Education
background
Doctoral degree 1 1 1
Master’s degree 86 101 101
University/college
1,973
2,074 2,053
Senior high
school
3,535 3,565 3,429
Below high
school
1,541 790 770

119

IV. Information on environmental protection expenditure:

  • (I) Losses due to environmental pollution in the most recent year and up to the date of annual report and countermeasures:
annual report and countermeasures:
Year
Item

2022
2023 Current year up to
the publication date
of the annual report
Pollution status None. None. None.
Punishment None. None. None.
Countermeasure None. None. None.

(II) Estimated environmental protection expenditure in the next two years

Year
Item
2022 2023
Proposed
purchase of
pollution
control
equipment or
the scope of
expenses
1.
Expenses on additional
wastewater equipment,
consumables and chemicals
2.
Expenses on additional
installation and maintenance of
air pollution control equipment
3.
Purchase ofgreen electricity
1.
Expenses on additional
wastewater equipment,
consumables and chemicals
2.
Expenses on additional
installation and maintenance of
air pollution control equipment
3.
Purchase ofgreen electricity
Expected
improvements
Compliance with environmental
standards and cost reduction
Compliance with environmental
standards and cost reduction
Amount NT$157,851thousand NT$234,900thousand

V. Labor–management relations

  • (1) Employee welfare measures, continuing education, training, retirement system and

the implementation thereof, and the agreement between labor and management.

1. Employee welfare:

Gold Circuit Electronics hopes to work with all employees to create profits. We attach importance to sharing profit with colleagues. When the Company achieves its operational goals, employees can share in the results of the Company’s success. Therefore, a certain percentage of profit is allocated as production and year-end bonuses to encourage employees to continue making effort. We implement the employee salary adjustment and production bonus systems and provide allowances for weddings, funerals, and festivals.

Scholarships and scholarships are provided to employees and their children; travel allowances are provided to employees so that they can relax

120

after work; subsidies are provided for various events and club activities held in the plant.

The Welfare Committee provides subsidies for weddings, funerals, hospitalization, and childbirth. It also provides cash gifts for birthdays, three major festivals, and Labor Day to express condolences to employees. The Company continues to negotiate with contractors and canteen and for in-plan exhibitions and sales activities to provide more discounts and privileges to employees.

We attach great importance to employee education and training, provide pre-service, on-the-job training, career development planning, and diversified learning channels, organize on-the-job training on labor safety, environmental protection, and quality control education every year, and introduce an e-learning platform to increase the flexibility and efficiency of study. The Company encourages employees to learn actively and provides external training on their skills to enhance their professional ability and core competitiveness.

2. Work environment and personal safety

The Company attaches great importance to the welfare planning for employees, and is committed to creating a work environment that takes care of employees’ physical and mental health, meets personal needs, and is worry-free.

In addition to providing social insurance in accordance with the Labor Standards Act and related laws and regulations, the Company provides employees with group medical insurance and regular health checkups. The Company Includes all the employees who require Level 2 health management in the worker health guidance project to provide a more robust and comprehensive health and safety management system.

To ensure employees’ health and safety, the Company provides a bright and clean work environment and conducts work environment inspections every half year as per laws and regulations. The inspections include temperature/humidity, lighting, noise, and toxic and hazardous substances. The results are all in line with national standards and within the allowable concentration range. The Company will review and make improvements based on the report results and historical records. It also provides employees with necessary education and training and protective equipment. Work safety and health personnel will also visit the plant sites from time to time to conduct inspections. They will inspect various firefighting equipment and measures, and guide employees for various hazardous operations and preventive measures to prevent employees from being exposed to dangerous work environment and workplace. Furthermore, it offers health examination and special health examination for employees

121

every year, and provides employees with health knowledge and the information on the improvement to health promotion in the workplace as advised by professional physicians.

In response to the implementation of laws related to maternity protection, the Company has set up several breastfeeding rooms so that employees can have a safe environment for milk pumping and storage in the plants. Meanwhile, pregnant and lactating female laborers are prohibited from engaging in dangerous or harmful work, and they are also not allowed to work night shifts to protect the safety of the mother and fetus. During the maternal health protection period, the factory nurse takes the initiative to care for the mothers by providing breastfeeding, childcare, and health education information to meet personal needs. In addition to providing friendly maternal protection equipment and space, the Company provides on-site medical services to ensure the operation and work environment for employees during and after pregnancy. The Company also arranges for employees, unit heads, physicians, nurses, and industrial safety personnel to jointly conduct maternal protection evaluations to ensure that maternal employees are well taken care of.

In addition, the on-site services of general and occupational physicians are provided six times a month, so that employees have professional consultation channels for their physical healthcare. The Company also conducts on-site improvements and evaluations in response to physicians’ suggestions. The infirmary provides employees with healthcare information from time to time, so that employees can absorb and obtain correct and effective health and safety information.

The implementation of the “one fixed day off and one flexible rest day” system started in Taiwan on December 23, 2016. As early as the year before the previous year, the Company adjusted the shift system and increased the manpower. As a result of the amendment of the labor regulations to the 40-hour workweek, we implement a “four workdays with two-day off” system that is better than the statutory number of holidays, allowing employees to have more time for their families or enjoy their personal lives.

3. Retirement system:

In compliance with the Labor Standards Act and the Labor Pension Act, the Company contributes 2% of the total salary on a monthly basis as the employee pension reserve fund under the old system. For employees subject to the new labor retirement system, the Company contributes 6% of the insured salary on a monthly basis to the individual pension fund account.

4. Important labor-management agreements:

122

The Company has always been based on the management philosophy of labor-management integration, co-existence, and mutual prosperity to handle labor relations. Therefore, the Company attaches great importance to the opinions of employees. They can always reflect the situation encountered at the workplace or in their lives through the Company’s formal or informal communication channels. The two-way communication between the Company and the employees helps both understand each other better, build consensus, and create great results together.

  • (1) Departmental meetings: Focusing on the communication of work problems, the allocation of manpower, the discovery of key issues, and the dissemination government orders and the evaluation of their implement, so that employees can fully understand the production technology, safety and health, and quality management. and achieve consistent decision-making and cohesion at the meetings in and between the departments and outside the factory.

  • (2) Employee Welfare Committee meetings: Members of the committee are elected from among the Company’s employees who are more knowledgeable, experienced, and capable in communication. Therefore, during the welfare committee meeting, employees and employers can engage in extensive and in-depth topical discussions on welfare measures; the meetings can be used to discuss employees’ work and life issues more deeply and listen to relevant opinions on these issues. Through this mode of negotiation and communication, both parties can strengthen mutual trust and understanding, and provide important references for management and administration.

  • (3) Labor-management meeting: This is a bridge of communication between labor and management in order to coordinate labor–management relations, promote labor–management cooperation, and improve work efficiency. Labor status reports, production plans, and business overview can be discussed at the meeting, including labor conditions, labor welfare planning, revision of work rules, work environment, production status, etc.

  • List any losses suffered by the Company in the most recent two fiscal years and up to the annual report publication date due to labor disputes, and disclose an estimate of possible expenses that could be incurred currently and in the future and measures being or to be taken: None.

Detail on the violation of the Occupational Safety and Health Act and the Labor Standards Act by the Company and its subsidiaries in the most

123

recent two fiscal years and up to the annual report publication date is listed below, and all fines were paid within the time limits and subsequent improvements have been made:

Disposition
dates
Disposition
reference
numbers
Articles of law
violated
Brief description Fine
amount
Measure taken
2022/7/5 Lao-Zhi-Sh
ou-Zi No.
1110203771

Article 21 of the
Rules for
Occupational
Safety and
Health Facilities,
and Article 6,
paragraph 1 of
the Occupational
Safety and
Health Act.


Employee fell due
to the drain cover
with height
difference outside
the corporate
cafeteria.
60,000 The damaged
road has been
paved to prevent
slips and regular
road repair and
pavement in the
plant campus
have been
carried out to
avoid such an
incident.
2022/10/13 Fu-Lao-Jian
-Zi
No.1110289
340
Article 287 of
the Rules for
Occupational
Safety and
Health Facilities,
and Article 6,
paragraph 1 of
the Occupational
Safety and
Health Act.


When filling the
50% sulfuric acid
into the
neutralizer tank,
the labor wore a
protective eyewear
with limited
protection while
the sulfuric acid
splashed onto the
employee on
September 27. The
employee was
hospitalized with
the injured left
eye.


100,000
The chemical
filling process
has been
automated to
eliminate the
risk of exposure
to chemicals
arising from
manual
operation.
2022/11/14 Fu-Lao-Tiao
-Zi
No.1110312
226
Article 32,
paragraph 2 of
the Labor
Standards Act
The total number
of overtime
exceeded the legal
limit.
50,000 The early
warning system
for excessive
work hours has
been established
to remind
supervisors to
consider the

124

Disposition
dates
Disposition
reference
numbers
Articles of law
violated
Brief description Fine
amount
Measure taken
work hours of
personnel when
scheduling shifts
and avoid any
violation of
laws.
2022/12/28 Lao-Zhi-Sh
ou-Zi No.
1110207407

Article 37,
paragraph 2 of
the Occupational
Safety and
Health Act.

An occupational
accident that a
labor of the
Zhongli Plant fell
and injured
incurred on
December 5, 2022,
and the Company
was notified about
the labor’s
hospitalization
on December 6,
2022 and later, on
December 7,
reported to the
Occupational
Safety and Health
Administration
online, which was
beyond the legally
required 8-hour
notification time
limit.

60,000
Training and
education about
the definition of
8-hour
notification time
limit have been
provided to
avoid any
delayed filing
due to
misunderstandin
g.
2023/5/24 Fu-Lao-Tiao
-Zi
No.1120135
283
Article 32,
paragraph 2 of
the Labor
Standards Act
The total number
of overtime
exceeded the legal
limit.
100,000 The head count
has been
continuously
increased for
easier work
arrangement for
supervisors.
  • VI. Cyber security management:

  • (I) Information security risk management framework

125

  1. Information security management system framework

The Company’s information security management system adopts the “Plan-Do-Check-Act (PDCA)” cycle operation model as described as follows:

  1. (1) Planning and establishment (Plan)

Based on the overall strategy and goals, by establishing an information security management organization, the Company controls potential threats and vulnerabilities, and plans risk assessment and security control mechanisms to establish an information security management system.

  1. (2) Implementation and operation (Do)

Based on the results of the assessment and planning, the Company establishes or modifies the required information security control mechanism.

  1. (3) Supervision and audit (Check)

The Company supervises the implementation of various operations of the information security management system and checks its effectiveness to ensure the implementation of information security management.

  1. (4) Maintenance and improvement (Act)

    • The Company implements corrective and preventive measures based on the results of supervision and audit and recommendations, and improves and implements the required control mechanism to continuously maintain the operation of the information security management system.
  2. Information security goals

Based on the information security policy, the objectives of the information security management system are defined, and statistics for each objective are reported every year to confirm the achievement of the objectives as described below:

  • a) (1) Ensure the protection and storage of the data of the Company and customer to prevent improper intentions or illegal circumstances.

  • b) (2) Comply with legal requirements, the orders of the competent authority, and the requirements of customer contracts or professional duties.

  • c) (3) Ensure the accuracy and completeness of the information provided.

  • d) (4) Take appropriate actions when an information security incident causes damage to the rights and interests of the stakeholders.

  • e) (5) Ensure the continuity and timeliness of the services provided.

  • Risk management

126

With reference to the international standards ISO31000 and ISO27005, the Company conducts panoramic analysis of the organization and risk assessment of key information assets in order to plan risk response plans. The effectiveness of risk management is verified through the management review conducted by the “Information Security Committee” to check whether the risk protection measures can effectively reduce the relevant risks and achieve the expected goals.

  1. Information Security Committee

==> picture [426 x 212] intentionally omitted <==

(II) Information security policy

This information security policy is formulated and an information security management system is established to ensure the security of information data, systems, equipment and network communication, and to effectively reduce the risks such as theft of information assets, improper use, leakage, tampering, or damage due to human negligence, deliberate actions or natural disasters.

  1. Assure the confidentiality, integrity, availability and legality of all information and assets collected, processed and utilized.

  2. Continue to operate the informatization of core business, maintain the effectiveness of the information security management system, and improve the quality of internal and external information services.

127

(III) Specific management plan

Trend analysis of important host warning systems and abnormal activities
Cyber- Enhanced network firewall and network control to prevent computer viruses
Security 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.
Terminal anti-virus measures created for the specific type of computer to
Device improve detection of malware activities
Security Virus scanning upon entry of units to site to prevent against entrance of units
containing malware to the Company
Introduce security software development (SSDC) to reduce
Application program security vulnerabilities
Security 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 Document classification and data encryption control and effective tracking
Protection 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
Educational attacks and defensive detection of phishing mails
Training Periodic courses on the awareness and communication of business secrets and
and Communication information security, at least 2 hours a year.
Information security risk alert notice and information security communication
mail sent from time to time
Strengthen internal control system and organize internal audit
trainingof talents on a regular basis

128

  • (IV) Invest resources in information security management

==> picture [456 x 510] intentionally omitted <==

  • (V) Losses due to information security incidents: None.

129

VII.

Important contracts:

Nature of
the
contract
Party Starting and ending
dates of the contract
Main Content Restrictive
clause
Trading
contract
Commend Machinery
Co., Ltd.
03.09.2023–12.31.2024 Gantry-type pulse
plating line (12
copper)
None.
Trading
contract
Commend Machinery
Co., Ltd.
11.07.2023–06.30.2024 PTH + Flash plating
line
None.
Trading
contract
BURKLE PCB
MACHINERY
LIMITED
10.19.2023–12.31.2025 Press machine None.

130

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 Standards

Unit: NTD thousand

Year
Item
Year
Item

Financial data for the last five years

Financial data for the last five years

Financial data for the last five years

Financial data for the last five years
2019 2020 2021 2022 2023
Current assets 13,774,664 14,726,407 18,162,077 22,726,472 24,912,799
Property, Plant, and
Equipment
5,595,078 5,586,368 5,679,186 6,294,437 6,945,126
Intangible assets 20,431 18,500 26,550 42,539 58,186
Other assets (Note 1) 1,518,211 1,318,221 1,112,472 977,150 1,185,132
Total assets 20,908,384 21,649,496 24,980,285 30,040,598 33,101,243
Current
liabilities
Before
distribution

10,871,241
9,203,124 10,274,232 11,856,726 10,475,329
After
distribution

10,022,856 11,476,506 13,578,162 12,196,765
Non-current liabilities 2,871,173 3,180,736 3,303,939 3,859,854 5,794,789
Total
liabilities
Before
distribution

13,742,414
12,383,860 13,578,171 15,716,580 16,270,118
After
distribution

13,203,592 14,780,445 17,438,016 17,991,554
Equity attributable to
owners of the parent
company
7,165,970 9,265,636 11,402,114 14,324,018 16,831,125
Capital stock 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 1,206,574 1,219,167 2,117,649
Retained
earnings
Before
distribution

98,468
2,155,492 4,571,187 8,002,438 9,776,642
After
distribution

1,335,760 3,368,914 6,281,002 8,055,206
Other equityitems 229,867 272,509 257,951 276,776 111,197
Treasurystocks (98,477) (98,477) (98,477) (92,754) (92,754)
Non-controlling
interests
Total
equity
Before
distribution

7,165,970
9,265,636 11,402,114 14,324,018 16,831,125
After
distribution

8,445,904 10,199,840 12,602,582 15,109,689

Source: The consolidated financial information of the aforementioned years has been audited or reviewed by

CPAs.

131

  • Note 1: Note 1: Other assets, including investment property, for 2019, 2020, 2021, 2022 and 2023 were NT$574,400 thousand, NT$577,000 thousand, NT$577,900 thousand, NT$576,200 thousand, and NT$595,800 thousand, respectively.

  • Note 2: The 2023 earnings allocation proposal has been proposed by the board of directors but has not yet been approved by the shareholders’ meeting.

132

(II) Consolidated Condensed Statement of Comprehensive

Income-International Financial Reporting Standards

Unit: NTD thousand

(Except for earnings (losses) per share expressed in NTD)

Unit: NTD thousand
(Except for earnings (losses) per share expressed in NTD)
Unit: NTD thousand
(Except for earnings (losses) per share expressed in NTD)
Unit: NTD thousand
(Except for earnings (losses) per share expressed in NTD)
Unit: NTD thousand
(Except for earnings (losses) per share expressed in NTD)
Unit: NTD thousand
(Except for earnings (losses) per share expressed in NTD)
Year
Item

Financial data for the last five years
2019 2020 2021 2022 2023
Operating income 18,990,719 23,398,323 26,607,474 32,785,064 30,043,950
Gross profit 2,490,615 5,290,580 6,371,040 8,728,088 7,723,796
Operating income
(loss)
669,405 3,073,918 4,122,521 6,036,712 5,136,067
Non-operating
income and
expenditure
(399,205) (376,036) (74,003) 351,621 81,840
Net income before tax
270,200
2,697,882 4,048,518 6,388,333 5,217,907
Net profit from
continuing operations
for currentyear
129,726 2,066,612 2,926,854 4,567,875 3,528,592
Loss from
discontinued
operations
Net profit (loss) for
current year
129,726 2,066,612 2,926,854 4,567,875 3,528,592
Other comprehensive
income (net of tax)
(16,239) 33,054 20,771 84,475 (198,531)
Total comprehensive
income for current
year
113,487 2,099,666 2,947,625 4,652,350 3,330,061
Net income
attributable to owners
of theparent company
129,726 2,066,612 2,926,854 4,567,875 3,528,592
Net income
attributable to
non-controlling
interests
Total comprehensive
income attributable to
owners of the parent
company
113,487 2,099,666 2,947,625 4,652,350 3,330,061
Total comprehensive
income attributable to
non-controlling
interests
Earnings per share 0.24 3.82 5.41 8.86 7.25

Source: The consolidated financial information of the aforementioned years has been audited or reviewed by

CPAs.

133

(III) Standalone Condensed Balance Sheet - International Financial Reporting Standards

Unit: NTD thousand

Standards Standards Unit: NTD thousand Unit: NTD thousand Unit: NTD thousand Unit: NTD thousand Unit: NTD thousand
Year
Item
Financial data for the last five years
2019 2020 2021 2022 2023
Current assets 11,448,008 11,770,633 14,264,162 17,187,233 18,902,616
Investments using the
equitymethod
739,258 2,627,936 4,873,407 8,124,156 10,173,103
Property, Plant, and
Equipment
2,379,241 2,476,950 2,460,514 2,776,751 3,184,108
Intangible assets 11,191 9,238 16,394 34,922 47,736
Other assets (Note 1) 1,215,795 1,058,214 859,238 697,160 897,324
Total assets 15,793,493 17,942,971 22,473,715 28,820,222 33,204,887
Current
liabilities
Before
distribution

5,833,376
6,604,017 8,690,030 10,938,080 10,925,718
After
distribution

7,423,749 9,892,304 12,659,516 12,647,154
Non-current liabilities 2,794,147 2,073,318 2,381,571 3,558,124 5,448,044
Total
liabilities
Before
distribution

8,627,523
8,677,335 11,071,601 14,496,204 16,373,762
After
distribution

9,497,067 12,273,875 16,217,640 18,095,198
Equity attributable to
owners of the parent
company
7,165,970 9,265,636 11,402,114 14,324,018 16,831,125
Capital stock 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 1,206,574 1,219,167 2,117,649
Retained
earnings
Before
distribution

98,468
2,155,492 4,571,187 8,002,438 9,776,642
After
distribution

1,335,760 3,368,914 6,281,001 8,055,206
Other equity items 229,867 272,509 257,951 276,776 111,197
Treasury stocks (98,477) (98,477) (98,477) (92,754) (92,754)
Non-controlling
interests
Total
equity
Before
distribution

7,165,970
9,265,636 11,402,114 14,324,018 16,831,125
After
distribution

8,445,904 10,199,840 12,602,582 15,109,689

Note 1: Other assets, including investment property, for 2019, 2020, 2021, 2022 and 2023 were NT$574,400 thousand, NT$577,000 thousand, NT$577,900 thousand, NT$576,200 thousand, and NT$595,800 thousand, respectively.

134

  • (IV) Standalone Condensed Statement of Comprehensive Income-International Financial Reporting Standards

Unit: NTD thousand

(Except for earnings (losses) per share expressed in NTD)

Unit: NTD thousand
(Except for earnings(losses) per share expressed in NTD)
Unit: NTD thousand
(Except for earnings(losses) per share expressed in NTD)
Unit: NTD thousand
(Except for earnings(losses) per share expressed in NTD)
Unit: NTD thousand
(Except for earnings(losses) per share expressed in NTD)
Unit: NTD thousand
(Except for earnings(losses) per share expressed in NTD)
Year
Item

Financial data for the last five years
2019 2020 2021 2022 2023
Operatingincome 16,317,433 21,865,903 25,550,218 31,558,391 29,428,588
Grossprofit 1,249,062 1,953,385 2,304,031 3,134,076 2,877,301
Operating income
(loss)
285,561 734,762 1,153,732 1,698,400 1,511,294
Non-operating
income and
expenditure
(83,407) 1,624,052 2,246,582 3,526,359 2,814,596
Net income before
tax
202,154 2,358,814 3,400,314 5,224,759 4,325,890
Net profit from
continuing
operations for
currentyear
129,726 2,066,612 2,926,854 4,567,875 3,528,592
Loss from
discontinued
operations
Net profit (loss) for
current year
129,726 2,066,612 2,926,854 4,567,875 3,528,592
Other
comprehensive
income(net of tax)
(16,239) 33,054 20,771 84,475 (198,531)
Total
comprehensive
income for current
year
113,487 2,099,666 2,947,625 4,652,350 3,330,061
Net income
attributable to
owners of the
parent company
Net income
attributable to
non-controlling
interests
Total
comprehensive
income attributable
to owners of the
parent company
Total
comprehensive
income attributable
to non-controlling
interests
Earningsper share 0.24 3.82 5.41 8.86 7.25

135

(V) Name of CPAs and Opinions Thereof in the Last Five Years:

Year CPA Audit Opinion
2023 Chao-Ling Chen and
Chun-Yi Chang
Unqualified opinion
2022 Chao-Ling Chen and
Chun-Yi Chang
Unqualified opinion
2021 Chao-Ling Chen and
Jui-Na Chang
Unqualified opinion
2020 Chao-Ling Chen and
Jui-Na Chang
Unqualified opinion
2019 Chao-Ling Chen and
Jui-Na Chang
Unqualified opinion

136

II. Analysis of financial data for the last five years

(I) Analysis of consolidated financial data – International Financial Reporting Standards

Year (Note 1)

Item(Note 2)
Year (Note 1)

Item(Note 2)
Financial data for the last five years (Note 1) Financial data for the last five years (Note 1) Financial data for the last five years (Note 1) Financial data for the last five years (Note 1) Financial data for the last five years (Note 1)
2019 2020 2021 2022 2023
Financial
structure
(%)
Debt ratio 65.73
57.2

54.36

52.32

49.15
Ratio of long-term capital to property,
plant and equipment

179.39

222.8

258.95

288.89

325.78
Solvency
(%)
Current ratio 126.71
160.02

176.77

191.68

237.82
Quick ratio 97.51
122.03

125.92

139.67

174.3
Interest coverage ratio 2.03
17.02

60.61

70.98

44.52
Operating
performance
Receivables turnover(times) 2.87
3.36

3.29

3.27

2.78
Average collection days 128
108

111

112

131
Inventoryturnover(times) 5.37
6.22

5.12

4.61

3.85
Payables turnover(times) 3.93
4.4

4.33

4.31

3.82
Average turnover days 68
59

71

79

95
Property, plant and equipment turnover
(times)

3.23

4.19

4.72

5.48

4.54
Total assets turnover(times) 0.9
1.1

1.14

1.19

0.95
Profitability Return on assets(%) 1.62
10.34

12.79

16.87

11.48
Return on equity (%) 1.82
25.15

28.32

35.51

22.65

Ratio of pre-tax income to paid-in capital
(Note 7)

4.94

49.37

74.08

129.89

106.09
Profit margin(%) 0.68
8.83

11

13.93

11.74
Earningsper share(NTD) 0.24
3.82

5.41

8.86

7.25
Cash flow Cash flow ratio(%) 16.12
32.47

23.26

37.48

50.76

Cash flow adequacyratio(%)
160.66
168.65

117.41

125.65

135.51
Cash flow reinvestment ratio(%) 6.82
10.75

5.24

9.6

9.38
Leverage Operatingleverage 11.47
3.56

3.11

1.97

2.06
Financial leverage 1.65
1.06

1.02

1.02

1.02
Reasons for changes in various financial ratios in the last two years. (If the increase/decrease does not
reach 20%, the analysis is not required)
1.
Increase in current ratio and quick ratio: Mainly due to the decrease in short-term borrowings as a
result of issuance of convertible bonds.
2.
Decrease in interest coverage ratio: Mainly due to the increase in interest expenses.
3.
Increase in Average turnover days: Mainly due to the decrease in inventory turnover.
4.
Decrease in total asset turnover: Mainly due to the decrease in net sales.
5.
Decrease in return on assets and return on equity: Mainly due to the decrease in net income after tax.
6.
Increase in cash flow ratio: Mainlydue to issuance of convertible bonds.
  • If the company prepares the parent company only financial statements, it should also prepare a parent company only financial ratio analysis.

  • If the financial information prepared using IFRS is less than 5 years, financial information using R.O.C. Financial Accounting Standards shall be prepared separately.

Note 1: The year for which CPAs did not conduct audit or certification must be indicated. Source: The consolidated financial information of the aforementioned years has been audited or reviewed by CPAs.

Note 2: At the end of this table in the annual report, the calculation formulas below shall be listed:

  1. Financial structure

(1) Liabilities to assets ratio = total liabilities / total assets.

137

  • (2) Ratio of long-term funds to property, plant and equipment = (Total equity + Non-current liabilities) / Net property, plant and equipment.

  • Solvency

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

Quick ratio = (Current assets-Inventories-Prepayments) / Current liabilities.

Interest coverage ratio = Net income before income tax and interest expense / Interest expense in the current period.

  1. Operating performance

  2. (1) Receivables (including accounts receivable and notes receivable arising from operations) turnover = Net sales / Balance of average receivables for each period (including accounts receivable and notes receivable arising from operations).

  3. (2) Average collection days = 365 / Receivables turnover.

  4. (3) Inventory turnover = Cost of sales / Average inventory.

  5. (4) Payables (including accounts payable and notes payable arising from operations) turnover = Cost of sales / Balance of average payables for each period (including accounts payable and notes payable arising from operations).

  6. (5) Average turnover days = 365 / Inventory turnover rate.

  7. (6) Property, plant and equipment turnover = Net sales / Average net property, plant and equipment.

  8. (7) Total assets turnover = Net sales / Average total assets.

  9. Profitability

  10. (1) Return on assets = [Profit or loss after tax + interest expense x (1 - tax rate)] / Average total assets.

  11. (2) Return on equity = Profit or loss after tax / average total equity.

  12. (3) Profit margin = Profit or loss after tax / Net sales.

  13. (4) Earnings per share = (Profit or loss attributable to owners of the parent company - dividends from preferred stock) / Weighted average number of outstanding shares. (Note 3)

  14. Cash flow

  15. (1) Cash flow ratio = Net cash flow from operating activities / current liabilities.

  16. (2) Net cash flow adequacy ratio = Net cash flow from operating activities over the last five years / (Capital expenditure + Inventory increase + Cash dividend) over the last five years

  17. (3) Cash flow reinvestment ratio = (Net cash flow from operating activities - Cash dividends) / (Gross property, plant and equipment + Long-term investment + Other non-current assets + Working capital). (Note 4)

  18. Leverage

  19. (1) Operating leverage = (Net operating revenue - Variable operating costs and expenses) / Operating income (Note 6). (Note 5)

  20. (2) Financial leverage = operating income / (operating income - interest expense).

Note 3: For the formula for calculating the earnings per share above, special attention shall be paid to the matters below:

  1. The weighted average number of ordinary shares shall base on the number of common shares, instead of the number of shares outstanding at the end of the year.

  2. In the case of capital increase in cash or treasury stock transactions, the weighted average number of shares shall be calculated based on the outstanding period.

  3. In the case of capitalization of earnings or capitalization of capital surplus, when the earnings per share for prior years or on a semi-annual basis are calculated, retrospective adjustments shall be made in proportion to the capital increase ratio, without considering the issue period for capital increase.

  4. Where the preference shares are non-convertible cumulative preference shares, the dividends thereof for the current year (whether paid out or not) shall be deducted from the net income after tax, or added to net loss after tax. Where the preference shares are not cumulative, in the case of net income after tax, the dividends from the preference shares shall be deducted from the net income after tax; in the case of net loss, no adjustment is required.

Note 4: When cash flow analysis is performed, the items below shall be paid special attention to:

  1. The net cash flow from operating activities means the net cash inflow from operating activities on the cash flow statement.

  2. Capital expenditure refers to the cash outflow from capital investment every year.

  3. The increase in inventory is only included when the closing balance is greater than the opening balance. Where the inventory decreases at the end of the year, it will be calculated as zero.

  4. Cash dividends include cash dividends on ordinary shares and preference shares.

  5. Gross property, plant and equipment refers to the total amount of property, plant and equipment before accumulated depreciation is deducted.

138

  • Note 5: The issuer shall classify various operating costs and operating expenses as fixed and variable according to their nature. In the case of estimates or subjective judgments, attention shall be paid to their reasonableness and consistency.

  • Note 6: Where the Company’s stock has no par value or the par value per share is not NT$10. The calculation of the paid-in capital above shall be conducted based on the equity attributable to the owner of the parent company on the balance sheet.

139

(II) Analysis of standalone financial data -International Financial Reporting Standards

(II) Analysis of standalone financial data (II) Analysis of standalone financial data -International Financial Reporting Standards -International Financial Reporting Standards -International Financial Reporting Standards -International Financial Reporting Standards -International Financial Reporting Standards
Year (Note 1)

Item(Note 2)
Financial data for the last five years (Note 1)
2019 2020 2021 2022 2023
Financial
structure
(%)
Debt ratio 54.63
48.36

49.26

50.3

49.31
Ratio of long-term funds to fixed
property (%)

418.63

457.78

560.2

644

699.7
Solvency
(%)
Current ratio 196.25
178.23

164.12

157.13

173.01
Quick ratio 164.43
145.23

125.49

121.24

129.9
Interest coverage ratio 4.32
44.5

115.89

120.91

47.33
Operating
performance
Receivables turnover(times) 2.91
3.49

3.39

3.31

2.85
Average collection days 126
105

108

111

129
Inventoryturnover(times) 8.15
10.65

8.9

8.25

6.61
Payables turnover(times) 3.91
4.44

4.28

3.97

3.67
Average turnover days 45
35

41

45

56
Property,
plant
and
equipment
turnover(times)

6.64

9.01

10.35

12.05

9.87
Total assets turnover(times) 1.1
1.3

1.26

1.23

0.95
Profitability Return on assets(%) 1.20
12.51

14.6

17.94

11.61
Return on equity (%) 1.82
25.15

28.32

35.51

22.65

Ratio of pre-tax income to paid-in
capital

3.7

43.16

62.22

106.23

87.95
Profit margin(%) 0.8
9.45

11.46

14.47

11.99
Earningsper share(NTD) 0.24
3.82

5.41

8.86

7.25
Cash flow Cash flow ratio(%) 10.43
26.17

3.54

22.6

8.89

Cash flow adequacyratio(%)
177.94
177.09

85.99

87

60.71
Cash flow reinvestment ratio(%) 3.77
9.89

-2.06

5.34

-2.66
Leverage Operatingleverage 6.34
2.51

1.24

1.66

1.92
Financial leverage 1.27
1.08

1.03

1.03

1.06
Reasons for changes in various financial ratios in the last two years. (If the increase/decrease does not
reach 20%, the analysis is not required)
1.
Decrease in interest coverage ratio: Mainly due to the increase in interest expenses.
2.
Increase in inventory turnover and decrease in average turnover days: Mainly due to higher
inventory at the end of the period.
3.
Decrease in total asset turnover: Mainly due to the decrease in net sales.
4.
Decrease in return on assets and return on equity: Mainly due to the decrease in net income after
tax.
5.
Decrease in cash flow ratio, cash flow adequacy ratio and cash flow reinvestment ratio: Mainly due
to due to the decrease in net income before tax this year compared to last year, resulting in a
significant decrease in cash flow thisyear compared to lastyear.
  • If the company prepares the parent company only financial statements, it should also prepare a parent company only financial ratio analysis.

  • If the financial information prepared using IFRS is less than 5 years, financial information using R.O.C. Financial Accounting Standards shall be prepared separately.

Note 1: The year for which CPAs did not conduct audit or certification must be indicated. Source: The consolidated financial information of the aforementioned years has been audited or reviewed by CPAs.

Note 2: At the end of this table in the annual report, the calculation formulas below shall be listed:

  1. Financial structure

(1) Liabilities to assets ratio = total liabilities / total assets.

140

  • (2) Ratio of long-term funds to property, plant and equipment = (Total equity + Non-current liabilities) / Net property, plant and equipment.

  • Solvency

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

Quick ratio = (Current assets-Inventories-Prepayments) / Current liabilities.

Interest coverage ratio = Net income before income tax and interest expense / Interest expense in the current period.

  1. Operating performance

  2. (1) Receivables (including accounts receivable and notes receivable arising from operations) turnover = Net sales / Balance of average receivables for each period (including accounts receivable and notes receivable arising from operations).

  3. (2) Average collection days = 365 / Receivables turnover.

  4. (3) Inventory turnover = Cost of sales / Average inventory.

  5. (4) Payables (including accounts payable and notes payable arising from operations) turnover = Cost of sales / Balance of average payables for each period (including accounts payable and notes payable arising from operations).

  6. (5) Average turnover days = 365 / Inventory turnover rate.

  7. (6) Property, plant and equipment turnover = Net sales / Average net property, plant and equipment.

  8. (7) Total assets turnover = Net sales / Average total assets.

  9. Profitability

  10. (1) Return on assets = [Profit or loss after tax + interest expense x (1 - tax rate)] / Average total assets.

  11. (2) Return on equity = Profit or loss after tax / average total equity.

  12. (3) Profit margin = Profit or loss after tax / Net sales.

  13. (4) Earnings per share = (Profit or loss attributable to owners of the parent company - dividends from preferred stock) / Weighted average number of outstanding shares. (Note 3)

  14. Cash flow

  15. (1) Cash flow ratio = Net cash flow from operating activities / current liabilities.

  16. (2) Net cash flow adequacy ratio = Net cash flow from operating activities over the last five years / (Capital expenditure + Inventory increase + Cash dividend) over the last five years

  17. (3) Cash flow reinvestment ratio = (Net cash flow from operating activities - Cash dividends) / (Gross property, plant and equipment + Long-term investment + Other non-current assets + Working capital). (Note 4)

  18. Leverage

  19. (1) Operating leverage = (Net operating revenue - Variable operating costs and expenses) / Operating income (Note 6). (Note 5)

  20. (2) Financial leverage = operating income / (operating income - interest expense).

Note 3: For the formula for calculating the earnings per share above, special attention shall be paid to the matters below:

  1. The weighted average number of ordinary shares shall base on the number of common shares, instead of the number of shares outstanding at the end of the year.

  2. In the case of capital increase in cash or treasury stock transactions, the weighted average number of shares shall be calculated based on the outstanding period.

  3. In the case of capitalization of earnings or capitalization of capital surplus, when the earnings per share for prior years or on a semi-annual basis are calculated, retrospective adjustments shall be made in proportion to the capital increase ratio, without considering the issue period for capital increase.

  4. Where the preference shares are non-convertible cumulative preference shares, the dividends thereof for the current year (whether paid out or not) shall be deducted from the net income after tax, or added to net loss after tax. Where the preference shares are not cumulative, in the case of net income after tax, the dividends from the preference shares shall be deducted from the net income after tax; in the case of net loss, no adjustment is required.

Note 4: When cash flow analysis is performed, the items below shall be paid special attention to:

  1. The net cash flow from operating activities means the net cash inflow from operating activities on the cash flow statement.

  2. Capital expenditure refers to the cash outflow from capital investment every year.

  3. The increase in inventory is only included when the closing balance is greater than the opening balance. Where the inventory decreases at the end of the year, it will be calculated as zero.

  4. Cash dividends include cash dividends on ordinary shares and preference shares.

  5. Gross property, plant and equipment refers to the total amount of property, plant and equipment before accumulated depreciation is deducted.

141

  • Note 5: The issuer shall classify various operating costs and operating expenses as fixed and variable according to their nature. In the case of estimates or subjective judgments, attention shall be paid to their reasonableness and consistency.

  • Note 6: Where the Company’s stock has no par value or the par value per share is not NT$10. The calculation of the paid-in capital above shall be conducted based on the equity attributable to the owner of the parent company on the balance sheet.

142

III. Audit Committee’s Audit Report

GOLD CIRCUIT ELECTRONICS LTD.

Audit Committee’s Audit Report

The board meeting has prepared and submitted the Company’s business report, financial statements and earnings distribution proposal for 2023. The financial statements were audited by CPAs Chao-Ling Chen and Chun-Yi Chang of Deloitte and an audit report was issued accordingly.

The abovementioned business report, financial statements, and earnings distribution proposal have been audited by the Audit Committee and comply with the requirements of the Company Act and other relevant regulations. Therefore, the Report is submitted in accordance with Article 219 of the Company Act.

Please review and approve.

2024 General Shareholders’ Meeting of the Company

GOLD CIRCUIT ELECTRONICS LTD. Jen-Jou Hsieh, Convener of Audit Committee

March 12, 2024

143

IV. Financial Report for the Last Year

Independent Auditors’ Report

To GOLD CIRCUIT ELECTRONICS LTD.:

Audit opinions

We have audited the parent company only balance sheet of GOLD CIRCUIT ELECTRONICS LTD. as of December 31, 2023 and 2022, and the related parent company only statements of income, parent company only statements of changes in shareholders’ equity, parent company only statements of cash flow, and notes to the parent company only financial statements (including the material accounting policies summary) from January 1 to December 31, 2023 and 2022.

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, presenting fairly the parent company only financial position of GOLD CIRCUIT ELECTRONICS LTD. as of December 31, 2023 and 2022 and the results of parent company only financial performance and cash flow for the periods starting from January 1 to December 31, 2023 and 2022.

The basis for opinions

We conducted our audit 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 accounting firm that the CPAs belong to who are subject to the independence requirement have acted independently from the business operations of GOLD CIRCUIT ELECTRONICS LTD. and its subsidiaries 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 matter

The “key audit matter” means that the independent auditors have used their professional judgment as the basis to audit the most important matters on the 2023 parent company only financial statements of GOLD CIRCUIT ELECTRONICS LTD. These matters were addressed in the content of our audit of the parent company 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 of the 2023 parent company only financial statements 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 (the CPAs) believe that there might be risk over

144

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 payment collection 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 preparing the parent company only financial statements, the management’s responsibility also includes assessing the continuing operation of GOLD CIRCUIT ELECTRONICS LTD., the disclosure of the relevant matters, and the adoption of the continuing operation accounting base, unless the management intends to liquidate GOLD CIRCUIT ELECTRONICS LTD. 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 LTD. is responsible for supervising the financial reporting process.

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 any audit conducted in accordance with the accounting principles 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, 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

145

omissions, misrepresentations or the override of internal control.

  1. 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.

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

  3. 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 LTD. 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 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 result in the inability of GOLD CIRCUIT ELECTRONICS LTD. to continue operating.

  4. 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.

  5. 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 statements. The independent auditor is responsible for guiding, supervising, and implementing the audit of GOLD CIRCUIT ELECTRONICS LTD., and is also responsible for 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).

The independent auditor has used the communications with the governing unit as the basis to determine the key audit matters to be performed on the 2023 parent company only financial statements of GOLD CIRCUIT ELECTRONICS LTD. 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.

146

Deloitte & Touche CPA Chen Chao-Ling

Financial Supervisory Commission’s written approval No.: Jin-Guan-Zheng-Liu-Zi No.: 0930160267

CPA Chang Chun-Yi

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

March 12, 2024

147

GOLD CIRCUIT ELECTRONICS LTD.

Parent Company Only Balance Sheet

December 31, 2023 and 2022

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
2399
21XX

2530
2540
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 &
VII)
Accounts receivable – related party (Notes IV, VIII and XXVIII)
Accounts receivable - non-related party (Notes IV, V and VIII)
Other receivables – related parties (Notes IV, VIII and XXVIII)
Other receivables – 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 XXIX)
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 XXIV)
Other non-current assets (Note XV)
Total non-current assets
Total assets
Liabilities and shareholders’equity
Current liabilities
Short-term loans (Notes IV and XVI)
Financial liabilities at fair value through gains or losses – current (Notes
IV and VII)
Others notes payable
Accounts payable – non-related parties (Note XVIII)
Accounts payable – related parties (Notes XVIII and XXVIII)
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 XII)
Other current liabilities (Note XIX)
Total current liabilities
Non-current liabilities
Corporate bonds payable (Notes IV and XVII)
Long-term loans (Notes IV and XVI)
Deferred income tax liabilities (Notes IV and XXIV)
Lease liabilities – non-current (Notes IV and XII)
Net defined benefit liabilities- non-current (Notes IV and XXI)
Other non-current liabilities (Note XIX)
Total non-current liabilities
Total liabilities
Equity (Note 22)
Share capital
Common stock
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 equity
December 31, 2023 December 31, 2023

12
-
-
31
-
1
13
-
-
57
31
9
-
2
-
1
-
43
100
-
-
-
7
17
7
1
1
-
-
33
10
5
1
-
-
-
16
49
15
6
3
2
25
30
-
-
51
100
December 31, 2022 December 31, 2022
Amount
$ 3,948,446
43,349
80,357
10,277,899
60,045
82,005
4,337,635
72,878
2

18,902,616

10,173,103
3,184,108
98,027
595,800
47,736
196,229
7,268

14,302,271

$ 33,204,887

$ -
21,860
16
2,403,812
5,640,727
2,153,627
353,452
191,935
10,438
149,851

10,925,718

3,393,537
1,465,000
425,203
74,125
89,220
959

5,448,044

16,373,762

4,918,391

2,117,649

927,568
475,522
8,373,552

9,776,642

111,197

92,754)

16,831,125

$ 33,204,887
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

















(



































(


















11
-
-
35
-
-
13
1
-
60
28
10
-
2
-
-
-
40
100
2
-
-
7
20
6
1
1
-
1
38
-
12
-
-
-
-
12
50
17
4
2
2
24
28
1
-
50
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

148

GOLD CIRCUIT ELECTRONICS LTD.

Parent Company Only Statement of Comprehensive Income

January 1 to December 31, 2023 and 2022

Code
Operating revenue (Note IV and
XXVIII)
4100
Sales revenue

Operating cost (Notes IX, XXI,
XXIII and XXVIII)
5110
Cost of goods sold

5900 Gross profit

Operating expense (Notes VIII,
XXI, XXIII and XXVIII)
6100
Promotional expenditure
6200
Operating expenditure
6300
R&D expenditure
6450
Expected credit
impairment loss (profit)
6000
Total operating
expenses
6510 Other gains, expenses and
losses - net (Note XXIII)
6900 Net operating profit

Non-operating income and
expenditure (Notes IV, XXIII
and XXVIII)
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
Unit:
2023
Unit:
2023
NTD thousand, except for EPS (NT$)
2022

Amount

100 $ 31,558,391 100
90

28,424,315
90
10

3,134,076
10

2
635,821
2

2
446,758
1

1
331,482
1
-

39,549

-
5

1,453,610

4
-

17,934

-
5

1,698,400

6

-
44,233
-

-
40,110
-

-
114,450
-

- (
42,600 )
-
10

3,370,166
11
10

3,526,359
11















(To be continued)

149

(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 for current
period (after tax net
value)
8500 Total comprehensive income of
the year
EPS (Note XXV)
From continuing
operations
9710
Basic

9810
Diluted
2023
15
3

12


-

-

1)


1)

11


2022





(
(







17
2
15

-

-
-
-
15

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

150

GOLD CIRCUIT ELECTRONICS LTD.

Parent Company Only Statement of Changes in Shareholders’ Equity

January 1 to December 31, 2023 and 2022

Code
A1
Balance as of January 1, 2022

Appropriation and distribution of 2021
earnings:
B1
Legal reserve
B5
Cash dividends to the Company’s
shareholders
Change in other additional paid-in capital
C17
Capital reserve – treasury stock
transactions
D1
2022 net profit
D3
2022 other comprehensive income after tax

D5
Total amount of 2022 comprehensive income
E3
Capital reduction in cash

Z1
Balance as of December 31, 2022
Appropriation and distribution of 2022
earnings:
B1
Legal reserve
B5
Cash dividends to the Company’s
shareholders
Change in other additional paid-in capital
C5
Capital reserve – stock options
C17
Capital reserve – treasury stock
transactions
D1
2023 net profit
D3
2023 other comprehensive income after tax

D5
Total amount of 2023 comprehensive income
Z1
Balance as of December 31, 2023
Capital stock
$ 5,464,879

-
-
-
-
-

-


546,488)

4,918,391
-
-
-
-
-
-

-

$ 4,918,391
Additional paid-in
capital
$ 1,206,574

-
-
12,593
-

-


-


-

1,219,167
-
-
880,452
18,030
-

-


-

$ 2,117,649
Retained earnings Retained earnings Undistributed
earnings
$ 3,927,668


296,218 )

1,202,274 )
-
4,567,875
65,650

4,633,525

-

7,062,701


463,353 )

1,721,436 )
-
-
3,528,592

32,952)

3,495,640

$ 8,373,552
Other equity items Property
revaluation surplus
$ 295,781

-
-
-
-

-


-


-


295,781

-
-
-
-
-

-


-

$ 295,781
Unit: NTD thousand
Treasury stocks
Total equity
$ 98,477 ) $ 11,402,114
-
-
-
(
1,202,274 )
-
12,593
-
4,567,875
-

84,475
-

4,652,350
5,723
(
540,765)

92,754 )
14,324,018
-
-
-
(
1,721,436 )
-
880,452
-
18,030
-
3,528,592
-
(
198,531)
-

3,330,061
$ 92,754)
$ 16,831,125
Exchange
differences on
translation of
foreign financial
statements
( $ 27,260 )

-

-
-
-

18,825


18,825


-

(
8,435 )

-

-
-
-
-
(
165,579)

(
165,579)

($ 174,014)
Unrealized
gain/loss on
valuation of
financial assets at
fair value through
other
comprehensive
income
( $ 10,570 )
-
-
-
-

-


-


-

(
10,570 )
-
-
-
-
-

-


-

($ 10,570)
Legal reserve
$ 167,997

296,218
-
-
-
-

-

-

464,215
463,353
-
-
-
-
-

-

$ 927,568
Special reserve
$ 475,522

-

-

-
-
-

-

-

475,522
-

-

-
-
-
-

-

$ 475,522



(





















(
(



(
(
(

(





(


(
(
(
(



(


(







(



(


(

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

151

GOLD CIRCUIT ELECTRONICS LTD.

Parent Company Only Statement of Cash Flow

January 1 to December 31, 2023 and 2022

Unit: NTD thousand

Code
Cash flow from operating activities
A10000
Net profit before tax for the year

A20010
Income charges (credits):
A20300
Expected credit (reversal profit)
impairment loss

A20100
Depreciation expenditure
A20200
Amortization expenditure
A20900
Financial cost
A29900
Provision (reversal) for liabilities

A22400
Amount of profit and/or loss of
subsidiaries, affiliates, and joint
ventures adopting the equity
method

A21200
Interest revenue

A23700
Inventory devaluation and
obsolescence loss
A22500
Loss on disposal of property, plant
and equipment
A20400
Net loss (gain) from financial assets
at fair value through profit or loss
A20400
Net loss from financial liabilities at
fair value through profit or loss
A24100
Net loss of exchange in foreign
currencies
A24600
(Gain) loss from fair value
adjustment of investment
property

A29900
Net defined benefit liabilities

A30000
Net change in operating assets and
liabilities
A31150
Accounts receivable

A31180
Other receivables

A31200
Inventory

A31230
Prepayments
A31240
Other current assets
A32130
Notes payable

A32150
Accounts payable
A32180
Other payables
A32230
Other current liabilities

A33000
Cash yielded in business operation
2023
$ 4,325,890

(
44,485 )
387,327
23,470
91,448
(
22,872 )
(
2,815,285 )

(
139,128 )

150,600
12,940
(
43,349 )
1,183
115,875
(
19,600 )
(
25,071 )

(
533,702 )

(
51,966 )
(
795,394 )

10,518

1,701
(
100 )
468,971
309,378
(
4,702)

1,403,647
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
(
45,517 )
(
1,623,640 )
645,508
(
581,965 )
(
1,040 )
10,373
116
1,528,152
302,619

77,521
2,765,010

(To be continued)

152

(Continued)

Code
A33200
Interest collected
A33500
Income tax paid

AAAA
Net cash generated by operating
activities

Cash flow from investing activities
B01800
Acquisition of investments under equity
method

B09900
Repatriation of earnings from invested
company under equity method
B02400
Refunds from capital reduction of the
invested company under 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 (increase) in refundable deposit
BBBB
Net cash used in investing activities
Cash flow from financing activities
C00100
Increase in short-term loans
C00200
Decrease in short-term loans

C01600
Application for long-term loans
C01700
Repayment of long-term loans

C01900
Decrease in long-term notes payable
C01200
Issuance of corporate bonds
C04020
Repayment of lease liability principal

C03100
Refund of guarantee deposits received
C05600
Interest paid

C04700
Capital reduction in cash
C04500
Cash dividends paid

CCCC
Net cash generated by (used in)
from financing activities

DDDD Impact of change in exchange rate upon cash &
cash equivalents

EEEE
Net increase in cash and cash equivalents
E00100 Cash and cash equivalents, beginning of year

E00200 Cash and cash equivalents, end of year

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

153

GOLD CIRCUIT ELECTRONICS LTD.

Notes to Parent Company Only Financial Statements

January 1 to December 31, 2023 and 2022

(Expressed in Thousand New Taiwan Dollars, unless specified otherwise)

I. 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 12, 2024.

III. Applicability of newly promulgated and amended standard rules and interpretations

  • (I) The first-time adoption of the IFRS, IAS, IFRIC, and SIC approved 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) IFRSs approved by the FSC and applicable in 2024
the Company.
IFRSs approved by the FSC and applicable in 2024
New promulgation/Amendment/Amended Rules and
Interpretation
Amendments to IFRS 16 “Lease Liability in a Sale
and Leaseback”
Amendments to IAS 1 “Classification of Liabilities
as Current or Non-current”
Amendments to IAS 1 “Non-current Liabilities with
Covenants”
Amendments to IAS 7 and IFRS 7 “Supplier
Financing Arrangements”
The effective date
promulgated by IASB
(Note1)
Monday, January 1, 2024
(Note 2)
Monday, January 1, 2024
Monday, January 1, 2024
Monday, January 1, 2024
(Note 3)

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 as a lessee shall be subject to IFRS 16 amendments retroactively in a sale and leaseback transaction agreed after the initial application of the IFRS 16.

  • Note 3: Partial exemption from disclosure requirements is applied upon first application of these amendments.

154

1. Amendments to IFRS 16 “Lease Liability in a Sale and Leaseback”

The amendments clarify that for a sale and leaseback transaction, if the transfer of an asset meets the requirements of IFRS 15 “Revenue from Contracts with Customers” and it is classified as a sale of assets, the liabilities of the seller as a lessee arising from the leaseback shall be dealt with in accordance with the lease lability requirements of IFRS 16. However, if variable lease payments that are not dependent on the index or rate are involved, the seller as a lessee shall measure the liability in a manner in which the gain or loss related to the retained right-of-use is not recognized. Subsequently, the difference between the current lease payments included in the calculation of the lease liability and the actual payments is recognized in profit or loss.

2.

Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” (amended in 2020) and amendments to “Non-current Liabilities with Covenants” (amended in 2022)

The 2020 amendment clarifies that in order to determine whether a liability shall be classified as non-current, it is necessary to evaluate whether the Company, at the end of the reporting period, has the right to defer settlement of the liability for at least 12 months after 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 2020 amendment also specifies that clarifies that if the Company may retain the right to defer settlement of a liability only upon compliance with specific terms, it must comply with such specific terms at the end of the reporting period, even if the lender will not test its compliance until a later date. The 2022 amendments further clarify that only the contractual terms to be followed before the end of the reporting period affect the classification of a liability. Although the contractual terms that must be complied with within 12 months after the reporting period do not affect the classification of liabilities, relevant information must be disclosed to enable users of financial reports to understand risk that the Company may not be able to comply with the contractual terms and will be required to repay the liabilities within 12 months after the reporting period.

The 2020 amendment requires that for the purpose of classification of liabilities, said settlement refers to the discharge from liability through the transfer to the trading counterparty of cash, other economic resources, or the Company’s equity instruments. 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.

155

  1. Amendments to IAS 7 and IFRS 7 “Supplier Financing Arrangements” Supplier financing arrangements are characterized by a commitment by

one or more financing providers to pay an company for the amount payable to its supplier, and the company agrees to make a payment on the same day of payment to its supplier (or any date after such payment) the accordance with the terms and conditions of the arrangements. According to the amendments, the Company shall provide disclosures that enable users of financial reports to assess the impact of supplier financing arrangements on the Company’s liabilities, cash flows, and liquidity risk exposure.

Except for the impact referred to above, the Company assesses that other amendments to standards or explanations do not have significant impact on the financial status and performance.

  • (III) IFRSs already published by the IASB but not yet recognized or issued into effect by the FSC.

The effective date New promulgation/Amendment/Amended Rules and promulgated by IASB Interpretation (Note 1) IFRS 10 and IAS 28 amendment “Assets sales or To be determined contribution between the investor and the affiliated company or joint venture.” IFRS 17 “Insurance Contracts” Sunday, January 1, 2023 Amendments to IFRS 17 Sunday, January 1, 2023 Amendments to IFRS 17 “Initial Application of IFRS Sunday, January 1, 2023 17 and IFRS 9 – Comparative Information” Amendments to IAS 21 “Lack of Exchangeability” Wednesday, January 1, 2025 (Note 2)

  • 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 amendments are applicable to the annual reporting period that begins after January 1, 2025. The Company will, when applying the amendments for the first time, recognize the effects as retained earnings of the initial applicable date. When the Company uses a non-functional currency as the presentation currency, it will affect the exchange difference of foreign operations under equity on the date of initial application.

  • Amendments to IFRS 10 and IAS 28”Sale or Contribution of Assets between an Investor and its Associate 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.

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In addition, if the 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 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.

2. Amendments to IAS 21 “Lack of Exchangeability”

The amendments clearly stipulate that if an enterprise is able to exchange a currency for another through an exchange transaction with enforceable rights and obligations established through a market or exchange mechanism within the time range of normal management delays, the currency is exchangeable. When the currency is not exchangeable on the measurement date, the Company shall estimate the spot exchange rate to reflect the exchange rate that would be used by market participants for orderly transactions on the measurement date in consideration of the prevailing economic conditions. Under such circumstances, the Company shall disclose information that will enable users of financial reports to assess how the lack of exchangeability of a currency has affected or is expected to affect its operating results, financial position and cash flows.

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.

VI. 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 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.

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  1. Degree 3 input value: the unobservable input value of asset or liability.

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).

non-current liabilities include:

  1. Liabilities held primarily for the purposes of transactions;

  2. 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

  3. 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 into non- current assets or non-current liabilities.

  • (VI) 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.

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

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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 parent company only financial reports, the assets and liabilities of the Company’s foreign operations (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 Company disposes of all equities of its foreign operations or disposes of some of the equities of the subsidiaries of its foreign operations 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 operations shall be recategorized as gains or losses.

(V)

If partial disposal of the subsidiaries of foreign operations 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. Inventory

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.

  • (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.

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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 is 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.

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.

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. (VII) 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

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costs included fees incurred for professional services and costs of loan which were consistent with the conditions of capitalization. The samples produced for testing whether the assets can operate normally before reaching the expected state of use are measured based on the lower of the cost or net realizable value. The sale price and cost are recognized in profit or loss. 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 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 a 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 uncertain useful years are recognized with the cost less accumulated 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 properties, plants, and equipment, right-of-use assets, investment properties, and intangible assets

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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 existent, 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) Type of measurement

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

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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

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.

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

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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 comprehensive income

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 of investments, the accumulated gains/losses are transferred to the retained earnings directly without reclassified as gains or losses.

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 contact 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 derecognizes financial assets when the rights coming from the contract over cash flows of such assets are expired or financial assets are transferred and nearly all risks and rewards associated

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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 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 reacquired were derecognized and deducted under the equity title. The book value is calculated according to the weighted average based on the types of shares and is calculated separately in accordance with the reasons for the recovery. Acquisition, sale, issuance or cancellation of the Company's own equity instruments would not be recognized as income.

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

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.

4.

  • Convertible corporate bonds

For the compound financial instruments (convertible corporate bonds) issued by the Company, its components are classified as financial liabilities or equity based on the definitions of real and financial liabilities and equity instruments under the terms and conditions of the contracts.

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When recognized initially, the fair value of the debt components is estimated based on the market interest rate of similar nonconvertible instruments at that time and measured at amortized cost calculated under the effective interest method prior to the conversion or maturity date. The debt components classified into embedded non-equity derivatives is measured at fair value.

The conversion option classified as equality is equal to the remaining amount of the entire fair value of the compound instruments less the fair value of the debt components determined individually. It is recognized as equity after deduction of the income tax effect and no remeasurement is conducted subsequently. When the conversion option is executed, related debt components and the amount related to the equity are transferred to share capital and capital reserve – issuance premium. If the conversion option of the convertible corporate bond is not executed on the maturity date, the amount recognized in the equity is transferred to capital reserve – issuance premium.

The transaction cost related to issuance of convertible corporate bonds is amortized to the components of the debt (recognized in the book value of liabilities) and equity (recognized in equity) of the instrument concerned based on the amortization proportion of the total amount.

  1. Derivative financial instruments

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

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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.

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 departure of products or their arrival 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 resale and borne the obsolescence risk; therefore, the Company recognized the income 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. 2. 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

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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 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 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 profit or loss. The lease liabilities are individually expressed in the parent company only balance sheets.

  • (XV) Costs of loan

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 Company would comply with the conditions imposed on the government subsidies and such subsidies may be received affirmatively.

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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 expenditure. 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 expenditure or losses or for providing the Company with immediate financial support and are not associated with costs in the future, they are recognized as profits and losses during the collectible period.

  • (XVII) Employee benefits

  • Short-term employee benefits

Short-term employee benefits related liabilities are the non-discounted amount prepaid in exchange for employee services.

  1. Post-retirement benefits

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.

  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. Income tax for the year

The income tax imposed on undistributed earnings calculated as required by the Income Tax Act of the Republic of China is recognized for the year according to the resolution reached in the shareholders’ meeting.

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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 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.

The exceptions to the rules for recognition and disclosure of deferred income tax assets and liabilities of the Pillar Two income tax have been applied to the Company; therefore, the Company neither recognizes the deferred income tax assets and liabilities of the Pillar Two income tax nor discloses relevant information.

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3. 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. Critical accounting judgments, estimates and key sources of assumption uncertainty

Where the Company adopts accounting policies and the relevant information is found hardly available from other sources, the management must come to relevant judgments, estimates, and assumptions based on historical experiences and other relevant factors. The actual consequences might differ from the estimates.

Major sources of estimates and hypotheses of uncertainty Estimated impairment of financial assets

The estimated impairment of accounts receivable was based on the Company’s assumptions about the probability and loss rate of default. 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 XXVII. If the actual cash flow in the future is less than what the Company expects, a material impairment loss may occur as a result.

VI. Cash and cash equivalents

impairment loss may occur as a result.
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, 2023
$ 880
3,936,748

10,818
$ 3,948,446
December 31, 2022






$ 785
3,111,482
14,546
$ 3,126,813

VII. Financial instruments at fair value through profit or loss

Financial assets-current
Held for transactions
Derivatives (not under hedge
accounting)
-Forward foreign
exchange contracts
(1)
-FX swaps contracts
(2)
Subtotal
December 31, 2023
$ 33,281

10,068
$ 43,349
December 31, 2022 December 31, 2022




$ -
-
$ -

171

Financial liabilities – Current Held for transactions Derivatives (not under hedge accounting) - Forward foreign exchange contracts $ - $ 704 (1) - FX swaps contracts - 4,204 (2) - Conversion option (3. - 21,860 Note 18) $ 21,860 $ 4,908

  • (I) The outstanding forward foreign exchange contracts not under hedge accounting on the balance sheet date are stated as follows:
December 31, 2023
Sold forward foreign
exchange contracts

December 31, 2022
Sold forward foreign
exchange contracts
Currency type
Sell USD/Buy
NTD

Sell USD/Buy
NTD
Maturity date
01.02.2024–03.05.202
4
January 03,
2023–March 09, 2023
Contract amount (NTD
Thousand)
USD40,000/NTD1,261,481
USD40,000/NTD1,227,696
  • (II) The outstanding FX swaps contracts not under hedge accounting on the balance sheet date are stated as follows:
December 31, 2023
-FX swaps contracts
December 31, 2022
-FX swaps contracts
Currency type
Sell USD/Buy
NTD
Sell USD/Buy
NTD
Maturity date
January 31, 2024
January 31, 2023
Contract amount (NTD
Thousand)
USD44,000/NTD1,361,088
USD44,000/NTD1,347,036

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.

  • (III) Financial liabilities with embedded derivative conversion options are split off by issuing convertible bonds.

VIII. Notes receivable, accounts receivable and other receivables

Accounts receivable
Measured at amortized cost
December 31, 2023
$10,395,434
December 31, 2022
$10,272,103

172

Less: Allowance losses
Generated from operations
Other receivables
Business tax refund receivable
Accounts receivable from sale of
scraps
Others
December 31, 2023
(
37,178)
$10,358,256
$ 53,829
26,141

62,080
$ 142,050
December 31, 2022 December 31, 2022
(



(



81,663)
$10,190,440
$ 43,861
22,058
26,121
$ 92,040

The Company’s average credit period for sale of commodities was 180 days. The notes receivable 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 arise therefor. Upon determination of the recoverability of notes receivable and accounts receivable, the Company took into account 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. The historical experiences showed that most of the notes and accounts receivable have been recovered successfully.

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.

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, 2023

Accounts receivable

173

Expected Credit Loss
(ECL) Rate
Total book value

Allowance losses
(lifetime expected
credit loss)

Amortized cost
Not overdue Overdue for
1~60 days
21.98%
$ 65,197


14,330)

$ 50,867
Overdue for
61~90 days
Overdue for
91~120 days
Overdue for
more than 120
days
Total

(
0.04%
$ 10,302,662


4,619)

$ 10,298,043

(

(
59.2%
$ 22,055


13,057)

$ 8,998

(
76.91%
$ 1,369


1,053)

$ 316

(
99.23%
$ 4,151


4,119)

$ 32

(
$ 10,395,434

37,178)
$ 10,358,256

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
19.05%
$ 137,263


26,155)

$ 111,108
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

(

(
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

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 period
Less: Reversal of impairment
loss in the current period
Balance – end of period
2023
$ 81,663
-
44,485)
$ 37,178
2022

(


$ 42,114
39,549
-
$ 81,663

IX.

The net amount of the total book value of accounts receivable overdue for more than 60 days from the beginning of year dropped on December 31, 2023 by NT$37,197 thousand in net and it resulted in a net decrease in allowance losses by NT$31,211 thousand as well. The net amount of the total book value of accounts receivable overdue for more than 60 days increased on December 31, 2022 by NT$54,043 thousand in net and it resulted in a net increase in allowance losses by NT$39,709 thousand. Inventory

Inventory
Finished goods
Work in process
Raw materials & supplies
Inventories in transit
December 31, 2023
$ 2,078,160
1,709,096
508,216

42,163
$ 4,337,635
December 31, 2022






$ 2,062,013
1,186,836
267,610
176,382
$ 3,692,841

The nature of the sales cost is defined as follows:

Cost of inventory sold
Loss on inventory devaluation
2023
$ 26,629,154
150,600
2022
$ 28,573,207
83,116

174

(gain from price recovery) Income from sale of scraps and waste materials

( 228,467 ) ( 232,008 ) $ 26,551,287 $ 28,424,315

X. Investment under equity method

Invested subsidiaries December 31, 2023 December 31, 2022 Non-public/non-OTC companies King Hsiang Investment Co. $ 58,658 $ 41,910 Goldex Holding Limited 9,462,754 8,082,246 Thailand Gold Circuit - 651,691 Electronics Ltd. $10,173,103 $ 8,124,156

King Hsiang Investment Co.
Goldex Holding Limited
Thailand Gold Circuit Electronics
Ltd.
Percentage of equity and voting right
December 31, 2023
99.97%
100.000%
100.000%
December 31, 2022
99.997%
100.000%
100.000%

The Company invested in Thailand Gold Circuit Electronics Ltd. on May 25, 2023. As of December 31, 2023, the investment amounted to US$20,750 thousand.

175

XI. Property, plant and equipment

Self-use

Self-use
Cost
Balance as of January 1,
2023

Addition
Disposition
Reclassification

Balance as of December
31, 2023

Cumulative depreciation
and impairment

Balance as of January 1,
2023

Disposition
Depreciation
expenditure

Balance as of December
31, 2023

Net amount as of
December 31, 2023

Cost
Balance as of January 1,
2022

Addition
Disposition
Reclassification

Balance as of December
31, 2022

Cumulative depreciation
and impairment

Balance as of January 1,
2022

Disposition
Depreciation
expenditure

Reclassification

Balance as of December
31, 2022

Net amount as of
December 31, 2022
Own land
$ 701,186

-
-


-

$ 701,186


$ -

-


-

$ -

$ 701,186

$ 701,186

-
-

-

$ 701,186


$ -

-

-


-

$ -

$ 701,186
Building
$ 2,320,734

-
(
111 )

19,065

$ 2,339,688


$ 1,869,979

(
104 )
30,471

$ 1,900,346

$ 439,342

$ 2,302,107

-
-


18,627

$ 2,320,734


$ 1,840,370

-

29,609


-

$ 1,869,979

$ 450,755
Machinery &
equipment
$ 4,695,720

-
(
263,354 )

515,756

$ 4,948,122


$ 3,392,135

(
242,412 )

234,875

$ 3,384,598

$ 1,563,524

$ 4,526,545

-
(
315,270 )

484,445

$ 4,695,720


$ 3,475,829

(
288,100 )
205,162

(
756)

$ 3,392,135

$ 1,303,585
Transportation
equipment
$ 35,246

-
(
1,533 )

3,810

$ 37,523


$ 20,914

(
1,354 )

3,741

$ 23,301

$ 14,222

$ 34,957

-

-


289

$ 35,246


$ 16,766


-

4,148


-

$ 20,914

$ 14,332
Office
equipment
$ 65,014

-
(
2,383 )

8,927

$ 71,558


$ 45,846

(
2,276 )

5,449

$ 49,019

$ 22,539

$ 65,029

-
(
2,379 )

2,364

$ 65,014


$ 43,380

(
2,307 )
5,038

(
265)

$ 45,846

$ 19,168
Other
equipment

$ 820,875

-
(
86,993 )

191,704

$ 925,586


$ 594,834

(
86,177 )

97,949

$ 606,606

$ 318,980

$ 717,839

-
(
68,080 )

171,116

$ 820,875


$ 584,677

(
67,425 )
76,826


756

$ 594,834

$ 226,041
Unfinished
construction
and equipment
pending
acceptance
$ 61,684

837,665

-
(
775,034 )

$ 124,315


$ -


-


-

$ -

$ 124,315

$ 73,873

697,564

-

(
709,753)

$ 61,684


$ -


-

-


-

$ -

$ 61,684
Total
















$ 8,700,459
837,665
(
354,374 )
(
35,772)
$ 9,147,978
$ 5,923,708
(
332,323 )

372,485
$ 5,963,870
$ 3,184,108
$ 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

There was no sign of impairment in 2023. 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:

r reverse impairment loss.
iation expenditure is appropriated in
the useful years illustrated below:
accordance with the st
Buildings
Main building of plant 11~55 years
Electromechanical & power
equipment
5~11 years
Engineering system 3~25 years
Others 5 years – 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 XXIV for the property, plant and equipment for own use offered as collateral of loans.

176

XII. Lease Agreement

(I) Right-of-use assets

(I) Right-of-use assets
(II) Item
Cost
Balance as of January 1, 2023
Addition
Balance as of December 31,
2023
Cumulative depreciation and
impairment
Balance as of January 1, 2023
Depreciation expenditure
Balance as of December 31,
2023
Net amount as of December 31,
2023
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 amount as of December 31,
2022
Lease liabilities
Book value of lease liabilities
Current
Noncurrent
Machinery &
equipment
$ 143,875

85,185
$ 229,060
$ 116,191

14,842
$ 131,033
$ 98,027
$ 142,117

1,758
$ 143,875
$ 102,525

13,666
$ 116,191
$ 27,684
December 31, 2023
$ 10,438
$ 74,125
Total
$ 143,875

85,185
$ 229,060
$ 116,191

14,842
$ 131,033
$ 98,027
$ 142,117

1,758
$ 143,875
$ 102,525

13,666
$ 116,191
$ 27,684
December 31, 2022


$ 9,124
$ 3,110

The range of discount rates for the lease liabilities is stated as following:

Buildings
Machinery & equipment
December 31, 2023
1.68%
1.38%
December 31, 2022
-
1.38%~2.68%

177

(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 will 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
2023
$ 269
$ 6,178
$ 19,303)
2022


(


(
$ 246
$ 6,340
$ 21,524)

XIII. Investment property

Investment property
Balance – beginning of year
Profit (loss) from changes in fair
value
Balance – end of period
December 31, 2023
$ 576,200

19,600
$ 595,800
December 31, 2022



(
$ 577,900

1,700)
$ 576,200

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, 2023
$ 595,800
December 31, 2022 December 31, 2022
$ 576,200

The fair values of any investment property amounting to more than NT$300 million on December 31, 2023 and 2022 were appraised by Appraiser Chiu Hsiang-Ling from CCSI Real Estate Joint Appraisers Firm, who held the real estate appraiser qualification in the ROC, 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 cash inflow increased or discount rate declined, the fair value would increase therefor.

would increase therefor.
Projected future cash inflow
Projected future cash outflow
Projected future cash inflow
Discount rate
December 31, 2023
$ 858,200
262,400
$ 595,800
2.470%
December 31, 2022






$ 843,500
267,300
$ 576,200
2.345%

The rent prevailing in the area where the investment property was located was about NT$0.520 thousand per ping, while that for any comparable object on the market was about NT$0.569 thousand–NT$0.588 thousand per ping.

The projected future cash inflow from investment property included rent revenue and deposit interest revenue less loss from idle assets. The rent income was evaluated

178

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 was estimated to be five years. The deposit interest income was estimated based on one-year time deposit interest rate. The loss from idle assets was 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 was 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, 2023
$ 47,736
December 31, 2022
$ 34,922

Amortization expense was appropriated on a straight-line basis within 1~5 useful years.

Summarization of amortization expenses by functions:

Operating costs
Operating expenditure
R&D expense
2023
$ 18,241
1,072
4,157
$ 23,470
2022




$ 11,757
571
377
$ 12,705
XV. Other assets
Current
Payment on behalf of others
Borrowed from employees
Noncurrent
Refundable deposit
December 31, 2023
$ -

2
$ 2
$ 7,268
December 31, 2022 December 31, 2022






$ 1,089
614
$ 1,703
$ 1,218

XVI. Borrowings (I) Short-term loans

Short-term loans
Secured loans(Note XXIX)
Bank loans
Unsecured loans
December 31, 2023
$ -
December 31, 2022
$ 89,108

179

Line of credit loans December 31, 2023

-
$ -
December 31, 2022 December 31, 2022


490,000
$ 579,108

Revolving bank loan interest rate was 1.110%–3.848% on December 31, 2022.

  • (III) Long-term loans
Long-term loans
Secured loans(Note XXIX)
Mega International
Commercial Bank (1)
KGI Bank (2)
Subtotal
Unsecured loans
Mega International
Commercial Bank (3)
CTBC Bank (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
Long-term loans
December 31, 2023
$ -

-

-
25,000
-
-
-
$ 1,440,000

-
1,465,000
$ 1,465,000
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
  1. Land and buildings were offered as collateral for the secured loans. NT$430,000 thousand of the total loans, NT$900,000 thousand, has been drawn down against a disbursement letter on a revolving basis. The loans are effective from July 8, 2022 to July 8 2025. The loans were already repaid in full earlier in December 2023. As of December 31, 2022, the effective annual interest rate was 1.8%.

  2. Land and buildings were offered as collateral for the secured loans. NT$360,000 thousand of the total loans, NT$500,000 thousand, has been drawn down. The loans are effective from April 30, 2017 to April 30, 2024. The loaning period may be extended to January 26, 2025 before the due date. At the expiration of the 18th, 24th, and 30th months from the extension date, a credit line of NTD 100,000 thousand will be canceled, respectively; all other lines of credit will be canceled at the end of the 36th month. The loans may be drawn down on a revolving basis within three years starting from January 26, 2022, with the interest thereon payable on a monthly basis. The loans are repayable in a lump sum on the due date. They were already repaid in full earlier in December 2023. As of December 31, 2022, the effective annual interest rate was 1.849–1.862%. 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

180

expense, financial costs (interest expenses), depreciation expenses and amortization expenses in the Long-term loans, current portion should stay more than 120% (inclusive).

  1. For credit loans, NT$250,000 thousand of the total loans, NT$1,000,000 thousand, has been drawn down. The loans are effective from November 24, 2023 to November 24, 2030. The interest thereon are payable on a monthly basis. The first installment was counted upon expiration of the 24th month after the date of the first drawdown, and each installment consists of three months. The loans are repayable at the average over nine installments. As of December 31, 2023, the effective annual interest rate was 1.78%.

  2. For credit loans, NT$200,000 thousand of the total loans, NT$225,000 thousand, has been drawn down. The loans were effective from November 23, 2021 to November 23, 2023. The loaning period has been extended to July 15, 2024. From 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 due. It was paid off earlier in December 2023. As of December 31, 2022, the effective annual interest rate was 1.69%

  3. The credit loans, totaling NT$300,000 thousand, have been drawn down in full. The loans are effective from July 20, 2022 to June 14, 2024. From 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 due. It was paid off earlier in December 2023. As of December 31, 2022, the effective annual interest rate was 1.561%

  4. NT$100,000 thousand of the total credit loans, NT$300,000 thousand, has been drawn down against a disbursement letter on a revolving basis. The loans are effective from October 14, 2022 to October 14, 2025. The loans were already repaid in full earlier in December 2023. As of December 31, 2022, the effective annual interest rate was 1.7%.

  5. The syndicated loans, totaling NT$1,440,000 thousand, have been drawn down in full. The loans are effective from December 20, 2022 to December 20, 2025. The loans were drawn down on a revolving basis within 3 years with the interest thereon payable on a monthly basis. As of December 31, 2023 and 2022, the effective annual interest rate was 2.1247% and 2.0040%, respectively. 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.

  6. The syndicated loans, totaling NT$1,250,000 thousand, have been drawn down in full on a revolving basis within 3 years. The loans are effective from October

181

14, 2022 to February 5, 2024. The principal should be repaid in a lump sum on the due date. It was paid off earlier in December 2023. 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).

XVII. Corporate bonds payable

Domestic unsecured
convertible corporate
bonds – Gold Circuit
Electronics 2
December 31, 2023
$ 3,393,537
December 31, 2022 December 31, 2022
$ -

(I) Domestic unsecured convertible bonds

On December 5, 2023, the Company issued 40 thousand units of second domestic unsecured convertible corporate bonds in Taiwan with a coupon rate of 0% for a period of 5 years. The principal amount was NTD 4,000,000 thousand.

Other terms and conditions of issuance:

  1. Conversion period: March 6, 2024 to December 5, 2028.

  2. Conversion price: The price is NTD 223.1 per share at the time of issuance. In case the number of the Company’s issued common stocks increases after issuance of the convertible corporate bonds (such as cash capital increase, capital increase from earnings, capital increase from capital reserve, issuance of new shares through a merger or acquisition of shares of another company, stock split, and capital increase for participation in issuance of GDRs), the conversion price shall be adjusted based on the formula specified in the issuance terms. (No conversion was executed as of December 31, 2023.)

  3. (II) Call and put options of bonds:

  4. Call option upon maturity: The principal will be repaid at face value upon maturity of the bonds.

  5. Early execution of call option: During the period from the day next to the end date on which the convertible corporate bond has been issued for three months to the 40th day prior to the expiration of the issue date, if the closing price of the Company’s common shares exceeds the current conversion price by more than 30% (inclusive) for thirty consecutive business days, the Company may redeem part or all of the bonds at face value. During the period from the day next to the end date on which the convertible corporate bond has been issued for three months to the 40th day prior to the expiration of the issue date, if the balance of the Company’s outstanding convertible corporate bonds is less than 10% of

182

the initial total issue price, the Company may redeem the bonds at face value at any time.

  • (III) The convertible corporate bonds include liabilities and equities, and the latter are stated in equity and presented as capital reserve – stock option. The initially recognized effective interest rate with respect to the liabilities is 3.63%.

  • The components of liabilities and equities of convertible corporate bonds

  • are as follows:

are as follows:
Issue price (less a trading cost of NTD 5,080 thousand)
Component of equity (less a trading cost of NTD 1,048
thousand)
Option derivatives
Component of liabilities on the issuance date (less a
trading cost of NTD 4,032 thousand)
Interest calculated at the
effective interest rate
Component of liabilities
December 31,2023
$ 4,281,160
(
880,452 )
(
15,769)
3,384,939

8,598
$ 3,393,537
Changes in option derivatives in 2023 are as follows:
Date of issue
Loss from changes in fair value
Balance – end of period
2023


$ 15,769
6,091
$ 21,860
XVIII. Accounts payable
Accounts payable
Generated from operations
December 31, 2023
$ 8,044,539
December 31, 2022 December 31, 2022
$ 7,869,323

183

XIX. Other liabilities

XIX. Other liabilities
XX. 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
Provision for liabilities
December 31, 2023
$ 910,256
201,932
197,011
312,099
25,732
127,682
8,483
2,409
157,736

210,287
$ 2,153,627
$ 149,851
$ 959
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
Provision for liabilities
Current
Short-term liability reserve for
sales return and allowance
December 31, 2023
$ 191,935
December 31, 2022
$ 216,823

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 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 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

184

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, 2023
$ 371,901
(282,681)
89,220

-
$ 89,220
December 31, 2022

(


(

$ 340,553
267,452)
73,101
-
$ 73,101

185

The net defined benefit liabilities show the following changes:

Balance as of January 1, 2023

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, 2023

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
$ 340,553


599

5,108


5,707


-

9,051

33,532


42,583

-

(
16,942)

$ 371,901

$ 417,249


1,006

2,086


3,092

-

(
37,258 )
(
27,946)

(
65,204)

-

(
14,584)

$ 340,553
Fair value of the
planned assets
($ 267,452)

-
(
4,204)

(
4,204)

(
1,393)

-

-

(
1,393)

(
26,574 )

16,942

($ 282,681)

($ 216,569)

-
(
1,148)

(
1,148)

(
16,859 )

-


-

(
16,859)

(
47,460 )

14,584

($ 267,452)
Net defined
benefit
liabilities
$ 73,101
599

904

1,503
(
1,393)
9,051

33,532

41,190
(
26,574 )

-
$ 89,220
$ 200,680
1,006

938

1,944
(
16,859 )
(
37,258 )
(
27,946)
(
82,063)
(
47,460 )

-
$ 73,101

186

The recognized loss of defined benefit plans by function is summarized below:

Summarization by functions
Operating costs
Promotional expenditure
Operating expenditure
R&D expense
2023
$ 1,050
84
130
239
$ 1,503
2022




$ 1,387
107
165
285
$ 1,944

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, 2023
1.25%
2.000%
December 31, 2022
1.50%
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, 2023
($ 9,051)
$ 9,384
$ 9,142
($ 8,863)
December 31, 2022 December 31, 2022
(


(
(


(
$ 8,467)
$ 8,791
$ 8,578
$ 8,303)

187

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, 2023
$ 26,181
9.9
December 31, 2022 December 31, 2022
$ 25,688
10.1

XXII. Equity

(I) Share capital

Common 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, 2023

750,000
$ 7,500,000

491,839
$ 4,918,391
December 31, 2022






750,000
$ 7,500,000
491,839
$ 4,918,391

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 enhance the return on shareholders’ equity, the Company’s annual shareholders’ meeting on June 8, 2022 resolved to reduce the capital, return the share price of NT$546,488 thousand in cash, and revoke 54,649 thousand shares. The capital reduction ratio was 10%. After the capital reduction, the paid-in capital was NT$4,918,391 thousand with 491,839 thousand shares paid-in. The above capital decrease case was approved by the FSC and became effective on July 12, 2022 under Tai-Zheng-Shang-Zhi No. 1111803141. The Board of Directors resolved to set July 15, 2022 as the record date for the capital decrease. The change registration was completed on August 4, 2022. The base date of stock swap upon capital decrease was September 16, 2022.

(II)

Capital reserve

September 16, 2022.
Capital reserve
December 31, 2023 December 31, 2022
It can be applied for making
losses, cash distribution, or
capitalization(1)
Premium in stock issuance $ 968,615 $ 968,615
Transaction of treasury stocks 115,437 97,407
Corporate bond conversion
premium
141,359 141,359
Coupon rate for release of
corporate bond
11,715 11,715

188

Donated assets
Not to be used for any purpose
(2)
Stock options
December 31, 2023
71

880,452
$ 2,117,649
December 31, 2022 December 31, 2022


71
-
$ 1,219,167
  • (1) Such capital reserve 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.

  • (2) Such capital reserve is generated upon issuance of convertible corporate bonds, and the adjustment for the subsequent lapse.

  • (III) Retained earnings and dividend policy

The Company’s Articles of Incorporation were amended at the shareholders’ meeting on June 8, 2022. According to the earnings distribution policy under the Articles of Incorporation, 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 shareholder dividend under a motion proposed by the Board subject to the final approval of a general shareholders’ meeting. Please refer to Note XXIII (VIII) “Remuneration to Employees and Directors” for the policy for distribution of remuneration to the employees and directors under the Articles of Incorporation.

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 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 2022 and 2021 earnings distribution is as follows:

2022 2021

189

Legal reserve

Cash dividends

Cash dividend per share (NTD)
$ 463,353
$ 1,721,436
$ 3.5
$ 296,218
$ 1,202,274
$ 2.2

The distribution of the above cash dividends was adopted by the general shareholders’ meetings held on June 14, 2023 and June 8, 2022, respectively.

The Company’s 2023 earnings distribution proposed by the Board of Directors on March 12, 2024 is as follows:

on March 12, 2024 is as follows:
Legal reserve
Cash dividends
Cash dividend per share (NTD)
2023


$ 349,564
$ 1,721,436
$ 3.5
  • (IV) Other equity items

  • Exchange differences on translation of foreign financial statements

Balance – beginning of
year
Those yielded in the
current period
Translation
differences of
foreign
operations
Other comprehensive
income for current
period
Balance – end of period
2023
( $ 8,435 )
(165,579)
(165,579)
($ 174,014)
2022
( $ 27,260 )
18,825
18,825
($ 8,435)
  1. Unrealized gain/loss on valuation of financial assets at fair value through other comprehensive income
comprehensive income
Balance – beginning of
year
Balance – end of period
2023
( $ 10,570)
($ 10,570)
2022


( $ 10,570)
($ 10,570)
  1. Property revaluation surplus
Property revaluation surplus
Balance – beginning of
year
Balance – end of period
2023
$ 295,781
$ 295,781
2022


$ 295,781
$ 295,781
  • (V) Treasury stocks Causes of Redemption The stocks of Total (thousand

190

Number of shares as of January
1, 2022
Decrease in current period
Number of shares as of
December 31, 2022
Number of shares as of January
1, 2023
Number of shares as of
December 31, 2023
parent company
held by the
subsidiaries
(thousand shares)
5,724

573

5,151

5,151

5,151
shares)






5,724
573
5,151
5,151
5,151

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, 2023
King Hsiang Investment
Co.
December 31, 2022
King Hsiang Investment
Co.
Shares
(thousand)
5,151

5,151
Book value
$ 1,123,000

$ 447,139
Market price


$1,123,000
$ 447,139

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.

XXIII. Net profit from continuing operating units

  • (I) Other gains and (expenses and losses) - net
Other gains
Other expenses and losses
2023
$ 187,998
151,146)
$ 36,852
2022

(

(
$ 107,611

89,677)
$ 17,934
  • (II) Interest revenue
terest revenue
Bank deposit
Other (Note XXVIII)
2023
$ 139,007
121
$ 139,128
2022




$ 40,849
4,384
$ 44,233
  • (III) Other revenue

2023

2022

191

Rent revenue
Other revenue – others
2023
$ 2,614
35,112
$ 37,726
2022




$ 2,613
37,497
$ 40,110

(IV) Other gains and (losses)

(IV) Other gains and (losses)
2023
2022
Profit (loss) from financial
assets and financial
liabilities
Financial assets and
financial liabilities
mandatorily measured
at fair value through
profit or loss
( $ 122,988 )
( $ 231,796 )
Financial liabilities held
for trading
(
6,091 )
-
Net gain (loss) from foreign
currency exchange
36,585
370,643
Loss on disposal of property,
plant and equipment
(
12,940 )
(
22,455 )
Gain (loss) from fair value
adjustment of investment
property
19,600
(
1,700 )
Others
(
261)
(
242)
($ 86,095)
$ 114,450
(V)
Financial cost
2023
2022
Bank loan interest
$ 84,458
$ 43,397
Interest on convertible
corporate bonds
8,598
-
Interest of lease liabilities
314
167
Other interest expenses
9
8
Less: The amount of the cost of
assets meeting
requirements
(
1,931)
(
972)
$ 91,448
$ 42,600
The information related to capitalization of interest is stated as following:
2023
2022
Amount of capitalization of
interest
$ 1,931
$ 972
Interest rate of capitalization of
interest
1.92%
1.37%
2022
( $ 231,796 )
-
370,643
(
22,455 )
(
1,700 )
(
242)
$ 114,450
2022
$ 972
1.37%

192

(VI) Depreciation and amortization

Depreciation and amortization
Summarization of the
depreciation expenses by
functions
Operating costs
Operating expenses
Summarization of the
amortization expenses by
functions
Operating costs
Operating expenses
2023
$ 366,477
20,850
$ 387,327
$ 18,241
5,229
$ 23,470
2022










$ 312,885
21,564
$ 334,449
$ 11,757
948
$ 12,705

(VII) Employee benefit expenses

Employee benefit expenses
Post-employment benefits
Defined contribution plan
Defined benefit plan (Note
XXI)
Resignation benefits
Other employee benefits
Total of employee benefits
expenses
Summarization by functions
Operating costs
Operating expenses
2023
$ 70,497
1,503
72,000
129
2,775,262
$ 2,847,391
$ 2,068,930
778,461
$ 2,847,391
2022












$ 70,056
1,944
72,000
1,394
2,619,777
$ 2,693,171
$ 1,964,494
728,677
$ 2,693,171

(VIII) Remuneration to employees and directors

According to the Articles of Incorporation, 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 Board of Directors decided on the 2023 and 2022 remuneration to employees and directors on March 12, 2024 and March 9, 2023, respectively, as follows:

Estimated ratio

2023 2022

193

Remuneration to employees
Remuneration to directors
Amount
Remuneration to employees
Remuneration to directors
2023
6.39%
0.92%
2023
$ 298,000
$ 43,000
2022
5.96%
0.86%
2022


$ 334,000
$ 48,000

If there is still change to the value after the date when the annual parent company only 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 remunerations to employees and that to directors decided by the Board of Directors, please visit the Market Observation Post System of Taiwan Stock Exchange.

  • (IX) Profit (loss) from foreign currency exchange
Total profit of exchange in
foreign currencies
Total loss of exchange in
foreign currencies
Net profit
2023
$ 1,071,800
1,035,215)
$ 36,585
2022

(

(
$ 1,477,534
1,106,891)
$ 370,643

XXIV. Income tax for continuing operations

  • (I) Income tax recognized in profit or loss

Main components of the income tax expense are as follows:

Income tax for the year
Those yielded in the current
period
Additional tax levied on
undistributed earnings
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
2023
$ 540,508
101,471
(
74,293 )

-

567,686

229,612
$ 797,298
2022




$ 365,205
71,418
35,008
1,148
472,779
184,105
$ 656,884

The accounting income and income tax expenses are adjusted below:

2023 2022

194

2023 2022
Net profit before tax from
continuing operation
$ 4,325,890 $ 5,224,759
Income tax expenses for net
profit before tax calculated
at the statutory tax rate $ 865,178 $ 1,044,952
Expenses and losses which
could not be reduced from
tax 2,145 2,047
Income exempted from income
tax (
3,928 )
-
Additional tax levied on
undistributed earnings
101,471 71,418
Land value increment tax of
investment property 1,325 (
89 )
Deductible temporary
differences not recognized (
94,600 )
(
497,600 )
The income tax expenses of
previous year(s) adjusted in
the present year (
74,293 )
35,008
Others - 1,148
The income tax expenses
recognized into profit and/or
loss $ 797,298 $ 656,884

(II) Income tax recognized into other comprehensive income

Deferred income tax
Those yielded in the current
period
- Translation of foreign
operations
-Defined benefit plan
re-measurement
amount
Income tax recognized into
other comprehensive income
2023
( $ 41,396 )
(
8,238)
($ 49,634 )
2022
( $ 2,109 )

16,413
$ 14,304

(III) Deferred income tax assets and liabilities for current period

Income tax liabilities for the
current term
Income tax payable
December 31, 2023
$ 353,452
December 31, 2022 December 31, 2022
$ 356,840
  • (IV) Deferred income tax assets and liabilities

195

The deferred income tax assets and liabilities show the following changes:

2023

2023
Deferred income tax assets
Temporary difference
Loss on inventory devaluation

Exchange gains or losses
Provision for liabilities
Defined benefit retirement plan
Loss in impairment in financial
assets
Provision of compensation loss
Financial liabilities 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

Balance -
beginning of
year
$ 29,835
6,588
13,354
-
4,500
33,112
982

3,687

$ 92,058

$ 54,545
83,333
3,176

-

$ 141,054
Recognized
into profit
and/or loss
$ 30,120

18,750

9,823
(
8,190 )

-
(
247 )
(
982 )

5,263

$ 54,537

$ 278,549

1,325
(
3,176 )

7,451

$ 284,149
Recognized
into other
comprehensiv
e income
$ -

-

-

8,238

-

-

-

41,396

$ 49,634

$ -

-

-

-

$ -
Balance - end
of year































$ 59,955

25,338

23,177

48

4,500

32,865

-

50,346
$ 196,229
$ 333,094

84,658

-

7,451
$ 425,203

196

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
Provision for liabilities
Defined benefit retirement plan
Temporary difference
Loss in impairment in financial
assets
Tax difference on idle capacity
Provision of compensation loss
Financial liabilities 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

Balance -
beginning of
year
$ 123,441
13,211
1,066
32,974
27,999
4,500
98
34,761
-

2,281

$ 240,331

$ -
83,422
-
1,839

5,657

$ 90,918
Recognized
into profit
and/or loss
( $ 123,441 )

16,624

5,522
(
19,620 )

-

-
(
98 )
(
1,649 )

982
(
703)

($ 122,383)

$ 54,545
(
89 )

14,762
(
1,839 )
(
5,657)

$ 61,722
Recognized
into other
comprehensiv
e income
$ -

-

-

-
(
27,999 )

-

-

-

-

2,109

($ 25,890)

$ -

-
(
11,586 )

-

-

($ 11,586)
Balance - end
of year





















$ -

29,835

6,588

13,354

-

4,500

-

33,112

982

3,687
$ 92,058
$ 54,545

83,333

3,176

-

-
$ 141,054
  • (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, 2023
$ 2,660,000
December 31, 2022 December 31, 2022
$ 2,800,000
  • (VI) Summarized amount of temporary differences related to investment but not recognized as deferred income tax liabilities

As of December 31, 2023 and 2022, the taxable temporary differences related to the investment in subsidiaries and not recognized as deferred income tax liabilities were NT$4,361,000 thousand and NT$4,028,000 thousand, respectively.

197

(VII) Approval of income tax

Except for 2020, the tax collection authorities had approved all the profit-seeking enterprise income tax returns of the Company as of 2021.

XXV. Earnings Per Share

Earnings Per Share
Basic EPS
Diluted earnings per share
2023
$ 7.25
$ 7.22
Unit: NTD per share
2022
$ 8.86
$ 8.78


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
Impacts of potential common
stock with diluting effects:
Interest after tax of
convertible corporate bonds
Net profit for calculating the basic
and diluted earnings per share
Number of shares
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
Convertible corporate bonds
The weighted average number of
common shares for calculating
the diluted earnings per share
(EPS)
2023
$ 3,528,592
6,878
$ 3,535,470
2023
486,688
2,020

1,277
489,985






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

198

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 the 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 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.

XXVII. 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 that was close to the fair value thereof. As of December 31, 2023 and 2022, there was 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, 2023

December 31, 2023
Financial assets at fair
value through profit or loss
Derivative financial
instruments

Financial liabilities at fair
value through profit or
loss
Derivative financial
instruments
Degree I
$ -

$ -
Degree II
$ 43,349

$ 21,860
Total



$ 43,349
$ 21,860

199

December 31, 2022

December 31, 2022
Financial liabilities at fair
value through profit or
loss
Derivative financial
instruments
Degree I
$ -
Degree II
$ 4,908
Total
$ 4,908

There was no transfer between fair value measurements Degree 1 and Degree 2 in 2023 and 2022.

  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.

Derivatives – Convertible The binary tree-based convertible bond valuation corporate bond model is adopted to estimate the bond value conversion option and the call option value based on the stock price volatility at the end of the period, the risk-free interest rate, the risk discount rate, and the liquidity risk.

(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
Measured at amortized cost
(Note 1)
Financial liabilities
At fair value through profit or
loss
Held for transactions
Measured at amortized cost
(Note 2)
December 31, 2023
$ 43,349
14,456,020
21,860
15,057,678
December 31, 2022
$ -
13,410,511
4,908
13,536,691

200

  • Note 1: The balances included the financial assets at amortized costs, such as cash and cash equivalents, accounts receivable, other receivables and refundable deposits.

  • Note 2: The balances included the financial liabilities measured at amortized costs, such as short-term loans, notes and accounts payable, other payables, long-term loans (including those due within a year), long-term notes payable, corporate bonds payable, and guarantee deposits received.

  • (IV) Objectives and policies of financial risk management

The Company manages foreign currency exchange rate risk, interest rate risk, equity instrument price risk, credit risk and liquidity risk to reduce the potential adverse effects of market uncertainty on the financial performance of the Company. The Company’s significant financial plans are reviewed by the Audit Committee and/or the Board of Directors in accordance with relevant regulations and internal control systems. The Company strictly abides by relevant financial standards for overall financial risk management and division of authority when executing financial plans.

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 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 is engaged in various transactions of derivative financial instruments to manage the foreign exchange and interest rate risks to be borne by them, including the hedge against the foreign exchange 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 currency-denominated sales and purchases, which exposed the Company the risk of foreign exchange rate changes therefor. About 99.83% of the Company Company’s sales were not denominated in the functional currency. About 96.86% of the costs of goods sold were not denominated in the functional currency. Insofar as it is permitted by policies, the

201

Company utilized forward foreign exchange contracts to help manage the risk.

For the book value of the Company’s non-functional currency-denominated monetary assets and liabilities, and the value of the Company’s monetary liabilities, on the balance sheet date, please see Note XXXI.

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 of 2% in functional currency against the relevant foreign currency. This 2% represents the sensitivity ratio applied by the Consolidated Company when the foreign exchange rate risk is reported to the management within the Group, and also the management’s evaluation on reasonable changes of the foreign exchange rate. The sensitivity analysis included only outstanding foreign currency-denominated monetary items and forward foreign exchange contracts designated to hedge against cash flows, and their translation at the end of the year was adjusted by changes in exchange rates by 2%. The positive figures in the following table indicate the amount decreased for the net profit before tax when NTD against the related currencies appreciates 2%; when NTD against the related currencies depreciates 2%, the effects to the net profit before tax will be negative at the same amount.

amount.
Loss Effect of USD
2023
$ 73,190
2022
$ 91,388
  • (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 in the current year, primarily as a result of the decrease in the cash and cash equivalents denominated in USD of the Company that led to the decrease in balance of net assets of the 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 Company. The Company maintains an adequate combination of fixed and floating interest rates to manage the interest rate risk.

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:

202

With fair value interest
rate risk
-Financial
liabilities
With cash flow interest
rate risk
-Financial assets
-Financial
liabilities
December 31, 2023
$ 84,563
3,948,446
1,465,000
December 31, 2022
$ 12,234
3,126,813
3,919,108

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 pre-tax net profit would increase by NT$11,994 thousand and decrease by NT$4,023 thousand in 2023 and 2022, respectively, primarily as a result of the Company’s exposure to the risk of changes in interest rates for demand deposits and loans.

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’s provision of financial guarantees primarily come 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 are mainly from customers around the world, and most of them are not provided as collaterals or credit guarantees. Although the Company has procedures in place to monitor and reduce the credit risk of accounts receivable, there is no guarantee that such procedures can completely prevent the loss caused by the credit risk. Such credit risk will increase when economic conditions deteriorate. As of December 31, 2023 and 2022, the balance of accounts receivable of the top ten customers accounted for 81% and 77% of the balance of the Company’s accounts

203

receivable, respectively; the credit risk concentration of the remaining accounts receivable is 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 Ratio below for the financial ratio yet to be drawn down by the Company.

(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 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, 2023

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




$ 2,876,606

1,168
-
-

$ 2,877,774




$ 3,308,510

2,342
-
-

$ 3,310,852




$ 2,859,162

6,928
-
-

$ 2,902,090




$ 196,919

32,548
-
1,445,556

$ 1,675,023




$ -

41,577
-
19,444
$ 61,021

204

The other information about lease liabilities maturity analysis is stated as following:

stated as following: lowing: lowing: lowing:
Less than 1
year
1
Lease liabilities$ 10,438
$ December 31, 2022
Repayment on
demand or less
than 1 months
Liabilities
without interest
$ 1,647,482
Lease liabilities
1,125
Floating interest
rate instruments
221,622
Fixed interest
rate instruments
-

$ 1,870,229
Less than 1
year
1 year~5
years
5 years~10
years
10 years~15
years
15 years~20
years
Over 20
years
$ -
Over5 years
Over 20
years
$ $ -

3

Liabilities
without interest

Lease liabilities
Floating interest
rate instruments
Fixed interest
rate instruments




$ 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:

stated as following: lowing:
Less than 1
year
1 year~5
years
5 years~10
years
10 years~15
years
15 years~20
years
Over 20
years
Lease liabilities$ 9,124
$ 3,110
$ -
$ -
$ -
$ -
(2)
Facility
December 31, 2023
December 31, 2022
Unsecured bank overdraft
(to be reviewed
annually)
-Already drawn
down
$ 1,465,000
$ 3,040,000
-Not yet drawn
down

-

3,991,288
$ 1,465,000
$ 7,031,288
Secured bank overdraft
-Already drawn
down
$ -
$ 879,108
-Not yet drawn
down

2,000,000

1,120,892
$ 2,000,000
$ 2,000,000
Less than 1
year
1 year~5
years
5 years~10
years
10 years~15
years
15 years~20
years
Over 20
years
$ -
31, 2022
Over 20
years





$ 3,040,000
3,991,288
$ 7,031,288
$ 879,108
1,120,892
$ 2,000,000

XXVIII. Transactions-related party

The transactions between the Company and other related parties are as follows, except those already disclosed in the Notes:

205

  • (I) Names of related parties and their relationship
Names of related parties and their relationship
Related parties’names
King Hsiang Investment Co.
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
Subsidiaries indirectly held
Subsidiaries indirectly held
Subsidiaries indirectly held
Subsidiaries indirectly held
Subsidiaries indirectly held
  • (II) Operating revenue
Ltd.
Operating revenue
Related parties’names
Suzhou Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Technology Co., Ltd.
Purchase
Related parties’names
Suzhou Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Technology Co., Ltd.
2023
$ 201,732
41,561

29,710
$ 273,003
2023
$ 10,121,772
4,941,611
1,789,945
$ 16,853,328
2022




$ 105,564
5,517

20,920
$ 132,001
2022




$ 11,493,931
6,283,149
1,687,159
$ 19,464,239

(III) Purchase

(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, 2023
$ 65,286
15,060

11
$ 80,357
$ 59,097
948

-
$ 60,045
December 31, 2022 December 31, 2022










$ 73,778
1,172

68
$ 75,018
$ 24,081
119

10
$ 24,210

206

No guarantee is received for the outstanding accounts receivable from related parties. For receivables from related parties in 2023 and 2022, the Company has not provided allowance losses.

  • (V) Accounts payable to related parties
Accounts payable to related parties
Related parties’names
Accounts payable
Suzhou Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Technology Co., Ltd.
Other payables
Goldex Holding Limited
December 31, 2023
$ 3,905,447
1,420,663

314,617
$ 5,640,727
$ 10,566
December 31, 2022








$ 4,402,324
1,137,871
184,526
$ 5,724,721
$ -

No guarantee is provided for the balance of outstanding accounts payable to related parties.

  • (VI) Loans to related parties (including interest receivable)
Type of related party
Interest revenue
Changshu Gold Circuit
Technology Co., Ltd.
Suzhou Gold Circuit
Electronics Ltd.
2023
$ -
-
$ -
2022




$ 3,094
69
$ 3,163

The loan to subsidiaries and interest have been fully recovered in 2022.

  • (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, 2023
USD 21,000
USD
-
USD
-
USD 20,000
USD
8,000
EUR
3,000
December 31, 2022










USD 23,000
USD 20,000
USD
8,000
USD 20,000
USD
8,000
EUR
5,000

207

(VIII) Others

Others
Type of related party
Other revenue
Suzhou Gold Circuit
Electronics Ltd.
King Hsiang Investment Co.
2023
$ 123
24
$ 147
2022




$ 2,619
24
$ 2,643

(IX) Remuneration to the management

Remuneration to the management
Short-term employee benefits
Post-employment benefits
2023
$ 87,941
1,510
$ 89,451
2022




$ 90,911
1,512
$ 92,423

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
December 31, 2023
$ 648,300

335,860
$ 984,160
December 31, 2022 December 31, 2022




$ 648,300
354,665
$ 1,002,965

XXX. Material contingencies

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, 2023
$ 296
33,900
894
December 31, 2022
$ 29
9,740
177

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 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:

208

December 31, 2023

December 31, 2023
Foreign
currency
Foreign currency
assets
Monetary items
USD
$ 386,371

RMB
2,726

Euro
1,470

JPY
36,000

THB
2


Foreign currency
liabilities
Monetary items
USD
267,188

RMB
366

Euro
2,424

JPY
33,900


December 31, 2022
Foreign
currency
Foreign currency
assets
Monetary items
USD
$ 415,211

RMB
3,513

Euro
887

JPY
64,400

Foreign currency
liabilities
Monetary items
USD
266,420

RMB
22

Euro
2,302

JPY
243,860
Exchange rate
30.705 (USD:NTD)

4.327 (CNY:NTD)
33.98
(EUR:NTD)
0.2173 (JPY:NTD)
0.9017 (THB:NTD)


30.705 (USD:NTD)

4.3270 (CNY:NTD)
33.98
(EUR:NTD)
0.2173 (JPY:NTD)


Exchange rate
30.71
(USD:NTD)

4.408 (CNY:NTD)
32.72
(EUR:NTD)
0.2324 (JPY:NTD)


30.71
(USD:NTD)

4.408 (CNY:NTD)
32.72
(EUR:NTD)
0.2324 (JPY:NTD)

Book value





$11,863,522
11,795
49,951
7,823
2
$11,933,093
$ 8,204,008
1,584
82,368
7,366
$ 8,501,995
Book value

Foreign currency
assets
Monetary items
USD

RMB
Euro
JPY
Foreign currency
liabilities
Monetary items
USD
RMB
Euro
JPY





$12,751,130
15,485
29,023
14,967
$12,810,605
$ 8,181,758
97
75,321
56,673
$ 8,313,849

XXXII. Noted disclosures

  • (I) Information related to material transactions and (II) information related to reinvested enterprises:

  • Lending of funds to others: Attachment 7

  • Endorsement and guarantee to others: Attachment 1.

  • Marketable securities held – end of period: Attachments 2 and 8.

209

  1. Cumulative amount of the same marketable security purchased or sold reaching NT$300 million or more than 20% of the paid-in capital: Attachment 3.

  2. Acquisition amount of real estate reaching NT$300 million or more than 20% of the paid-in capital: Attachment 9.

  3. Amount on disposal of real estate reaching NT$300 million or more than 20% of the paid-in capital: None.

  4. Purchase/sale amount of transactions with related parties reaching NT$100 million or more than 20% of the paid-in capital: Attachment 4 and 10.

  5. Accounts receivable from related party reaching NT$100 million or more than 20% of the paid-in capital: Attachment 5 and 11.

  6. Transactions of derivatives: Note VII.

  7. Information on investees: Attachment 6.

  8. (III) Information on investment in Mainland China

  9. 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 12.

  10. Major transactions and their values, payment terms, unrealized profits or losses that have incurred directly or indirectly through a third region with the investees in Mainland China: Attachment 13.

  11. Direct, or indirect, via a third area, endorsement, guarantee or provision of collateral made with the investees in the Mainland China: Attachment 1.

  12. Direct, or indirect, via an enterprise in a third area, financing with the investees in the Mainland China: Attachment 7.

  13. Other transactions that produce material effects on the income or financial status in the current period: None.

  14. (IV) Information of major shareholders: Names and shareholding quantities and ratios of shareholders that hold at least 5% of the equity: Attachment 14.

210

GOLD CIRCUIT ELECTRONICS LTD.

Endorsement and guarantee made for others

January 1 to December 31, 2023

Attachment 1

Unit: NTD thousand, USD thousand, CNY thousand, EUR thousand

No. Endorsement and
guarantee company
Name
Counterpart Counterpart Limits of
endorsement and
guarantee to a
single 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/
guarantee secured
by property
Accumulated
amount of
endorsement and
guarantee as a
percentage in the
net worth of the
financial
statements in the
most recent period
(%)

Maximum limits of
endorsement and
guarantee
(Note 2)
Endorsement
/guarantee
provided by
the Company
to the
subsidiary
(Note 3)

Endorsements/
guarantees
provided by
subsidiaries to
parent
company
(Note 3)
Endorsement/
guarantee in
Mainland
China
(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.
Subsidiary wholly invested
by the Company directly
Company wholly invested
via a subsidiary
indirectly
Company wholly invested
via a subsidiary
indirectly
Company wholly invested
via a subsidiary
indirectly
Company wholly invested
via a subsidiary
indirectly

$ 11,365,320
11,365,320
11,365,320
11,365,320
11,365,320
11,365,320
$ 707,020
( USD
23,000 )

173,550
( EUR
5,000 )

259,400
( USD
8,000 )

648,500
( USD
20,000 )

609,600
( USD
20,000 )

245,920
( USD
8,000 )
$ 644,805
( USD
21,000 )
101,940
( EUR
3,000 )
245,640
( USD
8,000 )
614,100
( USD
20,000 )
-
( USD
- )
-
( USD
- )
$ -
( USD
- )
-
( EUR
- )
-
( USD
- )
-
( USD
- )
-
( USD
- )
-
( USD
- )
$ -
-
-
-
-
-
4.26%
0.67%
1.62%
4.05%
-
-
$ 22,730,641
22,730,641
22,730,641
22,730,641
22,730,641
22,730,641
Y
Y
Y
Y
Y
Y
N
N
N
N
N
N
N
N
N
N
Y
Y

Note 1: The aggregate amount of the endorsements/guarantees provided by the Company to a single enterprise shall not exceed 75% of the Company’s net value in the current period. The maximum of the endorsements/guarantees made on December 31, 2023 was equivalent to 75% of the Company’s most recent financial statements audited or certified by the CPA (for Q3 of 2023).

Note 2: The aggregate amount of the endorsements/guarantees made by the Company outward shall not exceed 150% of the Company’s net value in the current period. The maximum of the endorsements/guarantees made on December 31, 2023 was equivalent to 150% of the Company’s most recent financial statements audited or certified by the CPA (for Q3 of 2023).

  • 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.

211

Unit: NTD thousand

GOLD CIRCUIT ELECTRONICS LTD.

Marketable securities held – end of year

December 31, 2023

Attachment 2

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.
Gold Circuit Electronics
(Thailand) Co., Ltd.
Goldex Holding Limited


Subsidiary
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
Long-term equity investment
under equity method
267,857
1,000,000
19,999,400
20,750,000
181,910,000






$ -
-
$ -
$ 58,658

651,691
9,462,754
$ 10,173,103
1.984
10.290
99.997
100.000
100.000





$ -
-
$ -
$ 58,658
651,691
9,462,754
$ 10,173,103

212

GOLD CIRCUIT ELECTRONICS LTD.

Cumulative amount of the same marketable securities purchased or sold reaching NT$300 million or more than 20% of the paid-in capital

2023

Attachment 3

Unit: NTD thousand, unless otherwise specified

Buying/selling
company
Type and name
(Note 1)
Account title Trading
counterpart
(Note 2)
Affiliation
(Note 2)
Beginning of period Beginning of period Buy (Note 3) Buy (Note 3) Sale (Note 3) Sale (Note 3) End of period End of period
Number of
shares
Amount Number of
shares
Amount Number of
shares
Selling price Book cost Disposal gain
or loss
Number of
shares
Amount
GOLD
CIRCUIT
ELECTRONIC
S LTD.

Gold Circuit
Electronics(Thailand)
Co., Ltd
Investments
under
equity method

-
- 20,750,000 $ 667,644 20,750,000 $ 667,644
  • Note 1: Securities mentioned in this table refer to stocks, bonds, beneficiary certificates and marketable securities derived from the above items.

Note 2: Investors whose securities are accounted using the equity method are required to complete these two fields, and the remainder can be left blank. Note 3: The cumulative amount of purchases and sales shall be separately calculated according to the market price to determine whether it reaches NTD 300 million or 20% of the paid-in capital.

Note 4: Paid-in capital refers to that of the parent company. In the case of an issuer whose shares have no par value or a par value other than NT$10 per share, the requirement of 20% of paid-in capital for transaction amount shall be calculated based on 10% of the equity attributable to the owners of the parent company on the balance sheet.

213

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, 2023

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.
Changshu Gold
Circuit
Electronics Ltd.
Changshu Gold
Circuit
Technology Co.,
Ltd.
Suzhou Gold
Circuit
Electronics Ltd.
Company wholly
invested via a
subsidiary indirectly
Company wholly
invested via a
subsidiary indirectly
Company wholly
invested via a
subsidiary indirectly
Company wholly
invested via a
subsidiary indirectly

Purchase

Purchase

Purchase

Sales
$ 10,121,772

4,941,611

1,789,945
(
201,732 )

43

21

8
(
1 )
O/A 3 months
O/A 4 months
O/A 3 months
O/A 3 months
-
-
-
-



( $ 3,905,447 )
(
1,420,663 )
(
314,617 )
65,286
(
49 )
(
18 )
(
4 )

1

214

GOLD CIRCUIT ELECTRONICS LTD.

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

December 31, 2023

Attachment 5

Attachment 5 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
Amounts received
in subsequent
period - related
party
Allowance loss
Amount Accounting
treatment
GOLD CIRCUIT
ELECTRONICS LTD.
Suzhou Gold Circuit
Electronics Ltd.
Company wholly invested via a
subsidiary indirectly
Accounts
receivable
$ 65,286
Other receivables
59,097
2.90
-
$ -
-

$ 21,264
31,593
$ -
-

Note 12: The days sales outstanding are not calculated for other receivables from related parties.

215

Unit: NTD thousand

GOLD CIRCUIT ELECTRONICS LTD.

Information related to the reinvested companies… such as names and locations.

January 1 to December 31, 2023

Table 6

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.
Goldex Holding Limited
Gold Circuit Electronics
(Thailand) Co., Ltd.
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
No. 664/25 Pracharat Bamphen Rd.,
Sam Saen Nok, Huai Khwang,
Bangkok, 10310, Thailand
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
General investment business

Design, produce and sell
multi-layer printed circuit
boards

$ 199,994
5,822,733
667,644
3,239,310
2,383,429
3,239,310
959,724
980,105
$ 199,994
6,116,948
-
3,239,310
2,670,554
3,239,310
959,724
980,105
19,999,400
181,910,000
20,750,000
98,000,000
83,010,000
98,000,000
30,010,000
33,000,000
99.997
100.000
100.000
100.000
100.000
100.000
100.000
100.000
$ 58,658
9,462,754
651,691
6,551,040
3,104,559
6,710,069
3,573,768
(
566,002 )
$ 692,609

2,828,412

1,787

1,970,722

866,209

1,978,397

716,234

144,845
( $ 1,282 )

2,814,780

1,787

1,964,013

859,286
1,971,688

705,681

148,475
(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. recognized in the current period, NT$1,282 thousand, includes the investment gain recognized under equity method, NT$692,588 thousand, the reversal of the financial asset valuation profit derived by Gold Circuit Investment for holding the Company’s stocks under the “Accounting Principles for Management of Treasury Stocks,” NT$18,030 thousand, and the dividend revenue received from the Company, NT$18,030 thousand.

216

GOLD CIRCUIT ELECTRONICS LTD.

Fund loaned by investees to others

January 1 to December 31, 2023

Attachment 7

Unit: NT$ thousand, USD thousand, and CNY thousand

No. Loaner Debtor Whether a
related party
or not
Transaction
items
Maximum balance
for the current
period
Balance – end of
period
Amount actually
disbursed
Interest rate
interval
(Note 3)
Nature of
lending of
funds
(Note 1)
Amount Reasons for
short-term
financing
Allowance for
doubtful accounts
Collateral Collateral Limit of loan to
each borrower
(Note 2)
Limit of total
lending
(Note 2)
Title Value
1
2
2
2
2
2
Goldex Holding
Limited
Gold Circuit
Enterprise
Limited
Changshu Gold
Circuit
Electronics Ltd.
Changshu Gold
Circuit
Electronics Ltd.
Suzhou Gold Circuit
Electronics Ltd.
Suzhou Gold Circuit
Electronics Ltd.
Gold Circuit International
Limited
Gold Circuit International
Limited
Changshu Gold Circuit
Technology Co., Ltd.
Changshu Gold Circuit
Technology Co., Ltd.

Changshu Gold Circuit
Technology Co., Ltd.

Changshu Gold Circuit
Technology Co., Ltd.
Y
Y
Y
Y
Y
Y
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables

$ 95,580
( USD
3,000)

97,275
( USD
3,000)

889,000
( CNY 200,000)

243,188
( USD
7,500)

818,070
( CNY 185,000)

809,640
( USD
26,000)
$ 85,974
( USD
2,800)
92,115
( USD
3,000)
865,400
( CNY 200,000)
230,288
( USD
7,500)
800,495
( CNY 185,000)
-
( USD
-)
$ 85,974
( USD
2,800)
92,115
( USD
3,000)
865,400
( CNY 200,000)
211,343
( USD
6,883)
800,495
( CNY 185,000)
-
( USD
-)
4.000%~5.000%
4.000%~5.000%
1.500%~3.550%
0.800%~4.200%
2.700%~3.500%
1.500%~5.100%
(2)
(2)
(2)
(2)
(2)
(2)
$ -
-
84,595
84,595
150,505
150,505
Working capital
Working capital
Working capital
Working capital
Working capital
Working capital
$ -

-

-

-

-

-





$ -
-
-
-
-
-
$ 26,975,323

9,155,016

5,391,014

5,391,014

9,110,276

9,110,276
$ 26,975,323
9,155,016
5,391,014
5,391,014
9,110,276
9,110,276

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 limit of funds lent to a single borrower and aggregate amount of the fund loaned to others by a reinvested company (except Goldex Holding Limited and Gold Circuit Enterprise Limited) shall not exceed 150% of the reinvested company’s net value in its most recent

financial statements audited or certified by the CPA (for Q3 of 2023). The limit of fund loaned to a single borrower and aggregate amount of the fund loaned 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 2023).

The limit of fund loaned to a single borrower and aggregate amount of the fund loaned to others by any reinvested company in Mainland China shall not exceed 150% of the reinvested company’s net value in its most recent financial statements audited or certified by the CPA (for Q3 of 2023).

Note 3: The interest rate interval for the funds lent in 2023

217

GOLD CIRCUIT ELECTRONICS LTD.

Marketable securities held by investees - end of period

December 31, 2023

Table 8

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.

Stock
LEE CHI ENTERPRISE CO.,
LTD.
GOLD CIRCUIT ELECTRONICS
LTD.


The parent company in
which King Hsiang
Investment Co. 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


$ 2,420
1,123,000
$ 1,125,420
0.068
1.047


$ 2,420
1,123,000
$ 1,125,420

218

GOLD CIRCUIT ELECTRONICS LTD.

Acquisition amount of real estate reaching NT$300 million or more than 20% of the paid-in capital

2023

Attachment 9

Unit: NTD thousand, unless otherwise specified

Real estate
acquiring company
Property name Date of
occurrence
Transaction
currency/amount

Payment status
Trading
counterpart
Affiliation If the trading counterparty is a related party, the
information of the previous transfer
If the trading counterparty is a related party, the
information of the previous transfer
If the trading counterparty is a related party, the
information of the previous transfer
If the trading counterparty is a related party, the
information of the previous transfer
Reference for price
determination
Purpose of
acquisition and
use status
Other
agreements
Owner Relationship
with
issuer
Date of
transfer
Amount
Gold Circuit
Electronics
(Thailand)Co., Ltd.
Land 11/14/2023 THB
$392,294
All repaid in full. IPP IP 7
COMPANY
LIMITED
Non-related
party
N/A N/A N/A N/A Professional land
appraisal report
Development of
new business

Note 1: If the acquired assets are subject to appraisal according to the regulations, the appraisal result shall be indicated in the “Reference for price determination” column.

Note 2: Paid-in capital refers to that of the parent company. In the case of an issuer whose shares have no par value or a par value other than NT$10 per share, the requirement of 20% of paid-in capital for transaction amount shall be calculated based on 10% of the equity attributable to the owners of the parent company on the balance sheet.

  • Note 3: The date of occurrence refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, date of resolution of the board of directors, or other dates based on which the counterparty and amount of the transaction, whichever date is earlier, can be determined.

219

GOLD CIRCUIT ELECTRONICS LTD.

Purchase/sale amount of transactions of reinvested companies with related parties reaching NT$100 million or more than 20% of the paid-in capital

January 1 to December 31, 2023

Attachment 10

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.
Changshu Gold
Circuit
Electronics Ltd.
Changshu Gold
Circuit
Technology Co.,
Ltd.
Changshu Gold
Circuit
Electronics Ltd.
Suzhou Gold
Circuit
Electronics Ltd.
Changshu Gold
Circuit
Technology Co.,
Ltd.
GOLD CIRCUIT
ELECTRONICS
LTD.
GOLD CIRCUIT
ELECTRONICS
LTD.
GOLD CIRCUIT
ELECTRONICS
LTD.
Suzhou Gold Circuit
Electronics Ltd.
GOLD CIRCUIT
ELECTRONICS
LTD.
Suzhou Gold Circuit
Electronics Ltd.
Ultimate parent
company
Ultimate parent
company
Ultimate parent
company
Associate
Ultimate parent
company
Associate
Sales
Sales
Sales
Sales
Purchase
Sales
( $ 10,121,772 )
(
4,941,611 )
(
1,789,945 )
(
630,566 )

201,732
(
150,505 )

(
93 )

(
86 )

(
85 )

(
11 )

4

(
7 )
O/A 3 months
O/A 4 months
O/A 3 months
O/A 4 months
O/A 4 months
O/A 4 months
-
-
-
-
-
-





$ 3,905,447
1,420,663
314,617
378,329
(
65,286 )
58,878

91

76

67

20

(
2 )

13

220

GOLD CIRCUIT ELECTRONICS LTD.

Receivable of the investee from related parties reaching NT$100 million or more than 20% of the paid-in capital

December 31, 2023

Attachment 11

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.
Suzhou Gold Circuit Electronics
Ltd.
Changshu Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Electronics Ltd.
Suzhou Gold Circuit Electronics
Ltd.
Changshu Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Electronics Ltd.
GOLD CIRCUIT
ELECTRONICS LTD.
GOLD CIRCUIT
ELECTRONICS LTD.
GOLD CIRCUIT
ELECTRONICS LTD.
Changshu Gold Circuit
Technology Co., Ltd.
Suzhou Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Technology Co., Ltd.
Changshu Gold Circuit
Technology Co., Ltd.
Suzhou Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Technology Co., Ltd.
Ultimate parent company
Ultimate parent company
Ultimate parent company
Affiliated enterprise
Affiliated enterprise
Affiliated enterprise
Affiliated enterprise
Affiliated enterprise
Affiliated enterprise
Accounts
receivable
$ 3,905,447
Accounts
receivable
1,420,663
Accounts
receivable
314,617
Accounts
receivable
76
Accounts
receivable
378,329
Accounts
receivable
2,979
Other receivables
812,117
Other receivables
1,070
Other receivables
1,105,547
2.44
3.86
7.17
1.77
1.77
1.98
-
-
-
$ -
-
-
-
-
-
-
-
-








$ 1,597,060
899,309
314,617
50
139,547
2,161
-
444
217,793
$ -
-
-
-
-
-
-
-
-

Note 12: The days sales outstanding are not calculated for other receivables from related parties.

221

GOLD CIRCUIT ELECTRONICS LTD.

Information about investment in Mainland China

January 1 to December 31, 2023

Attachment 12

Unit: NTD thousand/USD thousand

Name of invested company in
China
Principal business Principal business Paid-in capital Investment
method
(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
Company’s
direct or
indirect
investment
Equity (%)
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
$ 1,978,397
716,234
144,845
100
100
100
2.(2)
$ 1,971,688
2.(2)
705,681
2.(2)
148,475
$ 6,710,069
3,573,768
(
566,002 )
$ 626,966
252,915

-
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
$ 4,943,812
USD
161,010
$ -

Note 1: The modes of investment are classified into the following four types:

  1. Investments 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 been 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 which cooperates 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.

222

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, 2023

Attachment 13

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)
Unrealized loss
(gain)
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
via a subsidiary indirectly

Company wholly invested
via a subsidiary indirectly

Company wholly invested
via a subsidiary indirectly
Purchase
Sales
Purchase
Sales
Purchase
Sales
$ 10,121,772
201,732
4,941,611
41,561
1,789,945
29,710
$ 10,121,772
201,732
4,941,611
41,561
1,789,945
29,710
Regular
Regular
Regular
Regular
Regular
Regular
Similar
Similar
Similar
Similar
Similar
Similar
( $ 3,905,447 )
65,286
(
1,420,663 )
15,060
(
314,617 )
11
( 91 )
1
( 76 )
-
( 67 )
-
( $ 6,709 )
(
10,553 )
3,630

223

GOLD CIRCUIT ELECTRONICS LTD.

Information of Major Shareholders

December 31, 2023

Attachment 14

Name of major shareholder Shares Shares
Number of shares
held (share)
Shareholding ratio
Chang-Chi Yang
The labor pension reserve fund was fully authorized to
Nomura Investment Account for the first time in
2022.
Jui-Ching Li
96,622,217


35,601,320
27,651,870
19.64%
7.23%
5.62%

224

§Statement of important accounting titles§

Item
Asset, liability and equity items
Statement of Cash and Cash Equivalent
Statement of Accounts Receivable
Statement of Other Payables
Statement of Inventories
Statement of changes in investment under equity
method
Statement of changes in property, plant and equipment
Statement of changes in accumulated depreciation of
property, plant and equipment
Statement of changes in right-of-use assets
Statement of changes in accumulated depreciation of
right-of-use assets
Statement of Accounts Payable
Statement of Other Payables
Statement of Lease Liabilities
Statement of Corporate Bonds Payable
Statement of Long-term Loan
Statement of Gain and Loss Items
Statement of Operating Income
Statement of Operating Costs
Statement of Manufacturing Expenses
Statement of Selling Expenses
Statement of Management Expenses
Statement of R&D Expenses
Statement of Other Gains, Expenses and Losses
Statement of Financial Cost
Summary of employee benefits, depreciation, depletion
and amortization of the year by function
Number/Index
I
II
III
IV
Note X
Note XI
Note XI
Note XII
Note XII
V
Note XIX
VI.
VII.
VIII.
IX.
X.
XI.
XII.
XIII.
XIV.
Note XXIV
Note XXIV
XV

225

GOLD CIRCUIT ELECTRONICS LTD.

Statement of Cash and Cash Equivalent

December 31, 2023

Statement 1

Unit: NTD thousand

Item
Cash
Cash on hand and
working capital
Bank deposit
Check and NTD
current deposit
Foreign currency
current deposit
Cash equivalents
Foreign currency time
deposit
Summary
US$52,275 thousand @30.705
ERU 264 thousand, @33.98
RMB 85 thousand @4.327
RMB 2,500 thousand, @ 4.327,
10/31/2023 – 1/1/2024, 2.50%
Amount




$ 880
2,322,327
1,605,094
8,958
369
10,818
$ 3,948,446

226

GOLD CIRCUIT ELECTRONICS LTD.

Statement of Accounts Receivable

December 31, 2023

Statement 2

Unit: NTD thousand

Customer
Non-related party
R-01
R-02
R-03
R-04
R-05
R-06
Others (Note)
Subtotal
Related party
Suzhou Gold Circuit Electronics
Ltd.
Changshu Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Technology Co., Ltd.
Subtotal
Less: Allowance for doubtful
accounts
Summary
Payment for
purchase of goods








Amount





(
$ 1,865,298
1,547,384
995,927
940,330
933,443
630,059
3,402,636
10,315,077
65,286
15,060
11
80,357

37,178)
$ 10,358,256

Note: None of the account balance is with an amount exceeding 5% of the total amount.

227

GOLD CIRCUIT ELECTRONICS LTD.

Statement of Other Payables

December 31, 2023

Statement 3

Unit: NTD thousand

Item
Related party
Suzhou Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Technology Co., Ltd.
Non-related party
Business tax refund
receivable
Accounts receivable from
sale of scraps
Others (Note)
Summary
Sale of equipment and
consumables
Sale of equipment and
consumables
Amount





$ 59,097
948
60,045
53,829
26,141
2,035
82,005
$ 142,050

Note: None of the account balance is with an amount exceeding 5% of the total amount.

228

GOLD CIRCUIT ELECTRONICS LTD.

Statement of Inventories

December 31, 2023

Statement 4 Unit: NTD thousand

Item
Finished goods
Work in process
Raw materials &
supplies
Inventories in transit
Less: Allowance
losses on inventory
devaluation and
obsolescence (Note)
Summary
Double-layer and
multi-layer boards

Copper foil substrate,
film, chemical agent,
drill pen, adhesive
tape, overcoat, rivets
Double-layer and
multi-layer boards
Amount Amount Amount
Cost
$ 2,199,841
1,867,165
528,239
42,163
4,637,408

299,773)
$ 4,337,635
Net realized
value




(



$ 2,078,160
1,709,096
508,216
42,163
$ 4,337,635

Note: The loss is provided due to devaluation and obsolescence of finished goods, work-in-process and raw materials.

229

GOLD CIRCUIT ELECTRONICS LTD.

Statement of Accounts Payable

December 31, 2023

Statement 5

Unit: NTD thousand

Customer
Non-related party
P-01
P-02
P-03
P-04
Others (Note)
Related party
Suzhou Gold Circuit Electronics Ltd.
Changshu Gold Circuit Electronics
Ltd.
Changshu Gold Circuit Technology
Co., Ltd.
Summary
Payment for
purchase of goods




Payment for
purchase of goods

Amount







$ 906,009
338,845
217,114
156,697
785,147
2,403,812
3,905,447
1,420,663
314,617
5,640,727
$ 8,044,539

Note: None of the account balance is with an amount exceeding 5% of the total amount.

230

GOLD CIRCUIT ELECTRONICS LTD.

Statement of Lease Liabilities

December 31, 2023

Statement 6 Unit: NTD thousand

Item
Machinery &
equipment
Plant
equipment
Summary

Lease Period

3/2013–2/2025
9/2023–8/2033
Discount rate
1.38%

1.68%

Balance –
end of
period
$ 3,110
81,453
$ 84,563
Note


231

GOLD CIRCUIT ELECTRONICS LTD.

Statement of Corporate Bonds Payable

December 31, 2023

Statement 7

Unit: NTD thousand, unless otherwise specified

Bond Name
Domestic corporate
bonds
Second domestic
unsecured
convertible
corporate bonds
Trustee
Taipei Fubon
Commercial
Bank Co.,
Ltd.
Date of
issue
12.15.202
3
Interest
payment
date
Note
Interest
rate (%)

Amount Book value
$ 3,393,537
Payment terms
Repayable in a lump
sum on maturity
date. (The
Company has the
right to redeem the
bonds at any time
under given
conditions during
the period from
the day next to the
end date on which
the convertible
corporate bond has
been issued for
three months to
the 40th day prior
to the expiration of
the issue date.)
Guarantee
status
Total issuance
amount
$ 4,000,000
Converted
amount
$ -
Balance – end of
period
$ 4,000,000
Unamortized
premium
(discount)
$ 606,463)
( None

Note: The principal will be repaid in a lump sum at face value on the maturity date.

232

GOLD CIRCUIT ELECTRONICS LTD.

Statement of Long-term Loan December 31, 2023

December 31, 2023
Statement 8
Creditor bank or guarantee institution
Mega International Commercial Bank
Syndicated banks including Taipei
Fubon Bank
Summary
Credit loan
Syndicated loan
Amount (Note) Total
$ 25,000
1,440,000
$ 1,465,000
Term of Loan
119.11.24
114.12.20
Interest rate
interval %
1.78
2.1247
Unit: NTD thousand
Mortgage or
collateral

Current portion
$ -

-
$ -
Matured upon
expiration of one
year
$ 25,000
1,440,000
$ 1,465,000






Note: Please refer to Note XVI of the financial statement for the repayment method.

233

GOLD CIRCUIT ELECTRONICS LTD.

Statement of Operating Income January 1 to December 31, 2023

Statement 9

Unit: NTD thousand

Item Summary Amount Sales revenue $ 30,511,812 Less: Sales return ( 612,002 ) Sales ( 471,222 allowance $ 29,428,588

234

GOLD CIRCUIT ELECTRONICS LTD.

Statement of Operating Costs

January 1 to December 31, 2023

Statement 10

Unit: NTD thousand

Item
Direct raw materials
Raw materials - beginning of year
Add: Ingoing materials in the current
period
Less: Raw materials, end of period
Consumption of direct raw materials
Direct labor
Manufacturing expenses
Manufacturing costs
Add: Work in process, beginning of year
Less: Work in process, end of year
Costs of finished goods
Add: Finished goods, beginning of year
Procured externally in the current period
Less: Finished goods, end of year
Sale of scraps and waste materials
Loss on inventory devaluation
Transferred to sample charges
Transferred to other expenses
Amount
$ 273,315
6,503,423
(
525,155)
6,251,583
1,337,609

2,737,918
10,327,110
1,241,136
(
1,867,165)
9,701,081
2,147,638
17,001,772
(
2,199,841 )
(
228,467 )
150,600
(
19,965 )
(
1,531)
$ 26,551,287

235

GOLD CIRCUIT ELECTRONICS LTD.

Statement of Manufacturing Expenses

January 1 to December 31, 2023

Statement 11

Unit: NTD thousand

Item
Indirect materials
Salary expense
Rent expenses
Stationery and supplies
Travel expense
Freight expense
Postage expense
Repair expense
Utilities expense
Insurance premium
Tax
Depreciation
Amortizations
Food expense
Worker's benefits
Miscellaneous purchase
Consumable materials
Packaging materials
Processing expense
Other expenses
Summary Amount


$ 174,626
478,115
1,389
2,195
1,954
50
2,296
294,463
585,109
171,294
7,550
366,477
18,241
15,187
27,178
23,496
64,448
1,783
257,598
244,469
$ 2,737,918

236

GOLD CIRCUIT ELECTRONICS LTD.

Statement of Selling Expenses

January 1 to December 31, 2023

Statement 12

Unit: NTD thousand

Item
Salary expense
Rent expenses
Stationery and supplies
Travel expense
Freight expense
Postage expense
Repair expense
Utility bill
Insurance premium
Entertainment expense
Depreciation
Food expense
Worker's benefits
Commission expenses
Import/export expenses
Training expense
Other expenses
Summary Amount



$ 114,752
2,415
107
8,054
3,040
700
378
476
7,456
10,862
1,339
3,338
2,739
386,944
20,441
81
43,819
$ 606,941

237

GOLD CIRCUIT ELECTRONICS LTD.

Statement of Management Expenses January 1 to December 31, 2023

Statement 13

Unit: NTD thousand

Item
Salary expense
Rent expenses
Stationery and supplies
Travel expense
Freight expense
Postage expense
Repair expense
Utility bill
Advertising expense
Insurance premium
Entertainment expense
Donation
Tax
Depreciation
Amortizations
Food expense
Worker's benefits
Training expense
Other expenses
Summary Amount


$ 268,563
2,546
688
8,759
525
486
11,982
4,799
170
14,426
10,356
7,140
1,049
17,948
1,072
898
2,516
3,463
98,250
$ 455,636

238

GOLD CIRCUIT ELECTRONICS LTD.

Statement of R&D Expenses

January 1 to December 31, 2023

Statement 14

Unit: NTD thousand

Item
Salary expense
Rent expenses
Stationery and supplies
Travel expense
Freight expense
Postage expense
Repair expense
Utility bill
Insurance premium
Depreciation
Amortizations
Food expense
Worker's benefits
Training expense
Other expenses
Summary Amount


$ 335,971
97
85
1,263
22
77
2,554
1,277
21,927
1,563
4,157
2,207
4,898
534
8,135
$ 384,767

239

GOLD CIRCUIT ELECTRONICS LTD.

Summary of employee benefits, depreciation, depletion and amortization of the year by function

January 1 to December 31, 2023 and 2022

Statement 15

Unit: NTD thousand

Employee fringe benefit
expenses
Salary

Expenses for labor
and health
insurance
Pension expense
Remuneration to
directors
Other employee
benefit expenses
Depreciation
expenditure
Amortization
expenditure
2023 Total
$ 2,415,990

189,676

72,000

47,020

122,706

387,327

23,470
2022
Classified as
operating
costs
$ 1,765,414
151,816
50,310
-
101,391
366,477
18,241
Classified as
operating
expense
$ 650,576

37,860

21,690

47,020

21,315

20,850

5,229
Classified as
operating
costs
$ 1,668,755

144,616

51,346

-

99,777

312,885

11,757
Classified as
operating
expense
$ 603,913

34,711

20,654

51,600

17,799

21,564

948
Total
$ 2,272,668

179,327

72,000

51,600

117,576

334,449

12,705

Note:

  1. The number of employees for this year and the previous year was 2,515 and 2,374 persons, respectively. Six of these employees did not serve as a director concurrently in both years.

  2. A company whose stocks are already listed on TWSE or trade in TPEx shall also disclose the following information:

  3. (1) The average employee benefit expenditure for this year was NT$1,119 thousand (“Total employee benefit expenditure - Total remuneration to directors for this year”/“Number of employees - Number of employees not serving as director concurrently for this year”).

    • The average employee benefit expenditure for the previous year was NT$1,117 thousand (“Total employee benefit expenditure - Total remuneration to directors for the previous year”/ “Number of employees - Number of employees not serving as director concurrently for the previous year”).
  4. (2) The average employee salary expenditure for this year was NT$965 thousand (Total salary expenditure for this year/

    • “Number of employees - Number of employees not serving as director concurrently for this year”).

The average employee salary expenditure for the previous year was NT$848 thousand (“Total salary expenditure for the

  • previous year”/ “Number of employees - Number of employees not serving as director concurrently for the previous year”).

  • (3) Variance in the average employee salary expenditure adjusted was 0.40% (“Average employee salary expenditure for this year - Average employee salary expenditure for the previous year” / Average employee salary expenditure for the previous year).

  • (4) There are no supervisors in the Company, so disclosure of remuneration for supervisors is not prepared.

  • (5) The compensation and remuneration policies of the Company (including directors, managers, and employees). A. Director

    • a. Fixed: The board meeting is authorized to determine the remuneration to each director according to the standards of the industry; NT$30 thousand is allocated each month for each director now.

    • b. Variable: No more than 1% of the annual profit is allocated as director’s remuneration as required by the Articles

240

of Incorporation.

  • B. The remuneration to managers is based on the requirements set forth in Article 29 of the Company Act.

  • C. The employees are paid according to the applicable requirements of the Company for practitioners and with reference to the salary criteria on the market. 5–10% of the annual profit is allocated as employees’ remuneration as required by the Articles of Incorporation.

  • D. The remuneration to directors and that to managers need to be periodically evaluated by the Company’s Remuneration Committee and the latter will define the compensation and remuneration.

Description:

  1. The calculation basis applied to the information about the number of employees referred to herein shall be consistent with that applied to employee benefit expenditure and employee salary expenditure, and subject to the average number of employees.

  2. According to IAS 19, employees, including directors and other management officers, might provide services, on a full-time basis, on a part-time basis, permanently, from time to time, or temporarily. Therefore, the “employees” referred to herein include directors, managers, general employees and workers by contract, but exclude supervisors, temporary workers, labor service suppliers, or business contractors.

  3. The “remuneration to directors” means the remuneration, pension, compensation to directors, and income from professional practicing received by all directors, but salary, labor/national health insurance premium, pension and other welfare expenses received by any of them who serves as employee concurrently are excluded.

  4. The “remuneration to supervisors” means the rewards, compensation, and income from performing duties at work.

241

Declaration for Consolidated Financial Reports of Affiliated Companies

Companies that shall be included in the compiled Consolidated Financial Statement of Affiliates for 2023 (from January 1, 2023 to December 31, 2023) in accordance with the Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliates are identical to those that shall be compiled in the Consolidated Statement of Parent Company and Subsidiaries as per International Financial Reporting Standard 10 and all the information that shall be disclosed in the Consolidated Financial Statement of Affiliates has been disclosed in the Consolidated Statement of Parent Company and Subsidiaries. Therefore, the Consolidated Financial Statement of Affiliates is not prepared separately.

Declared by:

Company: GOLD CIRCUIT ELECTRONICS LTD.

Responsible person: Chen-Tse Yang

MARCH 12, 2024

242

Independent Auditors’ Report

To 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, 2023 and 2022 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, 2023 and 2022.

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, 2023 and 2022 and the consolidated results of financial performance and consolidated cash flow for the periods starting from January 1 till December 31, 2023 and 2022.

The basis for opinions

We conducted our audit 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

243

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 matter

The “key audit matter” means that the independent auditors have used their professional judgment as the basis to audit the most important matters on the 2023 consolidated financial statements of 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 of the 2023 consolidated financial statements of 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 (the CPAs) 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 payment collection 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 2023 and 2022 parent company only financial statements for which we, the Undersigned Certified Public Accountant, have duly worked out the standard type, an Audit Report with unqualified (unreserved) opinion for 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

244

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 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 any audit conducted in accordance with the accounting principles 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, 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

245

express an opinion on the effectiveness of the internal control of Gold Circuit Electronics Group.

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

  2. 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.

  3. 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.

  4. 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).

246

We have used the communications with the governing unit as the basis to determine the key audit matters to be performed on the 2023 consolidated financial statements of Gold Circuit Electronics Group. 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 Chen Chao-Ling CPA Chang Chun-Yi

Financial Supervisory Commission’s Securities and Futures Commission’s written written approval No.: approval No: Jin-Guan-Zheng-Liu-Zi No.: Tai-Cai-Zheng-Liu-Zi No. 0920123784 0930160267

March 12, 2024

247

GOLD CIRCUIT ELECTRONICS LTD. and its subsidiaries

Consolidated Balance Sheet

December 31, 2023 and 2022

Unit: NTD thousand

Code

1100
1110
1150
1170
1200
1220
130X
1410
1470
11XX

1535
1600
1755
1760
1780
1840
1900
15XX
1XXX

Code

2100
2120
2150
2170
2200
2230
2250
2280
2399
21XX

2530
2540
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
& VII)
Notes receivable (Notes IV and IX)
Accounts receivable (Notes IV, V and IX)
Other receivable (Notes IV and IX)
Income tax assets for the current period
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 XXX)
Right-of-use assets (Notes IV, XIII and XXX)
Investment property (Notes IV and XIV)
Other intangible assets (Notes IV and XV)
Deferred income tax assets (Notes IV and XXV)
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 at fair value through gains or losses – current (Notes
IV and VII)
Notes payable
Accounts payable (Note XIX)
Other payables (Note XX)
Income tax liability for the current period (Note XXV)
Provision for liabilities-current (Notes IV and XXI)
Lease liabilities – current (Notes IV and XIII)
Other current liabilities (Note XX)
Total current liabilities
Non-current liabilities
Corporate bonds payable (Notes IV and XVIII)
Long-term borrowings (Notes IV and XVII)
Deferred income tax liabilities (Notes IV and XXV)
Lease liabilities – non-current (Notes IV and XIII)
Net defined benefit liabilities – non-current (Notes IV and XXII)
Other non-current liabilities (Note XX)
Total non-current liabilities
Total liabilities
Equity attributable to owners of the Company (Note XXIII)
Share capital
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 equity
December 31, 2023 December 31, 2023
23
-
-
33
-
-
18
1
-
75
-
21
1
2
-
1
-
25
100
1
-
-
18
9
2
1
-
1
32
10
5
2
-
-
-
17
49
15
6
3
2
25
30
-
-
51
51
100
December 31, 2022 December 31, 2022
Amount
$ 7,740,915
79,437
5,404
10,728,000
110,179
5
5,970,385
275,169
3,305
24,912,799
56,600
6,945,126
230,004
595,800
58,186
287,318
15,410
8,188,444
$ 33,101,243
$ 216,760
21,860
16
6,021,443
3,111,814
702,395
212,729
10,438
177,874
10,475,329
3,393,537
1,465,000
655,027
74,125
89,220
117,880
5,794,789
16,270,118
4,918,391
2,117,649
927,568
475,522
8,373,552
9,776,642
111,197
92,754)
16,831,125
16,831,125
$ 33,101,243
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

















(





































(




















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

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

248

GOLD CIRCUIT ELECTRONICS LTD. and its subsidiaries

Consolidated Statements of Income

January 1 to December 31, 2023 and 2022

Code
Operating income
4100
Sales revenue (Note IV)

Operating cost (Notes X. XXII
and XXIV)
5110
Cost of goods sold

5900 Gross profit

Operating expenditure (Notes
XXII and XXIV)
6100
Promotional expenditure
6200
Operating expenditure
6300
R&D expenditure
6450
Expected credit
impairment loss
(profit)
6000
Total operating
expenses
6500 Net amount of other gains and
losses (Note XXIV)
6900 Net operating profit

Non-operating income and
expenditure (Notes IV and
XXIV)
7100
Interest revenue
7010
Other revenue
7020
Other gain or loss

7050
Financial cost

7000
Total non-operating
revenue and
expense
7900 Net profit before tax from
continuing operation
Unit:
2023
NTD thousand, except for EPS (NT$)
2022

Amount

100 $ 32,785,064 100
74
24,056,976
73
26

8,728,088
27

3
963,997
3

3
983,518
3

3
718,228
2

-

39,549

-

9

2,705,292

8

-

13,916

-
17

6,036,712
19

1
62,826
-

-
93,608
-

-
285,502
1
(
1)
(
90,315)

-

-

351,621

1
17
6,388,333 20
NTD thousand, except for EPS (NT$)
2022

Amount

100 $ 32,785,064 100
74
24,056,976
73
26

8,728,088
27

3
963,997
3

3
983,518
3

3
718,228
2

-

39,549

-

9

2,705,292

8

-

13,916

-
17

6,036,712
19

1
62,826
-

-
93,608
-

-
285,502
1
(
1)
(
90,315)

-

-

351,621

1
17
6,388,333 20
NTD thousand, except for EPS (NT$)
2022

Amount

100 $ 32,785,064 100
74
24,056,976
73
26

8,728,088
27

3
963,997
3

3
983,518
3

3
718,228
2

-

39,549

-

9

2,705,292

8

-

13,916

-
17

6,036,712
19

1
62,826
-

-
93,608
-

-
285,502
1
(
1)
(
90,315)

-

-

351,621

1
17
6,388,333 20
NTD thousand, except for EPS (NT$)
2022

Amount

100 $ 32,785,064 100
74
24,056,976
73
26

8,728,088
27

3
963,997
3

3
983,518
3

3
718,228
2

-

39,549

-

9

2,705,292

8

-

13,916

-
17

6,036,712
19

1
62,826
-

-
93,608
-

-
285,502
1
(
1)
(
90,315)

-

-

351,621

1
17
6,388,333 20
NTD thousand, except for EPS (NT$)
2022

Amount

100 $ 32,785,064 100
74
24,056,976
73
26

8,728,088
27

3
963,997
3

3
983,518
3

3
718,228
2

-

39,549

-

9

2,705,292

8

-

13,916

-
17

6,036,712
19

1
62,826
-

-
93,608
-

-
285,502
1
(
1)
(
90,315)

-

-

351,621

1
17
6,388,333 20
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


6,388,333













(














(
















100
73
27

3

3

2
-
8
-
19

-

-

1
-
1
20

(To be continued)

249

(Continued)

Code
7950
Income tax expense (Notes IV
and XXV)
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
XXII)
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 XXVI)
From continuing operations
9710
Basic

9810
Diluted
2023
5

12


-

-

1)


1)

11

12

11


2022




(
(










6
14

-

-
-
-
14
14
14

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

250

Unit: NTD thousand

GOLD CIRCUIT ELECTRONICS LTD. and its subsidiaries

Consolidated Statements of Changes in Shareholders’ Equity

January 1 to December 31, 2023 and 2022

Code
A1
Balance as of January 1, 2022

Appropriation and distribution of 2021
earnings:
B1
Appropriation of legal reserve
B5
Cash dividends to the Company’s
shareholders
Change in other capital reserves:
C17
Capital reserve – treasury stock
transactions
D1
2022 net profit
D3
2022 other comprehensive income after tax

D5
Total amount of 2022 comprehensive income
E3
Capital reduction in cash

Z1
Balance as of December 31, 2022
Appropriation and distribution of 2022
earnings:
B1
Legal reserve
B5
Cash dividends to the Company’s
shareholders
Change in other additional paid-in capital
C5
Capital reserve – stock options
C17
Capital reserve – treasury stock
transactions
D1
2023 net profit
D3
2023 other comprehensive income after tax

D5
Total amount of 2023 comprehensive income
Z1
Balance as of December 31, 2023
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 )
-
-

-
-
-

-

5,723


92,754 )
-
-

-
-
-
-

-

$ 92,754)
Total equity
Capital stock
$ 5,464,879

-
-
-
-
-

-


546,488)

4,918,391
-
-
-
-
-
-

-

$ 4,918,391
Additional paid-in
capital
$ 1,206,574

-
-
12,593
-

-


-


-

1,219,167
-
-
880,452
18,030
-

-


-

$ 2,117,649
Retained earnings Undistributed
earnings
$ 3,927,668


296,218 )

1,202,274 )
-
4,567,875
65,650

4,633,525

-

7,062,701


463,353 )

1,721,436 )
-
-
3,528,592

32,952)

3,495,640

$ 8,373,552
Other equity items Property
revaluation surplus
$ 295,781

-
-
-
-

-


-


-


295,781

-
-
-
-
-

-


-

$ 295,781
Exchange
differences on
translation of
foreign financial
statements
( $ 27,260 )

-

-
-
-

18,825


18,825


-

(
8,435 )

-

-
-
-
-
(
165,579)

(
165,579)

($ 174,014)
Unrealized
gain/loss on
valuation of
financial assets at
fair value through
other
comprehensive
income
( $ 10,570 )
-
-
-
-

-


-


-

(
10,570 )
-
-
-
-
-

-


-

($ 10,570)
Legal reserve
$ 167,997

296,218
-
-
-
-

-

-

464,215
463,353
-
-
-
-
-

-

$ 927,568
Special reserve
$ 475,522

-

-

-
-
-

-

-

475,522
-

-

-
-
-
-

-

$ 475,522



(





















(
(



(
(
(

(





(


(
(
(
(



(


(







(



(


(

(


(

(
(

$ 11,402,114
-

1,202,274 )
12,593
4,567,875
84,475
4,652,350

540,765)

14,324,018
-

1,721,436 )
880,452
18,030
3,528,592

198,531)
3,330,061
$ 16,831,125

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

251

GOLD CIRCUIT ELECTRONICS LTD. and its subsidiaries

Consolidated Statements of Cash Flow

January 1 to December 31, 2023 and 2022

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
(gain on recovery of
impairment)

A20100
Depreciation expenditure
A20200
Amortization expenditure
A20900
Financial cost
A29900
Provision (reversal) for liabilities

A21200
Interest revenue

A21300
Dividend income

A23800
Inventory devaluation and
obsolescence loss
A22500
Loss on disposal of property, plant
and equipment
A20400
Net profit from financial assets at
fair value through gains or losses
A20400
Net loss from financial liabilities at
fair value through gains or losses
A24100
Net loss of exchange in foreign
currencies
A24600
(Gain) loss from fair value
adjustment of investment
property

A29900
Net defined benefit liabilities

A30000
Net change in operating assets and
liabilities
A31130
Notes receivable
A31150
Accounts receivable
A31180
Other receivables

A31200
Inventory

A31230
Prepayments

A31240
Other current assets

A32140
Notes payable

A32150
Accounts payable
A32180
Other payables
A32230
Other current liabilities

A33000
Cash yielded in business operation

A33200
Interest collected
A33500
Income tax paid

AAAA
Net cash generated by operating
activities
2023
$ 5,217,907

(
44,485 )
940,984
25,921
117,976
(
39,147 )
(
196,469 )

(
140 )

126,051
28,716
(
36,135 )


1,183
334,263
(
19,600 )
(
25,071 )

4,020
44,042

(
21,426 )
(
478,530 )

(
10,029 )
(
371 )
(
100 )
361,022
197,040
(
19,678)

6,507,944

196,449
(1,387,303)

5,317,090
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
(
45,517 )
8,204
( 1,661,394 )
2,494
(
943,444 )
1,994
12,965
116
158,371
286,899

88,619
5,638,373
62,803
(1,257,427)
4,443,749

(To be continued)

252

(Continued)

Code
Cash flow from investing activities
B00050
Disposal of financial assets measured at
amortized cost

B07600
Dividends received
B02700
Procurement of property, plant and
equipment

B04500
Procurement of intangible assets

B02800
Proceeds from disposal of property,
plant and equipment
B03800
Decrease (increase) in refundable
deposit

B06700
Decrease in other non-current assets

BBBB
Net cash used in investing
activities

Cash flow from financing activities
C01200
Issuance of corporate bonds

C00100
Increase in short-term loans

C00200
Decrease in short-term loans

C01600
Application for long-term loans

C01700
Repayment of long-term loans

C01900
Decrease in long-term notes payable
C04020
Repayment of lease liability principal

C03000
Collection of guarantee deposits
received
C05600
Interest paid

C04500
Cash dividends 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 in cash and cash equivalents

E00100 Cash and cash equivalents, beginning of year
E00200 Cash and cash equivalents, end of year
2023
( $ 11,500 )

140
( 1,622,790 )

(
41,647 )

18,629
(
4,552 )

-

(1,661,720)

4,281,160
2,035,046

( 3,956,469 )

1,465,000

( 3,340,000 )

-

(
15,461 )

12,870
(
115,418 )

( 1,703,406 )


-

(1,336,678)

(
551,754)

1,766,938

5,973,977

$ 7,740,915
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

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

253

GOLD CIRCUIT ELECTRONICS LTD. and its subsidiaries

Notes to consolidated financial statement

January 1 to December 31, 2023 and 2022

(Expressed in Thousand New Taiwan Dollars, unless specified otherwise)

I. 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 in Taiwan, in order to improve the comparability and consistency of the financial reports, the consolidated financial reports are denominated in NTD.

II.

Date and procedure for resolution of the financial reports

This Consolidated Financial Statement was passed after being officially resolved at the Board of Directors meeting convened on March 12, 2024. III. Applicability of newly promulgated and amended standard rules and interpretations

  • (I) The first-time adoption of the IFRS, IAS, IFRIC, and SIC approved 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) IFRSs approved by the FSC and applicable in 2024
IFRSs approved by the FSC and applicable in 2024
New promulgation/Amendment/Amended Rules and
Interpretation
Amendments to IFRS 16 “Lease Liability in a Sale
and Leaseback”
Amendments to IAS 1 “Classification of Liabilities
as Current or Non-current”
Amendments to IAS 1 “Non-current Liabilities with
Covenants”
Amendments to IAS 7 and IFRS 7 “Supplier
Financing Arrangements”
The effective date
promulgated by IASB
(Note1)
Monday, January 1, 2024
(Note 2)
Monday, January 1, 2024
Monday, January 1, 2024
Monday, January 1, 2024
(Note 3)

254

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 as a lessee shall be subject to IFRS 16 amendments retroactively in a sale and leaseback transaction agreed after the initial application of the IFRS 16.

  • Note 3: Partial exemption from disclosure requirements is applied upon first application of these amendments.

  • Amendments to IFRS 16 “Lease Liability in a Sale and Leaseback”

The amendments clarify that for a sale and leaseback transaction, if the transfer of an asset meets the requirements of IFRS 15 “Revenue from Contracts with Customers” and it is classified as a sale of assets, the liabilities of the seller as a lessee arising from the leaseback shall be dealt with in accordance with the lease lability requirements of IFRS 16. However, if variable lease payments that are not dependent on the index or rate are involved, the seller as a lessee shall measure the liability in a manner in which the gain or loss related to the retained right-of-use is not recognized. Subsequently, the difference between the current lease payments included in the calculation of the lease liability and the actual payments is recognized in profit or loss.

  1. Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” (amended in 2020) and amendments to “Non-current Liabilities with Covenants” (amended in 2022)

The 2020 amendment clarifies that in order to determine whether a liability shall be classified as non-current, it is necessary to evaluate whether the Consolidated Company, at the end of the reporting period, has the right to defer settlement of the liability for at least 12 months after 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 non-current, irrelevant with whether the Consolidated Company is expected to exercise the right or not.

The 2020 amendment also specifies that

clarifies that if the Consolidated Company may retain the right to defer settlement of a liability only upon compliance with specific terms, it must

255

comply with such specific terms at the end of the reporting period, even if the lender will not test its compliance until a later date. The 2022 amendments further clarify that only the contractual terms to be followed before the end of the reporting period affect the classification of a liability. Although the contractual terms that must be complied with within 12 months after the reporting period do not affect the classification of liabilities, relevant information must be disclosed to enable users of financial reports to understand risk that the Consolidated Company may not be able to comply with the contractual terms and will be required to repay the liabilities within 12 months after the reporting period.

The 2020 amendment requires that for the purpose of classification of liabilities, said settlement refers to the discharge from liability through the transfer to the trading counterparty of cash, other economic resources, or the Consolidated Company’s equity instruments. 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 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.

  1. Amendments to IAS 7 and IFRS 7 “Supplier Financing Arrangements”

Supplier financing arrangements are characterized by a commitment by one or more financing providers to pay an company for the amount payable to its supplier, and the company agrees to make a payment on the same day of payment to its supplier (or any date after such payment) the accordance with the terms and conditions of the arrangements. According to the amendments, the Consolidated Company shall provide disclosures that enable users of financial reports to assess the impact of supplier financing arrangements on the Consolidated Company’s liabilities, cash flows, and liquidity risk exposure.

Except for the impact referred to above, the Consolidated Company assesses that other amendments to standards or explanations do not have significant impact on the financial status and performance.

256

  • (III) IFRSs already published by the IASB but not yet recognized or issued into effect by the FSC.

The effective date New promulgation/Amendment/Amended Rules and promulgated by IASB Interpretation (Note 1) IFRS 10 and IAS 28 amendment “Assets sales or To be determined contribution between the investor and the affiliated company or joint venture.” IFRS 17 “Insurance Contracts” Sunday, January 1, 2023 Amendments to IFRS 17 Sunday, January 1, 2023 Amendments to IFRS 17 “Initial Application of IFRS Sunday, January 1, 2023 17 and IFRS 9 – Comparative Information” Amendments to IAS 21 “Lack of Exchangeability” Wednesday, January 1, 2025 (Note 2)

  • 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 amendments are applicable to the annual reporting period that begins after January 1, 2025. The Company will, when applying the amendments for the first time, recognize the effects as retained earnings of the initial applicable date. When the Consolidated Company uses a non-functional currency as the presentation currency, it will affect the exchange difference of foreign operations under equity on the date of initial application.

  • Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate 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

257

definition of 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.

2.

Amendments to IAS 21 “Lack of Exchangeability”

The amendments clearly stipulate that if an enterprise is able to exchange a currency for another through an exchange transaction with enforceable rights and obligations established through a market or exchange mechanism within the time range of normal management delays, the currency is exchangeable. When the currency is not exchangeable on the measurement date, the Consolidated Company shall estimate the spot exchange rate to reflect the exchange rate that would be used by market participants for orderly transactions on the measurement date in consideration of the prevailing economic conditions. Under such circumstances, the Consolidated Company shall disclose information that will enable users of financial reports to assess how the lack of exchangeability of a currency has affected or is expected to affect its operating results, financial position and cash flows.

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.

VI. 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 and IFRS accounting standards by the Financial Supervisory Commission. (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 Consolidated Financial Statement has been duly prepared on the grounds of historical costs.

258

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)

  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.

The Consolidated Company applied the equity method to its invested subsidiaries, affiliated companies or joint ventures when preparing the consolidated financial reports. In order to make the current income, other comprehensive income and equity in the present consolidated financial reports identical with the current income, other comprehensive income and equity attributed to the owner of the Consolidated Company as stated in the consolidated financial reports of the Consolidated Company, the differences between the accounting treatments under the separate and consolidated bases are addressed through adjustment of the “share of other comprehensive income of subsidiaries, associates, and joint ventures under the equity method” and related equity items.

  • (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).

non-current liabilities include:

  1. Liabilities held primarily for the purposes of transactions;

  2. 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

  3. 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

259

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 into non- current assets or non-current liabilities.

(IV) Grounds of consolidation

The present Consolidated financial reports are the financial reports containing 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 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 shall comply with if the Consolidated Company directly disposes of the relevant assets or liabilities.

260

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 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 Company and our foreign operations (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 operations or disposes of some of the equities of the subsidiaries of its foreign operations 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 operations shall be recategorized as gains or losses.

If partial disposal of the subsidiaries of foreign operations does not lead to loss of control, accumulated differences of conversion will be calculated as part of the

261

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.

(VI) Inventory

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

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 produced for testing whether the assets can operate normally before reaching the expected state of use are measured based on the lower of the cost or net realizable value. The sale price and cost are recognized in profit or loss. 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.

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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

  • 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 a straight-line basis The Consolidated 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 uncertain useful years are recognized with the cost less accumulated 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 properties, plants, and equipment, right-of-use assets, investment properties, and intangible assets

The Consolidated 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 existent, the Company estimated the recoverable amount of

263

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.

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) Type 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.

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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 XXVIII 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:

  • 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.

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

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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 comprehensive income

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 of investments, the accumulated gains/losses are transferred to the retained earnings directly without reclassified as gains or losses.

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

266

payment is confirmed, unless such dividends obviously represents the recovery of part of the investment.

(2) Impairment of financial assets and contact assets

At each date of balance sheet, the Consolidated 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.

(3)

The book value of all impairment losses on financial assets were reduced via the allowance account. Derecognition of financial assets

The Consolidated Company only derecognizes financial assets when the rights coming from the contract over cash flows of such assets are expired or financial assets are transferred 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 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.

267

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 reacquired were derecognized and deducted under the equity title. The book value is calculated according to the weighted average based on the types of shares and is calculated separately in accordance with the reasons for the recovery. Acquisition, sale, issuance or cancellation of the Consolidated Company' own equity instruments would not be recognized into profit or loss.

  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 XXVIII 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. Convertible corporate bonds

For the compound financial instruments (convertible corporate bonds) issued by the Consolidated Company, its components are classified as financial liabilities or equity based on the definitions of real

268

and financial liabilities and equity instruments under the terms and conditions of the contracts.

When recognized initially, the fair value of the debt components is estimated based on the market interest rate of similar nonconvertible instruments at that time and measured at amortized cost calculated under the effective interest method prior to the conversion or maturity date. The debt components classified into embedded non-equity derivatives is measured at fair value.

The conversion option classified as equality is equal to the remaining amount of the entire fair value of the compound instruments less the fair value of the debt components determined individually. It is recognized as equity after deduction of the income tax effect and no remeasurement is conducted subsequently. When the conversion option is executed, related debt components and the amount related to the equity are transferred to share capital and capital reserve – issuance premium. If the conversion option of the convertible corporate bond is not executed on the maturity date, the amount recognized in the equity is transferred to capital reserve – issuance premium.

5.

The transaction cost related to issuance of convertible corporate bonds is amortized to the components of the debt (recognized in the book value of liabilities) and equity (recognized in equity) of the instrument concerned based on the amortization proportion of the total amount. 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

269

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 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 departure of products or their arrival 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 resale and borne the

270

obsolescence risk; therefore, the Consolidated Company recognized the income 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 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 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 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

271

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 profit or loss. The lease liabilities are individually expressed in the parent company only balance sheets.

(XV) Costs of loan

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 as 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

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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 as profits and 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. Post-retirement benefits

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.

  1. 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).

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(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. Income tax for the year

The income tax imposed on undistributed earnings calculated as required by the Income Tax Act 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 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.

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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, the Consolidated Company would assume that the book value of the assets was recovered through sale.

The exceptions to the rules for recognition and disclosure of deferred income tax assets and liabilities of the Pillar Two income tax have been applied to the Consolidated Company; therefore, the Consolidated Company neither recognizes the deferred income tax assets and liabilities of the Pillar Two income tax nor discloses relevant information.

3.

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. Critical accounting judgments, estimates and key sources of assumption uncertainty

Where the Consolidated Company adopts accounting policies and the relevant information is found hardly available from other sources, the management must come to relevant judgments, estimates, and assumptions based on historical experiences and other relevant factors. The actual consequences might differ from the estimates.

Major sources of estimates and hypotheses of uncertainty

Estimated impairment of financial assets

The estimated impairment of accounts receivable was based on the Consolidated Company’s assumptions about the probability and loss rate of default. The Consolidated

275

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 XXVIII. If the actual cash flow in the future is less than what the Consolidated Company expects, a material impairment loss may occur as a result.

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, 2023
$ 1,146
7,290,020

449,749
$ 7,740,915
December 31, 2022






$ 1,209
4,665,815
1,306,953
$ 5,973,977

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)
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)
- Conversion option (3.
Note 18)
December 31, 2023
$ 66,949
10,068

2,420
$ 79,437
$ -
-

21,860
$ 21,860
December 31, 2022 December 31, 2022










$ 40,166
-
3,136
$ 43,302
$ 704
4,204
-
$ 4,908

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  • (I) The outstanding forward foreign exchange contracts not under hedge accounting on the balance sheet date are stated as follows:
December 31, 2023
Sold forward foreign
exchange contracts

Sold forward foreign
exchange contracts

Sold forward foreign
exchange contracts

December 31, 2022
Sold forward foreign
exchange contracts

Sold forward foreign
exchange contracts

Sold forward foreign
exchange contracts
Currency type
Sell USD/Buy
CNY
Sell USD/Buy
CNY
Sell USD/Buy
NTD
Sell USD/Buy
NTD
Sell USD/Buy
CNY
Sell USD/Buy
CNY
Maturity date
January 31,
2024–February 29,
2024

January 26,
2024–April 04, 2024

January 02,
2024–March 05, 2024

January 03,
2023–March 09, 2023

January 31, 2023

January 31,
2023–May 26, 2023
Contract amount (NTD
Thousand)
USD 15,000 /CNY
106,818
USD 85,000 /CNY
609,218
USD 40,000 /NTD 1,261,481
USD 40,000 /NTD 1,227,696
USD
6,000 /CNY
43,135
USD 108,000 /CNY
759,938
  • (II) The outstanding FX swaps contracts not under hedge accounting on the balance sheet date are stated as follows:
December 31, 2023
-FX swaps contracts

December 31, 2022
-FX swaps contracts
Currency type
Sell USD/Buy
NTD
Sell USD/Buy
NTD
Maturity date
January 31, 2024
January 31, 2023
Contract amount (NTD
Thousand)
USD 44,000 /NTD 1,361,088
USD 44,000 /NTD 1,347,036

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.

  • (III) Financial liabilities with embedded derivative conversion options are split off by issuing convertible bonds.

VIII. Financial assets measured at amortized cost

December 31, 2023 December 31, 2022

Noncurrent Domestic investment Time deposit whose original maturity date exceeds 3 months $ 56,600 $ 45,100

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As of December 31, 2023 and 2022, the range of interest rates for time deposits whose original maturity date exceeds 3 months were an annual rate of 1.11%–1.25% and 0.86%–1.125%, respectively.

IX. Notes receivable, accounts receivable and other receivables

Notes receivable
Total book value measured at
amortized cost
Less: Allowance losses
Generated from operations
Accounts receivable
Total book value measured at
amortized cost
Less: Allowance losses
Generated from operations
Other receivables
Business tax refund receivable
Accounts receivable from sale of
scraps
Others
December 31, 2023
$ 5,404

-
$ 5,404
$ 10,798,156
(
70,156)
$ 10,728,000
$ 53,829
50,285

6,065
$ 110,179
December 31, 2022 December 31, 2022




(







(



$ 9,424
-
$ 9,424
$ 10,842,198

115,206)
$ 10,726,992
$ 43,861
39,887
4,985
$ 88,733

Notes receivable and accounts receivable

The Consolidated Company’s average credit period for sale of commodities was 180 days. The notes receivable and accounts receivable were 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. The historical experiences showed that most of the notes and accounts receivable have been recovered successfully.

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

278

Consolidated Company’s management held that the Consolidated Company’s credit risks had been 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.

Where any evidence showed that the trading counterparts had severe financial difficulties, and it was impossible for the Consolidated Company to reasonably expect the recoverable amount, e.g. the counterparts were under restructuring and liquidation, the Consolidated Company would write off the related notes and accounts receivable. However, the pursuit of recovery would be continued, and the amount recovered from such pursuit would be recognized as 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, 2023

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%~0.04%
$ 10,621,354


4,619)

$ 10,616,735

(
0%~21.98%
$ 97,482


14,330)

$ 83,152


(
0%~59.2%
$ 39,244


13,057)

$ 26,187

(
76.91%

$ 1,369


1,053)

$ 316
99.23%~100%
$ 38,707

(
37,097)

$ 1,610

(
$ 10,798,156

70,156)
$ 10,728,000

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%~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

279

The information about changes in allowance losses on notes and accounts receivable is stated as follows:

Accounts receivable

Accounts receivable
Balance – beginning of year
Add: Impairment loss provided in
the current period (1)
Less: Reversal of impairment loss
in the current period (1)
Foreign currency exchange
difference
Balance – end of period
2023
$ 115,206
-
(
44,485 )
(
565)
$ 70,156
2022


$ 75,140
39,549
-
517
$ 115,206
  • (1) The net amount of the total book value of accounts receivable overdue for more than 90 days from the beginning of year dropped on December 31, 2023 by NT$26,982 thousand in net and it resulted in a net decrease in allowance losses by NT$26,092 thousand as well. The net amount of the total book value of accounts receivable overdue for more than 90 days increased on December 31, 2022 by NT$28,172 thousand in net and it resulted in a net increase in allowance losses by NT$25,420 thousand.

X. Inventory

Inventory
Finished goods
Work in process
Raw materials & supplies
Inventories in transit
December 31, 2023
$ 2,436,553
2,675,496
816,173

42,163
$ 5,970,385
December 31, 2022






$ 2,462,092
2,334,137
643,342

176,399
$ 5,615,970

The nature of the sales cost is defined as follows:

Cost of inventory sold
Loss on inventory devaluation
Income from sale of scraps and
waste materials
Others
2023
$ 22,960,593
126,051
(
635,287 )
(
131,203)
$ 22,320,154
2022
$ 24,997,437
148,583
(
780,146 )
(
308,898)
$ 24,056,976

XI. Subsidiaries

The subsidiaries included into the consolidated financial reports

The present consolidated financial reports were prepared for the following key entities:

280

Investor Name of subsidiary
Business nature
General investment and
international trade
business
General investment
business
Design, produce and sell
multi-layer printed
circuit boards
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
Percentage of equity held Percentage of equity held Description
December
31, 2023
December
31, 2022
The Company

The Company

The Company

Goldex Holding
Limited

Goldex Holding
Limited

Gold Circuit Enterprise
Limited

Gold Circuit Enterprise
Limited

Gold Circuit
International Limited
Goldex Holding Limited

King Hsiang Investment Co.

GOLD CIRCUIT
ELECTRONICS
(THAILAND) CO., LTD.

Gold Circuit Enterprise Limited
Gold Circuit International
Limited

Changshu Gold Circuit
Electronics Ltd.

Changshu Gold Circuit
Technology Co., Ltd.

Suzhou Gold Circuit Electronics
Ltd.
100.00
99.997
100.00
100.00
100.00
100.00
100.00
100.00
100.00
99.997
-
100.00
100.00
100.00
100.00
100.00
Note 1

Note 1: Thailand Gold Circuit Electronics Ltd. was established by Gold Circuit Electronics Ltd. on May 25, 2023 to meet the business development needs of the Group. As of December 31, 2023, the investment amount was US$20,750 thousand

XII. Property, plant and equipment

Self-use

C ost
alance as of January
1, 2023

ddition
isposition
eclassification
et difference in
foreign exchange

alance as of
December 31, 2023

umulative
depreciation and
impairment
alance as of January
1, 2023

isposition
epreciation
expenditure
et difference in
foreign exchange

alance as of
December 31, 2023

et amount as of
December 31, 2023

ost
alance as of January
1, 2022

ddition
isposition
eclassification
et difference in
foreign exchange

alance as of
December 31, 2022

umulative
depreciation and
impairment
alance as of January
1, 2022

isposition
eclassification
epreciation
expenditure
et difference in
foreign exchange

alance as of
December 31, 2022

et amount as of
December 31, 2022
Own land Building Machinery &
equipment
Transportation
equipment
Office equipment
(
(


(
(



(



(



Other equipment
e
Unfinished
construction and
quipment pending
acceptance
Total













$ 701,186

-
-

356,905
-

$ 1,058,091

$ -

-

-
-

$ -

$ 1,058,091

$ 701,186

-
-
-
-

$ 701,186

$ -

-
-
-
-

$ -

$ 701,186

(
(


(
(








$ 4,409,149

-

111 )
19,064

35,155)

$ 4,392,947

$ 3,433,706


105 )
132,673

28,374)

$ 3,537,900

$ 855,047

$ 4,358,347

-
-

18,626
32,176

$ 4,409,149

$ 3,281,762

-

-

129,955
21,989

$ 3,433,706

$ 975,443

(
(


(
(



(



(
(


$ 13,890,894

-

464,389 )
862,998

154,786)

$ 14,134,717

$ 10,098,052


420,819 )
551,990

119,367)

$ 10,109,856

$ 4,024,861

$ 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

(
(


(
(



(



(



$ 67,668

-

5,717 )
10,255

546)

$ 71,660

$ 44,357


5,266 )
6,505

450)

$ 45,146

$ 26,514

$ 64,272

-

1,668 )
4,605
459

$ 67,668

$ 39,585


1,584 )

-

6,009
347

$ 44,357

$ 23,311

(
(


(
(



(



(
(


$ 144,450
-

9,199 )
18,446

1,337)
$ 152,360
$ 102,392

8,742 )
12,402

1,090)
$ 104,962
$ 47,398
$ 141,875
-

7,721 )
9,094
1,202
$ 144,450
$ 97,549

7,354 )

265 )
11,652
810
$ 102,392
$ 42,058
$ 2,676,870

-

106,276 )
306,326


31,243)

$ 2,845,677

$ 2,063,151


103,862 )
216,299

27,097)

$ 2,148,491

$ 697,186

$ 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


(
(








(






$ 145,878

1,706,696

-

1,615,128 )

1,417)

$ 236,029

$ -


-

-
-

$ -

$ 236,029

$ 218,195

1,475,538

-


1,550,113 )
2,258

$ 145,878

$ -


-

-

-
-

$ -

$ 145,878

(
(
(


(
(



(
(



(
(


$ 22,036,095
1,706,696

585,692 )

41,134 )

224,484)
$ 22,891,481
$ 15,741,658

538,794 )
919,869

176,378)
$ 15,946,355
$ 6,945,126
$ 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
B
A
D
R
N
B
C
B
D
D
N
B
N
C
B
A
D
R
N
B
C
B
D
R
D
N
B
N

281

There was no sign of impairment in 2023. Therefore, the Consolidated Company didn’t recognize impairment loss.

Depreciation expenditure is appropriated in accordance with the straight line method and the useful years illustrated below:

e useful years illustrated below:
Buildings
Main building of plant 11~55 years
Electromechanical & power
equipment 5~20 years
Engineering system 3~25 years
Others 5 years – 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 XXX for the property, plant and equipment for own use 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, 2023
$ 130,565

99,439
$ 230,004
2023
$ 4,398

16,717
$ 21,115
December 31, 2022




$ 137,185
31,554
$ 168,739
2022




$ 4,407
18,947
$ 23,354

Except for the additions and recognition of depreciation expenditure as listed above, no major sublease and impairment of the right-of-use assets of the Consolidated Company occurred in 2023 and 2022.

Please refer to Note XXX for the amount of right-of-use assets offered as collateral of loans.

  • (II) Lease liabilities

December 31, 2023 December 31, 2022 Book value of lease liabilities Current $ 10,438 $ 12,284

282

$ 74,125

$ 3,110

Noncurrent

The range of discount rates for the lease liabilities is stated as following:

Buildings
Machinery & equipment
December 31, 2023
1.68%
1.38%
December 31, 2022
-
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 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 lease agreement
Other lease agreement
Short-term lease expenditure
Low-value asset lease
expenditure
Total amount of cash (outflow)
from lease
2023
$ 3,107
$ 7,456
$ 26,024)
2022


(


(
$ 3,970
$ 11,024
$ 32,719)

283

XIV. Investment property

Investment property
Balance – beginning of year
Profit (loss) from changes in fair
value
Balance – end of period
December 31, 2023
$ 576,200

19,600
$ 595,800
December 31, 2022



(
$ 577,900

1,700)
$ 576,200

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, 2023
$ 595,800
December 31, 2022 December 31, 2022
$ 576,200

The fair values of any investment property amounting to more than NT$300 million on December 31, 2023 and 2022 were appraised by Appraiser Chiu Hsiang-Ling from CCSI Real Estate Joint Appraisers Firm, who held the real estate appraiser qualification in the ROC, 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 cash inflow increased or discount rate declined, the fair value would increase therefor.

Projected future cash inflow
Projected future cash outflow
Projected future cash inflow
Discount rate
December 31, 2023
$ 858,200
262,400
$ 595,800
2.470%
December 31, 2022 December 31, 2022




$ 843,500
267,300
$ 576,200
2.345%

The rent prevailing in the area where the investment property was located was about NT$0.520 thousand per ping, while that for any comparable object on the market was about NT$0.569 thousand–NT$0.588 thousand per ping.

The projected future cash inflow from investment property included rent revenue and deposit interest revenue less loss from idle assets. The rent income was 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 was estimated to be five years. The deposit interest income was estimated based on one-year time deposit interest rate. The loss from idle assets was estimated based on 1.5-month rent income

284

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 was decided based on the two-year time deposit interest rate published by Chunghwa Post Co., Ltd. plus 0.875%.

XV. Other intangible assets

Computer software

December 31, 2023
$ 58,186
December 31, 2022 December 31, 2022
$ 42,539

Except for the amortization expenditure that was recognized, no major additions, disposals, or impairment of other intangible assets of the Consolidated Company occurred in 2023 and 2022. Amortization expense was appropriated on a straight-line basis within 1~5 useful years.

Summarization of amortization expenses by functions:

2023 2022
Operating costs $ 19,561 $ 13,115
Operating expenditure 1,095 593
R&D expense 5,265 2,517
$ 25,921 $ 16,225
XVI. Other assets
December 31, 2023 December 31, 2022
Current
Others $ 3,305 $ 2,934
Noncurrent
Refundable deposit $ 15,410 $ 10,858
XVII. Borrowings
(I) Short-term loans
December 31, 2023 December 31, 2022
Secured loans(Note XXX)
Bank loans $ 86,704 $ 608,641
Unsecured loans
Line of credit loans 130,056 1,579,793
$ 216,760 $ 2,188,434

285

Revolving bank loan interest rate was

  • 2.29%–2.40% and 1.11%–4.48% on December 31, 2023 and 2022, respectively.

  • (III) Long-term loans

Long-term loans
Secured loans(Note XXX)
Mega International
Commercial Bank (1)
KGI Bank (2)
Subtotal
Unsecured loans
Mega International
Commercial Bank (3)
CTBC Bank (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: current portion
Long-term loans
December 31, 2023
$ -

-

-
25,000
-
-
-
1,440,000

-
1,465,000

-
$ 1,465,000
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
  1. Land and buildings were offered as collateral for the secured loans. NT$430,000 thousand of the total loans, NT$900,000 thousand, has been drawn down against a disbursement letter on a revolving basis. The loans are effective from July 8, 2022 to July 8 2025. The loans were already repaid in full earlier in December 2023. As of December 31, 2022, the effective annual interest rate was 1.8%.

  2. Land and buildings were offered as collateral for the secured loans. NT$360,000 thousand of the total loans, NT$500,000 thousand, has been drawn down. The loans are effective from April 30, 2017 to April 30, 2024. The loaning period may be extended to January 26, 2025 before the due date. At the expiration of the 18th, 24th, and 30th months from the extension date, a credit line of NTD 100,000 thousand will be canceled, respectively; all other lines of credit will be canceled at the end of the 36th month. The loans may be drawn down on a revolving basis within three years starting from January 26, 2022, with the interest thereon payable on a monthly basis. The loans are

286

repayable in a lump sum on the due date. The loans were already repaid in full earlier in December 2023. As of December 31, 2022, the effective annual interest rate was 1.849%–1.862%. 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 loans, current portion should stay more than 120% (inclusive).

  1. For credit loans, NT$250,000 thousand of the total loans, NT$1,000,000 thousand, has been drawn down. The loans are effective from November 24, 2023 to November 24, 2030. The interest thereon are payable on a monthly basis. The first installment was counted upon expiration of the 24th month after the date of the first drawdown, and each installment consists of three months. The loans are repayable at the average over nine installments. As of December 31, 2023, the effective annual interest rate was 1.78%

  2. For credit loans, NT$200,000 thousand of the total loans, NT$225,000 thousand, has been drawn down. The loans were effective from November 23, 2021 to November 23, 2023. The loaning period has been extended to July 15, 2024. From 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 due. It was paid off earlier in December 2023. As of December 31, 2022, the effective annual interest rate was 1.69%

  3. The credit loans, totaling NT$300,000 thousand, have been drawn down in full. The loans are effective from July 20, 2022 to June 14, 2024. From 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 due. It was paid off earlier in December 2023. As of December 31, 2022, the effective annual interest rate was 1.561%

  4. NT$100,000 thousand of the total credit loans, NT$300,000 thousand, has been drawn down against a disbursement letter on a revolving basis. The loans are effective from October 14, 2022 to October 14, 2025. The loans were already repaid in full earlier in December 2023. As of December 31, 2022, the effective annual interest rate was 1.7%.

287

  1. The syndicated loans, totaling NT$1,440,000 thousand, have been drawn down in full. The loans are effective from December 20, 2022 to December 20, 2025. The loans were drawn down on a revolving basis within 3 years with the interest thereon payable on a monthly basis. As of December 31, 2023 and 2022, the effective annual interest rate was 2.1247% and 2.0040%, respectively. 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.

  2. The syndicated loans, totaling NT$1,250,000 thousand, have been drawn down in full on a revolving basis. The loans are effective from October 14, 2022 to February 5, 2024. The principal should be repaid in a lump sum on the due date. It was paid off earlier in December 2023. 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 (6).

XVIII. Corporate bonds payable

rporate bonds payable
Domestic unsecured
convertible corporate
bonds – Gold Circuit
Electronics 2
December 31, 2023
$ 3,393,537
December 31, 2022
$ -
  1. Domestic unsecured convertible bonds

On December 5, 2023, the Consolidated Company issued 40 thousand units of second domestic unsecured convertible corporate bonds in Taiwan with a coupon rate of 0% for a period of 5 years. The principal amount was NTD 4,000,000 thousand.

Other terms and conditions of issuance:

  • (1) Conversion period: March 6, 2024 to December 5, 2028.

  • (2) Conversion price: The price is NTD 223.1 per share at the time of issuance. In case the number of the Company’s issued common stocks

288

increases after issuance of the convertible corporate bonds (such as cash capital increase, capital increase from earnings, capital increase from capital reserve, issuance of new shares through a merger or acquisition of shares of another company, stock split, and capital increase for participation in issuance of GDRs), the conversion price shall be adjusted based on the formula specified in the issuance terms. (No conversion was executed as of December 31, 2023.)

  1. Call and put options of bonds:

  2. (1) Call option upon maturity: The principal will be repaid at face value upon maturity of the bonds.

  3. (2) Early execution of call option: During the period from the day next to the end date on which the convertible corporate bond has been issued for three months to the 40th day prior to the expiration of the issue date, if the closing price of the Consolidated Company’s common shares exceeds the current conversion price by more than 30% (inclusive) for thirty consecutive business days, the Consolidated Company may redeem part or all of the bonds at face value. During the period from the day next to the end date on which the convertible corporate bond has been issued for three months to the 40th day prior to the expiration of the issue date, if the balance of the Consolidated Company’s outstanding convertible corporate bonds is less than 10% of the initial total issue price, the Company may redeem the bonds at face value at any time.

  4. The convertible corporate bonds include liabilities and equities, and the latter are stated in equity and presented as capital reserve – stock option. The initially recognized effective interest rate with respect to the liabilities is 3.63%.

  5. The components of liabilities and equities of convertible corporate bonds

  6. are as follows:

are as follows:
Issue price (less a trading cost of NTD 5,080 thousand)
Component of equity (less a trading cost of NTD 1,048
thousand)
Option derivatives
Component of liabilities on the issuance date (less a
trading cost of NTD 4,032 thousand)
Interest calculated at the
effective interest rate
Component of liabilities
December 31, 2023
$ 4,281,160
(
880,452 )
(
15,769)
3,384,939

8,598
$ 3,393,537

289

290

Changes in option derivatives in 2023 are as follows:

Changes in option derivatives in 2023 are as follows:
XIX.
XX.
XXI.
Date of issue
Loss from changes in fair value
Balance – end of period
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
Other liabilities
Others
Noncurrent
Other liabilities
Guarantee deposit received
Provision for liabilities
Current
Sales returns and allowances
December 31, 2023
$ 6,021,443
December 31, 2023
$ 1,251,530
325,213
344,478
426,379
58,659
127,682
8,483
4,124
157,736

407,530
$ 3,111,814
$ 177,874
$ 117,880
December 31, 2023
$ 212,729
2023
$ 15,769

6,091
$ 21,860
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
$ 2,878,042
$ 197,552
$ 105,010
December 31, 2022
$ 252,214

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.

291

XXII. 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 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, 2023
$ 371,901
(282,681)
89,220

-
$ 89,220
December 31, 2022

(


(

$ 340,553
267,452)
73,101
-
$ 73,101

292

The net defined benefit liabilities show the following changes:

Balance as of January 1, 2023

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, 2023

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
$ 340,553


599

5,108


5,707

-

9,051

33,532


42,583

-

(
16,942)

$ 371,901

Present value of
the defined
benefit
obligations
$ 417,249


1,006

2,086


3,092

$ -

(
37,258 )
(
27,946)

(
65,204)

-

(
14,584)

$ 340,553
Fair value of the
planned assets
($ 267,452)

-
(
4,204)

(
4,204)

(
1,393 )
-

-

(
1,393)

(
26,574 )

16,942

($ 282,681)

Fair value of the
planned assets
($ 216,569)

-
(
1,148)

(
1,148)

( $ 16,859 )

-


-

(
16,859)

(
47,460 )

14,584

($ 267,452)
Net defined
benefit
liabilities



(


(

$ 73,101
599
904
1,503

1,393 )
9,051
33,532
41,190

26,574 )
-
$ 89,220
Net defined
benefit
liabilities





(
(
(
(
(
(
(
(


(
(

(



(
(
(
(
(

$ 200,680
1,006
938
1,944
$ 16,859 )

37,258 )
27,946)
82,063)

47,460 )
-
$ 73,101

293

The recognized loss of defined benefit plans by function is summarized below:

Summarization by functions
Operating costs
Promotional expenditure
Operating expenditure
R&D expense
2023
$ 1,050
84
130
239
$ 1,503
2022




$ 1,387
107
165
285
$ 1,944

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, 2023
1.25%
2.000%
December 31, 2022
1.5%
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:

294

Discount rate
Increase by 0.25%
Decrease by 0.25%
Anticipated increase in salaries
Increase by 0.25%
Decrease by 0.25%
December 31, 2023
($ 9,051)
$ 9,384
$ 9,142
($ 8,863)
December 31, 2022 December 31, 2022
(


(
(


(
$ 8,467)
$ 8,791
$ 8,578
$ 8,303)

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, 2023
$ 26,181
9.9 years
December 31, 2022 December 31, 2022
$ 25,688
10.1 years

XXIII. Equity

(I) Share capital
Common 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, 2023

750,000
$ 7,500,000

491,839
$ 4,918,391
December 31, 2022






750,000
$ 7,500,000
491,839
$ 4,918,391

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 enhance the return on shareholders’ equity, the Company’s annual shareholders’ meeting on June 8, 2022 resolved to

reduce the capital, return the share price of NT$546,488 thousand in cash, and revoke 54,649 thousand shares. The capital reduction ratio was 10%. After the capital reduction, the paid-in capital was NT$4,918,391 thousand with 491,839 thousand shares paid-in. The above capital decrease case was approved by the FSC and became effective on July 12, 2022 under Tai-Zheng-Shang-Zhi No. 1111803141. The

295

Board of Directors resolved to set July 15, 2022 as the record date for the capital decrease. The change registration was completed on August 4, 2022. The base date of stock swap upon capital decrease was September 16, 2022.

  • (II) Capital reserve
Capital reserve
December 31, 2023 December 31, 2022
It can be applied for making
losses, cash distribution, or
capitalization(1)
Premium in stock issuance $ 968,615 $ 968,615
Transaction of treasury stocks 115,437 97,407
Corporate bond conversion
premium 141,359 141,359
Coupon rate for release of
corporate bond 11,715 11,715
Donated assets 71 71
Not to be used for any purpose
(2)
Stock options
880,452

-
$ 2,117,649 $ 1,219,167
  • (1) Such capital reserve 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.

  • (2) Such capital reserve is generated upon issuance of convertible corporate bonds, and the adjustment for the subsequent lapse.

  • (III) Retained earnings and dividend policy

The Company’s Articles of Incorporation were amended at the shareholders’ meeting on June 8, 2022. According to the earnings distribution policy under the Articles of Incorporation, 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 shareholder dividend under a motion proposed by the Board subject to the final approval of a general shareholders’ meeting. Please refer to Note XXIV (VIII) “Remuneration to Employees and Directors” for the policy for distribution of remuneration to the employees and directors under the Articles of Incorporation.

296

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 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 2022 and 2021 earnings distribution is as follows:

Legal reserve
Cash dividends
Cash dividend per share (NTD)
2022
$ 463,353
$ 1,721,436
$ 3.5
2021




$ 296,218
$ 1,202,274
$ 2.2

The distribution of the above cash dividends was adopted by the general shareholders’ meetings held on June 14, 2023 and June 8, 2022, respectively.

The Company’s 2023 earnings distribution proposed by the Board of Directors on March 12, 2024 is as follows:

on March 12, 2024 is as follows:
Legal reserve
Cash dividends
Cash dividend per share (NTD)
2023


$ 349,564
$ 1,721,436
$ 3.5

297

(IV) Other equity items

  1. Exchange differences on translation of foreign financial statements
Balance – beginning of
year
Those yielded in the
current period
Translation
differences of
foreign
operations
Other comprehensive
income for current
period
Balance – end of period
2023
( $ 8,435 )
(165,579)
(165,579)
($ 174,014)
2022
( $ 27,260 )

18,825

18,825
($ 8,435)
  1. Unrealized gain/loss on valuation of financial assets at fair value through other comprehensive income
comprehensive income
Balance – beginning of
year
Balance – end of period
2023
$ 10,570)
$ 10,570)
2022
(
(
(
(
$ 10,570)
$ 10,570)
  1. Property revaluation surplus
3.
Property revaluation surplus
2023 2022
Balance – beginning of
year $ 295,781 $ 295,781
Balance – end of period $ 295,781 $ 295,781
Treasury stocks
The stocks of
parent company
held by the
subsidiaries Total (thousand
Causes of Redemption (thousand shares) shares)
Number of shares as of January
1, 2022 5,724 5,724
Decrease in current period ( 573) ( 573)
Number of shares as of
December 31, 2022 5,151 5,151
Number of shares as of January
1, 2023 5,151 5,151
Number of shares as of
December 31, 2023 5,151 5,151
  • (V) Treasury stocks

298

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, 2023
King Hsiang Investment
Co.
December 31, 2022
King Hsiang Investment
Co.
Shares
(thousand)
5,151
5,151
Book value
$ 1,123,000

$ 447,139
Market price


$ 1,123,000
$ 447,139

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.

XXIV. Net profit from continuing operations

  • (I) Other gains and (expenses and losses) - net
Other gains
Other expenses and losses
2023
$ 187,998
151,146)
$ 36,852
2022

(

(
$ 107,611

93,695)
$ 13,916

(II) Interest revenue

terest revenue
Bank deposit
Others
2023
$ 196,348
121
$ 196,469
2022




$ 58,442
4,384
$ 62,826
  • (III) Other revenue
Other revenue
Lease income
Others
2023
$ 11,495
95,728
$ 107,223
2022




$ 11,926
81,682
$ 93,608

299

(III) Other gains and (losses)

(III) Other gains and (losses)
2023
2022
Profit (loss) from financial
assets and financial liabilities
Financial assets and
financial liabilities
mandatorily measured
at fair value through
profit or loss
( $ 189,368 )
( $ 436,596 )
Financial liabilities held
for trading
(
6,091 )
-
Net gain from foreign currency
exchange
109,902
761,549
Loss on disposal of property,
plant and equipment
(
28,716 )
(
34,633 )
Gain (loss) from fair value
adjustment of investment
property
19,600
(
1,700 )
Others
(
9,203)
(
3,118)
($ 103,876)
$ 285,502
(V)
Financial cost
2023
2022
Bank loan interest
$ 107,483
$ 88,928
Interest on corporate bonds
8,598
-
Interest of lease liabilities
391
338
Other interest expenses
3,435
2,021
Less:
The amount of the
cost of assets meeting
requirements
(
1,931)
(
972)
$ 117,976
$ 90,315
The information related to capitalization of interest is stated as following:
2023
2022
Amount of capitalization of
interest
$ 1,931
$ 972
Interest rate of capitalization of
interest
1.92%
1.37%
2022
( $ 436,596 )
-
761,549
(
34,633 )
(
1,700 )
(
3,118)
$ 285,502
2022
$ 972
1.37%

300

(VI) Depreciation and amortization

Depreciation and amortization
Summarization of the
depreciation expenses by
functions
Operating costs
Operating expenses
Summarization of the
amortization expenses by
functions
Operating costs
Operating expenses
2023
$ 820,643
120,341
$ 940,984
$ 19,561
6,360
$ 25,921
2022










$ 743,111
115,046
$ 858,157
$ 13,115
3,110
$ 16,225

(VII) Employee benefit expenses

Employee benefit expenses
Post-retirement benefits (Note
XXII)
Defined contribution plan
Defined benefit plan
Resignation benefits
Other employee benefits
Total of employee benefits
expenses
Summarization by functions
Operating costs
Operating expenses
2023
$ 70,497
1,503
72,000
129
5,681,432
$ 5,753,561
$ 4,294,706
1,458,856
$ 5,753,562
2022












$ 70,056
1,944
72,000
2,131
5,695,964
$ 5,770,095
$ 4,394,789
1,375,306
$ 5,770,095

(VIII) Remuneration to employees and directors

According to the Articles of Incorporation, 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 Board of Directors decided on the 2023 and 2022 remuneration to employees and directors on March 12, 2024 and March 9, 2023, respectively, as follows:

301

Estimated ratio
Remuneration to employees
Remuneration to directors
Amount
Remuneration to employees
Remuneration to directors
2023
6.39%
0.92%
2023
Cash
$ 298,000
$ 43,000
2022
5.96%
0.86%
2022
Cash


$ 334,000
$ 48,000

If there is still change to the value after the date when the annual consolidated 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 remunerations to employees and that to directors decided by the Board of Directors, please visit the Market Observation Post System of Taiwan Stock Exchange.

  • (IX) Profit (loss) from foreign currency exchange
Total profit of exchange in
foreign currencies
Total loss of exchange in
foreign currencies
Net profit (loss)
2023
$ 1,421,389
1,311,487)
$ 109,902
2022

(

(
$ 2,289,365
1,527,816)
$ 761,549

XXV. Income tax of continued operations

  • (I) Income tax recognized in profit or loss

Main components of the income tax expense are as follows:

Income tax for the year
Those incurred for the current
term
Additional tax levied on
undistributed earnings
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
2023
$ 1,411,202
102,492
(
81,570 )

-
1,432,124

257,191

257,191
$ 1,689,315
2022





$ 1,374,441
78,230
29,977
2,988
1,485,636
334,822
334,822
$ 1,820,458

302

The accounting income and income tax expenses are adjusted below:

2023 2022
Net profit before tax from
continuing operation $ 5,217,907 $ 6,388,333
Income tax expenses for net
profit before tax calculated
at the statutory tax rate $ 1,797,888 $ 2,203,789
Expenses and losses which
could not be reduced from
tax 4,217 3,972
Income exempted from income
tax (
3,928 )
-
Additional tax levied on
undistributed earnings 102,492 78,230
Land value increment tax of
investment property 1,325 (
89 )
Reversal of unrecognized
deductible temporary
difference for current period (
108,318 )
(
495,544 )
Unrecognized loss
carryforwards drawn in the
current period (
22,791 )
(
2,865 )
The income tax expenses of
previous year(s) adjusted in
the present year (
81,570 )
29,977
Others - 2,988
The income tax expenses
recognized into profit and/or
loss $ 1,689,315 $ 1,820,458

The Consolidated Company should apply the tax rate 20% applicable to entities

under the ROC 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.

303

  • (II) Income tax recognized into other comprehensive income
Deferred income tax
Those yielded in the current
period
- Translation of foreign
operations
-Defined benefit plan
re-measurement
amount
Income tax recognized into
other comprehensive income
2023
( $ 41,396 )
(
8,238)
($ 49,634 )
2022
( $ 2,109 )

16,413
$ 14,304
  • (III) Deferred income tax assets and liabilities

The deferred income tax assets and liabilities show the following changes:

2023

2023
Deferred income tax assets
Temporary difference
Loss on inventory devaluation
Exchange gains or losses
Financial liabilities 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
$ 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
Recognized
into profit
and/or loss
$ 31,805

18,750
(
982 )

6,147
(
8,190)

-

1,091
(
247 )

13,057

$ 61,431

$ 278,549

7,451
(
3,176 )
(
63 )

1,325

32,308

$ 316,394
Recognized
into other
comprehensiv
e income
$ -

-

-

-

8,238

-

-

-

41,396

$ 49,634

$ -

-

-

-

-

-

$ -
Balance - end
of year








































$ 81,206

25,338

-

28,177

48

4,500

1,531

32,865

113,653
$ 287,318
$ 333,094

7,451

-

-

84,658

229,824
$ 655,027

304

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 liabilities 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
  • (IV) The deductible temporary differences and unused loss credit of the deferred income

tax assets that are not recognized in the consolidated balance sheet

Deductible temporary
differences
Overseas subsidiaries
December 31, 2023
$ 2,660,000
December 31, 2022 December 31, 2022
$ 2,800,000
  • (V) Summarized amount of temporary differences related to investment but not recognized as deferred income tax liabilities

As of December 31, 2023 and 2022, the taxable temporary differences related to the investment in subsidiaries and not recognized as deferred income tax liabilities were NT$4,361,000 thousand and NT$4,028,000 thousand, respectively.

305

(VI) Authorization of income tax

Except for 2020, the tax collection authorities had approved all the profit-seeking enterprise income tax returns of the Company as of 2021. The tax collection authorities have approved all the profit-seeking enterprise income tax returns of King Hsiang Investment Company as of 2021.

XXVI. Earnings per share

Unit: NTD per share

Basic EPS
Diluted earnings per share
2023
$ 7.25
$ 7.22
2022


$ 8.86
$ 8.78

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
Impacts of potential common
stock with diluting effects:
Interest after tax of
convertible corporate bonds
Net profit for calculating the basic
and diluted earnings per share
Number of shares
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
Convertible corporate bonds
The weighted average number of
common shares for calculating
the diluted earnings per share
(EPS)
2023
$ 3,528,592
6,878
$ 3,535,470
2023
486,688
2,020

1,277
489,985






306

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 the 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.

XXVII. 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.

XXVIII. 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 that was close to the fair value thereof. As of December 31, 2023 and 2022, there was no significant difference between the book value and fair value.

307

  • (II) Information on fair value – financial instruments measured at fair value on a recurring basis
1. Fair value hierarchy
December 31, 2023
Financial assets at fair
value through profit or
loss
Derivative financial
instruments

Non-derivative financial
instruments
-TWSE/TPEx-listed
and emerging stocks
Subtotal

Financial liabilities at fair
value through profit or
loss
Derivative financial
instruments

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
Subtotal

Financial liabilities at fair
value through profit or
loss
Derivative financial
instruments
Degree I
$ -

2,420

$ 2,420

$ -

e g r e e I
$ -

3,136

$ 3,136

$ -
Degree II
$ 77,017

-

$ 77,017

$ 21,860

e g r e e I I
$ 40,166

-

$ 40,166

$ 4,908
Total




D




D




T
$ 77,017
2,420
$ 79,437
$ 21,860
o
t
a
l









$ 40,166
3,136
$ 43,302
$ 4,908

There was no transfer between fair value measurements Degree 1 and Degree 2 in 2023 and 2022.

308

  1. Evaluation techniques and an input value of Degree 2 fair value measurement
Categories of financial
instruments
Derivative financial
instruments - Forward
foreign exchange
contracts & FX swaps
contracts
Derivatives – Convertible
corporate bond
conversion option
Evaluation techniques and input values
Discounted cash flow approach: Future cash
flows are estimated based on observable
forward exchange rates and contractual
forward exchange rates, discounted at a rate
that reflects the credit risk of various trading
counterparts.
The binary tree-based convertible bond
valuation model is adopted to estimate the
bond value and the call option value based
on the stock price volatility at the end of the
period, the risk-free interest rate, the risk
discount rate, and the liquidity risk.

(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
Measured at amortized cost
(Note 1)
Financial liabilities
At fair value through profit or
loss
At fair value through
profit or loss
compulsorily
Measured at amortized cost
(Note 2)
December 31, 2023
$ 79,437
18,656,508
21,860
14,326,450
December 31, 2022
$ 43,302
16,855,084
4,908
14,172,023

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 balances included the financial liabilities measured at amortized costs, such as short-term loans, notes and accounts payable, other payables, long-term loans (including those due within a year), long-term notes payable, corporate bonds payable, and guarantee deposits received.

309

(IV) Objectives and policies of financial risk management

The Consolidated Company manages foreign currency exchange rate risk, interest rate risk, equity instrument price risk, credit risk and liquidity risk to reduce the potential adverse effects of market uncertainty on the financial performance of the Company. The Company’s significant financial plans are reviewed by the Audit Committee and/or the Board of Directors in accordance with relevant regulations and internal control systems. The Company strictly abides by relevant financial standards for overall financial risk management and division of authority when executing financial plans.

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.

1. Market risk

The major financial risks incurred by operating activities upon the Consolidated Company included the risk of changes in foreign exchange rate (see (1) below) and risk of changes in interest rate (see (2) below). The Consolidated Company is engaged in various transactions of derivative financial instruments to manage the foreign exchange and interest rate risks to be borne by them, including the hedge against the foreign exchange 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 currency-denominated sales and purchases, which exposed the Consolidated Company the risk of foreign exchange rate changes

310

therefor. About 90.56% of the Consolidated Company’s sales were not denominated in the functional currency adopted by the group entity engaged in the relevant transaction. About 34.41% 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 non-functional currency-denominated monetary items already written off in the consolidated financial statements), please see Note XXXII. 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 of 2% in functional currency against the relevant foreign currency. 2% represents the sensitivity ratio applied by the Consolidated Company when the foreign exchange rate risk is reported to the management within the Group, and also the management’s evaluation on reasonable changes of the foreign exchange rate. The sensitivity analysis included only outstanding foreign currency-denominated monetary items and forward foreign exchange contracts designated to hedge against cash flows, and their translation at the end of the year was adjusted by changes in exchange rates by 2%. The positive figures in the following table indicate the amount decreased for the net profit before tax when NTD against the related currencies appreciates 2%; when NTD against the related currencies depreciates 2%, the effects to the net profit before tax will be negative at the same amount.

Effect of USD 2023 2022 Loss $ 194,691 (i) $ 203,627 (i)

(i) Primarily as a result of the Consolidated Company’s receivables, payables and loans which were denominated in USD and still

311

outstanding on the balance sheet date, without hedging against cash flows.

The Consolidated Company’s sensitivity to exchange rates declined in the current period, primarily as a result of the decrease in the accounts receivable 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 maintains an adequate combination of fixed and floating interest rates to manage the interest rate risk.

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:

date are stated as following:
With fair value interest
rate risk
-Financial
liabilities
With cash flow interest
rate risk
-Financial assets
-Financial
liabilities
December 31, 2023
$ 84,563
7,797,515
1,681,760
December 31, 2022
$ 15,394
6,019,077
5,528,434

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 it reported interest rates to the management, and also the management’s evaluation on reasonable changes of the interest rate.

312

If the interest rate increases/decreases by 50 base points and all the other variables remain unchanged, the Consolidated Company’s pre-tax net profit would increase by NT$30,156 thousand and NT$2,376 thousand in 2023 and 2022, respectively, primarily as a result of the Consolidated Company’s exposure to the risk of changes in interest rates for demand deposits and loans.

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 incur in financial losses due to failure by the counterparts in failure in performance of the obligations and the Consolidated Company’s provision of financial guarantees primarily come from notes the book amount of notes and accounts receivable recognized in the consolidated balance sheet. Operation-related credit risk

The outstanding accounts receivable of the Consolidated Company are mainly from customers around the world, and most of them are not provided as collaterals or credit guarantees. Although the Company has procedures in place to monitor and reduce the credit risk of accounts receivable, there is no guarantee that such procedures can completely prevent the loss caused by the credit risk. Such credit risk will increase when economic conditions deteriorate. As of December 31, 2023 and 2022, the balance of accounts receivable of the top ten customers accounted for 81% and 74% of the balance of the Company’s accounts receivable, respectively; the credit risk concentration of the remaining accounts receivable is relatively insignificant.

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.

3.

Liquidity risk

The Consolidated Company managed and maintained sufficient cash and cash equivalent to support the Group’s business operations and minimize the

313

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) “Facility” for the Consolidated Company’s unused facility.

(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 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, 2023

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


$ 2,097,977
1,168
-
-
$ 2,099,145



$ 3,150,786

2,342
-
-
$ 3,153,128



$ 2,425,135

6,928
216,761
-
$ 2,648,824



$ 196,919

32,548
-
1,445,556
$ 1,675,023



$ -

41,577
-
19,444
$ 61,021

The other information about lease liabilities maturity analysis is stated as following:

stated as following: lowing:
Less than 1
year
1

Lease liabilities$ 10,438
$ December 31, 2022
Repayment on
demand or less
than 1 months
Less than 1
year
1
year~5
years
5 years~10
years
10 years~15
years
15 years~20
years
$

314

Liabilities without interest $ 759,650 $ 4,065,705 $ 1,986,029 $ 537,736 $ - Lease liabilities 1,472 2,951 7,861 3,110 - Floating interest rate instruments 573,597 607,770 1,007,067 - - Fixed interest rate instruments - - - 3,340,000 - $ 1,334,719 $ 4,676,426 $ 3,000,957 $ 3,880,846 $ -

The other information about lease liabilities maturity analysis is stated as following:

Less than 1 1 year~5 5 years~10 10 years~15 15 years~20 Over 20 year years years years years years Lease liabilities $ 12,284 $ 3,110 $ - $ - $ - $ -

(2) Facility December 31, 2023 December 31, 2022 Unsecured bank overdraft (to be reviewed annually) - Already drawn down $ 1,595,056 $ 4,129,795 - Not yet drawn down 9,844,718 6,715,144 $ 11,439,774 $ 10,844,939 Secured bank overdraft - Already drawn down $ 86,704 $ 1,398,641 - Not yet drawn down 264,566 1,561,692 $ 351,270 $ 2,960,333

XXIX. Transactions with related parties

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.

315

Remuneration to the management

Remuneration to the management
Short-term employee benefits
Post-employment benefits
2023
$ 87,941
1,510
$ 89,451
2022




$ 90,911
1,512
$ 92,423

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:

XXX. 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, 2023
$ 648,300
420,426

60,747
$ 1,129,473
December 31, 2022 December 31, 2022




$ 648,300
545,072
117,300
$ 1,310,672

XXXI. Material contingencies

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
USD
EUR
December 31, 2023
$ 296
33,900
894
December 31, 2022
$ 29
9,740
177

XXXII. Information on financial assets and liabilities in foreign currencies with significant

impact

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:

316

December 31, 2023

Foreign currency
assets
Monetary items
USD

USD
USD
RMB
Euro
Euro
JPY
THB
Foreign currency
liabilities
Monetary items
USD
USD
RMB
Euro
Euro
JPY
JPY
Foreign
currency
$ 386,371
204,329
8,812
2,726
1,470
2,235
36,000
2
267,188
6,476
366
2,424
510
33,900
36,000
Exchange rate
30.705 (USD:NTD)

6.9646 (USD:CNY)
34.223 (USD:THB)

4.335 (CNY:NTD)

33.98 (EUR:NTD)

7.423 (EUR:RMB)
0.2173 (JPY:NTD)
0.9017 (THB:NTD)


30.705 (USD:NTD)
6.9646 (USD:CNY)

4.335 (CNY:NTD)

33.98 (EUR:NTD)
7.4229 (EUR:RMB)
0.2173 (JPY:NTD)
0.0524 (JPY:CNY)

Book value




$ 11,863,522
6,273,922
270,572
11,795
49,951
75,979
7,823
2
$ 18,553,566
8,204,008
198,846
1,584
82,368
17,330
7,366
7,823
$ 8,519,325

December 31, 2022

Foreign currency
assets
Monetary items
USD

USD
RMB
Euro
Euro
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:RMB)
0.2324 (JPY:NTD)

Book value


$ 12,751,130
7,820,639
15,485
29,023
63,935
14,967
$ 20,695,179

317

December 31, 2022

Foreign currency
liabilities
Monetary items
USD
USD
RMB
Euro
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

XXXIII. Disclosures in the Notes

  • (I) Information related to material transactions and (II) information related to reinvested enterprises:

  • Lending of funds to others: Attachment 7

  • Endorsement and guarantee to others: Attachment 1.

  • Marketable securities – end (exclusive of investments in subsidiaries, affiliates, and joint ventures): Attachment 2 and 8.

  • Cumulative amount of the same marketable security purchased or sold reaching NT$300 million or more than 20% of the paid-in capital: Attachment 3.

  • Acquisition amount of real estate reaching NT$300 million or more than 20% of the paid-in capital: Attachment 9.

  • Amount on disposal of real estate reaching NT$300 million or more than 20% of the paid-in capital: None.

  • Purchase/sale amount of transactions with related parties reaching NT$100 million or more than 20% of the paid-in capital: Attachment 4 and 10.

  • Accounts receivable from related party reaching NT$100 million or more than 20% of the paid-in capital: Attachment 5 and 11.

  • Transactions of derivatives: Note VII.

  • Information on investees: Attachment 6.

  • Others: Amount of the business relationship and major transactions between parent company and subsidiaries and among subsidiaries: Attachment 14.

318

  • (III) Information on investment in Mainland China

  • 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 12.

  • Major transactions and their values, payment terms, unrealized profits or losses that have incurred directly or indirectly through a third region with the investees in Mainland China: Attachment 13.

  • Direct, or indirect, via a third area, endorsement, guarantee or provision of collateral made with the investees in the Mainland China: Attachment 1.

  • Direct, or indirect, via an enterprise in a third area, financing with the investees in the Mainland China: Attachment 7.

  • Other transactions that produce material effects on the income or financial status in the current period: None.

  • (IV) Information of major shareholders: Names and shareholding quantities and ratios of shareholders that hold at least 5% of the equity: Attachment 15.

XXXIV. Segment information

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.

319

GOLD CIRCUIT ELECTRONICS LTD. and its subsidiaries

Endorsement and guarantee made for others

January 1 to December 31, 2023

Attachment 1

Unit: NTD thousand, USD thousand, CNY thousand and EUR thousand

No. Endorsed/
guaranteed by
Counterpart Counterpart Limits of
endorsement
and guarantee to
a single
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/
guarantee
secured by
property
Accumulated
amount of
endorsement
and guarantee
as a percentage
in the net
worth of the
financial
statements in
the most recent
period (%)


Maximum limits
of endorsement
and guarantee
(Note 2)

Endorsement/
guarantee
provided by
the Company
to the
subsidiary
(Note 3)
Endorsements/
guarantees
provided by
subsidiaries to
parent
company
(Note 3)
Endorsement/g
uarantee in
Mainland
China
(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.
Subsidiary wholly
invested by the
Company directly
Company wholly
invested via a
subsidiary
indirectly
Company wholly
invested via a
subsidiary
indirectly
Company wholly
invested via a
subsidiary
indirectly
Company wholly
invested via a
subsidiary
indirectly
$ 11,365,320
11,365,320
11,365,320
11,365,320
11,365,320
11,365,320
$ 707,020
( USD 23,000 )

173,550
( EUR
5,000 )

259,400
( USD
8,000 )

648,500
( USD 20,000 )

609,600
( USD 20,000 )

245,920
( USD
8,000 )


$ 644,805
( USD 21,000 )


101,940
( EUR
3,000 )


245,640
( USD
8,000 )


614,100
( USD 20,000 )


-
( USD
- )


-
( USD
- )


$ -
( USD
- )


-
( EUR
- )


-
( USD
- )


-
( USD
- )


-
( USD
- )


-
( USD
- )


$ -


-


-


-


-


-

4.26%

0.67%

1.62%

4.05%

-

-
$ 22,730,641
22,730,641
22,730,641
22,730,641
22,730,641
22,730,641

Y

Y

Y

Y
Y

Y
N
N
N
N
N
N
N
N
N
N
Y
Y

Note 1: The aggregate amount of the endorsements/guarantees provided by the Company to a single enterprise shall not exceed 75% of the Company’s net value in the current period. The maximum of the endorsements/guarantees made on December 31, 2023 was equivalent to 75% of the Company’s most recent financial statements audited or certified by the CPA (for Q3 of 2023).

Note 2: The aggregate amount of the endorsements/guarantees made by the Company outward shall not exceed 150% of the Company’s net value in the current period. The maximum of the endorsements/guarantees made on December 31, 2023 was equivalent to 75% of the Company’s most recent financial statements audited or certified by the CPA (for Q3 of 2023).

  • 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.

320

GOLD CIRCUIT ELECTRONICS LTD. and its subsidiaries

Marketable securities held – end of year

December 31, 2023

Attachment 2

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.
Gold Circuit Electronics
(Thailand) Co., Ltd.
Goldex Holding Limited


Subsidiary
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
Long-term equity investment
under equity method
267,857
1,000,000
19,999,400
20,750,000
181,910,000






$ -
-
$ -
$ 58,658

651,691
9,462,754
$ 10,173,103
1.984
10.290
99.997
100.000
100.000





$ -
-
$ -
$ 58,658
651,691
9,462,754
$ 10,173,103

321

Gold Circuit Electronics Ltd. and its Subsidiaries

Cumulative amount of the same marketable securities purchased or sold reaching NT$300 million or more than 20% of the paid-in capital

2023

2023 2023
Attachment 3 Unit: NTD thousand, unless otherwise specified
Buying/selling
company
Type and name
(Note 1)
Account title Trading
counterpart
(Note 2)
Affiliation
(Note 2)
Beginning of period Buy (Note 3) Sale (Note 3) End of period
Number of
shares
Amount Number of
shares
Amount Number of
shares
Selling price Book cost Disposal gain
or loss
Number of
shares
Amount
GOLD CIRCUIT
ELECTRONIC
S LTD.
Gold Circuit
Electronics (Thailand)
Co., Ltd
Investments under
equity method
- - 20,750,000 $ 667,644 20,750,000 $ 667,644

Note 1: Securities mentioned in this table refer to stocks, bonds, beneficiary certificates and marketable securities derived from the above items.

Note 2: Investors whose securities are accounted using the equity method are required to complete these two fields, and the remainder can be left blank. Note 3: The cumulative amount of purchases and sales shall be separately calculated according to the market price to determine whether it reaches NTD 300 million or 20% of the paid-in capital.

Note 4: Paid-in capital refers to that of the parent company. In the case of an issuer whose shares have no par value or a par value other than NT$10 per share, the requirement of 20% of paid-in capital for transaction amount shall be calculated based on 10% of the equity attributable to the owners of the parent company on the balance sheet.

322

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, 2023

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.
Changshu Gold
Circuit
Electronics Ltd.
Changshu Gold
Circuit
Technology Co.,
Ltd.
Suzhou Gold
Circuit
Electronics Ltd.
Company wholly
invested via a
subsidiary indirectly
Company wholly
invested via a
subsidiary indirectly
Company wholly
invested via a
subsidiary indirectly
Company wholly
invested via a
subsidiary indirectly

Purchase

Purchase

Purchase

Sales
$ 10,121,772

4,941,611

1,789,945
(
201,732 )

43

21

8
(
1 )
O/A 3 months
O/A 4 months
O/A 3 months
O/A 3 months
-
-
-
-



( $ 3,905,447 )
(
1,420,663 )
(
314,617 )
65,286
(
49 )
(
18 )
(
4 )

1

323

GOLD CIRCUIT ELECTRONICS LTD. and its subsidiaries

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

December 31, 2023

Attachment 5

Attachment 5 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
Amounts received
in subsequent
period - related
party
Allowance loss
Amount Accounting
treatment
GOLD CIRCUIT
ELECTRONICS LTD.
Suzhou Gold Circuit
Electronics Ltd.
Company wholly invested via a
subsidiary indirectly
Accounts
receivable
$ 65,286
Other receivables
59,097
2.90
-
$ -
-

$ 21,264
31,593
$ -
-

Note 12: The days sales outstanding are not calculated for other receivables from related parties.

324

Unit: NTD thousand

GOLD CIRCUIT ELECTRONICS LTD. and its subsidiaries

Information related to the reinvested companies… such as names and locations.

January 1 to December 31, 2023

Table 6

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.
Goldex Holding Limited
Gold Circuit Electronics
(Thailand) Co., Ltd.
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
No. 664/25 Pracharat Bamphen Rd.,
Sam Saen Nok, Huai Khwang,
Bangkok, 10310, Thailand
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
General investment business

Design, produce and sell
multi-layer printed circuit
boards

$ 199,994
5,822,733
667,644
3,239,310
2,383,429
3,239,310
959,724
980,105
$ 199,994
6,116,948
-
3,239,310
2,670,554
3,239,310
959,724
980,105
19,999,400
181,910,000
20,750,000
98,000,000
83,010,000
98,000,000
30,010,000
33,000,000
99.997
100.000
100.000
100.000
100.000
100.000
100.000
100.000
$ 58,658
9,462,754
651,691
6,551,040
3,104,559
6,710,069
3,573,768
(
566,002 )
$ 692,609

2,828,412

1,787

1,970,722

866,209

1,978,397

716,234

144,845
( $ 1,282 )

2,814,780

1,787

1,964,013

859,286
1,971,688

705,681

148,475
(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. recognized in the current period, NT$1,282 thousand, includes the investment gain recognized under equity method, NT$692,588 thousand, the reversal of the financial asset valuation profit derived by Gold Circuit Investment for holding the Company’s stocks under the “Accounting Principles for Management of Treasury Stocks,” NT$18,030 thousand, and the dividend revenue received from the Company, NT$18,030 thousand.

325

GOLD CIRCUIT ELECTRONICS LTD. and its subsidiaries

Fund loaned by investees to others

January 1 to December 31, 2023

Attachment 7

Unit: NT$ thousand, USD thousand, and CNY thousand

No. Loaner Debtor Whether a
related party
or not
Transaction
items
Maximum balance
for the current
period
Balance – end of
period
Amount actually
disbursed
Interest rate
interval
(Note 3)
Nature of
lending of
funds
(Note 1)
Amount Reasons for
short-term
financing
Allowance for
doubtful accounts
Collateral Collateral Limit of loan to
each borrower
(Note 2)
Limit of total
lending
(Note 2)
Title Value
1
2
2
2
2
2
Goldex Holding
Limited
Gold Circuit
Enterprise
Limited
Changshu Gold
Circuit
Electronics Ltd.
Changshu Gold
Circuit
Electronics Ltd.
Suzhou Gold Circuit
Electronics Ltd.
Suzhou Gold Circuit
Electronics Ltd.
Gold Circuit International
Limited
Gold Circuit International
Limited
Changshu Gold Circuit
Technology Co., Ltd.
Changshu Gold Circuit
Technology Co., Ltd.

Changshu Gold Circuit
Technology Co., Ltd.

Changshu Gold Circuit
Technology Co., Ltd.
Y
Y
Y
Y
Y
Y
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables

$ 95,580
( USD
3,000)

97,275
( USD
3,000)

889,000
( CNY 200,000)

243,188
( USD
7,500)

818,070
( CNY 185,000)

809,640
( USD
26,000)
$ 85,974
( USD
2,800)
92,115
( USD
3,000)
865,400
( CNY 200,000)
230,288
( USD
7,500)
800,495
( CNY 185,000)
-
( USD
-)
$ 85,974
( USD
2,800)
92,115
( USD
3,000)
865,400
( CNY 200,000)
211,343
( USD
6,883)
800,495
( CNY 185,000)
-
( USD
-)
4.000%~5.000%
4.000%~5.000%
1.500%~3.550%
0.800%~4.200%
2.700%~3.500%
1.500%~5.100%
(2)
(2)
(2)
(2)
(2)
(2)
$ -
-
84,595
84,595
150,505
150,505
Working capital
Working capital
Working capital
Working capital
Working capital
Working capital
$ -

-

-

-

-

-





$ -
-
-
-
-
-
$ 26,975,323

9,155,016

5,391,014

5,391,014

9,110,276

9,110,276
$ 26,975,323
9,155,016
5,391,014
5,391,014
9,110,276
9,110,276

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 limit of funds lent to a single borrower and aggregate amount of the fund loaned to others by a reinvested company (except Goldex Holding Limited and Gold Circuit Enterprise Limited) shall not exceed 150% of the reinvested company’s net value in its most recent

financial statements audited or certified by the CPA (for Q3 of 2023). The limit of fund loaned to a single borrower and aggregate amount of the fund loaned 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 2023).

The limit of fund loaned to a single borrower and aggregate amount of the fund loaned to others by any reinvested company in Mainland China shall not exceed 150% of the reinvested company’s net value in its most recent financial statements audited or certified by the CPA (for Q3 of 2023).

Note 3: The interest rate interval for the funds lent in 2023

326

GOLD CIRCUIT ELECTRONICS LTD. and its subsidiaries

Marketable securities held by investees - end of period

December 31, 2023

Table 8

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.

Stock
LEE CHI ENTERPRISE CO.,
LTD.
GOLD CIRCUIT ELECTRONICS
LTD.


The parent company in
which King Hsiang
Investment Co. 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


$ 2,420
1,123,000
$ 1,125,420
0.068
1.047


$ 2,420
1,123,000
$ 1,125,420

327

Gold Circuit Electronics Ltd. and its Subsidiaries

Acquisition amount of real estate reaching NT$300 million or more than 20% of the paid-in capital

2023

Attachment 9

Unit: NTD thousand, unless otherwise specified

Real estate
acquiring
company
Property name Date of
occurrence
Transaction
currency/
amount
Payment status Trading
counterpart
Affiliation If the trading counterparty is a related party, the
information of the previous transfer
If the trading counterparty is a related party, the
information of the previous transfer
If the trading counterparty is a related party, the
information of the previous transfer
If the trading counterparty is a related party, the
information of the previous transfer
Reference for
price
determination
Purpose of
acquisition and
use status

Other
agreements
Owner Relationship
with
issuer
Date of
transfer
Amount
Gold Circuit
Electronics
(Thailand)Co.,
Ltd.
Land 11/14/2023 THB
NT$392,294
thousand
All repaid in full. IPP IP 7
COMPANY
LIMITED
Non-related
party
N/A N/A N/A N/A Professional land
appraisal report
Development
of new
business

Note 1: If the acquired assets are subject to appraisal according to the regulations, the appraisal result shall be indicated in the “Reference for price determination” column.

  • Note 2: Paid-in capital refers to that of the parent company. In the case of an issuer whose shares have no par value or a par value other than NT$10 per share, the requirement of 20% of paid-in capital for transaction amount shall be calculated based on 10% of the equity attributable to the owners of the parent company on the balance sheet.

  • Note 3: The date of occurrence refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, date of resolution of the board of directors, or other dates based on which the counterparty and amount of the transaction, whichever date is earlier, can be determined.

328

GOLD CIRCUIT ELECTRONICS LTD. and its subsidiaries

Purchase/sale amount of transactions of reinvested companies with related parties reaching NT$100 million or more than 20% of the paid-in capital

January 1 to December 31, 2023

Attachment 10

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.
Changshu Gold
Circuit
Electronics Ltd.
Changshu Gold
Circuit
Technology Co.,
Ltd.
Changshu Gold
Circuit
Electronics Ltd.
Suzhou Gold
Circuit
Electronics Ltd.
Changshu Gold
Circuit
Technology Co.,
Ltd.
GOLD CIRCUIT
ELECTRONICS
LTD.
GOLD CIRCUIT
ELECTRONICS
LTD.
GOLD CIRCUIT
ELECTRONICS
LTD.
Suzhou Gold Circuit
Electronics Ltd.
GOLD CIRCUIT
ELECTRONICS
LTD.
Suzhou Gold Circuit
Electronics Ltd.
Ultimate parent
company
Ultimate parent
company
Ultimate parent
company
Associate
Ultimate parent
company
Associate
Sales
Sales
Sales
Sales
Purchase
Sales
( $ 10,121,772 )
(
4,941,611 )
(
1,789,945 )
(
630,566 )

201,732
(
150,505 )

(
93 )

(
86 )

(
85 )

(
11 )

4

(
7 )
O/A 3 months
O/A 4 months
O/A 3 months
O/A 4 months
O/A 4 months
O/A 4 months
-
-
-
-
-
-





$ 3,905,447
1,420,663
314,617
378,329
(
65,286 )
58,878

91

76

67

20

(
2 )

13

329

GOLD CIRCUIT ELECTRONICS LTD. and its subsidiaries

Receivable of the investee from related parties reaching NT$100 million or more than 20% of the paid-in capital

December 31, 2023

Attachment 11

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.
Suzhou Gold Circuit Electronics
Ltd.
Changshu Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Electronics Ltd.
Suzhou Gold Circuit Electronics
Ltd.
Changshu Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Electronics Ltd.
GOLD CIRCUIT
ELECTRONICS LTD.
GOLD CIRCUIT
ELECTRONICS LTD.
GOLD CIRCUIT
ELECTRONICS LTD.
Changshu Gold Circuit
Technology Co., Ltd.
Suzhou Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Technology Co., Ltd.
Changshu Gold Circuit
Technology Co., Ltd.
Suzhou Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Technology Co., Ltd.
Ultimate parent company
Ultimate parent company
Ultimate parent company
Affiliated enterprise
Affiliated enterprise
Affiliated enterprise
Affiliated enterprise
Affiliated enterprise
Affiliated enterprise
Accounts
receivable
$ 3,905,447
Accounts
receivable
1,420,663
Accounts
receivable
314,617
Accounts
receivable
76
Accounts
receivable
378,329
Accounts
receivable
2,979
Other receivables
812,117
Other receivables
1,070
Other receivables
1,105,547
2.44
3.86
7.17
1.77
1.77
1.98
-
-
-
$ -
-
-
-
-
-
-
-
-








$ 1,597,060
899,309
314,617
50
139,547
2,161
-
444
217,793
$ -
-
-
-
-
-
-
-
-

Note 12: The days sales outstanding are not calculated for other receivables from related parties.

330

GOLD CIRCUIT ELECTRONICS LTD. and its subsidiaries

Information about investment in Mainland China

January 1 to December 31, 2023

Attachment 12

Unit: NTD thousand/USD thousand

Name of invested company in
China
Principal business Principal business Paid-in capital Investment
method
(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
$ 1,978,397
716,234
144,845
100
100
100
2.(2)
$ 1,971,688
2.(2)
705,681
2.(2)
148,475
$ 6,710,069
3,573,768
(
566,002 )
$ 627,583
252,915

-
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
$ 4,943,812
USD
161,010
$ -

Note 1: The modes of investment are classified into the following four types:

  1. Investments 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 been 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 which cooperates 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.

331

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, 2023

Attachment 13

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)
Unrealized loss
(gain)
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
via a subsidiary indirectly

Company wholly invested
via a subsidiary indirectly

Company wholly invested
via a subsidiary indirectly
Purchase
Sales
Purchase
Sales
Purchase
Sales
$ 10,121,772
201,732
4,941,611
41,561
1,789,945
29,710
$ 10,121,772
201,732
4,941,611
41,561
1,789,945
29,710
Regular
Regular
Regular
Regular
Regular
Regular
Similar
Similar
Similar
Similar
Similar
Similar
( $ 3,905,447 )
65,286
(
1,420,663 )
15,060
(
314,617 )
11
( 91 )
1
( 76 )
-
( 67 )
-
( $ 6,709 )
(
10,553 )
3,630

332

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, 2023

Attachment 14

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
revenue or total
assets (%)
(Note 3)
0
1
2
GOLD CIRCUIT
ELECTRONICS LTD.
Goldex Holding Limited
Gold Circuit Enterprise
Limited
King Hsiang Investment Co.
Goldex Holding Limited
Suzhou Gold Circuit Electronics
Ltd.
Changshu Gold Circuit
Electronics Ltd.
Changshu Gold Circuit
Technology Co., Ltd.
Gold Circuit International
Limited
Gold Circuit International
Limited
1
1
1
1
1
3
3
Other revenue
Other payables
Accounts receivable
Other receivables
Accounts payable
Sales revenue
Cost of goods sold
Other revenue
Accounts receivable
Accounts payable
Sales revenue
Cost of goods sold
Accounts receivable
Other receivables
Accounts payable
Sales revenue
Cost of goods sold
Interest receivable
Other receivables
Other payables
Interest revenue
Interest receivable
Other receivables
Interest revenue
$ 24
10,566
65,286
59,097
3,905,447
201,732
10,121,772
123
15,060
1,420,663
41,561
4,941,611
11
948
314,617
29,710
1,789,945
131
85,974
10,566
3,971
141
92,115
3,700
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
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
-
-
-
-
12
1
34
-
-
4
-
16
-
-
1
-
6
-
-
-
-
-
-
-

(To be continued)

333

(Continued)

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)
3
4
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.
3
3
3
Accounts receivable
Other receivables
Accounts payable
Other payables
Sales revenue
Cost of goods sold
Interest receivable
Interest revenue
Accounts receivable
Other receivables
Accounts payable
Other payables
Sales revenue
Cost of goods sold
Accounts receivable
Accounts payable
Other receivables
Other payables
Interest receivable
Sales revenue
Cost of goods sold
Interest revenue
$ 76
802,014
58,878
1,324
3,359
150,505
10,103
21,433
6,770
9,454
378,329
1,070
63,679
630,566
2,979
7
1,078,383
34,207
27,164
5,474
84,595
35,850
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
Equivalent to those applicable to a non-related party
-
2
-
-
-
1
-
-
-
-
1
-
-
2
-
-
3
-
-
-
-
-

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:

  1. 0 is for the Parent Company.

  2. Subsidiaries are numbered from number 1.

Note 2: The relationship with the trader is classified into three categories as follows:

  1. Parent Company to subsidiaries.

  2. Subsidiaries to Parent Company.

3. 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.

334

GOLD CIRCUIT ELECTRONICS LTD. and its subsidiaries

Information of Major Shareholders

December 31, 2023

Attachment 15

Name of major shareholder Shares Shares
Number of shares held
(share)

Shareholding ratio
Chang-Chi Yang
The labor pension reserve fund was fully
authorized to Nomura Investment Account for
the first time in 2022.
Jui-Ching Li
96,622,217
35,601,320
27,651,870
19.64%
7.23%
5.62%
  • VI. Financial Difficulties Encountered by the Company and Its Affiliates over Past Year up to the Date the Annual Report Was Printed

335

SEVEN. Discussion and Analysis of Financial Standing and Financial Performance and Risks

I. Analysis and comparison of financial position

Unit: NTD thousand

Unit: NTD thousand Unit: NTD thousand
Year
Item
2022 2023 Deviation
Amount
Current assets 22,726,472
24,912,799

2,186,327

9.62%
non-current assets 7,314,126
8,188,444

874,318

11.95%
Total assets 30,040,598
33,101,243

3,060,645

10.19%
Current liabilities 11,856,726
10,475,329

(1,381,397)

(11.65%)
Non-current liabilities 3,859,854
5,794,789

1,934,935

50.13%
Total liabilities 15,716,580
16,270,118

553,538

3.52%
Capital stock 4,918,391
4,918,391

0

0.00%
Additionalpaid-in capital 1,219,167
2,117,649

898,482

73.70%
Retained earnings 8,002,438
9,776,642

1,774,204

22.17%
Other equityitems 184,022
18,443

(165,579)

(89.98%)
Total shareholders’ equity 14,324,018
16,831,125

2,507,107

17.50%
Analysis of increase and decrease:
1.
Increase in non-current liabilities: Mainly due to issuance of convertible bonds and
recognition of corporate bonds payable
2.
Increase in capital reserve: Mainly due to issuance of convertible corporate bonds
recognized of capital reserve.
3.
Increase in retained earnings: Mainly due to profit in 2023.
4.
Decrease in other equity items: Mainly due to the translation difference in the
financial statements of foreign operations.

II. Review and analysis of financial performance and risk issues

(II) Review of financial performance

Unit: NTD thousand Unit: NTD thousand
Year
Item
2022 2023 Deviation
Amount
Net operatingrevenue 32,785,064
30,043,950

(2,741,114)

(8.36%)
Operatingcost 24,056,976
22,320,154

(1,736,822)

(7.22%)
Grossprofit 8,728,088
7,723,796

(1,004,292)

(11.51%)
Operatingexpenses 2,705,292
2,624,581

(80,711)

(2.98%)
Other gains and losses 13,916
36,852

22,936

164.82%

336

Year
Item
2022 2023 Deviation Deviation
Amount
Net operating profit 6,036,712
5,136,067

(900,645)

(14.92%)
Non-operating income and
expenditure

351,621

81,840

(269,781)

(76.72%)
Net profit before tax from
continuingoperations

6,388,333

5,217,907

(1,170,426)

(18.32%)
Continuing
operation
net
profit for theyear

4,567,875

3,528,592

(1,039,283)

(22.75%)
Other
comprehensive
income

84,475

(198,531)

(283,006)

(335.02%)
Total comprehensive income
for currentyear

4,652,350

3,330,061

(1,322,289)

(28.42%)
Analysis of increase and decrease:
1.
Increase in other gains and losses: Mainly due to the increase in other gains.
2.
Decrease in non-operating revenue and expense: Mainly due to the decrease in foreign
exchange gains or losses.
3.
Decrease in continuing operation net profit for the year and comprehensive income:
Mainly due to decrease in revenue for current period
4.
Decrease in other comprehensive income: Mainly due to the exchange difference of
translation in the financial statements and the difference in the remeasurement of
defined benefitplans.

(II) Analysis of changes in gross profit:

It was 25.71% this year and 26.62% last year, with the percentage of change of 3.42%; the change was less than 20%.

(III) Expected sales volume (consolidated)

Year Unit 2023 2024
Sales volume SQFT 16,589,259
19,741,218

337

III. Cash flow analysis

(I) Liquidity analysis for the last two years (consolidated)

Year
Item
December 31,
2022
December 31,
2023
Percentage of
increase
(decrease) (%)
Cash flow ratio 37.48%
50.76%

35%
Net cash flow adequacyratio
125.65%

135.51%

8%
Cash flow reinvestment ratio
9.60%

9.38%

-2%
Analysis of percentage of increase and decrease:
Increase in cash flow ratio: Mainlydue to issuance of convertible bonds.

(II)Analysis of cash liquidity in the coming year (consolidated)

Unit: NTD thousand

Cash balance
at the
beginning of
the period
Estimated
annual net
cash flow
from
operating
activities
Estimated
annual cash
outflow
Estimated
amount of cash
surplus
(deficit)
+ -
Remedial measures for
estimated cash deficit
Remedial measures for
estimated cash deficit
Investment
plan

Financing
plan
7,740,915
5,738,543

7,273,820

6,205,638
1,774,325

The data above is a financial budget that has not been reviewed by a CPA.

IV. Impact of major capital expenditures on financial operations in the last year

Unit: NTD thousand

Unit: NTD thousand Unit: NTD thousand
Item Actual or expected
Sources of funds

Actual or expected
completion date
(As of 2022)

Total funds
required
Actual utilization of funds
2022 2023
Production
equipment


Self-owned funds
and bank loans
Completed 1,362,645 1,362,645
Production
equipment

Self-owned funds
and bank loans
Completed 1,664,437 1,664,437
  • V. The most recent investment policy, the main reason for profit or loss thereof, improvement plan, and investment plan for the coming year

  • (I) The most recent investment policy

The Company’s investment policy is mainly to expand production capacity in consideration of the Company’s long-term development, instead of engaging in

338

investment in other businesses. The long-term investment strategy focuses on enhancing the core competitiveness of our business, strengthening technical capabilities, and satisfying overall customer services.

  • (II) The main reasons for the profit or loss of investment in the last year

Unit: NTD thousand

Unit: NTD thousand
Investment item Investment
income in the
lastyear
Description
King Hsiang Investment (1,282) Investee, mainly due to the estimated
income tax loss.
Goldex Holding Limited 2,814,780 Recognized gains/losses on
investment in the investee, mainly
due to profits earned by all the three
factories in Mainland China.
Gold Circuit Electronics
(Thailand) Co., Ltd.
1,787 Subsidiary, under construction and
not yet production-to-order, mainly
due to exchange income.

(III) Investment plan for the coming year

The Company will continue to invest in the subsidiary in Thailand in the next year to meet the needs of customers’ orders.

VI. Matters to be analyzed and evaluated in risk management

  • (I) The impact of recent annual interest rate, changes in exchange rates, and inflation on the Company’s losses and future countermeasures.

The main risks of the Company’s operating activities arise from the risk of changes in foreign currency exchange rates and the risk of changes in interest rates.

Exchange rate risk

Several subsidiaries of the Company engaged in foreign currency-denominated sales and purchases, which exposed the Company the risk of foreign exchange rate changes therefor. About 98.25% of the Company Company’s sales were not denominated in the functional currency. About 41.74% 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.

339

For the book value of the Company’s non-functional currency-denominated monetary assets and liabilities, and the value of the Company’s monetary liabilities, on the balance sheet date.

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 Company. The Company maintains an adequate combination of fixed and floating interest rates to manage the interest rate risk.

Operation-related credit risk

The outstanding accounts receivable of the Company are mainly from customers around the world, and most of them are not provided as collaterals or credit guarantees. Although the Company has procedures in place to monitor and reduce the credit risk of accounts receivable, there is no guarantee that such procedures can completely prevent the loss caused by the credit risk. Such credit risk will increase when economic conditions deteriorate. As of December 31, 2023 and 2022, the balance of accounts receivable of the top ten customers accounted for 81% and 74% of the balance of the Company’s accounts receivable, respectively; the credit risk concentration of the remaining accounts receivable is relatively insignificant.

  • (II) The policy, main reasons for profit or loss, and future countermeasures for high-risk and high-leverage investments, loans to others, endorsements/guarantee provided, and derivatives trading in the last year.

The Company did not engage in high-risk and high-leverage investments in 2023. The Company’s wholly owned sub-subsidiaries Suzhou Gold Circuit and Changshu Gold Circuit engaged in loans to external entities, totaling NT$0. The Company’s wholly owned subsidiaries Gold Circuit International Limited, Goldex Holding Limited, Gold Circuit Enterprise, Suzhou Gold Circuit, Changshu Gold Circuit, and Changshu Gold Circuit Co., Ltd. engaged in endorsements/guarantees provided, totaling NT$2,643,990 thousand. Therefore, said transactions have been handled in accordance with the Company’s Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees. In addition, the trading in derivative financial products by the Company are for the purpose of hedging risks arising from exchange rate changes, rather than for trading or speculative operations.

340

(III) Future R&D plans and estimated R&D expenses:

Unit: NTD thousand

Item Amount
1 Development of cross-shaped slot vertical conduction
technology
25,000
2 Development of high-end HDI deep skip via technology and
equipment rank HDI
120,000
3 Development of high-densitywafer test board technology 35,000
4 Development of the technology for high aspect ratio 30 with a
micro bore diameter of 0.15mm
30,000
5 Development of material applications and technologies for
next-generation servers
25,000
6 Development of multiple net via technology 10,000
7 Development of the technology for heterogeneously bond
sinteredpaste
35,000
8 Development of 800G network communication board
technologyand research on electricalproperty
25,000
9 Development of air gap technology for low-orbit satellites and
ground receivers
10,000
10 Development of ladder board thinning technology for HDI
product applications
20,000
11 Development of asymmetric sequential technology 20,000
12 Development of technology for local electroplating and fine
circuits(VIPPO design)
20,000
Total amount 375,000
  • (IV) The impact of material political and legal changes at home and abroad in recent years on the Company’s financial business and countermeasures: None

  • (V) The impact of recent technological changes (including cyber security risk and industry changes) on the Company’s financial business and countermeasures: To respond to technological and industry changes and keep abreast of changes in the market, the Company obtains industry information through exhibitions, the Internet, industries, trading, and conferences held by unions, while improving R&D technology and tapping into its strong competitive advantages to expand its business and keep abreast of the industry information accurately and to create better performance in the future. Respective information security management requirements of the Company have to be based on applicable governmental laws and regulations (such as the Criminal Code,

341

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 the establishment and promotion of the information security system. The Organization periodically implements information security education and training to promote information security policies and related implementation regulations.

  • (VI) The impact of the changes in corporate image in recent years on corporate crisis management and countermeasures: The Company has a positive corporate image and continues to expand its business actively, and there is no relevant negative media report on the Company.

  • (VII) The expected benefits, potential risks, and countermeasures in respect of any merger and acquisition (M&A): From the beginning of 2023 to the publication date of the annual report, the Company had not engaged in any M&A.

  • (VIII) The expected benefits, potential risks, and countermeasures in respect of plant expansion: From the beginning of 2023 to the publication date of the annual report, the benefits of the Company’s plant expansion and purchase of machinery and equipment to increase production capacity were aligned in with its expectations.

  • (IX) Risks arising from customer and supplier concentration and countermeasures: The Company purchases raw materials from different suppliers as much as possible to ensure that the supply of raw materials is sufficient for mass production and to reduce the risk of supplier concentration. It continues to seek other purchase methods to reduce the risk of supplier concentration.

  • (X) The impact of the massive transfer or replacement of shares by directors, supervisors, or major shareholders holding more than 10% of the shares on the Company, risks thereof, and countermeasures: The Company’s directors and supervisors hold a certain percentage of shares stably, and since the stock was listed on Taiwan Stock Exchange in 1998, there have been no major changes in shareholdings and pledges. The Company’s operations are simple with the focus on its core business, and there has never been a massive transfer of shares.

  • (XI) The impact, risks, and countermeasures of the changes in the management rights on the Company: The Company’s directors and supervisors hold a certain percentage of shares stably, and the collaboration between major shareholders is smooth, and there is no risk arising from changes in the management rights.

342

  • (XII) For major litigation and non-litigious proceedings, any major litigation, non-litigious, or administrative disputes finalized or pending in court, in which the Company and its directors, supervisors, president, de facto persons in charge, major shareholders holding more than 10% of the shares, and affiliated companies have been involved, shall be specified. Where the outcome thereof may have a significant impact on shareholders’ equity or securities prices, the facts in dispute, the amount of the matter concerned, the start date of the litigation, the major parties involved, and the handling situation as of the publication date of the annual report shall be disclosed: From the beginning of 2023 to the publication date of the annual report, the Company had not involved in major litigation or non-litigious proceedings.

(XIII) Information security risks Potential risks and countermeasures:

In addition to the cyber attack risk in the Company and the group, inadequate information security awareness and knowledge, malicious software, viruses, spyware, and other information threats that will lead to abnormal or interrupted operation of the core information systems, as well as data theft and malicious damage are all information security risk factors that affect the Company’s normal operations. Therefore, for information security, the Company’s information security management system adopts the circular operation model of PDCA. In addition to specifying the information security policy as the highest guide, an information security management organization is established and at least one internal audit and one external audit (third-party verification unit) are arranged every year. Information security meetings are held monthly by information security representatives to review the Company’s existing information security practices and formulate improvement plans. A description of potential risks in the Company’s operations and countermeasures are provided below.

I. Enhance employees’ awareness of information security

As the data, information, and systems handled by internal employees are directly related to the Company’s operations, malware may be downloaded or the Company’s systems may be infected with malware due to carelessness, which may in turn affect the Company’s internal information security. Therefore, the Company enhances various hosts and protection measures, as well as occasionally makes internal announcements and conducts various information security drills in response to current information security attack methods with higher risks, to strengthen employees’ information security awareness.

343

II. Virus and malware threats

The sources of computer viruses may be the websites visited, e-mails containing malware, portable storage devices, and malware downloads. Therefore, the Company has established multi-layer defense and inspection mechanism, and equipped internal computers with anti-virus systems, and managed and controlled portable storage devices, while adopting a central control model for monitoring and protection so as to reduce the risk of malware infection and attacks.

III. Cyber attacks

Internet hacking will have the most direct impact on business operations. Therefore, the Company has developed necessary protective measures, including important network segmentation and access control, firewall, and intrusion detection; meanwhile, it conducts vulnerability detection and penetration tests for important hosts on a regular or irregular basis, and reviews the information security vulnerability reporting mechanism and repair work regularly, to minimize the chance for the vulnerabilities to be compromised.

IV. Operational interruption

For major operating services and data, the Company has placed important hosts in remote server rooms, and conducts on-site/off-site backups daily, and performs restoration drills regularly. In the event of major damage to or interruption of operating systems or databases, their operations can be resumed based on the schedules for different services.

From the beginning of 2023 to the publication date of the annual report, the Company has taken appropriate countermeasures to respond in a timely manner (e.g. analysis of sources of malicious email, blocking by firewall, virus detection, virus scanning, and system reinstallation), except for continuous attacks from malicious email, and there were no material information security incidents affecting the Company’s operations throughout the year.

(XIV) Other important risks and countermeasures: From the beginning of 2023 to the publication date of the annual report, the Company has not faced other material risks.

VII. Other important matters: None

344

Eight. Special Records

  • I. Information of affiliated enterprises:

  • (I) Organization chart of affiliated enterprises

Gold Circuit Electronics Ltd.

==> picture [404 x 280] intentionally omitted <==

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

99.997% 100.00% 100.00%
King Gold Circuit
Hsiang Goldex Holding Electronics
Investmen Limited (Thailand) Co.,
t Co., Ltd. Ltd.
100.00%
100.00%
Gold Circuit Gold Circuit
International Enterprise
Limited Limited
100.00% 100.00%
100.00%
Changshu Gold
Suzhou Gold Changshu Gold
Circuit
Circuit Circuit
Technology Co.,
Electronics Ltd. Electronics Ltd.
Ltd.
----- End of picture text -----

345

(II) Basic information of each affiliated enterprise (compilation base date December 31, 2023)

Company
Name
Date of
establishme
nt
Address Paid-in capital Main business or
production items
Controlling
company
Ltd.
Gold Circuit
Electronics
Ltd.
September
5, 1981
No. 113, Xiyuan
Road, Zhongli City
NT$4,918,391
thousand
Manufacturing,
processing and
trading of printed
circuit boards
Affiliated
company
Ltd.
King Hsiang
Investment
Co., Ltd.
July 24,
1998
No. 149--1,
Zhongzheng Road,
Tamsui District, New
TaipeiCity
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$181,910
thousand
General
investment
business
Gold Circuit
Enterprise
Limited
December
31, 2006
Portcullis Chambers ,
P.O.Box 1225, Apia,
Samoa
US$83,010
thousand
General
investment
business
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$33,000
thousand
Manufacturing,
processing and
trading of printed
circuit boards
Gold Circuit
Electronics
(Thailand)
Co., Ltd.
5.25.2023 No. 664/25 Pracharat
Bamphen Rd., Sam
Saen Nok, Huai
Khwang, Bangkok,
10310,Thailand
US$20,750
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.

346

(V) Information of directors, supervisors and presidents of all affiliated companies:

Unit: share; % December 31, 2023

Company Name Job title Name or
representative
Number of
shares
Shareholding
ratio
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
Goldex Holding Limited Chairman Chen-Tse Yang
Gold Circuit Enterprise
Limited
Chairman Chen-Tse Yang
Suzhou Gold Circuit
Electronics Ltd.
Chairman Chen-Tse Yang Note
Director Chang-Chih
Yang
Director Chen-Jung
Yang
Changshu Gold Circuit
Electronics Ltd.
Chairman Chen-Tse Yang Note
Director Chang-Chih
Yang
Director Chen-Jung
Yang
Changshu Gold Circuit
Technology Co., Ltd.
Chairman Chen-Tse Yang Note
Director Chang-Chih
Yang
Director Chen-Jung
Yang
Gold Circuit Electronics
(Thailand) Co., Ltd.
Executive
Director
Chen-Tse Yang
Executive
Director
Chang-Chin
Yang

Note: It is a limited company with no shares

347

(VI) Operation status of each affiliated enterprise (compilation base date December 31, 2023)

Unit: NTD thousand Unit: NTD thousand Unit: NTD thousand Unit: NTD thousand Unit: NTD thousand Unit: NTD thousand Unit: NTD thousand Unit: NTD thousand
Company Name Capital Total assets Total
liabilities
Net worth Operating
income
Operating
gain
(loss)
Current
profit and
loss
(after tax )
Earnings
per
share
(after
tax )
Gold Circuit Electronics
Ltd.
4,918,391 33,204,887 16,373,762 16,831,125 29,428,588
1,511,294

3,528,592

7.25
King Hsiang Investment
Co., Ltd.
200,000
1,182,778

1,119

1,181,659

0

(182)

692,609

3.46
Gold Circuit
International Limited
3,239,310
6,729,401

178,361

6,551,040

0

1,970,722

1,970,722

20.01
Goldex Holding Limited 5,822,733
9,760,329

10,566

9,749,763

0

2,828,412

2,828,412

15.45
Gold Circuit Enterprise
Limited
2,383,429
3,670,561

566,002

3,104,559

0

866,209

866,209

10.34
Suzhou Gold Circuit
Electronics Ltd.
3,239,310 10,471,990
3,761,921

6,710,069
10,845,548
2,582,064

1,978,397

Note
Changshu Gold Circuit
Electronics Ltd.
959,724
5,440,424

1,866,655

3,573,768

5,722,283

854,245

716,234

Note
Changshu Gold Circuit
Technology Co., Ltd.
980,105
1,902,791

2,468,793

(566,002)

334,918

211,555

144,845

Note
Gold Circuit Electronics
(Thailand) Co., Ltd.
667,644
652,008

317

651,691

0

830

1,787

0.10

Note: It is a limited company with no shares

348

  • (I) Consolidated business report and consolidated financial statements of affiliated

enterprises:

Companies that are to be included in the compiled Consolidated Financial Statement of Affiliates for 2023 (from January 1, 2023 to December 31, 2023) in accordance with the Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliates are identical to those that are to be compiled in the Consolidated Statement of Parent Company and Subsidiaries as per Statement of Financial Accounting Standards No. 7 and all the information that is to be disclosed in the Consolidated Financial Statement of Affiliates has been disclosed in the Consolidated Statement of Parent Company and Subsidiaries. Therefore, the Consolidated Financial Statement 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.

349

  • 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; %

==> picture [478 x 113] intentionally omitted <==

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

Amount of
the
Number of Number of Number of shares and Amount of
The Company’s
Name of Date of shares shares Investment amount held as of the Pledge the
Paid-in Sources of Company's endorsemen
subsidiary acquisition or acquired disposed of profit and end of the year or the setting Company's
(Note 1) capital funds shareholdin disposal and amount and amount loss publication date of the situation ts and loans to
g ratio (Note 2) (Note 2) annual report (note 3) guarantees subsidiaries
for
subsidiaries
King Hsiang
Private 5,151,375 shares
Investment 200,000 99.997% 2023 - - (1,282) None. None.
capital NT$58,658 thousand [None ]
Co., Ltd.
----- End of picture text -----

  • 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 Clarification: 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.

350

GOLD CIRCUIT ELECTRONICS LTD.

Chairman Chen-Tse Yang

351