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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
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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
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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 |
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| 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 -------------------------------------- |
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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%) |
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| 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
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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
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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. |
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| 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. |
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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
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| 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.
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| 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. |
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| 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. |
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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 |
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| 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% | 無 |
| 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
-
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.
-
(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. |
-
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:
-
(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.
-
(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
-
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.
-
In case of material and special issues related to the Company’s finances and business, the CPAs will report to the Audit Committee immediately
-
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.
-
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.
- 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
- 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.
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(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.
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(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.
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(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.
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(2) Information of Nomination Committee members: The Company has not yet established a nomination committee
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(3) Information on the operation of the Remuneration Committee
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I. There are three members of the Company’s Remuneration Committee.
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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 |
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- (4) Information of Nomination Committee members and its operation status: The Company has not yet established a nomination committee
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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 |
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|---|---|---|---|---|
| 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 |
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| 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 |
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| Promotion item | Implementation status | Deviations from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and reasons thereof |
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|---|---|---|---|---|
| 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. |
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| 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 |
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| 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 |
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|---|---|---|---|---|---|---|---|---|
| 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. |
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| (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 |
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| (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 |
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| Year | 2021 | 2022 | 2023 | |||||
| Scope 1 | 45,303 | 39,330 | 41,100 | |||||
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| 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 |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 |
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| 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): |
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| 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 |
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| Promotion item | Implementation status | Deviations from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and reasons thereof |
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|---|---|---|---|---|---|
| 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) |
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| (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 |
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| 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 |
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| 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, |
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| 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. |
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| 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% |
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| 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.) |
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| 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 |
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| 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 |
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| Training year |
Class title | Participant | Training hours |
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| 2022 | RBA (EICC) Code of Conduct |
All employees |
2239 hours/2239 employees |
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| 2022 | Orientation for new recruits (RBA/trade secrets/ information security) |
New recruits |
831 hours/831 employees |
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| (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 |
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| (III) Does the Company |
Yes | To ensure employees’ health and safety,the | No |
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| 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 |
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| 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 |
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| 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: |
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| 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 |
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| 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 |
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| 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 |
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- 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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. |
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| 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
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-
The matters below shall be disclosed for implementation status of the internal control system:
-
(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
-
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.
-
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. |
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| 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 |
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| 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. |
-
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.
-
Summary of the resignation and dismissal of relevant persons of the Company:
-
(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 % |
95
- 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.
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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.
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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.
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The Company intends to appropriate NT$298,000,000 as remuneration to employees and NT$43,000,000 as remuneration to directors for 2023.
-
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.
-
(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.
-
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 |
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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.
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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. |
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FIVE. Operational Overview
-
I. Scope of Operation:
-
(I) Scope of business
-
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.
-
-
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% |
-
Current products of the Company and new products planned to be developed:
-
(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.
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-
(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.
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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
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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:
- 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 |
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| 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
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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.
-
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
-
-
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
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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
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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.
- 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
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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 |
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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 -----
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(IV) Major suppliers and customers in the last two years:
- 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.
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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.
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- (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 |
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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:
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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
- 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) 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.
- (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.
- (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.
-
(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.
-
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.
- 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.
-
Assure the confidentiality, integrity, availability and legality of all information and assets collected, processed and utilized.
-
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:
- 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.
-
Operating performance
-
(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).
-
(2) Average collection days = 365 / Receivables turnover.
-
(3) Inventory turnover = Cost of sales / Average inventory.
-
(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).
-
(5) Average turnover days = 365 / Inventory turnover rate.
-
(6) Property, plant and equipment turnover = Net sales / Average net property, plant and equipment.
-
(7) Total assets turnover = Net sales / Average total assets.
-
Profitability
-
(1) Return on assets = [Profit or loss after tax + interest expense x (1 - tax rate)] / Average total assets.
-
(2) Return on equity = Profit or loss after tax / average total equity.
-
(3) Profit margin = Profit or loss after tax / Net sales.
-
(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)
-
Cash flow
-
(1) Cash flow ratio = Net cash flow from operating activities / current liabilities.
-
(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
-
(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)
-
Leverage
-
(1) Operating leverage = (Net operating revenue - Variable operating costs and expenses) / Operating income (Note 6). (Note 5)
-
(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:
-
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.
-
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.
-
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.
-
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:
-
The net cash flow from operating activities means the net cash inflow from operating activities on the cash flow statement.
-
Capital expenditure refers to the cash outflow from capital investment every year.
-
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.
-
Cash dividends include cash dividends on ordinary shares and preference shares.
-
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:
- 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.
-
Operating performance
-
(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).
-
(2) Average collection days = 365 / Receivables turnover.
-
(3) Inventory turnover = Cost of sales / Average inventory.
-
(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).
-
(5) Average turnover days = 365 / Inventory turnover rate.
-
(6) Property, plant and equipment turnover = Net sales / Average net property, plant and equipment.
-
(7) Total assets turnover = Net sales / Average total assets.
-
Profitability
-
(1) Return on assets = [Profit or loss after tax + interest expense x (1 - tax rate)] / Average total assets.
-
(2) Return on equity = Profit or loss after tax / average total equity.
-
(3) Profit margin = Profit or loss after tax / Net sales.
-
(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)
-
Cash flow
-
(1) Cash flow ratio = Net cash flow from operating activities / current liabilities.
-
(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
-
(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)
-
Leverage
-
(1) Operating leverage = (Net operating revenue - Variable operating costs and expenses) / Operating income (Note 6). (Note 5)
-
(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:
-
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.
-
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.
-
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.
-
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:
-
The net cash flow from operating activities means the net cash inflow from operating activities on the cash flow statement.
-
Capital expenditure refers to the cash outflow from capital investment every year.
-
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.
-
Cash dividends include cash dividends on ordinary shares and preference shares.
-
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
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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:
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Understand and test the design and effectiveness of execution of the major internal control for recognition of revenue of the Company.
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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:
- 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
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omissions, misrepresentations or the override of internal control.
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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.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
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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.
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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.
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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.
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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
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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
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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)
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(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
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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 |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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) |
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| 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
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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)
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(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 |
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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
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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 |
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| 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.
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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.
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Note 3: Partial exemption from disclosure requirements is applied upon first application of these amendments.
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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.
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- 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)
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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.
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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.
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Amendments to IFRS 10 and IAS 28”Sale or Contribution of Assets between an Investor and its Associate or Joint Venture”
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The amendment provides that if the Company sells or contributes assets to
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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:
-
Degree 1 input value: refers to the quotation of the same asset or liability in an active market as of the evaluation (before adjustment)
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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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- 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;
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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:
-
Liabilities held primarily for the purposes of transactions;
-
The liabilities to be liquidated upon due within 12 months after the balance sheet date (those with long-term refinancing or payment term rearrangement completed from the balance sheet date to the financial reports approved and published date are also classified as current liabilities), and
-
Liabilities that cannot be with the liquidation date deferred unconditionally for at least 12 months after the balance sheet date; Where the liabilities might be paid off at the discretion of the other party through the tools of the issuance equity, the classification would remain unaffected.
Those not as aforementioned current assets or current liabilities are classified 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
158
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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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 |
|---|---|---|---|
| $ - - $ - |
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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 |
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| 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
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| 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 |
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(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.
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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.
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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% |
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(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
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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 |
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| 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 |
-
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%.
-
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
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expense, financial costs (interest expenses), depreciation expenses and amortization expenses in the Long-term loans, current portion should stay more than 120% (inclusive).
-
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%.
-
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%
-
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%
-
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%.
-
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.
-
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
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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:
-
Conversion period: March 6, 2024 to December 5, 2028.
-
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.)
-
(II) Call and put options of bonds:
-
Call option upon maturity: The principal will be repaid at face value upon maturity of the bonds.
-
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 |
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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:
-
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.
-
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.
-
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
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| 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) |
- 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) |
- 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
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| 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% |
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(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
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| 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
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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.
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(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
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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 |
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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.
- 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.
- 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 |
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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
-
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.
-
(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 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:
-
Investments in Mainland China companies through remittance from a third area.
-
To invest in Mainland China companies through a company invested and established in a third area.
-
To invest in Mainland China companies through reinvesting in an existing company in a third area.
-
Other ways, ex: discretionary investment contract
Note 2: For the field of investment gain/loss recognized in the current period:
-
Please mark out if there has been no investment gain or loss yet because the investment is still under planning.
-
The basis of recognition of investment gain/loss is classified into following three types, which should be marked out.
-
(1) Financial statements reviewed and approved by an international CPA firm which cooperates with a CPA firm of the ROC.
-
(2) Financial statements audited by the CPAs of the parent company in Taiwan.
-
(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 無 無 |
||
| 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:
-
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.
-
A company whose stocks are already listed on TWSE or trade in TPEx shall also disclose the following information:
-
(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”).
-
(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:
-
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.
-
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.
-
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.
-
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:
-
Understand and test the design and effectiveness of execution of the major internal control for recognition of revenue of the Company.
-
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:
-
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.
-
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.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
-
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.
-
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.
-
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) |
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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.
- 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.
- 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.
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The evaluation of fair value could be classified into Degree 1 to Degree 3 by the observable intensity and importance of related input value:
-
Degree 1 input value: refers to the quotation of the same asset or liability in an active market as of the evaluation (before adjustment)
-
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.
-
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:
-
Liabilities held primarily for the purposes of transactions;
-
The liabilities to be liquidated upon due within 12 months after the balance sheet date (those with long-term refinancing or payment term rearrangement completed from the balance sheet date to the financial reports approved and published date are also classified as current liabilities), and
-
Liabilities that cannot be with the liquidation date deferred unconditionally for at least 12 months after the balance sheet date; Where the liabilities might be
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
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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.
- 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
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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.
- 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
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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.
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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.
-
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 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.
- 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
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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
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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
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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.
- 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.
- 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
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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
- Short-term employee benefits
Short-term employee benefits related liabilities are the non-discounted amount prepaid in exchange for employee services.
- 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.
- 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.
- 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.
- 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
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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
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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 |
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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:
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| 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 |
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| B A D R N B C |
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| B D D N B N C |
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| B A D R N B C |
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| B D R D N B N |
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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
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$ 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) |
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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
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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 |
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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 |
-
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%.
-
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
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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).
-
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%
-
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%
-
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%
-
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
-
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.
-
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 | |
| $ - |
- 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.)
-
Call and put options of bonds:
-
(1) Call option upon maturity: The principal will be repaid at face value upon maturity of the bonds.
-
(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.
-
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 |
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 |
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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 |
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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”:
-
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.
-
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.
-
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
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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.
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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 |
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(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) |
- 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) |
- 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
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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 |
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(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% |
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(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:
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| 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 |
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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.
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- (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 |
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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.
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(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 |
||
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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.
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- (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.
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- 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.
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(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.
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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
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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:
-
Investments in Mainland China companies through remittance from a third area.
-
To invest in Mainland China companies through a company invested and established in a third area.
-
To invest in Mainland China companies through reinvesting in an existing company in a third area.
-
Other ways, ex: discretionary investment contract
Note 2: For the field of investment gain/loss recognized in the current period:
-
Please mark out if there has been no investment gain or loss yet because the investment is still under planning.
-
The basis of recognition of investment gain/loss is classified into following three types, which should be marked out.
-
(1) Financial statements reviewed and approved by an international CPA firm which cooperates with a CPA firm of the ROC.
-
(2) Financial statements audited by the CPAs of the parent company in Taiwan.
-
(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:
-
0 is for the Parent Company.
-
Subsidiaries are numbered from number 1.
Note 2: The relationship with the trader is classified into three categories as follows:
-
Parent Company to subsidiaries.
-
Subsidiaries to Parent Company.
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; %
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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.
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-
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