Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Gemtek Technology Co., Ltd. AGM Information 2023

Sep 20, 2023

52434_rns_2023-09-20_dde023d5-41c8-49af-9f99-2f9b6cbff92d.pdf

AGM Information

Open in viewer

Opens in your device viewer

Gemtek Technology Co., Ltd. 2023 Annual Shareholders’ Meeting Minutes

Time: 9:00 a.m. on Monday, May 29, 2023 Place: Chung Hwa Park Recreation Center Conference Room (located at No.79, Ln. 1, Dazhi Rd., Hukou Township, Hsinchu County, Taiwan R.O.C.)

Shareholders Present: The total number of shares represented by shareholders attending the meeting in person or by proxy is 219,669,905 shares (including the 52,808,005 shares represented by shareholders exercising voting rights via electronic methods), accounting for 55.68% of the total number of issued shares, 394,474,477 shares, of the Company

Directors Present: Chairman of the Board of Directors – Hong Wen Chen

、 、 Cheng-ren Yang Jong-hui Hsu

、 Zhu-san Wang Chih-Yang Chang Chairman of CSX MATERIAL CO., LTD.- Luo, Wen Yi

General Manager – Rong Chang Li

CFO – Chih Hong Lin

CPA –Alice H. Fang ( Deloitte & Touch)

Chairman: Hong Wen Chen (Chairman of the Board of Directors) Minutes Taker: Chih Hong Lin

I. Meeting Called to Order: The aggregate shareholding of the shareholders present in person or by proxy constitutes a quorum. The Chairman calls the shareholders’ meeting to order.

II.Chairman’s Address: (Omitted)

III. Management Presentations - Reports on Company Affairs

Report No. 1

2022 Business Reports

Explanation:

The 2022 Business Report is attached as Attachment A.

Report No. 2

Audit Committee’s Review Report on the 2022 Financial Statements

Explanation:

The 2022 Audit Committee’s Review Report is attached as Attachment B.

Report No. 3

To report 2022 employees’ compensation and remuneration of board of directors.

Explanation

  • (1) According to the Articles of Incorporation Article 20, the Company shall, after deducting the employee bonuses and renumeration benefits of directors from the current year's pre-tax benefits, allocate 13.5% for employee profit sharing bonuses and 1.8% for the renumeration benefits of directors.

  • (2) The 2022 distribution of employee bonuses and renumeration benefits of directors was approved by the Company’s Remuneration Committee. The Company shall allocate NT$123,628,868 to employee profit sharing bonuses; and NT$16,483,849 to the renumeration benefits of directors, all of which, are issued in cash.

  • (3) There are no significant differences between the estimatation and exact amount of employee profit sharing bonuses and renumeration benefits of directors paid for the year 2022.

IV. Proposed Resolutions

Proposal No. 1 Proposed by the Board

Ratification of the 2022 Business Report and Financial Statements.

Explanation:

  • (1) The 2022 Financial Statements of Gemtek Technology Co., Ltd., including the balance sheet, income statement, statement of changes in shareholders’ equity, and statement of cash flows were audited by independent auditors of Deloitte and Touche Taiwan. The 2022 Business Report and 2022 Financial Statements have been approved by the Board and inspected by the Audit Committee of Gemtek Technology Co., Ltd.

  • (2) The 2022 Business Report, Independent Auditors’ Review Report, and the above-mentioned Financial Statements are attached in Attachment [A&C].

Resolution:

The voting result of this item is as follows:

Shares represented at the time of voting: 214,832,389

Voting Results % of the total
represented shares
present
Votes in favor: 197,685,743
(including votes casted electronically: 135,661,359)
92.01%
Votes against: 135,735
(including votes casted electronically: 135,735)
0.06%
Votes invalid: 0 0%
Votes abstained: 17,010,911
(including votes casted electronically: 17,010,911)
7.91%

Proposal No. 2 Proposed by the Board

Ratification of the proposal for distribution of 2022 profits.

Explanation:

  • (1) The Board has adopted the Proposal for Distribution of 2022 Profits in accordance with the Company Act and Articles of Incorporation.

  • (2) The proposed aggregate amount of cash dividends is NT$591,711,716; each common shareholder shall be entitled to receive a cash dividend of NT$1.5 per share. Upon the approval of the Annual Meeting of Shareholders, it is proposed that the Board of Directors be authorized to resolve the ex-dividend date, ex-rights date, and other relevant issues. Cash dividends shall be distributed only to the minimal extent of the smallest integer. Any fractional amounts rendered below NT$1 shall be transferred to the Employee Benefits Committee.

  • (3) In the event that the proposed profit distribution plan is affected by the buyback of the Company’s common stock, transfer, conversion or cancellation of the treasury shares, the exercise of the employee stock options or the conversion of convertible bonds, it is proposed that the Board of Directors be fully authorized by the Shareholder’s Meeting to adjust the dividend ratio and handle relevant matters accordingly.

  • (4) 2022 Profit Distribution Table is attached in Attachment [D]

Resolution:

The voting result of this item is as follows:

Shares represented at the time of voting: 214,832,389

ution:
voting result of this item is as follows:
res represented at the time of voting: 214,832,389
Voting Results % of the total
represented shares
present
Votes in favor: 198,135,644
(including votes casted electronically: 36,111,260)
92.22%
Votes against: 139,065
(including votes casted electronically: 139,065)
0.06%
Votes invalid: 0 0%
Votes abstained: 16,557,680
(including votes casted electronically: 16,557,680)
7.70%

V. Discussion Items

Proposal No. 1 Proposed by the Board

To discuss the issuance of Employee Restricted Stock Awards (“RSAs”).

Explanation:

  • I. In accordance with Article 267, Paragraph 9 of the Company Act for "Regulations Governing the Offering and Issuance of Securities by Securities Issuers " published by the Financial Supervisory Commission, as well as other related regulations, the Company intends to issue Employee Restricted Stock Awards (“RSAs”) for the year 2023. The purpose of this initiative is to attract and retain the professional talents required by the Company, increase employee loyalty and foster a sense of comradery that will benefit both the Company and shareholders.

  • II.The proposed plan for the issuance of Employee Restricted Stock Awards is as follows:

  • (I) Total amount (shares) of issuance: The total number of restricted shares to be issued under this plan is 4,300,000 ordinary shares. Each share has a face value of NT$10, in which the total value is NT$43,000,000. The Company may, as deemed necessary, issue shares either in one or more tranches within two years from the date of receipt of the effective notification from the competent authority. The actual date of issuance shall be determined by the Chairman under the authorization of the Board of Directors.

  • (II) Conditions for Issuance of Employee Restricted Stock Awards:

1. Issue price: NT$0 per share. Each Employee Restricted Stock will be issued without consideration.

  1. Vesting conditions:

    • (1) If an employee is still in service on the vesting date, the actual number of restricted stocks credited for that year will be determined based on the results of the employee's individual performance evaluation for the previous year.

    • (2) Individual performance indicators: Based on the actual results of the employee's performance evaluation during the most recent fiscal year, stocks will be awarded accordingly when the length of the vesting period is fulfilled:

      • A. Employees with an individual performance rating of 4 (inclusive) to 5 will be eligible to receive 100% of the restricted stocks vested for that fiscal year.

      • B. Employees with an individual performance rating of 3.5 (inclusive) to 4 will be eligible to receive 80% of the restricted stocks vested for that fiscal year.

      • C. Employees with an individual performance rating of 3 (inclusive) to 3.5 will be eligible to receive 60% of the restricted stocks vested for that fiscal year.

      • D. Employees with an individual performance rating below 3 (excluding 3) will not be eligible to receive any vested stocks for that fiscal year, and will

therefore lose their qualification to receive restricted stocks for that year.

  • (3) The proportions of the restricted stocks that employees are entitled to receive on each fiscal year's vesting date is as follows:

  • A. Employees who are still in service after 1 year from the date of grant are eligible to receive up to 30% of the vested shares.

  • B. Employees who are still in service after 2 years from the date of grant are eligible to receive up to 30% of the vested shares.

  • C. Employees who are still in service after 3 years from the date of grant are eligible to receive up to 40% of the vested shares.

This policy applies only to employees who are still employed by the Company at the expiration of the Restricted Stock Awards subscription period and have not violated the Company's labor contract, work rules, or other company regulations. Additionally, eligible employees must have achieved their individual performance targets set by the Company in the preceding year to be eligible for vested stock options.

  1. The type of shares that have been issued are the common stocks of the company.

  2. Measures to be taken when employees fail to meet the vesting conditions or in the event of inheritance: If an employee does not meet the vesting conditions, the Company shall redeem the Restricted Stock Awards that have been granted to the employee without compensation and cancel them in accordance with the relevant regulations. In the event of inheritance, the handling shall be carried out in accordance with the relevant provisions of the issuance regulations for new restricted employee shares (RSA).

(III) Qualification criteria for employees and Number of shares granted:

  1. Qualification criteria for employees:

  2. The granting of stocks is limited to full-time employees working within the formal organizational structure of the company. The actual number of shares to be granted to each employee, in addition to their eligibility, will be determined based on factors such as seniority, job level, job responsibilities, work performance, overall contributions, special achievements, and other management-related factors. The Chairman shall approve the allocation, which will then be submitted to the Board of Directors for approval. Approval requires the attendance of at least two-thirds of the directors and the agreement of more than one-half of the attending directors. However, for employees who hold managerial or directorial positions, approval must be granted by the Remuneration Committee. For non-managerial employees, approval must be granted by the Audit Committee.

  3. Number of shares granted:

As per Article 56-1, Paragraph 1 of the "Regulations Governing the Offering and Issuance of Securities by Securities Issuers", the cumulative number of issued shares that can be subscribed by a single subscriber of employee stock options certificates along with the total number of restricted employee shares acquired by the option holder should not exceed 0.3% of the total outstanding shares. Furthermore, as per Article 56, Paragraph 1 of the "Regulations Governing the Offering and Issuance of Securities by Securities Issuers" the cumulative number of issued shares that can be subscribed by a single subscriber of employee stock options certificates should not exceed 1% of the total outstanding shares.

  • (IV) The necessary reason of the current issuance of RSA:

To attract and retain the professional talents required by the Company, and to increase employees' loyalty and sense of comradery so as to benefit both the Company and shareholders.

  • (V) Calculated expense amount, Dilution of the Company's earnings per share (EPS), and Other matters affecting shareholder's equity:

  • Calculated expense amount:

The company shall measure the fair value of the stocks on the day they are granted and then recognize the relevant annual expenses over the vesting period. Based on the closing price of the company's common stock on March 10, 2023, which was NT$28.5 per share, the estimated total expense that may be incurred when all vesting conditions are met is NT$12.255 million. The estimated expenses from 2023 to 2026 are NT$17.021 million, NT$40.850 million, NT$40.850 million, and NT$23.829 million, respectively.

  1. Dilution of the Company's earnings per share (EPS) and other matters affecting shareholder's equity:

Based on the current total number of issued shares of 394,530,477 shares, it is estimated that the earnings per share may decrease, after recognizing expenses from 2023 to 2026, by approximately NT$0.04, NT$0.10, NT$0.10, and NT$0.06, respectively. Based on the overall assessment mentioned above, the impact on the future earnings per share of the company is expected to be limited and there should be no material impact on the existing shareholder equity.

  • (VI) The Chairman is authorized to amend relevant provisions if any revisions regarding the Employee Restricted Stock Awards Guidelines of the Company are required based on

instructions by the competent authority during the review process. The issuance of the guidelines shall only proceed after obtaining subsequent ratification from the Board of Directors.

III.After approval by the shareholders' meeting, the Board of Directors will formulate the guidelines for issuing Employee Restricted Stock Awards in accordance with relevant laws and regulations. The stocks will be issued either in one or more tranches.

Resolution:

The voting result of this item is as follows:

Shares represented at the time of voting: 214,832,389

Voting Results % of the total
represented shares
present
Votes in favor: 187,075,139
(including votes casted electronically: 25,050,755)
87.07%
Votes against: 11,026,376
(including votes casted electronically: 11,026,376)
5.13%
Votes invalid: 0 0%
Votes abstained: 16,730,874
(including votes casted electronically: 16,730,874)
7.78%

VI. Extempore Motion: None

VII. Meeting Adjourned: At 9:21 am on the same day.

The meeting minutes are recorded in accordance with the provisions of the Company Act. As far as the content and procedures of the meeting are concerned, the video and audio recordings of the meeting shall prevail.

Attachment A. 2022 Business Report

Gemtek Technology Co., Ltd. 2022 Business Report

(Translation)

I. Foreword

Reflecting on 2022, the gradual end of the Covid-19 pandemic resulted in the reopening of borders, allowing for the resumption of business and daily activities, marking the beginning of the first stage of global recovery. In the post-pandemic era, we adapted to a new way of life and worked to maintain the steady operation of our daily routines. However, the continuously evolving virus and the ongoing political turmoil resulting from the Russo-Ukrainian War have continued to present major challenges worldwide, testing the resilience of businesses and governments alike. Despite these setbacks, Gemtek Technology remained steadfast in adapting and solidifying our operational strategies while expanding our business capabilities. Our establishment of an efficient SMT line in our Vietnam factory was a testament to our success in staying ahead of the game. 2022 was a challenging year for Gemtek, but despite the severity of the overall environment, we continued to strive for progress in technology and operations, achieving a peak in revenue.

In the midst of global recovery, however, many businesses worldwide are still struggling in the aftermath of the pandemic. Despite the balance of supply and demand for electronic components gradually rebounding, policies implemented by governments around the world during the pandemic have had adverse consequences on factory operations. In the first half of the year, not only were Gemtek's production lines in Mainland China stifled, but suppliers in China also faced production stoppages, leading to a ripple effect on the supply of components. These uncontrollable factors posed a severe challenge to Gemtek, but with the efforts of our Chairman, General Manager, and colleagues, we managed to weather the storm and ride the wave. The pandemic provided an unforeseen opportunity for Gemtek Technology to learn and adjust our operational structure, including our procurement strategies, product design, coordination, and collaboration with customers. We made dynamic adjustments in these areas and put them into practice for the future. Throughout our journey, we have always upheld the principle of serving our customers first, with the hope of reducing the impact of structural factors on our company and customers in the future.

Despite the global pandemic and inflationary pressure brought on by the Russo-Ukrainian War, the demand for rapid deployment of broadband infrastructure equipment never wavered. Governments around the world are still eager to implement their plans to build fiber optic networks, and the deployment of 5G networks is also proceeding in full swing as customer demand remains

strong. According to the 2022 Ericsson Mobility Report, despite a weaker economy and geopolitical uncertainties, service providers continue to deploy 5G. As of November 2022, 228 service providers have already launched commercial 5G services globally. Deployment of 5G standalone (SA) networks also continues, with around 35 service providers having deployed or launched 5G SA in public networks. Ericsson predicts that the 5G subscription uptake will be faster than that of 4G following its launch in 2009, with 5G expected to reach 1 billion subscriptions 2 years sooner than 4G. It is expected that by the end of 2028, the number of 5G subscribers will reach approximately 9.2 billion. The number of smartphone users continues to grow as well, and it is expected to reach 6.6 billion by the end of 2022, accounting for 79% of all mobile phone users. By 2028, this number is predicted to increase to 7.8 billion, accounting for 84% of all mobile users. The demand for mobile networks will continue to strengthen, and it is predicted that FWA (Fixed Wireless Access) will grow at a strong rate of 19% per year by 2028.

Looking ahead to 2023, it is widely agreed that “digital technology” will continue to be a driving force behind technological development. In addition, in the post-pandemic era, we also need to be aware of other contemporary threats such as population ageing and climate change, which are the major contributors to the decline in economic productivity and environmental degradation around the world. Furthermore, geopolitical turbulence and the US-China competition have added momentum to the deglobalization trend and have led to a rise in calls for regional protectionism and industry localization. All these factors combined indicate that a substantial change in the current supply chain structure is unavoidable. Essentially, digital technology is the key to propelling industry transformation. Digital technology encompasses a variety of fields, such as Artificial Intelligence, Edge Computing, Internet of Things, Cybersecurity, and more. The internet serves as the cornerstone that enables these technologies to function, and as such, the deployment of network communication equipment is crucial. Our research and development team is continuously improving their skills to make help make a difference in the advancement of digital technology. In 2023, Gemtek Technology will continue to provide hardware manufacturing and design services to our customers, while also investing more resources in integrating software and hardware on SOC, user platforms, and application services. Our objective is to offer a broader spectrum of services, such as IoT and cybersecurity, to assist our end customers manage their business models more flexibly, which will ultimately lead to increased profitability. Gemtek will continue to optimize its research and development strategy to provide customers with the best possible products and services.

In addition to keeping pace with technological developments, Gemtek has incorporated "Net Zero" as part of our new policies. As a world-class network communications company, we believe

it is our responsibility to take care of the environment. Our R&D and management teams have always played a major role in advancing technology. In recent years, we have also made a conscious effort to prioritize sustainability by carefully selecting environmentally friendly components, processes, and packaging. As a result, sustainability has become one of our company's strengths.

Although inflation has affected the overall economy in 2023, Gemtek remains committed to its original goal of providing "Wireless Broadband Anywhere", and is fully prepared to expand its production scale and capabilities despite the economic fluctuations. Furthermore, Gemtek plans to allocate more resources to research and design of software and hardware, with the aim of meeting the expectations of our customers and shareholders.

II. 2022 Business Report

1. Business Results

In 2022, the total consolidated operating income was NT$27,899,990 thousand. The combined operating costs and operating expenses was NT$27,171,633 thousand. The consolidated non-operating income was NT$273,333 thousand. The consolidated non-operating expenses was NT$82,357 thousand. The pre-tax net profit was NT$919,333 thousand; income tax expense was NT$173,283 thousand. Therefore, the consolidated net profit after tax for this year is NT$746,050 thousand. Earnings per share (after tax) is NT$1.70.

2. Financial Status and Profitability

The Company has always adhered to the conservatism principle in its financial operations, laying out timely plans for the use of long and short-term funds. In 2022, the current ratio was 136.27% and the debt ratio was 46.12%, indicating that the composition of the company's financial structure was adequately sound and stable.

3. Research and Development

2022 R&D Achievements

  • (1) Development of next-generation passive optical network/ ultra-wideband network and voice service integration systems GPON/XGSPON /10GEPON/DPoE/NGPON2 products and shared software platform. (High performace xPON integration platform development based on protoble openwrt)

  • (2) Fixed broadband xDSL and G.FAST Ultra-wideband product development

  • (3) Whole home WiFi with Easy Mesh development

  • (4) Advanced WiFi 6/6e AP, Repeater,and Mesh development

  • (5) Enterprise-grade WiFi platform development

  • (6) WiFi 7 AP prototype development

  • (7) Cost-effective and Advanced LTE client device development, including Cat 20, Cat 12, Cat6, Cat4, CBRS

  • (8) 3GPP based CIOT client device and LGA module development (including Cat 1, Cat-M1, NB-IOT)

  • (9) Cost effective 5G NR FR1 IDU/ODU CPE development

  • (10) Easy installtion and cost effective 5G NR FR1+ FR2 ODU CPE development

  • (11) 28/39G mmwave smart antenna phase array system platform development

  • (12) 5G NR smallcell and core network platform development

  • (13) Cost effective 5G NR smallcell development for sharedband CBRS

  • (14) Scalable Phased Array Antenna Development for LEO application ka/ku-band

III. 2022 Business Policies

1. Marketing Strategy

  • (1) Strengthen existing customer relationships and develop new customers.

  • (2) Launch new products according to market trends with new technical specifications.

  • (3) Identify market demands and strengthen the ability to collect market information.

  • (4) Satisfy market demands and expand business operations in emerging markets.

  • (5) Build good rapport with new clients and seek new business opportunities.

2. Production Policy

  • (1) Strictly control the production process and increase the utilization rate of production capacity.

  • (2) Strictly select suppliers that meet cost effectiveness and integrate resources to pursue profitability.

  • (3) Track the lead time and quality of key manufacturing components. Keenly identify changes in supply, demand and prices.

  • (4) Adjust capital expenditures based on the condition of the industry.

  • (5) Introduce automated and optimized production systems to increase production efficiency.

  • (6) Achieve Net Zero by incorporating Post-consumer recycled plastic (PCR) materials into our product design.

3. Industrial Development

Gemtek has long been dedicated to the development of wireless communications technology. Business development is centered on the following major operations:

  • (1) Wireless network service products, which include broadband network related equipments that are built on top of telecommunications infrastructures (5G related technologies, LTE Small Cell, CPE), telecommunication network products (Wi-Fi AP/Router) and business-grade wireless AP/routers and Wi-Fi modules etc.

  • (2) Fixed Broadband Network connection related products, which includes telecommunication integration (VoIP, VDSL, G.fast, GPON, Setup Box etc.) and fiber-optic network products.

  • (3) Telecommication modules and services.

  • (4) Cloud software integration services, IoT products.

IV. Conclusion

The company’s management team would like to express their sincere gratitude to all shareholders for their unwavering support. We look forward to your continued encouragement and guidance in the forthcoming years.

Chairman: Hong-wen Chen

General Manager: Rong-chang Li

Accounting Supervisor: Zhi-hong Lin

Attachment B. 2022 Audit Committee’s Review Report

Gemtek Technology Co., Ltd. 2022 Audit Committee’s Review Report (Translation)

To Shareholders of Gemtek Technology Co., Ltd.,

The Board of Directors is responsible for the issuance of the Company's 2022 Business Reports and Financial Statements.

The CPA firm of Deloitte & Touche was appointed to audit Gemtek’s Financial Statements and has issued an audit report with reference to the Financial Statements. The Business Report and Financial Statements have been reviewed and confirmed to be correct and accurate by the Audit Committee members of Gemtek Technology Co., Ltd. Based on the applicable laws of the Securities and Exchange Act and the Company Law, we hereby submit this report.

Gemtek Technology Co., Ltd.

Chairman of the Audit Commitee: Zhu-san Wang

Date: March 13, 2023

Attachment C. Auditors’ Review Report

Auditor’s Review Report

(Translation)

To Gemtek Technology Co., Ltd.,

Opinion

We have audited the accompanying individual financial statements of Gemtek Technologies Co., Ltd. (the “Company”), which comprise the individual balance sheets as of December 31, 2022 and 2021, and the individual statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the individual financial statements, including a summary of significant accounting policies (collectively referred to as the “individual financial statements”).

In our opinion, the accompanying individual financial statements present fairly, in all material respects, the individual financial position of the Company as of December 31, 2022 and 2021, and its individual financial performance and its individual cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Audit Opinions

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Individual Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the individual financial statements for the year ended December 31, 2022. These matters were addressed in the context of our audit of the individual financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We hereby summarize the Key Audit Matters of the 2022 Individual Financial Statements of the Company as follows:

Revenue Recognition

The 2022 operating income of Gemtek Technology Co., Ltd. is NT$25,763,706 thousand, in

which NT$8,383,971 thousand sales revenue is attributed to the sale of a major customer product, accounting for 33% of the operating income. Due to the fact that the sales revenue makes up a consequential part of the operating income in contrast to the year 2021, the operating income for the sale to the specific customer product is listed as a Key Audit Matter. For related accounting policies pertaining to revenue recognition, please refer to Note 4 and 21.

Main Audit Procedures conducted by the CPA are as follows:

  1. Assess the quality of composition and implementation of the Company’s Internal Control

Policy that are related to sales income conjointly with the Company’s Sales Revenue Recognition Policy.

  1. Conduct inspections on selected materials acquired from income reports that are related to

sales transactions and receivables, etc. to verify whether the origins of the operating income are documented truthfully.

  1. Verify whether the customer has received any substantial sales return or discounts after the transaction.

Additional Matters:

As of December 31, 2022 and 2021, in relation to investee companies that have adopted the equity method for investments, due to the differences in the respective financial reporting structures, the audit engagement for the financial statements of Gemtek Vietnam Co., Ltd. was performed by a separate CPA firm other than us. The financial statements of Gemtek Vietnam Co., Ltd. was audited by a designated CPA in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. Therefore, our opinion for the financial statements of Gemtek Vietnam Co., Ltd. derives from the audit report given by its designated CPA where the equity method had been applied to investments and recognized comprehensive income. The total amount of investments by investee companies that have adopted the equity method as of December 31, 2022 and 2021 was NT$1,268,866 thousand and NT$579,584 thousand respectively, accounting for 5% and 3% of the total assets of the individual. The recognized comprehensive income of investments by investee companies as of December 31, 2022 and 2021 was NT$316,125 thousand and NT$79,878 thousand respectively, accounting for 25% and 3% of the total comprehensive income of the individual.

Duties and Responsibilities of Management and Corporate Governance

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

In preparing the individual financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to

liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Auditors’ Responsibilities for the Audit of the Individual Financial Statements

Our objectives are to obtain reasonable assurance about whether the individual financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these individual financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the individual financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the individual financial statements for the year ended December 31, 2022 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Deloitte & Touche Taiwan Deloitte & Touche Taiwan Certified Public Accountant Certified Public Accountant Han-ni Fang Jing-ting Yang Financial Supervisory Commission Securities and Futures Commission Approved Document Number: Approved Document Number: 1090347472 6-0930128050

Date: March 15, 2023

GEMTEK TECHNOLOGY CO., LTD. Parent Company Only Balance Sheets December 31,2022and 2021

(Expressed in thousands of New Taiwan Dollars)


1100
1110
1170
1180
1200
1210
1220
130X
1470
11XX

1517
1535
1550
1600
1755
1840
1990
15XX
1XXX

2100
2130
2170
2180
2219
2230
2280
2321
2399
21XX

2580
2570
2670
25XX
2XXX

3110
3140
3200
3310
3320
3350
3300
3490
3XXX
ASSETS
CURRENT ASSETS
Cash and cash equivalents(note 4 and 6)
Financial assets at fair value through profit or loss - current(note 4
and 7)
Accounts receivable, net(note 4、10 and 21)
Accounts receivable from related parties(note 4、21 and 30)
Other receivables
Other receivables from related parties(note 4 and 30)
Current tax assets(note 4 and 21)
Inventories(note 4 and 11)
Other current assets(note 4 and 15)
Total current assets
NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income -
non-current(note 4 and 8)
Financial assets at amortized cost - non-current(note 4、9 and 31)
Investments accounted for using the equity method(note 4 and 12)
Property, plant and equipment(note 4、13 and 30)
Right-of-use assets(note 4 and 14)
Deferred tax assets(note 4 and 23)
Other non-current assets(note 4、15 and 19)
Total non-current assets
Total assets
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings(note 16)
Contract liabilities - current(note 4 and 21)
Accounts payable
Accounts payable to related parties(note 30)
Other payables(note 18 and 30)
Current tax liabilities(note 4 and 23)
Current lease liabilities(note 4 and 14)
Current portion of bonds payable(note 17)
Other current liabilities(note 18)
Total current liabilities
NON-CURRENT LIABILITIES
Non-current lease liabilities(note 4 and 14)
Deferred tax liabilities(note 4 and 23)
Other non-current liabilities(note 18)
Total non-current liabilities
Total liabilities
EQUITY(note 4、12、17and 20)
Share capital
Ordinary shares
Capital collected in advanced
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other equity
Total equity
Total liabilities and equity
December 31,2022
AMOUNT

$ 178,263
1
-
-
8,970,398
38
140,242
1
18,433
-
1,343,122
6
1,200
-
577,810
3
96,045

-
11,325,513
49
133,414
1
20,000
-
10,231,972
44
1,431,892
6
8,759
-
49,498
-
129,212

-
12,004,747
51
$ 23,330,260
100
$ 2,526,205
11
287,666
1
2,120,099
9
4,364,574
19
560,978
2
124,837
1
3,633
-
-
-
55,111

-
10,043,103
43
5,033
-
208,038
1
1,044

-
214,115

1
10,257,218
44
3,946,465
17
-

-
4,983,065
21
943,768
4
195,638
1
1,728,176

7
2,867,582
12
1,275,930

6
13,073,042
56
$ 23,330,260
100
December 31,2021 December 31,2021
AMOUNT
$ 178,263
-
8,970,398

140,242
18,433
1,343,122
1,200
577,810
96,045

11,325,513

133,414
20,000
10,231,972

1,431,892
8,759
49,498
129,212

12,004,747

$ 23,330,260

$ 2,526,205

287,666
2,120,099
4,364,574

560,978
124,837
3,633
-
55,111

10,043,103

5,033
208,038
1,044

214,115

10,257,218

3,946,465

-

4,983,065

943,768
195,638
1,728,176

2,867,582

1,275,930

13,073,042

$ 23,330,260
AMOUNT
$ 306,549
125,886
5,443,505

1,045,699
44,455
13,342
-
601,047
98,586

7,679,069

171,508
20,000
9,036,521

1,457,078
13,873
45,910
151,780

10,896,670

$ 18,575,739

$ 2,108,520

155,147
1,081,326
1,909,016

452,864
21,071
5,425
857,842
77,575

6,668,786

8,053
208,258
815

217,126

6,885,912

3,661,188

44,798

4,441,626

878,269
1,305,902
696,971

2,881,142

661,073

11,689,827

$ 18,575,739






































2
1
29
6
-
-
-
3

-
41
1
-
49
8
-
-

1
59
100
11
1
6
10
3
-
-
5

-
36
-
1

-

1
37
20

-
24
4
7

4
15

4
63
100

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

GEMTEK TECHNOLOGY CO., LTD.

Parent Company Only Statements of Comprehensive Income For the Years Ended December 31,2022 and 2021

(Expressed in thousands of New Taiwan Dollars, Except
2022


AMOUNT
4000
Operating revenue(note 4、21
and 31)
$ 25,763,706
5000
Operating costs(note 11、19、
22 and 31)
(24,121,632)

5900
Gross profit

1,642,074

Operating expenses(note 10、
19、22 and 30)
6100
Selling expenses
(
405,951 )
6200
General and administrative
expenses
(
323,295 )
6300
Research and development
expenses
(
824,912 )
6450
Expected credit losses
reversed on
receivables
(
121)

6000
Total operating
expenses
(
1,554,279)

6900
Profit from operations

87,795

Non-operating income and
expenses
7100
Interest income(note 22)
15,500
7010
Other income(note 22 and
31)
42,592
7020
Other gains and losses(note
22 and 31)
104,184
7050
Finance costs(note 22)(
69,577 )
7070
Share of profit of
subsidiaries and
associates(note 4 and
12)

595,163

7000
Total non-operating
income and
expenses

687,862
Earnings Per Share)
2021

AMOUNT
100 $ 20,562,652
(94)
(19,038,109)


6

1,524,543

(
2 ) (
343,402 )
(
1 ) (
277,481 )
(
3 ) (
720,649 )

-

48

(
6)
(
1,341,484)


-

183,059


-
2,416

-
28,975

1
50,764

- (
30,586 )

2

472,392


3

523,961
100
(93)

7
(
2 )
(
1 )
(
3 )

-
(
6)

1

-

-

-

-

2

2
(Continued)

Brought Forward

7900
Profit before income tax

7950
Income tax(note 4 and 23)

8200
Net profit for the period

Other comprehensive income
/(loss)
8310
Items that will not be reclassified
subsequently to profit or loss
8311
Remeasurement of defined
benefit plans(note 19)
8316
Unrealized loss on investments
in equity instruments at fair
value through other
comprehensive income
8330
Share of other comprehensive
loss of subsidiaries and
associates accounted for using
the equity method
8360
Items that may be reclassified
subsequently to profit or loss
8361
Exchange differences on
translation of the financial
statements of foreign operations
8370
Share of other comprehensive
loss of subsidiaries and
associates accounted for using
the equity method
8300
Other comprehensive
income/(loss)
8500
Total comprehensive income

Earnings per share(note 24)

9750
Basic earnings per share

9850
Diluted earnings per share
2022

3
-

3


-

-

1

1
-

2

5


2021



















3
-
3

-

-
10

-
-
10
13

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

Parent Company Only Statements of Changes in Equity For the Years Ended December 31,2022and 2021

(Expressed in thousands of New Taiwan Dollars)

code
A1
BALANCE AT JANUARY 1, 2021

Appropriation of 2020 earnings
B1
Legal reserve
B3
Special reserve
B5
Cash dividends of share holder
Subtotal

D1
Net profit for the year ended December 31,
2021
D3
Other comprehensive loss for the year ended
December 31, 2021
D5
Total comprehensive income/(loss) for the
year ended December 31, 2021
I1
corporate bond converted to ordinary shares

M3
Disposals of subsidiaries

N1
Issuance of restricted share plan for
employees
O1
Changes of non-controlling interest

Q1
Disposal of investments in equity instruments
at fair value through other comprehensive
income
T1
Share-based payment expenses

Z1
BALANCE AT DECEMBER 31, 2021

Appropriation of 2021 earnings
B1
Legal reserve

B3
Special reserve

B5
Cash dividends to shareholders

Total

C7
Changes
in
subsidiaries
and
associates
recognized using the equity method
M7
Changes in ownership of the Equity of
subsidiaries
D1
Net profit for the year ended December 31,
2022
D3
Other comprehensive loss for the year ended
December 31, 2022
D5
Total comprehensive income/(loss) for the
year ended December 31, 2022
L1
Buy-back of treasury shares

L3
Cancelation of treasury shares

M3
Disposals of subsidiaries

I1
Convertible bonds converted to ordinary
shares
N1
Cancelation of restricted share plan for
employees
O1
Changes of non-controlling interest

Q1
Disposal of investments in equity instruments
at fair value through other comprehensive
income
T1
Share-based payment expenses

Z1
BALANCE AT DECEMBER 31, 2022
Share Capital(note 21 and 26)

Advance Receipts
forShare Capital
$ -

-
-

-


-

-


-


-


44,798




-


-


-


-


44,798

-
-

-


-


-


-

-

-


-


-


-


-

(
44,798)


-


-


-


-

$ -


Capital Surplus
(note 4、18 and 21)
$ 4,606,007

-
-

-


-

-


-


-


204,666


(8,691)

(
2,690)


-


-


-


4,441,626

-
-

-


-


131,860


14,269

-

-


-


-

(
119,913)


-


510,856


4,367


-


-


-

$ 4,983,065
Retained Earnings(note21)
Legal Reserve
Special Reserve
Unappropriated
Earnings
$ 750,939
$ 559,574
$ 1,273,304

20,119
-
(
20,119 )
-
183,614
(
183,614 )
-

-

-

20,119

183,614
(
203,733)

-

-

679,793

-

-
(
3,463)

-

-

676,330

-

-

-

-

-

-

-

-

-

-

-
(
21,339)

-

-
(
21,339)

-

-

-

878,269

1,305,902

696,971

65,499
-
(
65,499 )
-
(
1,110,264 )
1,110,264
-

-
(
607,738)

65,499
(
1,110,264)

437,027

-

-
(
216)

-

-

-

-
-
664,683
-

-

8,612

-

-

673,295

-

-

-

-

-
(
83,779)

-

-
(
34)

-

-

-

-

-

-

-

-

-

-

-

4,912

-

-

-

$ 943,768
$ 195,638
$ 1,728,176
Retained Earnings(note21)
Legal Reserve
Special Reserve
Unappropriated
Earnings
$ 750,939
$ 559,574
$ 1,273,304

20,119
-
(
20,119 )
-
183,614
(
183,614 )
-

-

-

20,119

183,614
(
203,733)

-

-

679,793

-

-
(
3,463)

-

-

676,330

-

-

-

-

-

-

-

-

-

-

-
(
21,339)

-

-
(
21,339)

-

-

-

878,269

1,305,902

696,971

65,499
-
(
65,499 )
-
(
1,110,264 )
1,110,264
-

-
(
607,738)

65,499
(
1,110,264)

437,027

-

-
(
216)

-

-

-

-
-
664,683
-

-

8,612

-

-

673,295

-

-

-

-

-
(
83,779)

-

-
(
34)

-

-

-

-

-

-

-

-

-

-

-

4,912

-

-

-

$ 943,768
$ 195,638
$ 1,728,176
Retained Earnings(note21)
Legal Reserve
Special Reserve
Unappropriated
Earnings
$ 750,939
$ 559,574
$ 1,273,304

20,119
-
(
20,119 )
-
183,614
(
183,614 )
-

-

-

20,119

183,614
(
203,733)

-

-

679,793

-

-
(
3,463)

-

-

676,330

-

-

-

-

-

-

-

-

-

-

-
(
21,339)

-

-
(
21,339)

-

-

-

878,269

1,305,902

696,971

65,499
-
(
65,499 )
-
(
1,110,264 )
1,110,264
-

-
(
607,738)

65,499
(
1,110,264)

437,027

-

-
(
216)

-

-

-

-
-
664,683
-

-

8,612

-

-

673,295

-

-

-

-

-
(
83,779)

-

-
(
34)

-

-

-

-

-

-

-

-

-

-

-

4,912

-

-

-

$ 943,768
$ 195,638
$ 1,728,176
Other Equity(note 4and 21) Other Equity(note 4and 21) Other Equity(note 4and 21) Total
$ 1,381,726)

-
-
-

-

-

1,971,632

1,971,632

-

-

4,530

21,339

21,339

45,298

661,073

-
-
-

-

220

-

-
602,212

602,212

-

-

35

-


2,662)

-


4,912)

19,964

$ 1,275,930

Treasury Shares
$ -

-
-

-


-

-


-


-


-


-


-


-


-


-


-

-
-

-


-


-


-

-

-


-

(
307,112)


307,112


-


-


-


-


-


-

$ -

Non-controlling
equity (note 21 and
27)
$ 132

-
-

-


-

1,791


-


1,791


-


-


-


-


-


-


225,994

-
-

-


-


-


-

81,367

-


81,367


-


-


-


-


-

(
1,541)


-


-

$ 305,820
Total Equity
Shares(in
thousand)
357,591

-
-
-

-

-

-

-

8,712



184)

-

-

-

366,119


-

-
-

-

-

-

-
-

-

-


10,342)

-

39,040


171)

-

-

-

394,646
CommonStock
$ 3,575,905

-
-

-


-

-


-


-


87,123



(
1,840)


-


-


-


3,661,188

-
-

-


-


-


-

-

-


-


-

(
103,420)


-


390,402

(
1,705)


-


-


-

$ 3,946,465
Legal Reserve
$ 750,939

20,119
-
-

20,119

-

-

-

-

-

-

-

-

-

878,269

65,499
-

-

65,499

-

-

-
-

-

-

-

-

-

-

-

-

-

$ 943,768
Special Reserve
$ 559,574

-

183,614


-


183,614

-


-


-


-


-


-


-


-


-


1,305,902

-

(
1,110,264 )

-

(
1,110,264)


-


-

-

-


-


-


-


-


-


-


-


-


-

$ 195,638
Exchange
Differences on
Translation of the
Financial
Statements of
ForeignOperation
($ 514,953)


-

-

-


-

-

(
66,903)

(
66,903)


-


-


-


-


-


-

(
581,856)


-
-

-


-


4


-

-

233,964


233,964


-


-


1


-


-


-


-


-

($ 347,887)

Unrealized
Valuation
Gain/(Loss) on
Financial Assets at
Fair Value
Through Other
Comprehensive
Income
($ 790,948)

-
-

-


-

-


2,038,535


2,038,535


-


-


-


21,339


21,339


-


1,268,926

-
-

-


-


216


-

-

368,248


368,248


-


-


34


-


-


-

(
4,912)


-

$ 1,632,512
Unearned
Employee
Compensation
$ 75,825)

-
-
-

-

-

-

-

-

-

4,530

-

-

45,298


25,997)

-
-
-

-

-

-

-
-

-

-

-

-

-


2,662)

-

-

19,964

$ 8,695)







(













(


(










(











(


(
























(











(











(












































(

(













(
(

(
(




(
(


(

(

(




(
(





(




(
(






(















(
(























(

(










(










(



(
(





















(

(



















(






























(














(
(




(




(


$ 9,384,135
-
-
-
-
681,584
1,968,169
2,649,753
336,587
(8,691)
-
-
-
45,298
11,915,821
-
-

607,738)

607,738)
131,864
14,269
746,050
610,824
1,356,874

307,112)
-
1
856,460
-

1,541)
-
19,964
$ 13,378,862

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

GEMTEK TECHNOLOGY CO., LTD

Parent Company Only Statements of Cash Flows For the Years Ended December 31,2022 and 2021

(Expressed in thousands of New Taiwan Dollars)
2022
CASH FLOWS FROM OPERATING
ACTIVITIES
A00010
Income before income tax
$ 775,657

A20010
Adjustments for:
A20100
Depreciation expense
117,235
A20200
Amortization expense
57,654
A20300
Expected credit losses reversed
on receivables
121

A20400
Net (gain)/loss on fair value
changes of financial
[assets/liabilities] at fair value
through profit or loss
14,820

A20900
Finance costs
69,577
A21200
Interest income
(
15,500 )
A21300
Dividend income
(
5,801 )
A21900
Share-based payment expenses
19,964
A22400
Share of profit of subsidiaries and
associates
(
595,163 )
A22500
Gain on disposal of property, plant
and equipment
(
384 )
A23100
Disposal in in subsidiaries and
associates accounted for using
the equity method
(
3,140 )
A23800
(Reversal of) write-down of
inventories
(
1,149 )
A24100
Net (gain)/loss on foreign
currency exchange
131,131
A30000
Changes in operating assets and
liabilities
A31115
financial assets at fair value
through profit or loss
111,066
A31140
Notes receivable from related
parties
-
A31150
Accounts receivable
(
3,763,377 )
A31160
Accounts receivable from related
parties
823,789
A31180
Other receivables
(
75,500 )
A31200
Inventories
24,386
A31240
Other current assets
4,570
A31990
Prepaid pension
(
2,076 )
A32125
Contract liabilities
181,068

A32150
Accounts payable
1,070,723

A32160
Accounts payable to related parties
2,551,864

A32180
Other payables
103,478
A32230
Other current liabilities
(
22,108)
2021
$ (
(
(
(
(
(
(

(

(
(
(
(
(

707,020
105,137
52,287
48 )
29,958 )
30,586
2,416 )
4,491 )
45,298
472,392 )
83 )
105,631 )
6,434
31,686
17,696
11,250
32,716 )
272,547
18,007
180,513
22,730
2,143 )
28,096 )
626,683 )
1,053,977 )
21,371)
24,559
(Continued)

Brought Forward


A33000
Cash used in operations
A33100
Interest received

A33200
Dividends received
A33300
Interest paid

A33500
Income tax paid

AAAA
Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
B00010
Purchase of financial assets at fair value through
other comprehensive income
B00020
Proceeds from sale of financial assets at fair value
through other comprehensive income
B00050
Proceeds from disposal of financial assets at
amortised cost
B01800
Acquisition of investments accounted for using
the equity method

B01900
Proceeds from investments accounted for using
equity method
B02400
Capital reduction in subsidiary and refund to
shareholders
B02700
Payments for property, plant and equipment

B02800
Proceeds from disposal of property, plant and
equipment
B03700
Decrease (Increase) in refundable deposits

B05900
Increase in other receivable- related parties

B06700
Increase in other non-current assets

B07600
Dividends received from subsidiaries
B0990
Acquisition of Dividend from affiliated company
BBBB
Net cash generated from investing
activities

CASH FLOWS FROM FINANCING ACTIVITIES
C00100
Increase short-term borrowings
C01300
Redemption of Bonds

C04020
Repayment of the principal portion of lease
liabilities

C04300
Increase(Decrease)in other non-current liabilities
C04500
Cash dividends paid

C04900
Payments for buy-back of ordinary shares

CCCC
Net cash generated from financing
activities

EEEE
NET DECREASE IN CASH AND CASH
EQUIVALENTS

E00100
CASH AND CASH EQUIVALENTS AT THE
BEGINNING OF THE YEAR

E00200
CASH AND CASH EQUIVALENTS AT THE END
OF THE YEAR
2022
1,572,905

$ 15,642

5,801
(
63,529 )
(
12,216)


1,518,603

-

-
-
(
301,350 )
9,571
139,200
(
111,472 )
35,055
(
241 )
(
1,228,400 )
(
34,448 )
233,000

109,142

(
1,149,943)

425,883
(
3,300 )
(
4,908 )

229

(
607,738 )
(
307,112)

(
496,946)

(
128,286 )

306,549


178,263
2021
(
854,255 )
$ 2,412
4,491
(
14,966 )
(
65,509)
(
927,827)
(
3,592 )
8,380
20,000
(
153,000 )
-
300,000
(
243,271 )
5,674
(
2,198 )

-
(
76,018 )
130,912

80,402

67,289
1,030,475

-
(
3,075 )
(
9 )
(
715,332 )

-

312,059
(
548,479 )

855,028

306,549

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

Auditor’s Review Report

(Translation)

To Gemtek Technology Co., Ltd.,

Opinion

We have audited the accompanying consolidated financial statements of Gemtek Technologies Co., Ltd. and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2022 and 2021, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group’s consolidated financial statements for the year ended December 31, 2022. These matters were addressed in the context 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 these matters.

We hereby summarize the Key Audit Matters of the 2022 Consolidated Financial Statements of the Group as follows:

Revenue Recognition

The 2022 operating income of Gemtek Technology Co., Ltd. and its subsidairies is NT$27,899,990 thousand, in which NT$8,383,981 thousand sales revenue is attributed to the sale of a major customer product, accounting for 30% of the operating income. Due to the fact that the sales revenue makes up a consequential part of the operating income in contrast to the year 2021, the operating income for the sale to the specific customer product is listed as a Key Audit Matter. For related accounting policies pertaining to revenue recognition, please refer to Note 4 and 22.

Main Audit Procedures conducted by the CPA are as follows:

  1. Assess the quality of composition and implementation of the Company’s Internal Control Policy that are related to sales income conjointly with the Company’s Sales Revenue Recognition Policy.

  2. Conduct inspections on selected materials acquired from income reports that are related to sales transactions and receivables, etc. to verify whether the origins of the operating income are documented truthfully.

  3. Verify whether the customer has received any substantial sales return or discounts after the transaction.

Additional Matters:

The financial statements of Gemtek Vietnam Co., Ltd. for the years ended December 31, 2022 and 2021 have been incorporated in the consolidated financial statements of Gemtek Technologies Co., Ltd. and its subsidiaries. Due to the differences in the respective financial reporting structures, the audit engagement for the financial statements of Gemtek Vietnam Co.,

Ltd. was performed by a separate CPA firm other than us. The financial statements of Gemtek Vietnam Co., Ltd. was audited by the appointed CPA in accordance with the Regulations

Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China. Therefore, when issuing our opinions for the consolidated financial statements, the opinions for the financial statements of Gemtek Vietnam Co., Ltd. is based on the audit report given by the appointed CPA. The total asset of Gemtek Vietnam Co., Ltd. as of December 31, 2022 and 2021 were NT$4,998,116 thousand and NT$2,091,260 thousand respectively, accounting for 20% and 10% of the total consolidated assets. The net operating income from January 1 to December 31, 2022 and 2021 were NT$871 thousand and NT$1,104 thousand respectively, accounting for 0% and 0% of the consolidated net operating income.

We have audited the individual financial statements of Gemtek Technologies Co., Ltd. as of and for the years December 31, 2022 and 2021 on which we have issued an unmodified opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

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

Auditors’ 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 an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

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

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2022 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be

communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Deloitte & Touche Taiwan Deloitte & Touche Taiwan Certified Public Accountant Certified Public Accountant Han-ni Fang Jing-ting Yang Financial Supervisory Commission Securities and Futures Commission Approved Document Number: Approved Document Number: 1090347472 6-0930128050

Date: March 15, 2023

GEMTEK TECHNOLOGY CO., LTD. Parent Company and Subsidiaries Balance Sheets December 31,2022 and 2021 (Expressed in thousands of New Taiwan Dollars)

code

1100
1110
1136
1170
1180
1200
1220
130X
1470
11XX

1517
1535
1550
1600
1755
1805
1821
1840
1990
15XX
1XXX

code


2100
2130
2170
2180
2219
2230
2280
2321
2399
21XX

2570
2580
2670
25XX
2XXX

3110
3140

3200
3310
3320
3350
3300
3490
31XX

36XX

3XXX
ASSETS
CURRENT ASSETS
Cash and cash equivalents(note 4 and 6)
Financial assets at fair value through profit or loss - current(note 4
and 7)
Financial assets at amortized cost – current (note 4, 9 and 32)
Accounts receivable, net(note 4、10 and 22)
Accounts receivable from related parties(note 4、22 and 31)
Other receivables(note 4、31)
Current tax assets(note 4 and 24)
Inventories(note 4 and 11)
Other current assets(note 4 and 16)
Total current assets
NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income -
non-current(note 4 and 8)
Financial assets at amortized cost - non-current(note 4、9 and 33)
Investments accounted for using the equity method(note 4 ,12 and
13)
Property, plant and equipment(note 4 and 14)
Right-of-use assets(note 4 and 15)
Goodwill(note 4 and27)
Other intangible assets
Deferred tax assets(note 4 and 24)
Other non-current assets(note 4、16 and 20)
Total non-current assets
Total assets
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings(note 17)
Contract liabilities - current(note 4 and 22)
Accounts payable
Accounts payable to related parties(note 31)
Other payables(note 19 and 31)
Current tax liabilities(note 4 and 24)
Current lease liabilities(note 4 and 15)
Current portion of bonds payable(note 18)
Other current liabilities(note 19)
Total current liabilities
NON-CURRENT LIABILITIES
Deferred tax liabilities(note 4 and 24)
Non-current lease liabilities(note 4 and 15)
Other non-current liabilities(note 19)
Total non-current liabilities
Total liabilities
EQUITY(note 4、13、18、21 and 26)
Share capital
Ordinary shares
Capital collected in advance
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other equity
Total equity attributable to owners of parent
Non-controlling interests(note 21)
Total equity
Total liabilities and equity
December 31,2022 December 31,2022
4
1
38
-
-
-
19
1
62
13
-
5
16
2
1
-
-
1
38
100
10
1
29
-
4
1
-
-
-
45
1
-
-
1
46
16
-
20
4
1
7
12
5
53
1
54
100
December 31,2021 December 31,2021
AMOUNT
$ 1,009,501
17,940
3,307
9,305,116
63,000
33,949
1,281
4,601,290
243,671
15,279,055
3,258,819
20,000
1,286,049
4,042,505
384,883
265,224
65,745
61,716
166,543
9,551,484
$ 24,830,539
$ 2,526,205
325,857
7,103,761
-
971,249
137,470
91,168
-
56,977
11,212,687
224,596
12,689
1,705
238,990
11,451,677
3,946,465
-
4,983,065
943,768
195,638
1,728,176
2,867,582
1,275,930
13,073,042
305,820
13,378,862
$ 24,830,539
AMOUNT
$ 1,275,808
142,860
137,291
6,157,358
201,980
113,617
324
3,748,983
231,273
12,009,494
2,823,493
20,000
1,109,983
3,471,538
137,653
265,224
83,817
48,005
247,823
8,207,536
$ 20,217,030
$ 2,108,520
307,167
3,944,962
5,667
713,200
25,910
14,918
857,842
78,522
8,056,708
218,933
24,102
1,466
244,501
8,301,209
3,661,188
44,798
4,441,626
878,269
1,305,902
696,971
2,881,142
661,073
11,689,827
225,994
11,915,821
$ 20,217,030














































































6
1
1
30
1
1
-
18
1
59
14
-
6
17
1
1
1
-
1
41
100
10
2
20
-
4
-
-
4
-
40
1
-
-
1
41
18
1
22
4
7
3
14
3
58
1
59
100

The accompanying notes are an integral part of the consolidated financial statements. Chairman: Hong-wen Chen General Manager: Rong-chang Li Accounting Supervisor: Zhi-hong Lin

GEMTEK TECHNOLOGY CO., LTD.

Parent Company and Subsidiaries Statements of Comprehensive Income For the Years Ended December 31,2022and 2021

(Expressed in thousands of New
c o d e
4000
Operating revenue(note 4、22
and 31)

5000
Operating costs(note 12、20、
23 and 31)
(
5900
Gross profit

Operating expenses(note 10、
20、23 and 31)
6100
Selling expenses
(
6200
General and administrative
expenses
(
6300
Research and development
expenses
(
6450
Expected credit losses
reversed on receivables
(
6000
Total operating
expenses
(
6900
Profit from operations

Non-operating income and
expenses
7100
Interest income(note 23)
7010
Other income(note 23 and
31)
7020
Other gains and losses(note
23 and 31)
7050
Finance costs(note 23)
(
7060
Share of profit of
subsidiaries and associates
(note 4 and 13)

7000
Total non-operating
income and
expenses

7900
Profit before income tax
7950
Income tax(note 4 and 24)
(
8200
Net profit for the period
(Expressed in thousands of New
c o d e
4000
Operating revenue(note 4、22
and 31)

5000
Operating costs(note 12、20、
23 and 31)
(
5900
Gross profit

Operating expenses(note 10、
20、23 and 31)
6100
Selling expenses
(
6200
General and administrative
expenses
(
6300
Research and development
expenses
(
6450
Expected credit losses
reversed on receivables
(
6000
Total operating
expenses
(
6900
Profit from operations

Non-operating income and
expenses
7100
Interest income(note 23)
7010
Other income(note 23 and
31)
7020
Other gains and losses(note
23 and 31)
7050
Finance costs(note 23)
(
7060
Share of profit of
subsidiaries and associates
(note 4 and 13)

7000
Total non-operating
income and
expenses

7900
Profit before income tax
7950
Income tax(note 4 and 24)
(
8200
Net profit for the period
Taiwan Dollars, Except
2022
Earnings Per Share)
2021

Amount
100
$ 22,912,691

(90)
(20,852,099)

10

2,060,592

(
2 ) (
401,480 )
(
3 ) (
549,607 )
(
3 ) (
753,460 )

-

48

(
8)
(
1,704,499)


2

356,093

-
21,290
-
65,953
-
129,803

-
(
30,803 )

1

181,117


1

367,360

3
723,453

-
(
41,869)


3

681,584
Earnings Per Share)
2021

Amount
100
$ 22,912,691

(90)
(20,852,099)

10

2,060,592

(
2 ) (
401,480 )
(
3 ) (
549,607 )
(
3 ) (
753,460 )

-

48

(
8)
(
1,704,499)


2

356,093

-
21,290
-
65,953
-
129,803

-
(
30,803 )

1

181,117


1

367,360

3
723,453

-
(
41,869)


3

681,584
Earnings Per Share)
2021

Amount
100
$ 22,912,691

(90)
(20,852,099)

10

2,060,592

(
2 ) (
401,480 )
(
3 ) (
549,607 )
(
3 ) (
753,460 )

-

48

(
8)
(
1,704,499)


2

356,093

-
21,290
-
65,953
-
129,803

-
(
30,803 )

1

181,117


1

367,360

3
723,453

-
(
41,869)


3

681,584
Amount
$ 27,899,990

25,034,716)

2,865,274


517,931 )

695,521 )

916,227 )
7,238)

2,136,917)

728,357


35,904
80,929
21,850

82,357 )
134,650

190,976

919,333
173,283)

746,050
Amount
$ 22,912,691

20,852,099)

2,060,592


401,480 )

549,607 )

753,460 )
48

1,704,499)

356,093

21,290
65,953
129,803

30,803 )
181,117

367,360

723,453
41,869)

681,584

(

(
(
(
(
(


(


(

(

(
(
(

(

(


(
100
(91)

9
(
2 )
(
3 )
(
3 )

-
(
8)

1
-
-
1

-

1

2
3

-

3
(Continued)

Brought forward

c o d e
Other comprehensive income
/(loss)
8310
Items that will not be reclassified
subsequently to profit or loss
8311
Remeasurement of defined
benefit plans(note 20)
8316
Unrealized loss on investments
in equity instruments at fair
value through other
comprehensive income
8330
Share of other comprehensive
loss of subsidiaries and
associates accounted for using
the equity method
8360
Items that may be reclassified
subsequently to profit or loss
8361
Exchange differences on
translation of the financial
statements of foreign operations
8370
Share of other comprehensive
loss of subsidiaries and
associates accounted for using
the equity method
8300
Other comprehensive
income/(loss)
8500
Total comprehensive income

Profit, attributable to:
8610
Profit, attributable to owners
of parent
8620
Profit, attributable to
non-controlling interests
8600



Profit, attributable to:

8710
Comprehensive income,
attributable to owners of parent
8720
Comprehensive income,
attributable to non-controlling
interests
8700

Earnings per share(note 25)

9750
Basic earnings per share

9850
Diluted earnings per share
2022
-

1
-
1


-


2


5

3


-


3

5


-


5


2021
Amount
$ 8,337
368,248
275
233,369
595

610,824

$ 1,356,874

$ 664,683
81,367

$ 746,050

$ 1,275,507
81,367

$ 1,356,874

$ 1.70
$ 1.59
Amount
$ 3,527 )
2,038,535
64

63,871 )
3,032)

1,968,169

$ 2,649,753

$ 679,793
1,791

$ 681,584

$ 2,647,962

1,791

$ 2,649,753

$ 1.89
$ 1.69














(
(
(










-
9
-

-

-

9
12
3

-

3
12

-
12

The accompanying notes are an integral part of the consolidated financial statements.

Chairman: Hong-wen Chen General Manager: Rong-chang Li Accounting Supervisor: Zhi-hong Lin

GEMTEK TECHNOLOGY CO., LTD

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the Years Ended December 31,2022and 2021

(Expressed in thousands of New Taiwan Dollars)

code
A1
BALANCE AT JANUARY 1, 2021

Appropriation of 2020 earnings
B1
Legal reserve
B3
Special reserve
B5
Cash dividends of share holder
Subtotal

D1
Net profit for the year ended December 31,
2021
D3
Other comprehensive loss for the year ended
December 31, 2021
D5
Total comprehensive income/(loss) for the
year ended December 31, 2021
I1
corporate bond converted to ordinary shares

M3
Disposals of subsidiaries

N1
Issuance of restricted share plan for
employees
O1
Changes of non-controlling interest

Q1
Disposal of investments in equity instruments
at fair value through other comprehensive
income
T1
Share-based payment expenses

Z1
BALANCE AT DECEMBER 31, 2021

Appropriation of 2021 earnings
B1
Legal reserve

B3
Special reserve

B5
Cash dividends to shareholders

Total

C7
Changes
in
subsidiaries
and
associates
recognized using the equity method
M7
Changes in ownership of the Equity of
subsidiaries
D1
Net profit for the year ended December 31,
2022
D3
Other comprehensive loss for the year ended
December 31, 2022
D5
Total comprehensive income/(loss) for the
year ended December 31, 2022
L1
Buy-back of treasury shares

L3
Cancelation of treasury shares

M3
Disposals of subsidiaries

I1
Convertible bonds converted to ordinary
shares
N1
Cancelation of restricted share plan for
employees
O1
Changes of non-controlling interest
Share Capital(note 21 and 26)

Advance Receipts
forShare Capital
$ -

-
-

-


-

-


-


-


44,798




-


-


-


-


44,798

-
-

-


-


-


-

-

-


-


-


-


-

(
44,798)


-


-


Capital Surplus
(note 4、18 and 21)
$ 4,606,007

-
-

-


-

-


-


-


204,666


(8,691)

(
2,690)


-


-


-


4,441,626

-
-

-


-


131,860


14,269

-

-


-


-

(
119,913)


-


510,856


4,367


-
Retained Earnings(note21)
Legal Reserve
Special Reserve
Unappropriated
Earnings
$ 750,939
$ 559,574
$ 1,273,304

20,119
-
(
20,119 )
-
183,614
(
183,614 )
-

-

-

20,119

183,614
(
203,733)

-

-

679,793

-

-
(
3,463)

-

-

676,330

-

-

-

-

-

-

-

-

-

-

-
(
21,339)

-

-
(
21,339)

-

-

-

878,269

1,305,902

696,971

65,499
-
(
65,499 )
-
(
1,110,264 )
1,110,264
-

-
(
607,738)

65,499
(
1,110,264)

437,027

-

-
(
216)

-

-

-

-
-
664,683
-

-

8,612

-

-

673,295

-

-

-

-

-
(
83,779)

-

-
(
34)

-

-

-

-

-

-

-

-

-
Retained Earnings(note21)
Legal Reserve
Special Reserve
Unappropriated
Earnings
$ 750,939
$ 559,574
$ 1,273,304

20,119
-
(
20,119 )
-
183,614
(
183,614 )
-

-

-

20,119

183,614
(
203,733)

-

-

679,793

-

-
(
3,463)

-

-

676,330

-

-

-

-

-

-

-

-

-

-

-
(
21,339)

-

-
(
21,339)

-

-

-

878,269

1,305,902

696,971

65,499
-
(
65,499 )
-
(
1,110,264 )
1,110,264
-

-
(
607,738)

65,499
(
1,110,264)

437,027

-

-
(
216)

-

-

-

-
-
664,683
-

-

8,612

-

-

673,295

-

-

-

-

-
(
83,779)

-

-
(
34)

-

-

-

-

-

-

-

-

-
Retained Earnings(note21)
Legal Reserve
Special Reserve
Unappropriated
Earnings
$ 750,939
$ 559,574
$ 1,273,304

20,119
-
(
20,119 )
-
183,614
(
183,614 )
-

-

-

20,119

183,614
(
203,733)

-

-

679,793

-

-
(
3,463)

-

-

676,330

-

-

-

-

-

-

-

-

-

-

-
(
21,339)

-

-
(
21,339)

-

-

-

878,269

1,305,902

696,971

65,499
-
(
65,499 )
-
(
1,110,264 )
1,110,264
-

-
(
607,738)

65,499
(
1,110,264)

437,027

-

-
(
216)

-

-

-

-
-
664,683
-

-

8,612

-

-

673,295

-

-

-

-

-
(
83,779)

-

-
(
34)

-

-

-

-

-

-

-

-

-
Other Equity(note 4and 21) Other Equity(note 4and 21) Other Equity(note 4and 21) Total
$ 1,381,726)

-
-
-

-

-

1,971,632

1,971,632

-

-

4,530

21,339

21,339

45,298

661,073

-
-
-

-

220

-

-
602,212

602,212

-

-

35

-


2,662)

-

Treasury Shares
$ -

-
-

-


-

-


-


-


-


-


-


-


-


-


-

-
-

-


-


-


-

-

-


-

(
307,112)


307,112


-


-


-


-

Non-controlling
equity (note 21 and
27)
$ 132

-
-

-


-

1,791


-


1,791


-


-


-


-


-


-


225,994

-
-

-


-


-


-

81,367

-


81,367


-


-


-


-


-

(
1,541)
Total Equity
Shares(in
thousand)
357,591

-
-
-

-

-

-

-

8,712



184)

-

-

-

366,119


-

-
-

-

-

-

-
-

-

-


10,342)

-

39,040


171)

-
CommonStock
$ 3,575,905

-
-

-


-

-


-


-


87,123



(
1,840)


-


-


-


3,661,188

-
-

-


-


-


-

-

-


-


-

(
103,420)


-


390,402

(
1,705)


-
Legal Reserve
$ 750,939

20,119
-
-

20,119

-

-

-

-

-

-

-

-

-

878,269

65,499
-

-

65,499

-

-

-
-

-

-

-

-

-

-

-
Special Reserve
$ 559,574

-

183,614


-


183,614

-


-


-


-


-


-


-


-


-


1,305,902

-

(
1,110,264 )

-

(
1,110,264)


-


-

-

-


-


-


-


-


-


-


-
Exchange
Differences on
Translation of the
Financial
Statements of
ForeignOperation
($ 514,953)


-

-

-


-

-

(
66,903)

(
66,903)


-


-


-


-


-


-

(
581,856)


-
-

-


-


4


-

-

233,964


233,964


-


-


1


-


-


-

Unrealized
Valuation
Gain/(Loss) on
Financial Assets at
Fair Value
Through Other
Comprehensive
Income
($ 790,948)

-
-

-


-

-


2,038,535


2,038,535


-


-


-


21,339


21,339


-


1,268,926

-
-

-


-


216


-

-

368,248


368,248


-


-


34


-


-


-
Unearned
Employee
Compensation
$ 75,825)

-
-
-

-

-

-

-

-

-

4,530

-

-

45,298


25,997)

-
-
-

-

-

-

-
-

-

-

-

-

-


2,662)

-







(













(


(







(











(


(





















(








(











(






































(

(










(
(

(
(




(
(


(

(

(




(
(


(




(
(






(












(






















(










(










(
(





















(


















(



























(












(
(




(




(
$ 9,384,135
-
-
-
-
681,584
1,968,169
2,649,753
336,587
(8,691)
-
-
-
45,298
11,915,821
-
-

607,738)

607,738)
131,864
14,269
746,050
610,824
1,356,874

307,112)
-
1
856,460
-

1,541)
Q1
Disposal of investments in equity instruments
at fair value through other comprehensive
income

-

-

-

-

T1
Share-based payment expenses

-

-

-

-

Z1
BALANCE AT DECEMBER 31, 2022

394,646
$ 3,946,465
$ -
$ 4,983,065

The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Hong-wen Chen General Manager: Rong-chang Li Accounting Supervisor: Zhi-hong Lin
-

-

$ 943,768
-

-

$ 195,638
4,912

-

$ 1,728,176
(
-
(
-

$ 347,887)

4,912)

-

$ 1,632,512
(
-
(
19,964

$ 8,695)

4,912)

19,964

$ 1,275,930
-

-

$ -
-

-

$ 305,820
-
19,964

$ 13,378,862

GEMTEK TECHNOLOGY CO., LTD

Parent Company and Subsidiaries Statements of Cash Flows For the Years Ended December 31,2022 and 2021

(Expressed in thousands of New Taiwan Dollars)

code
CASH FLOWS FROM OPERATING
ACTIVITIES
A00010
Income before income tax

A20010
Adjustments for:
A20100
Depreciation expense

A20200
Amortization expense

A20300
Expected credit losses reversed
on receivables
expense
A20400
Net (gain)/loss on fair value changes
of financial [assets/liabilities] at fair
value through profit or loss
A20900
Finance costs

A21200
Interest income

A21300
Dividend income

A21900
Share-based payment expenses

A22300
Share of profit of subsidiaries and
associates
A22500
Gain on disposal of property, plant
and equipment
A23100
Gain on disposal of associates

A23700
Write-down of inventories

A24100
Net loss on foreign currency
exchange
A30000
Changes in operating assets and liabilities
A31115
financial assets at fair value through
profit or loss
A31130
Notes receivable
A31140
Notes receivable from related parties
A31150
Accounts receivable

A31160
Accounts receivable from related
parties
A31180
Other receivables

A31200
Inventories

A31240
Other current assets

A31990
Prepaid pension

A32125
Contract liabilities

A32150
Accounts payable

A32160
Accounts payable to related parties
2022
$ 919,333

433,725

131,441

7,238

15,715

82,357

(
35,904 )

(
5,801 )

20,135

(
134,650 )

6,313

(
3,140 )

15,092

172,928


248,608

-
-

(
3,377,355 )

137,618

79,362

(
724,958 )

(
8,424 )

(
10,412 )

13,169

3,069,041

(
4,896 )
2021
$ 723,453
369,327
105,618
(
48 )
(
31,797 )
30,803
(
21,290 )
(
4,812 )
45,298
(
181,117 )
4,601
(
187,819 )
26,493
29,091
41,312
43,732
11,250
(
534,077 )
(
89,683 )
(
58,510 )
311,581
69,951
1,384
33,581
(
1,696,546 )
197,502
(Continued)

Brought Forward

C o d e
A32180
Other payables

A32230
Other current liabilities

A33000
Cash used in operations

A33100
Interest received

A33200
Dividends received

A33300
Interest paid

A33500
Income tax paid

AAAA
Net cash used in operating activities


CASH FLOWS FROM INVESTING ACTIVITIES
B00010
Purchase of financial assets at fair value
through other comprehensive income
B00020
Proceeds from sale of financial assets at
fair value through other
comprehensive income
B01800
Acquisition of investments accounted for
using equity method
B01900
Proceeds from investments accounted for
using equity method
B00050
Gain from Sale of Amortized Cost
Financial Assets
B02200
Net cashinflowfrom acquisition of
subsidiaries (note 27)
B02700
Acquisition of property, plant and
equipment
B02800
Proceeds from disposal of property,
plant and equipment
B03700
Increase in refundable deposit

B04500
Acquisition of intangible assets

B06700
Increase in other non-current assets

B09900
Acquisition of Dividend from affiliated
company
BBBB
Net cashused ininvesting activities
CASH FLOWS FROM FINANCING ACTIVITIES
C00100
Increase short-term borrowings

C01300
Redemption of Bonds

C04020
Repayment of the principal portion of
lease liabilities
C04300
Increase in other non-current liabilities
C04500
Cash dividends paid

C04900
Payments for buy-back of ordinary
shares
C05800
Changes in non-controlling interests

CCCC
Net cash generated from financing
activities
DDDD Effect of exchange rate changes on cash and
cash equivalents
EEEE NET DECREASE IN CASH AND
CASH EQUIVALENTS (
266,307 )
(
649,442 )
E00100 CASH AND CASH EQUIVALENTS AT
THE BEGINNING OF THE YEAR 1,275,808
1,925,250
E00200 CASH AND CASH EQUIVALENTS AT
THE END OF THE YEAR $ 1,009,501
$ 1,275,808

The accompanying notes are an integral part of the consolidated financial statements. Chairman: Hong-wen Chen General Manager: Rong-chang Li Accounting Supervisor: Zhi-hong Lin

Attachment D. 2022 Profit Distribution Table

Gemtek Technology Co., Ltd. 2022 Profit Distribution Table

Unit: NT$
Item Amount
2021 Undistributed retained earnings 1,133,996,527
2022 Profit after tax 664,682,709
Less: Adjusted retained earnings from Investments
Accounted for Using Equity Method
250,318
Less: Debit retained earnings for Canceled Treasury Stock 83,779,279
Add: Recognized retained earningsfrom remeasurement of
Defined Benefit Plans
8,612,150
Add:Transfer accumulated profit or loss to retained earnings
for the disposal of equity investment instruments measured
at fair value through other comprehensive income
4,912,957
Adjusted unappropriated retained earnings from current
profit after tax and extraordinary items
594,178,219
Less: Legal Capital Reserve (10%) 59,417,822
Profit available for distribution for the current period 1,668,756,924
Shareholder dividend (NT$1.5/share) 591,711,716
Undistributed retained earnings for the year end 1,077,045,208

Note 1: The dividend payout ratio was calculated based on 394,530,477 outstanding common shares of the company as of March 13, 2023, excluding 56,000 shares of restricted employee stock that were redeemed due to capital reduction. The total number of common shares participating in this dividend distribution is 394,474,477.

Chairman: Hong-wen Chen

General Manager: Rong-chang Li

Accounting Supervisor: Zhi-hong Lin

39