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Gemtek Technology Co., Ltd. — AGM Information 2023
Sep 20, 2023
52434_rns_2023-09-20_dde023d5-41c8-49af-9f99-2f9b6cbff92d.pdf
AGM Information
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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
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(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.
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(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.
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(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:
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(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.
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(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:
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(1) The Board has adopted the Proposal for Distribution of 2022 Profits in accordance with the Company Act and Articles of Incorporation.
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(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.
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(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.
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(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:
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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.
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II.The proposed plan for the issuance of Employee Restricted Stock Awards is as follows:
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(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.
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(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.
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Vesting conditions:
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(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.
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(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:
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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.
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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.
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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.
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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
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therefore lose their qualification to receive restricted stocks for that year.
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(3) The proportions of the restricted stocks that employees are entitled to receive on each fiscal year's vesting date is as follows:
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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.
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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.
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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.
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The type of shares that have been issued are the common stocks of the company.
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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:
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Qualification criteria for employees:
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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.
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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.
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(V) Calculated expense amount, Dilution of the Company's earnings per share (EPS), and Other matters affecting shareholder's equity:
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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.
- 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
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(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)
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(2) Fixed broadband xDSL and G.FAST Ultra-wideband product development
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(3) Whole home WiFi with Easy Mesh development
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(4) Advanced WiFi 6/6e AP, Repeater,and Mesh development
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(5) Enterprise-grade WiFi platform development
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(6) WiFi 7 AP prototype development
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(7) Cost-effective and Advanced LTE client device development, including Cat 20, Cat 12, Cat6, Cat4, CBRS
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(8) 3GPP based CIOT client device and LGA module development (including Cat 1, Cat-M1, NB-IOT)
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(9) Cost effective 5G NR FR1 IDU/ODU CPE development
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(10) Easy installtion and cost effective 5G NR FR1+ FR2 ODU CPE development
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(11) 28/39G mmwave smart antenna phase array system platform development
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(12) 5G NR smallcell and core network platform development
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(13) Cost effective 5G NR smallcell development for sharedband CBRS
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(14) Scalable Phased Array Antenna Development for LEO application ka/ku-band
III. 2022 Business Policies
1. Marketing Strategy
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(1) Strengthen existing customer relationships and develop new customers.
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(2) Launch new products according to market trends with new technical specifications.
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(3) Identify market demands and strengthen the ability to collect market information.
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(4) Satisfy market demands and expand business operations in emerging markets.
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(5) Build good rapport with new clients and seek new business opportunities.
2. Production Policy
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(1) Strictly control the production process and increase the utilization rate of production capacity.
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(2) Strictly select suppliers that meet cost effectiveness and integrate resources to pursue profitability.
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(3) Track the lead time and quality of key manufacturing components. Keenly identify changes in supply, demand and prices.
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(4) Adjust capital expenditures based on the condition of the industry.
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(5) Introduce automated and optimized production systems to increase production efficiency.
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(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:
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(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.
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(2) Fixed Broadband Network connection related products, which includes telecommunication integration (VoIP, VDSL, G.fast, GPON, Setup Box etc.) and fiber-optic network products.
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(3) Telecommication modules and services.
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(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:
- 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.
- 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.
- 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:
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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.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on 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.
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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.
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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 代 碼 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) |
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$ 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:
-
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.
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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.
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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:
-
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.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on 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.
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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.
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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