AI assistant
GSC — Annual Report 2022
Nov 14, 2022
52060_rns_2022-11-14_cfb21f46-ec21-4d87-b854-e0659b857ee6.pdf
Annual Report
Open in viewerOpens in your device viewer
Stock Code: 2406
Gigastorage Corporation and Subsidiaries
Consolidated Financial Statements and Independent Auditor’s Report For the Years Ended December 31, 2022 and 2021
Address: No. 3, Industrial 1st Road, Hukou Township, Hsinchu County TEL: (03)598-5510
---------------------------------------------------------------------For the convenience of readers and for information purpose only, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.
- 1 -
§Table of Contents§
| Number of notes | ||||||
|---|---|---|---|---|---|---|
| to financial | ||||||
| Item | Page | statements | ||||
| 1. | Cover | 1 | - | |||
| 2. | Table | of Contents | 2 | - | ||
| 3. | Representation Letter | 3 | - | |||
| 4. | Independent Auditor’s Report | 4 – 8 | - | |||
| 5. | Consolidated Balance Sheet | 9 | - | |||
| 6. | Consolidated Comprehensive |
Income | 10 – 11 | - | ||
| Statement | ||||||
| 7. | Consolidated Statement of Changes | in | 12 | - | ||
| Shareholders’ Equity | ||||||
| 8. | Consolidated Cash Flow Statement | 13 – 16 | - | |||
| 9. | Notes | to Consolidated Financial Statements | ||||
| (1) | Company History | 17 | 1 | |||
| (2) | Date and Procedures for Approval | of | 17 | 2 | ||
| Financial Statements | ||||||
| (3) | Application of New and | Revised | 17 – 20 | 3 | ||
| Standards and Interpretation | ||||||
| (4) | Summary of Significant Accounting | 20 – 46 | 4 | |||
| Policies | ||||||
| (5) | Significant Accounting Judgments and | 46 – 47 | 5 | |||
| Estimations, and Main Sources | of | |||||
| Assumption Uncertainties | ||||||
| (6) | Summary of Significant Accounting | 47 – 117 | 6-33 | |||
| Items | ||||||
| (7) | Related Party Transactions | 117 – 123 | 34 | |||
| (8) | Pledged Assets | 123 | 35 | |||
| (9) | Significant Contingent Liabilities and | 123 – 125 | 36 | |||
| Unrecognized Contract Commitments | ||||||
| (10) | Significant Disaster Loss | - | - | |||
| (11) | Significant Subsequent Events | - | - | |||
| (12) | Others | 125 – 126 | 37–38 | |||
| (13) | Additional Disclosure | |||||
| 1. Information on Significant |
127 | 39 | ||||
| Transactions | ||||||
| 2. Information on Invested Enterprises | 127 | 39 | ||||
| 3. Information on Investment |
in | 127 – 128 | 39 | |||
| Mainland China | ||||||
| 4. Information on Major Shareholders | 128 | 39 | ||||
| (14) | Segment Information | 128 – 130 | 40 |
- 2 -
REPRESENTATION LETTER
For the fiscal year of 2022 (From January 1 to December 31, 2022), the entities which should be included in the consolidated financial statements of Gigastorage Corporation pursuant to the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” are the same as those that should be included in the consolidated financial statements of the parent and subsidiaries pursuant to the International Financial Reporting Standards 10, and relevant information to be disclosed in the consolidated financial statements of affiliates has already been disclosed in the consolidated financial statements of the parent and subsidiaries. Therefore, the Gigastorage Corporation and subsidiaries do not prepare separate set of combined financial statements.
Very truly yours,
GIGASTORAGE CORPORATION By
CHEN, CHI-MING Chairman
March 31, 2023
- 3 -
Independent Auditor’s Report
To the Board of Directors and Shareholders Gigastorage Corporation:
Audit Opinion
We have audited the consolidated balance sheet of Gigastorage Corporation and its subsidiaries as of December 31, 2022 and 2021, and the consolidated comprehensive income statements, consolidated statement of changes in shareholders’ equity, consolidated cash flow statements, and notes to the consolidated financial statements (including significant accounting policies) for the years then ended.
In our opinion, based on our audits and the reports of other independent auditors (please refer to the Other Matters paragraph), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Gigastorage Corporation and its subsidiaries as of December 31, 2022 and 2021, and its consolidated financial performance and cash flows for the years ended December 31 2022 and 2021, in accordance with the Regulations Governing the Preparation of Financial Report by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, and IFRIC Interpretations and SIC Interpretations endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis of Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the responsibilities of auditors for the audit of the consolidated financial statements. We are independent of Gigastorage Corporation and its subsidiaries in accordance with the Code of Professional Ethics for Certified Public Accountants, and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the reports of other independent auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
- 4 -
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the 2022 consolidated financial statements of Gigastorage Corporation and its subsidiaries. These matters were addressed in the content of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide separate opinions on those matters.
Key audit matters of the 2022 consolidated financial statements of Gigastorage Corporation and its subsidiaries were as follows:
Authenticity of Revenues
The sales revenues of Gigastorage Corporation and its subsidiaries are mainly from the sales of solar conductive plasma and solar silicon accessories. The sales revenues from specific clients and products changed significantly in 2022 (see Note 23), and, therefore, we have included the authenticity of the aforementioned revenues as a key audit matter.
We have performed the following key audit procedures:
-
We assessed the effectiveness of the design and implementation of internal control practices related to sales transactions by understanding the related internal control systems and operating procedures related to the sales transaction cycle.
-
To confirm the authenticity of revenue, we selected samples from the sales details, reviewed the original customer orders, shipping documents or export declarations and sales invoices, and examined whether there were any abnormalities in the receivable collections and the customers to whom the sales were made.
Other Matters
The financial statements of certain equity-method investees have not been audited by us, but by other independent auditors. Therefore, of our opinions on the consolidated financial statements referred to above, the amounts included in the financial statements were based on the audit reports of other independent auditors. As of December 31, 2022 and 2021, the above-mentioned investments under the equity method amounted to NT$1,353,212 thousand and NT$1,236,914 thousand, or 8.83% and 8.37% of total assets, respectively; The share of the above profits (losses) recognized under the equity method amounted to NT$(18,426) thousand and NT$1,898 thousand, or 3.88% and (0.72)% of net loss before tax, respectively for the years ended December 31, 2022 and 2021.
The financial statements of certain subsidiaries included in the consolidated financial statements of Gigastorage Corporation prepared in accordance with different financial reporting framework have not been audited by us, but have been audited by other independent auditors in accordance with different auditing standards. The financial statements of the aforementioned companies have been converted into adjusted financial statements that conform to the
- 5 -
Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, and IFRIC Interpretations, SIC Interpretations endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and we have performed the requisite audit procedures. Therefore, of our opinions on the consolidated financial statements referred to above, the amounts included in the financial statements were based on the audit reports of other independent auditors and the result of additional audit procedures performed in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and relevant provisions of auditing standards of the Republic of China. As of December 31, 2022 and 2021, the companies above had a total asset of NT$31,905 thousand and NT$26,911 thousand, representing 0.21% and 0.18% of the consolidated total assets, respectively. The operating revenues for the years ended December 31, 2022 and 2021 were NT$0 and NT$0, representing 0% and 0% of consolidated operating revenues, respectively.
Gigastorage Corporation has prepared its parent company only financial statements for the years ended December 31, 2022 and 2021, and we have issued an unqualified audit opinion with the other matters paragraph on record for reference.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
The responsibility of management is to prepare fairly presented consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, IFRIC interpretations, SIC interpretations endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and maintain necessary internal control related to the preparation of consolidation of financial statements in order to ensure material misstatement caused by fraud or error does not exist in the consolidated financial statements.
In preparing the consolidated financial statements, the management is also responsible for assessing the ability of Gigastorage Corporation and its subsidiaries as a going concern, disclosing as applicable, matters related to a going concern and using the going concern basis of accounting. Unless the management either intends to liquidate Gigastorage Corporation and its subsidiaries or to cease operations, or has no other realistic alternative but to do so.
Those in charge of corporate governance (including the Audit Committee) are responsible for overseeing the reporting process of the financial statements of Gigastorage Corporation and its subsidiaries.
- 6 -
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. Misstatements are considered material, individually or in 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 Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also performed the following tasks:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error; Design, and perform countermeasures for assessed risks; And obtain evidence that is sufficient and appropriate to provide a basis of audit opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain 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 internal control effective in Gigastorage Corporation and its subsidiaries.
-
Evaluate the appropriateness of accounting policies and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude the appropriateness of the use of the going concern basis of accounting by the management, and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Gigastorage Corporation and its subsidiaries to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosure is inappropriate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause Gigastorage Corporation and its subsidiaries to cease as a going concern.
-
Evaluate the overall presentation, structure, and content of the consolidated financial statements (including related notes), whether the consolidated financial statements
-
7 -
represent the underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient and appropriate audit evidence regarding the financial information or the entities or business activities of the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of Group, and forming the audit opinion on the Group.
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 in charge of governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to affect our independence, and other matters (including related protective measures).
From the matters communicated with those in charge of corporate governance, we determine those matters that were of most significance in the audit of the 2022 consolidated financial statements of Gigastorage Corporation and its subsidiaries and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditor’s report are Huang, Yu-Feng and Chang, Ya-Yun.
Deloitte & Touche Taipei, Taiwan Republic of China
March 31, 2023
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
- 8 -
Gigastorage Corporation and Subsidiaries Consolidated Balance Sheet
December 31, 2022 and 2021
Unit: NTD thousands
==> picture [1078 x 469] intentionally omitted <==
----- Start of picture text -----
December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021
Code Assets Amount % Amount % Code Liabilities and equity Amount % Amount %
Current assets Current liabilities
1100 Cash and cash equivalents (Notes 4 and 6) $ 3,009,768 20 $ 3,027,142 21 2100 Short-term borrowings (Notes 18 and 35) $ 860,134 6 $ 2,369,937 16
1140 Contract assets – current (Notes 4, 23 and 34) 245,518 2 189,595 1 2110 Short-term notes and bills payable (Notes 18
1150 Notes receivable, net (Notes 4, 9, 18 and 35) 663,016 4 276,999 2 and 35) 179,343 1 199,338 2
1170 Accounts receivable, net (Notes 4, 9 and 23) 816,589 5 1,127,463 8 2126 Financial liabilities for hedging (Notes 10 and
1180 Accounts payable – related party, net (Notes 4, 33) 446,977 3 560,853 4
9, 23 and 34) 38,704 - 135,703 1 2150 Notes payable 17,403 - 15,070 -
1200 Other receivables (Notes 4 and 9) 30,409 - 25,675 - 2170 Accounts payable 295,798 2 161,565 1
1210 Other receivables – related party (Notes 4, 9 2180 Accounts payable – related party (Note 34) - - 8 -
and 34) 20,458 - 1,879 - 2200 Other payables (Note 20) 389,402 3 305,178 2
1220 Current income tax assets (Notes 4 and 25) 19,577 - 17,522 - 2220 Other payables – related party (Note 34) 398 - 1,660 -
130X Inventories (Notes 4 and 10) 1,130,130 8 1,331,762 9 2230 Current income tax liabilities (Notes 4 and 25) 11,410 - 24,051 -
1410 Prepayments (Note 17) 637,369 4 942,691 6 2280 Lease liabilities – current (Notes 4 and 14) 22,604 - 19,903 -
1460 Proceeds from disposal of non-current assets 2321 Corporate bonds payable – current portion
held for sale (Notes 4 and 29) 20,521 - 19,128 - (Note 19) 339,406 2 - -
1476 Other financial assets (Note 35) 86,495 1 75,296 1 2322 Long-term borrowings due within one year
1479 Other current assets (Notes 17 and 35) 41,819 - 38,658 - (Notes 18 and 35) 385,567 2 487,677 3
11XX Total current assets 6,760,373 44 7,209,513 49 2399 Other current liabilities (Notes 20, 23 and 34) 96,888 1 331,403 2
21XX Total current liabilities 3,045,330 20 4,476,643 30
Non-current assets
1510 Financial assets at fair value through profit or Non-current liabilities
loss – non-current (Notes 4 and 7) 33,560 - 38,281 - 2530 Corporate bonds payable (Note 19) - - 335,058 2
1517 Financial assets at fair value through other 2540 Long-term borrowings (Notes 18 and 35) 2,027,277 13 2,364,175 16
comprehensive income – non-current 2572 Deferred tax liabilities (Notes 4 and 25) 39,430 - 30,356 -
(Notes 4 and 8) 344,243 2 513,308 4 2580 Lease liabilities – non-current (Notes 4 and 14) 106,179 1 119,180 1
1550 Investments accounted for using the equity 2640 Net defined benefit liabilities – non-current
method (Notes 4 and 12) 1,475,709 10 1,352,365 9 (Notes 4 and 21) 14,147 - 25,748 -
1600 Property, plant and equipment (Notes 4, 13, 34 2645 Deposits received 85,670 1 85,202 1
and 35) 4,917,637 32 4,114,623 28 25XX Total non-current liabilities 2,272,703 15 2,959,719 20
1755 Right-of-use assets (Notes 4 and 14) 179,305 1 190,351 1
1760 Investment property (Notes 4 and 15) 94,560 1 110,807 1 2XXX Total liabilities 5,318,033 35 7,436,362 50
1780 Intangible assets (Notes 4 and 16) 407,512 3 412,600 3
1840 Deferred tax assets (Notes 4 and 25) 172,677 1 179,197 1 Equity attributable to shareholders of the Company
1980 Other financial assets – non-current (Note 35) 118,544 1 23,385 - (Notes 4, 22, 27 and 30)
1990 Other non-current assets (Notes 17 and 35) 825,150 5 628,137 4 Capital stock
15XX Total non-current assets 8,568,897 56 7,563,054 51 3110 Ordinary shares 3,509,057 23 2,859,057 19
3200 Capital surplus 1,490,493 10 498,574 4
Retained earnings
3310 Legal reserve 14,689 - 14,689 -
3320 Special reserve 155,982 1 155,982 1
3350 Accumulated loss ( 680,196 ) ( 5 ) ( 533,647 ) ( 3 )
3400 Other equity ( 165,911 ) ( 1 ) ( 100,090 ) ( 1 )
31XX Total shareholders’ equity of the company 4,324,114 28 2,894,565 20
36XX Non-controlling interests (Notes 4, 22 and 32) 5,687,123 37 4,441,640 30
3XXX Total equity 10,011,237 65 7,336,205 50
1XXX Total assets $ 15,329,270 100 $ 14,772,567 100 Total liabilities and equity $ 15,329,270 100 $ 14,772,567 100
----- End of picture text -----
The accompanying notes are an integral part of the consolidated financial statements. (Please refer to the audit report dated March 31, 2023 issued by Deloitte and Touche)
Chairperson: Chen, Chi-Ming
Managerial officer: Chen, Chi-Ming
Accounting officer: Tsai, Jyh- Pyng
- 9 -
Gigastorage Corporation and Subsidiaries
Consolidated Comprehensive Income Statement
January 1 to December 31, 2022 and 2021
(In thousand NT$, but Earnings per share is in NT$)
==> picture [443 x 32] intentionally omitted <==
----- Start of picture text -----
2022 2021
Code Amount % Amount %
4000 Net operating revenue (Notes 4, 23
----- End of picture text -----
| and 34) 5000 Operating costs (Notes 10, 24 and 34) 5900 Operating gross profits 5910 Unrealized profits on sales ( 5950 Realized operating gross profits Operating expenses (Notes 9, 16 and 24) 6100 Marketing expenses 6200 Administration expenses 6300 R&D expenses 6450 Expected credit impairment loss (reversal gain) 6000 Total 6500 Net other income and expenses (Note 36) 6900 Net operating loss ( Non-operating income and expenses 7100 Interest income (Notes 24 and 34) 7010 Other income (Notes 24, 29 and 34) 7020 Other gains and losses (Notes 13, 17, 19 and 24) ( 7050 Financial costs (Notes 10, 24 and 34) ( 7060 Share of profits or losses of associates and joint ventures accounted for using the equity method (Notes 4 and 12) ( 7000 Total ( 7900 Net loss before tax ( 7950 Income tax expense (Notes 4 and 25) ( 8200 Net loss for the year ( |
$ 6,731,111 6,060,376 670,735 7,447) 663,288 229,686 465,188 328,727 90,784 1,114,385 - 451,097) ( 9,368 70,070 11,693 ) 86,051 ) ( 6,015) 24,321) 475,418 ) ( 55,872) ( 531,290) ( |
100 90 10 - ( 10 4 7 5 1 ( 17 - 7) ( - 1 - ( 1 ) ( - - ( 7 ) ( 1) ( 8) ( |
$ 8,347,818 7,683,909 663,909 14,022) 649,887 257,653 435,586 318,943 5,222) 1,006,960 254,805 102,268) ( 4,261 101,553 164,920 ) ( 105,281 ) ( 1,941 162,446) ( 264,714 ) ( 8,943) 273,657) ( |
100 92 8 - 8 3 5 4 - 12 3 1) - 1 2 ) 1 ) - 2) 3 ) - 3) |
|---|---|---|---|---|
(Continued on next page)
- 10 -
(Continued from previous page)
==> picture [443 x 540] intentionally omitted <==
----- Start of picture text -----
2022 2021
Code Amount % Amount %
Other comprehensive income
8310 Items not to be reclassified as
profit or loss:
8311 Remeasurement of
defined benefit plan $ 11,767 - $ 344 -
8316 Unrealized gains or losses
on investments in
equity instruments
measured at fair value
through other
comprehensive income ( 171,305 ) ( 2 ) 255,121 3
8320 Share of other
comprehensive income
of associates and joint
ventures accounted for
using the equity
method ( 42 ) - - -
8360 Items that may be reclassified
subsequently to profit or
loss:
8361 Exchange differences on
translation of financial
statements of foreign
operations 28,793 - ( 65,437 ) ( 1 )
8399 Income tax related to
items that may be
- -
reclassified (Note 25) ( 4,358 ) 10,908
8300 Other comprehensive
income for the year
(net after tax) ( 135,145 ) ( 2 ) 200,936 2
8500 Total comprehensive income for the
year ( $ 666,435 ) ( 10 ) ( $ 72,721 ) ( 1 )
Net income (loss) attributable to:
8610 Shareholders of the company ( $ 154,537 ) ( 2 ) $ 24,796 -
8620 Non-controlling interests ( 376,753 ) ( 6 ) ( 298,453 ) ( 3 )
8600 ( $ 531,290 ) ( 8 ) ( $ 273,657 ) ( 3 )
Total comprehensive income
attributable to:
8710 Shareholders of the company ( $ 212,358 ) ( 3 ) $ 110,745 1
8720 Non-controlling interests ( 454,077 ) ( 7 ) ( 183,466 ) ( 2 )
8700 ( $ 666,435 ) ( 10 ) ( $ 72,721 ) ( 1 )
Earnings (loss) per share (Note 26)
9750 Basic ( $ 0.45 ) $ 0.09
9850 Diluted ( $ 0.45 ) $ 0.09
----- End of picture text -----
The accompanying notes are an integral part of the consolidated financial statements. (Please refer to the audit report dated March 31, 2023 issued by Deloitte and Touche)
Chairperson: Chen Chi-Ming Managerial officer: Chen, Chi-Ming Accounting officer: Tsai, Jyh- Pyng
- 11 -
Gigastorage Corporation and Subsidiaries
Consolidated Statement of Changes in Shareholders’ Equity
January 1 to December 31, 2022 and 2021
Units: NTD thousands, unless otherwise stated
==> picture [1067 x 581] intentionally omitted <==
----- Start of picture text -----
Equity attributable to shareholders of the Company
Other equity
Unrealized gains
Exchange (losses) on financial
differences on assets at fair value
Capital stock translation of through other
Number of shares Retained earnings financial statements comprehensive Non-controlling
Code (in thousands) Amount Capital surplus Legal reserve Special reserve Accumulated loss of foreign operations income Total interests Total equity
A1 Balance as of January 1, 2021 285,906 $ 2,859,057 $ 250,109 $ 14,689 $ 155,982 ( $ 571,686 ) ( $ 97,324 ) ( $ 75,723 ) $ 2,535,104 $ 3,323,577 $ 5,858,681
O1 Cash dividends to shareholders of subsidiaries - - - - - - - - - ( 77,887 ) ( 77,887 )
D1 Net income (loss) for 2021 - - - - - 24,796 - - 24,796 ( 298,453 ) ( 273,657 )
D3 Other comprehensive income after tax for 2021 - - - - - ( 1,025 ) ( 25,841 ) 112,815 85,949 114,987 200,936
D5 Total comprehensive income for 2021 - - - - - 23,771 ( 25,841 ) 112,815 110,745 ( 183,466 ) ( 72,721 )
M5 Differences between equity price and carrying
amount arising from acquisition or disposal
of subsidiaries (Note 30) - - 26,481 - - - 152 ( 109 ) 26,524 17,628 44,152
M7 Changes in ownership interest in subsidiaries
(Notes 22 and 30) - - 204,909 - - - 208 - 205,117 1,323,945 1,529,062
N1 Subsidiary share based payment transactions - - 16,545 - - - - - 16,545 24,412 40,957
C7 Changes in associates and joint ventures
recognized under the equity method - - 530 - - - - - 530 13,431 13,961
Q1 Disposal of equity instruments at fair value
through other comprehensive income - - - - - 14,268 - ( 14,268 ) - - -
Z1 Balance as of December 31, 2021 285,906 2,859,057 498,574 14,689 155,982 ( 533,647 ) ( 122,805 ) 22,715 2,894,565 4,441,640 7,336,205
D1 Net loss for 2022 - - - - - ( 154,537 ) - - ( 154,537 ) ( 376,753 ) ( 531,290 )
D3 Other comprehensive income after tax for 2022 - - - - - 6,580 9,481 ( 73,882 ) ( 57,821 ) ( 77,324 ) ( 135,145 )
D5 Total comprehensive income for 2022 - - - - - ( 147,957 ) 9,481 ( 73,882 ) ( 212,358 ) ( 454,077 ) ( 666,435 )
E1 Cash capital increase 65,000 650,000 975,000 - - - - - 1,625,000 - 1,625,000
M5 Differences between equity price and carrying
amount arising from acquisition or disposal
of subsidiaries (Note 30) - - 34,149 - - - 1,132 ( 1,190 ) 34,091 42,885 76,976
M7 Changes in ownership interest in subsidiaries
(Notes 22 and 30) - - ( 31,118 ) - - - 46 - ( 31,072 ) 1,571,936 1,540,864
C7 Changes in associates and joint ventures
recognized under the equity method - - ( 43 ) - - - - - ( 43 ) ( 42 ) ( 85 )
N1 Share-based payment transactions - - 146 - - - - - 146 - 146
N1 Subsidiary share based payment transactions - - 13,785 - - - - - 13,785 36,882 50,667
O1 Non-controlling interests - - - - - - - - - 47,899 47,899
Q1 Disposal of equity instruments at fair value
through other comprehensive income - - - - - 1,408 - ( 1,408 ) - - -
Z1 Balance as of December 31, 2022 350,906 $ 3,509,057 $ 1,490,493 $ 14,689 $ 155,982 ( $ 680,196 ) ( $ 112,146 ) ( $ 53,765 ) $ 4,324,114 $ 5,687,123 $ 10,011,237
----- End of picture text -----
The accompanying notes are an integral part of the consolidated financial statements. (Please refer to the audit report dated March 31, 2023 issued by Deloitte and Touche)
Chairperson: Chen Chi-Ming
Managerial officer: Chen, Chi-Ming
Accounting officer: Tsai, Jyh- Pyng
- 12 -
Gigastorage Corporation and Subsidiaries
Consolidated Cash Flow Statement
January 1 to December 31, 2022 and 2021
Unit: NTD thousands
==> picture [440 x 25] intentionally omitted <==
----- Start of picture text -----
Code 2022 2021
Cash flow from operating activities:
----- End of picture text -----
| A10000 | Net loss before tax | ($ | 475,418) | ($ | 264,714) |
|---|---|---|---|---|---|
| A20000 | Adjustments: | ||||
| A20010 | Income or expenses having no | ||||
| effect on cash flows: | |||||
| A20100 | Depreciation expense | 307,234 | 318,478 | ||
| A20200 | Amortization expense | ||||
| (including amortization | |||||
| of other non-current | |||||
| assets) | 13,582 | 12,190 | |||
| A20300 | Expected credit impairment | ||||
| losses (reversal gains) | 90,784 | ( | 5,222 ) | ||
| A20400 | Net gain on financial assets | ||||
| and liabilities at fair value | |||||
| through profit or loss | ( | 21,099 ) | ( | 3,171 ) | |
| A20900 | Financial costs | 86,051 | 105,281 | ||
| A21200 | Interest income | ( | 9,368 ) | ( | 4,261 ) |
| A21300 | Dividend income | ( | 2,470 ) | ( | 2,107 ) |
| A21900 | Share-based remuneration | ||||
| costs | 50,813 | 40,957 | |||
| A22300 | Share of associates and joint | ||||
| ventures accounted for | |||||
| using the equity method | 6,015 | ( | 1,941 ) | ||
| A22500 | Loss from disposal of | ||||
| property, plant and | |||||
| equipment | 5,995 | 30,129 | |||
| A23200 | Gain on disposal of | ||||
| investment accounted for | |||||
| using the equity method | ( | 374 ) | - | ||
| A23700 | Impairment loss on | ||||
| non-financial assets | 84,310 | 147 | |||
| A23800 | Loss on decline in value of | ||||
| inventories (reversal | |||||
| gain) | ( | 15,021 ) | 13,702 | ||
| A23900 | Unrealized profits in | ||||
| associate companies | 7,447 | 14,022 | |||
| A24100 | Net foreign currency | ||||
| exchange gain (loss) | ( | 133,339 ) | 44,791 | ||
| A24200 | Loss on repurchase of | ||||
| corporate bonds | - | 24,861 |
(Continued on next page)
- 13 -
(Continued from previous page)
==> picture [440 x 24] intentionally omitted <==
----- Start of picture text -----
Code 2022 2021
A29900 Leasehold modification gain ($ 13 ) $ -
----- End of picture text -----
| Code A29900 |
Leasehold modification gain | ($ | 2022 13 ) |
$ | 2021 - |
|---|---|---|---|---|---|
| A29900 | Gain on reversal of | ||||
| anticipated litigation | |||||
| damages (Note 36) | - | ( | 254,805 ) | ||
| A29900 | Loss on disposal of | ||||
| subsidiaries | 3,165 | 9 | |||
| A29900 | Intangible assets transferred | ||||
| to expenses | 118 | - | |||
| A30000 | Net changes in assets/liabilities | ||||
| related to operating activities. | |||||
| A31125 | Contract assets | ( | 55,923) | ( | 11,047) |
| A31130 | Notes receivables | ( | 386,017) | 453,929 | |
| A31150 | Accounts receivables | 217,707 | 662,481 | ||
| A31160 | Accounts receivable – | ||||
| related party | 96,999 | ( | 39,809 ) | ||
| A31180 | Other receivables | ( | 6,224 ) | 19,934 | |
| A31190 | Other receivables – related | ||||
| party | ( | 2,324 ) | 276 | ||
| A31200 | Inventories | 101,483 | 72,561 | ||
| A31230 | Prepayments | 266,097 | ( | 263,296 ) | |
| A31240 | Other current assets | ( | 3,175) | ( | 11,434) |
| A32130 | Notes payable | 2,333 | ( | 120 ) | |
| A32150 | Accounts payable | 135,547 | 9,443 | ||
| A32160 | Accounts payable – related | ||||
| party | ( | 8 ) | ( | 1,697 ) | |
| A32180 | Other payables | 40,561 | ( | 353,243 ) | |
| A32190 | Other payables – related | ||||
| party | 1,173 | ( | 1,366 ) | ||
| A32230 | Other current liabilities | ( | 234,515 ) | 117,497 | |
| A32240 | Net defined benefit | ||||
| liabilities | 166 | ( | 1,835) | ||
| A33000 | Cash arising from operations | 172,292 | 720,620 | ||
| A33100 | Interests received | 7,860 | 4,263 | ||
| A33500 | Income tax paid | ( | 59,332) | ( | 36,128) |
| AAAA | Net cash inflow from operating | ||||
| activities | 120,820 | 688,755 | |||
| Cash flow from investment activities: | |||||
| B00010 | Acquisition of financial assets | ||||
| measured at fair value through | |||||
| other comprehensive income | ( | 87,059 ) | ( | 5,000 ) | |
| B00020 | Disposal of financial assets measured | ||||
| at fair value through other | |||||
| comprehensive income | 4,027 | 89,149 |
(Continued on next page)
- 14 -
(Continued from previous page)
==> picture [440 x 24] intentionally omitted <==
----- Start of picture text -----
Code 2022 2021
B00100 Acquisition of Financial assets at fair
----- End of picture text -----
| Code B00100 |
Acquisition of Financial assets at fair | 2022 | 2021 | |||
|---|---|---|---|---|---|---|
| value through profit or loss | ( $ | 46,015 ) |
$ | - |
||
| B00200 | Disposal of Financial assets at fair | |||||
| value through profit or loss | 71,835 | 115,892 | ||||
| B01800 | Acquisition of investment accounted | |||||
| for using the equity method | ( | 120,958 ) | ( | 265,350 ) | ||
| B01900 | Disposal of investment accounted for | |||||
| using the equity method | 48,300 | - | ||||
| B02200 | Acquisition of subsidiary (Note 28) | 47,843 | - | |||
| B02700 | Acquisition of property, plant and | |||||
| equipment | ( | 1,421,945 ) | ( | 749,147 ) | ||
| B02800 | Disposal of property, plant and | |||||
| equipment | 38,245 | 12,364 | ||||
| B03800 | Decrease in refundable deposits | 104,021 | 405,700 | |||
| B04500 | Acquisition of intangible assets | ( | 8,449 ) | ( | 597 ) | |
| B06500 | Increase in other financial assets | ( | 107,878 ) | ( | 34,572 ) | |
| B06800 | Decrease in other non-current assets | 9,115 | 13,075 | |||
| B07600 | Dividends received | 20,187 | 18,600 | |||
| BBBB | Net cash outflow from | |||||
| investment activities | ( | 1,448,731) | ( | 399,886) | ||
| Cash flow from financing activities: | ||||||
| C00200 | Decrease in short-term borrowings | ( | 1,514,406) | ( | 772,928) | |
| C00500 | Increase in short-term notes and bills | |||||
| payable | - | 199,315 | ||||
| C00600 | Decrease in short term notes and bills | |||||
| payable | ( | 23,447 ) | - | |||
| C01300 | Repayment of corporate bonds | - | ( | 1,472,065 ) | ||
| C01600 | Borrowing of long-term loans | 2,022,560 | 1,227,105 | |||
| C01700 | Repayment of long-term loans | ( | 2,426,550 ) | ( | 537,985 ) | |
| C03100 | Increase in deposits received | 468 | 81,182 | |||
| C04020 | Repayment of lease liability principal | ( | 20,462) | ( | 11,538) | |
| C04600 | Cash capital increase | 1,625,000 | - | |||
| C05400 | Acquisition of equity in subsidiaries | |||||
| (Note 30) | ( | 4,531 ) | - | |||
| C05500 | Disposal of equity in subsidiaries | |||||
| (Note 30) | 81,507 | 44,152 | ||||
| C05600 | Interests paid | ( | 89,468 ) | ( | 108,710 ) | |
| C05800 | Payment of cash dividends from | |||||
| non-controlling interests | - | ( | 77,887 ) | |||
| C05800 | Change in non-controlling interests | |||||
| (Note 30) | 1,540,864 | 1,524,265 | ||||
| C09900 | Other financing activities | - | ( | 4,951) | ||
| CCCC | Net cash inflow from financing | |||||
| activities | 1,191,535 | 89,955 |
(Continued on next page)
- 15 -
(Continued from previous page)
==> picture [440 x 154] intentionally omitted <==
----- Start of picture text -----
Code 2022 2021
DDDD Effect of exchange rate changes on cash
and cash equivalents $ 119,002 ( $ 45,246 )
EEEE Net increase (decrease) in cash and cash
equivalents ( 17,374 ) 333,578
E00100 Balance of cash and cash equivalents at the
beginning of the year 3,027,142 2,693,564
E00200 Balance of cash and cash equivalents at the
end of the year $ 3,009,768 $ 3,027,142
----- End of picture text -----
The accompanying notes are an integral part of the consolidated financial statements. (Please refer to the audit report dated March 31, 2023 issued by Deloitte and Touche)
Chairperson: Chen Chi-Ming
Managerial officer: Accounting officer: Chen, Chi-Ming Tsai, Jyh- Pyng
- 16 -
Gigastorage Corporation and Subsidiaries
Notes to Consolidated Financial Statements
January 1 to December 31, 2022 and 2021
(Units: NTD thousands, unless otherwise stated)
1. Company History
Gigastorage Corporation (hereinafter referred to as the “Company”) was established on March 26, 1997 and began operations on December 1, 1997. The Company is engaged in the manufacturing of computers and peripherals, international trade, manufacturing and reproduction of data storage media, manufacturing and trading of electronic materials, components and silicon wafers, energy technology services, and non-public power generation. The Company’s shares are listed and traded on Taiwan Stock Exchange.
The consolidated financial statements are presented in NTD, the functional currency of the Company.
The Company and its subsidiaries are hereinafter collectively referred to as the Consolidated Company.
2. Date and Procedures for Approval of Consolidated Financial Statements
The consolidated financial statements were approved by the board of directors on March 30, 2023.
3. Application of New and Revised Standards and Interpretation
- (1) First-time application of International Financial Reporting Standards (“IFRS”), International Accounting Standards (“IAS”), IFRIC Interpretations (“IFRICs”) and SIC Interpretations (“SICs”) endorsed by the Financial Supervisory Commission of the Republic of China (“FSC”) and issued to be effective. (hereinafter referred to as “IFRSs”)
The adoption of the IFRSs endorsed and issued into effect by the FSC will not result in significant changes in the Consolidated Company’s accounting policies.
- (2) IFRSs endorsed by the FSC and applicable in 2023.
New/Revised/Amended Standards and Effective date of IASB Interpretations publication Amendment to IAS 1 “Disclosure of Accounting January 1, 2023 (Note 1) Policies” Amendment to IAS 8 “Definition of Accounting January 1, 2023 (Note 2) Estimates” Amendment to IAS 12 “Deferred Tax Relating to January 1, 2023 (Note 3) Assets and Liabilities Arising from a Single Transaction”
-
17 -
-
Note 1: This amendment will be applicable for annual reporting periods beginning after January 1, 2023.
-
Note 2: This amendment applies to changes in accounting estimates and changes in accounting policies that occur in annual reporting periods beginning after January 1, 2023.
-
Note 3: Other than the recognition of deferred tax on temporary differences in lease and decommissioning obligations on January 1, 2022, the amendment applies to transactions occurring after January 1, 2022.
-
The Consolidated Company will continue to evaluate the effect of the
-
amendment to other IFRSs on the financial positions and performance of the Consolidated Company to the date the consolidated financial statements are approved and released, and will make appropriate disclosure after the evaluation.
-
(3) The IFRSs released by the IASB but not yet endorsed and issued into effect by the FSC.
==> picture [387 x 37] intentionally omitted <==
----- Start of picture text -----
New/Revised/Amended Standards and Effective date of IASB
Interpretations publication (Note 1)
Amendment to IFRS 10 and IAS 28, “Sale or Undecided
----- End of picture text -----
| New/Revised/Amended Standards and Interpretations Amendment to IFRS 10 and IAS 28, “Sale or |
Effective date of IASB publication (Note 1) Undecided |
|---|---|
| Contribution of Assets between an Investor and its | |
| Associate or Joint Venture” | |
| Amendments to IFRS 16, “Lease Liability in a Sale | January 1, 2024 (Note 2) |
| and Leaseback” | |
| IFRS 17 “Insurance Contracts” | January 1, 2023 |
| Amendment to IFRS 17 | January 1, 2023 |
| Amendment to IFRS 17 “Initial Application of IFRS | January 1, 2023 |
| 17 and IFRS 9 – Comparative Information” | |
| Amendments to IAS 1 “Classification of Liabilities | January 1, 2024 |
| as Current or Non-current” | |
| Amendments to IAS 1 “Non-current Liabilities with | January 1, 2024 |
| Covenants” |
Note 1: Unless otherwise stated, the aforementioned new/amended/revised standards or interpretation are effective for annual reporting periods beginning after the respective dates.
-
Note 2: The seller and lessee shall apply the amendments to IFRS 16 retrospectively to the sale and leaseback carried out after the date of initial application of IFRS 16.
-
18 -
-
Amendment to IFRS 10 and IAS 28, “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture”
The amendment provides that if the Consolidated Company sells or contributes an asset to an associate (or joint venture), or if the Consolidated Company loses control of a subsidiary but retains significant influence (or joint control) over the subsidiary, the Consolidated Company shall recognize all of the gains or losses from such transactions if the aforementioned asset or subsidiary meets the definition of “business” in “business merger” under IFRS 3.
In addition, if the Consolidated Company sells or contributes an asset to an associate (or joint venture), or if the Consolidated Company loses control of a subsidiary but retains significant influence (or joint control) over the subsidiary, the Consolidated Company shall recognize gains and losses from such transactions only to the extent that they are not related to the investor’s interest in the associate (or joint venture), i.e. they are eliminated to the extent of the Consolidated Company’s share of such gains and losses if the aforementioned asset or subsidiary does not meet the definition of “business” in “business merger” under IFRS 3.
- Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” (amendments in 2020) and Amendments to IAS 1 “Non-current Liabilities with Covenants” (amendments in 2022)
The amendments in 2020 aims to clarify whether a liability is classified as non-current; The Consolidated Company should assess whether it has the right to defer settlement at the end of the reporting period for at least 12 months after the reporting period. If the Consolidated Company has such a right as of the end of the reporting period, the liability is classified as non-current whether or not the Consolidated Company exercises its right to defer settlement of a liability.
The amendments in 2020 also clarify that if the Consolidated Company is required to comply with certain conditions in order to have the right to defer settlement of a liability. The Consolidated Company must have complied with specific conditions as of the end of the reporting period, even if the lender tests whether the Consolidated Company has complied with those conditions at a later date. The amendments in 2022 further clarify that only the terms of the
- 19 -
contracts to be observed before the end of the reporting period affect the classification of liabilities. Although the terms of the contracts to be observed within 12 months after the reporting period do not affect the classification of liabilities, relevant information shall be disclosed to enable users of financial reports to understand the risk that the Consolidated Company may not be able to comply with the terms of the contracts and shall make repayments within 12 months after the reporting period.
As per the amendments in 2020, to classify liabilities, the above settlement refers to the transfer to the counterparty of cash, other economic resources or equity instruments of the Consolidated Company that results in the extinguishment of the liability. However, if the terms of the liability may result in transferring the Consolidated Company’s equity instruments at the option of the counterparty, and if the option is separately recognized in equity in accordance with IAS 32, “Financial Instruments: Presentation,” the above-mentioned provisions do not affect the classification of the liability.
In addition to the above effects, the Consolidated Company will continue to evaluate the effect of the amendment to other IFRSs on the financial positions and performance of the Consolidated Company to the date the consolidated financial statements are approved and released, and will make appropriate disclosure after the evaluation.
4. Summary of Significant Accounting Policies
- (1) Compliance statement
Except the Financial Instruments measured at fair value and the Net Defined Benefit Liabilities which calculated by the present value of defined benefit obligation minus the fair value of plan assets, the consolidated financial statements are prepared in accordance with historical cost basis.
- (2) Basis of preparation
The consolidated financial statements were prepared in accordance with the Regulations Governing the Preparation of Financial Statements by Securities Issuers. The evaluation of fair value could be classified into Level 1 to Level 3 by the observable intensity and importance of the related input value:
-
Level 1 input value: refers to the quotation of the same asset or liability in an active market as of the evaluation (before adjustment).
-
20 -
-
Level 2 input value: refers to the direct (the price) or indirect (inference of price) observable input value of asset or liability further to the quotation of Level 1.
-
Level 3 input value: the unobservable input value of asset or liability.
-
(3) Standards in differentiating current and non-current assets and liabilities
- Current assets include:
-
Assets held primarily for trading purposes;
-
Assets expected to be realized within 12 months of the balance sheet date; and
-
Cash and cash equivalents (excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the balance sheet date).
- Current liabilities include:
-
Liabilities held primarily for trading purposes;
-
Liabilities due for settlement within 12 months after the balance sheet date (current liabilities even if a long-term refinancing or rescheduling agreement is completed after the balance sheet date and before the financial statements are authorized for issuance), and
-
Liabilities whose settlement deadline cannot be unconditionally deferred until at least 12 months after the balance sheet date. If the terms of the liability, at the option of the counterparty, result in the settlement of the liability by the issuance of equity instruments, the classification is not affected.
-
Those that are not current assets or liabilities above are classified as non-current
-
assets or liabilities.
-
(4) Basis of consolidation
Principles for the Preparation of Consolidated Statements
The consolidated financial statements include the financial statements of the Company and entities controlled by the Company (subsidiaries). The consolidated comprehensive income statements include the operating profits or losses of the acquired or disposed subsidiaries for the period from the date of acquisition or up to the date of disposal. The subsidiaries’ financial statements have been properly adjusted to make the accounting policies consistent with the accounting policies of the Consolidated Company. In preparing the consolidated financial statements, all inter-company transactions, account balances, gains and losses have been eliminated. The total comprehensive income of the subsidiaries is attributable to shareholders of
- 21 -
the Company and non-controlling interests, even if the non-controlling interests become a loss balance as a result.
When a change in the Consolidated Company’s ownership interest in a subsidiary does not result in a loss of control, it is treated as an equity transaction. The carrying amounts of the Consolidated Company and non-controlling interests have been adjusted to reflect the changes in their relative interests in subsidiaries. The difference between the adjustment of the non-controlling interests and the fair value of the consideration paid or received is recognized directly in equity attributable to shareholders of the Company.
When the Consolidated Company loses control over a subsidiary, the gain or loss on disposal is the difference between (1) the aggregate of the fair value of the consideration received and the fair value of the remaining investment in the subsidiary at the date of loss of control, and (2) the aggregate of the assets (including goodwill) and liabilities and non-controlling interests of the subsidiary at the carrying amount at the date of loss of control. All amounts recognized in other comprehensive income related to the subsidiary are accounted for on the same basis as if the Consolidated Company had directly disposed of the related assets or liabilities.
Subsidiaries Included in Consolidated Financial Statements
Entities covered by the consolidated financial statements are as follows:
==> picture [389 x 34] intentionally omitted <==
----- Start of picture text -----
Shareholding percentage
December 31, December 31,
Investor name Subsidiary name Principal business 2022 2021
The Company Global Acetech Co., Ltd. Solar Energy Related Business 99.99% 99.99%
----- End of picture text -----
| The Company | Global Acetech Co., Ltd. | Solar Energy Related | Business | 99.99% | 99.99% |
|---|---|---|---|---|---|
| (Note 13) | |||||
| Giga Solar Materials | Precision chemical |
materials, |
38.07% | 39.15% | |
| Corporation (Note 6) | industrial plastic products | ||||
| Ho Mi Specialty Materials | Precision chemical materials | 92.57% | 92.57% | ||
| Corporation | |||||
| Wafering Technology | Solar Energy Related | Business | 100.00% | 100.00% | |
| Corporation | |||||
| Ri Fa Green Power Co., Ltd. | Solar Energy Related | Business | 60.00% | - | |
| (Note 15) | |||||
| Wafering Technology | Giga Solar Materials | Precision chemical |
materials, |
0.29% | 0.66% |
| Corporation | Corporation (Note 6) | industrial plastic products | |||
| Hua Hsu Silicon Materials | Manufacturing of | metal wire | - | 0.03% | |
| Co., Ltd. (formerly known | products, manufacturing of | ||||
| as Giga Diamond Materials | electronic components, trading | ||||
| Corporation) (Notes 2, 3, | and other related businesses | ||||
| 10, 11 and 12) | |||||
| Giga Solar Materials | Green Energy Electrode Inc. | Manufacturing and trading of | 52.81% | 48.39% | |
| Corporation | (Note 1, 3 and 16) | energy materials | |||
| Giga Solar Materials | General investment | 100.00% | 100.00% | ||
| Corporation (Mauritius) | |||||
| Whole Sun Green Power Co., | Solar Energy Related | Business | 100.00% | 100.00% | |
| Ltd. |
(Continued on next page)
- 22 -
(Continued from previous page)
==> picture [387 x 35] intentionally omitted <==
----- Start of picture text -----
Shareholding percentage
2022 2021
Investor name Subsidiary name Principal business December 31 December 31
Giga Solar Materials Hua Hsu Silicon Materials Manufacturing of metal wire 34.23% 32.05%
----- End of picture text -----
| Investor name Giga Solar Materials |
Subsidiary name Hua Hsu Silicon Materials |
Principal business Manufacturing of metal wire |
Principal business Manufacturing of metal wire |
2022 December 31 34.23% |
2021 December 31 32.05% |
|---|---|---|---|---|---|
| Corporation | Co., Ltd. (formerly known | products, manufacturing of | |||
| as Giga Diamond Materials | electronic components, trading | ||||
| Corporation) (Notes 2, 3, | and other related businesses | ||||
| 10, 11 and 12) | |||||
| Prosperous China Inc. (Notes | General investment | - | 100.00% | ||
| 7 and 19) | |||||
| Nantong Exojet Technology | Manufacturing and sales | of thick | - | 100.00% | |
| Co., Ltd. | film materials for | passive | |||
| (Notes 7 and 18) | components | ||||
| Prosperous China Inc. | Shanghai Exojet Electronic | Manufacturing and sales | of thick | - | 100.00% |
| Materials Co., Ltd. (Notes 7 | film materials for | passive | |||
| and 14) | components | ||||
| Green Energy Electrode | Green Energy Electrode, | General investment | 100.00% | 100.00% | |
| Inc. | Inc.(Samoa) (Note 8) | ||||
| Chongqing Xincai New | Lithium battery |
material | - | - | |
| Material Technology Co., | manufacturing, research and | ||||
| Ltd. (Note 21) | development, and lithium-ion | ||||
| battery technology |
|||||
| development and consulting | |||||
| services | |||||
| Green Energy Electrode, | Yancheng Green Energy | Lithium battery |
material | 100.00% | 100.00% |
| Inc.(Samoa) | Electrode Crop. | manufacturing, research and | |||
| (Note 8) | development, and lithium-ion | ||||
| battery technology |
|||||
| development and consulting | |||||
| services | |||||
| Giga Solar Materials | Suzhou Giga Solar Materials | Photovoltaic process testing and | 100.00% | 100.00% | |
| Corporation | Corporation | technical services, etc. | |||
| (Mauritius) | |||||
| Yancheng Giga Solar | Photovoltaic process testing and | 100.00% | 100.00% | ||
| Materials Corporation | technical services, etc. | ||||
| Whole Sun Green Power | Eiwa Electric Power Co., Inc. | Solar Energy Related Business | 100.00% | 100.00% | |
| Co., Ltd. | |||||
| Wisdom Field Limited | General investment | 100.00% | 100.00% | ||
| (Samoa) | |||||
| Godo Kaisha Best Solar | Solar Energy Related Business | (Note 4) | (Note 4) | ||
| Godo Kaisha Chiba 1 | Solar Energy Related Business | (Note 4) | (Note 4) | ||
| (Notes 9 and 20) | |||||
| Godo Kaisha Merchant | Solar Energy Related Business | (Note 4) | (Note 4) | ||
| Energy NO.8 | |||||
| Wisdom Field Limited | Merchant Energy PTE., | General investment | 87% | 87.65% | |
| (Samoa) | Ltd.(Note 17) | ||||
| Merchant Energy PTE., | Sunshine Solar Power | Solar Energy Related Business | 39.93% | 39.93% | |
| Ltd. | Generation Co., Inc. | ||||
| (Note 5) | |||||
| Hua Hsu Silicon | Giga Diamond Materials | General investment | 100.00% | 100.00% | |
| Materials Co., Ltd. | Corporation (Seychelles) | ||||
| (formerly known as | |||||
| Giga Diamond | |||||
| Materials Corporation) | |||||
| (Note 2) | |||||
| Hua Hsu Optotech Co., Ltd. | Wafer surface treatment, silicon | - | 100.00% | ||
| (Notes 10 and 12) | processing, silicon materials | ||||
| for solar energy, |
OEM | ||||
| business, etc. | |||||
| Giga Diamond Materials | Yancheng Giga Diamond | Manufacturing and sale | of wire | 100.00% | 100.00% |
| Corporation | Materials Corporation | materials, etc. | |||
| (Seychelles) |
The significant changes in consolidated entities are described below:
Note 1: The board of directors of Green Energy Electrode Inc., in March 2021, resolved a decision to issue 13,000 thousand new shares for cash capital increase at NT$17 per share. As the Consolidated Company did not
- 23 -
subscribe in proportion to the shareholding, the shareholding dropped from 50.39% to 48.39%.
-
Note 2: Giga Diamond Materials Corporation was renamed Hua Hsu Silicon Materials Co., Ltd. in June 2022 and completed the change registration on July 11, 2022.
-
Note 3: Although the Consolidated Company does not hold more than 50% of the voting rights in Green Energy Electrode Inc. and Hua Hsu Silicon Materials Co., Ltd., the Consolidated Company included them in the consolidated entities after considering the absolute number, relative size and distribution of voting rights held by other shareholders and judging that the Consolidated Company has the substantial ability to direct the relevant activities of the entities.
-
Note 4: Whole Sun Green Power Co., Ltd. invested in Godo Kaisha Best Solar, Godo Kaisha Chiba 1 and Godo Kaisha Merchant Energy No.8 under the TK-GK structure of Japan; Although not holding voting rights, the economic beneficial rights granted to the Consolidated Company according to the contracts are 95%, 100% and 100% respectively, and the Consolidated Company was given the right to be consulted in advance for major decisions. Therefore, they are included in the consolidated entities.
-
Note 5: Although the Consolidated Company does not hold more than 50% of the voting rights in Sunshine Solar Power Generation Co., Inc., but has a significant economic benefit interest, it is therefore included in the consolidated entities.
-
Note 6: Due to a total of 206 thousand shares of Giga Solar Materials Corporation were sold by the Company and its subsidiaries from January to December 2021 and the capital increase of the company on June 29, 2021, the consolidated shareholding ratio decreased from 46.17% to 39.81%. The Company and its subsidiaries also sold a total of 556 thousand shares in Giga Solar Materials Corporation from January to December 2022, and Giga Solar Materials Corporation conducted a cash capital increase and issued 16,000 thousand new shares at NT$115 per share in September 2022. The Consolidated Company did not subscribe in proportion to the shareholding, resulting in a decrease in the consolidated shareholding to 38.36%. Since the remaining shareholdings are widely dispersed, it is
-
24 -
assessed that the Company still has control over Giga Solar Materials Corporation, considering the absolute number, relative size and distribution of voting rights held by other shareholders.
-
Note 7: The subsidiary Giga Solar Materials Corporation acquired its reinvestment businesses Haimen Exojet Technology Co., Ltd. and Prosperous China Inc. and its subsidiary Shanghai Exojet Electronic Materials Co., Ltd. due to the merger of Exojet Technology Corporation on December 25, 2020. Haimen Exojet Technology Co., Ltd. completed the change registration on April 22, 2021 and was renamed Nantong Exojet Technology Co., Ltd.
-
Note 8: Green Energy Electrode Inc. invested US$3.5 million in Yancheng Green Energy Electrode Crop. with the self-owned funds of Green Energy Electrode Inc.(Samoa) as an investment enterprise in the third region approved by the Investment Committee of the Ministry of Economic Affairs in April 2021, and the investment has completed.
-
Note 9: In July 2021, the board of directors of Whole Sun Green Power Co., Ltd. decided to increase the investment in Godo Kaisha Chiba 1. The investment amount was JPY80 million, and the investment has been completed.
-
Note 10: On July 2021, the board of directors of Hua Hsu Silicon Materials Co., Ltd. decided that in order to strengthen the closer operation with Hua Hsu Optotech Co., Ltd. to improve synergy, it planned to issue new shares and pay cash to the shareholders of Hua Hsu Optotech Co., Ltd. for share conversion and acquire 100% of the shares of Hua Hsu Silicon Materials Co., Ltd. The record date was October 1, 2021. After the share conversion, the Consolidated Company’s shareholding decreased from 35.35% to 32.08%.
-
Note 11: In October 2021 and December 2021, the board of directors of Hua Hsu Silicon Materials Co., Ltd. resolved to reduce its capital to make up for losses and issue new shares. The book-close dates for capital reduction and capital increase were January 13, 2022 and February 23, 2022 respectively, and the Consolidated Company’s shareholding ratio increased from 32.08% to 34.72% after the capital decrease and increase. Also, subsidiary Wafering Technology Corporation sold the shares in Hua Hsu Silicon Materials Co., Ltd. in March 2022. After the disposal, the Consolidated
-
25 -
Company’s shareholding decreased from 34.72% to 34.69%. In addition, Hua Hsu Silicon Materials Co., Ltd., on June 17, 2022, resolved a decision to issue 2,000 thousand shares of restricted stock awards. The record date for the capital increase was July 31, 2022. After the issuance, the Consolidated Company’s shareholding decreased from 34.69% to 34.01%.
-
Note 12: The board of directors of both Hua Hsu Silicon Materials Co., Ltd. and Hua Hsu Optotech Co., Ltd. adopted a resolution in March 2022 to have Hua Hsu Silicon Materials Co., Ltd. carry out a short-form merger of Hua Hsu Optotech Co., Ltd., with the surviving company as Hua Hsu Silicon Materials Co., Ltd. and Hua Hsu Optotech Co., Ltd. being merged. The merger record date was September 30, 2022, and the merger was completed.
-
Note 13: Global Acetech Co., Ltd. reduced its capital by THB 32,500 thousand in cash on September 1, 2021.
-
Note 14: Shanghai Exojet Electronic Materials Co., Ltd. was dissolved on July 1, 2022 as approved by resolution of the shareholders’ meeting. The liquidation was completed on August 25, 2022, and the registration of the dissolution was completed on September 7, 2022.
-
Note 15: The Company participated in the cash capital increase by Ri Fa Green Power Co., Ltd. on August 5, 2022 and acquired 7,200 thousand ordinary shares. The capital increase record date was August 5, 2022. The Company invested NT$72,000 thousand with the shareholding of 60%. Moreover, the Company participated in the cash capital increase by Ri Fa Green Power Co., Ltd. on November 1, 2022. The capital increase record date was November 1, 2022. The Company invested NT$12,000 thousand with the shareholding of 60%.
-
Note 16: The board of directors of Green Energy Electrode Inc., on October 4, 2022, resolved a decision to issue 10,000 thousand new shares for cash capital increase at NT$36 per share. The capital increase record date was November 23, 2022. After the issuance, the Consolidated Company’s shareholding increased from 48.39% to 52.81%.
-
Note 17: The shareholders’ meeting of Merchant Energy PTE., Ltd. resolved a decision on September 12, 2022 to conduct a cash reduction and returned capital to Wisdom Field Limited (Samoa). The capital was reduced in cash
-
26 -
by US$1,700 thousand, with 1,700 thousand shares canceled, and the registration of the change was completed on October 25, 2022.
-
Note 18: Nantong Exojet Technology Co., Ltd. was dissolved on October 1, 2022 as approved by resolution of the shareholders’ meeting. The liquidation was completed on December 28, 2022.
-
Note 19: Prosperous China Inc. was dissolved on October 27, 2022 as approved by resolution of the shareholders’ meeting. The liquidation was completed on December 29, 2022.
-
Note 20: On February 3, 2022, the board of directors of Whole Sun Green Power Co., Ltd. decided to increase the investment in Godo Kaisha Chiba 1. The investment amount was JPY 1,500 billion, and the investment has been completed.
-
Note 21: Green Energy Electrode Inc. was approved by the Investment Commission, Ministry of Economic Affairs, on January 18, 2023 to invest US$6 million in the establishment of Chongqing Xincai New Material Technology Co., Ltd. in mainland China, and the investment was completed.
-
(5) Business merger
Business merger is accounted for by the acquisition method. Acquisition-related costs are recognized as expenses in the year in which the costs are incurred and the labor services are obtained.
Goodwill is measured as the aggregate of the fair value of the transfer consideration, amount of non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree at the acquisition date over the net amount of the identifiable assets acquired and liabilities assumed at the date acquisition date.
The non-controlling interest in the acquiree that has a current ownership interest in the acquiree and is entitled to a proportionate share of the acquiree’s net assets upon liquidation is measured as its proportionate share of the recognized amount of the acquiree’s identifiable net assets. Other non-controlling interests are measured at fair value.
When the consideration transferred by the Consolidated Company in a business merger includes assets or liabilities arising from a contingent consideration agreement, the contingent consideration is measured at fair value at the acquisition date and is paid as part of the consideration transferred in exchange for the acquiree.
- 27 -
Changes in the fair value of the contingent consideration are adjusted retroactively to the acquisition cost with a corresponding adjustment to goodwill if the change is a measurement period adjustment. Measurement period adjustments are adjustments resulting from obtaining additional information on facts and circumstances existing at the date of acquisition during the “measurement period” (which shall not exceed one year from the date of acquisition).
The subsequent treatment of changes in the fair value of contingent consideration that are not measurement period adjustments will depend on the classification of the contingent consideration. Contingent consideration is measured at fair value on subsequent balance sheet dates, with changes in fair value recognized in profit or loss.
If the measurement of the identifiable assets acquired and liabilities assumed as a result of a business merger is not yet complete, a provisional amount is recognized at the balance sheet date, and retroactive adjustments or additional assets or liabilities are recognized in the measurement period to reflect new information obtained about facts and circumstances existing at the date of acquisition.
(6) Foreign currencies
When each entity prepares its financial report, transactions in currencies other than the entity’s functional currency (foreign currency) shall be converted into functional currency records according to the exchange rate on the transaction date.
Foreign currency monetary items are translated at the closing rate on each balance sheet date. The exchange differences arising from the settlement of monetary items or translating monetary items are recognized in profit or loss in the period in which they occur.
The foreign non-currency items measured at fair value are translated in accordance with the exchange rate on the fair value determination date and the exchange difference is booked as profit or loss in the period. However, for the changes in fair value recognized in other comprehensive income, the exchange difference is recorded in other comprehensive income.
The foreign non-currency items measured at historical cost are translated in accordance with the exchange rate on the transaction date without the need for a retranslation.
Upon preparation of the consolidated financial reports, the assets and liabilities of overseas operating institutions (including the subsidiaries, associates, or joint
- 28 -
(7)
ventures in the countries of business operation or those using currencies different from the Company’s) were converted to New Taiwan dollars based on the exchange rate quoted on every balance sheet date. Income and expense items are translated at the average exchange rate for the period and the exchange differences are booked in other comprehensive income and attributed to shareholders’ equity and non-controlling interests of the Company, respectively. Inventories
Inventory includes raw materials, supplies, finished goods and work-in-process. Inventory is valued in accordance with the lower of cost or net realizable value. When comparing cost and net realizable value, except for the homogeneous inventories, it is based on the itemized lower of cost or net realizable value. Net realizable value refers to the estimated sale price under normal circumstances net of the estimated cost needed to completion and the estimated expenses needed to consummate the sale. The cost of inventory is calculated using the weighted average method.
(8)
Investments in associates and joint ventures
The term “associate” as set forth herein denotes an enterprise which has significant effect upon the Consolidated Company but is not a subsidiary or a joint venture. A joint venture is a joint agreement between the Consolidated Company and another company with joint control and rights to the net assets.
The Consolidated Company adopts the equity method for investment in associates.
Under the equity method, investments in associates and joint ventures are originally recognized at cost; The book value after the acquisition date fluctuates along with the distribution of profit or loss from the associates and joint ventures and other comprehensive income by the Consolidated Company. In addition, changes in equity in associate companies and joint ventures are recognized on a proportional basis to shareholdings.
The excess of the acquisition cost over the Consolidated Company’s share of the net fair value of the identifiable assets and liabilities of the associates and joint ventures at the acquisition date is recorded as goodwill, which is included in the carrying amount of the investment and is not amortized; The excess of the Consolidated Company’s share of the net fair value of the identifiable assets and
- 29 -
liabilities of the associates and joint ventures at the acquisition date over the acquisition cost is recorded as gain or loss for the period.
If the Consolidated Company does not subscribe for new shares of an associate or joint venture in proportion to its shareholding, resulting in a change in the Consolidated Company’s shareholding and an increase or decrease in the net equity of the investment, the increase or decrease is adjusted to capital surplus – change in net worth in associates and joint ventures accounted for using the equity method and investments accounted for using the equity method. However, if the ownership interest in an associate or joint venture is reduced as a result of subscription or acquisition without proportionate shareholding, the amount recognized in other comprehensive income related to the associate or joint venture is reclassified in proportion to the reduction on the same basis as that required for the direct disposal of the related assets or liabilities of the associate or joint venture; If the former adjustment is charged to capital surplus and the balance of capital surplus from investments accounted for using the equity method is insufficient, the difference is charged to retained earnings.
When the Consolidated Company’s share of losses in an associate or joint venture equals or exceeds its equity interest in the associate (including the carrying amount of the associate or joint venture under the equity method and other long-term equity interests that are in substance a component of the Consolidated Company’s net investment in the associate), the Consolidated Company shall cease to recognize further losses. The Consolidated Company recognizes additional losses and liabilities only to the extent that legal obligations, constructive obligations or payments on behalf of associates have been incurred.
The Consolidated Company assesses impairment by comparing the recoverable amount to the carrying amount of an investment as a whole (including goodwill) as a single asset. The impairment loss recognized is not allocated to any asset, including goodwill, that forms part of the carrying amount of the investment. Any reversal of impairment loss can be recognized to the extent that the recoverable amount of the investment subsequently increases.
The Consolidated Company ceases to adopt the equity method from the date its investment ceases to be an associate or joint venture, and its retained equity interest in the associate or joint venture is measured at fair value. The difference between the fair value and the disposal price and the carrying amount of the investment on the
- 30 -
date of cessation of the equity method is recognized in profit or loss for the period. In addition, all amounts recognized in other comprehensive income related to the associate and joint venture are accounted for on the same basis as if the Consolidated Company had directly disposed of the related assets or liabilities and joint ventures. If an investment in associates and joint ventures becomes a joint venture or an investment in joint venture becomes an investment in associates and joint ventures, the Consolidated Company continues to use the equity method without remeasuring the retained equity interest.
Gains or losses from upstream, downstream and side-stream transactions with associates and joint ventures are recognized in the consolidated financial statements only to the extent that they are not related to the Consolidated Company’s equity interest in the associates and joint ventures
(9)
Property, plant and equipment
Property, plant, and equipment shall be recognized based on cost. Subsequent costing shall be measured on the cost net of accumulated depreciations and accumulated impairments.
Except for owned land, which is not depreciated, other property, plant and equipment are depreciated separately over their useful lives on a straight-line basis for each significant component. The Consolidated Company reviews the estimated useful lives, residual values and depreciation methods at least at the end of each year and defers the effect of changes in applicable accounting estimates.
When property, plant and equipment is derecognized, the difference between the net disposal price and the carrying amount of the asset is recognized in profit or loss. (10) Investment property
Investment property refers to real estate held for the purpose of earning rent or capital appreciation or both. Investment property also includes land held for future use that is currently undetermined.
Self-owned investment property is initially measured at cost (including transaction costs) and subsequently measured at cost less accumulated depreciation and accumulated impairment losses.
Investment property is depreciated on a straight-line basis.
When investment property is derecognized, the difference between the net disposal price and the carrying amount of the asset is recognized in profit or loss.
- 31 -
(11) Goodwill
Goodwill acquired through a business merger is measured at cost based on the amount of goodwill recognized on the acquisition date and subsequently measured at cost less accumulated impairment.
For purposes of impairment tests, goodwill is allocated to each cash-generating unit or group of cash-generating units from which the Consolidated Company expects to benefit as a result of the merger.
The cash-generating units to which goodwill is allocated are tested annually (and whenever there is an indication that the units may be impaired) for impairment by comparing the carrying amount of the units that contain goodwill with their recoverable amounts. If goodwill allocated to a cash-generating unit arises from a business merger during the year, the unit should be tested for impairment before the end of the year. If the recoverable amount of a cash-generating unit to which goodwill is allocated is less than its carrying amount, the impairment loss is calculated by first reducing the carrying amount of the allocated goodwill of the cash-generating unit and then reducing the carrying amount of each asset in proportion to the carrying amount of the other assets in the unit. Any impairment loss is recognized directly as loss for the period. Impairment losses attributable to goodwill must not be reversed in subsequent periods.
Upon disposal of an operation within a cash-generating unit to which goodwill is allocated, the amount of goodwill associated with the disposed operation is included in the carrying amount of the operation to determine the disposal gain or loss.
(12) Intangible assets
- Acquired separately
Intangible assets with finite useful lives acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment. Intangible assets are amortized on a straight-line basis over their useful lives. The Consolidated Company reviews the estimated useful lives, residual values and amortization methods at least at the end of each year and defers the effect of changes in applicable accounting estimates. Intangible assets with indefinite useful lives are stated at cost less accumulated impairment.
-
32 -
-
Acquired through business merger
Intangible assets acquired through business merger are recognized at fair value at the acquisition date and separately from goodwill, and are subsequently measured in the same manner as intangible assets acquired separately.
- Derecognition
When intangible assets are derecognized, the difference between the net disposal price and the carrying amount of the assets is recognized in profit or loss for the period.
- (13) Impairment of property, plant and equipment, right-of-use assets, investment property and intangible assets (excluding goodwill)
The Consolidated Company assesses on each balance sheet date whether there is any indication that the property, plant and equipment, right-of-use assets, investment property and intangible assets (excluding goodwill) may have been impaired. If there is any indication of impairment, the recoverable amount of the asset should be estimated. If the recoverable amount of an individual asset cannot be estimated, the Consolidated Company is to estimate the recoverable amount of the respective cash-generating unit. Shared assets are allocated to individual cash-generating units on a reasonably consistent basis.
Intangible assets with indefinite useful lives and not yet available for use are tested for impairment at least annually and whenever there is an indication of impairment.
The recoverable amount is the higher of the fair value less costs to sell and its value in use. When the recoverable amount of an individual asset or a cash-generating unit is less than its carrying amount, the carrying amount of the asset or cash-generating unit should be reduced to its recoverable amount. The impairment loss is recognized in profit or loss.
When the impairment loss is subsequently reversed, the carrying amount of the asset or cash-generating unit is increased to the adjusted recoverable amount, provided that the increased carrying amount does not exceed the carrying amount (net of amortization or depreciation) that would have become if the impairment loss had not been recognized in prior years for that asset or cash-generating unit. Reversal of impairment loss is recognized in profit or loss.
- 33 -
(14) Non-current assets held for sale
The carrying amount of the disposal group is classified as held for sale when it is expected to be recovered primarily through sale transactions rather than through continued use. Disposal groups that meet this classification must be available for immediate sale in their current state and their sale must be highly probable. A sale is considered highly probable when the appropriate level of management is committed to a plan to sell the asset and the sale transaction is expected to close within one year from the date of classification.
If control over a subsidiary is lost upon disposal, all assets and liabilities of the subsidiary are classified as held for sale, regardless of whether a non-controlling interest in the subsidiary is retained after the disposal.
Disposal groups classified as held for sale are measured at the lower of carrying amount or fair value less costs to sell, and depreciation on such assets is discontinued.
- (15) Financial instruments
When the Consolidated Company has become a party to the instrument contract, the financial assets and financial liabilities are to be recognized in the consolidated balance sheet.
For the initial recognition of the financial assets and financial liabilities, if the financial assets or financial liabilities are not measured at fair value through profit or loss, it is measured at fair value plus transaction cost that is directly attributable to the acquisition or issuance of financial assets or financial liabilities. The transaction cost directly attributable to the acquisition or issuance of financial assets or financial liabilities that are measured at fair value through profit or loss is immediately recognized in profit or loss.
- Financial assets
The regular transaction of financial assets is recognized and derecognized in accordance with the trade date accounting.
- (1) Type of measurement
The types of financial assets held by the Consolidated Company are financial assets at fair value through profit or loss, financial assets at amortized cost, and investments in equity instruments at fair value through other comprehensive income.
-
34 -
-
A. Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are financial assets mandatorily measured at fair value through profit or loss.
Financial assets at fair value through profit or loss are measured at fair value, while dividends, interests and gains or losses arising from remeasurement are recognized in other gains and losses. Please refer to Note 33 for the determination of fair value.
- B. Financial assets at amortized cost
The Consolidated Company’s financial assets, if meeting both of the following conditions, are classified as financial assets at amortized cost:
-
a. Financial assets held under a particular mode of operation and the purpose of holding is for the collection of contractual cash flows; And
-
b. The terms of the contracts give rise to cash flows at specified dates that are solely for the payment of principal and interest on the outstanding principal amount.
Financial assets at amortized cost (including cash and cash equivalents, notes receivable at amortized cost, accounts receivable, other receivables, other financial assets, and refundable deposits), after initial recognition, are measured at their total carrying amount determined using the effective interest method, less amortized cost of any impairment loss, with any foreign currency exchange gain or loss recognized in profit or loss.
Interest income is calculated by multiplying the effective interest rate by the total carrying amount of the financial assets, except for the following two cases.
-
a. Interest income on financial assets that are credit-impaired upon acquisition or creation is calculated using the credit-adjusted effective interest rate multiplied by the amortized cost of the financial assets.
-
b. Interest income on financial assets that are not credit-impaired upon acquisition or creation but become credit-impaired subsequently is calculated using the effective interest rate
-
35 -
multiplied by the amortized cost of the financial assets from the next reporting period after the impairment.
Credit-impaired financial assets are those for which the issuer or the debtor has experienced significant financial difficulties, defaulted, or where it is probable that the debtor will declare bankruptcy or other financial reorganization, or where an active market for the financial assets has disappeared due to financial difficulties.
Cash equivalents include time deposits that are highly liquid, readily convertible into fixed amount of cash with minimal risk of changes in value within twelve months from the acquisition date and are used to meet short-term cash commitments.
- C. Investment in equity instruments at fair value through other comprehensive income
The Consolidated Company may make an irrevocable choice at the time of initial recognition for designating the investment of equity instruments not available-for-sale and not recognized by the acquirer under corporate merger and acquisition or with consideration at fair value through other comprehensive income for measurement.
Investment in equity instruments at fair value through other comprehensive income is measured at fair value. Subsequent changes in fair value will be recognized as other comprehensive income and accumulated into other equity. In the disposition of assets, accumulated gains or loss shall be directly transferred to retained earnings without classification as profit or loss.
The dividend of the investment of equity instruments at fair value through other comprehensive income shall be recognized as income when the right of the Consolidated Company in the collection of dividends is ascertained, unless the dividend is obviously representing the recovery of the cost of investment in part.
(2) Impairment of financial assets and contract assets
The Consolidated Company at each balance sheet date assesses the impairment loss of financial assets (including accounts receivable) at amortized cost and contract assets according to the expected credit loss.
- 36 -
An allowance is recognized for losses on accounts receivable and contract assets based on expected credit losses over the life. Other financial assets are first evaluated to determine whether there is a significant increase in credit risk since initial recognition. If there is no significant increase, an allowance for loss is recognized based on the expected credit loss over 12 months, and if there is a significant increase, an allowance for loss is recognized based on the expected credit loss over the duration.
Expected credit loss is a weighted average credit loss based on the risk of default. Expected credit loss in a 12-month period represents the expected credit loss arising from possible defaults of the financial instruments within 12 months after the reporting date, and the ongoing expected credit loss represents the expected credit loss arising from all possible defaults of the financial instruments during the expected life of the financial instruments.
For internal credit risk management purposes, the Consolidated Company, without considering the collateral, determines the following circumstances indicating that a default has occurred on the financial instrument:
-
A. There is internal or external information showing that the debtor has been unable to pay off the debt.
-
B. Payments are overdue for more than 90 days, unless there is reasonable and supporting information showing that the delayed default benchmark is more appropriate.
The carrying amount of all financial assets is reduced through an allowance account
- (3) The derecognition of financial assets
The Consolidated Company has financial assets derecognized only when the contractual rights from the cash flows of a financial asset become invalid or when the financial assets are transferred, and almost all the risks and rewards of the asset ownership have been transferred to other enterprises.
When a particular entry of financial assets measured at amortized cost is removed, the difference between its book value and consideration
- 37 -
shall be recognized as income. When particular equity instruments measured at fair value through comprehensive income are entirely derecognized, the accumulated gains of loss shall be directly transferred to retained earnings without being classified as profit or loss.
- Equity instruments
The equity instruments issued by the Consolidated Company are classified as equity pursuant to the contractual agreements and the definition of equity instruments.
Equity instruments issued by the Consolidated Company are recognized for an amount after deducting the direct issuing cost from the proceeds collected.
-
Financial liabilities
-
(1) Subsequent measurement
All financial liabilities are measured at amortized cost using the effective interest method.
- (2) Derecognition of financial liabilities
When derecognizing financial liabilities, the difference between the carrying amount and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized as profit or loss.
- Convertible corporate bonds
The compound financial instruments (convertible corporate bonds) issued by the Consolidated Company are classified as financial liabilities and equity respectively in the original recognition according to the substance of the contractual agreement and the definition of financial liabilities and equity instruments.
In the original recognition, the fair value of the liability is estimated according to the prevailing market interest rate of a similar non-convertible instrument; Also, it is measured at the amortized cost that is calculated according to the effective interest method before the conversion or maturity date. The liability of an embedded non-equity derivative is measured at fair value.
The conversion right classified as equity is equal to the remaining amount of the fair value of the compound instrument as a whole less the fair value of the separately determined liability component, which is recognized in equity
- 38 -
net of the income tax effect and is not subsequently measured. When the conversion right is exercised, its related liability component and the amount in equity will be transferred to share capital and capital surplus – issue premium. If the conversion right of convertible corporate bonds has not been exercised on the maturity date, the amount recognized in equity will be transferred to capital surplus – issue premium.
Transaction costs related to the issuance of convertible bonds are allocated to the liability (included in the carrying amount of the liability) and the equity component (included in equity) of the instrument in proportion to the total allocation price.
The components of conversion rights contained in convertible bonds issued by the Consolidated Company are classified as derivative financial liabilities if the conversion rights are not settled by exchanging a fixed amount of cash or other financial assets for a fixed number of the Consolidated Company’s own equity instruments.
On initial recognition, the derivative portion of convertible bonds is measured at fair value, and the original carrying amount of the non-derivative portion of financial liabilities is the balance after separation of embedded derivatives. In subsequent periods, non-derivative financial liabilities are measured at amortized cost using the effective interest method and derivative financial liabilities are measured at fair value with changes in fair value recognized in profit or loss. Transaction costs related to the issuance of convertible bonds are allocated to the non-derivative financial liability portion of the instrument (included in the carrying amount of the liability) and the derivative financial liability portion (included in profit or loss) in proportion to their relative fair values.
(16) Hedging instruments
The Consolidated Company uses precious metal borrowing contracts for fair value hedge.
Fair value hedge
Profit or loss on hedging instruments designated and qualifying as fair value hedge and changes in the fair value of the hedged item attributable to the risk being hedged are recognized immediately in profit or loss and are recognized in the
- 39 -
consolidated comprehensive income statement under the line item relating to the hedged item.
The Consolidated Company defers the cessation of hedge accounting only when the hedging relationship no longer meets the requirements for hedge accounting, including when the hedging instrument has expired, been sold, unbundled by contract or exercised.
- (17) Provision for liabilities
The amount recognized as provision for liabilities is the best estimate of the amount required to settle the obligation at the balance sheet date, taking into account the risk and uncertainty of the obligation. The provision for liabilities is measured as the present value of the discounted estimated cash flows to settle the obligation.
- (18) Recognition of revenues
The Consolidated Company, after identifying the performance obligations, had the transaction price amortized to each performance obligation and recognized as income when the performance obligations were fulfilled.
- Merchandise sales revenues
The Consolidated Company recognizes revenue when the promised product is delivered to the customer and the customer obtains control (i.e. the customer’s ability to direct the use of the product and obtain substantially all of the residual benefits of the product), based on the price stated in the contract.
The credit period for goods sold by the Consolidated Company is 30 to 180 days. For most contracts, the accounts receivable are recognized when the control of the goods is transferred and there is the right to unconditionally receive the consideration. Such accounts receivable are usually short term and have no significant financial components.
- Revenues from power plant design and construction projects
For real estate construction contracts in which the real estate is under the control of the customer during the construction process, the Company recognizes revenue gradually over time. Since the cost of construction is directly related to the degree of completion of contractual obligations, the Company measures the progress of completion based on the proportion of the actual cost invested to the expected total cost. The Company recognizes contract assets over time during the construction process and reclassifies them as accounts receivable upon billing. If the amount received exceeds the amount
- 40 -
of revenue recognized, the difference is recognized as a contract liability. The retention money withheld by the customer under the terms of the contract are intended to ensure the Company’s completion of all contractual obligations and are recognized as contract assets until the Company’s performance of the contract is completed.
If the outcome of the performance obligation cannot be measured reliably, revenue is recognized only to the extent that the costs incurred to satisfy the performance obligation are expected to be recovered.
- (19) Lease
The Consolidated Company assesses whether the contract is (or includes) a lease on the effective contract date.
- The Consolidated Company is the lessor
A lease is classified as a capital lease when the terms of the lease transfer substantially all the risks and rewards incidental to the ownership of the asset to the lessee. All other leases are classified as operating leases.
Under operating leases, lease payments, net of lease incentives, are recognized as income on a straight-line basis over the relevant lease period.
- The Consolidated Company is the lessee
Right-of-use assets and lease liabilities are recognized at the lease inception date, except for leases of low-value underlying assets to which the recognition exemption applies and short-term leases for which lease payments are recognized as expenses on a straight-line basis over the lease period.
Right-of-use assets are initially measured at cost (the original measured amount of the lease liability) and subsequently at cost less accumulated depreciation and accumulated impairment loss, adjusted for the remeasurement of the lease liability. The right-of-use assets are expressed separately in the consolidated balance sheet.
The right-of-use assets are depreciated on a straight-line basis over the period starting from the lease inception date to the end of their useful lives or the expiration of the lease period, whichever is sooner.
The lease liability was originally measured at the present value of the lease payments (both fixed and substantively constant payments). If the implicit interest rate of the lease is readily determinable, the lease payments are
- 41 -
discounted using that rate. If that rate is not readily determinable, the lessee’s incremental borrowing rate is used.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method, and interest expense is amortized over the lease period. If a change in the index or rate used to determine lease payments during the lease term results in a change in future lease payments, the Consolidated Company remeasures the lease liability and adjusts the right-of-use asset accordingly. However, if the carrying amount of the right-of-use asset is reduced to zero, the remaining remeasurement amount is recognized in profit or loss. The lease liabilities are expressed separately in the consolidated balance sheet.
Rentals under leases that do not depend on changes in indices or rates are recognized as expense in the period in which they are incurred.
- (20) Government subsidies
Government subsidies are recognized when there is reasonable assurance that the enterprise will comply with the conditions attached to the government subsidy and that the subsidy will be received.
Government subsidies related to income are recognized in other income on a systematic basis over the period in which the related costs for which they are intended to compensate are recognized as expenses by the Company.
Government subsidies are recognized in profit or loss in the period in which they become collectible if they are intended to compensate for expenses or losses already incurred or to provide immediate financial support to the Company and have no future related costs.
-
(21) Employee benefits
-
Short-term employee benefits
Liabilities relating to short-term employee benefits are measured by the non-discounted amount of the expected payment in exchange for employee services.
- Post-employment benefits
Under defined contribution pension plan, the pension amount appropriated during the service years of the employees is recognized as an expense.
The defined benefit cost (including service cost, net interest and remeasurement) of defined benefit pension plan is actuarially determined using
- 42 -
the projected unit credit method. Service cost (including current service cost) and net interest on net defined benefit liabilities (assets) are recognized as employee benefit expense as incurred. Remeasurements (including actuarial gains and losses and return on plan assets, net of interest) are recognized in other comprehensive income and included in retained earnings as incurred and are not reclassified to profit or loss in subsequent periods.
The net defined benefit liability (asset) represents the deficit (remaining) of the defined benefit pension plan appropriation. The net defined benefit asset may not exceed the present value of refunds of appropriations from the plan or reductions in future appropriations.
-
(22) Share-based payment agreement
-
Transfer of treasury shares by subsidiaries to their employees
When a subsidiary transfers to its employees the treasury shares bought back, the shares are measured at the fair value of equity instruments on the grant day, and the capital surplus – treasury shares trading is adjusted accordingly. If the vesting is made immediately on the grant date, the full cost is recognized on the grant date. When a subsidiary handles employee subscription to treasury shares, the date on which the number of shares transferred to the employee is confirmed shall be the grant date.
- Employee stock options and shares with restricted employee rights granted to employees
Employee stock options are recognized as expense on a straight-line basis over the vesting period based on the fair value of the equity instruments at the grant date and the best estimate of the number expected to be vested, with an adjustment to capital surplus – employee stock options at the same time. If the vesting is made immediately on the grant date, the full cost is recognized on the grant date. The Company reserves shares for employee subscription at the time of cash capital increase and recognizes the date as the grant date when the number of shares to be subscribed by employees is confirmed.
The Consolidated Company shall revise the estimated number of employee stock options expected to be vested on each balance sheet date. If the original estimated quantity is revised, the affected amount is recognized as profit or loss, so that the accumulated expenses reflect the revised estimate, and the capital surplus – employee stock option is adjusted accordingly.
- 43 -
When the Consolidated Company restricted employee rights shares, the other rights and interests (remuneration not earned by employees) are recognized on the date of grant, and the capital surplus – restricted employee rights shares is adjusted at the same time. If it is a paid issue and it is agreed that the amount of consideration must be returned when the employee leaves the company, the relevant payables shall be recognized. When an employee leaves the company within the vested period, he/she does not need to return the dividends received. The dividends shall be recognized as expenses when declaring the distribution of dividends, and the capital surplus – restricted employee rights shares shall be adjusted at the same time.
- Employee stock options granted to the employees of subsidiaries
Employee stock options granted to employees of subsidiaries for settlement with the Company’s equity instruments are considered as capital contributions to the subsidiaries and are measured at the fair value of the equity instruments at the date of grant and recognized as an increase in the carrying amount of the investment in the subsidiary during the vesting period, with a corresponding adjustment to capital surplus – employee stock options. If the vesting is made immediately on the grant date, the full cost is recognized on the grant date.
(23) Income tax
Income tax expense is the sum of the current income tax and deferred income tax.
1. Current income tax
The Consolidated Company determines income (loss) for the period in accordance with the regulations enacted by the income tax reporting jurisdictions and calculates income tax payable (recoverable) accordingly.
Additional income tax on unappropriated earnings calculated in accordance with the Income Tax Act of the Republic of China is recognized in the year in which resolutions are made at the shareholders’ meeting.
The adjustment to prior years’ income tax payable is booked as current period’s income tax.
- 44 -
2. Deferred tax
Deferred tax is calculated on temporary differences between the carrying amounts of assets and liabilities and the tax bases used to compute taxable income.
Deferred tax liabilities are generally recognized for all taxable temporary differences, while deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which income tax credits can be utilized, such as deductions for temporary differences, loss deduction, R&D expense or talent training expenditure.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, associates, except where the Consolidated Company can control the timing of the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets are recognized for deductible temporary differences associated with such investments only to the extent that it is probable that sufficient taxable income will be available to allow the temporary differences to be realized and to the extent that a reversal is expected in the foreseeable future.
The carrying amount of deferred tax assets is reviewed on each balance sheet date and reduced book value to the extent that it is no longer probable that sufficient tax assets will be available to allow recovery of all or part of the asset. Deferred tax assets that are not recognized as such initially are reviewed on each balance sheet date and the carrying amount is increased to the extent that it is probable that future taxable income will be available to recover all or part of the assets.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the liability is settled or the asset is realized, which are based on tax rates and tax laws that have been legislated or substantively legislated on the balance sheet date. The measurement of deferred income tax liabilities and assets reflects the tax consequence resulting from the book value of the assets or liabilities expected to be recovered or liquidated on the balance sheet date.
- 45 -
3. Current and deferred tax
Current and deferred income taxes are recognized in the profit or loss, except for the current and deferred income taxes related to the items recognized in other comprehensive income or directly included in the equity are recognized in other comprehensive income or directly included in the equity.
5. Significant Accounting Judgments and Estimations, and Main Sources of Assumption Uncertainties
When adopting accounting policies, the Consolidated Company’s management is required to make judgments, estimates and assumptions that are based on historical experience and other factors that are not readily apparent from other sources Actual results may differ from estimates.
The Consolidated Company takes the recent development of COVID-19 and its possible impact on the economic environment into the consideration of major accounting estimates such as cash flow estimation, growth rate, discount rate and profitability. The management will continue to review the estimates and basic assumptions. If a revision of an estimate affects only the current period, it is recognized in the period in which it is revised. If a revision of an accounting estimate affects both the current and future periods, it is recognized in the period in which it is revised and in the future periods.
Estimations, and Main Sources of Assumption Uncertainties
(1) Impairment of inventories
The net realizable value of inventories is the estimated selling price in the ordinary course of business less the estimated costs to complete the production and the estimated costs to complete the sale, which are based on current market conditions and historical sales experience of similar products. Changes in market conditions may materially affect the results of these estimates.
- (2) Impairment of investments in associates
When there is an indication that an investment in an associate may be impaired and the carrying amount may not be recoverable, the Consolidated Company assesses the impairment of the investment immediately. The Consolidated Company’s management assesses impairment based on future cash flow projections of the associates, including assumptions on sales growth and capacity utilization as estimated by the associates’ internal management. The Consolidated Company also
- 46 -
considers the relevant market and industry conditions to determine the reasonableness of its relevant assumptions.
- (3) Estimate of goodwill impairment
In determining whether goodwill is impaired, the value in use of the cash-generating unit to which goodwill is allocated is estimated. For value-in-use calculations, management should estimate the future cash flows expected to be generated from the cash-generating units and determine the appropriate discount rate to be used in the present value calculation. If actual cash flows are less than expected, a significant impairment loss may occur.
6. Cash and Cash Equivalents
| Cash and Cash Equivalents | |||
|---|---|---|---|
| Cash on hand and petty cash Checking and demand deposit accounts Time deposits |
December 31, 2022 $ 1,320 2,334,243 674,205 $ 3,009,768 |
December 31, 2021 | |
| $ 1,456 3,004,970 20,716 $ 3,027,142 |
7. Financial Instruments at Fair Value Through Profit or Loss
| Financial assets–non-current Mandatorily measured at fair value through profit or loss Non-derivative financial assets - Stocks - Funds |
December 31, 2022 $ - 33,560 $ 33,560 |
December 31, 2021 | December 31, 2021 |
|---|---|---|---|
| $ 11,997 26,284 $ 38,281 |
The Company’s financial assets at fair value through profit or loss are not provided as guarantee.
8. Financial Assets Measured at Fair Value Through Other Comprehensive Income
| Investment in equity instruments – non-current TWSE-listed/TPEx-listed stocks TSEC Corporation Stocks listed on emerging stock market Long Time Tech Co., Ltd. |
December 31, 2022 $ 3,472 256,160 |
December 31, 2021 |
|---|---|---|
| $ - 256,160 |
(Continued on next page)
- 47 -
(Continued from previous page)
| Unlisted stocks New Land Packing Corporation Big Sun Energy Technology Inc. Prorit Corporation Phoenix Battery Corporation Adjustments to the valuation of financial assets at fair value through other comprehensive income |
December 31, 2022 $ 59,726 25,625 13,798 5,000 (19,538) $344,243 |
December 31, 2021 | December 31, 2021 |
|---|---|---|---|
( |
$ 59,726 25,625 13,798 5,000 152,999 $513,308 |
The Consolidated Company invests in the ordinary shares of the Company listed above for medium- to long-term strategic purposes and expects to earn a profit from the long-term investment. The Consolidated Company’s management believes that it would
be inconsistent with the aforementioned long-term investment plan to include short-term fair value fluctuations of these investments in profit or loss, and has therefore elected to designate these investments as measured at fair value through other comprehensive income.
The Consolidated Company’s financial assets at fair value through other comprehensive income are not provided as guarantee.
In December 2021, the Consolidated Company participated in the cash capital increase by Green Energy Electrode Inc. and acquired 500 thousand shares in the amount of NT$5,000 thousand.
In July 2021, the Consolidated Company participated in the cash capital increase by TSEC Corporation and acquired 240 thousand shares in the amount of NT$6,360 thousand.
Due to its investment strategy, the Consolidated Company sold and derecognized certain investments in equity instruments at fair value through other comprehensive income. The Information related to the derecognition during 2022 and 2021 is as follows.
- 48 -
| 9. | 2022 Fair value at the date of derecognition. $ 84,727 Accumulated gain on disposal of retained earnings transferred from other equity 1,408 Notes Receivable, Accounts Receivable and Other Receivables December 31, 2022 Notes receivables Measured at amortized cost Total book value $ 663,016 Less: allowance for loss - $ 663,016 Accounts receivables Measured at amortized cost Total book value $ 1,133,942 Less: allowance for loss ( 317,353) $ 816,589 Accounts receivable–related party Measured at amortized cost Total book value $ 39,511 Less: allowance for loss ( 807) $ 38,704 Other receivables Tax refund receivable $ 25,526 Other receivables – other 22,831 Less: allowance for loss ( 17,948) 30,409 Other receivables – related party 20,458 $ 50,867 |
2022 Fair value at the date of derecognition. $ 84,727 Accumulated gain on disposal of retained earnings transferred from other equity 1,408 Notes Receivable, Accounts Receivable and Other Receivables December 31, 2022 Notes receivables Measured at amortized cost Total book value $ 663,016 Less: allowance for loss - $ 663,016 Accounts receivables Measured at amortized cost Total book value $ 1,133,942 Less: allowance for loss ( 317,353) $ 816,589 Accounts receivable–related party Measured at amortized cost Total book value $ 39,511 Less: allowance for loss ( 807) $ 38,704 Other receivables Tax refund receivable $ 25,526 Other receivables – other 22,831 Less: allowance for loss ( 17,948) 30,409 Other receivables – related party 20,458 $ 50,867 |
2021 | 2021 |
|---|---|---|---|---|
| $ 89,149 14,268 December 31, 2021 |
||||
Notes receivables Measured at amortized cost Total book value Less: allowance for loss Accounts receivables Measured at amortized cost Total book value Less: allowance for loss Accounts receivable–related party Measured at amortized cost Total book value Less: allowance for loss Other receivables Tax refund receivable Other receivables – other Less: allowance for loss Other receivables – related party |
||||
( ( ( |
( ( |
$ 276,999 - $ 276,999 $ 1,350,897 223,434) $ 1,127,463 $ 135,703 - $ 135,703 $ 20,829 22,795 17,949) 25,675 1,879 $ 27,554 |
(1) Notes receivables
The Consolidated Company entered into a contract with a financial institution for the discounting of certain notes receivable with recourse. Although the Consolidated Company transferred the contractual rights of cash flow of these notes receivable, the Consolidated Company still had to bear the credit risk of uncollectability of these notes receivable according to the contract, and did not meet the conditions of financial assets derecognition. Information related to the transaction is as follows.
- 49 -
| Transaction counterparty Bank of China Transaction counterparty Industrial Bank Agricultural Bank of China |
December 31,2022 | December 31,2022 | ||
|---|---|---|---|---|
| Amount Transferred Amount advanced (Note) $ 40,211 $ 40,211 December 31,2021 |
Interest range | |||
| 1.13%~1.65% | ||||
| Amount Transferred $ 3,041 1,228 $ 4,269 |
Amount advanced (Note) $ 3,041 1,228 $ 4,269 |
Interest range | ||
| 2.45%~2.70% 3.06% |
Note: Please refer to Notes 18 and 35 for information on short-term borrowings and short-term loans and related guarantees.
- (2) Accounts receivables
The Consolidated Company’s notes and accounts receivable are not provided as guarantee.
The average credit period of the Consolidated Company’s product sales ranges from 30 to 180 days.
Each unit of the Consolidated Company manages credit risk in accordance with its policies, procedures and controls over credit risk. The credit risk of all counterparties is evaluated by taking into account the financial condition of the counterparties, the ratings of credit rating agencies, historical transaction experience, the current economic environment and the Consolidated Company’s internal rating standards. The Consolidated Company also uses certain credit enhancement tools (such as advance receipts) at appropriate times to reduce the credit risk of specific counterparties.
The Finance Department manages the credit risk of bank deposits, fixed-income securities and other financial instruments in accordance with the Consolidated Company’s policies. Since the Consolidated Corporation’s counterparties are determined by internal control procedures and are creditworthy banks and investment-grade financial institutions, corporate organizations and government agencies, there is no significant credit risk.
The Consolidated Company recognizes an allowance for losses on accounts receivable based on expected credit losses over the life of the receivables. Expected credit losses for the duration are calculated using a reserve matrix, which takes into account the customer’s past default history and current financial condition, the
- 50 -
economic situation of the industry, as well as industry outlook. Accounts receivable are classified into groups by considering the credit rating of counterparties, regions and industries, and a reserve matrix is used to measure the allowance for loss.
If there is evidence that the counterparty is in serious financial difficulty and the Consolidated Company cannot reasonably expect to recover the amount, the Consolidated Company shall directly write off the related accounts receivable but shall engage in recourse activities and recognize the amount recovered in profit or loss as a result of the recourse.
The Consolidated Company measured the allowance for losses on notes and accounts receivable based on the reserve matrix as follows.
December 31, 2022
- Group 1
| 1. Group 1 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| Expected credit impairment loss Total book value Allowance for loss (expected credit loss during the life) Amortized cost 2. Group 2 Expected credit impairment loss Total book value Allowance for loss (expected credit loss during the life) Amortized cost December 31, 2021 1. Group 1 Expected credit impairment loss Total book value Allowance for loss (expected credit loss during the life) Amortized cost |
Not past due - $607,540 - $607,540 Not past due |
1–30 days past due 31–120 days past due 121–270 days past due Over 271 days past due - - - 100% $ - $ 7,352 $ - $ 26,151 - - - (26,151) $ - $ 7,352 $ - $ - 1–60 days past due 61–120 days past due Over 121 days past due 1.57%~20.81% 4.37%~29.88% 18.75%~100% $ 28,585 $ 5,544 $ 298,907 ( 3,853) ( 1,958) ( 276,504) ( $ 24,732 $ 3,586 $ 22,403 1–30 days past due 31–120 days past due 121–270 days past due Over 271 days past due - - - 100% $ - $ 2,109 $ - $ 25,143 - - - (25,143) $ - $ 2,109 $ - $ - |
Over 271 days past due |
( |
Total | ||||
| $641,043 26,151) $614,892 Total |
|||||||||
( |
0%~6.17% $ 862,390 9,694) $ 852,696 Not past due - $203,010 - $203,010 |
$ 1,195,426 292,009) $ 903,417 Total $230,262 (25,143) $ 205,119 |
|||||||
$ |
$ | ||||||||
( |
|||||||||
( |
100% $ 25,143 25,143) $ - |
$230,262 25,143) $ 205,119 |
- 51 -
2. Group 2
==> picture [359 x 87] intentionally omitted <==
----- Start of picture text -----
1–60 days past 61–120 days Over 121 days
Not past due due past due past due Total
Expected credit
impairment loss 0~9% 0~35% 0~3% 3~100%
Total book value $ 1,128,200 $ 137,452 $ 47,188 $ 220,497 $ 1,533,337
Allowance for loss
(expected credit
loss during the
life) ( 7,394 ) ( 4,513 ) ( 1,058 ) ( 185,326 ) ( 198,291 )
Amortized cost $ 1,120,806 $ 132,939 $ 46,130 $ 35,171 $ 1,335,046
----- End of picture text -----
Information on changes in allowance for losses on notes and accounts receivable is as follows:
| receivable is as follows: | |||
|---|---|---|---|
| Balance at the beginning of the year Add: Recovery of bad debts written off Add: Provision of impairment loss for the year Less:Reversal impairment loss for the year Foreign currency translation differences Balance at the end of the year |
2022 $ 223,434 2,331 90,784 - 1,611 $318,160 |
2021 | |
| $ 232,017 - - ( 5,222 ) ( 3,361) $223,434 |
The changes in the allowance for loss as of December 31, 2022 and 2021 were
due to the combined effect of changes in notes and accounts receivable and the net increase in total carrying amount for different aging risk groups.
10. Inventories
| Inventories | |||
|---|---|---|---|
| Raw materials (Note) Work in process Finished goods Merchandise inventory |
December 31, 2022 $ 756,866 175,327 190,111 7,826 $ 1,130,130 |
December 31, 2021 | |
| $ 960,686 180,694 188,075 2,307 $ 1,331,762 |
Note: As of December 31, 2022 and 2021, the valuation gains (losses) of the borrowed silver ingots were NT$11,182 thousand and NT$(1,728) thousand, respectively.
The operating costs related to inventories in 2022 and 2021 were NT$6,060,376 thousand and NT$7,683,909 thousand, respectively. Operating costs include inventory valuation losses (gain on inventory value recovery) of NT$(15,021) thousand and NT$13,702 thousand. The above-mentioned recovery of net realizable value of
- 52 -
inventory is recognized as recovery benefits because the factors that previously caused the net realizable value of inventory to be lower than the cost have disappeared.
The Consolidated Company has a contract with a raw material supplier to borrow silver ingots for production, which is repayable in kind within one year plus interest. As of December 31, 2022 and 2021, the Consolidated Company had NT$446,977 thousand and NT$560,853 thousand, respectively, of silver ingots borrowed and outstanding, which were recorded under inventory and financial liabilities (for hedging), respectively, and interest expense was appropriately estimated.
No guarantee has been provided for the Consolidated Company’s inventory.
11. Subsidiaries
- (1) Information on subsidiaries with significant non-controlling interests
| Subsidiary name Giga Solar Materials Corporation |
Company and country of operation Taiwan |
Percentage of ownership interests and voting rights held by non-controlling interests |
Percentage of ownership interests and voting rights held by non-controlling interests |
|---|---|---|---|
| December 31, 2022 61.64% |
December 31, 2021 |
||
| 60.19% |
The following aggregated financial information for each subsidiary has been prepared using amounts before elimination of intercompany transactions:
Giga Solar Materials Corporation and Its Subsidiaries
| Current assets Non-current assets Current liabilities Non-current liabilities Equity Equity attributable to: Shareholders of the Company Non-controlling interests in Giga Solar Materials Corporation Non-controlling interests in subsidiaries of Giga Solar Materials Corporation |
December 31, 2022 $ 5,216,617 6,995,223 ( 2,028,124) ( 1,652,165) $ 8,531,551 $ 4,676,808 2,911,130 943,613 $ 8,531,551 |
December 31, 2021 |
|---|---|---|
| $ 6,166,601 6,227,929 ( 3,070,447) ( 2,313,504) $ 7,010,579 $ 3,833,734 2,575,381 601,464 $ 7,010,579 |
- 53 -
| 12. | 2022 Operating revenues $ 5,654,845 Net loss for the year ( $ 572,031 ) Other comprehensive income ( 128,435) Total comprehensive income ( $ 700,466 ) Net loss attributable to: Shareholders of the Company ( $ 191,112 ) Non-controlling interests in Giga Solar Materials Corporation ( 304,041 ) Non-controlling interests in subsidiaries of Giga Solar Materials Corporation ( 76,878) ($ 572,031) Total comprehensive income attributable to: Shareholders of the Company ( $ 241,580 ) Non-controlling interests in Giga Solar Materials Corporation ( 384,331 ) Non-controlling interests in subsidiaries of Giga Solar Materials Corporation ( 74,555) ( $ 700,466 ) Cash flow: Operating activities $ 522,221 Investment activities ( 1,253,572 ) Financing activities 617,127 Effect of exchange rate changes on cash and cash equivalents 116,579 Net cash inflow $ 2,355 Investment Accounted for Using the Equity Method December 31, 2022 Investment in associate $ 1,303,157 Investment in joint venture 172,552 $ 1,475,709 |
2022 Operating revenues $ 5,654,845 Net loss for the year ( $ 572,031 ) Other comprehensive income ( 128,435) Total comprehensive income ( $ 700,466 ) Net loss attributable to: Shareholders of the Company ( $ 191,112 ) Non-controlling interests in Giga Solar Materials Corporation ( 304,041 ) Non-controlling interests in subsidiaries of Giga Solar Materials Corporation ( 76,878) ($ 572,031) Total comprehensive income attributable to: Shareholders of the Company ( $ 241,580 ) Non-controlling interests in Giga Solar Materials Corporation ( 384,331 ) Non-controlling interests in subsidiaries of Giga Solar Materials Corporation ( 74,555) ( $ 700,466 ) Cash flow: Operating activities $ 522,221 Investment activities ( 1,253,572 ) Financing activities 617,127 Effect of exchange rate changes on cash and cash equivalents 116,579 Net cash inflow $ 2,355 Investment Accounted for Using the Equity Method December 31, 2022 Investment in associate $ 1,303,157 Investment in joint venture 172,552 $ 1,475,709 |
2021 $ 7,632,452 ( $ 445,878 ) 204,057 ( $ 241,821 ) ( $ 147,470 ) ( 227,988 ) ( 70,420) ($ 445,878) ( $ 67,135 ) ( 103,790 ) ( 70,896) ( $ 241,821 ) $ 914,818 ( 571,181 ) ( 44,999 ) ( 43,531) $ 255,107 December 31, 2021 |
2021 $ 7,632,452 ( $ 445,878 ) 204,057 ( $ 241,821 ) ( $ 147,470 ) ( 227,988 ) ( 70,420) ($ 445,878) ( $ 67,135 ) ( 103,790 ) ( 70,896) ( $ 241,821 ) $ 914,818 ( 571,181 ) ( 44,999 ) ( 43,531) $ 255,107 December 31, 2021 |
|---|---|---|---|---|
Investment in associate Investment in joint venture |
||||
| $ 1,252,490 99,875 $ 1,352,365 |
-
54 -
-
(1) Investment in associates
==> picture [387 x 219] intentionally omitted <==
----- Start of picture text -----
Investee name December 31, 2022 December 31, 2021
Associates of no materiality
Tron Energy Technology
Corporation $ 521,172 $ 550,117
Whole Max Green Power
Co., Ltd. 450,146 446,746
Yusheng Energy Co., Ltd. 122,497 110,127
ACRO Biomedical Co.
Ltd. 78,212 -
UJGIGA Co., Ltd. 75,209 55,453
Tron Giga (Yancheng)
Energy Co., Ltd. 39,538 42,114
United Silicon Innovation
Corp. 16,383 -
Ri Yun Green Energy
Corporation - 47,933
$ 1,303,157 $ 1,252,490
----- End of picture text -----
==> picture [387 x 61] intentionally omitted <==
----- Start of picture text -----
Percentage of ownership
interests and voting rights
held
Main business December December
Company name Business nature location 31, 2022 31, 2021
Tron Energy Technology Electric buses, diesel Taoyuan City 12.73% 12.73%
----- End of picture text -----
| Company name Tron Energy Technology |
Business nature Electric buses, diesel |
Main business location Taoyuan City |
December 31, 2022 12.73% |
December 31, 2021 12.73% |
|---|---|---|---|---|
| Corporation | buses/ battery | |||
| systems/ energy | ||||
| storage systems | ||||
| Whole Max Green Power Co., | Solar Energy Related | Hukou Township, | 39.00% |
39.00% |
| Ltd. | Business | Hsinchu County | ||
| Yusheng Energy Co., Ltd. | Renewable energy | Taipei City | 26.13% |
26.13% |
| relate business | ||||
| ACRO Biomedical Co. Ltd. | Manufacturing and | Kaohsiung City | 7.81% | - |
| wholesale of | ||||
| medical devices | ||||
| UJGIGA Co., Ltd. | Solar Energy Related | Kaohsiung City | 49.00% |
49.00% |
| Business | ||||
| Tron Giga (Yancheng) Energy | Battery module, | Yancheng City, | 49.00% |
49.00% |
| Co., Ltd. | battery pack and | Jiangsu Province | ||
| battery | ||||
| component | ||||
| assembly | ||||
| United Silicon Innovation | Semiconductor | Taoyuan City | 21.51% | - |
| Corp. | reclaim and | |||
| dummy wafer | ||||
| business | ||||
| Ri Yun Green Energy | Solar Energy Related | Taipei City | - |
30.00% |
| Corporation | Business |
Due to the provision of important technical information and serving as a director of Tron Energy Technology Corporation, it is determined that the Consolidated Company has significant influence on Tron Energy Technology Corporation. The goodwill of the company acquired is NT$293,538 thousand, which is the cost of investing in associate.
- 55 -
On November 26, 2021, the Consolidated Company invested NT$110,000 thousand in Yusheng Energy Co., Ltd. and acquired 11,000 thousand shares, representing a 26.13% shareholding. The change registration was completed on January 4, 2022.
The Consolidated Company invested in UJGIGA Co., Ltd. on April 16, 2021, December 25, 2021, and June 15, 2022 in the amounts of NT$16,268 thousand, NT$19,992 thousand, and NT$19,208 thousand, respectively, and acquired 1,627 thousand shares, 1,992 thousand shares and 1,921 thousand shares, respectively, with the shareholding maintained at 49%.
The Consolidated Company invested in the stock of ACRO Biomedical Co. Ltd. in March 2022 and estimated to make profits through long-term investment. Initially, the Consolidated Company elected to designate the investment as at fair value through other comprehensive income, but because the Consolidated Company has served as a corporate director of ACRO Biomedical Co. Ltd. since June 24, 2022 and, thus, gained significant influence on the company, the former therefore adopted the equity method to account for the investment.
On December 27, 2021, the Consolidated Company invested NT$6,300 thousand in Ri Yun Green Energy Corporation and acquired 630 thousand shares, representing a 30% shareholding. In addition, the Consolidated Company disposed of Ri Yun Green Energy Corporation on June 23, 2022 at a price of NT$48,300 thousand, and an amount of NT$374 thousand was recognized as a gain on disposal of the investment.
On October 7, 2022, the Company invested NT$16,200 thousand in United Silicon Innovation Corp. and acquired 10,000 thousand shares, representing a 21.51% shareholding.
The aggregate financial information of the Consolidated Company’s investments in the aforementioned associates, which are not material to the Consolidated Company, based on their respective shares, is presented below:
| Net income (loss) from continuing operations for the year Other comprehensive income Total comprehensive income |
2022 ( $ 705 ) ( 50) ( $ 755 ) |
2021 | |
|---|---|---|---|
( |
$ 3,272 625) $ 2,647 |
- 56 -
(2) Investment in joint venture
| Investment in joint venture | |||
|---|---|---|---|
| Joint venture of no materiality Giga Solar Green Power Co., Ltd. Ligao Optoelectronics Co., Ltd. Shuoyitai Green Energy Co., Ltd. Jieshuo Co., Ltd. |
December 31, 2022 $ 99,822 43,737 24,135 4,858 $ 172,552 |
December 31, 2021 | |
| $ 62,298 32,253 343 4,981 $ 99,875 |
The Consolidated Company’s ownership interest in the joint venture and the percentage of voting rights as of the balance sheet date are as follows:
==> picture [387 x 64] intentionally omitted <==
----- Start of picture text -----
Percentage of ownership
interests and voting rights
held
Main business December December
Company name Business nature location 31, 2022 31, 2021
Giga Solar Green Power Co., Solar Energy Hukou Township, 50.00% 50.00%
----- End of picture text -----
| Company name Giga Solar Green Power Co., |
Business nature Solar Energy |
Main business location Hukou Township, |
December 31, 2022 50.00% |
December 31, 2021 50.00% |
|---|---|---|---|---|
| Ltd. | Related Business | Hsinchu County | ||
| Ligao Optoelectronics Co., | Solar Energy | Hukou Township, | 50.00% | 50.00% |
| Ltd. | Related Business | Hsinchu County | ||
| Shuoyitai Green Energy Co., | Development, | Hukou Township, | 40.00% | 35.00% |
| Ltd. | installation and | Hsinchu | ||
| holding of | County | |||
| energy storage | ||||
| systems | ||||
| Jieshuo Co., Ltd. | Development of | Hukou Township, | 49.90% | 49.90% |
| solar energy and | Hsinchu | |||
| energy storage | County | |||
| systems |
On March 29, 2021 and April 28, 2022, Wafering Technology Corporation invested NT$25,000 thousand and NT$22,500 thousand, respectively, in Ligao Optoelectronics Co., Ltd. and acquired 4,750 thousand shares, representing a 50% shareholding.
The Company invested in Shuoyitai Green Energy Co., Ltd. jointly with other companies on August 25, 2021, with an investment amount of NT$350 thousand and acquired 35 thousand shares in total with a shareholding ratio of 35%, and completed the change registration on September 11, 2021. In January 2022, the Company further invested NT$24,050 thousand in Shuoyitai Green Energy Co., Ltd. and acquired 2,405 thousand shares with a 40% shareholding. According to the joint
- 57 -
venture agreement, the major operations of Shuoyitai Green Energy Co., Ltd. are jointly led by all investors.
The Company invested in Jieshuo Co., Ltd. jointly with other companies on November 15, 2021, with an investment amount of NT$4,990 thousand and acquired 499 thousand shares in total, with a shareholding ratio of 49.9%, and completed the change registration on November 29, 2021. According to the joint venture agreement, the major operations of Jieshuo Co., Ltd. are jointly led by all investors.
On December 30, 2021, the Company further invested NT$10,000 thousand in Giga Solar Green Power Co., Ltd. and acquired 1,000 thousand shares and 250 thousand shares of stock dividends, with a 50% shareholding. On December 23, 2022, the Company further invested NT$39,000 thousand in Giga Solar Green Power Co., Ltd. and acquired 3,900 thousand shares and 24 thousand shares of stock dividends, with a 50% shareholding. According to the joint venture agreement, the major operations of Giga Solar Green Power Co., Ltd. are jointly led by all investors.
The aggregate financial information of the Consolidated Company’s investments in the aforementioned joint ventures, which are not material to the Consolidated Company, based on their respective shares, is presented below:
| Net loss from continuing operations for the year Other comprehensive income Total comprehensive income |
2022 ( $ 5,310 ) - ($ 5,310) |
2021 |
|---|---|---|
| ( $ 1,331 ) - ( $ 1,331) |
For information on the business nature, principal place of operations and country of registration of the above associates and joint ventures, please refer to Exhibits 7 and 8, “Name of Investee, Location, etc.” and Exhibit “Information on Investment in mainland China”.
The Consolidated Company’s associates and joint ventures have no pledges as loan guarantees.
- 58 -
13. Property, Plant and Equipment
==> picture [402 x 311] intentionally omitted <==
----- Start of picture text -----
Construction
in progress and
Houses and Machinery Office R&D Miscellaneous equipment to
Land buildings equipment equipment equipment equipment be inspected Total
Costs
Balance as of January 1, 2022 $ 1,130,869 $ 2,110,617 $ 2,833,814 $ 32,709 $ 398,816 $ 135,428 $ 858,906 $ 7,501,159
Additions 697,585 105,120 170,399 3,510 5,403 65,445 91,365 1,138,827
DisposalTransfer 85,910- 90,719- ( 13,655)47,733 ( 2,246)- ( 4,482)3,566 ( 4,755 )4,293 (( 143,279)170,911) ( 168,417)61,310
Net exchange difference 225 13,868 ( 25,690 ) 87 - 243 10,981 ( 286 )
Balance as of December 31,
2022 $ 1,914,589 $ 2,320,324 $ 3,012,601 $ 34,060 $ 403,303 $ 200,654 $ 647,062 $ 8,532,593
Accumulated depreciation and
impairment
Balance as of January 1, 2022 $ 18,019 $ 1,015,049 $ 1,381,963 $ 30,545 $ 332,352 $ 112,568 $ 496,040 $ 3,386,536
Depreciation expense - 83,996 161,605 1,562 24,386 12,140 - 283,689
Impairment loss - - - - - - 45,079 45,079
Disposal - - ( 8,271) ( 2,209) ( 4,482) ( 4,467 ) ( 104,748) ( 124,177)
Transfer - 15,102 7,312 - ( 7,312) - - 15,102
Net exchange difference - 3,318 ( 2,543 ) 64 - 46 7,842 8,727
Balance as of December 31,
2022 $ 18,019 $ 1,117,465 $ 1,540,066 $ 29,962 $ 344,944 $ 120,287 $ 444,213 $ 3,614,956
Net amount as of December 31,
2022 $ 1,896,570 $ 1,202,859 $ 1,472,535 $ 4,098 $ 58,359 $ 80,367 $ 202,849 $ 4,917,637
Costs
Balance as of January 1, 2021 $ 910,310 $ 2,092,990 $ 2,709,994 $ 32,289 $ 664,500 $ 141,169 $ 827,586 $ 7,378,838
Additions 302,278 22,011 110,449 469 9,154 6,989 108,316 559,666
Disposal - ( 3,136 ) ( 113,318) ( 6) ( 7,133) ( 11,718 ) - ( 135,311)
Transfer ( 21,145) 5,928 288,898 - ( 267,705) - - 5,976
Net exchange difference ( 60,574 ) ( 7,176 ) ( 162,209 ) ( 43 ) - ( 1,012 ) ( 76,996 ) ( 308,010 )
Balance as of December 31,
2021 $ 1,130,869 $ 2,110,617 $ 2,833,814 $ 32,709 $ 398,816 $ 135,428 $ 858,906 $ 7,501,159
Accumulated depreciation and
impairment
Balance as of January 1, 2021 $ 18,019 $ 936,675 $ 1,072,397 $ 29,115 $ 548,649 $ 111,911 $ 543,101 $ 3,259,867
Depreciation expenseImpairment loss -- 82,746- 160,568147 1,464- 40,387- 11,041- -- 296,206147
DisposalTransfer -- (( 3,136 )286 ) ( 254,86678,124) ( 6)- (( 254,866)1,818) ( 9,734 )- -- (( 92,818)286)
Net exchange difference - ( 950 ) ( 27,891 ) ( 28 ) - ( 650 ) ( 47,061 ) ( 76,580 )
Balance as of December 31,
2021 $ 18,019 $ 1,015,049 $ 1,381,963 $ 30,545 $ 332,352 $ 112,568 $ 496,040 $ 3,386,536
Net as of December 31, 2021 $ 1,112,850 $ 1,095,568 $ 1,451,851 $ 2,164 $ 66,464 $ 22,860 $ 362,866 $ 4,114,623
----- End of picture text -----
Due to the poor sales of the diamond line in the market, the Consolidated Company
estimated that the future cash inflow to the production equipment for specific specification products would decrease, resulting in a recoverable amount of CNY 11,794 thousand for 2021, lower than the carrying amount, thus, the Consolidated Company recognized impairment losses of NT$147 thousand in 2021. The impairment loss was included in other gains and losses in the consolidated comprehensive income statement.
In 2022, the Consolidated Company’s management assessed that the recoverable amount of the solar plant in the Philippines was lower than the carrying amount, so it wrote down the carrying amount of the relevant unfinished construction to the estimated recoverable amount, and an impairment loss of NT$45,079 thousand was recognized after the assessment. The impairment loss was included in other gains and losses in the consolidated comprehensive income statement.
The Consolidated Company determined the recoverable amount of this equipment at fair value less costs of disposal. The related fair value was determined by the cost
- 59 -
method, and the main assumptions include the evaluation of physical wear and economic wear, which was a Level 3 fair value measurement.
Depreciation expense is provided on a straight-line basis over the following useful lives:
| Houses | and | |
|---|---|---|
| buildings | 3 to 56 years | |
| Machinery | ||
| equipment | 1 to 20 years | |
| Office equipment | 3 to 6 years | |
| R&D equipment | 1 to 11 years | |
| Miscellaneous | ||
| equipment | 2 to 16 years |
The significant components of the Consolidated Company’s buildings are mainly the main structure, electrical, mechanical and air-conditioning equipment, which have a useful life of 25 to 56 years and 3 to 11 years, respectively.
Please refer to Note 35 for the cases in which the Consolidated Company provided property, plant and equipment as collaterals.
14. Lease Agreements (1) Right-of-use assets
| Right-of-use assets | |||
|---|---|---|---|
| Book value of right-of-use assets Land Houses and buildings Transportation equipment Addition of right-of-use assets Depreciation expense of right-of-use assets Land Houses and buildings Transportation equipment |
December 31, 2022 $ 89,953 87,940 1,412 $179,305 2022 $ 12,268 $ 4,888 16,206 808 $ 21,902 |
December 31, 2021 | |
| $ 96,001 93,421 929 $190,351 2021 $ 83,445 $ 5,489 13,336 896 $ 19,721 |
- 60 -
(2) Lease liabilities
| Lease liabilities | |||
|---|---|---|---|
| Book value of lease liabilities Current Non-current |
December 31, 2022 $ 22,604 $ 106,179 |
December 31, 2021 | |
| $ 19,903 $ 119,180 |
The discount rate range for lease liabilities is as follows:
| The discount rate range for lease | liabilities is as follows: | |
|---|---|---|
| Land Houses and buildings Transportation equipment |
December 31, 2022 2.60% 1.50%~2.00% 1.35%~5.88% |
December 31, 2021 |
| 2.60% 1.50%~2.00% 1.35%~5.88% |
- (3) Important lease activities and terms
Some of the Consolidated Company’s real estate lease agreements include lease extension options. In determining the lease period, the non-cancellable period of the right to use the subject asset is combined with the period covered by the lease extension option that is reasonably certain to be exercised by the Consolidated Company. The use of these options allows for maximum flexibility in the operation of management contracts. The majority of the lease extension options available are exercisable by the Consolidated Company only. The Consolidated Company re-evaluates the lease period when a material event or significant change in circumstances occurs after the commencement date (that is within the control of the lessee and affects whether the Consolidated Company can be reasonably certain that it will exercise an option not previously included in the determination of the lease period).
(4) Information on other leases
Please refer to Note 15 for the Consolidated Company’s investment property agreements.
| Short-term lease expense Total cash (outflow) from leases |
( | 2022 $ 10,068 $ 32,979 ) |
( | 2021 $ 9,033 $ 23,183 ) |
|---|---|---|---|---|
The Consolidated Company has elected to apply the exemption from recognition to transportation equipment and office equipment that qualify as short-term leases and other equipment that qualifies as low-value asset leases and does not recognize the related right-of-use assets and lease liabilities for these leases.
- 61 -
15. Investment Property
Investment property is the Consolidated Company’s own investment property. The Consolidated Company enters into commercial property leases for its own investment properties. The leases include provisions for annual rental adjustments based on market conditions.
| conditions. | ||||||
|---|---|---|---|---|---|---|
| Costs Balance as of January 1, 2022 Transfer to Property, plant and equipment Balance as of December 31, 2022 Accumulated depreciation and impairment Balance as of January 1, 2022 Depreciation expense Transfer to Property, plant and equipment Balance as of December 31, 2022 Net amount as of December 31, 2022 Costs Balance as of January 1, 2021 From Property, plant and equipment Balance as of December 31, 2021 Accumulated depreciation and impairment Balance as of January 1, 2021 Depreciation expense From Property, plant and equipment Balance as of December 31, 2021 Net as of December 31, 2021 |
Land $ 66,119 5,911) $ 60,208 $ - - - $ - $ 60,208 $ 66,003 116 $ 66,119 $ - - - $ - $ 66,119 |
Houses and buildings $ 122,325 23,795) $ 98,530 $ 77,637 1,643 15,102) $ 64,178 $ 34,352 $ 121,859 466 $ 122,325 $ 74,800 2,551 286 $ 77,637 $ 44,688 |
Total | |||
| ( |
( ( |
( ( |
$ 188,444 29,706) $ 158,738 $ 77,637 1,643 15,102) $ 64,178 $ 94,560 $ 187,862 582 $ 188,444 $ 74,800 2,551 286 $ 77,637 $ 110,807 |
- 62 -
| Rental income from investment property Less: Direct operating expenses of investment properties that generate rental income in the current year Total |
2022 $ 13,269 1,643) $ 11,626 |
2021 | ||
|---|---|---|---|---|
( |
( |
$ 12,007 2,551) $ 9,456 |
Investment property is depreciated on a straight-line basis over the following useful lives:
Houses and buildings 2 to 37 years
The land purchased by the Consolidated Company is located in the Xuejia Section, Zhongzhou Section and Beimen Lihu Section of Tainan City, and was used for the installation of solar power plants. Because it is agricultural land, the land is registered in the name of an individual with a land registration contract, and Whole Sun Green Power Co., Ltd., a subsidiary of the Consolidated Company, is the right holder for the setting. Please refer to Note 35 for the cases in which the Consolidated Company provided investment properties as collaterals.
The Consolidated Company does not measure its investment property at fair value, but only discloses information about its fair value, which is in Level 3 of the fair value hierarchy. The fair value of investment properties held by the Consolidated Company was NT$189,468 thousand and NT$215,303 thousand as of December 31, 2022 and 2021, respectively. The aforementioned fair values were determined by using the cash flow analysis method and considering both the cost method and the income method, respectively, and the main input values used and their quantitative information were as follows:
| follows: | ||
|---|---|---|
| Discount rate Capitalization rate of income |
December 31, 2022 2.19% 4.77% |
December 31, 2021 |
| 2.04% 4.77% |
- 63 -
16. Intangible Assets
| Intangible Assets | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Costs Balance as of January 1, 2022 Acquired separately Disposal Reclassification Balance as of December 31, 2022 Accumulated amortization and impairment Balance as of January 1, 2022 Amortization expenses Disposal Balance as of December 31, 2022 Net amount as of December 31, 2022 Costs Balance as of January 1, 2021 Acquired separately Balance as of December 31, 2021 Accumulated amortization and impairment Balance as of January 1, 2021 Amortization expenses Balance as of December 31, 2021 Net as of December 31, 2021 |
Computer software $ 13,639 7,249 2,975 ) 118) $ 17,795 $ 12,364 1,694 2,975) $ 11,083 $ 6,712 $ 13,042 597 $ 13,639 $ 11,564 800 $ 12,364 $ 1,275 |
Goodwill | Technical royalty $ 57,143 1,200 - - $ 58,343 $ 57,143 368 - $ 57,511 $ 832 $ 57,143 - $ 57,143 $ 57,143 - $ 57,143 $ - |
Customer relationship $ 113,575 - - - $ 113,575 $ 37,859 11,357 - $ 49,216 $ 64,359 $ 113,575 - $ 113,575 $ 26,501 11,358 $ 37,859 $ 75,716 |
Total | |||||
| ( ( ( |
$ 368,104 - - - $ 368,104 $ 32,495 - - $ 32,495 $ 335,609 $ 368,104 - $ 368,104 $ 32,495 - $ 32,495 $ 335,609 |
( ( ( |
$ 552,461 8,449 2,975 ) 118 ) $ 557,817 $ 139,861 13,419 2,975 ) $ 150,305 $ 407,512 $ 551,864 597 $ 552,461 $ 127,703 12,158 $ 139,861 $ 412,600 |
Summary of amortization by function.
| Administration expenses | 2022 $ 13,419 |
2021 $ 12,158 |
||
|---|---|---|---|---|
Amortization expense is provided on a straight-line basis over the following useful lives:
| Computer software | 2 | to | 5 years |
|---|---|---|---|
| Technical royalty | 10 | years | |
| Customer relationship | 10 | years |
- 64 -
The Consolidated Company merged Exojet Technology Corporation on December 25, 2020 and obtained an appraisal report in 2021. According to the report, the fair value of the property, plant and equipment, inventories and other payables of and its subsidiaries on the acquisition date increased by NT$7,102 thousand, and the Consolidated Company has adjusted the original accounting and provisional amounts from the acquisition date.
| from the acquisition date. | ||
|---|---|---|
| Goodwill adjustment Property, plant and equipment Inventories Other payables |
Acquisition date (tentative price) $ 283,805 38,794 26,914 14,255 |
Acquisition date (fair value) |
| $ 276,703 39,033 37,046 17,524 |
17. Prepayments and Other Assets
| Prepayments and Other Assets | |||
|---|---|---|---|
| Prepayments for equipment Tax overpaid retained Long-term prepaid expenses Prepayments for goods Input tax Refundable deposits Others Current Non-current |
December 31, 2022 $ 510,682 343,126 288,900 163,013 70,891 44,821 82,905 $ 1,504,338 $ 679,188 825,150 $ 1,504,338 |
December 31, 2021 | |
| $ 200,409 452,487 289,650 372,974 75,109 148,909 69,948 $ 1,609,486 $ 981,349 628,137 $ 1,609,486 |
In 2022, the Consolidated Company recognized impairment losses of NT$39,231 thousand after management assessed the recoverable amount of prepayments to suppliers for the solar power plant in the Philippines. The impairment losses have been included in other gains and losses in the consolidated comprehensive income statement.
- Borrowings
(1) Short-term borrowings
| Short-term borrowings | ||||
|---|---|---|---|---|
| Secured borrowings Bank borrowings (Note 1) Unsecured borrowings Line of credit borrowing (Note 2) |
Interest range ( % ) 1.50~7.32 1.03~3.41 |
December 31, 2022 $ 163,210 696,924 $ 860,134 |
December 31, 2021 |
|
| $ 716,077 1,653,860 $ 2,369,937 |
-
65 -
-
Note 1: As of December 31, 2022 and 2021, the amounts of secured bank borrowings that were discounted notes receivable were NT$40,211 thousand and NT$4,269 thousand (see Note 9), and the effective interest rates were 1.20%–1.80% and 2.45%–3.06% per annum as of December 31, 2022 and 2021.
-
Note 2: The restrictions on the borrowing contract are as follows:
-
(1) Giga Solar Materials Corporation is subject to the restriction that it cannot borrow money if it has a loss of up to one-half of its capital.
-
(2) If the Company’s shareholding in Giga Solar Materials Corporation is less than 35% on both December 31, 2022 and 2021, the line of loan agreements shall cease to be utilized.
Please refer to Note 35 to the consolidated financial statements for collaterals
for short-term borrowings of the Consolidated Company.
- (2) Short term notes and bills payable
| Short term notes and bills payable | |||
|---|---|---|---|
| Commercial promissory notes payable Less: Discount of short-term notes and bills payable |
December 31, 2022 $ 180,000 ( 657) $ 179,343 |
December 31, 2021 | |
( |
( |
$ 200,000 662) $ 199,338 |
The outstanding short-term notes and bills payable are as follows:
December 31, 2022
==> picture [388 x 126] intentionally omitted <==
----- Start of picture text -----
Guarantee/ Discounted Interest Book value
acceptance agency Face value value Book value range Collateral of collateral
Commercial
promissory
notes payable
Shares of Giga
Solar
International Bills Materials
Finance Corp. $ 130,000 ( $ 627 ) $ 129,373 2.148% Corporation $ 189,939
Shares of Giga
Solar
Mega Bills Finance Materials
Co., Ltd. $ 50,000 ($ 30) $ 49,970 2.388% Corporation $ 86,711
----- End of picture text -----
- 66 -
December 31, 2021
==> picture [388 x 87] intentionally omitted <==
----- Start of picture text -----
Guarantee/ Discounted Interest Book value
acceptance agency Face value value Book value range Collateral of collateral
Commercial
promissory
notes payable
Shares of Giga
Solar
International Bills Materials
Finance Corp. $ 200,000 ( $ 662 ) $ 199,338 1.38% Corporation $ 194,258
----- End of picture text -----
Please refer to Note 35 to the consolidated financial statements for collaterals for short-term notes and bills payable of the Consolidated Company.
(3) Long-term borrowings
==> picture [390 x 28] intentionally omitted <==
----- Start of picture text -----
December 31, Interest
Creditor 2022 rate (%) Repayment period and method
Secured loan from Shinsei Trust $ 1,007,008 1.500 Starting from June 29, 2018, repay the
----- End of picture text -----
| Creditor Secured loan from Shinsei Trust |
December 31, 2022 $ 1,007,008 |
Interest rate (%) 1.500 |
Repayment period and method Starting from June 29, 2018, repay the |
|---|---|---|---|
| & Banking Co., Ltd. | loan in 32 installments of 6 months, | ||
| with interest payable once every 6 | |||
| months. | |||
| Secured loan from Shanghai | 683,220 | 1.720 | Starting from November 23, 2022, repay |
| Commercial & Savings Bank | the loan in 59 installments with three | ||
| months each, with the interest payable | |||
| once every month. | |||
| Secured loan from Chang Hwa | 250,000 | 1.500 | Starting from February 15, 2023, repay |
| Commercial Bank | the loan in 16 installments of 3 months | ||
| each, with the interest payable once | |||
| every month. | |||
| Secured loan from Taiwan | 117,344 | 1.650 | Starting from June 7, 2020, repay the loan |
| Cooperative Bank | in 16 installments of 3 months each, | ||
| with the interest payable once every | |||
| month. | |||
| Secured loan from Shanghai | 88,160 | 3.030 | Starting from November 19, 2021, repay |
| Commercial & Savings Bank | the loan in 8 installments of 3 months | ||
| each from the 13th month onward, with | |||
| interest payable once every 3 months. | |||
| Credit loan from Shanghai | 49,500 | 2.055 | Starting from October 26, 2019, repay the |
| Commercial & Savings Bank | loan in 20 installments of 3 months, | ||
| with interest payable once every | |||
| month. | |||
| Secured loan from Taiwan | 38,906 | 1.650 | Starting from June 7, 2020, repay the loan |
| Cooperative Bank | in 16 installments of 3 months each, | ||
| with the interest payable once every | |||
| month. | |||
| Secured loan from E.Sun | 25,035 | 2.280 | Starting from June 10, 2019, repay the |
| Commercial Bank | loan in 180 installments of 1 month | ||
| each, with interest payable once every | |||
| month. | |||
| Secured loan from E.Sun | 21,707 | 2.280 | Starting from August 22, 2019, repay the |
| Commercial Bank | loan in 180 installments of 1 month | ||
| each, with interest payable once every | |||
| month. | |||
| Secured loan from Shanghai | 16,302 | 2.320 | Starting from April 28, 2022, repay the |
| Commercial & Savings Bank | loan in 180 installments with 1 month | ||
| each, with the interest payable once | |||
| every month. |
(Continued on next page)
- 67 -
(Continued from previous page)
==> picture [390 x 564] intentionally omitted <==
----- Start of picture text -----
December 31, Interest
Creditor 2022 rate (%) Repayment period and method
Credit loan from Agricultural $ 16,000 1.755 Starting from January 30, 2021, repay the
Bank of Taiwan loan in 40 installments of 1 month
each, with the interest payable once
every month.
Credit loan from Tokyo Branch, 15,907 2.600 Starting from August 4, 2022, repay the
Chang Hwa Commercial Bank loan in 84 installments with 1 month
each, with the interest payable once
every month.
Secured loan from Shanghai 14,850 2.130 Starting from July 15, 2022, repay the
Commercial & Savings Bank loan in 84 installments with 1 month
each, with the interest payable once
every month.
Secured loan from E.Sun 14,790 2.280 Starting from April 20, 2020, repay the
Commercial Bank loan in 180 installments of 1 month
each, with interest payable once every
month.
Secured loan from E.Sun 14,722 2.280 Starting from March 17, 2020, repay the
Commercial Bank loan in 180 installments of 1 month
each, with interest payable once every
month.
Secured loan from Shanghai 12,653 2.360 Starting from November 22, 2021, repay
Commercial & Savings Bank the loan in 60 installments with 1
month each, with the interest payable
once every month.
Secured loan from E.Sun 11,550 2.280 Starting from March 17, 2020, repay the
Commercial Bank loan in 180 installments of 1 month
each, with interest payable once every
month.
Secured loan from E.Sun 8,248 2.280 Starting from April 20, 2020, repay the
Commercial Bank loan in 180 installments of 1 month
each, with interest payable once every
month.
Secured loan from Shanghai 3,163 2.355 Starting from November 22, 2021, repay
Commercial & Savings Bank the loan in 60 installments with 1
month each, with the interest payable
once every month.
Credit loan from Chang Hwa 1,760 2.625 Starting from September 25, 2020, repay
Commercial Bank the loan in 60 installments with 1
month each, with the interest payable
once every month.
Credit loan from Shanghai 1,421 2.355 Starting from November 22, 2021, repay
Commercial & Savings Bank the loan in 60 installments with 1
month each, with the interest payable
once every month.
Unsecured loan from Chang Hwa 440 2.625 Starting from September 25, 2020, repay
Commercial Bank the loan in 60 installments with 1
month each, with the interest payable
once every month.
Secured loan from Shanghai 158 2.355 Starting from November 22, 2021, repay
Commercial & Savings Bank the loan in 60 installments with 1
month each, with the interest payable
once every month.
2,412,844
Less: Long-term loans due within ( 385,567 )
one year
$ 2,027,277
----- End of picture text -----
- 68 -
==> picture [390 x 29] intentionally omitted <==
----- Start of picture text -----
December 31, Interest
Creditor 2021 rate (%) Repayment period and method
Secured loan from Shinsei Trust $ 1,126,321 1.500 Starting from June 29, 2018, repay the
----- End of picture text -----
| Creditor Secured loan from Shinsei Trust |
December 31, 2021 $ 1,126,321 |
Interest rate (%) 1.500 |
Repayment period and method Starting from June 29, 2018, repay the |
|---|---|---|---|
| & Banking Co., Ltd. | loan in 32 installments of 6 months, | ||
| with interest payable once every 6 | |||
| months. | |||
| Secured loan from Shanghai | 630,000 | 1.580 | Starting from July 29, 2021, repay the |
| Commercial & Savings Bank | loan in 20 installments of 3 months | ||
| each, with the interest payable once | |||
| every month. | |||
| Secured loan from Chang Hwa | 250,000 | 1.000 | Starting from February 15, 2023, repay |
| Commercial Bank | the loan in 16 installments of 3 months | ||
| each, with the interest payable once | |||
| every month. | |||
| Secured loan from Taiwan | 211,219 | 1.090 | Starting from June 7, 2020, repay the loan |
| Cooperative Bank | in 16 installments of 3 months each, | ||
| with the interest payable once every | |||
| month. | |||
| Secured loan from Xingong | 200,000 | 1.580 | Starting from January 6, 2021, repay the |
| Branch, Land Bank of Taiwan | loan in 10 installments of 6 months, | ||
| with interest payable once every | |||
| month. | |||
| Credit loan from Shanghai | 93,500 | 1.430 | Starting from October 26, 2019, repay the |
| Commercial & Savings Bank | loan in 20 installments of 3 months, | ||
| with interest payable once every | |||
| month. | |||
| Secured loan from Shanghai | 86,880 | 3.030 | Starting from November 11, 2021, repay |
| Commercial & Savings Bank | the loan in 8 installments of 3 months | ||
| each from the 13th month onward, with | |||
| interest payable once every 3 months. | |||
| Secured loan from Taiwan | 70,031 | 1.090 | Starting from June 7, 2020, repay the loan |
| Cooperative Bank | in 16 installments of 3 months each, | ||
| with the interest payable once every | |||
| month. | |||
| Credit loan from Agricultural | 28,000 | 1.250 | Starting from January 30, 2021, repay the |
| Bank of Taiwan | loan in 40 installments of 1 month | ||
| each, with the interest payable once | |||
| every month. | |||
| Secured loan from E.Sun | 27,197 | 1.730 | Starting from August 22, 2019, repay the |
| Commercial Bank | loan in 180 installments of 1 month | ||
| each, with interest payable once every | |||
| month. | |||
| Secured loan from E.Sun | 23,608 | 1.730 | Starting from June 10, 2019, repay the |
| Commercial Bank | loan in 180 installments of 1 month | ||
| each, with interest payable once every | |||
| month. | |||
| Credit loan from Tokyo Branch, | 22,898 | 2.600 | Starting from September 4, 2015, repay |
| Chang Hwa Commercial Bank | the loan in 84 installments of 1 month | ||
| each, with interest payable once every | |||
| month | |||
| Secured loan from E.Sun | 15,997 | 1.730 | Starting from April 20, 2020, repay the |
| Commercial Bank | loan in 180 installments of 1 month | ||
| each, with interest payable once every | |||
| month. | |||
| Secured loan from E.Sun | 15,932 | 1.730 | Starting from March 17, 2020, repay the |
| Commercial Bank | loan in 180 installments of 1 month | ||
| each, with interest payable once every | |||
| month. | |||
| Secured loan from Shanghai | 15,743 | 1.500 | Starting from November 22, 2021, repay |
| Commercial & Savings Bank | the loan in 60 installments of 1 month | ||
| each, with the interest payable once | |||
| every month. |
(Continued on next page)
- 69 -
(Continued from previous page)
==> picture [390 x 486] intentionally omitted <==
----- Start of picture text -----
December 31, Interest
Creditor 2021 rate (%) Repayment period and method
Secured loan from E.Sun $ 12,499 1.730 Starting from March 17, 2020, repay the
Commercial Bank loan in 180 installments of 1 month
each, with interest payable once every
month.
Secured loan from E.Sun 8,922 1.730 Starting from April 20, 2020, repay the
Commercial Bank loan in 180 installments of 1 month
each, with interest payable once every
month.
Secured loan from Shanghai 3,936 1.500 Starting from November 22, 2021, repay
Commercial & Savings Bank the loan in 60 installments of 1 month
each, with the interest payable once
every month.
Secured loan from Chang Hwa 2,400 2.000 Starting from September 25, 2020, repay
Commercial Bank the loan in 60 installments of 1 month
each, with the interest payable once
every month.
Secured loan from Fubon Bank 1,836 4.500 Starting from May 31, 2021, repay the
(China) loan in 6 installments of 6 months
each, with the interest payable once
every month.
Secured loan from Shanghai 1,771 1.000 Starting from November 22, 2021, repay
Commercial & Savings Bank the loan in 60 installments of 1 month
each, with the interest payable once
every month.
Secured loan from Land Bank of 1,476 1.000 Starting from August 5, 2020, repay the
Taiwan loan in 60 installments of 1 month
each, with the interest payable once
every month.
Secured loan from Land Bank of 741 1.500 Starting from August 5, 2020, repay the
Taiwan loan in 60 installments of 1 month
each, with the interest payable once
every month.
Secured loan from Chang Hwa 600 2.000 Starting from September 25, 2020, repay
Commercial Bank the loan in 60 installments of 1 month
each, with the interest payable once
every month.
Secured loan from Shanghai 196 1.000 Starting from November 22, 2021, repay
Commercial & Savings Bank the loan in 60 installments of 1 month
each, with the interest payable once
every month.
Secured loan from Land Bank of 149 2.200 Starting from August 5, 2020, repay the
Taiwan loan in 60 installments of 1 month
each, with the interest payable once
every month.
2,851,852
Less: Long-term loans due within ( 487,677 )
one year
$ 2,364,175
----- End of picture text -----
Note: For collaterals for long-term borrowings of the Consolidated Company, please refer to Note 35.
- 70 -
19. Corporate Bonds Payable
| Corporate Bonds Payable | ||
|---|---|---|
| Domestic unsecured convertible bonds Less: Discount on corporate bonds payable Less: Portion classified as due within one year |
December 31, 2022 $ 339,700 ( 294 ) (339,406) $ - |
December 31, 2021 |
| $ 339,700 ( 4,642 ) - $335,058 |
On January 25, 2018, the subsidiary Giga Solar Materials Corporation issued its
second domestic unsecured convertible bonds with the following major terms:
-
(1) Face value: NT$100 thousand
-
(2) Issue price: 100%
-
(3) Total face value of issue: NT$2,000,000 thousand.
-
(4) Coupon rate: 0%.
-
(5) Bond period: 5 years (January 25, 2018 through January 25, 2023).
-
(6) Repayment method: Except for early conversion or sale by bondholders or early redemption by Giga Solar Materials Corporation, Giga Solar Materials Corporation will repay the bonds in cash at face value in one lump sum upon maturity.
-
(7) Redemption right of the corporate bonds: If the closing price of Giga Solar Materials Corporation’s ordinary shares exceeds the prevailing conversion price by 30% (inclusive) or more for 30 consecutive business days from the day after the first month of issuance until the 40th day after the end of the issuance period, or if the outstanding balance of the bonds is less than 10% of the original issue amount, Giga Solar Materials Corporation may redeem the outstanding bonds at face value in cash.
-
(8) Redemption right of bondholders: The benchmark date for the redemption of the convertible corporate bonds by bondholders is three years after the issuance (January 25, 2021). Bondholders can request the Company to redeem 103.80% of the face value of the bonds in cash, and request the Taipei Exchange via letter to announce the exercise of the redemption right of the convertible corporate bondholders 30 days before the benchmark date for the redemption (December 26, 2020).
-
71 -
-
(9) Conversion:
-
Bondholders may, from the day after the expiration of one month after the issuance date to 10 days before the expiration date, apply to Giga Solar Materials Corporation for conversion into ordinary shares of Giga Solar Materials Corporation in accordance with the provisions of relevant laws and regulations. As of December 31, 2022, bondholders have requested the conversion of a total of one lot of corporate bonds with a face value of NT$100 thousand, and requested the conversion into 432 ordinary shares of Giga Solar Materials Corporation. The capital increase benchmark date was May 14, 2021, and the change registration was completed on June 11, 2021.
-
Conversion price: The conversion price at issuance was set at NT$253.31 per share.
-
Adjustment to conversion price
-
(1) After the issuance of corporate bonds, the conversion price shall be adjusted when the number of issued (or private placement) common shares of Giga Solar Materials Corporation increases (including, but not limited to, cash capital increase, capital increase from earnings, capital increase from capital surplus, issuance of new shares for merger or for acquiring shares of other companies, stock split and cash capital increase to sponsor the issuance of overseas depositary receipts, by way of subscription or private placement), except for the conversion of common shares by issuing various marketable securities with conversion options of common shares.
-
(2) If the ratio of cash dividends to the current price per share exceeds 1.5%, the conversion price shall be reduced by the ratio of the current price per share on the ex-dividend date after the bonds are issued.
-
(3) If, after the issuance of this convertible bond, Giga Solar Materials Corporation reissues (or private placement) various securities with conversion or subscription rights to ordinary shares at a conversion or subscription price lower than the
-
-
72 -
current price per share, Giga Solar Materials Corporation shall adjust the conversion price.
-
(4) After the issuance of this convertible bond, if there is a reduction in the number of shares of common stock due to a capital reduction other than the cancellation of treasury stock, Giga Solar Materials Corporation shall adjust the conversion price.
-
The conversion price as of December 31, 2022 was NT$210.65 per share.
-
Giga Solar Materials Corporation repurchased or redeemed corporate bonds on the open market according to the market price or by executing the put option of the bondholders. As of December 31, 2022, a total of 16,603 corporate bond certificates were repurchased or redeemed, with a face value of NT$1,660,300 thousand. Giga Solar Materials Corporation apportioned the repurchase or redemption price to the liability component and the equity component and apportioned the difference between the amount of the liability component and its book value, and recognized other losses of NT$24,861 thousand for the year ended December 31, 2021.
20. Other Payables and Other Current Liabilities
| Other payables Payable on equipment and construction Salaries and bonuses payable Premiums payable Others Other current liabilities Contract liabilities Refund liabilities Other advance receipts Others |
December 31, 2022 $ 93,057 90,539 10,661 195,145 $ 389,402 December 31, 2022 $ 35,764 26,795 21,072 13,257 $ 96,888 |
December 31, 2021 | December 31, 2021 |
|---|---|---|---|
| $ 34,298 75,139 13,903 181,838 $ 305,178 December 31, 2021 |
|||
| $ 302,886 - 21,954 6,563 $ 331,403 |
- 73 -
21. Post-employment Benefit Plan
(1) Defined contribution plan
The pension system of the Company and its domestic subsidiaries in the Consolidated Company under the “Labor Pension Act” is a government-administered defined contribution pension plan with contributes 6% of employees’ monthly salaries contributed to the personal accounts at the Bureau of Labor Insurance.
In accordance with local government regulations, subsidiaries in mainland China contribute a certain percentage of employees’ salaries to the pension insurance fund, which is paid to the relevant government departments and deposited in separate account for each employee.
The Consolidated Company’s other foreign subsidiaries contribute pension funds to the related pension management business in accordance with local laws and regulations.
(2) Defined benefit plan
The pension system of the Company and its domestic subsidiaries in the Consolidated Company under the “Labor Standards Act” is a government-administered defined benefit pension plan. The employee’s pension is calculated based on the bases of years of service and the average monthly salary at the time of approval of retirement. Two bases are granted for each year of service up to (including) 15 years, and one base is granted for each year of service over 15 years, subject to a maximum accumulation of 45 bases. The companies appropriate 2% of employees’ monthly salaries to pension funds, which is deposited by the Supervisory Committee of Labor Retirement Reserve in the name of the Committee into a special account at the Bank of Taiwan. Before the end of the year, if the balance in the special account is estimated to be insufficient to pay for employees who are expected to meet the retirement requirements in the following year, the difference will be made up in one lump sum by the end of March of the following year. The management of the special account is entrusted to the Bureau of Labor Funds, the Ministry of Labor. The Consolidated Company has no right to influence the investment management strategy.
The subsidiary Whole Sun Green Power Co., Ltd. reached an agreement with the Company’s employees on the old pension scheme in November 2021 in accordance with the Labor Standards Act and Labor Pension Act, settled the old pension based seniority, and cancelled the account in accordance with the Regulations for the
- 74 -
Allocation and Management of the Workers' Retirement Reserve Funds. The procedure for cancellation was completed on December 8, 2022.
The amounts included in the consolidated balance sheets for defined benefit plan are shown below:
| plan are shown below: | |||
|---|---|---|---|
| Present value of defined benefit obligations Fair value of plan assets Net defined benefit liabilities |
December 31, 2022 $ 46,096 (31,949) $ 14,147 |
December 31, 2021 | |
( |
( |
$ 55,466 29,718) $ 25,748 |
The changes in net defined benefit liabilities are as follows:
| January1, 2021 Service costs Current service costs Interest expense (income) Recognized in profit or loss Remeasurement Return on plan assets (excluding the amounts included in net interest) Actuarial (gains) losses - Changes in demographic assumptions - Changes in financial assumptions - Adjustments through experiences Recognized in other comprehensive income Employer appropriation Benefits paid December 31, 2021 Service costs Current service costs Interest expense (income) Recognized in profit or loss |
Present value of defined benefit obligations $ 55,326 59 233 292 - 224 ( 3,476 ) 3,280 28 - ( 180) 55,466 935 434 1,369 |
Fair value of plan assets ($ 27,399) - ( 116) ( 116) ( 95 ) - ( 277 ) - ( 372) ( 2,011) 180 ( 29,718) - ( 224) ( 224) |
Net defined benefit liabilities $ 27,927 59 117 176 ( 95 ) 224 ( 3,753 ) 3,280 ( 344) ( 2,011) - 25,748 935 210 1,144 |
|---|---|---|---|
(Continued on next page)
- 75 -
(Continued from previous page)
| Remeasurement Return on plan assets (excluding the amounts included in net interest) Actuarial (gains) losses - Changes in demographic assumptions - Changes in financial assumptions - Adjustments through experiences Recognized in other comprehensive income Settlement of subsidiaries’ defined benefit obligations Employer appropriation Benefits paid December 31, 2022 |
Present value of defined benefit obligations $ - 1 ( 9,568 ) ( 106) ( 9,673) ( 1,066) - - $ 46,096 |
Fair value of plan assets ( $ 2,094 ) - - - ( 2,094) 1,117 ( 1,030) - ( $ 31,949 ) |
Net defined benefit liabilities |
|---|---|---|---|
| ( $ 2,094 ) 1 ( 9,568 ) ( 106) ( 11,767) 51 ( 1,030) - $ 14,147 |
The Consolidated Company is exposed to the following risks as a result of the pension system under the “Labor Standards Act”:
-
Investment risk: The Bureau of Labor Funds, Ministry of Labor invests the labor pension fund in domestic and foreign equity securities, debt securities, and bank deposits through its own management or entrusted third parties, but the amount allocated to the Consolidated Company’s plan assets is based on the income at a rate no less than the local bank’s 2-year time deposit rate.
-
Interest rate risk: A decrease in interest rates on government bonds will increase the present value of the defined benefit obligation, but the return on debt investment in plan assets will also increase, which will have a partially offsetting effect on the net defined benefit obligation.
-
Salary Risk: The present value of the defined benefit obligation is calculated by reference to the future salary of the plan member. Therefore, increases in plan
-
76 -
member’s salary will result in an increase in the present value of the defined benefit obligation.
The present value of the Consolidated Company’s defined benefit obligation was actuarially determined by a qualified actuary and the significant assumptions at
the measurement date were as follows.
| Discount rate Expected rate of salary increase |
December 31, 2022 1.41%~1.44% 2.00~3.00% |
December 31, 2021 |
|---|---|---|
| 0.77%~0.82% 3.00% |
The amount by which the present value of the defined benefit obligation would increase (decrease) if there are reasonable possible changes in significant actuarial assumptions, with all other assumptions held constant, is as follows
| Discount rate Increase by 0.5% Decrease by 0.5% Expected rate of salary increase Increase by 0.5% Decrease by 0.5% |
December 31, 2022 ($ 3,074) $ 3,488 $ 3,438 ($ 3,061) |
December 31, 2021 | December 31, 2021 |
|---|---|---|---|
| ( ( |
( ( |
$ 4,224) $ 4,632 $ 4,511 $ 4,162) |
The sensitivity analysis above may not reflect actual changes in the present value of the defined benefit obligation because the actuarial assumptions may be correlated and changes in only one assumption are not feasible.
| Amount expected to be appropriated within 1 year Average duration to maturity of defined benefit obligation |
December 31, 2022 $ 1,029 13–15 years |
December 31, 2021 $ 934 15–17 years |
|---|---|---|
22. Equity
(1) Ordinary share capital
| Authorized number of shares (in thousands) Authorized capital stock Number of shares issued and fully paid (in thousands) Capital stock issued |
December 31, 2022 500,000 $ 5,000,000 350,906 $ 3,509,057 |
December 31, 2021 500,000 $ 5,000,000 285,906 $ 2,859,057 |
|---|---|---|
The issued ordinary shares has a face value of NT$10 per share and each share is entitled to one voting right and receiving dividends.
- 77 -
In order to meet the demand of repaying bank loans, the board of directors decided to issue 65,000 thousand new shares by cash capital increase on November 1, 2021. The benchmark date of the cash capital increase was February 24, 2022. The subscription price per share was NT$25, and the total amount of share capital received was NT$1,625,000 thousand, which has been fully collected.
(2) Capital surplus
| Capital surplus | |||
|---|---|---|---|
| For loss make-up, payment in cash or capitalization as equity (1) Stock issuance premium Differences between equity price and carrying amount arising from actual acquisition or disposal of subsidiaries Only for loss make-up Recognition of changes in ownership interest in subsidiaries (2) Changes in net equity of associates accounted for using the equity method Not for any purpose Others |
December 31, 2022 $ 976,578 86,664 355,474 2,422 69,355 $ 1,490,493 |
December 31, 2021 | |
| $ 1,432 52,515 372,807 2,465 69,355 $ 498,574 |
-
Such capital surplus may be used to make up for losses or, when the Company has no losses, to distribute cash or to capitalize equity, provided that the capitalization is limited to a certain percentage of the paid-in capital each year.
-
This type of capital surplus represents the effect of equity transactions recognized for changes in the Company’s equity when the Company has not actually acquired or disposed of ownership interest in the subsidiary. Among them, the Company’s subsidiary, Hua Hsu Silicon Materials Co., Ltd., disposed of the trust shares of its resigned employees in accordance with the trust agreement in 2021, and the remaining amount after deducting the amount to be distributed and returned to the employees was NT$4,797 thousand, which is deemed to be a reissue after Hua Hsu Silicon Materials Co., Ltd. called back the shares. The Company included them in the capital surplus according to the shareholding ratio – changes in ownership interests of subsidiaries, with the amount of NT$1,538 thousand.
-
78 -
(3) Retained earnings and dividend policy
In accordance with the Company’s earnings distribution policy as stipulated in the Articles of Association, if there is any net earnings in the Company’s annual final accounts, the Company shall first pay tax, make up for accumulated losses in the past and then provide 10% as legal reserve in accordance with the law. If the accumulated legal reserve has reached the Company’s paid-in capital, the Company may no longer need to provide legal reserve. The remainder shall be used to provide or reverse special reserve as provided by law. If there are still remaining earnings, the board of directors shall prepare a proposal for distribution of the remainder together with the accumulated unappropriated earnings from the prior years as dividends to shareholder, and submit it to the shareholders’ meeting for resolution.
The shareholders’ meeting held on July 26, 2021 approved the amendment of the Company’s policy on the distribution of dividends to shareholders, which is subject to the Company’s current and future investment environment, capital requirements, domestic and external competition, and capital budget, with the interests of shareholders and the Company’s long-term financial planning taken into account. If the distributable earnings for the year reaches 5% of the paid-in capital, dividends shall be paid at a percentage of not less than 20% of the distributable earnings for the year; If the distributable earnings for the year does not reach 5% of the paid-in capital, no dividends may be paid. The percentage of cash dividends paid each year shall not be less than 20% of the total amount of cash and stock dividends paid in that year. The aforementioned dividend distribution percentage may be adjusted based on financial, business and operational considerations.
Please refer to Note 24(7) for the Company’s policy on employee and director remuneration distribution under the Company’s Articles of Association.
The legal reserve should be appropriated until the balance reaches the Company’s total paid-in capital. Legal reserve may be used to make up for losses. If the Company has no losses, the excess of legal reserve over 25% of the paid-in capital may be distributed in cash in addition to capitalization as equity.
On July 26, 2021, the shareholders’ meeting of the Company passed a resolution to amend the Articles of Association to specify that when the special reserve is allocated from the net deduction of other equity accumulated in the previous period, if the undistributed surplus in the previous period is insufficient to allocate, the after-tax net profit plus items other than the after-tax net profit of the current period
- 79 -
will be added into the undistributed surplus of the current period for the allocation. Before the amendment to the Articles of Association, the Company shall allocate the undistributed earnings from the previous period according to law.
The deficit compensation proposals for 2021 and 2022 approved at the general shareholders’ meeting of the Company on June 24, 2022 and July 26, 2021 are as follows:
| follows: | ||
|---|---|---|
| Deficit to be made up at the beginning of the year Remeasurement of defined benefit plan Adjustment of cash capital increase Net income (loss) for the year Disposal of equity instruments at fair value through other comprehensive income Organization restructuring Deficit to be made up at the end of the year |
2021 ( $ 571,686 ) ( 1,025 ) - 24,796 14,268 - ( $ 533,647 ) |
2020 |
| $ - ( 2,069 ) ( 6,248 ) ( 535,475) ( 21,235 ) ( 6,659) ( $ 571,686 ) |
The deficit compensation proposal for 2022 as proposed by the board of directors on March 30, 2023 is as follows:
| directors on March 30, 2023 is as follows: | |
|---|---|
| Deficit to be made up at the beginning of the year Remeasurement of defined benefit plan Net loss for the year Disposal of equity instruments at fair value through other comprehensive income Deficit to be made up at the end of the year |
2022 |
| ( $533,647) 6,580 ( 154,537) 1,408 ( $680,196) |
The deficit compensation proposal for 2022 is pending the resolution of the shareholders’ meeting scheduled to be held on June 28, 2023.
(4) Special reserve
| Opening and ending balances | 2022 $ 155,982 |
2021 $ 155,982 |
||
|---|---|---|---|---|
As of December 31, 2022 and 2021, the amount of special reserve first utilized were NT$23,784 thousand.
- 80 -
(5) Other equity items
- Exchange differences on translation of financial statements of foreign operations
| operations | |||||
|---|---|---|---|---|---|
| 2022 | 2021 | ||||
| Balance at the beginning | of | ||||
| the year | ( | $ 122,805 ) | ( | $ 97,324 ) | |
| Generated in the year | |||||
| Translation | |||||
| differences on | |||||
| translation of | |||||
| foreign operations | 6,972 | ( | 25,841 ) | ||
| Reclassification | |||||
| Share of disposal | of | ||||
| subsidiary under the | |||||
| equity method | 2,509 | - | |||
| Disposal of partial interest | |||||
| in a subsidiary | 1,132 | 152 | |||
| Change in recognition | of | ||||
| ownership interest |
in | ||||
| subsidiaries | 46 | 208 | |||
| Balance at the end of the | |||||
| year | ( | $ 112,146 ) | ( | $ 122,805 ) | |
| Unrealized valuation gains or losses | on financial assets measured at fair value | ||||
| through other comprehensive | income | ||||
| 2022 | 2021 | ||||
| Balance at the beginning | of | ||||
| the year | $ 22,715 | ( | $ 75,723 ) | ||
| Generated in the year | |||||
| Unrealized gain or loss | |||||
| Equity instruments | ( | 73,831 ) | 112,815 | ||
| Share of subsidiary | |||||
| accounted for using the | |||||
| equity method | ( | 51 ) |
- | ||
| Transfer of accumulated | |||||
| gain or loss on disposal | |||||
| of equity instruments | to | ||||
| retained earnings | ( | 1,408 ) |
( | 14,268 ) | |
| Disposal of partial interest | |||||
| in a subsidiary | ( | 1,190) | ( | 109) | |
| Balance at the end of the | |||||
| year | ( | $ 53,765 ) | $ 22,715 |
-
Unrealized valuation gains or losses on financial assets measured at fair value through other comprehensive income
-
81 -
(6) Non-controlling interests
| Non-controlling interests | ||
|---|---|---|
| Balance at the beginning of the year Net loss for the year Other comprehensive income for this year: Exchange differences on translation of financial statements of foreign operations Unrealized losses on financial assets measured at fair value through other comprehensive income Tax effects of other comprehensive income Remeasurement of defined benefit plan Share of other comprehensive income of associates and joint ventures accounted for using the equity method Changes in ownership interest in associates Changes in ownership interest in subsidiaries (Note 30) Differences between equity price and carrying amount arising from acquisition or disposal of subsidiaries (Note 30) Cash dividends to shareholders of subsidiaries Subsidiary share based payment transactions Acquisition of increased non-controlling interests in subsidiaries (Note 28) |
2022 $ 4,441,640 ( 376,753 ) 18,693 ( 97,474 ) ( 3,739 ) 5,187 9 ( 42 ) 1,571,936 42,885 - 36,882 47,899 $ 5,687,123 |
2021 |
| $ 3,323,577 ( 298,453 ) ( 34,705 ) 142,306 6,017 1,369 - 13,431 1,323,945 17,628 ( 77,887 ) 24,412 - $ 4,441,640 |
- 82 -
23. Revenues
(1) Description of Customer Contract
Revenue recognition for the Consolidated Company is recognized at a point in
time. Information on revenue from customer contracts is as follows:
| Revenue from customer contracts Merchandise sales revenues Other operating revenues |
2022 $ 6,441,982 289,129 $ 6,731,111 |
2021 | ||
|---|---|---|---|---|
| $ 8,078,680 269,138 $ 8,347,818 |
||||
Breakdown of revenue from customer contracts
==> picture [387 x 167] intentionally omitted <==
----- Start of picture text -----
Product type 2022 2021
Revenues from sales of
conductive paste $ 3,386,217 $ 5,304,075
Revenues from sales of silicon
products 1,419,889 1,890,860
Revenues from sales of cathode
material of battery 352,874 90,350
Revenues from sales of
electricity 230,215 252,949
Revenues from construction
projects 463,721 224,111
Others 878,195 585,473
$ 6,731,111 $ 8,347,818
----- End of picture text -----
(2) Contract balance
| Accounts receivable (Note 9) Accounts receivable – related party (Note 9) Contract assets Power Plant Construction Contract Less: allowance for loss Contract assets – current |
December 31, 2022 $ 816,589 $ 38,704 $ 245,518 - $ 245,518 |
December 31, 2021 $ 1,127,463 $ 135,703 $ 189,595 - $ 189,595 |
January1, 2021 $ 1,771,528 $ 95,894 $ 178,548 - $ 178,548 |
|---|---|---|---|
(Continued on next page)
- 83 -
(Continued from previous page)
| Contract liabilities Power Plant Construction Contract Merchandise Sales Contract liabilities – current (included in other current liabilities) |
December 31, 2022 $ 31,327 4,437 $ 35,764 |
December 31, 2021 $ 22,194 280,692 $ 302,886 |
January1, 2021 | January1, 2021 |
|---|---|---|---|---|
| $ 3,339 123,267 $ 126,606 |
The change in contract assets and contract liabilities is mainly due to the difference between the point at which the performance obligation is satisfied and the point at which the customer pays.
- (3) Customer contracts not yet fully performed
The allocated transaction prices and the expected timing of recognition as revenue for the outstanding performance obligations are as follows:
| Power Plant Construction Contract Performed in 2022 Performed in 2023 |
December 31, 2022 $ - 220,025 $220,025 |
December 31, 2021 | December 31, 2021 |
|---|---|---|---|
| $ 47,097 - $ 47,097 |
24. Net Income from Continuing Operations
- (1) Interest income
| Interest income | ||||
|---|---|---|---|---|
| Bank deposits Others |
2022 $ 8,958 410 $ 9,368 |
2021 | ||
| $ 4,247 14 $ 4,261 |
- (2) Other income
| Other income | ||||
|---|---|---|---|---|
| Rental income Investment property (Note 15) Others Dividend income Others |
2022 $ 13,269 11,472 2,470 42,859 $ 70,070 |
2021 | ||
| $ 12,007 6,065 2,107 81,374 $101,553 |
- 84 -
(3) Other gains and (losses)
| (3) Other gains and (losses) |
|||
|---|---|---|---|
| Net foreign currency exchange gain (loss) Impairment loss on non-financial assets Net gain on financial assets and liabilities at fair value through profit or loss Loss from disposal of property, plant and equipment Loss on disposal of subsidiaries Loss on repurchase of corporate bonds Others (4) Financial costs Interest on bank borrowings Interest on borrowed silver ingots Short term notes and bills payable, corporate bond interest, and discount amortization Interest on lease liabilities Interest on borrowings from related parties Amortization of long-term payables Imputed interest on deposit and others (5) Depreciation and amortization Summary of depreciation by function. Operating costs Operating expenses Summary of amortization by function. (Note) Operating costs Operating expenses |
2022 $ 140,221 ( 84,310 ) 21,099 ( 5,995 ) ( 3,165) - ( 79,543) ($ 11,693) 2022 $ 66,619 9,159 7,800 2,449 - - 24 $ 86,051 2022 $ 186,273 120,961 $307,234 $ 49 13,533 $ 13,582 |
2021 | |
| ( $ 81,839 ) ( 147 ) 3,171 ( 30,129 ) ( 9 ) ( 24,861 ) ( 31,106) ( $164,920) 2021 |
|||
| $ 83,194 10,412 5,800 2,612 2,023 1,224 16 $105,281 2021 |
|||
| $ 170,543 147,935 $318,478 $ 36 12,154 $ 12,190 |
- 85 -
Note: Including the amortization of other non-current assets.
(6) Employee benefit expenses
| Employee benefit expenses | ||||
|---|---|---|---|---|
| Short-term employee benefits Post-employment benefits Defined contribution plan Defined benefit plan (Note 21) Share-based payment (Note 27) Settlement of interests Other employee benefits Total employee benefit expenses Summary by function. Operating costs Operating expenses |
2022 $ 513,888 15,905 1,144 50,813 28,742 $ 610,492 $220,659 389,833 $610,492 |
2021 | ||
| $ 466,710 17,888 176 40,957 22,852 $ 548,583 $178,569 370,014 $548,583 |
- (7) Remuneration for employees and directors
In accordance with the Company’s Articles of Association, the remuneration for employees shall not be less than 4% and not more than 8%, and the remuneration for directors shall not be more than 3%.
In 2022 and 2021, no remuneration for employees and directors was estimated due to a cumulative loss.
If there is a change in the amount of the consolidated financial statements after the date of its issuance, the amount is adjusted in the following year in accordance with the rules related to changes in accounting estimates.
There was no difference between the actual amount of employees’ and directors’ remuneration paid for 2021 and 2020 and the amount recognized in the consolidated financial statements in 2021 and 2020.
Please refer to the “Market Observation Post System” of the Taiwan Stock Exchange for information on the remuneration for employees and directors resolved by the board of directors of the Company.
- 86 -
25. Income Taxes from Continuing Operations
(1) Income tax recognized in profit or loss
The major components of income tax expense are as follows:
| Current income tax Generated in the year Adjustments for prior years Deferred tax generated in the year Income tax expense recognized in profit or loss |
2022 $ 40,077 4,559 44,636 11,236 $ 55,872 |
2021 | ||
|---|---|---|---|---|
| ( ( |
$ 35,758 491) 35,267 26,324) $ 8,943 |
The reconciliation of accounting income to income tax expense is as follows:
| (2) | 2022 Net loss before tax from continuing operations ( $ 475,418 ) Income tax benefit of net loss before tax calculated at the statutory tax rate ( $ 151,368 ) Non-deductible expenses due to tax purposes 97,456 Tax exempted income ( 608 ) Basic tax difference payable 1,045 Unrecognized loss carryforwards and deductible temporary differences 104,627 Adjustments to current income tax expenses of previous years 4,559 Others 161 Income tax expense recognized in profit or loss $ 55,872 Income tax recognized in other comprehensive income 2022 Deferred tax Generated in the period - Translation of foreign operations ( $ 4,358 ) |
2021 ( $ 264,714 ) ( $ 141,179 ) 59,869 ( 15,225) 914 104,888 ( 491 ) 167 $ 8,943 2021 |
2021 ( $ 264,714 ) ( $ 141,179 ) 59,869 ( 15,225) 914 104,888 ( 491 ) 167 $ 8,943 2021 |
|---|---|---|---|
| $ 10,908 |
-
87 -
-
(3) Current income tax assets and liabilities
| Current income tax assets Tax refund receivable Current income tax liabilities Income tax payable |
December 31, 2022 $ 19,577 $ 11,410 |
December 31, 2021 | December 31, 2021 |
|---|---|---|---|
| $ 17,522 $ 24,051 |
(4) Deferred tax assets and liabilities
The changes in deferred tax assets were as follows:
==> picture [387 x 47] intentionally omitted <==
----- Start of picture text -----
Recognized in
Balance at the other
beginning of the Recognized in comprehensive Balance at the
year profits (losses) income end of the year
----- End of picture text -----
| 2022 | ||||||||||||
| Temporary difference | ||||||||||||
| Allowance for | ||||||||||||
| doubtful | ||||||||||||
| accounts in | ||||||||||||
| excess of limit | $ | 35,257 | $ | 315 | $ | - | $ | 35,572 | ||||
| Impairment of bond | ||||||||||||
| investments | ||||||||||||
| without active | ||||||||||||
| markets | 17,644 | - | - | 17,644 | ||||||||
| Investment | ||||||||||||
| accounted for | ||||||||||||
| using the equity | ||||||||||||
| method | ( | 29,803 ) | ( | 7,167 ) | - | ( | 36,970 ) | |||||
| Unrealized | ||||||||||||
| inter-company | ||||||||||||
| transactions | ||||||||||||
| between entities | 3,550 | - | - | 3,550 | ||||||||
| Fair value | ||||||||||||
| adjustments | ||||||||||||
| resulting from | ||||||||||||
| business merger | 695 | - | - | 695 | ||||||||
| Net defined benefit | ||||||||||||
| liabilities – | ||||||||||||
| non-current | ( | 153 ) | 153 | - | - | |||||||
| Allowance for | ||||||||||||
| decline in value | ||||||||||||
| of inventories | ||||||||||||
| and slow moving | ||||||||||||
| losses | 6,306 | ( | 1,375 ) | - | 4,931 | |||||||
| Unrealized | ||||||||||||
| exchange gain | ||||||||||||
| and loss | 3,458 | ( | 13,812 ) | - | ( | 10,354 ) |
(Continued on next page)
- 88 -
(Continued from previous page)
| Exchange differences on translation of financial statements of foreign operations Unused tax losses Investment tax credit Deferred income tax (expense) income Deferred tax assets Information expressed in the balance sheet is as follows. Deferred tax assets Deferred tax liabilities 2021 Temporary difference Allowance for doubtful accounts in excess of limit Impairment of bond investments without active markets Investment accounted for using the equity method Interest compensation on corporate bonds payable Unrealized inter-company transactions between entities Fair value adjustments resulting from business merger Net defined benefit liabilities – non-current |
Balance at the beginning of the year $ 58,173 46,692 7,022 $ 148,841 $ 179,197 $ 30,356 $ 33,446 17,644 ( 27,640 ) 13,033 5,353 695 ( 101 ) |
Recognized in profit or loss $ - 17,672 ( 7,022) ( $ 11,236 ) $ 1,811 - ( 2,163 ) ( 13,033 ) ( 1,803 ) - ( 52 ) |
Recognized in other comprehensive income (loss) ( $ 4,358 ) - - ( $ 4,358 ) $ - - - - - - - |
Balance at the end of the year |
Balance at the end of the year |
|---|---|---|---|---|---|
( ( |
( ( ( ( ( ( |
( ( |
( ( |
$ 53,815 64,364 - $ 133,247 $ 172,677 $ 39,430 $ 35,257 17,644 29,803 ) - 3,550 695 153 ) |
(Continued on next page)
- 89 -
(Continued from previous page)
| Allowance for decline in value of inventories and slow moving losses Unrealized exchange gain and loss Exchange differences on translation of financial statements of foreign operations Unused tax losses Investment tax credit Deferred income tax (expense) income Deferred tax assets Information expressed in the balance sheet is as follows. Deferred tax assets Deferred tax liabilities |
Balance at the beginning of the year |
Balance at the beginning of the year |
Recognized in profit or loss ( $ 12,535 ) 7,211 - 46,692 196 $ 26,324 |
Recognized in other comprehensive income (loss) $ - - 10,908 - - $ 10,908 |
Balance at the end of the year |
Balance at the end of the year |
|---|---|---|---|---|---|---|
( |
$ 18,841 3,753 ) 47,265 - 6,826 $ 111,609 $ 143,103 $ 31,494 |
$ 6,306 3,458 58,173 46,692 7,022 $ 148,841 $ 179,197 $ 30,356 |
(5) Deductible temporary differences and unused loss carryforwards for deferred tax assets not recognized in consolidated balance sheets
| Loss carryforwards Expires in 2022 Expires in 2023 Expires in 2024 Expires in 2025 Expires in 2026 Expires in 2027 Expires in 2028 |
December 31, 2022 $ - 539,191 515,464 525,539 45,175 796,899 1,191,452 |
December 31, 2021 |
|---|---|---|
| $ 597,744 539,191 515,464 525,539 45,175 796,899 1,191,452 |
(Continued on next page)
- 90 -
(Continued from previous page)
| Expires in 2029 Expires in 2030 Expires in 2031 Expires in 2032 Deductible temporary difference |
December 31,2022 $ 746,154 118,789 1,437,784 368,460 $ 6,284,907 $ 2,159,394 |
December 31,2021 | December 31,2021 |
|---|---|---|---|
| $ 746,154 118,789 1,437,784 $ 6,514,191 $ 2,168,693 |
- (6) Total amount of temporary differences related to investments for which no deferred income tax liabilities were recognized
No deferred tax liability has been recognized for the income tax payable on the unappropriated earnings of foreign subsidiaries that may arise upon their repatriation. The Company has decided not to distribute the unappropriated earnings of its subsidiaries in the foreseeable future. As of December 31, 2022 and 2021, the amount of taxable temporary differences not recognized as deferred tax liabilities was NT$37,057 thousand and NT$381,555 thousand, respectively.
- (7) The status of income tax assessment
The Company’s profit-seeking enterprise annual income tax returns have been assessed by the tax authorities up to 2020.
26. Earnings (Loss) Per Share
| Basic earnings (loss) per share Diluted earnings (loss) per share |
( ( |
2022 $ 0.45 ) $ 0.45 ) |
Unit: NTD per share 2021 $ 0.09 $ 0.09 |
|---|---|---|---|
The weighted-average number of shares of common stock and net income (loss) used in the calculation of earnings (loss) per share are as follows
Net income (loss) for the year
| Net income (loss) attributable to shareholders of the Company Net income (loss) used in the calculation of basic and diluted earnings (loss) per share |
( ( |
2022 $ 154,537) $ 154,537 ) |
2021 $ 24,796 $ 24,796 |
|
|---|---|---|---|---|
- 91 -
| Number of shares The weighted-average number of shares of common stock used in the calculation of basic earnings (loss) per share Impact of potential ordinary shares with dilutive effect: Remuneration for employees The weighted-average number of shares of common stock used in the calculation of diluted earnings (loss) per share |
Unit: Thousand shares 2022 2021 341,289 285,906 - - 341,289 285,906 |
|
|---|---|---|
If the Consolidated Company may choose to have the employee compensation distributed via a stock or cash dividend, the calculation of the diluted earnings (loss) per share assumes that the bonus to employees is with a stock dividend distributed, with the weighted average number of shares outstanding included when the potential common stock has a diluted effect. The dilutive effect of these potential common shares also continues to be considered in the calculation of diluted earnings (loss) per share before the shares awarded to employees in the following year’s resolution.
27. Share-based Payment Agreement
- (1) Rights shares reserved for employee subscription
In November 2021, the board of directors of the Company resolved to increase the capital by cash and reserved 15% of the total new shares for subscription by employees in accordance with the Company Act. The recipients include employees of the Company and its subsidiaries who meet certain criteria. Warrant holders may immediately exercise the stock options in accordance with the measures for the issue and exercise of employee stock options after being granted the employee stock option warrants. In February 2022, the Company granted 1,331 units of employee stock options, each of which is entitled to 1 thousand shares of common stock. The stock options have a duration of 0.04 years and the exercise price is NT$25 per share.
- 92 -
Information on the employee stock options is as follows:
| Employee stock options In circulation at the beginning of the year Granted in the year Exercised in the year In circulation at the end of the year Exercisable at the end of the year Weighted average fair value of stock options granted during the year (NT$) |
2022 | ||
|---|---|---|---|
| Unit - 1,331 1,331) - - $ 0.11 |
Weighted average exercise price (NT$) |
||
| ( |
$ - 25 25 |
The Consolidated Company used the Black-Scholes valuation model for the employee stock options granted in February 2022, and the input values used in the valuation model were as follows:
| valuation model were as follows: | |
|---|---|
| Share price on the grant date Exercise price Expected volatility Duration Expected rate of dividend Risk-free interest rate |
February2022 |
| NT$25.05 NT$25 4.19% 0.04 years - 0.7132% |
In the Black-Scholes valuation model, the expected volatility is the share price in the sample range of the most recent period equivalent to the expected duration of the stock option, and is estimated by the standard deviation of the stock return in that period.
The Consolidated Company recognized a remuneration cost of NT$146 thousand in 2022.
(2) New shares issued in cash capital increase by subsidiary reserved for subscription by employees
On May 13, 2022, Giga Solar Materials Corporation decided to issue rights shares through the resolution of the board of directors, and reserved 15% of the total amount of new shares to be subscribed by employees. After being granted the employee stock option certificates, the certificate holders may immediately exercise the share subscription in accordance with the regulations on the issuance and
- 93 -
subscription of employee stock option certificates, and the date of grant was September 7, 2022.
For the above Black-Scholes valuation model for the employee stock options granted, the inputs used in the valuation model were as follows:
| granted, the inputs used in the valuation model were as follows: | |
|---|---|
| Share price on the grant date Exercise price Expected volatility Duration Expected rate of dividend Risk-free interest rate Fair value of stock options granted |
September 2022 |
| NT$128.5 NT$115 3% 0.18 years - 1.4% NT$13.6 |
In the Black-Scholes valuation model, the expected volatility is the share price in the sample range of the most recent period equivalent to the expected duration of the stock option, and is estimated by the standard deviation of the stock return in that period.
From January 1 to December 31, 2022, the Consolidated Company recognized a remuneration cost of NT$25,138 thousand.
(3) Transfer of treasury shares of subsidiaries to employees
Giga Solar Materials Corporation transferred 750 thousand treasury shares to employees through the resolution of the extraordinary shareholders’ meeting on September 30, 2021. The transferees were the current employees of Giga Solar Materials Corporation, and the transfer price was NT$125. The stock options on the transfer of the treasury shares to employees have been fully executed on November 24, 2021.
Unit: Thousand shares
| Date of approval of the extraordinary shareholders’ meeting September 30, 2021 |
Grant date November 19, 2021 |
Actual number of shares transferred |
Fair value on the grant date NT$ 54 |
|---|---|---|---|
| 750 |
- 94 -
Giga Solar Materials Corporation used the Black-Scholes valuation model for the employee stock options granted in November 2021, and the input values used in the valuation model were as follows:
| the valuation model were as follows: | |
|---|---|
| Share price on the grant date Exercise price Expected volatility Duration Expected rate of dividend Risk-free interest rate |
November 19,2021 |
| NT$179 NT$125 20.24% 0.01 year 3.5% 0.3117% |
In the Black-Scholes valuation model, the expected volatility is the share price in the sample range of the most recent period equivalent to the expected duration of the stock option, and is estimated by the standard deviation of the stock return in that period.
From January 1 to December 31, 2021, the Consolidated Company recognized a remuneration cost of NT$40,500 thousand.
(4) Employee stock options granted to the employees of subsidiaries –Ho Mi Specialty Materials Corporation
Ho Mi Specialty Corporation issued 900,000 employee stock option certificates by resolution of the board of directors in August 2021, and handled them in accordance with the regulations on the issuance and subscription of employee stock option certificates. The company decided to issue employee stock option certificates on September 1, 2021, which can be executed 100% within two years. Each unit may subscribe to 1 thousand ordinary shares. The stock options have a duration of 2.25 years and the exercise price is NT$10 per share.
Information on the employee stock options is as follows:
| Employee stock options | 2022 Unit Weighted average exercise price (NT$) |
2022 Unit Weighted average exercise price (NT$) |
2021 | 2021 | ||
|---|---|---|---|---|---|---|
| Unit | Unit | Weighted average exercise price (NT$) |
||||
| In circulation at the beginning of the year Granted in the year Abandonment in the year In circulation at the end of the year Exercisable at the end of the year Weighted average fair value of stock options granted during the year (NT$) |
( |
$ 895 - 50) 845 - $ - |
$ 10 - 10 |
( |
$ - 900 5) 895 - $ 3.12 |
$ - 10 10 |
- 95 -
For the above Black-Scholes valuation model for the employee stock options granted, the inputs used in the valuation model were as follows:
| granted, the inputs used in the valuation model were as follows: | |
|---|---|
| Share price on the grant date Exercise price Expected volatility Duration Expected rate of dividend Risk-free interest rate |
September 2021 |
| NT$11.88 NT$10 31.19% 2.25 years - 0.1993% |
In the Black-Scholes valuation model, the expected volatility is the share price in the sample range of the most recent period equivalent to the expected duration of the stock option, and is estimated by the standard deviation of the stock return in that period.
From January 1 to December 31, 2022 and 2021, the Consolidated Company recognized a remuneration costs of NT$1,263 thousand and NT$457 thousand. (5) Employee stock options granted to the employees of subsidiaries – Hua Hsu Silicon Materials Co., Ltd.
On December 16, 2021, Hua Hsu Silicon Materials Co., Ltd. decided to issue rights shares through the resolution of the board of directors, and reserved 15% of the total amount of new shares to be subscribed by the Company and its employees. After being granted the employee stock option certificates, the certificate holders may immediately exercise the share subscription in accordance with the regulations on the issuance and subscription of employee stock option certificates, and the date of grant was January 24, 2022.
For the above Black-Scholes valuation model for the employee stock options granted, the inputs used in the valuation model were as follows:
| granted, the inputs used in the valuation model were as follows: | |
|---|---|
| Share price on the grant date Exercise price Expected volatility Duration Expected rate of dividend Risk-free interest rate Fair value of stock options granted |
January2022 |
| NT$22.62 NT$20.00 3.85% 0.17 years - 1.1833% NT$2.62 |
- 96 -
In the Black-Scholes valuation model, the expected volatility is the share price in the sample range of the most recent period equivalent to the expected duration of the stock option, and is estimated by the standard deviation of the stock return in that period.
From January 1 to December 31, 2022, the Consolidated Company recognized a remuneration cost of NT$3,867 thousand.
(6) Restricted stock awards
On October 29, 2021, the extraordinary shareholders’ meeting of Hua Hsu Silicon Materials Co., Ltd. decided to issue 2,000 thousand new shares with restricted employee rights, with a total amount of NT$20,000 thousand. The above resolution has taken effect after being filed with the FSC on June 9, 2022. The board of directors of Hua Hsu Silicon Materials Co., Ltd. approved the issuance of restricted stock awards on June 17, 2022 in the total amount of NT$20,000 thousand. The par value per share is NT$10, totaling 2,000 thousand shares, and the issue price per share is NT$0 (that is free of charge). The grant date and issue date was June 17, 2022, and the fair value of the stock on the grant date was NT$29.47.
From January 1 to December 31, 2022, the Consolidated Company recognized a remuneration cost of NT$20,399 thousand.
28. Business Merger
- (1) Acquisition of subsidiary
| Ri Fa Green Power Co., Ltd. |
Main operating activities Solar Energy Related Business |
Acquisition date August 5, 2022 |
Ownership interests with voting rights/Ownersh ip acquired (%) 60 |
Transfer pricing $ 72,000 |
|
|---|---|---|---|---|---|
The Company acquired 60% of equity in Ri Fa Green Power Co., Ltd. on August 5, 2022. Please refer to Note 4.
- (2) Transfer pricing
Cash
Ri Fa Green Power Co., Ltd. $ 72,000
- 97 -
(3) Assets acquired and liabilities assumed on the acquisition date
==> picture [386 x 102] intentionally omitted <==
----- Start of picture text -----
|||
|---|---|
|Ri Fa Green Power|
|Co., Ltd.|
|Current assets|
|Cash and cash equivalents|$ 119,843|
|Prepayments|6|
|Non-current assets|
|Other non-current assets|50|
|$119,899|
----- End of picture text -----
The initial accounting treatment for the acquisition of Ri Fa Green Power Co., Ltd. was only tentative at the balance sheet date. For tax purposes, the tax basis of its assets was redetermined based on the market value of those assets. As of the date the consolidated financial statements were approved and issued, the required market valuation and other calculations had not been completed, and therefore only the best estimates of the Company’s management were used to provisionally determine the probable tax value.
- (4) Net cash inflow from acquisition of subsidiary
==> picture [386 x 64] intentionally omitted <==
----- Start of picture text -----
||||
|---|---|---|
|Ri Fa Green Power|
|Co., Ltd.|
|Consideration paid in cash|( $|72,000)|
|Less: Balance of cash and cash equivalents acquired|119,843|
|$|47,843|
----- End of picture text -----
- (5) Effect of business mergers on operating results
==> picture [390 x 89] intentionally omitted <==
----- Start of picture text -----
||||
|---|---|---|
|The operating performance from the acquiree since the acquisition date is as|
|follows|
|Ri Fa Green Power|
|Co., Ltd.|
|Operating revenues|$|-|
|Net loss for the year|( $|401 )|
----- End of picture text -----
If the acquisition of Ri Fa Green Power Co., Ltd. in August 2022 occurred on January 1, 2022, the Consolidated Company’s estimated operating income and net loss in 2022 would have been NT$6,731,111 thousand and NT$531,352 thousand, respectively. These amounts do not reflect the actual revenues and operating results that would have been generated by the Company if the business merger had been completed at the beginning of the year of acquisition and should not be used as a projection of future operating results.
- 98 -
In preparing the proposed operating income and net loss of the acquisition of Ri Fa Green Power Co., Ltd. from the beginning of the Company’s accounting year of the acquisition date, the management has taken into account the following factors:
-
Depreciation is calculated based on the fair value of plant and property at the time of the initial accounting for the business merger, rather than the carrying amount recognized in the pre-acquisition financial statements; And
-
The cost of borrowing is estimated based on the Company’s capital position, credit rating and debt-to-equity ratio after the merger.
-
Non-current Assets Held for Sale
On September 10, 2020, Global Acetech Co., Ltd. decided to sell some assets by resolution of the shareholders’ meeting, and signed a contract for the sale of land, houses, buildings and other ancillary equipment with non-related party, Xiangfu-Metal (Thailand) Co., Ltd., on September 29, 2020. The book value of the assets sold was THB 39,784 thousand, and the sale price was THB 50,200 thousand, which was collected in three phases. Because the sale price is expected to exceed the book amount of relevant net assets, when these units are classified as non-current assets for sale, there is no impairment loss that should be recognized. The transfer procedure has been completed before the end of 2021.
Global Acetech Co., Ltd. decided to sell some assets by resolution of the shareholders’ meeting on March 21, 2021, and signed a land sale contract with non-related party, The Great Star Precision Screw Co., Ltd., on March 31, 2021. The book value of the assets sold was THB 23,096 thousand, and the sale price was THB 27,600 thousand which was collected in three phases. Because the sale price is expected to exceed the book amount of relevant net assets, when these units are classified as non-current assets for sale, there is no impairment loss that should be recognized. The transfer procedure has been completed before the end of February 2023.
30. Equity Transactions with Non- controlling Interests
The subsidiaries Giga Solar Materials Corporation and Wafering Technology Corporation did not subscribe to the rights shares of Hua Hsu Silicon Materials Co., Ltd. according to the shareholding ratio on February 3, 2021, resulting in the shareholding ratio decreasing from 36.71% to 35.35%. On October 1, 2021, Hua Hsu Silicon Materials Co., Ltd. exchanged all the shares of the remaining shareholders of its subsidiary Hua Hsu Optotech Co., Ltd. (has been merged) by issuing new shares and
- 99 -
paying cash, resulting in the reduction of the shareholding ratio of Giga Solar Materials Corporation and Wafering Technology Corporation from 35.35% to 32.08%.
On February 13, 2021, the subsidiary Giga Solar Materials Corporation did not subscribe to the rights shares of Green Energy Electrode Inc. according to the shareholding ratio, resulting in the shareholding ratio decreasing from 50.39% to 48.39%.
The Consolidated Company sold a total of 206 thousand shares of Giga Solar Materials Corporation in 2021. Due to the capital increase by a subsidiary on June 29, 2021 and the resolution of the extraordinary shareholders’ meeting on September 30, 2021, transferred 750 thousand treasury shares to employees. The book-close date of share subscription was November 11, 2021, and the objects were the current employees of Giga Solar Materials Corporation, so the consolidated shareholding ratio decreased to 39.81%.
Subsidiaries Giga Solar Materials Corporation and Wafering Technology Corporation did not subscribe for new shares issued by Hua Hsu Silicon Materials Co., Ltd. on February 23, 2022 in proportion to their shareholdings, and Wafering Technology Corporation disposed of Hua Hsu Silicon Materials Co., Ltd. Shares it held in March 2022, bringing the shareholding of Giga Solar Materials Corporation up from 32.08% to 34.69%.
Subsidiary Hua Hsu Silicon Materials Co., Ltd. issued restricted stock awards on July 31, 2022, causing the Consolidated Company’s shareholding to decrease from 34.69% to 34.01%.
The Consolidated Company sold a total of 495 thousand shares in Giga Solar Materials Corporation before a capital increase from June to September 2022, resulting in a decrease in the consolidated shareholding from 39.81% to 39.16%.
On September 14, 2022, the Consolidated Company failed to subscribe for the shares issued in a cash capital increase by its subsidiary Giga Solar Materials Corporation in proportion to its shareholding, resulting in a decrease in its shareholding from 39.16% to 38.43%.
The Consolidated Company sold a total of 61,000 shares in Giga Solar Materials Corporation after the capital increase in 2022, resulting in a decrease in the consolidated shareholding from 38.43% to 38.36%.
Subsidiary Giga Solar Materials Corporation failed to reduce the capital of the subsidiary Merchant Energy PTE., Ltd. on October 28, 2022 by US$1.7 million in
- 100 -
proportion to its shareholding, resulting in a decrease in the Consolidated Company’s shareholding from 87.65% to 87.00%.
On November 1, 2022, the Consolidated Company failed to subscribe for the shares issued in a cash capital increase by Ri Fa Green Power Co., Ltd., in proportion to its shareholding, with its shareholding remaining at 60%.
On November 23, 2022, the subsidiary Giga Solar Materials Corporation failed to subscribe for the shares issued in a cash capital increase by the subsidiary Green Energy Electrode Inc. in proportion to its shareholding, resulting in an increase in its shareholding from 48.39% to 52.81%.
Subsidiary Giga Solar Materials Corporation purchased a total of 222 thousand shares in Hua Hsu Silicon Materials Co., Ltd. from October to December 2022, resulting in an increase in the consolidated shareholding from 34.01% to 34.23%.
Since the above transactions did not change the Consolidated Company’s control over said subsidiaries, the Consolidated Company treated them as equity transactions.
2022
| 2022 | ||||||
|---|---|---|---|---|---|---|
| Cash consideration received The carrying amount of the subsidiary’s net assets that should be transferred to non-controlling interests based on the relative changes in equity. Adjustments to other equity items attributed to shareholders of the Company - Exchange differences on translation of financial statements of foreign operations - Unrealized gains or losses on financial assets measured at fair value through other comprehensive income Equity transaction differences Adjustment account of equity transaction differences Capital surplus – Recognition of changes in ownership interest in subsidiaries Capital surplus – Differences between equity price and carrying amount arising from actual acquisition or disposal of subsidiaries |
Hua Hsu Optotech Co., Ltd. $ 219,840 ( 235,351 ) 214 - ( $ 15,297 ) ( $ 15,955 ) 658 ( $ 15,297 ) |
Green Energy Electrode Inc. $ 117,695 ( 133,193 ) 46 - ( $ 15,452 ) ( $ 15,452 ) - ( $ 15,452 ) |
Giga Solar Materials Corporation $ 1,272,305 ( 1,240,464 ) ( 1,124 ) 1,190 $ 31,907 ( $ 1,584 ) 33,491 $ 31,907 |
Ri Fa Green Power Co., Ltd. $ 8,000 ( 8,000 ) - - $ - $ - - $ - |
Merchant Energy PTE., Ltd. $ - 2,187 ( 314 ) - $ 1,873 $ 1,873 - $ 1,873 |
Total |
| $ 1,617,840 ( 1,614,821 ) ( 1,178 ) 1,190 $ 3,031 ( $ 31,118 ) 34,149 $ 3,031 |
- 101 -
2021
| 2021 | |||||||
|---|---|---|---|---|---|---|---|
| Cash consideration received The carrying amount of the subsidiary’s net assets that should be transferred to non-controlling interests based on the relative changes in equity. Adjustments to other equity items attributed to shareholders of the Company - Exchange differences on translation of financial statements of foreign operations - Unrealized gains or losses on financial assets measured at fair value through other comprehensive income Equity transaction differences Adjustment account of equity transaction differences Capital surplus – Recognition of changes in ownership interest in subsidiaries Capital surplus – Differences between equity price and carrying amount arising from actual acquisition or disposal of subsidiaries |
Giga Diamond Materials Corporation $ 77,433 ( 75,365 ) ( 229 ) - $ 1,839 $ 1,839 - $ 1,839 |
Green Energy Electrode Inc. $ 120,782 ( 118,573 ) 21 - $ 2,230 $ 2,230 - $ 2,230 |
Giga Solar Materials Corporation |
Hua Hsu Optotech Co., Ltd. ( $ 11,700 ) 6,905 - - ( $ 4,795 ) ( $ 4,795 ) - ( $ 4,795 ) |
Total | ||
( ( |
( |
( ( |
$ 1,381,902 1,154,540 ) 152 ) 109 $ 227,319 $ 200,838 26,481 $ 227,319 |
( ( |
$ 1,568,417 1,341,573 ) 360 ) 109 $ 226,593 $ 200,112 26,481 $ 226,593 |
31. Information on Cash Flow
- (1) Changes in liabilities from financing activities
January 1, 2022 to December 31, 2022
| Short-term borrowings Short term notes and bills payable Long-term borrowings Deposits received Corporate bonds payable Lease liabilities |
J | anuary 1, 2022 | Cash flow | N | on-CashChanges | December 31, 2022 |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Lease changes | Leasehold modification |
I |
nterest expense and amortization of discount |
c |
Conversion of orporate bonds into ordinary shares |
Exchange rate changes |
||||||||
| $ 2,369,937 199,338 2,851,852 85,202 335,058 139,083 $ 5,980,470 |
( $ 1,514,406 ) ( 23,447 ) ( 403,990 ) 468 - ( 20,462) ( $ 1,961,837 ) |
$ - - - - - 11,978 $ 11,978 |
$ - - - - - ( 4) ( $ 4 ) |
$ - 3,452 - - 4,348 - $ 7,800 |
$ - - - - - - $ - |
$ 4,603 - ( 35,018 ) - - ( 1,812) ( $ 32,227 ) |
$ 860,134 179,343 2,412,844 85,670 339,406 128,783 $ 4,006,180 |
- 102 -
January 1 to December 31, 2021
| Short-term borrowings Short term notes and bills payable Long-term borrowings Deposits received Corporate bonds payable Long-term payables Lease liabilities |
January1, 2021 | January1, 2021 | Cash flow ( $ 772,928 ) 199,315 689,120 81,182 ( 1,418,518 ) ( 53,547 ) ( 11,538) ( $ 1,286,914 ) |
N | on-Cash Changes | December 31, 2021 |
|||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Lease changes | Gain on repurchase of corporate bonds |
I |
nterest expense and amortization of discount |
Conversion of corporate bonds into ordinary shares |
Exchange rate changes |
||||||
| $ 3,157,068 - 2,336,606 4,020 1,710,199 65,163 127,236 $ 7,400,292 |
$ - - - - - - 31,521 $ 31,521 |
$ - - - - 37,701 ( 12,840 ) - $ 24,861 |
$ - 23 - - 5,777 1,224 - $ 7,024 |
$ - - - - ( 101 ) - - ( $ 101 ) |
( $ 14,203 ) - ( 173,874 ) - - - ( 8,136) ( $ 196,213 ) |
$ 2,369,937 199,338 2,851,852 85,202 335,058 - 139,083 $ 5,980,470 |
32. Capital Risk Management
The Consolidated Company conducts capital management to ensure that the Group’s enterprises are able to maximize shareholder returns by optimizing debt and equity balances while continuing to operate. There were no significant changes in the Consolidated Company’s overall strategy.
The Consolidated Company’s capital structure consists of net debt (i.e. borrowings less cash and cash equivalents) and equity (i.e. capital stock, capital surplus, retained earnings, other equity items and non-controlling interests).
33. Financial Instruments
- (1) Fair value information – financial instruments not measured at fair value
December 31, 2022
| December 31, 2022 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Financial liabilities Financial liabilities at amortized cost - Convertible corporate bonds December 31, 2021 Financial liabilities Financial liabilities at amortized cost - Convertible corporate bonds |
Book value | Fair value | |||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||
| $ 339,406 Book value |
$ 339,360 | $ 339,360 | |||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||
| $ 335,058 | $ 373,670 | $ - | $ - | $ 373,670 |
-
103 -
-
(2) Fair value information – financial instruments measured at fair value on a recurring basis
The Consolidated Company does not have assets that are not measured at fair value on a recurring basis. The fair value hierarchy of assets and liabilities measured at fair value on a recurring basis is presented below:
- Fair value hierarchy.
| Fair value hierarchy. | ||||||||
|---|---|---|---|---|---|---|---|---|
| December 31, 2022 Financial assets at fair value through profit or loss Funds Financial assets measured at fair value through other comprehensive income Investment in equity instruments December 31, 2021 Financial assets at fair value through profit or loss Funds Stocks Total Financial assets measured at fair value through other comprehensive income Investment in equity instruments |
Level 1 $ 882 $ 85,849 Level 1 $ - 11,997 $ 11,997 $ 119,639 |
Level 2 $ - $ 215,160 Level 2 $ - - $ - $ 341,220 |
Level 3 $ 32,678 $ 43,234 Level 3 $ 26,284 - $ 26,284 $ 52,449 |
Total | ||||
| $ 33,560 $ 344,243 Total |
||||||||
| $ 26,284 11,997 $ 38,281 $ 513,308 |
There was no transfer between Level 1 and Level 2 fair value measurements during 2022 and 2021.
-
104 -
-
Reconciliation of financial instruments measured at fair value in Level 3
2022
==> picture [360 x 525] intentionally omitted <==
----- Start of picture text -----
Measured at
Measured at fair value
fair value through other
through profit comprehensiv
or loss e income
Financial assets Stocks Stocks Total
Balance at the beginning of the
year $ 26,284 $ 52,449 $ 78,733
Recognized in income or loss
(under “Other gains and
losses”) 6,394 - 6,394
Recognized in other
comprehensive income (under
“unrealized gains or losses on
investments in equity
instruments measured at fair
value through other
comprehensive income”) - ( 11,760 ) ( 11,760 )
Acquisition - 2,545 2,545
Balance at the end of the year $ 32,678 $ 43,234 $ 75,912
2021
Measured at
Measured at fair value
fair value through other
through profit comprehensiv
or loss e income
Financial assets Stocks Stocks Total
Balance at the beginning of the
year $ 29,111 $ 44,459 $ 73,570
Recognized in income or loss
(under “Other gains and
losses”) ( 2,827 ) - ( 2,827 )
Recognized in other
comprehensive income (under
“unrealized gains or losses on
investments in equity
instruments measured at fair
value through other
comprehensive income”) - 2,990 2,990
Acquisition - 5,000 5,000
Balance at the end of the year $ 26,284 $ 52,449 $ 78,733
----- End of picture text -----
-
105 -
-
Valuation techniques and input values for Level 2 fair value measurement
Type of financial instruments Valuation techniques and input values Investment in equity Equity instruments measured at fair value instruments through other comprehensive income or loss in Level 2 of the fair value hierarchy are subject to restrictions on transfer or sale, and their fair values are based on quoted prices in active markets for similar unrestricted equity instruments, after discounted prices taken into account.
- Valuation techniques and input values for Level 3 fair value measurement
The following table presents the significant unobservable input values to the Consolidated Company’s fair value hierarchy for assets measured at fair value on a recurring basis within Level 3 of the fair value hierarchy:
December 31, 2022
==> picture [363 x 37] intentionally omitted <==
----- Start of picture text -----
Quantitativ Relationship
Significant e between input Sensitivity analysis of
Valuation unobservable informatio value and fair the relationship between
techniques input values n value input value and fair value
----- End of picture text -----
| techniques | input values | n | value | input value and fair value | |
|---|---|---|---|---|---|
| Financial assets | |||||
| Measured at fair | |||||
| value through | |||||
| profit or loss | |||||
| Funds | Asset method | Discount for | 30% | The higher the lack | When the lack of |
| lack of | of marketability | marketability and | |||
| marketabilit | and control, the | control increased | |||
| y and control | lower the | (decreased) by 1%, the | |||
| estimated fair | Consolidated | ||||
| value | Company’s income or | ||||
| loss would have | |||||
| decreased/increased | |||||
| by NT$327 thousand. | |||||
| Measured at fair | |||||
| value through | |||||
| other | |||||
| comprehensive | |||||
| income | |||||
| Stocks | Market method | Discount for | 30% | The higher the lack | When the lack of |
| lack of | of marketability | marketability and | |||
| marketabilit | and control, the | control increased | |||
| y and control | lower the | (decreased) by 5%, the | |||
| estimated fair | Consolidated | ||||
| value | Company’s income or | ||||
| loss would have | |||||
| decreased/increased | |||||
| by NT$670 thousand | |||||
| to NT$1,897 | |||||
| thousand. |
- 106 -
December 31, 2021
==> picture [363 x 36] intentionally omitted <==
----- Start of picture text -----
Quantitativ Relationship
Significant e between input Sensitivity analysis of
Valuation unobservable informatio value and fair the relationship between
techniques input values n value input value and fair value
----- End of picture text -----
| techniques | input values | n | value | input value and fair value | |
|---|---|---|---|---|---|
| Financial assets | |||||
| Measured at fair | |||||
| value through | |||||
| profit or loss | |||||
| Funds | Asset method | Discount for | 30% | The higher the lack | When the lack of |
| lack of | of marketability | marketability and | |||
| marketabilit | and control, the | control increased | |||
| y and control | lower the | (decreased) by 1%, the | |||
| estimated fair | Consolidated | ||||
| value | Company’s income or | ||||
| loss would have | |||||
| decreased/increased | |||||
| by NT$375 thousand. | |||||
| Measured at fair | |||||
| value through | |||||
| other | |||||
| comprehensive | |||||
| income | |||||
| Stocks | Market method | Discount for | 30% | The higher the lack | When the lack of |
| lack of | of marketability | marketability and | |||
| marketabilit | and control, the | control increased | |||
| y and control | lower the | (decreased) by 5%, the | |||
| estimated fair | Consolidated | ||||
| value | Company’s income or | ||||
| loss would have | |||||
| decreased/increased | |||||
| by NT$907 thousand | |||||
| to NT$2,479 | |||||
| thousand. |
The Consolidated Company’s finance and investment departments are responsible for conducting fair value tests to ensure that the valuation results approximate market conditions, that the sources of information are independent, reliable, consistent with other resources and representative of realizable prices, and that changes in the value of assets and liabilities that are subject to remeasurement or re-evaluation in accordance with the Consolidated Company’s accounting policies are analyzed at each reporting date to ensure that the valuation results are reasonable.
- 107 -
(3) Type of financial instruments
| Type of financial instruments | ||
|---|---|---|
| Financial assets Measured at fair value through profit or loss Mandatorily measured at fair value through profit or loss Financial assets at amortized cost (Note 1) Financial assets measured at fair value through other comprehensive income Investment in equity instruments Financial liabilities Measured at amortized cost (Note 2) Financial liabilities for hedging |
December 31, 2022 $ 33,560 4,912,063 344,243 4,483,222 446,977 |
December 31, 2021 |
| $ 38,281 4,821,622 513,308 6,253,926 560,853 |
-
Note 1: The balance consisted of financial assets measured at amortized cost, such as cash and cash equivalents, notes and accounts receivable and accounts receivable – related party, other receivables, other receivables – related party, other financial assets – current, refundable deposits, and other financial assets – non-current.
-
Note 2: The balance consisted of financial liabilities at amortized cost, such as short-term borrowings, short-term notes and bills payable, notes payable, accounts payable, accounts payable – related party, other payables, other payables – related party, corporate bonds – current portion, long-term borrowings – current portion, corporate bonds payable, long-term borrowings and guarantee deposits received.
-
(4) Objectives and policies of financial risk management
-
The Consolidated Company’s major financial instruments include investments
-
in equity instruments, accounts receivable, accounts payable, corporate bonds payable, borrowings, short-term notes and bills payable and lease liabilities. The Consolidated Company’s financial management department provides services to each business unit, coordinates the operation of access to domestic financial markets, and monitors and manages financial risks associated with the Consolidated Company’s operations through internal risk reports that analyze risk exposures based on risk
-
108 -
degree and breadth. These risks include market risk (which includes exchange rate risk, interest rate risk and other price risks), credit risk and liquidity risk.
The Consolidated Company uses derivative financial instruments to hedge its exposure to risk in order to mitigate the impact of these risks. The use of derivative financial instruments is governed by the policies approved by the Consolidated Company’s board of directors, which are the written principles for exchange rate risk, interest rate risk, credit risk, use of derivative financial instruments, use of non-derivative financial instruments, and investment of surplus circulating capital. Internal auditors review policy compliance and risk limits on an ongoing basis. The Consolidated Company does not trade in financial instruments (including derivative financial instruments) for speculative purposes.
The financial management department reports to the board of directors of the Consolidated Company on a quarterly basis.
- Market risk
The main financial risks to which the Consolidated Company is exposed as a result of its operating activities are changes in foreign currency exchange rates (see (1) below) and changes in interest rates (see (2) below). The Consolidated Company engages in various derivative financial instruments to manage its exposure to foreign currency exchange rate and interest rate risk.
There have been no changes in the Consolidated Company’s exposure to market risk of financial instruments and the way it manages and measures such exposures.
- (1) Exchange rate risk
The Consolidated Company’s exposure to exchange rate risk relates primarily to operating activities (when revenues or expenses are denominated in currencies different from the Consolidated Company’s functional currency) and net investments in foreign operations.
A portion of the Consolidated Company’s foreign currency receivables and payables are denominated in the same currency, in which case, a natural hedge is created. Currency swap contracts are adopted to manage the exchange rate risk arising from partial foreign currency payments. In addition, the net investment in foreign operations is a strategic investment and therefore the Consolidated Company does not apply hedge accounting.
- 109 -
The carrying amounts of monetary assets and monetary liabilities denominated in a currency other than the functional currency (including monetary items denominated in a currency other than the functional currency that have been written off in the consolidated financial statements) and the carrying amounts of derivatives with exchange rate risk exposure as of the balance sheet date are described in Note 38.
Sensitivity analysis
The Consolidated Company is primarily affected by fluctuations in the exchange rates of USD, JPY, CNY, and EUR.
The following table details the sensitivity analysis of the Consolidated Company when the exchange rate of the functional currency of each entity increases and decreases by 1% against each relevant foreign currency. One percent is the sensitivity rate used in reporting the exchange rate risk internally to the Consolidated Company’s key management team and represents the management’s assessment of the reasonable range of potential changes in foreign-currency exchange rates. The sensitivity analysis covered cash and cash equivalents, accounts receivable (including related party), other receivables (including related party), accounts payable (including related party), other payables (including related party), long-term and short-term borrowings, and financial liabilities for hedging. The table below shows the influence on profit and loss when the functional currency depreciated by 1% against each major foreign currency.
Impact of USD Impact of JPY Impact of CNY Impact of EUR 2022 2021 2022 2021 2022 2021 2022 2021 Profit or loss $ 7,425 $ 9,842 ( $ 29 ) $ 523 $ 5,314 $ 17,689 $ 13 $ -
(2) Interest rate risk
Interest rate risk arises because entities within the Consolidated Company borrow funds at both fixed and floating rates. The Consolidated Company manages interest rate risk by maintaining an appropriate mix of fixed and floating rates; However, hedge accounting is not applied because the Consolidated Company does not meet the requirements for hedge accounting.
- 110 -
The carrying amounts of financial assets and financial liabilities exposed to interest rate risk as of the balance sheet date were as follows:
December 31, 2022 December 31, 2021
| Fair value interest rate | |||
|---|---|---|---|
| risk | |||
| - Financial assets | $ 729,843 | $ | 82,128 |
| - Financial liabilities | 468,189 | 1,667,995 | |
| Cash flow interest rate | |||
| risk | |||
| - Financial assets | 2,483,644 | 3,042,239 | |
| - Financial liabilities | 3,452,322 | 4,227,273 |
Sensitivity analysis
The following sensitivity analysis is based on the interest rate risk of derivative and non-derivative instruments as of the balance sheet date. For floating rate assets (liabilities), the analysis assumes that the amount of the liability outstanding at the balance sheet date is outstanding during the reporting period. The rate of change used in reporting interest rates internally to key management is a 1% basis point increase or decrease in interest rates, which also represents management’s assessment of the range of reasonably possible changes in interest rates.
If the floating rate increased/decreased by 1%, with all other variables held constant, the Consolidated Company’s net income before tax would have increased/decreased by NT$9,687 thousand and NT$11,850 thousand for 2022 and 2021, respectively.
(3) Other price risk
The fair values of the Company’s emerging stock market-listed and unlisted equity securities and funds may be affected by the uncertainty of the future value of these underlying securities. The Company’s emerging stock market-listed and unlisted equity securities and funds are included in the fair value measurement through profit or loss and fair value measurement through other comprehensive income, respectively. The Consolidated Company manages the price risk of equity securities by diversifying its investments and setting limits on its investments in equity securities, both individually and in the aggregate. Portfolio information on equity securities is provided to the Consolidated Company’s senior
- 111 -
management on a regular basis, and the board of directors is required to review and approve all investment decisions on equity securities.
Sensitivity analysis
For the year ended December 31, 2022 and 2021, the Consolidated Company’s income or loss would have increase/decrease by $3,356 thousand and $3,828 thousand, respectively, if the prices of the emerging stock market-listed and TWSE-/TPEx-listed equity securities and funds that are mandatorily measured at fair value through profit or loss increased/decreased by 10%. For the year ended December 31, 2022 and 2021, the Consolidated Company’s equity would have increased/decreased by $34,424 thousand and $51,331 thousand, respectively, if the prices of emerging stock market-listed and TWSE-/TPEx-listed equity securities, unlisted equity securities, and funds that are measured at fair value through other comprehensive income increased/decreased by 10%.
The Consolidated Company entered into precious metal borrowing contracts with suppliers at prices based on international precious metal market quotations plus a margin. In order to manage the precious metal price risk of the inventory, the Consolidated Company uses international precious metal borrowing contracts with the same nominal number as a fair value risk hedge for the components of precious metal price risk contained in the inventory. Based on historical experience, changes in the fair value of the designated components of precious metals price risk cover, on average, price changes in the contracts as a whole, and therefore market price risk is not material.
Hedge accounting
The Consolidated Company uses precious metal borrowing contracts for fair value hedge to mitigate the risk of fair value of financial liabilities arising from changes in international precious metal prices. The fair value of precious metal borrowing transactions as of the balance sheet date is estimated based on the market price of precious metals.
- 112 -
The aforementioned precious metal borrowing transactions are subject to the same conditions as the related financial liabilities. The Consolidated Company uses a qualitative assessment to determine that the value of the precious metal borrowing transactions and the hedged financial liabilities will systematically change inversely due to changes in the prices of the hedged international precious metals. The hedge ineffectiveness of the hedge relationship arises primarily from the effect of the credit risk between the Consolidated Company and the counterparty on the fair value of the precious metal borrowing transactions. This credit risk does not affect changes in the fair value of international precious metal prices attributable to the hedged item. There were no other sources of hedge ineffectiveness during the hedge period.
Information on the Consolidated Company’s international precious metals price risk hedge is summarized as follows:
December 31, 2022
| Hedging instruments | Contract amount |
Expiration period |
Line item on the balance sheet |
Carrying amount liabilities |
Change in fair value of hedging instruments used to assess hedge ineffectivene ss during the year |
||
|---|---|---|---|---|---|---|---|
| Fair value hedge Precious metal borrowing contract Hedged items |
|||||||
| Fair value hedge Inventories |
- 113 -
December 31, 2021
| Hedging instruments | Contract amount |
Expiration period |
Line item on the balance sheet |
Carrying amount liabilities |
Change in fair value of hedging instruments used to assess hedge ineffectivene ss during the year |
||
|---|---|---|---|---|---|---|---|
| Fair value hedge Precious metal borrowing contract Hedged items |
|||||||
| Fair value hedge Inventories |
2. Credit risk
Credit risk refers to the risk of financial loss due to default on contract obligations by the counterparties. The Consolidated Company’s credit risk is attributable to operating activities (mainly accounts receivable and notes) and financial activities (mainly bank deposits and various financial instruments).
Each unit of the Consolidated Company manages credit risk in accordance with its policies, procedures and controls over credit risk. The credit risk of all counterparties is evaluated by taking into account the financial condition of the counterparties, the ratings of credit rating agencies, historical transaction experience, the current economic environment and the Consolidated Company’s internal rating standards. The Consolidated Company also uses certain credit enhancement tools (such as advance receipts) at appropriate times to reduce the credit risk of specific counterparties.
As of December 31, 2022 and 2021, the percentages of receivables from the top ten customers to the Consolidated Company’s total receivables were 23% and 46%, respectively, and the credit concentration risk of the remaining receivables was relatively insignificant.
- 114 -
The Finance Department manages the credit risk of bank deposits, fixed-income securities and other financial instruments in accordance with the Consolidated Company’s policies. Since the Consolidated Company’s counterparties are determined by internal control procedures and are creditworthy banks and investment-grade financial institutions, corporate organizations and government agencies, there is no significant credit risk.
3.
Liquidity risk
The Consolidated Company manages and maintains sufficient positions of cash and cash equivalents to support the Group’s operations and mitigate the impact of cash flow fluctuations. The Consolidated Company’s management monitors the use of bank financing lines and ensures compliance with the terms of the loan agreements.
The Company’s financial position as of December 31, 2021 was subject to the liquidity risk of current liabilities exceeding current assets. In order to improve its operating condition, the Company has been actively transforming and increasing its domestic power plant construction project business and wafer processing business in order to continuously improve its operations and increase profitability. At the same time, the Company has disposed of some of its long-term investments and completed the renewal of its bank loan facilities, and continues to negotiate and sign new long-term secured loan facilities with banks to meet short-term capital needs and improve liquidity risk.
In order to meet the demand of repaying bank loans, the board of director decided to issue 65,000 thousand rights shares on November 1, 2021. The book-close date of the rights shares was February 24, 2022 with a face value of NT$10. The subscription price per share was NT$25, and the total amount of share capital received was NT$1,625,000 thousand, which has been fully collected to meet the demand for repayment of bank loans and improve liquidity risk.
After the cash capital increase by the Company, there is no liquidity risk of current liabilities exceeding current assets.
- 115 -
Bank loans are an important source of liquidity for the Consolidated Company. See (2) below for a description of the Consolidated Company’s unused financing lines.
(1) Liquidity and interest rate risk of non-derivative financial liabilities
The analysis of the remaining contractual maturities of non-derivative financial liabilities has been prepared based on the undiscounted cash flows (including principal and estimated interest) of the financial liabilities based on the earliest possible date on which the Consolidated Company could be required to make repayment. Therefore, bank loans that the Consolidated Company may be required to repay immediately are shown in the earliest period of the below table, without regard to the probability that the bank will enforce the right immediately; The maturity analysis of other non-derivative financial liabilities is prepared based on the contractual repayment dates.
The undiscounted interest amount of interest cash flows paid at floating interest rates is derived from the curve of the yield rate at the balance sheet date.
December 31, 2022
| Accounts payable Borrowing Corporate bonds Lease liabilities |
Less than 1 year |
1–3 years | 4–5 years | More than 5 years |
Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| $ 702,603 1,441,150 339,700 24,710 $ 2,508,163 |
$ - 466,398 - 47,764 $ 514,162 |
$ - 404,928 - 27,928 $ 432,856 |
$ - 1,285,847 - 44,026 $ 1,329,873 |
$ 702,603 3,598,323 339,700 144,428 $ 4,785,054 |
Further information on the maturity analysis of the financial liabilities above is as follows:
| Floating interest rate Fixed interest rate Lease liabilities |
Less than 1 year $1,259,495 521,355 24,710 $1,805,560 |
1–5 years $ 502,234 369,092 75,692 $ 947,018 |
5–10 years $ 641,713 486,061 44,026 $1,171,800 |
10–15 years $ 68,962 89,111 - $ 158,073 |
15–20 years | More than 20 years |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| $ - - - $ - |
$ - - - $ - |
December 31, 2021
| Accounts payable Borrowing Corporate bonds Lease liabilities |
Less than 1 year |
1–3 years | 4–5 years | More than 5 years |
Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| $ 481,821 3,099,688 - 22,844 $ 3,604,353 |
$ - 952,793 339,700 42,773 $ 1,335,266 |
$ - 530,710 - 28,009 $ 558,719 |
$ - 937,262 - 65,253 $ 1,002,515 |
$ 481,821 5,520,453 339,700 158,879 $ 6,500,853 |
- 116 -
Further information on the maturity analysis of the financial liabilities above is as follows:
| Floating interest rate Fixed interest rate Lease liabilities |
Less than 1 year $2,920,760 178,928 22,844 $3,122,532 |
1–5 years $1,108,710 714,493 70,782 $1,893,985 |
5–10 years $ 130,957 297,468 65,253 $ 493,678 |
10–15 years | 15–20 years $ - - - $ - |
More than 20 years |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| $ 112,610 396,227 - $ 508,837 |
$ - - - $ - |
(2) Financing line limit
| Financing line limit | |||
|---|---|---|---|
| Unsecured bank overdraft limit (Revisited every year) - Amount used - Amount unused Secured bank overdraft limit - Amount used - Amount unused |
December 31, 2022 $ 883,582 3,366,058 $ 4,249,640 $ 2,915,534 1,941,384 $ 4,856,918 |
December 31, 2021 | |
| $ 1,948,342 1,898,502 $ 3,846,844 $ 3,809,192 1,144,677 $ 4,953,869 |
34. Related Party Transactions
All transactions, account balances, incomes and expenses between the Company and its subsidiaries, which are related parties of the Company, are eliminated upon consolidation and are therefore not disclosed in this note. In addition to those disclosed in other notes, the transactions between the Consolidated Company and other related parties are as follows:
- (1) Name and relationship of related party
==> picture [387 x 27] intentionally omitted <==
----- Start of picture text -----
Relationship with the Consolidated
Name of related party Company
----- End of picture text -----
| Name of related party |
Relationship with the Consolidated Company |
|---|---|
| Whole Max Green Power Co., Ltd. | Associate |
| Ya Fei Solar Energy Co., Ltd. | Associate |
| Hunjin Enterprise Inc. | Associate |
| Giga Whole Energy Co., Ltd. | Associate |
| Whole Wing Energy Co., Ltd. | Associate |
| Whole Fund Energy Co., Ltd. | Associate |
(Continued on next page)
- 117 -
(Continued from previous page)
Relationship with the Consolidated Name of related party Company Yuandeng Solar Energy Co., Ltd. Associate Landian Solar Energy Co., Ltd. Associate Lanjing Volt Co., Ltd. Associate Huiqun Energy Co., Ltd. Associate Yiguang Energy Co., Ltd. Associate (Notes 1 and 6) Yijia Energy Co., Ltd. Associate (Notes 1 and 6) Yichia Energy Co., Ltd. Associate (Notes 1 and 6) Yijshin Energy Co., Ltd. Associate (Notes 1 and 6) Yihui Energy Co., Ltd. Associate (Notes 1 and 6) Licheng Energy Co., Ltd. Associate (Note 1) Tai Ling Energy Technology Associate (Note 1) Corporation Tron Giga (Yancheng) Energy Co., Associate Ltd. Tron Energy Technology Corporation Associate UJGIGA Co., Ltd. Associate United Silicon Innovation Corp. Associate Mintron Energy Corporation Associate ACRO Biomedical Co. Ltd. Associate Ligao Optoelectronics Co., Ltd. Joint venture Lichao Optoelectronics Co., Ltd. Joint venture (Note 2) Suefu Co., Ltd. Joint venture (Note 2) Giga Solar Green Power Co., Ltd. Joint venture Giga Solar No.1 Co., Ltd. Joint venture (Note 3) Giga Solar No.2 Co., Ltd. Joint venture (Note 3) Giga Solar No.3 Co., Ltd. Joint venture (Note 3) Shuoyitai Green Energy Co., Ltd. Joint venture (Note 4) Jieshuo Co., Ltd. Joint venture (Note 5) Long Time Tech Co., Ltd. Related party in substance Jiangmen Long Time Electronic Materials Corporation Related party in substance Shanggao Long Time Tech Co., Ltd. Related party in substance Hon Young Semiconductor Corporation Related party in substance Xingfox Energy Technology Co., Ltd. Related party in substance Wu, His-Kun Related party in substance Li, Ming-Zong Related party in substance
Note 1: Whole Max Green Power Co., Ltd. holds 100% of Yiguang Energy Co., Ltd., Yijia Energy Co., Ltd., Yichia Energy Co., Ltd., Yihsin Energy Co., Ltd. and Yihui Energy Co., Ltd., Licheng Energy Co., Ltd., and Tai Ling Energy Technology Corporation and is listed as an Associate after evaluation.
-
118 -
-
Note 2: Ligao Optoelectronics Co., Ltd. owned 100% of Lichao Optoelectronics Co., Ltd. and Suefu Co., Ltd., and is listed as a joint venture after evaluation.
-
Note 3: Giga Solar Green Power Co., Ltd. owned 100% of Giga Solar No.1 Co., Ltd., Giga Solar No.2 Co., Ltd., and Giga Solar No.3 Co., Ltd., and is listed as a joint venture after evaluation.
-
Note 4: The Company increased Shuoyitai Green Energy Co., Ltd.’s capital in August 2021 and, thus, held 35% in it and invested in Shuoyitai Green Energy Co., Ltd. in January 2022, with a shareholding of 40%. After evaluation, it was listed as a joint venture.
-
Note 5: The Company increased its capital in November 2021 and holds 49.9% of Jieshuo Co., Ltd., and it is listed as a joint venture after evaluation.
-
Note 6: Yijia Energy Co., Ltd. merged Yiguang Energy Co., Ltd., Yichia Energy Co., Ltd., Yijshin Energy Co., Ltd., and Yihui Energy Co., Ltd. on November 30, 2021, and the registration of the change was completed on December 24, 2021.
(2) Operating revenues
==> picture [387 x 243] intentionally omitted <==
----- Start of picture text -----
Account item Type/name of related party 2022 2021
Sales revenues Related party in substance $ 54,608 $ 378
Associate 4,293 18,466
$ 58,901 $ 18,844
Revenues from Joint venture
construction
projects
Giga Solar Green Power
Co., Ltd. $ 173,510 $ 91,662
Lichao Optoelectronics
Co., Ltd. 69,405 55,675
Ligao Optoelectronics Co.,
Ltd. 13,811 63,137
$ 256,726 $ 210,474
Other Associate $ 15,634 $ -
operating
revenues
----- End of picture text -----
The above sale prices are agreed upon by both parties and there is no fixed percentage of price increase.
- 119 -
(3) Purchase
| Type/name of related party Related party in substance |
2022 $ 540 |
2021 $ 8 |
||
|---|---|---|---|---|
The purchase price of the Consolidated Company from a related party shall be negotiated by both parties with reference to the market situation. The payment terms for the Consolidated Company to purchase goods from related parties are equivalent to those of ordinary manufacturers, and the payment period is 60–90 days.
- (4) Other income
==> picture [387 x 63] intentionally omitted <==
----- Start of picture text -----
Account item Type/name of related party 2022 2021
Other income Associate $ 4,448 $ 2,927
Joint venture 1,486 1,477
Related party in substance 571 238
$ 6,505 $ 4,642
----- End of picture text -----
- (5) Contract assets
==> picture [387 x 129] intentionally omitted <==
----- Start of picture text -----
Type/name of related party December 31, 2022 December 31, 2021
Joint venture
Giga Solar Green Power Co.,
Ltd. $ 32,025 $ 42,382
Lichao Optoelectronics Co.,
Ltd. 22,203 5,564
Suefu Co., Ltd. 1,873 1,873
Ligao Optoelectronics Co.,
Ltd. - 9,323
$ 56,101 $ 59,142
----- End of picture text -----
- (6) Receivables from related parties
==> picture [387 x 166] intentionally omitted <==
----- Start of picture text -----
December 31, December 31,
Account item Type/name of related party 2022 2021
Accounts Associate $ 20,908 $ 135,450
receivables
Related party in substance 16,021 253
Joint venture 1,775 -
$ 38,704 $ 135,703
Other Associate $ 18,519 $ 933
receivables
Joint venture 1,739 696
Related party in substance 200 250
$ 20,458 $ 1,879
----- End of picture text -----
- 120 -
No guarantee was collected for the outstanding receivables from related parties. An allowance for losses on receivables from related parties at the end of 2022 and 2021 was recognized based on lifetime expected credit losses.
- (7) Payables to related parties
| Account item Accounts payable Other payables |
Type/name of related party Related party in substance Related party in substance |
December 31, 2022 $ - $ 398 |
December 31, 2021 $ 8 $ 1,660 |
|---|---|---|---|
No collateral was provided for the outstanding balance of payables to related parties.
- (8) Contract liabilities
==> picture [387 x 166] intentionally omitted <==
----- Start of picture text -----
Type/name of related party December 31, 2022 December 31, 2021
Joint venture
Giga Solar Green Power
Co., Ltd. $ 16,917 $ -
Lichao Optoelectronics
Co., Ltd. - 4,462
Associate
Yuandeng Solar Energy
Co., Ltd. 7,362 -
Lanjing Volt Co., Ltd. 1,569 1,569
Landian Solar Energy Co.,
Ltd. 1,011 1,011
$ 26,859 $ 7,042
----- End of picture text -----
- (9) Other advance receipts
| Account item Other advance receipts |
Type/name of related party Joint venture Associate |
December 31, 2022 $ 70 30 $ 100 |
December 31, 2021 |
December 31, 2021 |
|---|---|---|---|---|
| $ 70 26 $ 96 |
- (10) Property, plant and equipment acquired
| Type/name of related party Associate |
Acquisitionprice | Acquisitionprice | Acquisitionprice | |
|---|---|---|---|---|
| 2022 $ - |
2021 $ 40 |
-
121 -
-
(11) Lease agreement
==> picture [387 x 64] intentionally omitted <==
----- Start of picture text -----
Type/name of related party 2022 2021
Rental income
Associate $ 6,121 $ 6,026
Joint venture 197 181
$ 6,318 $ 6,207
----- End of picture text -----
The Consolidated Company leases office space to related parties. The lease terms are determined by agreement between the two parties and the rent is collected monthly.
- (12) Lending to related parties
Interest income
| Interest income | ||||
|---|---|---|---|---|
| Type/name of related party Joint venture Giga Solar Green Power Co., Ltd. |
2022 $ 40 |
2021 | ||
| $ - |
The lending amount was NT$5,000 thousand on March 29, 2022 and was fully
collected on September 30, 2022, with no lending balance on December 31, 2022.
- (13) Borrowings from related parties
Interest expense
| Type/name of related party Related party in substance |
2022 $ - |
2021 $ 2,133 |
||
|---|---|---|---|---|
The interest expenses above are mainly incurred by borrowings from substantial related parties for short-term project purposes and short-term working capital needs. The interest expenses are calculated according to the balance of outstanding loans multiplied by the annual interest rate of 3.50%–4.50%.
- (14) Other related party transactions
The Consolidated Company participated in the rights shares of Tron Energy Technology Co., Ltd. in August 2021 and increased the investment amount by NT$134,602 thousand. Because it did not subscribe according to the original shareholding ratio, the shareholding ratio decreased from 13.89% to 12.73%.
- (15) Salary for key management
| Salary for key management | ||||
|---|---|---|---|---|
| Short-term employee benefits Post-employment benefits |
2022 $ 56,507 1,194 $ 57,701 |
2021 | ||
| $ 45,760 1,176 $ 46,936 |
- 122 -
The remuneration for directors and other key management is determined by the Remuneration Committee based on individual performance and market trends.
35. Pledged Assets
The following assets have been provided as collateral for financing loans and tariff guarantees for imported raw materials or performance and lease guarantees:
==> picture [400 x 189] intentionally omitted <==
----- Start of picture text -----
December 31, December 31,
Item 2022 2021 Content of secured debts
Property, plant and $ 1,577,761 $ 1,640,698 Bank borrowings
equipment (including
investment property)
Shares of subsidiaries 896,017 1,617,409 Bank borrowings,
(Giga Solar Materials short-term notes & bills
Corporation) payable and project
performance guarantees
Other financial assets – 205,039 98,681 Customs deposits,
current and performance guarantee
non-current deposits, security
deposits for leases,
bank borrowings, etc.
Notes receivables 40,211 4,269 Bank borrowings
$ 2,719,028 $ 3,361,057
----- End of picture text -----
-
Significant Contingent Liabilities and Unrecognized Contract Commitments
-
(1) As of December 31, 2022, the unused balance of the letters of credit opened by the Consolidated Company amounted to approximately NT$27,758 thousand.
-
(2) The Company has entered into the following product licensing agreements with the following companies:
| Company name Industrial Technology Research Institute |
Payment of royalties for products Coating-related products |
Contract year November 2005 |
Valid period 20 years |
Calculation of royalties |
|---|---|---|---|---|
| Calculated based on product sales, payable annually |
-
(3) On November 8, 2017, the Consolidated Company’s subsidiary Giga Solar Materials Corporation resolved by the Board of Directors to merge with E. I. du Pont de Nemours and Company entered into a non-exclusive patent license agreement and paid a license fee to obtain a patent license related to solar conductive plasma.
-
(4) Sunshine Solar Power Generation Co., Inc., a subsidiary of the Consolidated Company, entered into a construction contract with Meralco Industrial Engineering Services Corporation for a total contract amount of US$4,546 thousand and Philippine peso 117,500 thousand. The accumulated amount paid as of December 31,
-
123 -
2022 was US$3,436 thousand and Philippine peso 11,175 thousand, which were recorded as construction in progress.
(5) Koninklijke Philips Electronics N.V. (“Philips”) filed a civil lawsuit against the Company on April 28, 2014, claiming that the DVD-R and DVD-RW products manufactured and sold by the Company infringe upon Philips’ patent No. 82864 in the Republic of China (“Patent at Issue”), and requesting the Company to pay compensation of NT$10,000 thousand plus interest at 5% per annum from the day following the service of the complaint to the date of settlement. On May 13, 2015, Philips requested the Taiwan Intellectual Property Court to expand the amount of the original patent infringement lawsuit filed against Philips from NT$10,000 thousand to NT$1,050,000 thousand. On March 29, 2016, the Intellectual Property Court ruled in the first instance that the Company should compensate Philips NT$10,500 thousand plus interest at 5% per annum from June 25, 2015 to the date of settlement, and dismissed the rest of Philips’ claims. The Company and Philips filed appeals to the Intellectual Property Court for the 2nd instance against the judgment of the first trial. The second instance of the Intellectual Property Court ruled on June 29, 2017 that the Company should return NT$1,050,000 thousand to Philips as unjust enrichment, and therefore the Company has already recorded in the accounting books the amount of the second instance judgment plus interest. The Company reappointed professional lawyers to appeal to the Supreme Court against the aforementioned second instance judgment of the Intellectual Property Court. The Supreme Court ruled on September 26, 2018 that the original judgment ordering the Company to pay and dismissing the Company’s appeal and the portion related to the court costs were reversed and remanded to the Intellectual Property Court. Therefore, the Company reversed the full amount of the potential compensation from the original intellectual property court’s second instance verdict in accordance with the Supreme Court’s ruling.
The judgment of the Intellectual Property Court adjudicating the case was pronounced on May 14, 2020. The Intellectual Property Court ruled that the Company should pay Philips an additional NT$409,885 thousand, plus interest at 5% per annum from June 25, 2015 to the date of settlement. The portion of the payment ordered by the judgment may be provisionally executed with a guarantee of NT$136,630 thousand issued by Philips or a promissory note of the same amount by Citibank Taiwan Limited. However, if the Company provides security in advance for
- 124 -
Philips with NTD 409,885 thousand, it is exempted from provisional execution. The Company has estimated and booked the amount of the intellectual property court judgment plus interest.
After receiving the judgment of the Intellectual Property Court on May 25, 2020, the Company lodged NT$409,885 thousand with the Hsinchu District Court as provision of security in advance to be exempted from the provisional execution, and on September 28, 2020, the Company provided a performance guarantee of NT$409,885 thousand from Shanghai Commercial & Savings Bank. On September 30, 2020, the Company obtained a ruling from the Intellectual Property Court to replace the original lodgment with the performance guarantee from the Shanghai Commercial and Savings Bank and on January 18, 2021, the Company received back the lodgment of NT$409,885 thousand and its interest. The Company pledged 3,183 thousand shares of Giga Solar Materials Corporation’s stock under the performance guarantee contract with Shanghai Commercial & Savings Bank and lodged NT$160,000 thousand in a demand deposit reserve account in January 2021.
The Company officially signed a confidential settlement agreement with Philips on April 28, 2021, which came into force on April 30, 2021. According to the settlement agreement, both Philips and the Company withdrew their appeals on May 13, 2021; The Company withdrew the Shanghai Commercial & Savings Bank guarantee deposited with the court in June 2021, withdrew the NT$160,000 thousand deposited in the demand deposit reimbursement account, and then withdrew the rest of the cash deposited with the court on June 21, 2021. All litigation and non-litigation proceedings between the Company and Philips have been concluded.
37. Other Matters
Due to the impact of the lockdown of important cities and the logistics controls due to the COVID-19 pandemic in mainland China during 2022, the delivery of some products and the collection of payables from clients was delayed, affecting the Consolidated Company’s profit and cash flow performance. The Consolidated Company has increased the inventories of raw materials of subsidiaries in China to ensure a stable supply. The Consolidated Company proactively follows up on overdue accounts receivable and continues to adopt a proper inventory management mechanism in line with the financial plan to reduce the impact of the pandemic it suffers.
- 125 -
38. Information on Foreign Currency Assets and Liabilities with Significant Effect
The following information is expressed in aggregate in foreign currencies other than the functional currency of each of the consolidated entities, and the exchange rates disclosed refer to the rates at which such foreign currencies are converted to the functional currency. Information on foreign currency assets and liabilities with significant effect is as follows:
| significant effect is as follows: | |||
|---|---|---|---|
| December 31, 2022 Financial assets Monetary items USD RMB JPY EUR Financial liabilities Monetary items USD JPY RMB December 31, 2021 Financial assets Monetary items RMB USD JPY EUR Financial liabilities Monetary items USD JPY RMB |
Foreign currency $ 55,210 121,014 6,807 41 31,033 19,506 464 409,208 90,900 221,163 36,045 55,345 3,555 2,003 |
Exchange rate 30.710 4.408 0.2324 32.72 30.710 0.2324 4.408 4.344 27.680 0.2405 31.32 27.680 0.2405 4.344 |
Book value |
| $ 1,695,499 533,430 1,582 1,342 953,023 4,533 2,045 1,777,600 2,516,112 53,190 309,348 1,531,950 855 8,701 |
The net foreign currency exchange gains (losses) (realized and unrealized) of the Consolidated Company amounted to $140,221 thousand and $(81,839) thousand in 2022 and 2021, respectively. Due to the wide variety of the functional currencies of the group entities with foreign currency transaction, it is not possible to disclose the exchange gains or losses by each currency of significant impact.
- 126 -
39. Additional Disclosure
-
(1) Information on significant transactions:
-
Lending funds to others (Exhibit 1)
-
Endorsement and guarantee for others (Exhibit 2)
-
Marketable securities held at the end of the period (excluding investment in subsidiaries, Associates and joint ventures) (Exhibit 3)
-
Acquisition or sale of the same security with the accumulated cost exceeding NT$300 million or 20% of paid-in capital or more. (None)
-
Acquisition of real estate exceeding NT$300 million or 20% of paid-in capital or more. (None)
-
Disposal of real estate exceeding NT$300 million or 20% of paid-in capital or more. (None)
-
Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more. (Exhibit 4)
-
Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more. (Exhibit 5)
-
Engagement in derivative transactions. (None)
-
Business relationships and significant intercompany transactions between the parent and subsidiaries and between subsidiaries and the amounts involved: (Exhibit 6)
-
(2) Information on invested enterprises (Exhibit 7)
-
(3) Information on investment in mainland China
-
The name of the investees in mainland China, principal business, paid-in capital, investment methods, capital outward and inward remittances, shareholding, investment gains and losses, investment carrying amount at the end of the period, repatriated investment gains and losses, and investment quota for mainland China. (Exhibit 8)
-
Please refer to the following significant transactions with mainland China investees directly or indirectly through third regions, as well as their prices, payment terms, and unrealized profits or losses: (Exhibits 1 and 2 and Note 6)
- (1) The amount and percentage of purchases and the related ending balance and percentage of payables.
-
127 -
-
(2) The amount and percentage of sales and the related ending balance and percentage of receivables.
-
(3) The amount of property transactions and the amount of resulting gains or losses.
-
(4) The ending balance of endorsement guarantee of bills or the provision of collateral and its purpose.
-
(5) The maximum balance, ending balance, interest rate range and total current interest amount of financial accommodation
-
(6) Other transactions that have a significant effect on the current profit or loss or financial position, such as the provision or receipt of services.
-
(4) Information on major shareholders: Name, number and percentage of shares held by shareholders with 5% or more of the shares. (None)
40. Segment Information
The reportable segments of the Consolidated Company are strategically managed business units that provide different products and services and earn revenues and incur expenses. Since each strategic business unit requires different technology and marketing strategies, the operating decision maker manages and monitors the operating results of each business unit separately to make decisions on resource allocation and performance evaluation.
The reportable segments of the Consolidated Company are as follow:
-
The Silicon Products Division is engaged in the production, processing and sale of solar silicon wafers, solar silicon accessories and wafers, as well as the manufacturing and sale of diamond wires.
-
The Photovoltaic Materials Division is mainly engaged in the research and development, manufacturing and sales of solar conductive plasma.
-
The Solar Power Plant Division is mainly engaged in solar power plant construction, solar power plant power generation and electricity sales.
The Consolidated Company aggregated the business divisions of Gigastorage Corporation, Hua Hsu Silicon Materials Co., Ltd., Yancheng Giga Diamond Materials Corporation, and Hua Hsu Optotech Co., Ltd. and consolidated their relevant information into the reportable segment of Silicon Products Division, since management determines that these divisions have similar economic characteristics and meet most of the aggregation criteria,
- 128 -
The profits or losses of the reportable segments of the Consolidated Company are measured at operating income before tax and are used as the basis for performance evaluation. The accounting policies of the business divisions are the same as those described in the summary of significant accounting policies in Note 4; However, non-operating income and gains, non-operating expenses and losses, and income taxes in the consolidated financial statements are managed on a group basis and are not allocated to the business divisions.
Transfer pricing between business divisions of the Consolidated Company is based on similar regular transactions with external third parties or markets.
- (1) Segment Revenue and Operating Results
The revenue and operating results of the Consolidated Company’s continuing operations are analyzed by reportable segment as follows:
2022
| 2022 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated revenues Operating costs and expenses Division profits (losses) Interest income Other income Other gains and losses Financial costs Share of associates and joint ventures accounted for using the equity method Net losses before tax from continuing operations |
Silicon Products Division |
Photovoltaic Materials Division |
Solar Power Plant Division |
Other Divisions |
Adjustments and eliminations |
Total | ||||||
| ( ( |
$ 1,419,889 1,684,864) $ 264,975 ) |
( ( |
$ 3,386,217 3,852,444) $ 466,227 ) |
( |
$ 693,936 663,255) $ 30,681 |
( |
$ 1,231,069 981,645) $ 249,424 |
$ - - $ - |
$ 6,731,111 (7,182,208) ( 451,097 ) 9,368 70,070 ( 11,693 ) ( 86,051 ) ( 6,015) ( $ 475,418 ) |
2021
| 2021 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated revenues Operating costs and expenses Division profits (losses) Other income and expenses Interest income Other income Other gains and losses Financial costs Share of associates and joint ventures accounted for using the equity method Net losses before tax from continuing operations |
Silicon Products Division |
Photovoltaic Materials Division |
Solar Power Plant Division |
Other Divisions |
Adjustments and eliminations |
Total | ||||||
| ( ( |
$ 1,890,860 1,912,068) $ 21,208 ) |
( ( |
$ 5,304,075 5,625,197) $ 321,122 ) |
( |
$ 477,060 393,881) $ 83,179 |
( ( |
$ 675,823 773,745) $ 97,922 ) |
$ - - $ - |
$ 8,347,818 (8,704,891) ( 357,073 ) 254,805 4,261 101,553 ( 164,920 ) ( 105,281 ) 1,941 ( $ 264,714 ) |
- 129 -
(2) Revenues from major products
| Revenues from major products | ||||
|---|---|---|---|---|
| Revenues from sales of conductive paste Revenues from sales of silicon products Revenues from sales of cathode material of battery Revenues from sales of electricity Revenues from construction projects Others Total |
2022 $ 3,386,217 1,419,889 352,874 230,215 463,721 878,195 $ 6,731,111 |
2021 | ||
| $ 5,304,075 1,890,860 90,350 252,949 224,111 585,473 $ 8,347,818 |
- (3) Regional information
Revenues from external customers:
| Mainland China Taiwan Other countries Total |
2022 $ 2,377,889 2,279,668 2,073,554 $ 6,731,111 |
2021 | ||
|---|---|---|---|---|
| $ 3,798,248 1,708,796 2,840,774 $ 8,347,818 |
Revenue is aggregated based on the country in which the customer is located.
Non-current assets:
| Non-current assets: | ||||
|---|---|---|---|---|
| Taiwan Mainland China Japan Others Total |
2022 $ 3,548,006 1,273,329 1,013,479 541,561 $ 6,376,375 |
2021 | ||
| $ 2,371,673 1,209,933 1,122,514 614,320 $ 5,318,440 |
Non-current assets exclude financial instruments and deferred tax assets.
- (4) Information on major customers
Revenues from a single customer amounting to 10% or more of the Consolidated Company’s total revenues are listed as follows:
| Item Customer A Customer B |
2022 $ 920,999 674,661 |
2021 |
|---|---|---|
| $ 1,247,849 949,021 |
- 130 -
Gigastorage Corporation and Subsidiaries Lending Funds to Others
Units: NTD thousands, unless otherwise stated
January 1 to December 31, 2022
Exhibit 1
==> picture [1036 x 520] intentionally omitted <==
----- Start of picture text -----
Reasons for the Provision of Collateral
Balance at the Amount of The limit for The limit for
The lending Related Highest balance Actual amounts Interest Nature of funds necessity of allowance for
Number The borrower of funds Transactions end of the business individual funds total funds Remarks
company of funds party or not in the period drawn range lending short-term financial doubtful Name Value
period dealings lending lending
accommodation accounts
0 The Company Giga Solar Green Power Other Yes $ 10,000 $ 5,000 $ - 1.6% Short-term $ - To meet the $ - No $ - $ 432,258 $ 1,729,033 -
Co., Ltd. receivables financial operational needs (Note 2) (Note 2)
accommodation of joint ventures
1 Giga Solar Materials Yancheng Giga Solar Other Yes 759,674 188,942 188,942 - Business dealings 212,844 - - No - 212,844 3,035,175 -
Corporation Materials Corporation receivables ( CNY 172,340 ) ( CNY 42,863 ) ( CNY 42,863 ) (Notes 2 and (Note 2)
(Note 1) 12)
Yancheng Giga Solar Other Yes 284,085 284,085 284,085 0~1.5% Short-term - To meet the - No - 758,793 3,035,175 -
Materials Corporation receivables ( CNY 64,448 ) ( CNY 64,448 ) ( CNY 64,448 ) financial operational needs (Note 2) (Note 2)
accommodation of subsidiary
1 Whole Sun Green Sunshine Solar Power Other Yes 488,330 381,558 381,558 2% Short-term - To meet the - No - 587,481 587,481 -
Power Co., Ltd. Generation Co., Inc. receivables ( USD 15,901 ) ( USD 12,425 ) ( USD 12,425 ) financial operational needs (Note 3) (Note 3)
accommodation of subsidiary
2 Green Energy Yancheng Green Energy Other Yes 49,136 44,080 44,080 1% Short-term - To meet the - No - 116,754 233,509 -
Electrode Inc. Electrode Crop. receivables ( USD 1,600 ) ( CNY 10,000 ) ( CNY 10,000 ) financial operational needs (Note 7) (Note 7)
accommodation of subsidiary
Green Energy Electrode, Other Yes 44,080 44,080 44,080 1% Short-term - To meet the - No - 116,754 233,509 -
Inc. (Samoa) receivables ( CNY 10,000 ) ( CNY 10,000 ) ( CNY 10,000 ) financial operational needs (Note 7) (Note 7)
accommodation of subsidiary
3 Green Energy Yancheng Green Energy Other Yes 44,080 44,080 44,080 1% Short-term - To meet the - No - 31,701 31,701 -
Electrode, Inc. Electrode Crop. receivables ( CNY 10,000 ) ( CNY 10,000 ) ( CNY 10,000 ) financial operational needs (Notes 9 and (Notes 9 and
(Samoa) accommodation of subsidiary 12) 12)
4 Wisdom Field Sunshine Solar Power Other Yes 214,970 153,550 153,550 2% Short-term - To meet the - No - 159,801 159,801 -
Limited Generation Co., Inc. receivables ( USD 7,000 ) ( USD 5,000 ) ( USD 5,000 ) financial operational needs (Note 3) (Note 3)
accommodation of subsidiary
5 Merchant Energy Sunshine Solar Power Other Yes 144,337 92,130 92,130 2% Short-term - To meet the - No - 44,508 44,508 -
PTE., Ltd. Generation Co., Inc. receivables ( USD 4,700 ) ( USD 3,000 ) ( USD 3,000 ) financial operational needs (Notes 3 and 11) (Notes 3 and 11)
accommodation of subsidiary
6 Suzhou Giga Solar Yancheng Giga Solar Other Yes 57,304 - - - Short-term - To meet the - No - 80,060 80,060 -
Materials Materials Corporation receivables ( CNY 13,000 ) ( CNY - ) ( CNY - ) financial operational needs (Note 5) (Note 5)
Corporation accommodation
7 Hua Hsu Silicon Yancheng Giga Diamond Other Yes 239,231 193,473 193,473 1% Short-term - To meet the - No - 419,221 419,221 -
Materials Co., Materials Corporation receivables ( USD 7,790 ) ( USD 6,300 ) ( USD 6,300 ) financial operational needs (Note 4) (Note 4)
Ltd. (formerly accommodation of subsidiary
known as Giga
Diamond
Materials
Corporation)
Hua Hsu Optotech Co., Other Yes 25,000 - - 3% Short-term - To meet the - No - 419,221 419,221 -
Ltd. receivables financial operational needs (Notes 4 and (Notes 4 and
accommodation of subsidiary 10) 10)
----- End of picture text -----
Note 1: It refers to the other receivables recognized instead due to the fact that the receivables of related parties exceeded a certain period of normal credit extension period, and the loan nature was approved by the board of directors on August 12, 2022.
Note 2: The amount of funds lending to individual shall not exceed 10% of the current net worth of the lending company, and the total amount of funds lending shall not exceed 40% of the current net worth of the lending company; For companies that have business dealings with the company, the amount of individual funds lending shall not exceed the amount of business dealings between the two parties, and the total amount of funds lending from the company shall not exceed 40% of the company’s net worth.
(Continued on next page)
- 131 -
(Continued from previous page)
-
Note 3: The total amount of funds lending shall not exceed 60% of the net worth of the lending company, and the total amount of funds lending to companies with short-term financial accommodation needs shall not exceed 40% of the net worth of the lending company. If the lending company directly or indirectly owns more than 50% of the voting shares of a subsidiary or a subsidiary that is included as a consolidated entity under IFRSs, the amount of individual funds lending is limited to 40% of the company’s net worth; The amount of individual funds lending to other parties is limited to 10% of the company’s net worth.
-
Note 4: The total amount of funds lending shall not exceed 40% of the company’s net worth, and the amount of funds lending to individual companies that are affiliated with the company with short-term financing accommodation needs shall be limited to 40% of the company’s net worth; For other parties, the amount shall not exceed 10% of the company’s net worth.
Note 5: The total amount of funds lending by Suzhou Giga Solar Materials Corporation shall be limited to no more than 100% of its most recent net worth. The amount of individual funds lending to overseas companies in which the company and the parent company directly or indirectly holds 100% of its voting shares is limited to 100% of the company’s net worth. For subsidiaries in which more than 50% of the voting shares are directly or indirectly held and are in needs for short-term financial accommodation as well as those included in the consolidated entities under IFRSs, the amount of individual funds lending is limited to 40% of the company’s most recent net worth.
Note 6: If foreign currencies are involved, they are converted into New Taiwan dollars at the exchange rate on the date of the financial report (the ending exchange rate is 1 RMB = 4.408 NTD; 1 USD = 30.710 NTD; 1 JPY = 0.2324 NTD).
-
Note 7: The total amount of funds lending shall not exceed 40% of the company’s most recent net worth, and the amount of funds lending to individual companies that are affiliated with the company for short-term financing accommodation shall be limited to 20% of the company’s most recent net worth; For other parties, the amount shall not exceed 10% of the company’s most recent net worth.
-
Note 8: The amounts of NT$63,264 thousand and NT$104,846 thousand were recognized as other receivables due to the fact that the receivables of Yancheng Giga Solar Materials Corporation from the company exceeded a certain period of normal credit extension period, and the loan nature was approved by the board of directors on January 12, 2023 and March 15, 2023, respectively.
-
Note 9: The capital loan and ending balance exceeded the limit; The subsidiary Green Energy Electrode Inc. formulated a rectification plan on March 28, 2023 which has been approved by the board of directors, and will complete the improvement according to the planned schedule.
-
Note 10: Due to the short-form merger of Hua Hsu Silicon Materials Co., Ltd. and Hua Hsu Optotech Co., Ltd. on September 30, 2022, other receivables were eliminated accordingly.
Note 11: The capital loan and ending balance exceeded the limit; The subsidiary Whole Sun Green Power Co., Ltd. formulated a rectification plan on January 11, 2023, which has been approved by the board of directors; The improvement will be completed according to the planned schedule.
Note 12: The total amount of funds lending shall not exceed 60% of the company’s most recent net worth, and the amount of funds lending to individual companies that are affiliated with the company for short-term financing accommodation shall be limited to 40% of the company’s most recent net worth; For other parties, the amount shall not exceed 10% of the company’s most recent net worth.
- 132 -
Gigastorage Corporation and Subsidiaries
Endorsement and Guarantee for Others
January 1 to December 31, 2022
| January 1 to December | 31, 2022 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exhibit 2 | Units: NTD thousands, unless otherwise stated | |||||||||||||
| Number | Name of the company providing endorsement and guarantee |
Partyendorsed andguaranteed | Limit for endorsement and guarantee for a single enterprise |
Balance of the maximum endorsement and guarantee for the period |
Balance of endorsement and guarantee at the end of the period |
Actual amounts drawn |
Amount of endorsement and guarantee by property |
Percentage of cumulative endorsement and guarantee to net worth of the most recent financial statements(%) |
Limit for Maximum Endorsement and Guarantee |
Parent company endorsement and guarantee for subsidiary |
Subsidiary endorsement and guarantee for parent company |
Endorsement and guarantee for mainland China |
Remarks |
|
| Company name | Relationship | |||||||||||||
| 1 2 |
Hua Hsu Silicon Materials Co., Ltd. (formerly known as Giga Diamond Materials Corporation) Green Energy Electrode Inc. |
Yancheng Giga Diamond Materials Corporation Yancheng Green Energy Electrode Crop. |
2 2 |
$ 1,048,052 (Note 1) 583,773 (Note 1) |
$ 189,544 44,080 |
$ 189,544 44,080 |
$ 88,160 44,080 |
$ 90,000 52,896 |
18.09 7.55 |
$ 1,048,052 583,773 |
Y Y |
-- |
Y Y |
-- |
Units: NTD thousands, unless otherwise stated
Note 1: According to the “Operating Procedures for Endorsements and Guarantee” of Hua Hsu Silicon Materials Co., Ltd. (formerly known as Giga Diamond Materials Corporation) and Green Energy Electrode Inc., the total amount of endorsement and guarantee shall not exceed 100% of the net worth of the current period, among which the endorsement and guarantee limit for a single enterprise shall not exceed 10% of the net worth of the current period, except for the subsidiaries directly or indirectly invested by Hua Hsu Silicon Materials Co., Ltd. or Green Energy Electrode Inc. The total endorsements/guarantees by Hua Hsu Silicon Materials Co., Ltd. or Green Energy Electrode Inc. to external entities shall not exceed 100% of the net worth of subsidiary Giga Solar Materials Corporation.
Note 2: If foreign currencies are involved, they are converted into New Taiwan dollars at the exchange rate on the date of the financial report (the ending exchange rate is 1 RMB = 4.408 NTD; 1 USD = 30.710 NTD; 1 JPY = 0.2324 NTD).
- 133 -
Gigastorage Corporation and Subsidiaries
Marketable Securities Held at the End of the Period
December 31, 2022
Exhibit 3
Units: NTD thousands, unless otherwise stated
==> picture [1039 x 541] intentionally omitted <==
----- Start of picture text -----
Relationship with End of the period
Type of
the issuer of
Subsidiaries held marketable Name of marketable securities Booked account Shareholding Remarks
marketable Unit Book value Fair value
securities (%)
securities
The Company Stocks Prorit Corporation - Financial assets measured at fair 3,942,205 $ 9,264 1.26 $ 9,264 -
value through other
comprehensive income –
non-current
Stocks New Land Packing Corporation - Financial assets measured at fair 2,155,410 26,425 11.97 26,425 -
value through other
comprehensive income –
non-current
Wafering Stocks Big Sun Energy Technology Inc. Wafering Financial assets measured at fair 8,000,000 - 1.89 - -
Technology Technology value through other
Corporation Corporation is its comprehensive income –
corporate non-current
director
Giga Solar Funds TIEF Fund, L.P. - Financial assets at fair value 1,540,000 32,678 7.45 32,678 -
Materials through profit or loss –
Corporation non-current
Funds Yuanta/P-shares Taiwan Top 50 - Financial assets at fair value 8,000 882 - 882 -
ETF through profit or loss –
non-current
Stocks Long Time Tech Co., Ltd. - Financial assets measured at fair 8,005,000 296,483 6.71 296,483 -
value through other
comprehensive income –
non-current
Stocks Big Sun Energy Technology Inc. - Financial assets measured at fair 2,250,000 - 0.53 - -
value through other
comprehensive income –
non-current
Stocks TSEC Corporation - Financial assets measured at fair 131,000 4,526 0.03 4,526 -
value through other
comprehensive income –
non-current
Green Energy Stocks Phoenix Battery Corporation - Financial assets measured at fair 500,000 7,545 1.33 7,545 -
Electrode Inc. value through other
comprehensive income –
non-current
----- End of picture text -----
Note 1: The marketable securities listed above were not guaranteed or pledged for borrowing or otherwise restricted by contract as of December 31, 2022.
Note 2: For information on investment in subsidiaries and associates, please refer to Exhibits 7 and 8.
- 134 -
Gigastorage Corporation and Subsidiaries
Purchases or Sales of Goods from or to Related Parties Reaching NT$100 Million or 20% of Paid-in Capital or More
January 1 to December 31, 2022
Exhibit 4
Units: NTD thousands, unless otherwise stated
| Purchase (sales) company |
Name of trading counterparty |
Relationship | The circumstance of the dealings | The circumstance of the dealings | The circumstance of the dealings | The circumstances and reasons why the trading terms are different from those of ordinarytransactions |
The circumstances and reasons why the trading terms are different from those of ordinarytransactions |
Notes and accounts receivable (payable) |
Notes and accounts receivable (payable) |
Remar ks |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase (sales) |
Amount | As a percentage of total purchase (sales) |
Credit period | Unit price | Credit period | Balance | As a percentage of total notes and accounts receivable (payable) |
||||
| Giga Solar Materials Corporation |
Yancheng Giga Solar Materials Corporation |
Affiliates of the Company |
Sales | $ 214,183 | 7.13% | Monthly settlement 120–180 days |
$ - | - |
$ 161,016 | 26.55% | - |
- 135 -
Gigastorage Corporation and Subsidiaries
Receivables from Related Parties Reaching NT$100 Million or 20% of Paid-in Capital or More.
December 31, 2022
Exhibit 5
Units: NTD thousands, unless otherwise stated
==> picture [1036 x 292] intentionally omitted <==
----- Start of picture text -----
Past due receivables from related parties Amount of
Balance of receivables from
Companies recorded as accounts Provision of
Name of trading counterparty Relationship receivables from Turnover rate Method of related parties
receivables Amount allowance for loss
related parties processing collected during the
subsequent period
Accounts receivable and other
receivables
Giga Solar Materials Yancheng Giga Solar Materials Affiliates of the $ 697,671 Once $ 426,097 Ongoing $ 75,294 $ -
Corporation Corporation Company Collections
Hua Hsu Silicon Materials Co., Yancheng Giga Diamond Materials Affiliates of the 346,560 - 153,059 Ongoing 29 -
Ltd. (formerly known as Giga Corporation Company Collections
Diamond Materials
Corporation)
Whole Sun Green Power Co., Sunshine Solar Power Generation Co., Affiliates of the 398,981 - - - - -
Ltd. Inc. Company
Wisdom Field Limited (Samoa) Sunshine Solar Power Generation Co., Affiliates of the 164,798 - - - - -
Inc. Company
Merchant Energy PTE., Ltd Sunshine Solar Power Generation Co., Affiliates of the 99,160 - - - - -
Inc. Company
Yancheng Giga Solar Materials Tron Giga (Yancheng) Energy Co., Ltd. Associates of the 35,018 - 34,390 - - -
Corporation Company
----- End of picture text -----
- 136 -
Gigastorage Corporation and Subsidiaries
Business Relationships and Significant Intercompany Transactions between the Parent and Subsidiaries and the Amounts Involved:
January 1 to December 31, 2022
Exhibit 6
Units: NTD thousands, unless otherwise stated
==> picture [1038 x 458] intentionally omitted <==
----- Start of picture text -----
Circumstance of the transactions
Percentage of total
Relationship with the
Number Name of trading counterparty Trading counterparty consolidated
trading counterparty Account Amount Terms of Trade
revenues or total
assets
0 Gigastorage Corporation Giga Solar Materials Corporation 1 Other receivables $ 4,029 90 days from the monthly cut-off day 0.03%
1 Other payables 1,229 90 days from the monthly cut-off day 0.01%
Whole Sun Green Power Co., Ltd. 1 Sales revenues 2,329 According to the contract 0.03%
1 Ho Mi Specialty Materials Giga Solar Materials Corporation 3 Sales revenues 2,321 The above sale prices are agreed upon by 0.03%
Corporation both parties and there is no fixed
percentage of price increase.
2 Giga Solar Materials Corporation Yancheng Giga Solar Materials 3 Sales revenues 214,183 The above sale prices are agreed upon by 3.18%
Corporation both parties and there is no fixed
percentage of price increase.
3 Accounts receivables 161,016 Monthly settlement 120–180 days 1.05%
3 Other receivables 536,655 According to the contract 3.50%
3 Whole Sun Green Power Co., Ltd. Sunshine Solar Power Generation 3 Other receivables 398,981 According to the contract 2.60%
Co., Inc.
4 Green Energy Electrode Inc. Green Energy Electrode, Inc. 3 Other receivables 44,119 According to the contract 0.29%
(Samoa)
Yancheng Green Energy Electrode 3 Other receivables 49,501 According to the contract 0.32%
Crop.
5 Wisdom Field Limited (Samoa) Sunshine Solar Power Generation 3 Other receivables 164,798 According to the contract 1.08%
Co., Inc.
6 Merchant Energy PTE., Ltd. Sunshine Solar Power Generation 3 Other receivables 99,160 90 days from the monthly cut-off day 0.65%
Co., Inc.
7 Hua Hsu Silicon Materials Co., Ltd. Yancheng Giga Diamond 3 Accounts receivables 8,568 90 days from the monthly cut-off day 0.06%
(formerly known as Giga Materials Corporation
Diamond Materials
Corporation) 3 Other receivables 144,519 90 days from the monthly cut-off day 0.94%
3 Other receivables 193,473 According to the contract 1.26%
3 Operating revenues 1,251 90 days from the monthly cut-off day 0.02%
3 Operating costs 5,309 90 days from the monthly cut-off day 0.08%
3 Interest income 1,492 90 days from the monthly cut-off day 0.01%
3 Sales of property, plant and 915 According to the contract 0.01%
equipment
----- End of picture text -----
Note 1: 1. Representing parent company’s transactions to subsidiary
-
Representing subsidiary’s transactions to parent company
-
Representing subsidiary’s transactions to subsidiary
Note 2: Sales prices and property transactions with subsidiaries are not comparable to those of other parties, and the collection period from subsidiaries is 90–180 days. Note 3: The important transactions in this exhibit may be determined by traders based on their own materiality principles.
- 137 -
Gigastorage Corporation and Subsidiaries
Name of Investee, Location, etc.
January 1 to December 31, 2022
Exhibit 7
Units: NTD thousands, unless otherwise stated
==> picture [1039 x 540] intentionally omitted <==
----- Start of picture text -----
Initial investment amount Holding at the end of the period Profits (losses) of the Investment gain (loss)
Investor name Investee name Location Principal Business investee for the recognized in the Remarks
The end of the period The end of last year Number of shares Percentage Book value
period period
The Company Global Acetech Co., Ltd. Thailand Solar Energy Related $ 1,094,992 $ 1,094,992 29,574,997 99.99% $ 9,639 ( $ 3,056 ) ( $ 3,056 ) -
Business
UJGIGA Co., Ltd. Kaohsiung City Solar Energy Related 45,600 33,840 4,560,000 30.00% 46,045 1,446 434 -
Business
Giga Solar Materials Corporation Hukou Township, Precision chemical 805,825 163,955 34,982,909 38.07% 2,880,604 ( 495,153 ) ( 186,089 ) (Note 5)
Hsinchu County materials, industrial
plastic products
Ho Mi Specialty Materials Hukou Township, Precision chemical 93,500 93,500 9,350,000 92.57% 86,256 1,858 1,770 (Note 5)
Corporation Hsinchu County materials
Giga Solar Green Power Co., Ltd. Hukou Township, Solar Energy Related 124,000 85,000 12,674,031 50.00% 108,610 189 1,251 (Note 5)
Hsinchu County Business
Wafering Technology Corporation Hukou Township, Solar Energy Related 230,001 180,001 31,996,112 100.00% 288,960 10,843 9,956 (Note 5)
Hsinchu County Business
Ri Fa Green Power Co., Ltd. Hukou Township, Solar Energy Related 84,000 - 8,400,000 60.00% 83,759 ( 463 ) ( 241 ) (Note 5)
Hsinchu County Business
Whole Max Green Power Co., Ltd. Hukou Township, Solar Energy Related 366,622 366,622 33,790,000 31.00% 357,402 53,439 16,566 (Note 5)
Hsinchu County Business
Ri Yun Green Energy Corporation Taipei City Solar Energy Related - 48,300 - - - ( 23 ) ( 7 ) -
Business
Tron Energy Technology Taoyuan City Electric buses, diesel 49,950 49,950 666,000 1.11% 47,342 ( 148,276 ) ( 1,646 ) -
Corporation buses/battery
systems/energy
storage systems
Shuoyitai Green Energy Co., Ltd. Hukou Township, Development, installation 24,400 350 2,440,000 40.00% 24,135 ( 644 ) ( 257 ) -
Hsinchu County and holding of energy
storage systems
Jieshuo Co., Ltd. Hukou Township, Development of solar 4,990 4,990 499,000 49.90% 4,858 ( 247 ) ( 123 ) -
Hsinchu County energy and energy
storage systems
United Silicon Innovation Corp. Taoyuan City Semiconductor reclaim 16,200 - 10,000,000 21.51% 16,383 4,021 183 -
and dummy wafer
business
Wafering Technology Giga Solar Materials Corporation Hukou Township, Precision chemical 56,472 105,387 269,000 0.29% 22,214 ( 495,153 ) (Note 3) -
Corporation Hsinchu County materials, industrial
plastic products
Hua Hsu Silicon Materials Co., Ltd. Xitun District, Manufacturing of metal - 1,077 - - - ( 38,942 ) (Note 3) -
(formerly known as Giga Taichung wire products,
Diamond Materials Corporation) manufacturing of
electronic components,
trading and other
related businesses
Tron Energy Technology Taoyuan City Electric buses, diesel 45,680 45,680 733,200 1.22% 41,306 ( 148,276 ) (Note 3) -
Corporation buses/battery
systems/energy
storage systems
Ligao Optoelectronics Co., Ltd. Hukou Township, Solar Energy Related 79,300 56,800 7,930,000 50.00% 62,266 ( 12,362 ) (Note 3) -
Hsinchu County Business
Whole Max Green Power Co., Ltd. Hukou Township, Solar Energy Related 94,612 94,612 8,720,000 8.00% 92,745 53,439 (Note 3) -
Hsinchu County Business
----- End of picture text -----
(Continued on next page)
- 138 -
(Continued from previous page)
==> picture [1039 x 554] intentionally omitted <==
----- Start of picture text -----
Initial investment amount Holding at the end of the period Income (loss) of the Investment gain (loss)
Investor name Investee name Location Principal Business investee for the recognized in the Remarks
The end of the period The end of last year Number of shares Percentage Book value
period period
UJGIGA Co., Ltd. Kaohsiung City Solar Energy Related 28,880 21,432 2,888,000 19.00% 29,164 1,446 (Note 3) -
Business
Yusheng Energy Co., Ltd. Taipei City Renewable energy relate 50,000 50,000 5,000,000 11.88% 55,681 47,496 (Note 3) -
business
Giga Solar Materials Corporation Whole Sun Green Power Co., Ltd. Hukou Township, Solar Energy Related 2,723,842 2,723,842 126,516,924 100% 1,468,705 ( 24,669 ) (Note 3) -
Hsinchu County Business
Giga Solar Materials Corporation Mauritius General investment 788,490 565,410 25,900,000 100% 888,695 ( 219,031 ) (Note 3) (Note 6)
(Mauritius)
Tron Energy Technology Taoyuan City Electric buses, diesel 461,875 461,875 6,244,989 10.40% 432,523 ( 148,276 ) (Note 3) (Note 6)
Corporation buses/battery
systems/energy
storage systems
ACRO Biomedical Co. Ltd. Luzhu District, Manufacturing and 80,700 - 4,001,000 7.81% 78,212 ( 60,073 ) (Note 3) (Note 2)
Kaohsiung City wholesale of medical
devices
Hua Hsu Silicon Materials Co., Ltd. Xitun District, Manufacturing of metal 686,063 500,471 34,935,684 34.23% 370,688 ( 37,017 ) (Note 3) (Note 6)
(formerly known as Giga Taichung wire products,
Diamond Materials Corporation) manufacturing of
electronic components,
trading and other
related businesses
Green Energy Electrode Inc. Hukou Township, Manufacturing and 459,276 216,971 22,588,759 52.81% 308,880 ( 58,365 ) (Note 3) -
Hsinchu County trading of energy
materials
Yusheng Energy Co., Ltd. Taipei City Renewable energy relate 60,000 60,000 6,000,000 14.25% 66,816 47,496 (Note 3) -
business
Prosperous China Inc. Samoa General investment - 18,904 - - - 2,331 (Note 3) (Note 8)
Green Energy Electrode Inc. Green Energy Electrode, Inc. Samoa General investment $ 176,342 $ 176,342 6,000,000 100% $ 79,253 ( $ 52,788 ) (Note 3) -
(Samoa)
Whole Sun Green Power Co., Eiwa Electric Power Co., Inc. Fukushima Solar Energy Related 15,070 15,070 - 100% 76,674 17,818 (Note 3) -
Ltd. Prefecture, Business
Japan
Godo Kaisha Best Solar Chiba Prefecture, Solar Energy Related 44,939 44,939 - (Note 1) 41,357 5,518 (Note 3) -
Japan Business
Godo Kaisha Chiba 1 Wakayama, Japan Solar Energy Related 96,328 62,788 - (Note 1) 79,294 ( 2,305 ) (Note 3) -
Business
Godo Kaisha Merchant Energy NO.8 Fukushima Solar Energy Related 69,325 69,325 - (Note 1) 139,379 43,867 (Note 3) -
Prefecture, Business
Japan
Wisdom Field Limited (Samoa) Samoa General investment 1,173,221 1,173,221 37,110,000 100% 399,505 ( 87,538 ) (Note 3) -
Wisdom Field Limited (Samoa) Merchant Energy PTE., Ltd. Singapore General investment 876,296 930,951 28,100,000 87% 96,806 ( 130,429 ) (Note 3) -
Merchant Energy PTE., Ltd. Sunshine Solar Power Generation Philippines Solar Energy Related 814,827 814,827 - 39.93% ( 31,506 ) ( 141,407 ) (Note 3) -
Co., Inc. Business
Hua Hsu Silicon Materials Co., Giga Diamond Materials Sesel General investment 652,782 594,542 21,200,000 100% ( 194,574 ) ( 109,549 ) (Note 3) -
Ltd. Corporation (Seychelles)
Hua Hsu Optotech Co., Ltd. Xitun District, Wafer surface treatment, - 235,784 - - - 57,853 (Note 3) (Note 7)
Taichung silicon processing,
silicon materials for
solar energy, OEM
business, etc.
----- End of picture text -----
Note 1: Whole Sun Green Power Co., Ltd. invests in Godo Kaisha Best Solar, Godo Kaisha Chiba 1 and Godo Kaisha Merchant Energy No.8 according to the Japanese TK-GK structure. Although it does not hold voting rights, Whole Sun Green Power Co., Ltd. is endowed with economic beneficial rights and the right to request these parties to consult Whole Sun Green Power Co., Ltd. in advance for major decision-making requests according to the contract.
Note 2: Subsidiary Giga Solar Materials invested in the shares in ACRO Biomedical Co. Ltd. in March 2022 with an expectation to make profits in the long term. It initially elected to designate said investment as measured at fair value through other comprehensive income. As subsidiary Giga Solar Materials Corporation has served as a corporate director of ACRO Biomedical Co. Ltd. since June 24, 2022, it has gained a significant influence on the latter, so said investment is accounted for using the equity method.
(Continued on next page)
- 139 -
(Continued from previous page)
-
Note 3: Gains or losses on investments in these companies are included in the investment gain or loss of the subsidiaries.
-
Note 4: The relevant figures here are presented in NTD. Where foreign currencies are involved, they should be translated into NTD using the exchange rates prevailing at the date of the financial statements.
-
Note 5: Please refer to Exhibit 8 for information on investees in mainland China.
Note 6: For the investment gain or loss for the period, taken into account were the unrealized gain or loss on intercompany transactions and the amortization effect of the excess of the fair value of identifiable net assets over their carrying amount at the time of original acquisition. Note 7: Hua Hsu Optotech Co., Ltd. was merged into Hua Hsu Silicon Materials Co., Ltd. on September 30, 2022.
Note 8: The liquidation of Prosperous China Inc. was completed on December 29, 2022.
- 140 -
Gigastorage Corporation and Subsidiaries
Information on Investment in Mainland China
January 1 to December 31, 2022
Exhibit 8
Units: NTD thousands, unless otherwise stated
==> picture [1040 x 483] intentionally omitted <==
----- Start of picture text -----
Amount of investment remitted or Shareholdin
Accumulated
investment recovered during the period Accumulated g percentage Investment gain or Carrying amount Investment
investment Income or loss of of the
Investee name in amount remitted loss recognized in of investment at income remitted
mainland China Principal business Paid-in capital Investment method from Taiwan at the amount remitted the investee for Company’s the period (Note the end of the back as of the end Remarks
Remittance Recovery from Taiwan at the the period direct or
beginning of the 2) period of the period
end of the period indirect
period
investment
Suzhou Giga Solar Photovoltaic process $ 88,625 Indirectly invested $ 88,625 $ - $ - $ 88,625 ( $ 2,835 ) 100% ( $ 3,507 ) $ 79,388 $ - (Note 2)
Materials testing and technical ( USD 3,000 ) through an invested ( USD 3,000 ) ( USD 3,000 )
Corporation services, etc. enterprise in the
third region
(Mauritius)
Yancheng Giga Solar Photovoltaic process 861,430 Indirectly invested 478,050 223,080 - 701,130 ( 212,157 ) 100% ( 212,157 ) 772,092 - (Notes 2
Materials testing and technical ( USD 22,900 + through an invested ( USD 14,900 ) ( USD 8,000 ) ( USD 22,900 ) and 8)
Corporation services, etc. CNY 35,000 ) enterprise in the
(Note 5) third region
(Mauritius)
Yancheng Giga Manufacturing and sale 652,782 Indirectly invested 594,542 58,240 - 652,782 ( 109,549 ) 100% ( 109,549 ) ( 179,826 ) - (Notes 2
Diamond Materials of wire materials, etc. ( USD 21,200 ) through an invested ( USD 19,200 ) ( USD 2,000 ) ( USD 21,200 ) and 9)
Corporation enterprise in the
third region
(Seychelles)
Yancheng Green Lithium battery material 176,342 Indirectly invested 176,342 - - 176,342 ( 52,789 ) 100% ( 52,789 ) 79,246 - (Notes 2,
Energy Electrode manufacturing, ( USD 6,000 ) through an invested ( USD 6,000 ) ( USD 6,000 ) 7, and
Crop. research and enterprise in the 12)
development, and third region
lithium-ion battery (Samoa)
technology
development and
consulting services
Tron Giga (Yancheng) Battery module, battery 91,071 Indirectly invested - - - - ( 6,544 ) 49% ( 3,207 ) 39,538 - -
Energy Co., Ltd. pack and battery ( USD 1,530 + through an invested
component assembly CNY 10,437 ) enterprise in the
(Note 6) third region
(Mauritius)
Nantong Exojet Manufacturing and sales 154,128 Direct invest in 154,128 - - 154,128 ( 29,495 ) - ( 29,495 ) - - (Notes 2
Technology Co., of thick film ( USD 5,000 ) mainland China ( USD 5,000 ) ( USD 5,000 ) and 11)
Ltd. materials for passive
components
Shanghai Exojet Manufacturing and sales 13,686 Indirectly invested 13,686 - 13,686 - 470 - 470 - - (Notes 2
Electronic Materials of thick film ( USD 350 ) through an invested ( USD 350 ) (USD 350 ) and 10)
Co., Ltd. materials for passive enterprise in the
components third region
(Samoa)
----- End of picture text -----
(Continued on next page)
- 141 -
(Continued from previous page)
| Company name | Cumulative amount of investment remitted from Taiwan to mainland China at the end of theperiod |
Investment amount approved by the Investment Commission of the Ministry of Economic Affairs |
Ceiling on investments in mainland China imposed by the Investment Commission of the Ministry of Economic Affairs |
|---|---|---|---|
| Giga Solar Materials Corporation | $1,163,312 (USD31,250+CNY45,437) |
$1,161,282 (USD37,849) |
$ 4,552,762 |
| Hua Hsu Silicon Materials Co., Ltd. (Formerly known as Giga Diamond Materials Corporation) |
652,782 (USD21,200) |
652,782 (USD21,200) |
628,831 |
| Green Energy Electrode Inc. | 176,342 (USD6,000) |
179,106 (USD6,090) |
350,264 |
-
Note 1: Investment methods are classified into the following three categories; Fill in the number of the category that each case belongs to:
-
Invest in mainland China directly.
-
Invest in mainland China through companies in third regions. (Please specify the investment company of the third region.)
-
Other methods.
-
Note 2: The investment gain or loss recognized in the current period is based on the evaluation of the financial statements audited by CPAs.
-
Note 3: The translation is based on the exchange rate at the time of remittance.
-
Note 4: The repatriated investment amount was translated at the prevailing exchange rate, and the investment amount not repatriated was translated at the period end rate of 1:30.710.
-
Note 5: RMB 35,000 thousand represented the direct investment of cash dividends from the earnings of Suzhou Giga Solar Materials Corporation through a third region (Mauritius) into Yancheng Giga Solar Materials Corporation. The process of application to the Investment Commission of the Ministry of Economic Affairs has been completed. The difference between the paid-in capital and the amount approved by the Investment Commission of the Ministry of Economic Affairs is due to the difference between the exchange rate of USD and RMB on the date of application and the date of remittance.
-
Note 6: RMB 10,437 thousand represented the direct investment of cash dividends from the earnings of Suzhou Giga Solar Materials Corporation through a third region (Mauritius) into Tron Giga (Yancheng) Energy Co., Ltd. The process of application to the Investment Commission of the Ministry of Economic Affairs has been completed. The difference between the paid-in capital and the amount approved by the Investment Commission of the Ministry of Economic Affairs is due to the difference between the exchange rate of USD and RMB on the date of application and the date of remittance.
-
Note 7: Green Energy Electrode Inc., a subsidiary of the Company, was approved by the Investment Commission, Ministry of Economic Affairs, in April 2020 to invest US$3.5 million in Yancheng Green Energy Electrode Crop. with its own funds through Green Energy Electrode Inc. (Samoa), an investee in a third region, and the investment was completed.
-
Note 8: Giga Solar Materials, a subsidiary of the Company, was approved by the Investment Commission, Ministry of Economic Affairs, in February 2022 to invest US$8 million in Yancheng Giga Solar Materials Corporation with its own funds through Giga Solar Materials Corporation (Mauritius), an investee in a third region, and the investment was completed.
-
Note 9: Hua Hsu Silicon Materials Co., Ltd., a subsidiary of the Company, was approved by the Investment Commission, Ministry of Economic Affairs, in March 2022 to invest US$2 million in Yancheng Giga Diamond Materials Corporation with its own funds through Giga Diamond Materials Corporation (Seychelles), an investee in a third region, and the investment was completed in April 2022.
-
Note 10: The liquidation of Shanghai Exojet Electronic Materials Co., Ltd. was completed on September 7, 2022, and an investment amount of 4,263 thousand CNY was recovered on October 20, 2022.
Note 11: The liquidation of Nantong Exojet Technology Co., Ltd. was completed on December 28, 2022, and an investment amount of 12,462 thousand CNY was recovered on January 13, 2023.
-
Note 12: Green Energy Electrode Inc. was approved by the Investment Commission, Ministry of Economic Affairs, on January 18, 2023 to invest US$6 million in the establishment of Chongqing Xincai New Material Technology Co., Ltd. in mainland China, and the investment was completed as of March 31, 2023.
-
142 -