AI assistant
GSC — Annual Report 2023
Nov 14, 2023
52060_rns_2023-11-14_2403317b-a3e4-492b-b2ae-09f9115f685c.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, 2023 and 2022
Address: No. 3, Industrial 1st Road, Hukou Township, Hsinchu County
Phone: (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§
| Item Page 1. Front Cover 1 2. Table of Contents 2 3. Representation Letter 3 4. Independent Auditor’s Report 4 ~85. Consolidated Balance Sheet 9 6. Consolidated Comprehensive Income Statement 10 ~117. Consolidated Statement of Changes in Shareholders’ Equity 12 8. Consolidated Cash Flow Statement 13 ~169. Notes to Consolidated Financial Statements (1) Company History 17 (2) Date and Procedures for Approval of Financial Statements 17 (3) Application of New and Revised Standards and Interpretation 17 ~20(4) Summary of Significant Accounting Policies 20 ~44(5) Significant Accounting Judgments and Estimations, and Main Sources of Assumption Uncertainties 44 ~45(6) Summary of Significant Accounting Items 45 ~106(7) Related Party Transactions 106 ~111(8) Pledged Assets 111 (9) Significant Contingent Liabilities and Unrecognized Contract Commitments 111 ~112(10) Significant Disaster Loss - (11) Significant Subsequent Events - (12) Information on Foreign Currency Assets and Liabilities with Significant Effect 112 ~113(13) Additional Disclosure 1. Information on significant transactions 113 ~1142. Information on invested enterprises 114 3. Information on investment in Mainland China 114 4. Information on major shareholders 114 (14) Segment Information 114 ~117 |
Number of notes to financial statements |
|---|---|
--------1 2 3 4 5 6~33 34 35 36 --37 38 38 38 38 39 |
- 2 -
Representation Letter
For the fiscal year of 2023 (From January 1 to December 31, 2023), 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 will not prepare separate consolidated financial statements for affiliates.
Very truly yours,
GIGASTORAGE CORPORATION
By
CHEN, CHI-MING Chairman March 28, 2024
- 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, 2023 and 2022, 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, 2023 and 2022, and its consolidated financial performance and cash flows for the years ended December 31 2023 and 2022, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, 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.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the 2023 consolidated financial statements of Gigastorage
- 4 -
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 2023 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 2023 (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, 2023 and 2022, the above-mentioned investments under the equity method amounted to NT$822,503 thousand and NT$1,353,212 thousand, or 5.52% and 8.83% of total assets, respectively; The share of the above losses recognized under the equity method amounted to NT$15,315 thousand and NT$(18,426) thousand, or (1.28)% and 3.88% of net loss before tax, respectively for the years ended December 31, 2023 and 2022.
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 Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and 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
- 5 -
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, 2023 and 2022, the companies above had a total asset of NT$3,260 thousand and NT$31,905 thousand, representing 0.02% and 0.21% of the consolidated total assets, respectively. The operating revenues for the years ended December 31, 2023 and 2022 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, 2023 and 2022, 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 conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, IFRIC interpretations, and 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.
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 accounting principles 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.
- 6 -
As part of an audit in accordance with the Standards on Auditing, 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 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).
- 7 -
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 2023 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 Chung, Ming-Yuan and Chang, Ya-Yun.
Deloitte & Touche Taipei, Taiwan Republic of China March 28, 2024
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, 2023 and 2022
==> picture [1081 x 584] intentionally omitted <==
----- Start of picture text -----
Unit: NTD thousands
December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022
Code Assets Amount % Amount % Code Liabilities and equity Amount % Amount %
Current assets Current liabilities
1100 Cash and cash equivalents (Notes 4 and 6) $ 2,320,944 16 $ 3,009,768 20 2100 Short-term borrowings (Notes 18 and 35) $ 743,770 5 $ 860,134 6
1140 Contract assets – current (Notes 4, 23 and 34) 95,675 1 245,518 2 2110 Short-term notes and bills payable (Notes 18
1150 Notes receivable, net (Notes 4, 9, 18, 23 and and 35) 159,713 1 179,343 1
35) 73,373 - 663,016 4 2126 Financial liabilities for hedging (Notes 10 and
1170 Accounts receivable, net (Notes 4, 9 and 23) 847,082 6 816,589 5 33) 655,237 4 446,977 3
1180 Accounts receivable – related party, net (Notes 2150 Notes payable 12,600 - 17,403 -
4, 9, 23 and 34) 11,493 - 38,704 - 2170 Accounts payable 365,778 3 295,798 2
1200 Other receivables (Notes 4 and 9) 46,194 - 30,409 - 2180 Accounts payable – related party (Note 34) 305 - - -
1210 Other receivables – related party (Notes 4, 9 2200 Other payables (Note 20) 357,628 3 389,402 3
and 34) 2,026 - 20,458 - 2220 Other payables – related party (Note 34) 40,564 - 398 -
1220 Current income tax assets (Notes 4 and 25) 10,430 - 19,577 - 2230 Current income tax liabilities (Notes 4 and 25) 23,419 - 11,410 -
130X Inventories (Notes 4 and 10) 1,336,196 9 1,130,130 8 2280 Lease liabilities – current (Notes 4 and 14) 23,003 - 22,604 -
1410 Prepayments (Note 17) 603,163 4 637,369 4 2321 Corporate bonds payable – current portion
1460 Proceeds from disposal of non-current assets (Note 19) - - 339,406 2
held for sale (Notes 4 and 29) - - 20,521 - 2322 Long-term borrowings due within one year
1476 Other financial assets (Note 35) 90,995 1 86,495 1 (Notes 18 and 35) 306,276 2 385,567 2
1479 Other current assets (Notes 17 and 35) 43,414 - 41,819 - 2399 Other current liabilities (Notes 20, 23 and 34) 130,565 1 96,888 1
11XX Total current assets 5,480,985 37 6,760,373 44 21XX Total current liabilities 2,818,858 19 3,045,330 20
Non-current assets Non-current liabilities
1510 Financial assets at fair value through profit or 2540 Long-term borrowings (Notes 18 and 35) 2,917,449 20 2,027,277 13
Deferred income tax liabilities (Notes 4 and
loss – non-current (Notes 4 and 7) 34,253 - 33,560 - 2572 25) 34,853 - 39,430 -
1517 Financial assets at fair value through other 2580 Lease liabilities – non-current (Notes 4 and 14) 83,951 - 106,179 1
comprehensive income – non-current (Notes 2640 Net defined benefit liabilities – non-current
4 and 8) 310,503 2 344,243 2 (Notes 4 and 21) 18,140 - 14,147 -
1550 Investments accounted for using the equity 2645 Deposits received 85,234 1 85,670 1
method (Notes 4 and 12) 1,315,781 9 1,475,709 10 2670 Other non-current liabilities (Notes 4 and 20) 1,364 - - -
1600 Property, plant and equipment (Notes 4, 13, 34 25XX Total non-current liabilities 3,140,991 21 2,272,703 15
and 35) 5,753,329 39 4,917,637 32
1755 Right-of-use assets (Notes 4 and 14) 155,805 1 179,305 1 2XXX Total liabilities 5,959,849 40 5,318,033 35
1760 Investment property (Notes 4 and 15) 446,107 3 94,560 1
1780 Intangible assets (Notes 4 and 16) 383,303 2 407,512 3 Equity attributable to shareholders of the Company
1840 Deferred income tax assets (Notes 4 and 25) 177,166 1 172,677 1 (Notes 4, 22, 27 and 30)
1980 Other financial assets – non-current (Note 35) 296,528 2 118,544 1 Capital stock
1990 Other non-current assets (Notes 17 and 34) 554,682 4 825,150 5 3110 Ordinary shares 3,509,057 24 3,509,057 23
15XX Total non-current assets 9,427,457 63 8,568,897 56 3200 Capital surplus 1,500,005 10 1,490,493 10
Accumulated losses
3310 Legal reserve 14,689 - 14,689 -
3320 Special reserve 155,982 1 155,982 1
3350 Losses to be offset ( 1,029,500 ) ( 7 ) ( 680,196 ) ( 5 )
3400 Other equity ( 226,840 ) ( 2 ) ( 165,911 ) ( 1 )
31XX Total shareholders’ equity of the 3,923,393 26 4,324,114 28
Company
36XX Non-controlling interests (Notes 4, 22 and 30) 5,025,200 34 5,687,123 37
3XXX Total equity 8,948,593 60 10,011,237 65
1XXX Total assets $ 14,908,442 100 $ 15,329,270 100 Total liabilities and equity $ 14,908,442 100 $ 15,329,270 100
----- End of picture text -----
The accompanying notes are an integral part of the consolidated financial statements. (Please refer to the audit report dated March 28, 2024 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, 2023 and 2022
(In thousand NTD, but net losses per share is in NTD)
==> picture [443 x 32] intentionally omitted <==
----- Start of picture text -----
2023 2022
Code Amount % Amount %
4000 Net operating revenue (Notes 4, 23
----- End of picture text -----
| and 34) 5000 Cost of sales (Notes 10, 24 and 34) 5900 Gross (loss) profits ( 5910 Unrealized profits on sales ( 5950 Realized gross (loss) 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 operating expenses 6900 Net operating losses ( 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 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 non-operating income and expenses ( 7900 Net loss before tax ( 7950 Income tax expense (Notes 4 and 25) ( 8200 Net loss for the year ( |
$ 3,940,087 3,946,414 6,327 ) 10,556) 16,883) 251,479 442,607 336,684 51,743) ( 979,027 995,910) ( 44,747 96,827 216,619 ) ( 79,609 ) ( 45,850) ( 200,504) ( 1,196,414 ) ( 37,857) ( 1,234,271) ( |
100 100 - - ( - 6 11 9 1) 25 25) ( 1 2 5 ) ( 2 ) ( 1) ( 5) ( 30 ) ( 1) ( 31) ( |
$ 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) |
|---|---|---|---|---|
(Continued on next page)
- 10 -
(Continued from previous page)
==> picture [443 x 540] intentionally omitted <==
----- Start of picture text -----
2023 2022
Code Amount % Amount %
Other comprehensive income
8310 Items not to be reclassified as
profit or loss:
8311 Remeasurement of
defined benefit plan ( $ 5,821 ) - $ 11,767 -
8316 Unrealized gains or losses
on investments in
equity instruments
measured at fair value
through other
comprehensive income ( 124,973 ) ( 3 ) ( 171,305 ) ( 2 )
8320 Share of other
comprehensive income
of associates and joint
ventures accounted for
using the equity
method 286 - ( 42 ) -
8360 Items that may be reclassified
subsequently to profit or
loss:
8361 Exchange differences on
translation of financial
statements of foreign
operations ( 31,257 ) ( 1 ) 28,793 -
8399 Income tax related to
items that may be
- -
reclassified (Note 25) 5,287 ( 4,358 )
8300 Other comprehensive
income for the year
(net after tax) ( 156,478 ) ( 4 ) ( 135,145 ) ( 2 )
8500 Total comprehensive income for the
year ( $ 1,390,749 ) ( 35 ) ( $ 666,435 ) ( 10 )
Net losses attributable to:
8610 Shareholders of the Company ( $ 347,720 ) ( 9 ) ( $ 154,537 ) ( 2 )
8620 Non-controlling interests ( 886,551 ) ( 22 ) ( 376,753 ) ( 6 )
8600 ( $ 1,234,271 ) ( 31 ) ( $ 531,290 ) ( 8 )
Total comprehensive income
attributable to:
8710 Shareholders of the Company ( $ 410,185 ) ( 10 ) ( $ 212,358 ) ( 3 )
8720 Non-controlling interests ( 980,564 ) ( 25 ) ( 454,077 ) ( 7 )
8700 ( $ 1,390,749 ) ( 35 ) ( $ 666,435 ) ( 10 )
Net losses per share (Note 26)
9750 Basic ( $ 0.99 ) ( $ 0.45 )
9850 Diluted ( $ 0.99 ) ( $ 0.45 )
----- End of picture text -----
The accompanying notes are an integral part of the consolidated financial statements. (Please refer to the audit report dated March 28, 2024 issued by Deloitte and Touche)
Chairperson: Chen, Chi-Ming Managerial officer: Chen, Chi-Ming Accounting officer: Tsai, Jyh- Pyng
- 11 -
Units: NTD thousands, unless otherwise stated
Gigastorage Corporation and Subsidiaries
Consolidated Statement of Changes in Shareholders’ Equity
January 1 to December 31, 2023 and 2022
Equity attributable to shareholders of the Company
==> picture [1067 x 562] intentionally omitted <==
----- Start of picture text -----
Other equity
Unrealized gains
(losses) from
Exchange financial assets
differences on measured at fair
Capital stock translation of value through other
Number of shares Retained earnings financial statements comprehensive Non-controlling
Code (in thousands) Amount Capital surplus Legal reserve Special reserve Losses to be offset of foreign operations income Total interests Total equity
A1 Balance as of January 1, 2022 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 losses 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
D1 Net losses for 2023 - - - - - ( 347,720 ) - - ( 347,720 ) ( 886,551 ) ( 1,234,271 )
D3 Other comprehensive income after tax for 2023 - - - - - ( 2,334 ) ( 10,565 ) ( 49,566 ) ( 62,465 ) ( 94,013 ) ( 156,478 )
D5 Total comprehensive income for 2023 - - - - - ( 350,054 ) ( 10,565 ) ( 49,566 ) ( 410,185 ) ( 980,564 ) ( 1,390,749 )
M5 Differences between equity price and carrying
amount arising from acquisition or disposal
of subsidiaries (Note 30) - - 1,772 - - - 133 ( 243 ) 1,662 14,971 16,633
M7 Changes in ownership interest in subsidiaries
(Notes 22 and 30) - - 2,702 - - - 62 - 2,764 273,430 276,194
C7 Changes in associates and joint ventures
recognized under the equity method - - 1,103 - - - - - 1,103 8,366 9,469
N1 Subsidiary share based payment transactions - - 3,935 - - - - - 3,935 21,874 25,809
Q1 Disposal of equity instruments at fair value
through other comprehensive income - - - - - 750 - ( 750 ) - - -
Z1 Balance as of December 31, 2023 350,906 $ 3,509,057 $ 1,500,005 $ 14,689 $ 155,982 ( $ 1,029,500 ) ( $ 122,516 ) ( $ 104,324 ) $ 3,923,393 $ 5,025,200 $ 8,948,593
----- End of picture text -----
The accompanying notes are an integral part of the consolidated financial statements.
(Please refer to the audit report dated March 28, 2024 issued by Deloitte and Touche)
Managerial officer: Chen, Chi-Ming
Chairperson: Chen, Chi-Ming
Accounting officer: Tsai, Jyh- Pyng
- 12 -
Gigastorage Corporation and Subsidiaries
Consolidated Cash Flow Statement
January 1 to December 31, 2023 and 2022
==> picture [444 x 44] intentionally omitted <==
----- Start of picture text -----
Unit: NTD thousands
Code 2023 2022
Cash flow from operating activities:
----- End of picture text -----
| A10000 | Net loss before tax for the year | ( $ 1,196,414 ) | ( $ 1,196,414 ) | ( $ | 475,418 ) |
|---|---|---|---|---|---|
| A20010 | Adjustments: | ||||
| A20100 | Depreciation expense | 355,632 | 307,234 | ||
| A20200 | Amortization expense | ||||
| (including amortization | |||||
| of other non-current | |||||
| assets) | 14,683 | 13,582 | |||
| A20300 | Expected credit impairment | ||||
| (reversal gains) losses | ( | 51,743 ) | 90,784 | ||
| A20400 | Net gain on financial assets | ||||
| and liabilities at fair value | |||||
| through profit or loss | ( | 693 ) | ( | 21,099 ) | |
| A20900 | Financial costs | 79,609 | 86,051 | ||
| A21200 | Interest income | ( | 44,747 ) | ( | 9,368 ) |
| A21300 | Dividend income | ( | 12,296 ) | ( | 2,470 ) |
| A21900 | Share-based remuneration | ||||
| costs | 25,809 | 50,813 | |||
| A22300 | Share of associates and joint | ||||
| ventures accounted for | |||||
| using the equity method | 45,850 | 6,015 | |||
| A22500 | Loss(gain) from disposal of | ||||
| property, plant and | |||||
| equipment | ( | 283 ) | 5,995 | ||
| A22700 | Gains on disposal of | ||||
| investment property | ( | 4,483 ) | - | ||
| A23000 | Gain on disposal of | ||||
| non-current assets held | |||||
| for sale | ( | 4,038 ) | - | ||
| A23200 | Gain on disposal of | ||||
| investment accounted for | |||||
| using the equity method | ( | 20,939 ) | ( | 374 ) | |
| A23700 | Impairment loss on | ||||
| non-financial assets | 212,017 | 84,310 | |||
| A23800 | Loss on decline in value of | ||||
| inventories (reversal | |||||
| gain) | 100,239 | ( | 15,021 ) | ||
| A23900 | Unrealized profits in | ||||
| associate | 10,556 | 7,447 | |||
| A24100 | Net foreign currency | ||||
| exchange gain | ( | 14,730 ) | ( | 133,339 ) |
(Continued on next page)
- 13 -
(Continued from previous page)
==> picture [440 x 24] intentionally omitted <==
----- Start of picture text -----
Code 2023 2022
A29900 Leasehold modification gain ($ 286 ) ($ 13 )
----- End of picture text -----
| Code A29900 |
Leasehold modification gain | ($ | 2023 286 ) |
($ | 2022 13 ) |
|---|---|---|---|---|---|
| A29900 | Gain on reversal of | ||||
| Impairment on | |||||
| non-financial assets | ( | 264 ) | ( | 1,245 ) | |
| A29900 | Loss on disposal of | ||||
| subsidiaries | - | 3,165 | |||
| A29900 | Intangible assets transferred | ||||
| to expenses | - | 118 | |||
| A30000 | Net changes in assets and | ||||
| liabilities related to operating | |||||
| activities. | |||||
| A31125 | Contract assets | 149,843 | ( | 55,923) | |
| A31130 | Notes receivables | 589,643 | ( | 386,017) | |
| A31150 | Accounts receivables | 17,712 | 217,707 | ||
| A31160 | Accounts receivable – | ||||
| related party | 27,965 | 96,999 | |||
| A31180 | Other receivables | ( | 13,465 ) | ( | 6,224 ) |
| A31190 | Other receivables – related | ||||
| party | 18,432 | ( | 2,324 ) | ||
| A31200 | Inventories | ( | 95,618 ) | 101,483 | |
| A31230 | Prepayments | 34,470 | 267,342 | ||
| A31240 | Other current assets | 20,628 | ( | 3,175) | |
| A32130 | Notes payable | ( | 4,803) | 2,333 | |
| A32150 | Accounts payable | 69,788 | 135,547 | ||
| A32160 | Accounts payable – related | ||||
| party | 348 | ( | 8 ) | ||
| A32180 | Other payables | ( | 43,306 ) | 40,561 | |
| A32190 | Other payables – related | ||||
| party | 40,166 | 1,173 | |||
| A32230 | Other current liabilities | 33,677 | ( | 234,515 ) | |
| A32240 | Net defined benefit | ||||
| liabilities | ( | 1,828 ) | 166 | ||
| A32990 | Other non-current liabilities | 1,364 | - | ||
| A33000 | Cash arising from operations | 338,495 | 172,292 | ||
| A33100 | Interests received | 42,305 | 7,860 | ||
| A33500 | Income tax paid | ( | 20,480) | ( | 59,332) |
| AAAA | Net cash inflow from operating | ||||
| activities | 360,320 | 120,820 | |||
| Cash flow from investment activities: | |||||
| B00010 | Acquisition of financial assets | ||||
| measured at fair value through | |||||
| other comprehensive income | ( | 103,290 ) | ( | 87,059 ) | |
| B00020 | Disposal of financial assets measured | ||||
| at fair value through other | |||||
| comprehensive income | 12,057 | 4,027 |
(Continued on next page)
- 14 -
(Continued from previous page)
==> picture [440 x 24] intentionally omitted <==
----- Start of picture text -----
Code 2023 2022
B00100 Acquisition of financial assets at fair
----- End of picture text -----
| Code B00100 |
Acquisition of financial assets at fair | 2023 | 2022 | |||
|---|---|---|---|---|---|---|
| value through profit or loss | $ | - |
( $ | 46,015 ) |
||
| B00200 | Disposal of financial assets at fair | |||||
| value through profit or loss | - | 71,835 | ||||
| B01800 | Acquisition of investment accounted | |||||
| for using the equity method | ( | 79,333 ) | ( | 120,958 ) | ||
| B01900 | Disposal of investment accounted for | |||||
| using the equity method | 41,313 | 48,300 | ||||
| B02200 | Net cash inflow from acquisition of | |||||
| subsidiaries (Note 28) | - | 47,843 | ||||
| B02600 | Disposal of non-current assets held for | |||||
| sale | 24,258 | - | ||||
| B02700 | Acquisition of property, plant and | |||||
| equipment | ( | 1,037,415 ) | ( | 1,421,945 ) | ||
| B02800 | Disposal of property, plant and | |||||
| equipment | 11,384 | 38,245 | ||||
| B03800 | Decrease in refundable deposits | - | 104,021 | |||
| B04500 | Acquisition of intangible assets | ( | 3,600 ) | ( | 8,449 ) | |
| B05400 | Acquisition of investment property | ( | 328,446 ) | - | ||
| B05500 | Disposal of investment property | 10,396 | - | |||
| B06500 | Increase in other financial assets | ( | 182,756) | ( | 107,878) | |
| B06700 | Increase in other non-current assets | ( | 30,450) | - | ||
| B06800 | Decrease in other non-current assets | - | 9,115 | |||
| B07600 | Dividends received | 33,793 | 20,187 | |||
| BBBB | Net cash outflow from | |||||
| investment activities | ( | 1,632,089) | ( | 1,448,731) | ||
| Cash flow from financing activities: | ||||||
| C00200 | Decrease in short-term borrowings | ( | 126,579 ) | ( | 1,514,406 ) | |
| C00600 | Decrease in short term notes and bills | |||||
| payable | ( | 21,938 ) | ( | 23,447 ) | ||
| C01300 | Repayment of corporate bonds | ( | 339,406) | - | ||
| C01600 | Borrowing of long-term loans | 1,466,820 | 2,022,560 | |||
| C01700 | Repayment of long-term loans | ( | 593,711 ) | ( | 2,426,550 ) | |
| C03000 | Increase in deposits received | - | 468 | |||
| C03100 | Decrease in deposits received | ( | 436 ) | - | ||
| C04020 | Repayment of lease liability principal | ( | 22,644 ) | ( | 20,462 ) | |
| C04600 | Cash capital increase | - | 1,625,000 | |||
| C05600 | Interests paid | ( | 73,056 ) | ( | 89,468 ) | |
| C05800 | Change in non-controlling interests | |||||
| (Note 30) | 292,827 | 1,617,840 | ||||
| CCCC | Net cash inflow from financing | |||||
| activities | 581,877 | 1,191,535 |
(Continued on next page)
- 15 -
(Continued from previous page)
==> picture [440 x 141] intentionally omitted <==
----- Start of picture text -----
Code 2023 2022
DDDD Effect of exchange rate changes on cash
and cash equivalents $ 1,068 $ 119,002
EEEE Decrease in cash and cash equivalents ( 688,824 ) ( 17,374 )
E00100 Balance of cash and cash equivalents at the
beginning of the year 3,009,768 3,027,142
E00200 Balance of cash and cash equivalents at the
end of the year $ 2,320,944 $ 3,009,768
----- End of picture text -----
The accompanying notes are an integral part of the consolidated financial statements. (Please refer to the audit report dated March 28, 2024 issued by Deloitte and Touche)
Chairperson: Chen, Chi-Ming
Managerial officer: Accounting officer: Chen, Chi-Ming Tsai, Jyh- Pyng
- 16 -
Notes to Consolidated Financial Statements
Gigastorage Corporation and Subsidiaries
January 1 to December 31, 2023 and 2022
(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 Financial Statements
The consolidated financial statements were approved by the board meeting on March 28, 2024.
- Application of New and Revised Standards and Interpretation
(1) First-time application of International Financial Reporting Standards (“IFRS”), International Accounting Standards (“IAS”), Interpretations (“IFRIC”) and Interpretations (“SIC”) endorsed by the Financial Supervisory Commission (“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 2024.
New/Revised/Amended Standards and Interpretations
Amendments to IFRS 16, “Lease Liability in a Sale and Leaseback” Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” Amendments to IAS 1 “Non-current Liabilities with Covenants” Amendments to IAS 7 and IFRS 7 "Supplier Financing Arrangements"
Effective date of IASB publication (Note 1)
January 1, 2024 (Note 2) January 1, 2024
January 1, 2024 January 1, 2024 (Note 3)
- 17 -
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.
-
Note 3: When this amendment is first implemented, certain disclosure requirements shall be exempted.
-
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 of liabilities 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 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
- 18 -
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 impacts, 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” | |
| IFRS 17 “Insurance Contracts” | January 1, 2023 |
| Amendment to IFRS 17 | January 1, 2023 |
| Amendment to IFRS 17 “First application of IFRS | January 1, 2023 |
| 17 and IFRS 9 – comparative information” | |
| Amendments to IAS 21 "Lack of Convertibility" | January 1, 2025 (Note 2) |
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: For annual reporting periods beginning after January 1, 2025. When the amendment is applied for the first time, the effect is recognized in the retained earnings on the date of initial application. When the consolidated Company uses a non-functional currency as the presentation currency, it will affect the exchange differences of foreign operations under equity on the date of initial application.
-
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
- 19 -
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.
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
The consolidated financial statements are prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs approved and published by the FSC.
(2) Basis of preparation
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.
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) 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 income 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 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
- 21 -
Entities covered by the consolidated financial statements are as follows:
==> picture [389 x 35] intentionally omitted <==
----- Start of picture text -----
Shareholding percentage
December 31, December 31,
Investor name Subsidiary name Principal business 2023 2022
The Company Global Acetech Co., Ltd. Solar Energy Related Business 99.99% 99.99%
----- End of picture text -----
| Investor name The Company |
Subsidiary name Global Acetech Co., Ltd. |
Principal business Solar Energy Related Business |
2023 99.99% |
2022 99.99% |
|---|---|---|---|---|
| (Note 12) | ||||
| Giga Solar Materials | Precision chemical materials, | 38.07% | 38.07% | |
| Corporation (Note 4) | industrial plastic products | |||
| Ho Mi Specialty Materials | Precision chemical materials | 92.57% | 92.57% | |
| Corporation | ||||
| Wafering Technology | Solar Energy Related Business | - | 100.00% | |
| Corporation (Note 11) | ||||
| Ri Fa Green Power Co., Ltd. | Solar Energy Related Business | 60.00% | 60.00% | |
| (Note 6) | ||||
| Giga Energy Co., Ltd. (Note | Energy technology services | 100.00% | - | |
| 13) | ||||
| Wafering Technology | Giga Solar Materials | Precision chemical materials, | - | 0.29% |
| Corporation | Corporation (Note 4) | industrial plastic products | ||
| Giga Solar Materials | Green Energy Electrode, Inc. | Manufacturing and trading of | 52.81% | 52.81% |
| Corporation | (Note 1 and 7) | 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. | ||||
| Hua Hsu Silicon Materials | Manufacturing of metal wire | 34.03% | 34.23% | |
| Co., Ltd. (Note 1 and 5) | products, manufacturing of | |||
| electronic components, trading | ||||
| and other related businesses | ||||
| Green Energy Electrode | Green Energy Electrode, Inc. | General investment | 100.00% | 100.00% |
| Inc. | ||||
| Chongqing Xincai New | Lithium battery material | 100.00% | - | |
| Material Technology Co., | manufacturing, research and | |||
| Ltd. (Note 10) | 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 | ||
| 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 2) | (Note 2) | |
| Godo Kaisha Chiba 1 (Note 9) | Solar Energy Related Business | (Note 2) | (Note 2) | |
| Godo Kaisha Merchant | Solar Energy Related Business | (Note 2) | (Note 2) | |
| Energy NO.8 | ||||
| Wisdom Field Limited | Merchant Energy PTE., Ltd. | General investment | 87.00% | 87.00% |
| (Samoa) | (Note 8) | |||
| Merchant Energy PTE., | Sunshine Solar Power | Solar Energy Related Business | 39.93% | 39.93% |
| Ltd. | Generation Co., Inc. (Note | |||
| 3) | ||||
| Hua Hsu Silicon | Giga Diamond Materials | General investment | 100.00% | 100.00% |
| Materials Co., Ltd. | Corporation (Seychelles) | |||
| 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: Although the Consolidated Company does not hold more than 50.00% of the voting rights in Green Energy Electrode Inc. and Hua Hsu Silicon Materials Co., Ltd., the Consolidated Company included them in the
- 22 -
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 2: 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 3: Although the Consolidated Company does not hold more than 50.00% 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 4: The Company and its subsidiary Wafering Technology Corporation 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%. The subsidiary Wafering Technology Corporation sold a total of 269 thousand shares in Giga Solar Materials Corporation between January 2023 to September 2023, resulting in a decrease in the consolidated shareholding to 38.07%. Since the remaining shareholdings are widely dispersed, it is 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 5: 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%. The subsidiary Giga Solar Materials Corporation purchased a total of 222
-
23 -
thousand shares and 375 thousand shares in Hua Hsu Silicon Materials Co., Ltd. between October to December 2022 and between January to June 2023, resulting in an increase in its shareholding from 34.01% to 34.23%, and from 34.23% to 34.59%. Hua Hsu Silicon Materials Co., Ltd. resolved to conduct a cash capital increase in its board of directors meeting on May 2, 2023, with the record date set as June 29, 2023. After the capital increase, the Company's shareholding ratio decreased from 34.59% to 34.00%. Hua Hsu Silicon Materials Co., Ltd. resolved to recall and cancel 122 thousand restricted shares of employee stock in its board of directors meeting on August 9, 2023, with the capital reduction record date set as August 10, 2023. After the capital reduction, the Company's shareholding ratio increased from 34.00% to 34.03%.
-
Note 6: 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 7: 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 8: The shareholders’ meeting of Merchant Energy PTE., Ltd. resolved a decision on September 12, 2022 to conducted a cash reduction and returned capital to Wisdom Field Limited (Samoa). The capital was reduced in cash by US$1,700 thousand, with 1,700 thousand shares canceled, and the registration of the change was completed on October 25, 2022. The shareholding ration was therefore down from 87.65% to 87.00%.
-
Note 9: On November 23, 2022, the board meeting of Whole Sun Green Power Co., Ltd. decided to increase the investment in Godo Kaisha Chiba 1. The
-
24 -
investment amount was 150 million JPY, and the investment has been completed.
-
Note 10: 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.
-
Note 11: The board of directors of both the Company and Wafering Technology Corporation adopted a resolution on May 12, 2023 to Wafering Technology Corporation carry out a short-form merger of Wafering Technology Corporation with the surviving company as the Company, and Wafering Technology Corporation being merged. The merger record date was September 30, 2023, and the merger was completed.
-
Note 12: Global Acetech Co., Ltd. reduced its capital by THB 9,000 thousand in cash on May 31, 2023.
-
Note 13: On July 11, 2023, the Company invested NT$1,000 thousand in Gigastorage Energy Co., Ltd., and acquired 100 thousand common shares, representing a 100.00% ownership.
-
(5) Business merger
Business merger is accounted for by the acquisition method. Acquisition-related costs are recognized as expenses in the period 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.
-
(6) Foreign currency
-
25 -
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 income 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 income 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 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.
If the Consolidated Company disposes of all of its interests in a foreign operation, or loses control over a subsidiary that includes a foreign operation, or retains interests after the disposal of an associate that is a foreign operation which becomes a financial asset and is accounted for in accordance with the accounting policy for financial instruments, all of the accumulated exchange differences related to that foreign operation and attributable to the Company's owners will be reclassified to income or loss.
If the partial disposal of a subsidiary of a foreign operation does not result in a loss of control, the accumulated exchange differences are attributable to the non-controlling interests of the subsidiary on a pro rata basis and are not recognized in income or loss. In the case of any other partial disposal of a foreign operation, the
- 26 -
accumulated exchange differences shall be reclassified to income or loss in proportion to the disposal.
(7)
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 income or loss from the associates and joint ventures and other comprehensive income by the Consolidated Company. In addition, changes in equity in an associate 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 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
- 27 -
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 date of cessation of the equity method is recognized in income 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 becomes a joint venture or an investment in joint
- 28 -
venture becomes an investment in associates, 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 income 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 income or loss. (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.
- 29 -
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.
- 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
-
30 -
When intangible assets are derecognized, the difference between the net disposal price and the carrying amount of the assets is recognized in income 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 (other than 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.
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 income or loss.
When the impairment loss is subsequently reversed, the carrying amount of the asset, cash-generating unit, or contract cost-related asset 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 been recognized if the impairment loss had not been recognized in prior years for that asset, cash-generating unit, or contract cost-related asset. Reversal of impairment loss is recognized in income or loss.
(14) Disposal of non-current assets held for sale
The carrying amount of non-current assets is classified as held for sale when it is expected to be recovered primarily through sale transactions rather than through continued use. Non-current assets 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.
- 31 -
Non-current assets 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.
- 32 -
(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 income or loss.
1. 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.
- 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 mandatorily measured at fair value through profit or loss include equity instruments investments measured at fair value through other non-designated comprehensive 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:
-
33 -
-
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 (including cash and cash equivalents and notes receivable, accounts receivable, other receivables, other financial assets, and refundable deposits at amortized cost), 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 income 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 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.
-
34 -
-
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.
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
- 35 -
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 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.
- 36 -
3. 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 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 capital stock 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.
- 37 -
The components of conversion rights contained in convertible bonds issued by the Consolidated Company are classified as derivative financial liabilities, and 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 income 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 income 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 income or loss and are recognized in the 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) Levies
Various types of payments (Levies) levied by the government in accordance with the law are recognized as other liabilities when the transactions or activities that should be levied have occurred. The payment obligations that accrue over time are recognized as other liabilities on a periodic basis. The payment obligations that only
- 38 -
arise upon reaching a specific threshold are recognized as other liabilities when the threshold is reached.
(18) 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. (19) Revenue recognition
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 Consolidated Company recognizes revenue gradually over time. Since the cost of construction is directly related to the degree of completion of contractual obligations, the Consolidated Company measures the progress of completion based on the proportion of the actual cost invested to the expected total cost. The Consolidated 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 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 Consolidated Company’s completion of all contractual obligations and are
- 39 -
recognized as contract assets until the Consolidated 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.
- (20) Leases
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 measured initially at cost (consisting of the original measurement amount of the lease liability, lease payments made before the inception date of the lease less lease incentives received, original direct cost and estimated cost of restoration of the subject asset) and subsequently at cost less accumulated depreciation and accumulated impairment, and the remeasurement of the lease liability is adjusted. 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 (inclouding fixed and substantively constant payments). If the implicit interest rate of the lease is readily determinable, the lease payments are discounted using that rate. If that rate is not readily determinable, the lessee’s incremental borrowing rate is used.
- 40 -
Subsequently, the lease liability is measured on an amortized cost basis using the effective interest method, and the interest expense is apportioned over the lease term. 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 income or loss. The lease liabilities are expressed separately in the consolidated balance sheet.
Subsequently, the lease liability is measured on an amortized cost basis using the effective interest method, and the interest expense is apportioned over the lease term. If a change 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 income or loss. The lease liabilities are expressed separately in the consolidated balance sheet.
- (21) Cost of borrowings
All other borrowing costs are recognized in income or loss for the period in which they are incurred.
- (22) Government grants
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 Consolidated Company.
Government subsidies are recognized in income 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 Consolidated Company and have no future related costs.
-
(23) Employee benefits
-
Short-term employee benefits
-
41 -
Liabilities relating to short-term employee benefits are measured by the non-discounted amount of the expected payment in exchange for employee services.
2. 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 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.
(24) Share-based payment agreement
Employee stock options and shares with restricted employee rights granted to employees
Employee stock options and shares with restricted employee rights 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 and non-controlling interests 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 and shares with restricted employee rights 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
- 42 -
revised estimate, and the capital surplus – employee stock option and non-controlling interests are adjusted accordingly.
(25) 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 ROC Income Tax Act 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.
2. Deferred income tax
Deferred income tax is calculated on temporary differences between the carrying amounts of assets and liabilities and the tax bases used to compute taxable income.
Deferred income tax liabilities are generally recognized for all taxable temporary differences, while deferred income 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, or R&D expense and talent training expenditure.
Deferred income tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, associates, and joint agreements, 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 income 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 income tax assets is reviewed on each balance sheet date and reduced book value to the extent that it is no longer
- 43 -
probable that sufficient tax assets will be available to allow recovery of all or part of the asset. part of the asset should be adjusted down. Deferred income 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 income 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.
- Current and deferred income 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.
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
- 44 -
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 considers the relevant market and industry conditions to determine the reasonableness of its relevant assumptions.
(3) Impairment of Property, plant and equipment
The impairment of property, plant and equipment is assessed based on their recoverable amount (i.e., the higher of their fair value less costs of disposal and their value in use). Changes in market prices, future cash flows, or discount rates will affect the recoverable amount of these assets, which may result in the Group having to recognize additional impairment losses or reverse previously recognized impairment losses.
(4) 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 the actual cash flow is less than expected, or the facts and circumstances change resulting in a downward revision of the future cash flow or an upward revision of the discount rate, a significant impairment loss may be incurred.
6. Cash and Cash Equivalents
| Cash and Cash Equivalents | |||
|---|---|---|---|
| Cash on hand and petty cash Checking and demand deposit accounts Cash equivalents Time deposits in banks |
December 31, 2023 $ 1,431 2,019,968 299,545 $ 2,320,944 |
December 31, 2022 | |
| $ 1,320 2,334,243 674,205 $ 3,009,768 |
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 - Funds |
December 31, 2023 $ 34,253 |
December 31, 2022 | December 31, 2022 |
|---|---|---|---|
| $ 33,560 |
- 45 -
The Company’s financial assets at fair value through profit or loss are not provided as guarantee.
| as guarantee. | ||||
|---|---|---|---|---|
| 8. | Financial Assets Measured at Fair Value | through Other Comprehensive Income December 31, 2023 December 31, 2022 $ - $ 3,472 256,160 256,160 96,000 - 59,726 59,726 $ 25,625 $ 25,625 13,798 13,798 5,000 5,000 (145,806) (19,538) $310,503 $344,243 |
||
Investment in equity instruments – non-current TWSE-listed/TPEx-listed stocks TSEC Corporation Stocks listed on emerging stock market Long Time Tech Co., Ltd. Unlisted stocks Foresight Energy Technologies Co., Ltd. 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, 2023 $ - 256,160 96,000 59,726 $ 25,625 13,798 5,000 (145,806) $310,503 |
|||
( |
( |
$ 3,472 256,160 - 59,726 $ 25,625 13,798 5,000 19,538) $344,243 |
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 income 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 March 2022, the Group participated in the cash capital increase of ACRO Biomedical Co., Ltd. and acquired 4,000 thousand ordinary shares, and also purchased 1 thousand shares from the open market, with a total investment amount of NT$80,024
- 46 -
thousand. As this is a long-term strategic investment, it has been designated as a financial asset measured at fair value through other comprehensive income.
As the Consolidated Company 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.
In July 2022 and August 2023, the Consolidated Company participated in the cash capital increase by TSEC Corporation and acquired 240 thousand and 269 thousand shares in the amount of NT$6,360 thousand and NT$7,290 thousand, respectively.
In August 2023, the Consolidated Company participated in the cash capital increase of Foresight Energy Technologies Co., Ltd. and acquired 3,200 thousand ordinary shares, with an investment amount of NT$96,000 thousand. As this is a long-term strategic investment, it has been designated as a financial asset measured at fair value through other comprehensive income.
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 2023 and 2022 is as follows.
| follows. | ||
|---|---|---|
| Fair value at the date of derecognition. Accumulated gain on disposal of retained earnings transferred from other equity |
2023 $ 12,057 750 |
2022 |
| $ 84,727 1,408 |
9. Notes Receivable, Accounts Receivable and Other Receivables
| 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 |
December 31, 2023 $ 73,373 - $ 73,373 $ 1,088,057 ( 240,975) $ 847,082 |
December 31, 2022 | December 31, 2022 |
|---|---|---|---|
( |
( |
$ 663,016 - $ 663,016 $ 1,133,942 317,353) $ 816,589 |
Accounts receivable – related party
- 47 -
| 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 |
December 31, 2023 $ 11,531 ( 38) $ 11,493 $ 35,650 28,493 ( 17,949) 46,194 2,026 $ 48,220 |
December 31, 2022 | December 31, 2022 |
|---|---|---|---|
( ( |
( ( |
$ 39,511 807) $ 38,704 $ 25,526 22,831 17,948) 30,409 20,458 $ 50,867 |
(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.
| is as follows. | ||||
|---|---|---|---|---|
| Transaction counterparty China Merchants Bank Sany Financial Notes Transaction counterparty Bank of China |
December 31,2023 | |||
| Amount Transferred Amount advanced (Note) $ 15,882 $ 15,882 9,332 9,332 $ 25,214 $ 25,214 December 31,2022 |
Interest rate range |
|||
| 2.05% 3.98% |
||||
| Amount Transferred $ 40,211 |
Amount advanced (Note) $ 40,211 |
Interest rate range |
||
| 1.13%~1.65% |
Note: Recorded as short-term borrowings. Please refer to Notes 18 and 35 for information on 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.
- 48 -
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 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 income 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:
- 49 -
December 31, 2023
1. Group 1
==> picture [359 x 429] intentionally omitted <==
----- Start of picture text -----
0–30 days 31–120 days 121–270 days Over 271
Not past due past due past due past due days past due Total
Expected credit
impairment loss - - - - 100%
Total book value $ 103,137 $ - $ 746 $ - $ 2,162 $ 106,045
Allowance for loss
(expected credit loss
during the life) - - - - ( 2,162 ) ( 2,162 )
Amortized cost $ 103,137 $ - $ 746 $ - $ - $ 103,883
1–30 days past 61–120 days past Over 121 days
Not past due due due past due Total
Expected credit
impairment loss 0%~0.58% 0.25%~22.91% 16.59%~57.73% 77.79%~100%
Total book value $ 793,368 $ 26,678 $ 5,564 $ 241,306 $ 1,066,916
Allowance for loss
(expected credit
loss during the life) ( 2,095 ) ( 1,590 ) ( 1,839 ) ( 233,327 ) ( 238,851 )
Amortized cost $ 791,273 $ 25,088 $ 3,725 $ 7,979 $ 828,065
0–30 days 31–120 days 121–270 days Over 271
Not past due past due past due past due days past due Total
Expected credit
impairment loss - - - - 100%
Total book value $ 607,540 $ - $ 7,352 $ - $ 26,151 $ 641,043
Allowance for loss
(expected credit loss
during the life) - - - - ( 26,151 ) ( 26,151 )
Amortized cost $ 607,540 $ - $ 7,352 $ - $ - $ 614,892
1–30 days past 61–120 days past Over 121 days
Not past due due due past due Total
Expected credit
impairment loss 0%~6.17% 1.57%~20.81% 4.37%~29.88% 18.75%~100%
Total book value $ 862,390 $ 28,585 $ 5,544 $ 298,907 $ 1,195,426
Allowance for loss
(expected credit
loss during the life) ( 9,694 ) ( 3,853 ) ( 1,958 ) ( 276,504 ) ( 292,009 )
Amortized cost $ 852,696 $ 24,732 $ 3,586 $ 22,403 $ 903,417
----- End of picture text -----
2. Group 2
December 31, 2022
1. Group 1
2. Group 2
Information on changes in allowance for losses on notes receivable and accounts receivable is as follows:
| accounts 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: Actual write off for the year Less: Reversal impairment loss for the year Foreign currency translation differences Balance at the end of the year |
2023 $318,160 - - 24,313 ) 51,743 ) 1,091) $ 241,013 |
2022 | ||
( ( ( |
$ 223,434 2,331 90,784 - - 1,611 $ 318,160 |
- 50 -
The changes in the allowance for loss in the year of 2023 and 2022 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 progress Finished goods Merchandise inventory |
December 31, 2023 $ 997,467 175,932 158,477 4,320 $ 1,336,196 |
December 31, 2022 | |
| $ 756,866 175,327 190,111 7,826 $ 1,130,130 |
Note: As of December 31, 2023 and 2022, the valuation gains (losses) of the borrowed
silver ingots were NT$(13,266) thousand and NT$11,182 thousand, respectively.
The operating costs related to inventories in 2023 and 2022 were NT$3,946,414 thousand and NT$6,060,376 thousand, respectively. Operating costs consisted of NT$100,239 thousand and NT$(15,021) thousand of loss on decline in value of inventories (reversal gain). The above-mentioned recovery of net realizable value of 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, 2023 and 2022, the Consolidated Company had NT$655,237 thousand and NT$446,977 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, 2023 61.93% |
December 31, 2022 |
||
| 61.64% |
The following aggregated financial information for each subsidiary has been prepared using amounts before elimination of intercompany transactions:
- 51 -
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 Operating revenues Net losses for the year Other comprehensive income Total comprehensive income Net loss attributable to: Shareholders of the Company Non-controlling interests in Giga Solar Materials Corporation Non-controlling interests in subsidiaries of Giga Solar Materials Corporation Total comprehensive income attributable to: Shareholders of the Company Non-controlling interests in Giga Solar Materials Corporation Non-controlling interests in subsidiaries of Giga Solar Materials Corporation Cash flow Operating activities Investment activities Financing activities Effect of exchange rate changes on cash and cash equivalents Net cash inflow (outflow) |
December 31, 2023 $ 4,631,903 6,851,751 ( 2,103,694 ) ( 1,901,526) $ 7,478,434 $ 2,527,870 4,111,639 838,925 $ 7,478,434 2023 $ 2,958,411 ( $ 1,202,854 ) ( 157,220) ( $ 1,360,074 ) ( $ 308,612 ) ( 501,964 ) ( 392,278) ( $ 1,202,854 ) ( $ 370,452 ) ( 602,549 ) ( 387,073) ( $ 1,360,074 ) ( $ 477,880 ) ( 740,535 ) 504,017 9,865 ( $ 704,533 ) |
December 31, 2022 |
|---|---|---|
| $ 5,216,617 6,995,223 ( 2,028,124 ) ( 1,652,165) $ 8,531,551 $ 2,910,943 4,676,995 943,613 $ 8,531,551 2022 $ 5,654,845 ( $ 572,031 ) ( 128,435) ( $ 700,466 ) ( $ 189,954 ) ( 305,199 ) ( 76,878) ( $ 572,031 ) ( $ 240,117 ) ( 385,794 ) ( 74,555) ( $ 700,466 ) $ 522,221 ( 1,253,572 ) 617,127 116,579 $ 2,355 |
- 52 -
12. Investment Using the Equity Method
==> picture [426 x 284] intentionally omitted <==
----- Start of picture text -----
December 31, 2023 December 31, 2022
Investment in associate $ 1,073,816 $ 1,303,157
Investment in joint venture 241,965 172,552
$ 1,315,781 $ 1,475,709
(1) Investment in associate
Investee name December 31, 2023 December 31, 2022
Associates of no materiality
Whole Max Green Power
Co., Ltd. $ 443,251 $ 450,146
Tron Energy Technology
Corporation 318,296 521,172
Yusheng Energy Co., Ltd. 118,992 122,497
UJGIGA Co., Ltd. 76,035 75,209
ACRO Biomedical Co.
Ltd. 68,141 78,212
Tron Giga (Yancheng)
Energy Co., Ltd. 33,381 39,538
United Silicon Innovation
Corp. 15,720 16,383
$ 1,073,816 $ 1,303,157
----- End of picture text -----
==> picture [388 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, 2023 31, 2022
Whole Max Green Power Solar Energy Related Hukou 26.73% 39.00%
----- End of picture text -----
| Company name Whole Max Green Power |
Business nature Solar Energy Related |
Main Business Location Hukou |
December 31, 2023 26.73% |
December 31, 2022 39.00% |
|---|---|---|---|---|
| Co., Ltd. | Business | Township, | ||
| Hsinchu County | ||||
| Tron Energy Technology | Electric buses, diesel | Taoyuan City |
12.73% |
12.73% |
| Corporation | buses/battery | |||
| systems/energy | ||||
| storage systems | ||||
| Yusheng Energy Co., Ltd. | Renewable energy | Taipei City |
26.13% |
26.13% |
| relate business | ||||
| UJGIGA Co., Ltd. | Solar Energy Related | Kaohsiung City | 49.00% | 49.00% |
| Business | ||||
| ACRO Biomedical Co. Ltd. | Manufacturing and | Kaohsiung City | 4.74% | 7.81% |
| wholesale of | ||||
| medical devices | ||||
| Tron Giga (Yancheng) | Battery module, | Yancheng City, | 49.00% | 49.00% |
| Energy Co., Ltd. | battery pack and | Jiangsu Province | ||
| battery component | ||||
| assembly | ||||
| United Silicon Innovation | Semiconductor | Taoyuan City | 21.51% | 21.51% |
| Corp. | reclaim and | |||
| dummy wafer | ||||
| business |
- 53 -
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.
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 June 15, 2022, the Consolidated Company invested NT$19,208 thousand in Lianshuo Energy Co., Ltd. and acquired 1,921 thousand shares, representing a 49% ownership
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 Consolidated Company invested NT$16,200 thousand in United Silicon Innovation Corp. and acquired 10,000 thousand shares, representing a 21.51% shareholding.
The Consolidated Company did not participate in the capital increase of NT$500,000 thousand of Whole Max Green Power Co., Ltd. on June 13, 2023, and the shareholding ratio dropped to 26.73%.
The Consolidated Company sold a total of 1,101 thousand shares in ACRO Biomedical Co. Ltd. from July to December 2023, resulting in an decrease in its shareholding from 7.81% to 4.74%.
In 2023, the Consolidated Company assessed the investment in its associate, Tron Energy Technology Corporation, which is accounted for using the equity method. The Company's management has performed an impairment test on this investment, comparing its carrying amount to the recoverable amount. The recoverable amount of this investment was measured based on its value in use. The value in use was calculated based on the estimated cash flows generated from the associate's operations and the cash flows from the ultimate disposal of the investment,
- 54 -
discounted at an annual rate of 14.7% to determine the present value of the Company's share. Based on the evaluation, as the recoverable amount was less than the carrying amount, an impairment loss of NT$149,724 thousand was recognized. This impairment loss has been included in the other gains and losses section of the consolidated statement of comprehensive income.
The aggregate financial information of the Consolidated Company’s investments in the aforementioned associate, which are not material to the Consolidated Company, based on their respective shares, is presented below:
| Net losses from continuing operations for the year Other comprehensive income Total comprehensive income Investment in joint venture Affiliates of no materiality Solmin Green Energy Corp. Hao Energy Co., Ltd. Ligao Optoelectronics Co., Ltd. Shuoyitai Green Energy Co., Ltd. Jieshuo Co., Ltd. |
2023 ( $ 46,811 ) 5 ( $ 46,806 ) December 31, 2023 $ 122,062 47,382 45,072 22,609 4,840 $ 241,965 |
2022 | |
|---|---|---|---|
| ( $ 705 ) ( 50) ( $ 755 ) December 31, 2022 |
|||
| $ 99,822 - 43,737 24,135 4,858 $ 172,552 |
(2) Investment in joint venture
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, 2023 31, 2022
Solmin Green Energy Corp. Solar Energy Hukou Township, 50.00% 50.00%
----- End of picture text -----
| Company name Solmin Green Energy Corp. |
Business nature Solar Energy |
Main Business Location Hukou Township, |
December 31, 2023 50.00% |
December 31, 2022 50.00% |
|---|---|---|---|---|
| Related Business | Hsinchu County | |||
| Hao Energy Co., Ltd. | Energy technology | Tainan City | 30.29% | - |
| services related | ||||
| business | ||||
| Ligao Optoelectronics Co., | Solar Energy | Hukou Township, | 50.00% | 50.00% |
| Ltd. | Related Business | Hsinchu County | ||
| Shuoyitai Green Energy Co., | Development, | Hukou Township, | 35.88% | 40.00% |
| Ltd. | installation and | Hsinchu County | ||
| holding of energy | ||||
| storage systems | ||||
| Jieshuo Co., Ltd. | Development of | Hukou Township, | 49.90% | 49.90% |
| solar energy and | Hsinchu County | |||
| energy storage | ||||
| systems |
- 55 -
In January 2022, the Consolidated Company further invested NT$24,050 thousand in Shuoyitai Green Energy Co., Ltd. and acquired 2,405 thousand shares with the shareholding up from 35% to 40%. The Consolidated Company did not participate in the capital increase of NT$2,000 thousand of Shuoyitai Green Energy Co., Ltd. on August 21, 2023, and the shareholding ratio dropped from 40% to 38.73%. The Consolidated Company did not participate in the capital increase of NT$5,000 thousand on December 12, 2023, and the shareholding ratio dropped from 38.73% to 35.88%. According to the joint venture agreement, the major operations of Shuoyitai Green Energy Co., Ltd. shares are jointly led by all investors.
On April 28, 2022, the Consolidated Company invested NT$22,500 thousand in Ligao Optoelectronics Co., Ltd. and acquired 2,250 thousand shares, representing a 50% ownership
On December 23, 2022 and April 14, 2023, the Consolidated Company further invested NT$39,000 thousand and NT$30,000 thousand in Solmin Green Energy Corp., and acquired 6,900 thousand shares and 24 thousand shares of stock dividends, with an unchanged shareholding ratio of 50%. According to the joint venture agreement, the major operations of Solmin Green Energy Corp. shares are jointly led by all investors.
On May 18, 2023 and May 31, 2023, the Consolidated Company invested in Hao Energy Co., Ltd. for an amount of NT$22,033 thousand and NT$27,300 thousand, respectively, with a shareholding ratio of 30.29%.
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 profit (loss) from continuing operations for the year Other comprehensive income Total comprehensive income |
2023 $ 961 - $ 961 |
2022 | |
|---|---|---|---|
| ( $ 5,310 ) - ( $ 5,310 ) |
For information on the business nature, principal place of operations and country of registration of the above associate and joint ventures, please refer to Exhibits 7 and 8, “Name of Investee, Location, Etc.” and Exhibit “Information on Investment in Mainland China.”
- 56 -
The Consolidated Company’s associates and joint ventures have no pledges as
loan guarantees.
13. Property, Plant and Equipment
==> picture [402 x 310] 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 on January 1, 2023 $ 1,914,589 $ 2,320,324 $ 3,012,601 $ 34,060 $ 403,303 $ 200,654 $ 647,062 $ 8,532,593
Additions 364,486 49,290 665,001 9,092 35,779 20,516 194,720 1,338,884
Disposal - ( 13,684) ( 97,847) ( 911) ( 93,549) ( 11,084 ) - ( 217,075)
Transfer ( 12,878) ( 51,848) 151 - 783 8,977 ( 18,133) ( 72,948)
Net exchange difference ( 4,064 ) ( 18,564 ) ( 80,954 ) ( 103 ) - ( 1,771 ) 6,290 ( 99,166 )
Balance as of December 31,
2023 $ 2,262,133 $ 2,285,518 $ 3,498,952 $ 42,138 $ 346,316 $ 217,292 $ 829,939 $ 9,482,288
Accumulated depreciation and
impairment
Balance on January 1, 2023 $ 18,019 $ 1,117,465 $ 1,540,066 $ 29,962 $ 344,944 $ 120,287 $ 444,213 $ 3,614,956
Depreciation expenseImpairment losses -- 100,944- 185,18749,149 3,104- 20,698- 19,827- -- 329,76049,149
DisposalTransfer -- (( 12,946)32,165) (( 87,746)2,027) ( 911)- ( 93,292)422 ( 11,079 )- -- (( 205,974)33,770)
Net exchange difference - ( 4,967 ) ( 26,982 ) ( 75 ) - ( 1,460 ) 8,322 ( 25,162 )
Balance as of December 31,
2023 $ 18,019 $ 1,168,331 $ 1,657,647 $ 32,080 $ 272,772 $ 127,575 $ 452,535 $ 3,728,959
Net as of December 31, 2023 $ 2,244,114 $ 1,117,187 $ 1,841,305 $ 10,058 $ 73,544 $ 89,717 $ 377,404 $ 5,753,329
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
Disposal - - ( 13,655) ( 2,246) ( 4,482) ( 4,755 ) ( 143,279) ( 168,417)
Transfer 85,910 90,719 47,733 - 3,566 4,293 ( 170,911) 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 expenseImpairment losses -- 83,996- 161,605- 1,562- 24,386- 12,140- 45,079- 283,68945,079
DisposalTransfer -- 15,102- ( 8,271)7,312 ( 2,209)- (( 4,482)7,312) ( 4,467 )- ( 104,748)- ( 124,177)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
----- End of picture text -----
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.
In 2023, the Consolidated Company's management assessed that the future cash inflows of the cutting equipment of Suzhou Giga Solar Materials Corporation were reduced, resulting in the recoverable amount being lower than the carrying amount. Consequently, the carrying amount of the machinery and equipment was written down to the recoverable amount, and an impairment loss of NT$7,240 thousand was recognized. The impairment loss was included in other gains and losses in the consolidated comprehensive income statement. The Company determines the recoverable amount based on the fair value less disposal cost.
- 57 -
The diamond wires has been experiencing poor market sales, so the Consolidated Company expects that the future economic benefits of the equipment used to produce the specific product specifications will decrease. As a result, the recoverable amount is less than the carrying amount, and the Company has recognized an impairment loss of NT$41,909 thousand in 2023. 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 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 | 1 to 6 years |
| R&D equipment | 1 to 9 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 3 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, 2023 $ 83,860 70,777 1,168 $ 155,805 2023 $ 2,996 $ 4,924 18,307 700 $ 23,931 |
December 31, 2022 | |
| $ 89,953 87,940 1,412 $ 179,305 2022 $ 12,268 $ 4,888 16,206 808 $ 21,902 |
- 58 -
(2) Lease liabilities
| Lease liabilities | |||
|---|---|---|---|
| Book value of lease liabilities Current Non-current |
December 31, 2023 $ 23,003 $ 83,951 |
December 31, 2022 | |
| $ 22,604 $ 106,179 |
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, 2023 2.30%~2.60% 1.35%~2.11% 1.47%~4.50% |
December 31, 2022 |
| 2.60% 1.50%~2.00% 1.35%~4.50% |
(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 |
( | 2023 $ 11,308 $ 36,246 ) |
( | 2022 $ 10,068 $ 32,979 ) |
|---|---|---|---|---|
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.
- 59 -
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 on January 1, 2023 Additions Disposal From property, plant and equipment Balance as of December 31, 2023 Accumulated depreciation and impairment Balance on January 1, 2023 Depreciation expense From property, plant and equipment Balance as of December 31, 2023 Net as of December 31, 2023 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 |
Land $ 60,208 328,446 ( 5,913 ) 12,878 $ 395,619 $ - - - $ - $ 395,619 $ 66,119 ( 5,911) $ 60,208 $ - - - $ - $ 60,208 |
Houses and buildings $ 98,530 - - 51,848 $ 150,378 $ 64,178 1,941 33,771 $ 99,890 $ 50,488 $ 122,325 23,795) $ 98,530 $ 77,637 1,643 15,102) $ 64,178 $ 34,352 |
Total | |
( ( |
$ 158,738 328,446 ( 5,913 ) 64,726 $ 545,997 $ 64,178 1,941 33,771 $ 99,890 $ 446,107 $ 188,444 ( 29,706) $ 158,738 $ 77,637 1,643 ( 15,102) $ 64,178 $ 94,560 |
- 60 -
| Rental income from investment property Less: Direct operating expenses of investment properties that generate rental income in the current year Total |
2023 $ 40,701 1,941) $ 38,760 |
2022 | ||
|---|---|---|---|---|
( |
( |
$ 13,269 1,643) $ 11,626 |
Investment property is depreciated on a straight-line basis over the following useful lives:
Houses and buildings 10 to 56 years
The land purchased by the Consolidated Company is located in the Xuejia Section and Zhongzhou Section of Tainan City. The land 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$660,607 thousand and NT$189,468 thousand as of December 31, 2023 and 2022, 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, 2023 2.26% 5.00% |
December 31, 2022 |
| 2.19% 4.77% |
- 61 -
16. Intangible Assets
| Intangible Assets | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Costs Balance on January 1, 2023 Acquired separately Net exchange difference Balance as of December 31, 2023 Accumulated amortization and impairment Balance on January 1, 2023 Amortization expenses Impairment losses Balance as of December 31, 2023 Net as of December 31, 2023 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 |
Goodwill $ 368,104 - - $ 368,104 $ 32,495 - 13,144 $ 45,639 $ 322,465 $ 368,104 - - - $ 368,104 $ 32,495 - - $ 32,495 $ 335,609 |
Computer software |
Technical royalty $ 58,343 850 - $ 59,193 $ 57,511 1,052 - $ 58,563 $ 630 $ 57,143 1,200 - - $ 58,343 $ 57,143 368 - $ 57,511 $ 832 |
Customer relationship $ 113,575 - - $ 113,575 $ 49,216 11,357 - $ 60,573 $ 53,002 $ 113,575 - - - $ 113,575 $ 37,859 11,357 - $ 49,216 $ 64,359 |
Total | |||||
( ( ( ( |
$ 17,795 2,750 2 ) $ 20,543 $ 11,083 2,254 - $ 13,337 $ 7,206 $ 13,639 7,249 2,975 ) 118) $ 17,795 $ 12,364 1,694 2,975) $ 11,083 $ 6,712 |
( ( ( ( |
$ 557,817 3,600 2 ) $ 561,415 $ 150,305 14,663 13,144 $ 178,112 $ 383,303 $ 552,461 8,449 2,975 ) 118 ) $ 557,817 $ 139,861 13,419 2,975 ) $ 150,305 $ 407,512 |
Summary of amortization by function.
| Operating costs Administration expenses R&D expenses |
2023 $ 46 13,464 1,153 $ 14,663 |
2022 | ||
|---|---|---|---|---|
| $ 49 12,895 475 $ 13,419 |
- 62 -
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 |
In accordance with IAS 36, the Consolidated Company’s goodwill of NT$276,703 thousand arising from the acquisition of Exojet Technology Corporation in 2020 shall be tested for impairment at least annually.
In 2023, the Company evaluated the recoverable amount based on the value in use, and it was less than the carrying amount. Therefore, the Company recognized an impairment loss on goodwill of NT$13,144 thousand under other gains and losses, and the remaining goodwill balance after the recognition came in at NT$263,559 thousand.
The calculation of the value in use is based on the five-year financial projections approved by the management. The projected cash flows consider the order growth rate and the market growth scale. The weighted average revenue growth rate is consistent with the industry report's forecasts. The budgeted gross profit margin is determined based on the standard gross margin and production volume. A pre-tax discount rate of 13.4% has been used, which reflects the specific risks of the relevant operating divisions.
17. Prepayments and Other Assets
| Prepayments and Other Assets | |||
|---|---|---|---|
| Tax overpaid retained Long-term prepaid expenses Prepayments for equipment Prepayments for goods Refundable deposits Input tax Others Current Non-current |
December 31, 2023 $ 368,784 267,125 232,007 92,291 76,965 70,578 93,509 $ 1,201,259 $ 646,577 554,682 $ 1,201,259 |
December 31, 2022 | |
| $ 343,126 288,900 510,682 163,013 44,821 70,891 82,905 $ 1,504,338 $ 679,188 825,150 $ 1,504,338 |
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.
- 63 -
18. Borrowings
(1) Short-term borrowings
| Short-term borrowings | |||
|---|---|---|---|
| Secured borrowings Bank borrowings (Note 1) Unsecured borrowings Line of credit borrowing (Note 2) Related party borrowings (Note 34) |
December 31, 2023 $396,043 337,602 10,125 $ 743,770 |
December 31, 2022 | |
| $163,210 696,924 - $ 860,134 |
The effective annual interest rates of the above short-term borrowings as of December 31, 2023 and 2022 ranged from 1.83% to 6.00% and 1.03% to 7.32%, respectively.
Note 1: As of December 31, 2023 and 2022, the amount of secured bank borrowings that were discounted notes receivable were NT$25,214 thousand and NT$40,211 thousand, respectively (See Note 9).
Note 2: The restrictions on the borrowing contract are as follows:
If the Company’s shareholding in Giga Solar Materials Corporation is less than 35% on both December 31, 2023 and 2022, partial 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, 2023 $ 160,000 ( 287) $159,713 |
December 31, 2022 | |
( |
( |
$ 180,000 657) $179,343 |
The outstanding short-term notes and bills payable are as follows:
December 31, 2023
| Guarantee/acceptance agency |
Face value | Discounted value |
Book value | Interest rate range |
Collateral | Book value of collateral |
Book value of collateral |
|||
|---|---|---|---|---|---|---|---|---|---|---|
| Commercial promissory notes payable International Bills Finance Corp. |
$ 160,000 | ( | $ 287 ) | $ 159,713 | 2.198% | Giga Solar stock | $ 325,171 |
- 64 -
December 31, 2022
==> picture [387 x 87] intentionally omitted <==
----- Start of picture text -----
Guarantee/acceptance Discounted Interest rate Book value of
agency Face value value Book value range Collateral collateral
Commercial
promissory notes
payable
International Bills
Finance Corp. $ 130,000 ( $ 627 ) $ 129,373 2.148% Giga Solar stock $ 189,939
Mega Bills Finance
Co., Ltd. 50,000 ( 30 ) 49,970 2.388% Giga Solar stock 86,711
$ 180,000 ( $ 657 ) $ 179,343 $ 276,650
----- 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
| Long-term borrowings | |||
|---|---|---|---|
| Secured borrowings Medium- and long-term bank borrowings (Note 1) Long-term notes payable (Note 2) Unsecured borrowings Line of credit borrowing (Note 3) Subtotal Portion due within one year |
December 31, 2023 $ 2,937,797 175,700 110,228 3,223,725 ( 306,276) $ 2,917,449 |
December 31, 2022 | |
( |
( |
$ 2,093,248 - 319,596 2,412,844 385,567) $ 2,027,277 |
-
Note 1: The maturity date of the above-mentioned medium and long-term borrowings is to be repaid in batches before the end of June 2038. As of December 31, 2023 and 2022, the interest rates were 1.50% to 2.96% and 1.50% to 3.03%, respectively.
-
Note 2: The maturity date of the above-mentioned long-term notes payable is to be paid off by the end of October 2038, and the interest rate is 2.24% as of December 31, 2023.
-
Note 3: The maturity date of the above-mentioned credit line borrowings is to be repaid in batches before the end of July 2029. As of December 31, 2023 and 2022, the interest rates were 1.84% to 2.75%, and 1.65% to 2.63%, respectively.
-
Note 4: For collaterals for long-term borrowings of the Consolidated Company, please refer to Note 35.
-
65 -
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, 2023 $ - - - $ - |
December 31, 2022 |
| $ 339,700 ( 294 ) (339,406) $ - |
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) Issuing 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).
-
(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
-
66 -
Materials Corporation in accordance with the provisions of relevant laws and regulations. As of December 31, 2023, 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 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.
-
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, 2023, a total of 20,000 corporate bond
-
67 -
certificates were repurchased or redeemed, with a face value of NT$2,000,000 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.
20. Other Payables and Other Liabilities
| Other Payables and Other Liabilities | |||
|---|---|---|---|
| Current Other payables Payable on equipment and construction Salaries and bonuses payable Premiums payable Others Other liabilities Contract liabilities Provision for liabilities Refund liabilities Other advance receipts Others Non-current Other liabilities Levies payable |
December 31, 2023 $ 108,495 89,961 10,235 148,937 $ 357,628 $ 96,472 13,549 11,943 100 8,501 $130,565 $ 1,364 |
December 31, 2022 | |
| $ 93,057 90,539 10,661 195,145 $ 389,402 $ 35,764 - 26,795 21,072 13,257 $ 96,888 $ - |
- 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.
- 68 -
(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.
In July 2023, the subsidiary, Global Acetech Co., Ltd., reached an agreement with its employees to settle the number of years of service.
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, 2023 $ 51,631 (33,491) $ 18,140 |
December 31, 2022 | |
( |
( |
$ 46,096 31,949) $ 14,147 |
- 69 -
The changes in net defined benefit liabilities are as follows:
| January 1, 2022 Service costs Current service costs Interest expense (income) Recognized in income 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 Settlement of subsidiaries’ defined benefit obligations Employer appropriation December 31, 2022 Service costs Current service costs Interest expense (income) Recognized in income or loss Remeasurement Return on plan assets (excluding the amounts included in net interest) Actuarial losses - Changes in demographic assumptions - Changes in financial assumptions - Adjustments through experiences Recognized in other comprehensive income Employer appropriation Pay off December 31, 2023 |
Present value of defined benefit obligations $ 55,466 935 434 1,369 - 1 ( 9,568 ) ( 106) ( 9,673) ( 1,066) - 46,096 166 642 808 - 59 5,347 496 5,902 - ( 1,175) $ 51,631 |
Fair value of plan assets ($ 29,718) - ( 224) ( 224) ( 2,094 ) - - - ( 2,094) 1,117 ( 1,030) ( 31,949) - ( 454) ( 454) ( 81 ) - - - ( 81) ( 1,007) - ( $ 33,491 ) |
Net defined benefit liabilities and assets $ 25,748 935 210 1,145 ( 2,094 ) 1 ( 9,568 ) ( 106) ( 11,767) 51 ( 1,030) 14,147 166 188 354 ( 81 ) 59 5,347 496 5,821 ( 1,007) ( 1,175) $ 18,140 |
|---|---|---|---|
- 70 -
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 / corporate 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 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, 2023 1.26%~1.64% 2.29~3.00% |
December 31, 2022 |
|---|---|---|
| 1.41%~1.44% 2.00~3.00% |
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, 2023 ($ 3,525) $ 3,819 $ 3,736 ($ 3,486) |
December 31, 2022 | December 31, 2022 |
|---|---|---|---|
| ( ( |
( ( |
$ 3,074) $ 3,488 $ 3,438 $ 3,061) |
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.
- 71 -
| 22. (1) |
Amount expected to be appropriated within 1 year Average duration to maturity of defined benefit obligation Equity Common stock capital Authorized number of shares (in thousands) Authorized capital stock Number of shares issued and fully paid (in thousands) Capital stock issued |
December 31, 2023 $ 1,009 12-36 years December 31, 2023 500,000 $ 5,000,000 350,906 $ 3,509,057 |
December 31, 2022 $ 1,029 13–15 years December 31, 2022 500,000 $ 5,000,000 350,906 $ 3,509,057 |
|---|---|---|---|
| (2) | The issued ordinary shares has a face value of NT$10 per is entitled to one voting right and receiving dividends. Capital surplus December 31, 2023 For loss make-up, payment in cash or capitalization as equity (1) Stock issuance premium $ 976,578 Differences between equity price and carrying amount arising from actual acquisition or disposal of subsidiaries 88,436 Only for loss make-up Recognition of changes in ownership interest in subsidiaries (2) 362,111 Changes in net equity of associates and joint ventures accounted for using the equity method 3,525 Not for any purpose Others 69,355 $ 1,500,005 |
share and each share December 31, 2022 $ 976,578 86,664 355,474 2,422 69,355 $ 1,490,493 |
|---|---|---|
-
Such capital surplus may be used to compensate 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.
-
72 -
-
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.
-
(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 Company's policy on the distribution of dividends to shareholders 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.
The Company specified 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
- 73 -
items other than the after-tax net profit of the current period will be added into the undistributed surplus of the current period for the allocation.
The deficit compensation proposals for 2022 and 2021 approved at the general shareholders’ meeting of the Company on June 28, 2023 and June 24, 2022 are as follows:
| follows: | ||
|---|---|---|
| Losses to be made up at the beginning of the year Remeasurement of defined benefit plan Net profits (losses) for the year Disposal of equity instruments at fair value through other comprehensive income Losses to be made up at the end of the year |
2022 ( $ 533,647 ) 6,580 ( 154,537) 1,408 ( $ 680,196 ) |
2021 |
| ( $ 571,686 ) ( 1,025 ) 24,796 14,268 ( $ 533,647 ) |
The deficit compensation proposal for 2023 as proposed by the board meeting on March 28, 2024 is as follows:
| on March 28, 2024 is as follows: | |
|---|---|
| Losses to be made up at the beginning of the year Remeasurement of defined benefit plan Net losses for the year Disposal of equity instruments at fair value through other comprehensive income Losses to be made up at the end of the year |
2023 |
| ($ 680,196) ( 2,334) ( 347,720) 750 ($ 1,029,500) |
The deficit compensation proposal for 2023 is pending the resolution of the shareholders’ meeting scheduled to be held on June 26, 2024.
(4) Special reserve
| Opening and ending balances | 2023 $155,982 |
2022 $ 155,982 |
||
|---|---|---|---|---|
- 74 -
(5) Other equity items
- Exchange differences on translation of financial statements of foreign operations
| operations | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Balance at the beginning of the year |
($ | 112,146) | ( | $ 122,805 ) | ||
| Generated in the year | ||||||
| Translation differences | ||||||
| on translation of | ||||||
| foreign operations | ( | 10,864 ) | 6,972 | |||
| Reclassification | ||||||
| Disposal of foreign | ||||||
| operations | - | 2,509 | ||||
| Share of disposal of | ||||||
| associates accounted | ||||||
| for using the equity | ||||||
| method | ( | 28 ) | - | |||
| Others | 327 | - | ||||
| Other comprehensive income | ||||||
| for this year | ( | 10,565) | 9,481 | |||
| Disposal of partial interest in | ||||||
| a subsidiary | 133 | 1,132 | ||||
| Change in recognition of | ||||||
| ownership interest in | ||||||
| subsidiaries | 62 | 46 | ||||
| Balance at the end of the year | ( $ | 122,516 ) | ( | $ 112,146 ) | ||
| Unrealized valuation gains or losses on financial assets measured at fair value | ||||||
| through other comprehensive income | ||||||
| 2023 | 2022 | |||||
| Balance at the beginning of the year |
($ | 53,765) | $ 22,715 | |||
| Generated in the year | ||||||
| Unrealized gain or loss | ||||||
| Equity instruments | ( | 49,703 ) | ( | 73,831 ) |
||
| Share of associates and | ||||||
| joint ventures | ||||||
| accounted for using | ||||||
| the equity method | 137 | ( | 51) | |||
| Other comprehensive income | ||||||
| for this year | ( | 49,566) | ( | 73,882) | ||
| Transfer of accumulated gain | ||||||
| or loss on disposal of | ||||||
| equity instruments to | ||||||
| retained earnings | ( | 750) | ( | 1,408) | ||
| Disposal of partial interest in | ||||||
| a subsidiary | ( | 243) | ( | 1,190) | ||
| Balance at the end of the year | ( $ | 104,324 ) | ( | $ 53,765 ) |
-
Unrealized valuation gains or losses on financial assets measured at fair value through other comprehensive income
-
75 -
| (6) Non-controlling interests Balance at the beginning of the year Net losses for the year Other comprehensive income for this year Remeasurement of defined benefit plan Unrealized gains or losses on financial assets measured at fair value through other comprehensive income Share of other comprehensive income of associates and joint ventures accounted for using the equity method Exchange differences on translation of financial statements of foreign operations Tax effects of other comprehensive income Actual differences between equity price and carrying amount arising from acquisition or disposal of subsidiaries (Note 30) Changes in ownership interest in subsidiaries (Note 30) Changes in associates and joint ventures recognized under the equity method Subsidiary share based payment transactions Acquisition of increased non-controlling interests in subsidiaries (Note 28) |
2023 $ 5,687,123 ( 886,551 ) ( 3,487 ) ( 75,270 ) 149 ( 18,812 ) 3,407 14,971 273,430 8,366 21,874 - $ 5,025,200 |
2022 |
|---|---|---|
| $ 4,441,640 ( 376,753 ) 5,187 ( 97,474 ) 9 18,693 ( 3,739 ) 42,885 1,571,936 ( 42 ) 36,882 47,899 $ 5,687,123 |
- 76 -
23. Revenue
(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 |
2023 $ 3,648,463 291,624 $ 3,940,087 |
2022 | ||
|---|---|---|---|---|
| $ 6,441,982 289,129 $ 6,731,111 |
Breakdown of revenue from customer contracts
==> picture [387 x 141] intentionally omitted <==
----- Start of picture text -----
Product type 2023 2022
Revenues from sales of
conductive paste $ 2,373,224 $ 3,386,217
Revenues from construction
projects 533,455 463,721
Silicon materials for solar
energy 266,736 1,419,889
Revenues from sales of
electricity 245,923 230,215
Others 520,749 1,231,069
$ 3,940,087 $ 6,731,111
----- End of picture text -----
(2) Contract balance
| Notes receivable (Note 9) Accounts receivable (Note 9) Accounts receivable – related party (Note 9) Contract assets Power Plant Construction Contract Less: allowance for loss Contract assets – current Contract liabilities Power Plant Construction Contract Merchandise Sales Contract liabilities – current (included in other current liabilities) |
December 31, 2023 $ 73,373 $ 847,082 $ 11,493 $ 95,675 - $ 95,675 $ 63,732 32,740 $ 96,472 |
December 31, 2022 $ 663,016 $ 816,589 $ 38,704 $ 245,518 - $ 245,518 $ 31,327 4,437 $ 35,764 |
January 1, 2022 $ 276,999 $ 1,127,463 $ 135,703 $ 189,595 - $ 189,595 $ 22,194 280,692 $ 302,886 |
||
|---|---|---|---|---|---|
- 77 -
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.
24. Net Losses from Continuing Operations
- (1) Interest income
| (1) | Interest income | |||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Bank deposits | $ 44,694 | $ | 8,958 | |||
| Others | 53 | 410 | ||||
| $ 44,747 | $ | 9,368 | ||||
| (2) | Other income | |||||
| 2023 | 2022 | |||||
| Rental income | ||||||
| Investment property (Note | ||||||
| 15) | $ 40,701 | $ | 13,269 | |||
| Others | 5,706 | 11,472 | ||||
| Dividend income | $ 12,296 | $ | 2,470 | |||
| Government subsidies | 641 | - | ||||
| Others | 37,483 | 42,859 | ||||
| $ 96,827 | $ | 70,070 | ||||
| (3) | Other gains and (losses) | |||||
| 2023 | 2022 | |||||
| Impairment loss on | ||||||
| non-financial assets | ( | $ 212,017 ) | ( | $ | 84,310 ) | |
| Gains on disposal of associate | 20,939 | 374 | ||||
| Net foreign currency exchange | ||||||
| gain (loss) | ( | 18,665 ) | 140,221 | |||
| Gains on disposal of | ||||||
| investment property | 4,483 | - | ||||
| Gain on disposal of non-current | ||||||
| assets held for sale | 4,038 | - | ||||
| Net gain on financial assets at | ||||||
| fair value through profit or | ||||||
| loss | 693 | 21,099 | ||||
| Leasehold modification gain | 286 | 13 | ||||
| Gain (loss) on disposal and | ||||||
| scrapping of property, plant | ||||||
| and equipment | 283 | ( | 5,995 ) | |||
| Gain on reversal of | ||||||
| non-financial asset | ||||||
| impairment | 264 | 1,245 | ||||
| Loss on disposal of subsidiaries | - | ( | 3,165) | |||
| Others | ( | 16,923) | ( | 81,175) | ||
| ($216,619) | ( | $ | 11,693) |
- 78 -
| (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 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 |
2023 $ 67,977 6,439 2,308 2,294 544 47 $ 79,609 2023 $237,232 118,400 $355,632 $ 46 14,637 $ 14,683 |
2022 | ||
|---|---|---|---|---|
| $ 66,619 9,159 7,800 2,449 - 24 $ 86,051 2022 |
||||
| $186,273 120,961 $307,234 $ 49 13,533 $ 13,582 |
Note: Including the amortization of other non-current assets.
Please refer to Note 16 for the information on the amortization of intangible assets allocated to each single item.
(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 |
2023 $ 543,857 17,500 354 25,809 33,809 $ 621,329 $ 236,251 385,078 $ 621,329 |
2022 | ||
| $ 513,888 15,904 1,145 50,813 28,742 $ 610,492 $ 220,659 389,833 $ 610,492 |
- 79 -
(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 2023 and 2022, no remuneration for employees and directors was estimated due to a cumulative loss in both years.
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.
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.
25. Income Taxes from Continuing Operations
- (1) Income tax recognized in income or loss
The major components of income tax expense are as follows:
| Current income tax Generated in the year Adjustments for prior years Deferred income tax Generated in the year Income tax expense recognized in income or loss |
2023 $ 39,375 2,261 41,636 3,779) $ 37,857 |
2022 | ||
|---|---|---|---|---|
| ( |
$ 40,077 4,559 44,636 11,236 $ 55,872 |
The reconciliation of accounting income to income tax expense is as follows:
| Net losses before tax from continuing operations Income tax benefit of net loss before tax calculated at the statutory tax rate Non-deductible expenses due to tax purposes Tax exempted income Basic tax difference payable Unrecognized loss carryforwards and deductible temporary differences Adjustments to current income tax expenses of previous years Items to be adjusted or reduced when determining the taxable income Land value increment tax House and land transactions income tax Others Income tax expense recognized in income or loss |
( ( ( ( |
2023 $ 1,196,414 ) $ 376,309 ) 128,973 161 ) - 282,201 2,261 823 ) 305 1,239 171 $ 37,857 |
2022 ( $ 475,418 ) ( $ 151,368 ) 97,456 ( 608 ) 1,045 104,627 4,559 - - - 161 $ 55,872 |
|---|---|---|---|
- 80 -
(2) Income tax recognized in other comprehensive income
| (2) | Income tax recognized in other comprehensive income | ||
|---|---|---|---|
| (3) | 2023 Deferred income tax Generated in the period - Translation of foreign operations $ 5,287 Current income tax assets and liabilities December 31, 2023 Current income tax assets Tax refund receivable $ 10,430 Current income tax liabilities Income tax payable $ 23,419 |
2022 | |
| ( $ 4,358 ) December 31, 2022 |
|||
| $ 19,577 $ 11,410 |
(4) Deferred income tax assets and liabilities
The changes in deferred income tax assets were as follows:
| 2023 Temporary difference Allowance for doubtful accounts in excess of limit Impairment of bond investments without active markets Investment accounted for using the equity method Impairment losses Unrealized inter-company transactions between entities Fair value adjustments resulting from business merger 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 Deferred income tax (expense) income Deferred income tax assets |
Balance at the beginning of the year |
Balance at the beginning of the year |
( ( ( |
Recognized in profits (losses) $ 996 - 1,433 ) 28,130 - - 294 ) 8,665 - 32,285) $ 3,779 |
Recognized in other comprehensive income |
Balance at the end of the year $ 36,568 17,644 ( 38,403 ) 28,130 3,550 695 4,637 ( 1,689 ) 59,102 32,079 $ 142,313 |
Balance at the end of the year $ 36,568 17,644 ( 38,403 ) 28,130 3,550 695 4,637 ( 1,689 ) 59,102 32,079 $ 142,313 |
|
|---|---|---|---|---|---|---|---|---|
| of the year | ||||||||
( ( |
$ 35,572 17,644 36,970 ) - 3,550 695 4,931 10,354 ) 53,815 64,364 $ 133,247 |
$ - - - - - - - - 5,287 - $ 5,287 |
$ 36,568 17,644 38,403 ) 28,130 3,550 695 4,637 1,689 ) 59,102 32,079 $ 142,313 |
- 81 -
| Information expressed in the balance sheet is as follows. Deferred income tax assets Deferred income tax liabilities 2022 Temporary difference Allowance for doubtful accounts in excess of limit Impairment of bond investments without active markets Investment accounted for using the equity method Unrealized inter-company transactions between entities Fair value adjustments resulting from business merger Net defined benefit liabilities – non-current 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 income tax assets Information expressed in the balance sheet is as follows. Deferred income tax assets Deferred income tax liabilities |
Balance at the beginning of the year $ 172,677 $ 39,430 $ 35,257 17,644 ( 29,803 ) 3,550 $ 695 ( 153 ) 6,306 3,458 58,173 46,692 7,022 $ 148,841 $ 179,197 $ 30,356 |
Recognized in profits (losses) $ 315 - 7,167 ) - $ - 153 1,375 ) 13,812 ) - 17,672 7,022) $ 11,236 ) |
Recognized in other comprehensive income $ - - - - $ - - - - 4,358 ) - - $ 4,358 ) |
Balance at the end of the year |
Balance at the end of the year |
||
|---|---|---|---|---|---|---|---|
| of the year | |||||||
( ( |
( ( ( ( ( |
( ( |
( ( |
$ 177,166 $ 34,853 $ 35,572 17,644 36,970 ) 3,550 $ 695 - 4,931 10,354 ) 53,815 64,364 - $ 133,247 $ 172,677 $ 39,430 |
- 82 -
(5) Deductible temporary differences and unused loss carryforwards for deferred income tax assets not recognized in consolidated balance sheets
| Loss carryforwards Expires in 2023 Expires in 2024 Expires in 2025 Expires in 2026 Expires in 2027 Expires in 2028 Expires in 2029 Expires in 2030 Expires in 2031 Expires in 2032 Expires in 2033 Deductible temporary difference |
December 31, 2023 $ - 515,465 525,539 49,975 828,477 1,221,416 761,154 130,280 1,409,848 327,490 565,997 $ 6,335,641 $ 1,836,225 |
December 31, 2022 | December 31, 2022 |
|---|---|---|---|
| $ 539,191 515,464 525,539 45,175 796,899 1,191,452 746,154 118,789 1,437,784 368,460 - $ 6,284,907 $ 2,159,394 |
- (6) Total amount of temporary differences related to investments for which no deferred income tax liabilities were recognized
No deferred income 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, 2023 and 2022, the amount of taxable temporary differences not recognized as deferred income tax liabilities was NT$28,007 thousand and NT$37,057 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 2021.
26. Net Loss per Share
| Basic loss per share Diluted loss per share |
( ( |
2023 $ 0.99 ) $ 0.99 ) |
Unit: NTD per share 2022 ( $ 0.45 ) ( $ 0.45 ) |
|---|---|---|---|
The net losses and weighted-average number of ordinary shares used in the calculation of loss per share are as follows:
- 83 -
| Net losses for the year Net losses attributable to shareholders of the Company Net losses used to calculate basic loss per share Impact of potential ordinary shares with dilutive effect: Remuneration for employees Net losses used to calculate diluted loss per share Shares Weighted-average number of ordinary shares used in the calculation of basic loss per share Impact of potential ordinary shares with dilutive effect: Remuneration for employees Weighted-average number of ordinary shares used in the calculation of diluted loss per share |
2023 2022 ($ 347,720) ( $ 154,537 ) ( 347,720 ) ( 154,537 ) - - ( $ 347,720 ) ( $ 154,537 ) Unit: Thousand shares 2023 2022 350,906 341,289 - - 350,906 341,289 |
|---|---|
If the Consolidated Company may choose to pay employees’ remuneration in shares or cash, when calculating the diluted loss per share, it is assumed that the employees’ remuneration will be issued in shares, and when the potential ordinary shares have a dilutive effect, they will be included in the weighted average number of outstanding shares for the calculation of the diluted loss per share. The dilutive effect of
these potential ordinary shares will also continue to be considered in the calculation of diluted loss per share before the resolution on the number of shares awarded to employees in the following year.
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
- 84 -
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 1,000 shares of common stock. The stock options have a duration of 0.04 years and the exercise price is NT$25 per share.
Information on the employee stock options is as follows:
| Employee stock options In circulation at the beginning of the year Granted in the year Exercised in the year In circulation at the end of the year Exercisable at the end of the year Weighted average fair value of stock options granted during the year (NT$) |
2022 | ||
|---|---|---|---|
| Unit - 1,331 1,331) - - $ 0.11 |
Weighted average exercise price (NT$) |
||
| ( |
$ - 25 25 |
The 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:
| 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 - Giga Solar Materials Corporation
- 85 -
On May 13, 2022, Giga Solar Materials Corporation decided to issue rights shares through the resolution of the board meeting, and reserved 15% of the total amount of new shares to be subscribed by 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 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) Employee stock options granted to the employees of subsidiaries –Ho Mi Specialty Materials Co., Ltd.
Ho Mi Specialty Materials Co., Ltd. issued 900,000 employee stock option certificates by resolution of the board meeting 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 1000 ordinary shares. The stock options have a duration of 2.5 years and the exercise price is NT$10 per share.
- 86 -
Information on the employee stock options is as follows:
| Employee stock options In circulation at the beginning of the year Lost in the year In circulation at the end of the year Exercisable at the end of the year |
2023 Unit Weighted average exercise price (NT$) $ 845 $ 10 - - 845 845 |
2022 | 2022 | ||
|---|---|---|---|---|---|
| Unit $ 845 - 845 845 |
Unit $ 895 50) 845 - |
Weighted average exercise price (NT$) |
|||
( |
$ 10 10 |
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, 2023 and 2022, the Consolidated Company recognized a remuneration costs of NT$918 thousand and NT$1,263 thousand, respectively.
(4) 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 meeting, and reserved 15% of the total amount of new shares to be subscribed by the employees of Giga Solar Materials Corporation and Hua Hsu Silicon Materials Co., Ltd. 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
- 87 -
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 |
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.
On May 2, 2023, Hua Hsu Silicon Materials Co., Ltd. decided to issue rights shares through the resolution of the board meeting, and reserved 10% of the total amount of new shares to be subscribed by the employees of Giga Solar Materials Corporation and Hua Hsu Silicon Materials Co., Ltd. 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 June 1, 2023.
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 |
June 2023 |
| NT$20.11 NT$20.00 2.27% 0.07 years - 1.1695% NT$0.11 |
- 88 -
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 NT76 thousand in 2023.
(5) New restricted stock award shares issued to employees - Hua Hsu Silicon Materials Co., Ltd.
The extraordinary shareholders’ meeting of Hua Hsu Silicon Materials Co., Ltd. decided on October 29, 2021 to issue new shares with restricted stock award to employee, 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 2,000,000 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, 2023 and 2022, the Consolidated Company recognized a remuneration costs of NT$24,815 thousand and NT$20,399 thousand, respectively.
28. Business Merger
- (1) Acquisition of subsidiary
| Giga Energy Co., Ltd. Ri Fa Green Power Co., Ltd. |
Main operating activities Energy technology services Solar Energy Related Business |
Acquisition date July 11, 2023 August 5, 2022 |
Ownership interests with voting rights/ Ownership acquired (%) 100.00 60.00 |
Acquisition price |
|
|---|---|---|---|---|---|
| $ 1,000 72,000 $ 73,000 |
The Consolidated Company acquired 100% equity interest in Giga Energy Co., Ltd. and 60% equity interest in Ri Fa Green Power Co., Ltd. on July 11, 2023 and August 5, 2022, respectively. Please refer to Note 4.
- (2) Acquisition price
| Cash | Giga Energy Co., Ltd. $ 1,000 |
Ri Fa Green Power Co., Ltd. $ 72,000 |
|---|---|---|
- 89 -
(3) Assets acquired and liabilities assumed on the acquisition date
| Current assets Cash and cash equivalents Prepayments Non-current assets Other non-current assets |
Giga Energy Co., Ltd. $ 1,000 - - $ 1,000 |
Ri Fa Green Power Co., Ltd. |
Ri Fa Green Power Co., Ltd. |
|---|---|---|---|
| $ 119,843 6 50 $119,899 |
The initial accounting treatment for the acquisition of Giga Energy Co., Ltd. and 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 Consolidated Company’s management were used to provisionally determine the probable tax value.
(4) Net cash inflow from acquisition of subsidiary
| Consideration paid in cash Less: Balance of cash and cash equivalents acquired |
Giga Energy Co., Ltd. ( $ 1,000 ) 1,000 $ - |
Ri Fa Green Power Co., Ltd. |
|---|---|---|
| ( $ 72,000 ) 119,843 $ 47,843 |
- (5) Effect of business mergers on operating results
The operating performance from the acquiree since the acquisition date is as follows
| Operating revenues Net losses for the year |
Giga Energy Co., Ltd. $ - ( $ 71 ) |
Ri Fa Green Power Co., Ltd. $ - ( $ 401 ) |
|---|---|---|
If the acquisition of Giga Energy Co., Ltd. in July 2023 occurred on January 1, 2023, the Consolidated Company’s estimated operating revenue and net loss in 2023 would have been NT$3,940,087 thousand and NT$1,234,271 thousand, respectively. 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,
- 90 -
respectively. These amounts do not reflect the actual revenues and operating results that would have been generated by the Consolidated 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.
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.
29. Disposal of Non-current Assets Held for Sale
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 Consolidated Company did not subscribe for new shares issued by Hua Hsu Silicon Materials Co., Ltd. on February 23, 2022 in proportion to their shareholdings, and subsidiary Wafering Technology Corporation disposed of Hua Hsu Silicon Materials Co., Ltd. shares it held in March 2022, bringing the shareholding of Giga Solar Materials up from 32.08% to 34.69%.
The Consolidated Company sold a total of 495 thousand shares in Giga Solar Materials Corporation before Giga Solar Materials Corporation’s capital increase in cash between June 2022 and September 2022, resulting in a decrease in the consolidated shareholding from 39.81% to 39.16%.
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%.
- 91 -
The Consolidated Company did not subscribe to the rights shares of subsidiary Giga Solar Materials Corporation in proportion to its shareholding on September 14, 2022, resulting in the shareholding ratio decreasing from 39.16% to 38.43%.
The Consolidated Company sold a total of 51 thousand shares in Giga Solar Materials Corporation after Giga Solar Materials Corporation’s capital increase in cash in 2022, resulting in a decrease in the consolidated shareholding from 38.43% to 38.36%.
Subsidiary Giga Solar Materials Corporation did not subscribe to the rights shares of the subsidiary Merchant Energy in proportion to its shareholding on October 28, 2022 by US$1.7 million in 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 Company 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. between October 2022 and December 2022, resulting in an increase in the consolidated shareholding from 34.01% to 34.23%.
Subsidiary Giga Solar Materials Corporation purchased a total of 375 thousand shares in Hua Hsu Silicon Materials Co., Ltd. between January 2023 and June 2023, resulting in an increase in the shareholding ratio from 34.23% to 34.59%.
The Consolidated Company sold a total of 269 thousand shares in Giga Solar Materials Corporation before a capital increase between April 2023 and September 2023, resulting in a decrease in the consolidated shareholding from 38.36% to 38.07%.
The subsidiary Giga Solar Materials Corporation did not subscribe to the rights shares of Hua Hsu Silicon Materials Co., Ltd. in proportion to its shareholding on June 29, 2023, resulting in the shareholding ratio decreasing from 34.59% to 34.00%.
The subsidiary Hua Hsu Silicon Materials Co., Ltd., cancelled restricted stock awards on August 10, 2023, causing the Consolidated Company’s shareholding to increase from 34.00% to 34.03%.
- 92 -
Since the above transactions did not change the Consolidated Company’s control over said subsidiaries, the Consolidated Company treated them as equity transactions.
2023
| 2023 | |||||
|---|---|---|---|---|---|
| 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 foreign financial statements - Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income Equity transaction differences Adjustment account of equity transaction differences Capital surplus – Differences between consideration and carrying amount of subsidiaries acquired or disposed Capital surplus –Changes in ownership interest in subsidiaries 2022 Hua Hsu Optotech Co., Ltd. Cash consideration received $ 219,840 The carrying amount of the subsidiary's net assets that should be transferred to (transferred from) non-controlling interests based on the relative changes in equity. ( 235,351 ) Adjustments to other equity items attributed to shareholders of the Company - Exchange differences on translation of foreign financial statements 214 - Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income - Equity transaction differences ( $ 15,297 ) Adjustment account of equity transaction differences Capital surplus –difference between consideration and carrying amount of subsidiaries acquired or disposed $ 658 Capital surplus –Changes in ownership interest in subsidiaries ( 15,955) ( $ 15,297 ) |
Hua Hsu Optotech Co., Ltd. Giga Solar Materials Corporation $ 268,556 $ 24,271 $ ( 267,409 ) ( 20,992 ) ( ( 22 ) ( 173 ) ( - 243 $ 1,125 $ 3,349 $ ( $ 1,577 ) $ 3,349 $ 2,702 - $ 1,125 $ 3,349 $ Green Energy Electrode Inc. Giga Solar Materials Corporation Ri Fa Green Power Co., Ltd. Subsidiary Merchant Energy $ 117,695 $ 1,272,305 $ 8,000 $ - 133,193 ) ( 1,240,464 ) ( 8,000 ) 2,187 46 ( 1,124 ) - ( 314 ) - 1,190 - - $ 15,452 ) $ 31,907 $ - $ 1,873 $ - $ 33,491 $ - $ - 15,452) ( 1,584) - 1,873 $ 15,452 ) $ 31,907 $ - $ 1,873 |
Total | |||
| $ |
292,827 288,401 ) 195 ) 243 4,474 1,772 2,702 4,474 Total |
||||
| $ | $ | ||||
| $ | $ | ||||
| $ | $ | ||||
| n Energy trode Inc. 117,695 133,193 ) 46 - 15,452 ) - 15,452) 15,452 ) |
|||||
( ( ( ( |
$ | $ 1,617,840 ( 1,614,821 ) ( 1,178 ) 1,190 $ 3,031 $ 34,149 ( 31,118) $ 3,031 |
|||
| $ | |||||
$ |
|||||
$ |
- 93 -
31. Information on Cash Flow
(1) Changes in liabilities from financing activities
January 1 to December 31, 2023
| Short-term borrowings Short term notes and bills payable Long-term borrowings Deposits received Corporate bonds payable Lease liabilities |
January 1, 2023 $ 860,134 179,343 2,412,844 85,670 339,406 128,783 $ 4,006,180 |
Cash flow ( $ 126,579 ) ( 21,938 ) 873,109 ( 436 ) ( 339,406 ) ( 22,644) $ 362,106 |
Non-Cash | Changes | Changes | December 31, 2023 |
|||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Increase in leases $ - - - - - 3,853 $ 3,853 |
Reduce lease $ - - - - - - $ - |
I A |
nterest expense mortization of discount $ - 2,308 - - - - $ 2,308 |
Exchange rate changes |
|||||||
| $ 10,215 - ( 62,228 ) - - ( 3,038) ( $ 55,051 ) |
$ 743,770 159,713 3,223,725 85,234 - 106,954 $ 4,319,396 |
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 |
January 1, 2022 $ 2,369,937 199,338 2,851,852 85,202 335,058 139,083 $ 5,980,470 |
Cash flow ( $ 1,514,406 ) ( 23,447 ) ( 403,990 ) 468 - ( 20,462) ( $ 1,961,837 ) |
Non-Cash | Changes | Changes | December 31, 2022 |
|||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Increase in leases $ - - - - - 11,978 $ 11,978 |
Reduce lease $ - - - - - 4) $ 4 ) |
I a |
nterest expense and mortization of discount $ - 3,452 - - 4,348 - $ 7,800 |
Exchange rate changes |
|||||||
( ( |
$ 4,603 - ( 35,018 ) - - ( 1,812) ( $ 32,227 ) |
$ 860,134 179,343 2,412,844 85,670 339,406 128,783 $ 4,006,180 |
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 measured at amortized cost - Convertible corporate bonds |
Book value | Fair value | ||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||
| $ 339,406 | $ 339,360 | $ - | $ - | $ 339,360 |
- 94 -
(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.
December 31, 2023
==> picture [359 x 285] intentionally omitted <==
----- Start of picture text -----
Level 1 Level 2 Level 3 Total
Financial assets measured
at fair value through
profit or loss
Funds $ 1,083 $ - $ 33,170 $ 34,253
Financial assets measured
at fair value through
other comprehensive
income
Investment in equity
instruments $ 48,120 $ 127,200 $ 135,183 $ 310,503
December 31, 2022
Level 1 Level 2 Level 3 Total
Financial assets measured
at fair value through
profit or loss
Funds $ 882 $ - $ 32,678 $ 33,560
Financial assets measured
at fair value through
other comprehensive
income
Investment in equity
instruments $ 85,849 $ 215,160 $ 43,234 $ 344,243
----- End of picture text -----
There was no transfer between Level 1 and Level 2 fair value measurements during 2023 and 2022.
- Reconciliation of financial instruments measured at fair value in Level 3
2023
==> picture [362 x 42] intentionally omitted <==
----- Start of picture text -----
Measured at fair value
Measured at fair value through other
Financial assets through profit or loss comprehensive income
Balance at the beginning of the year $ 32,678 $ 43,234
----- End of picture text -----
| Recognized in income or loss (under “Other gains and losses”) Recognized in other comprehensive income (“unrealized valuation gains or losses on financial assets measured at fair value through other comprehensive income”) Acquisition |
492 - ( - |
- 4,051 ) 96,000 |
|---|---|---|
- 95 -
==> picture [362 x 328] intentionally omitted <==
----- Start of picture text -----
Measured at fair value
Measured at fair value through other
Financial assets through profit or loss comprehensive income
Balance at the end of the year $ 33,170 $ 135,183
2022
Measured at fair
Measured at fair value through other
value through profit comprehensive
Financial assets or loss income
Balance at the beginning of
the year $ 26,284 $ 52,449
Recognized in income or
loss (under “Other gains
and losses”) 6,394 -
Recognized in other
comprehensive income
(“unrealized valuation
gains or losses on
financial assets measured
at fair value through other
comprehensive income”) - ( 11,760 )
-
Acquisition 2,545
Balance at the end of the
year $ 32,678 $ 43,234
----- End of picture text -----
- Valuation techniques and input values for Level 3 fair value measurement
==> picture [363 x 38] intentionally omitted <==
----- Start of picture text -----
Type of financial
instruments Valuation techniques and input values
Investment in equity Equity instruments measured at fair value
----- End of picture text -----
| Type of financial instruments Investment in equity |
Valuation techniques and input values 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:
- 96 -
December 31, 2023
| December 31, 2023 | 2023 | |||||||
|---|---|---|---|---|---|---|---|---|
| Valuation techniques Financial assets Measured at fair value through profit or loss Funds Asset method Measured at fair value through other comprehensive income Stocks Market method Stocks Market method December 31, 2022 Valuation techniques Financial assets Measured at fair value through profit or loss Funds Asset method Measured at fair value through other comprehensive income Stocks Market method Stocks Market method |
Valuation techniques |
Significant Unobservable Input Values |
Quantitative Information |
Relationship between input value and fair value |
Sensitivity analysis of the relationship between input value and fair value |
|||
| Discount for lack of marketability and control Discount for lack of marketability and control Discount for lack of marketability and control Significant Unobservable Input Values |
30% 30% 30% Quantitative Information |
When the lack of marketability and control increased (decreased) by 1%, the Consolidated Company’s income or loss would have decreased/increased by NT$474 thousand. When the lack of marketability and control increased (decreased) by 1%, the Consolidated Company’s other comprehensive income would have decreased/increased by NT$220~NT$1,216 thousand. When the lack of marketability and control increased (decreased) by 5%, the Consolidated Company’s other comprehensive income would have decreased/increased by NT$446~NT$2,026 thousand. Sensitivity analysis of the relationship between input value and fair value hen the lack of marketability and control increased (decreased) by 1%, the Consolidated Company’s income or loss would have decreased/increased by NT$327 thousand. hen the lack of marketability and control increased (decreased) by 1%, the Consolidated Company’s other comprehensive income would have decreased/increased by NT$75 thousand. hen the lack of marketability and control increased (decreased) by 5%, the Consolidated Company’s other comprehensive income would have decreased/increased by NT$670~NT$1,897 thousand. |
||||||
Financial assets Measured at fair value through profit or loss Funds Measured at fair value through other comprehensive income Stocks Stocks |
||||||||
| Asset method Market method Market method |
Discount for lack of marketability and control Discount for lack of marketability and control Discount for lack of marketability and control |
30% 30% 30% |
The higher the lack of marketability and control, the lower the estimated fair value The higher the lack of marketability and control, the lower the estimated fair value The higher the lack of marketability and control, the lower the estimated fair value |
W W W |
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
- 97 -
Company’s accounting policies are analyzed at each reporting date to ensure that the valuation results are reasonable.
(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 measured 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, 2023 $ 34,253 3,729,950 310,503 4,903,836 655,237 |
December 31, 2022 |
| $ 33,560 4,912,063 344,243 4,483,222 446,977 |
-
Note 1: The balance consisted of financial assets measured at amortized cost, such as cash and cash equivalents, notes and accounts receivable, accounts receivable – related party, other receivables, other receivables – related party, other financial assets – current, other financial assets – non-current, and refundable deposits.
-
Note 2: The balance consisted of financial liabilities measured at amortized cost, such as short-term borrowings, short-term notes payable, notes payable, accounts payable, accounts payable – related party, other payables, other payables – related party, corporate bonds – current portion, long-term borrowings – current portion, 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
-
98 -
monitors and manages financial risks associated with the Consolidated Company’s operations through internal risk reports that analyze risk exposures based on risk 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 and 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 risk management committee of the Consolidated Company on a quarterly basis.
1. 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
- 99 -
strategic investment and therefore the Consolidated Company does not apply hedge accounting.
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 37. 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 NTD (functional currency) 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 Group’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 includes only foreign currency monetary items in circulation and adjusts their year-end translation by a 1% change in exchange rates. The positive numbers in the following table represent the decrease in net loss before tax if the NTD weakens by 1% against the respective currencies, and the negative numbers for the same amount represent the decrease in net loss before tax if the NTD strengthens by 1% against the respective currencies.
==> picture [332 x 19] intentionally omitted <==
(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.
- 100 -
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, 2023 December 31, 2022
| December 31, 2023 | December 31, 2 | |
|---|---|---|
| Fair value interest rate | ||
| risk | ||
| - Financial assets | $ 667,811 | $ 729,843 |
| - Financial liabilities | 1,014,115 | 468,189 |
| Cash flow interest rate | ||
| risk | ||
| - Financial assets | 2,039,225 | 2,483,644 |
| - Financial liabilities | 3,220,047 | 3,452,322 |
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$11,808 thousand and NT$9,687 thousand for 2023 and 2022, respectively.
(3) Other price risk
The fair values of the Company’s TWSE/TPEx/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 TWSE/TPEx/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. 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 management on a regular basis, and the
- 101 -
Board of Directors is required to review and approve all investment decisions on equity securities.
Sensitivity analysis
The following sensitivity analysis is based on the equity price exposure on the balance sheet date.
If the equity price had increased/decreased by 10%, the pre-tax income or loss for 2023 and 2022 would have increased/decreased by NT$3,425 thousand and NT$3,356 thousand, respectively, due to the increase/decrease in the fair value of financial assets measured at fair value through profit or loss. Other comprehensive income before tax in 2023 and 2022 would have increased/decreased by NT$31,050 thousand and NT$34,424 thousand, respectively, due to the increase/decrease in the fair value of financial assets measured at fair value through other comprehensive income or loss.
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.
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
- 102 -
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, 2023
| 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 ineffectiveness during the year |
||
|---|---|---|---|---|---|---|---|
| Fair value hedge Precious metal borrowing contract Hedged items |
$ | ||||||
| Fair value hedge Inventories December 31, 2022 Hedging instruments Fair value hedge Precious metal borrowing contract |
( $ 13,226 Line item on the balance sheet Financial liabilities for hedging |
||||||
Hedging instruments |
|||||||
| Fair value hedge Precious metal borrowing contract |
$ 435,795 | - | Financial liabilities for hedging |
$ 446,977 | ( $ 11,182 ) |
- 103 -
| Hedged items Fair value hedge Inventories |
Carrying amount assets $ 446,977 |
Cumulative fair value adjustment assets $ 11,182 |
Change in value of hedged items used to assess hedge ineffectiveness during the year |
|---|---|---|---|
| $ 11,182 |
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, 2023 and 2022, the percentages of receivables from the top ten customers to the Consolidated Company’s total receivables were 55% and 23%, respectively, and the credit concentration risk of the remaining receivables was relatively insignificant.
3.
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. 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
- 104 -
monitors the use of bank financing lines and ensures compliance with the terms of the loan agreements.
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, 2023
==> picture [332 x 38] intentionally omitted <==
----- Start of picture text -----
Less than 1 year 1–3 years 4–5 years More than 5 years Total
Accounts payable $ 776,875 $ - $ - $ - $ 776,875
Borrowing 1,020,048 802,357 566,900 1,696,385 4,085,690
Lease liabilities 24,825 45,100 13,552 32,832 116,309
$ 1,821,748 $ 847,457 $ 580,452 $ 1,729,217 $ 4,978,874
----- End of picture text -----
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 $ 882,682 137,366 24,825 $ 1,044,873 |
1–5 years $ 1,007,591 361,666 58,652 $ 1,427,909 |
5–10 years $ 1,003,783 449,505 32,832 $ 1,486,120 |
10–15 years $ 243,097 - - $ 243,097 |
15–20 years $ - - - $ - |
Over 20 years | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| $ - - - $ - |
December 31, 2022
==> picture [332 x 45] intentionally omitted <==
----- Start of picture text -----
Less than 1 year 1–3 years 4–5 years More than 5 years Total
Accounts payable $ 702,603 $ - $ - $ - $ 702,603
Borrowing 1,441,150 466,398 404,928 1,285,847 3,598,323
Corporate bonds 339,700 - - - 339,700
Lease liabilities 24,710 47,764 27,928 44,026 144,428
$ 2,508,163 $ 514,162 $ 432,856 $ 1,329,873 $ 4,785,054
----- End of picture text -----
- 105 -
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 |
1–5 years | 5–10 years | 10–15 years | 15–20 years | Over 20 years | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| $ 1,259,495 521,355 24,710 $ 1,805,560 |
$ 502,234 369,092 75,692 $ 947,018 |
$ 641,713 486,061 44,026 $ 1,171,800 |
$ 68,962 89,111 - $ 158,073 |
$ - - - $ - |
$ - - - $ - |
(2) Financing line limit
| Financing line limit | |||
|---|---|---|---|
| Unsecured bank overdraft limit (revisited annually) - Amount used - Amount unused Secured bank overdraft limit - Amount used - Amount unused |
December 31, 2023 $ 705,416 2,026,731 $ 2,732,147 $ 3,922,337 688,373 $ 4,610,710 |
December 31, 2022 | |
| $ 883,582 3,366,058 $ 4,249,640 $ 2,915,534 1,941,384 $ 4,856,918 |
- 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
Relationship with the Consolidated
Name of related party Company Whole Max Green Power Co., Ltd. Associate Ya Fei Solar Energy Co., Ltd. Associate (Note 1) Hunjin Enterprise Inc. Associate (Note 1) Giga Whole Energy Co., Ltd. Associate (Note 1) Whole Wing Energy Co., Ltd. Associate (Note 1) Whole Fund Energy Co., Ltd. Associate (Note 1) Yuandeng Solar Energy Co., Ltd. Associate (Note 1) Landian Solar Energy Co., Ltd. Associate (Note 1) Lanjing Volt Co., Ltd. Associate (Note 1) Huiqun Energy Co., Ltd. Associate (Note 1) Yijia Energy Co., Ltd. Associate (Note 1) Licheng Energy Co., Ltd. Associate (Note 1)
- 106 -
==> picture [387 x 37] intentionally omitted <==
----- Start of picture text -----
Relationship with the Consolidated
Name of related party Company
Tai Ling Energy Technology Associate (Note 1)
----- End of picture text -----
| Name of related party Tai Ling Energy Technology |
Relationship with the Consolidated Company Associate (Note 1) |
|---|---|
| Corporation | |
| Jin Ya Xing Optoelectronics Co., Ltd. | Associate (Note 1) |
| Yunhui Energy Co., Ltd. | Associate (Note 1) |
| Tron Giga (Yancheng) Energy Co., | Associate |
| Ltd. | |
| Tron Energy Technology Corporation | Associate |
| UJGIGA Co., Ltd. | Associate |
| United Silicon Innovation Corp. | Associate |
| ACRO Biomedical Co. Ltd. | Associate |
| Yuanju (Yancheng) Trading Co., Ltd. | Associate |
| Ligao Optoelectronics Co., Ltd. | Joint venture |
| Lichao Optoelectronics Co., Ltd. | Joint venture (Note 2) |
| Suefu Co., Ltd. | Joint venture (Note 2) |
| Solmin Green Energy Corp. | Joint venture |
| Solmin No.1 Co., Ltd. | Joint venture (Note 3) |
| Solmin No.2 Co., Ltd. | Joint venture (Note 3) |
| Solmin No.3 Co., Ltd. | Joint venture (Note 3) |
| Shuoyitai Green Energy Co., Ltd. | Joint venture (Note 4) |
| Jieshuo Co., Ltd. | Joint venture |
| Long Time Tech Co., Ltd. | 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 |
| Hon Hai Precision Industry Co., Ltd. | Related party in substance |
| Titan Solar Limited | Related party in substance |
| Titan Solar Co., Ltd | Related party in substance |
| HD Renewable Technology Co., Ltd. | Related party in substance |
Note 1: Whole Max Green Power Co., Ltd. holds a 100% stake in Ya Fei Solar Energy Co., Ltd., Hunjin Enterprise Inc., Giga Whole Energy Co., Ltd., Whole Wing Energy Co., Ltd., Whole Fund Energy Co., Ltd., Yuandeng Solar Energy Co., Ltd., Landian Solar Energy Co., Ltd., Lanjing Volt Co., Ltd., Huiqun Energy Co., Ltd., Yijia Energy Co., Ltd., Licheng Energy Co., Ltd., Tai Ling Energy Technology Corporation, and Jin Ya Xing Optoelectronics Co., Ltd. Whole Max Green Power Co., Ltd. also holds a 99.7% stake in Yunhui Energy Co., Ltd., which was classified as an associate after evaluation.
Note 2: Ligao Optoelectronics Co., Ltd. owned 100% of Lichao Optoelectronics Co., Ltd. and Suefu Co., Ltd., and is listed as a join venture after evaluation.
-
107 -
-
Note 3: Solmin Green Energy Corp. owned 100% of Solmin No.1 Co., Ltd., Solmin No.2 Co., Ltd., and Solmin No.3 Co., Ltd., and is listed as a join venture after evaluation.
-
Note 4: The Company’s shareholding ratio in Shuoyitai Green Energy Co., Ltd. came in at 40% after reinvestment in the latter in January 2022. This ratio dropped to 38.73% because the Company did not participate in Shuoyitai Green Energy Co., Ltd.’s capital increase in August 2023. It is classified as a joint venture after evaluation.
-
(2) Operating revenues
==> picture [387 x 141] intentionally omitted <==
----- Start of picture text -----
Account item Type/name of related party 2023 2022
Sales revenues Joint venture $ 318,328 $ 256,726
Related party in substance 21,633 54,608
Associate 2,663 4,293
$ 342,624 $ 315,627
Other Related party in substance $ 23,526 $ -
operating
revenues
Associate 13,185 15,634
$ 36,711 $ 15,634
----- End of picture text -----
The above sale prices are agreed upon by both parties and there is no fixed percentage of price increase.
- (3) Purchases
| Type/name of related party Related party in substance |
2023 $ 329 |
2022 $ 540 |
||
|---|---|---|---|---|
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 2023 2022
Other income Associate $ 4,441 $ 4,448
Joint venture 3,624 1,486
Related party in substance 571 571
$ 8,636 $ 6,505
----- End of picture text -----
- 108 -
(5) Contract assets
==> picture [387 x 102] intentionally omitted <==
----- Start of picture text -----
Type/name of related party December 31, 2023 December 31, 2022
Joint venture
Solmin Green Energy
Corp. $ 43,773 $ 32,025
Suefu Co., Ltd. 5,553 1,873
Lichao Optoelectronics
Co., Ltd. - 22,203
$ 49,326 $ 56,101
----- End of picture text -----
- (6) Receivables from related parties
==> picture [387 x 167] intentionally omitted <==
----- Start of picture text -----
December 31, December 31,
Account item Type/name of related party 2023 2022
Accounts
receivables Joint venture $ 5,899 $ 1,775
Related party in substance 3,794 16,021
Associate 1,800 20,908
$ 11,493 $ 38,704
Other
receivables Joint venture $ 1,061 $ 1,739
Associate 865 18,519
Related party in substance 100 200
$ 2,026 $ 20,458
----- End of picture text -----
No guarantee was collected for the outstanding receivables from related parties. An allowance for losses on receivables from related parties in 2023 and 2022 was recognized based on lifetime expected credit losses.
- (7) Prepayments for equipment
| Account item Prepayments for equipment |
Type/name of related party Related party in substance |
December 31, 2023 $ - |
December 31, 2022 $ 1,308 |
|---|---|---|---|
- (8) Payables to related parties
| Account item Accounts payable Other payables |
Type/name of related party Related party in substance Related party in substance Joint venture Associate |
December 31, 2023 $ 305 $ 33,450 7,042 72 $ 40,564 |
December 31, 2022 $ - $ 398 - - $ 398 |
|---|---|---|---|
- 109 -
No collateral was provided for the outstanding balance of payables to related
parties.
- (9) Contract liabilities
==> picture [387 x 239] intentionally omitted <==
----- Start of picture text -----
Type/name of related party December 31, 2023 December 31, 2022
Associate
Yuandeng Solar Energy
Co., Ltd. $ 40,540 $ 7,362
Others - 2,580
Joint venture
Solmin Green Energy
Corp. 14,188 16,917
Others 5,498 -
$ 60,226 $ 26,859
Other advance receipts
December 31, December 31,
Account item Type/name of related party 2023 2022
Other advance
receipts Joint venture $ 70 $ 70
Associate 30 30
$ 100 $ 100
----- End of picture text -----
-
(10) Other advance receipts
-
(11) Property, plant and equipment acquired
==> picture [426 x 136] intentionally omitted <==
----- Start of picture text -----
Acquisition price
Type/name of related party 2023 2022
Related party in substance $ 1,308 $ -
(12) Lease agreements
Type/name of related party 2023 2022
Rental income
Associate $ 6,104 $ 6,121
Joint venture 197 197
$ 6,301 $ 6,318
----- 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.
- (13) Lending to related parties
Interest income
| Interest income | ||||
|---|---|---|---|---|
| Type/name of related party Joint venture Solmin Green Energy Corp. |
2023 $ - |
2022 | ||
| $ 40 |
- 110 -
The lending amount was NT$5,000 thousand on March 29, 2022 and was fully collected on September 30, 2022.
(14) Borrowings from related parties
==> picture [387 x 86] intentionally omitted <==
----- Start of picture text -----
Type/name of related party December 31, 2023 December 31, 2022
Related party in substance $ 10,125 $ -
Interest expense
Type/name of related party 2023 2022
Related party in substance $ 544 $ -
----- End of picture text -----
The interest rate of the Consolidated Company's borrowings from related parties
is equivalent to the market interest rate.
- (15) Salary for key management
| Salary for key management | ||||
|---|---|---|---|---|
| Short-term employee benefits Post-employment benefits |
2023 $ 54,149 1,145 $ 55,294 |
2022 | ||
| $ 56,507 1,194 $ 57,701 |
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 177] intentionally omitted <==
----- Start of picture text -----
December 31, December 31,
Item 2023 2022 Content of secured debts
Property, plant and $ 3,516,391 $ 1,577,761 Bank borrowings
equipment (including
investment property)
Shares of subsidiaries 805,701 896,017 Bank loans, short-term
(Giga Solar Materials bills payable and project
Corporation) performance guarantees
Other financial assets 387,523 205,039 Customs deposits,
performance guarantee
deposits, security
deposits for leases, bank
loans, etc.
Notes receivables 25,214 40,211 Bank borrowings
$ 4,734,829 $ 2,719,028
----- End of picture text -----
- Significant Contingent Liabilities and Unrecognized Contract Commitments
Except for those described in Notes, the Company’s major commitments and contingencies on the balance sheet date are as follows:
-
111 -
-
(1) As of December 31, 2023, the outstanding balance of letters of credit of the Company was about NT$17,310 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 board of directors of Giga Solar Materials Corporation, a subsidiary of the Consolidated Company, resolved a decision 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, 2023 was US$3,436 thousand and Philippine peso 11,175 thousand, which were recorded as construction in progress.
-
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, 2023 Financial assets Monetary items USD RMB JPY Financial liabilities Monetary items USD JPY EUR RMB |
Foreign currency $ 74,897 241,906 651,966 51,498 390,350 2,210 104 |
Exchange rate 30.705 4.327 0.2172 30.705 0.2172 33.98 4.327 |
Book value |
| $ 2,299,712 1,046,727 141,607 1,581,246 84,784 75,096 450 |
- 112 -
| December 31, 2022 Financial assets Monetary items USD RMB JPY EUR Financial liabilities Monetary items USD JPY RMB |
Foreign currency $ 55,210 121,014 6,807 41 31,033 19,506 464 |
Exchange rate 30.710 4.408 0.2324 32.72 30.710 0.2324 4.408 |
Book value |
|---|---|---|---|
| $ 1,695,499 953,023 1,582 1,342 953,023 4,533 2,045 |
The foreign currency exchange gains (losses) (realized and unrealized) of the Consolidated Company amounted to NT$(18,665) thousand and NT$140,221 thousand in 2023 and 2022, 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.
38. 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)
-
113 -
-
10.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.
-
(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)
39. 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.
- 114 -
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., and Yancheng Giga Diamond Materials Corporation, 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,
The profits or losses of the reportable segments of the Consolidated Company are measured at operating income (losses) 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:
2023
| 2023 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated revenues Operating costs and expenses Segment income or loss 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 | ||||||
( ( |
$ 266,736 669,013) $ 402,277 ) |
( ( |
$ 2,373,224 2,846,793) $ 473,569 ) |
( |
$ 779,378 762,730) $ 16,648 |
( ( |
$ 520,749 657,461) $ 136,712 ) |
$ - - $ - |
$ 3,940,087 (4,935,997) ( 995,910 ) 44,747 96,827 ( 216,619 ) ( 79,609 ) ( 45,850) ( $ 1,196,414 ) |
- 115 -
2022
| 2022 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated revenues Operating costs and expenses Segment income or loss 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 $ 1,231,069 981,645) $ 249,424 |
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 |
( |
$ - - $ - |
$ 6,731,111 (7,182,208) ( 451,097 ) 9,368 70,070 ( 11,693 ) ( 86,051 ) ( 6,015) ( $ 475,418 ) |
(2) Revenues from major products
| Revenues from major products | ||||
|---|---|---|---|---|
| Revenues from sales of conductive paste Revenues from construction projects Silicon materials for solar energy Revenues from sales of electricity Others Total |
2023 $ 2,373,224 533,455 266,736 245,923 520,749 $ 3,940,087 |
2022 | ||
| $ 3,386,217 463,721 1,419,889 230,215 1,231,069 $ 6,731,111 |
(3) Regional information
Revenues from external customers:
| Taiwan Southeast Asia Mainland China Other countries Total |
2023 $ 1,738,141 814,649 655,475 731,822 $ 3,940,087 |
2022 | ||
|---|---|---|---|---|
| $ 2,279,668 1,259,807 2,377,889 813,747 $ 6,731,111 |
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 |
2023 $ 4,504,358 1,128,472 1,030,917 551,706 $ 7,215,453 |
2022 | ||
| $ 3,548,006 1,273,329 1,013,479 541,561 $ 6,376,375 |
- 116 -
Non-current assets exclude financial instruments and deferred income 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 |
2023 $348,238 - |
2022 |
|---|---|---|
| $920,999 674,661 |
- 117 -
Units: NTD thousands, unless otherwise stated
Gigastorage Corporation and Subsidiaries Lending Funds to Others
January 1 to December 31, 2023
Exhibit 1
==> picture [1036 x 295] intentionally omitted <==
----- Start of picture text -----
Number The lending company of funds The borrower of funds Transactions Related party or not Highest balance in the period Balance at the end of the period Actual amounts drawn Interest rate range Nature of funds lending Amount of business dealings Reasons for the necessity of short-term financial accommodation doubtful accountsallowance for Provision of Name Collateral Value individual funds The limit for lending The limit for total funds lending Remarks
0 The Company Solmin Green Energy Crop. Other receivables Yes $ 5,000 $ - $ - 1.6% Short-term financial $ - To meet the operational $ - None $ - $ 392,339 $ 1,569,357 -
accommodation needs of joint venture (Note 2) (Note 2)
1 Giga Solar Materials Yancheng Giga Solar Materials Other receivables Yes 163,835 - - - Business dealings 139,484 - - None - 139,484 2,655,803 -
Corporation Corporation (Note 1) ( CNY 37,863 ) (Note 2) (Note 2)
Yancheng Giga Solar Materials Other receivables Yes 661,512 599,411 599,411 0%~2.5% Short-term financial - To meet the operational - None - 663,950 2,655,803 -
Corporation ( CNY 152,880 ) ( CNY 138,528 ) ( CNY 138,528 ) accommodation needs of subsidiary and (Note 2) (Note 2)
Note 1
Godo Kaisha Chiba1 Other receivables Yes 80,364 80,364 80,364 2.5% Short-term financial - To meet the operational - None - 663,950 2,655,803 -
( JPY 370,000 ) ( JPY 370,000 ) ( JPY 370,000 ) accommodation needs of subsidiary (Note 2) (Note 2)
2 Whole Sun Green Power Sunshine Solar Power Other receivables Yes 477,526 448,970 448,970 2% Short-term financial - To meet the operational - None - 603,793 603,793 -
Co., Ltd. Generation Co., Inc. ( USD 15,552 ) ( USD 14,622 ) ( USD 14,622 ) accommodation needs of subsidiary (Note 3) (Note 3)
Godo Kaisha Chiba1 Other receivables Yes 84,708 84,708 84,708 2%~3% Short-term financial - To meet the operational - None - 603,793 603,793 -
( JPY 390,000 ) ( JPY 390,000 ) ( JPY 390,000 ) accommodation needs of subsidiary (Note 3) (Note 3)
3 Green Energy Electrode Yancheng Green Energy Other receivables Yes 113,800 113,800 113,800 1% Short-term financial - To meet the operational - None - 59,333 118,666 -
Inc. Electrode Crop. ( CNY 26,300 ) ( CNY 26,300 ) ( CNY 26,300 ) accommodation needs of subsidiary (Notes 7 and 9) (Note 7)
Green Energy Electrode, Inc. Other receivables Yes 43,270 - - 1% Short-term financial - To meet the operational - None - 59,333 118,666 -
(Samoa) ( CNY 10,000 ) accommodation needs of subsidiary (Note 7) (Note 7)
4 Green Energy Electrode, Yancheng Green Energy Other receivables Yes 43,270 - - 1% Short-term financial - To meet the operational - None - - - -
Inc. (Samoa) Electrode Crop. ( CNY 10,000 ) accommodation needs of subsidiary (Note 3) (Note 3)
5 Wisdom Field Limited Sunshine Solar Power Other receivables Yes 153,525 149,840 149,840 2% Short-term financial - To meet the operational - None - 157,716 157,716 -
Generation Co., Inc. ( USD 5,000 ) ( USD 4,880 ) ( USD 4,880 ) accommodation needs of subsidiary (Note 3) (Note 3)
6 Merchant Energy PTE., Sunshine Solar Power Other receivables Yes 92,115 35,311 35,311 2% Short-term financial - To meet the operational - None - 38,511 38,511 -
Ltd. Generation Co., Inc. ( USD 3,000 ) ( USD 1,150 ) ( USD 1,150 ) accommodation needs of subsidiary (Note 3) (Note 3)
7 Eiwa Electric Power Co., Giga Solar Materials Corporation Other receivables Yes 80,364 80,364 80,364 2.5% Short-term financial - To meet the operational - None - 786,220 786,220 -
Inc. ( JPY 370,000 ) ( JPY 370,000 ) ( JPY 370,000 ) accommodation needs (Note 12) (Note 12)
8 Suzhou Giga Solar Yancheng Giga Solar Materials Other receivables Yes 64,905 64,905 64,905 - Short-term financial - To meet the operational - None - 69,681 69,681 -
Materials Corporation Corporation ( CNY 15,000 ) ( CNY 15,000 ) ( CNY 15,000 ) accommodation needs (Note 5) (Note 5)
9 Hua Hsu Silicon Materials Yancheng Giga Diamond Other receivables Yes 224,147 162,737 162,737 1% Short-term financial - To meet the operational - None - 438,056 438,056 -
Co., Ltd. Materials Corporation ( USD 7,300 ) ( USD 5,300 ) ( USD 5,300 ) accommodation needs of subsidiary (Note 4) (Note 4)
10 Yancheng Giga Solar Tron Giga (Yancheng) Energy Other receivables Yes 17,005 - - - Short-term financial - Note 1 - None - 70,960 709,602 -
Materials Corporation Co., Ltd. (Note 1) ( CNY 3,930 ) accommodation (Note 10) (Note 10)
Yancheng Green Energy Other receivables Yes 45,073 45,073 45,073 - Short-term financial - Note 1 - None - 70,960 709,602 -
Electrode Crop. (Note 1) ( CNY 10,417 ) ( CNY 10,417 ) ( CNY 10,417 ) accommodation (Note 10) (Note 10)
11 Chongqing Shin Tsai New Yancheng Green Energy Other receivables Yes 84,377 43,270 43,270 - Short-term financial - To meet the operational - None - 177,391 177,391 -
Material Technology Electrode Crop. ( CNY 19,500 ) ( CNY 10,000 ) ( CNY 10,000 ) accommodation needs (Note 5) (Note 5)
Co., Ltd.
----- 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 meeting.
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.
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 associate 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 lent by Suzhou Giga Solar Materials Corporation and Chongqing Shin Tsai New Material Technology Co., Ltd. shall be limited to no more than 100% of their most recent net worth. The amount of individual funds lent to overseas companies of which the Company and the parent company directly or indirectly hold 100% of its voting shares is limited to 100% of the Company’s net worth. For subsidiaries of 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 lent 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 = 4.327 NTD; 1 USD = 30.705 NTD; 1 JPY = 0.2172 NTD).
Note 7: The total amount of funds lent shall not exceed 40% of the Company’s most recent net worth, and the amount of funds lent to individual companies that are associate 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$12,505 thousand and NT$2,620 thousand were recognized as other receivables due to the fact that the receivables of Yancheng Giga Solar Materials Corporation from Giga Solar Materials Corporation exceeded a certain period of normal credit extension period, and the loan nature was approved by the board meetings on January 19, 2024 and March 15, 2024, respectively.
Note 9: The capital loan and ending balance exceeded the limit; the subsidiary Green Energy Electrode Inc. formulated an improvement plan on March 27, 2024 which has been approved by the board meeting, and will complete the improvement according to the planned schedule. Note 10: The total amount of funds loaned by Yancheng Giga Solar Materials Corporation shall not exceed 100% of the Company's net worth in the most recent period. To other parties, it shall not exceed 10% of the most recent net worth. Note 11: The total amount of funds lent shall not exceed 60% of the Company’s most recent net worth, and the amount of funds lent to individual companies that are associate 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.
-
Note 12: The total amount of funds lending by the Company shall be limited to no more than 2% of its most recent net worth. The amount of individual funds lending to the parent company that directly or indirectly holds 100% of its voting shares is limited to 2000% 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 its most recent net worth.
-
118 -
Gigastorage Corporation and Subsidiaries
Endorsement and Guarantee for Others
January 1 to December 31, 2023
Exhibit 2
Units: NTD thousands, unless otherwise stated
==> picture [1045 x 137] intentionally omitted <==
----- Start of picture text -----
Party endorsed and guaranteed Percentage of Parent
Subsidiary Endorsemen
Balance of the cumulative company
Limit for Balance of Amount of endorsement t and
Name of the Company maximum endorsement and Limit for Maximum endorsement
endorsement and endorsement and Actual amounts endorsement and and guarantee
Number providing endorsement and endorsement and guarantee to net Endorsement and and Remarks
Company name Relationship guarantee for a guarantee at the end drawn guarantee by guarantee for
guarantee guarantee for the worth of the most Guarantee guarantee
single enterprise of the period property for parent Mainland
period recent financial for
company China
statements (%) subsidiary
1 Giga Solar Materials Yancheng Giga Solar 2 $ 6,639,509 $ 346,160 $ 346,160 $ 194,715 $ 221,076 5.21 $ 6,639,509 Y - Y -
Corporation Materials Corporation (Note 1)
2 Hua Hsu Silicon Materials Yancheng Giga Diamond 2 1,095,141 186,061 186,061 43,270 43,560 16.99 1,095,141 Y - Y -
Co., Ltd. Materials Corporation (Note 1)
3 Green Energy Electrode Inc. Yancheng Green Energy 2 296,666 43,270 43,270 43,270 51,924 14.59 296,666 Y - Y -
Electrode Crop. (Note 1)
----- End of picture text -----
Note 1: According to the “Operating Procedures for Endorsements and Guarantee” of Giga Solar Materials Corporation, Hua Hsu Silicon Materials Co., Ltd., 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 Giga Solar Materials Corporation, Hua Hsu Silicon Materials Co., Ltd., or Green Energy Electrode Inc. The total endorsements/guarantees by Giga Solar Materials Corporation, Hua Hsu Silicon Materials Co., Ltd. and Green Energy Electrode Inc. to external entities shall not exceed 100% of the net worth of the Company.
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 = 4.327 NTD; 1 USD = 30.705 NTD; 1 JPY = 0.2172 NTD).
- 119 -
Gigastorage Corporation and Subsidiaries
Marketable Securities Held at the End of the Period
December 31, 2023
Exhibit 3
Units: NTD thousands, unless otherwise stated
==> picture [1039 x 527] 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 666,199 $ 6,196 1.26 $ 6,196 -
value through other
comprehensive income –
non-current
Stocks New Land Packing Corporation - Financial assets measured at fair 2,155,410 28,300 9.37 28,300 -
value through other
comprehensive income –
non-current
Stocks Big Sun Energy Technology Inc. The Company is Financial assets measured at fair 8,000,000 - 1.83 - -
its corporate value through other
director comprehensive income –
non-current
Giga Solar Stocks TIEF Fund, L.P. - Financial assets at fair value 1,540,000 33,170 7.45 33,170 -
Materials through profit or loss –
Corporation non-current
Stocks Yuanta/P-shares Taiwan Top 50 - Financial assets at fair value 8,000 1,083 - 1,083 -
ETF through profit or loss –
non-current
Stocks Long Time Tech Co., Ltd. - Financial assets measured at fair 8,005,000 175,320 6.71 175,320 -
value through other
comprehensive income –
non-current
Stocks Big Sun Energy Technology Inc. - Financial assets measured at fair 2,250,000 - 0.51 - -
value through other
comprehensive income –
non-current
Stocks Foresight Energy Technologies Co., - Financial assets measured at fair 3,200,000 85,312 6.15 85,312 -
Ltd. value through other
comprehensive income –
non-current
Green Energy Stocks Phoenix Battery Corporation - Financial assets measured at fair 500,000 15,375 0.79 15,375 -
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, 2023.
Note 2: For information on investment in subsidiaries and associate, please refer to Exhibits 7 and 8.
- 120 -
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, 2023
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) |
Remarks |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | $ 139,484 | 7.32% | Monthly settlement 120–180 days |
$ - |
- |
$ 127,565 | 26.39% | - |
- 121 -
Gigastorage Corporation and Subsidiaries
Receivables from Related Parties Reaching NT$100 Million or 20% of Paid-in Capital or More.
December 31, 2023
Exhibit 5
Units: NTD thousands, unless otherwise stated
==> picture [1036 x 265] 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 $ 741,389 3.42 次 $ 170,562 Ongoing $ 104,828 $ -
Corporation Corporation Company Collections
Hua Hsu Silicon Materials Co., Yancheng Giga Diamond Materials Affiliates of the 309,876 - 147,139 Ongoing 365 -
Ltd. Corporation Company Collections
Yancheng Giga Solar Materials Yancheng Giga Diamond Materials Affiliates of the 118,171 - - - - -
Corporation Corporation Company
Green Energy Electrode Inc. Yancheng Green Energy Electrode Affiliates of the 119,122 - - - - -
Crop. Company
Whole Sun Green Power Co., Sunshine Solar Power Generation Co., Affiliates of the 474,927 - - - - -
Ltd. Inc. Company
Wisdom Field Limited (Samoa) Sunshine Solar Power Generation Co., Affiliates of the 164,096 - - - - -
Inc. Company
----- End of picture text -----
- 122 -
Gigastorage Corporation and Subsidiaries
Business Relationships and Significant Intercompany Transactions between the Parent and Subsidiaries and the Amounts Involved:
January 1 to December 31, 2023
==> picture [1040 x 471] intentionally omitted <==
----- Start of picture text -----
Exhibit 6 Units: NTD thousands, unless otherwise stated
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 The Company Giga Solar Materials Corporation 1 Other receivables $ 3,127 30 days from the monthly cut-off day 0.02%
1 Other payables 1,100 30 days from the monthly cut-off day 0.01%
Whole Sun Green Power Co., Ltd. 1 Sales revenues 2,329 According to the contract 0.06%
1 Ho Mi Specialty Materials Giga Solar Materials Corporation 3 Sales revenues 854 The above sale prices are agreed upon by 0.02%
Corporation both parties and there is no fixed
percentage of price increase.
Yancheng Giga Solar Materials 3 Sales revenues 4,454 The above sale prices are agreed upon by 0.11%
Corporation both parties and there is no fixed
percentage of price increase.
2 Giga Solar Materials Corporation Yancheng Giga Solar Materials 3 Sales revenues 139,484 The above sale prices are agreed upon by 3.54%
Corporation both parties and there is no fixed
percentage of price increase.
3 Accounts receivables 127,565 Monthly settlement 120–180 days 0.86%
3 Other receivables 613,824 According to the contract 4.12%
3 Whole Sun Green Power Co., Ltd. Sunshine Solar Power Generation 3 Other receivables 474,927 According to the contract 3.19%
Co., Inc.
4 Green Energy Electrode Inc. Yancheng Green Energy Electrode 3 Other receivables 119,122 According to the contract 0.80%
Crop.
5 Chongqing Shin Tsai New Material Yancheng Green Energy Electrode 3 Other receivables 43,270 According to the contract 0.29%
Technology Co., Ltd. Crop.
6 Wisdom Field Limited (Samoa) Sunshine Solar Power Generation 3 Other receivables 164,096 According to the contract 1.10%
Co., Inc.
7 Merchant Energy PTE., Ltd. Sunshine Solar Power Generation 3 Other receivables 45,804 According to the contract 0.31%
Co., Inc.
8 Hua Hsu Silicon Materials Co., Ltd. Yancheng Giga Diamond 3 Property, plant and 9,281 90 days from the monthly cut-off day 0.06%
Materials Corporation equipment
3 Accounts receivables 11,592 90 days from the monthly cut-off day 0.08%
3 Other receivables 135,547 90 days from the monthly cut-off day 0.91%
3 Other receivables 162,737 According to the contract 1.09%
3 Prepayments for goods 72,344 90 days from the monthly cut-off day 0.49%
3 Cost of goods sold 42,164 90 days from the monthly cut-off day 1.07%
----- 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 another 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 the companies based on their own materiality principles.
- 123 -
Gigastorage Corporation and Subsidiaries
Name of Investee, Location, Etc.
January 1 to December 31, 2023
Exhibit 7
Units: NTD thousands, unless otherwise stated
==> picture [1039 x 477] intentionally omitted <==
----- Start of picture text -----
Investor name Investee name Location Principal Business The end of the Initial investment amountperiod The end of last year Shares Holding at the end of the Percentage period Book value investee for the period Profits (losses) of the recognized in the period Investment gain (loss) Remarks
The Company Giga Solar Materials Corporation Hukou Township, Precision chemical materials, $ 805,825 $ 862,297 34,982,909 38.07% $ 2,512,278 ( $ 810,576 ) ( $ 312,973 ) (Note 6)
Hsinchu County industrial plastic products
Ri Fa Green Power Co., Ltd. Hukou Township, Solar Energy Related Business 84,000 84,000 8,400,000 60.00% 95,357 19,330 11,598 -
Hsinchu County
Ho Mi Specialty Materials Corporation Hukou Township, Precision chemical materials 93,500 93,500 9,350,000 92.57% 89,400 2,455 2,294 (Note 6)
Hsinchu County
Global Acetech Co., Ltd. Thailand Solar Energy Related Business 1,087,023 1,094,992 7,393,747 99.99% 3,149 1,486 1,486 -
Giga Energy Co., Ltd. Hukou Township, Energy technology services 1,000 - 100,000 100.00% 929 ( 71 ) ( 71 ) -
Hsinchu County
Whole Max Green Power Co., Ltd. Hukou Township, Solar Energy Related Business 461,234 461,234 42,510,000 26.73% 443,251 53,641 15,550 (Note 6)
Hsinchu County
Tron Energy Technology Corporation Zhongli District, Electric buses, diesel 95,630 95,630 1,399,200 2.33% 58,261 ( 344,140 ) ( 8,179 ) (Note 6)
Taoyuan City buses/battery systems/energy
storage systems
UJGIGA Co., Ltd. Kaohsiung City Solar Energy Related Business 74,480 74,480 7,448,000 49.00% 76,035 1,686 826 -
Yusheng Energy Co., Ltd. Taipei City Renewable energy relate 50,000 50,000 5,385,000 11.88% 54,087 ( 2,780 ) ( 332 ) -
business
United Silicon Innovation Corp. Taoyuan City Semiconductor reclaim and 16,200 16,200 10,000,000 21.51% 15,720 400 ( 663 ) (Note 6)
dummy wafer business
Solmin Green Energy Corp. Hukou Township, Solar Energy Related Business 154,000 124,000 15,674,031 50.00% 122,062 3,756 1,878 (Note 6)
Hsinchu County
Hao Energy Co., Ltd. Tainan City Energy technology services 49,333 - - 30.29% 47,382 ( 5,200 ) ( 1,563 ) -
related business
Ligao Optoelectronics Co., Ltd. Hukou Township, Solar Energy Related Business 79,300 79,300 7,930,000 50.00% 45,072 4,736 2,368 (Note 6)
Hsinchu County
Shuoyitai Green Energy Co., Ltd. Hukou Township, Development, installation and 24,400 24,400 2,440,000 35.88% 22,609 ( 4,327 ) ( 1,704 ) -
Hsinchu County holding of energy storage
systems
Jieshuo Co., Ltd. Hukou Township, Development of solar energy and 4,990 4,990 499,000 49.90% 4,840 ( 35 ) ( 18 ) -
Hsinchu County energy storage systems
Giga Solar Materials Corporation Whole Sun Green Power Co., Ltd. Hukou Township, Solar Energy Related Business 2,723,842 2,723,842 126,516,924 100% 1,509,483 57,121 (Note 3) -
Hsinchu County
Giga Solar Materials Corporation (Mauritius) Mauritius General investment 788,490 788,490 25,900,000 100% 808,880 ( 63,446 ) (Note 3) (Note 6)
Tron Energy Technology Corporation Zhongli District, Electric buses, diesel 461,875 461,875 6,244,989 10.40% 260,035 ( 344,140 ) (Note 3) (Note 6)
Taoyuan City buses/battery systems/energy
storage systems
ACRO Biomedical Co. Ltd. Luzhu District, Manufacturing and wholesale of 58,493 80,700 2,900,000 4.74% 68,141 ( 31,579 ) (Note 3) (Note 2)
Kaohsiung City medical devices
Hua Hsu Silicon Materials Co., Ltd. Xitun District, Taichung Manufacturing of metal wire 817,507 686,063 41,500,972 34.03% 382,079 ( 381,253 ) (Note 3) (Note 6)
products, manufacturing of
electronic components,
trading and other related
businesses
Green Energy Electrode Inc. Hukou Township, Manufacturing and trading of 459,276 459,276 22,588,759 52.81% 157,027 ( 293,991 ) (Note 3) -
Hsinchu County energy materials
Yusheng Energy Co., Ltd. Taipei City Renewable energy relate 60,000 60,000 6,462,000 14.25% 64,905 ( 2,780 ) (Note 3) -
business
Green Energy Electrode Inc. Green Energy Electrode, Inc.(Samoa) Samoa General investment 176,342 176,342 6,000,000 100% ( 190,540 ) ( 272,616 ) (Note 3) -
Whole Sun Green Power Co., Ltd. Eiwa Electric Power Co., Inc. Fukushima Prefecture, Solar Energy Related Business 15,070 15,070 - 100% 79,677 23,021 (Note 3) -
Japan
Godo Kaisha Best Solar Chiba Prefecture, Japan Solar Energy Related Business 44,939 44,939 - (Note 1) 39,178 8,448 (Note 3) -
Godo Kaisha Chiba 1 Wakayama, Japan Solar Energy Related Business 96,328 96,328 - (Note 1) 58,203 ( 16,264 ) (Note 3) -
Godo Kaisha Merchant Energy NO.8 Fukushima Prefecture, Solar Energy Related Business 69,325 69,325 - (Note 1) 137,892 51,510 (Note 3) -
Japan
Wisdom Field Limited (Samoa) Samoa General investment 1,173,221 1,173,221 37,110,000 100% 394,293 ( 4,792 ) (Note 3) -
Wisdom Field Limited (Samoa) Merchant Energy PTE., Ltd. Singapore General investment 876,296 876,296 28,100,000 87% 83,763 ( 14,509 ) (Note 3) -
----- End of picture text -----
(Continued on next page)
- 124 -
(Continued from previous page)
| Investor name Investee name |
Location | Principal Business | Initial investment amount | Initial investment amount | Holding | at the end of theperiod | at the end of theperiod | Profits (losses) of the investee for the period |
Investment gain (loss) recognized in theperiod |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|
| The end of the period |
The end of last year | Shares | Percentage | Book value | ||||||
| Merchant Energy PTE., Ltd. Sunshine Solar Power Generation Co., Inc. Hua Hsu Silicon Materials Co., Ltd. Giga Diamond Materials Corporation(Seychelles) |
Philippines Sesel |
Solar Energy Related Business General investment |
$ 814,827 652,782 |
$ 814,827 652,782 |
- 21,200,000 |
39.93% 100% |
( $ 47,733 ) ( 350,351 ) |
( $ 16,794 ) ( 164,944 ) |
(Note 3) (Note 3) |
-- |
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: Giga Solar Materials Corporation 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 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.
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.
- 125 -
Gigastorage Corporation and Subsidiaries
Information on Investment in Mainland China
January 1 to December 31, 2023
Exhibit 8
Units: NTD thousands, unless otherwise stated
==> picture [1039 x 460] intentionally omitted <==
----- Start of picture text -----
Accumulated Amount of investment remitted or recovered Accumulated Shareholding
investment amount during the period investment amount Income or losses of percentage of Investment gain or Carrying amount of Investment income
Investee name in Mainland Principal Business Paid-in capital Investment method remitted from Taiwan remitted from Taiwan the investee for the the Company’s loss recognized in the investment at the end remitted back as of Remarks
China direct or
at the beginning of Remittance Recovery at the end of the period indirect period (Note 2) of the period the end of the period
the period period
investment
Suzhou Giga Solar Photovoltaic process testing $ 88,625 Indirectly invested $ 88,625 $ - $ - $ 88,625 ( $ 9,049 ) 100% ( $ 8,856 ) $ 69,203 $ - (Note 2)
Materials Corporation and technical services, ( USD 3,000 ) through an invested ( USD 3,000 ) ( USD 3,000 )
etc. enterprise in the third
region (Mauritius)
Yancheng Giga Solar Photovoltaic process testing 861,430 Indirectly invested 701,130 - - 701,130 ( 49,072 ) 100% ( 49,072 ) 709,603 - (Notes 2
Materials Corporation and technical services, ( USD 22,900+ through an invested ( USD 22,900 ) ( USD 22,900 ) and 7)
etc. CNY 35,000 ) enterprise in the third
(Note 5) region (Mauritius)
Yancheng Giga Diamond Manufacturing and sale of 652,782 Indirectly invested 652,782 - - 652,782 ( 164,944 ) 100% ( 162,242 ) ( 338,877 ) - (Notes 2
Materials Corporation wire materials, etc. ( USD 21,200 ) through an invested ( USD 21,200 ) ( USD 21,200 ) and 8)
enterprise in the third
region (Seychelles)
Yancheng Green Energy Lithium battery material 176,342 Indirectly invested 176,342 - - 176,342 ( 272,616 ) 100% ( 272,616 ) ( 190,547 ) - (Note 2)
Electrode Crop. manufacturing, research ( USD 6,000 ) through an invested ( USD 6,000 ) ( USD 6,000 )
and development, and enterprise in the third
lithium-ion battery region (Samoa)
technology development
and consulting services
Chongqing Xincai New Lithium battery material 180,210 Direct invest in Mainland - 180,210 - 180,210 950 100% 950 177,391 - -
Material Technology manufacturing, research ( USD 6,000 ) China ( USD 6,000 ) ( USD 6,000 )
Co., Ltd. and development, and
lithium-ion battery
technology development
and consulting services
Tron Giga (Yancheng) Battery module, battery pack 91,071 Indirectly invested - - - - ( 11,260 ) 49% ( 5,517 ) 33,381 - -
Energy Co., Ltd. and battery component ( USD 1,530+ through an invested
assembly CNY 10,437 ) enterprise in the third
(Note 6) region (Mauritius)
Nantong Exojet Manufacturing and sales of - Direct invest in Mainland 154,128 - 154,128 - - - - - - (Note 9)
Electronics Co., Ltd. thick film materials for China ( USD 5,000 ) (USD 5,000 )
passive components
Cumulative amount of investment remitted Investment amount approved by the Ceiling on investments in Mainland China imposed by the
Company name from Taiwan to Mainland China at the end Investment Commission of the Ministry of Investment Commission of the Ministry of Economic
of the period Economic Affairs Affairs
Giga Solar Materials Corporation $995,498 $1,074,158 $ 3,983,705
(USD25,900+CNY45,437) (USD35,331)
Hua Hsu Silicon Materials Co., Ltd. 652,782 652,782 657,084
(USD21,200) (USD21,200)
Green Energy Electrode Inc. 356,552 356,552 177,999
(USD12,000) (USD12,000)
----- End of picture text -----
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.
(Continued on next page)
- 126 -
(Continued from previous page)
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 1:30.705
-
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: Giga Solar Materials Corporation, 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 8: 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 9: The liquidation of Nantong Exojet Electronics Co., Ltd. was completed on December 28, 2022, and an investment amount of CNY 12,462 thousand was recovered on January 13, 2023.
-
127 -