AI assistant
GW — AGM Information 2025
May 29, 2025
52071_rns_2025-05-29_7e249df4-e695-4757-9e6e-90229ba85b1c.pdf
AGM Information
Open in viewerOpens in your device viewer
GOOD WILL INSTRUMENT CO., LTD. 2025 Annual Meeting Minutes
Time: 9 am, Thursday May 29, 2025
Venue: No. 7-1, Zhongxing Rd., Tucheng Dist., New Taipei City, Taiwan (The Company' s office)
Meeting Format: In-Person Shareholders' Meeting
- Attendance: The total number of shares represented by all shareholders and proxies was 89,675,221 (including 86,401,398 shares voted electronically), accounting for 61.82% of the Company’s 145,047,289 outstanding shares. This constituted a quorum. Among the Company’s nine directors, six directors attended the Annual General Meeting in person, including Chairman Lin Ching-Chang, Director Chang Chao-Ming, Director Lin Ching-Wen, Independent Director Teng Syh-Tang (Convener of the Audit Committee), Independent Director Pan Ching-Tsai, and Independent Director Lai Yen-Shin, which more than half of the board seats.
Also in attendance: CPA Liu Hui Yuan
Chairperson: Director & Chairman Lin Ching-Chang
Minute Recorder: Kung Hui-Hua
-
Call the Meeting to Order: The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman called the meeting to order.
-
Chairperson’s Remark: (omitted)
-
Management Presentation
-
(1) 2024 Business Report. (please refer to the attachment)
1
-
(2) 2024 Audit Committee Review Report. (please refer to the attachment)
-
(3) Report on Endorsements/Guarantees and Lending of Funds to Others. (please refer to the Meeting Handbook)
-
(4) The report on the distribution of employees' and directors' remuneration for 2024. (please refer to the Meeting Handbook)
-
(5) Report on cash dividends from earnings for 2024. (please refer to the Meeting Handbook)
-
Approval Items
Proposal 1 (Proposed by the Board of Directors)
-
Summary: Adoption of the Business Report and Financial Statements for 2024.
-
Explanation: (1) The Company's 2024 Parent Company Only Financial Statements and Consolidated Financial Statements have been prepared by the Board of Directors and have been audited and certified by CPAs Liu Hui Yuan and Yang Chih Huei of Ernst & Young. The financial statements have been audited by the Audit Committee of the Company along with the Business Report, and an audit report has been issued.
-
(2) For the Business Report, the Independent Auditors’ Report and the above-mentioned financial statements, please refer to the attachment.
-
(3) Please approve.
(No questions were raised by shareholders regarding this proposal.) Resolution: The voting result for this proposal is as follows:
Voting rights represented by shareholders present at the time of voting (including electronic votes): 89,675,221 votes.
| Voting Method |
In-person & Proxy |
Electronic Voting |
Total | Percentage |
|---|---|---|---|---|
| Votes in Favor |
3,256,000 | 83,726,216 | 86,982,216 | 96.99% |
2
| Votes Against |
0 | 11,919 | 11,919 | 0.01% |
|---|---|---|---|---|
| Invalid Votes | 0 | 0 | 0 | 0.00% |
| Abstentions/ Not Voted |
17,823 | 2,663,263 | 2,681,086 | 2.98% |
The proposal was approved as submitted by a vote of the shareholders present.
Proposal 2 (Proposed by the Board of Directors)
Summary: Adoption of the 2024 appropriation of earnings. Explanation: (1) For the Profit Distribution Table for 2024, please refer to the attachment.
(2) Please approve.
(No questions were raised by shareholders regarding this proposal.) Resolution: The voting result for this proposal is as follows: Voting rights represented by shareholders present at the time of voting (including electronic votes): 89,675,221 votes.
| Voting Method |
In-person & Proxy |
Electronic Voting |
Total | Percentage |
|---|---|---|---|---|
| Votes in Favor |
3,256,000 | 83,864,716 | 87,120,716 | 97.15% |
| Votes Against |
0 | 12,419 | 12,419 | 0.01% |
| Invalid Votes | 0 | 0 | 0 | 0.00% |
| Abstentions/ Not Voted |
17,823 | 2,524,263 | 2,542,086 | 2.83% |
The proposal was approved as submitted by a vote of the shareholders present.
5. Discussion Items
Proposal 1 (Proposed by the Board of Directors)
Proposal: Discussion of amendments to the “Articles of . Incorporation”
Explanation: (1) In accordance with the relevant laws and
3
regulations, it is proposed to amend certain provisions of the Company’s " Articles of Incorporation ".
(2) For a comparison of the provisions of the " Articles of Incorporation " before and after the amendment, please refer to the attachment.
- (3) Please discuss.
(No questions were raised by shareholders regarding this proposal.) Resolution: The voting result for this proposal is as follows: Voting rights represented by shareholders present at the time of voting (including electronic votes): 89,675,221 votes.
| Voting Method |
In-person & Proxy |
Electronic Voting |
Total | Percentage |
|---|---|---|---|---|
| Votes in Favor |
3,256,000 | 83,863,571 | 87,119,571 | 97.15% |
| Votes Against |
0 | 13,564 | 13,564 | 0.01% |
| Invalid Votes | 0 | 0 | 0 | 0.00% |
| Abstentions/ Not Voted |
17,823 | 2,524,263 | 2,542,086 | 2.83% |
The proposal was approved as submitted by a vote of the shareholders present.
-
Questions and Motions: The Chair inquired of all shareholders present, and no motions were raised.
-
Adjournment: The meeting was adjourned at 9:16 a.m. on the same day, as announced by the Chair and approved unanimously by all shareholders present without objection.
4
Attachment
Business Report
Dear Shareholders,
The operational results for 2024 and the business plan for 2025 are reported as follows:
I. Operational Results for 2024
(1) Business Performance
In 2024, consolidated revenue reached NT$2.789 billion, representing an 8% decline compared to 2023. In response to market demand changes and a competitive environment, the company continued to optimize product competitiveness and operational strategies to maintain stable operations.
(2) Research & Development
R&D resources have been integrated into emerging industries such as new energy, electric vehicles, and AI. Additionally, the Nanjing R&D team has been incorporated into the global R&D collaboration system to enhance product development competitiveness. Newly launched products in 2024 include GDS-3000A-4CH, GSP-8000, GPE-3060/6030, and GPT-15012.
(3) Production Management
To reduce production costs, the company continued to implement productivity improvement projects. By enhancing CELL workstation operations and utilizing the Smart eVision data management system for real-time monitoring, production efficiency was significantly improved. By the end of 2024, a 5% cost reduction had been achieved.
(4) Other Key Initiatives
-
Corporate Mergers & Integrations: Completed the relocation and renovation of Boji’s factory while integrating its human resources.
-
Legal & Compliance Management: Hosted a legal seminar on trade secrets and workplace misconduct to enhance corporate compliance awareness.
-
ESG & Sustainability: Implemented carbon footprint assessment, IFRS self-preparation, and process improvements to strengthen sustainability management.
-
Information Security & Digital Transformation: Enforced ISO-27001 information security management, optimized network architecture, and enhanced digital capabilities.
-
Internal Management & Optimization: Launched a 5S project for space planning, project progress control, and environmental organization to improve operational efficiency.
(5) Budget Execution
The company did not publicly disclose financial forecasts for 2024.
(6) Financial Performance Analysis (Unit: NT$ thousand; %)
5
Unit: Thousand New Taiwan Dollars; %
| Item/Year | 2024 | 2023 | Change % | |
|---|---|---|---|---|
| Financial Revenue |
Operating Income | 2,788,781 | 3,024,731 | (7.8) |
| OperatingGross Profit |
1,439,869 | 1,557,544 | (7.6) | |
| Net Profit after Tax | 351,131 | 428,271 | (18.0) | |
| Profitability | Return on Assets (%) | 9.61 | 11.11 | (13.5) |
| Return on Equity (%) |
12.64 | 15.93 | (20.7) | |
| Net Profit Margin (%) |
12.59 | 14.16 | (11.1) | |
| Earnings per Share (NTD) |
2.42 | 2.95 | (18.0) |
II. Business Plan for 2025
(1) Management Strategies & Expected Sales
-
Enhancing Group Productivity: Improving operational efficiency by reducing expenses and streamlining workforce.
-
Market Strategy: A balanced approach to product strategy, maintaining stability for some product lines while aggressively expanding into new energy and electric vehicle sectors.
(2) Overseas Market Expansion
-
Strengthening Non-China Markets: Expanding workforce in the U.S., Europe, Korea, and India to increase market penetration.
-
Converting Technical Support into Revenue: Transitioning technical personnel in Japan into sales roles to strengthen business expansion in the region.
(3) Key Production & Sales Policies
-
Market Penetration of Strategic Products: Including strategic and new energy products in MBO evaluations to incentivize outstanding personnel.
-
Flexible Pricing Strategy: Ensuring annual gross profit while adopting dynamic pricing to enhance market competitiveness.
-
Balanced Approach Between Distribution & Direct Sales: Strengthening conflict management, promoting online marketing, and increasing brand influence.
III. Future Development Strategy & External Factors
(1) Future Development Strategy
-
Expanding Product Lines: Leveraging OEM/ODM partnerships to complete product portfolios and provide one-stop solutions.
-
Strategic Alliances: Deepening collaborations with industry partners, sharing resources, and making mutual investments.
-
M&A Opportunities: Evaluating strategic mergers and acquisitions to enhance market competitiveness.
6
(2) External Competitive, Regulatory, & Economic Environment
-
Strengthening Compliance & Corporate Culture: Hosting legal seminars to enhance workplace integrity and regulatory awareness.
-
Corporate Sustainability & Information Security: Implementing ISO-27001, promoting digital transformation, and obtaining the updated ISO/IEC 27001:2022 certification.
We sincerely appreciate the continued support and trust from our shareholders. As we approach the company’s 50th anniversary, we have commenced exterior and landscape renovations at our headquarters to provide a better working environment for employees.
We believe that with the collective efforts of all colleagues, the company will achieve even greater success in the coming year. Lastly, we wish all shareholders good health and prosperity.
Chairman: Managerial Officer: Chief Accounting Officer: Lin Ching-Chang Chang Chao-Ming Chen Che-Cheng
7
Attachment
Audit Committee Review Report
The Board of Directors has issued the Company's 2024 annual business report, individual and consolidated financial statements and proposal for distribution of earnings. The financial statements has been audited by Ernst & Young, which was engaged by the Board of Directors and has issued an audit report thereon.
The above-mentioned business report, individual and consolidated financial statements and proposal for appropriation of earnings have been examined by the Audit Committee and found to be in conformity with the relevant provisions of the Company Act, and the Audit Committee hereby submits a report in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
To
GOOD WILL INSTRUMENT CO., LTD. 2025 Annual Meeting of Shareholders
GOOD WILL INSTRUMENT CO., LTD.
Audit Committee Convener: Teng Syh-Tang
February 26, 2025
8
Attachment
Independent Auditors’ Report Translated from Chinese
To Good Will Instrument Co., Ltd.
Opinion
We have audited the accompanying parent company only balance sheets of Good Will Instrument Co., Ltd. (the “Company”) as of December 31, 2024 and 2023, and the related parent company only statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2024 and 2023, and notes to the parent company only financial statements, including the summary of material accounting policies (together “the parent company only financial statements”).
In our opinion, based on our audits and the reports of the other auditors (please refer to the Other Matter – Making Reference to the Audits of Other Auditors section of our report), the parent company only financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and its financial performance and cash flows for the years ended December 31, 2024 and 2023, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the report of the other auditors we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis Matter – Organizational Restructuring
As disclosed in Notes 4.(22), and 6.(7) to the financial statements, Good Will Instrument Co., Ltd. completed a simplified merger with its subsidiary, Prodigit Electronics Co., Ltd., through an absorption-type merger on December 31, 2024. In accordance with the accounting policy guidance provided in the Q&A on "Accounting Treatment for Business Combinations Under Common Control," issued by the Accounting Research and Development Foundation of the Republic of China (Taiwan) on October 26, 2018, the book value method was applied. The merger was treated as if it had been in effect from the beginning, and the 2023 standalone financial statements were retrospectively restated. We did not modify our audit opinion as a result.
9
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2024 parent company only financial statements. These matters were addressed in the context of our audit of the the parent company financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Revenue recognition
For the year ended December 31, 2024, the Company recognized revenue in the amount of NT$2,211,994 thousand. Revenue is derived primarily from the manufacture and sale of various types of instruments, the provision of hardware and software, and installation services. Since some of these sales were exports and the terms of trade varied, it is necessary for the company to judge and determine the performance obligations and the timing of their satisfaction. Therefore, we considered this as a key audit matter.
Our audit procedures included, but not limited to, assessing the appropriateness of the accounting policy of revenue recognition; testing the effectiveness of internal controls over the sales process with respect to revenue recognition; selecting samples to perform test of details and reviewing the significant terms and conditions of orders or contracts to confirm the performance obligation and the appropriate timing of revenue recognition; selecting samples for certain period before and after the reporting date, tracing to relevant documentation to verify that revenue has been recorded in the correct accounting period.
We also evaluated the adequacy of disclosures of revenue. Please refer to Notes 4 and 6 of the parent company only financial statements.
Valuation of inventories
As of December 31, 2024, the Company’s net inventories amounted to NT$455,174 thousand, representing 14% of the parent company only total assets. Considering the fact that the value of inventory depends on market demands and is affected by changes in technology, which may cause loss from slow-moving inventories and inventory price decline, while the assessment of inventory loss require significant management judgement, we therefore considered this as a key audit matter.
10
Our audit procedures included, but not limited to, obtaining an inventory allowance policy and evaluating the reasonableness of the loss provision ratio from slow-moving inventories based on the Company's operating conditions; testing the accuracy of inventories aging and recalculating the losses from slow-moving inventories; obtaining report of inventory price decline calculation, tracing to relevant documentation and recalculating the loss from price decline to ensure inventories appropriately valuated at lower of cost and net realizable value.
We also evaluated the adequacy of disclosures of inventories. Please refer to Notes 4, 5 and 6 to the parent company only financial statements.
Other Matter – Making Reference to the Audits of Other Auditors
We did not audit the financial statements of certain subsidiaries, associates and joint ventures accounted for using the equity method. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the reports of the other auditors. These subsidiaries, associates and joint ventures accounted for using the equity method amounted to NT$145,097 thousand, representing 4% of total assets as of December 31, 2023. The related shares of profit from the subsidiaries, associates and joint ventures accounted for using the equity method amounted to NT$15,220 thousand, representing 3% of the income before tax for the year ended December 31, 2023, and the related shares of other comprehensive (loss) income of the subsidiaries, associates and joint ventures for using the equity method amounted to NT$(688) thousand, representing 2% of the other comprehensive income for the year ended December 31, 2023.
Responsibilities of Management and Those Charged with Governance for the Parent company only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the ability to continue as a going concern of the Company, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of the Company.
11
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
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 of the Company.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the accompanying notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
12
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2024 parent company only financial statements and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Liu, Hui-Yuan
Yang, Chih-Huei
Ernst & Young, Taiwan
February 26, 2025
Notice to Readers
The accompanying parent company only financial statements are intended only to present the financial position, results of operations 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 parent company only financial statements are those generally accepted and applied in the Republic of China.
Accordingly, the accompanying parent company only financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
13
English Translation of Financial Statements Originally Issued in Chinese GOOD WILL INSTRUMENT CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| ASSETS | NOTE | As of December 31, | As of December 31, | As of December 31, | As of December 31, | ||||
|---|---|---|---|---|---|---|---|---|---|
| 2024 | % |
2023 (restated) | % |
||||||
| Current assets Cash and cash equivalents Financial assets measured at amortized cost - current Notes receivable, net Accounts receivable, net Accounts receivable - related parties, net Other receivables Other receivables - related parties Current income tax assets Inventories, net Prepayments Other current assets Total current assets Non-current assets Financial assets at fair value through profit or loss - non-current Investments accounted for using the equity method Property, plant and equipment Right-of-use assets Investment property, net Intangible assets Goodwill Deferred tax assets Other non-current assets Total non-current assets Total assets |
4, 6(1) 4, 6(3), 8 4, 6(4), 6(18) 4, 6(5), 6(18) 4, 6(5), 6(18), 7 7 4 4, 6(6) 4, 6(2) 4, 6(7) 4, 6(8), 7, 8 4, 6(19) 4, 6(9), 8 4, 6(10) 4, 6(11) 4, 6(23) 4, 6(12) |
$283,211 - 6,851 194,633 365,874 587 1,983 5,521 455,174 3,821 1,407 1,319,062 2,189 1,043,512 607,270 4,929 182,690 9,553 85,879 24,556 34,498 1,995,076 $3,314,138 |
9 - - 6 11 - - - 14 - - 40 - 31 18 - 6 - 3 1 1 60 100 |
$306,258 2,908 9,307 222,786 320,749 274 23,192 5,501 578,832 6,682 1,817 1,478,306 2,189 1,108,805 780,893 8,788 - 10,104 115,879 41,152 6,331 2,074,141 $3,552,447 |
9 - - 6 9 - 1 - 17 - - 42 - 31 22 - - - 4 1 - 58 100 |
The accompanying notes are an integral part of the parent company only financial statements.
14
English Translation of Financial Statements Originally Issued in Chinese GOOD WILL INSTRUMENT CO., LTD.
PARENT COMPANY ONLY BALANCE SHEETS (CONTINUED) December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| LIABILITIES AND EQUITY | NOTE | As of December 31, | As of December 31, | As of December 31, | As of December 31, | ||||
|---|---|---|---|---|---|---|---|---|---|
| 2024 | % |
2023 (restated) | % |
||||||
| Current liabilities Short-term loans Contract liabilities - current Accounts payable Accounts payable - related parties Other payables Current tax liabilities Lease liabilities - current Other current liabilities Total current liabilities Non-current liabilities Deferred tax liabilities Lease liabilities -non-currentNet defined benefit liabilities Guarantee deposits Total non-current liabilities Total liabilities Equity Capital stock Common stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated retained earnings Total retained earnings Other equity Total equity Total liabilities and equity |
6(13) 6(17) 7 6(14), 7 4 4, 6(19) 4, 6(23) 4, 6(19) 4, 6(15) 4, 6(16) |
$- 34,606 100,014 24,763 219,394 34,703 3,904 2,862 420,246 61,100 1,093 18,557 169 80,919 501,165 1,450,472 4,157 478,561 148,746 862,683 1,489,990 (131,646) 2,812,973 $3,314,138 |
- 1 2 1 7 1 - - 12 2 - 1 - 3 15 44 - 14 4 27 45 (4) 85 100 |
$174,000 21,884 106,514 52,397 240,296 70,778 3,842 4,956 674,667 76,881 4,996 54,049 195 136,121 810,788 1,450,472 4,074 435,735 118,398 881,725 1,435,858 (148,745) 2,741,659 $3,552,447 |
5 1 3 2 1 7 - - 19 2 - 2 - 4 23 41 - 12 3 25 40 (4) 77 100 |
The accompanying notes are an integral part of the parent company only financial statements.
15
English Translation of Financial Statements Originally Issued in Chinese
GOOD WILL INSTRUMENT CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
For the years ended December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars Except Earnings Per Share Information)
| Item | Note | For theyears ended December 31, | For theyears ended December 31, | For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|---|---|---|
| 2024 | % | 2023 (restated) |
% | ||
| Operating revenues Operating costs Gross profit Unrealized intercompany profit Realized intercompany profit Net gross profit Operating expenses Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit losses Total operating expenses Operating income Non-operating income and expenses Other income Other gains and losses Finance costs for using the equity method Total non-operating income and expenses Income before tax Income tax expense Net income Other comprehensive income (loss) Items that will not be reclassified subsequently to profit or loss: Remeasurements of defined benefit plans Share of other comprehensive (loss) of subsidiaries, associates and joint ventures accounted for using the equity method ,which will not be reclassified subsequently to profit or loss Income tax related to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss: Share of other comprehensive income (loss) of subsidiaries, associates and joint ventures accounted for using the equity method, which may be reclassified subsequently to profit or loss Income tax related to items that may be reclassified subsequently to profit or loss Total other comprehensive income (loss), net of tax Total comprehensive income Earnings per share (NT$) Earnings per share - basic Net income Earnings per share - diluted Net income Share of profit of subsidiaries, associates and joint ventures accounted |
4, 6(17), 7 6(6), 6(20), 7 6(20) 6(18) 4, 6(19), 6(21), 7 6(21) 6(21) 4, 6(7) 4, 6(23) 6(22) 6(23) 6(23) 6(24) |
$2,211,994 (1,172,761) 1,039,233 (170,161) 152,053 1,021,125 (186,185) (186,042) (225,103) (1,524) (598,854) 422,271 16,439 (4,864) (1,445) 4,243 14,373 436,644 (85,513) 351,131 27,631 (7,487) (5,526) 30,733 (6,147) 39,204 $390,335 $2.42 $2.40 |
100 (53) 47 (8) 7 46 (9) (8) (10) - (27) 19 1 - - - 1 20 (4) 16 1 - - 1 - 2 18 |
$2,203,598 (1,216,012) 987,586 (152,053) 146,629 982,162 (186,958) (194,211) (223,871) (487) (605,527) 376,635 19,568 (32,996) (4,535) 166,784 148,821 525,456 (97,185) 428,271 118 (13,174) (126) (21,467) 4,294 (30,355) $397,916 $2.95 $2.93 |
100 (55) 45 (7) 7 45 (9) (9) (10) - (28) 17 1 (2) - 8 7 24 (4) 20 - (1) - (1) - (2) 18 |
The accompanying notes are an integral part of the parent company only financial statements.
16
English Translation of Financial Statements Originally Issued in Chinese
GOOD WILL INSTRUMENT CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY For the years ended December 31, 2024 and 2023
| Item | Common stock | Capital surplus | Retained earnings | Retained earnings | Other component of equity | Other component of equity | Total equity | |
|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings |
Exchange differences resulting from translating the financial statements of foreign operations |
Unrealized gains (losses) on financial assets at fair value through other comprehensive income |
||||
| Appropriations and distributions of 2022 retained earnings: Legal reserve Special reserve Cash dividends Other changes in the amount of capital surplus Net income for the year ended December 31, 2023 Balance as of December 31, 2023 (restated) Appropriations and distributions of 2023 retained earnings: Legal reserve Special reserve Cash dividends Other changes in the amount of capital surplus Net income for the year ended December 31, 2024 Balance as of December 31, 2024 Balance as of January 1, 2024 Other comprehensive income (loss) for the year ended December 31, Total comprehensive income (loss) for the year ended December 31, 2024 Balance as of January 1, 2023 (restated) Other comprehensive income (loss) for the year ended December 31, Total comprehensive income (loss) for the year ended December 31, 2023 Other changes in capital surplus Other changes in capital surplus |
$1,450,472 - $1,450,472 $1,450,472 - $1,450,472 |
$4,047 27 - $4,074 $4,074 83 - $4,157 |
$392,366 43,369 - $435,735 $435,735 42,826 - $478,561 |
$104,288 14,110 - $118,398 $118,398 30,348 - $148,746 |
$801,036 (43,369) (14,110) (290,095) 428,271 (8) 428,263 $881,725 $881,725 (42,826) (30,348) (319,104) 351,131 22,105 373,236 $862,683 |
$(90,064) (17,173) (17,173) $(107,237) $(107,237) 24,586 24,586 $(82,651) |
$(28,334) (13,174) (13,174) $(41,508) $(41,508) (7,487) (7,487) $(48,995) |
$2,633,811 - - (290,095) 27 428,271 (30,355) 397,916 $2,741,659 $2,741,659 - - (319,104) 83 351,131 39,204 390,335 $2,812,973 |
The accompanying notes are an integral part of the parent company only financial statements.
17
English Translation of Financial Statements Originally Issued in Chinese
GOOD WILL INSTRUMENT CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS For the years ended December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| Item | For theyears ended December 31, | For theyears ended December 31, | Item | For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|---|---|---|
| 2024 | 2023(restated) | 2024 | 2023(restated) | ||
| Cash flows from operating activities: Income before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation Amortization Gains on financial assets at fair value through profit or loss Interest expenses Interest income for using the equity method Gains on disposal of property, plant and equipment Gain on disposal of investment property Impairment loss of non-financial assets Unrealized intercompany profit Changes in operating assets and liabilities: Notes receivable Accounts receivable Accounts receivable - related parties Other receivables Other receivables - related parties Inventories Prepayments Other current assets Contract liabilities Accounts payable Accounts payable-related parties Other payables Other current liabilities Net defined benefit liabilities Cash inflow generated from operations Income tax paid Net cash provided by operating activities Expected credit losses Share of profit of subsidiaries, associates and joint ventures accounted |
$436,644 41,859 4,588 1,524 (300) 1,445 (2,455) (4,243) (159) - 30,000 18,108 2,456 26,629 (45,125) (313) 21,209 123,888 2,861 410 12,722 (6,500) (27,634) (20,902) (2,094) (7,861) 606,757 (132,466) 474,291 |
$525,456 38,814 4,168 487 (372) 4,535 (1,681) (166,784) (1,144) (1,124) 19,439 5,424 3,131 (34,103) 70,580 (17) 2,672 70,733 4,934 2,230 (4,675) (71,873) 32,667 (6,133) (1,546) (9,159) |
Cash flows from investing activities: Proceeds from disposal of financial assets measured at amortized cost Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Acquisition of intangible assets Increase in other non-current assets Interest received Dividends received Net cash provided by investing activities Cash flows from financing activities: Decrease in short-term loans Decrease in guarantee deposits Repayment for thr principal portion of lease liabilities Cash dividends paid Interest paid Other financing activities Net cash (used in) financing activities Net (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year |
2,908 (47,352) 214 (159) (4,037) (28,008) 2,455 74,974 995 (174,000) (26) (3,841) (319,104) (1,445) 83 (498,333) (23,047) 306,258 $283,211 |
24,510 (43,568) 1,333 (2,884) (3,073) - 1,681 59,779 |
| 37,778 | |||||
| (206,000) (1) (2,740) (290,095) (4,721) 27 |
|||||
| (503,530) | |||||
| (56,090) 362,348 |
|||||
| 486,659 (76,997) |
|||||
| 409,662 | $306,258 | ||||
The accompanying notes are an integral part of the parent company only financial statements.
18
Independent Auditors’ Report Translated from Chinese
To Good Will Instrument Co., Ltd.
Opinion
We have audited the accompanying consolidated balance sheets of Good Will Instrument Co., Ltd. (the “Company”) and its subsidiaries as of December 31, 2024 and 2023, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2024 and 2023, and notes to the consolidated financial statements, including the summary of material accounting policies (together “the consolidated financial statements”).
In our opinion, based on our audits and the reports of the other auditors (please refer to the Other Matter – Making Reference to the Audits of Other Auditors section of our report), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2024 and 2023, and their consolidated financial performance and cash flows for the years ended December 31, 2024 and 2023, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of the other 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 2024 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
19
Revenue recognition
For the year ended December 31, 2024, the Company and its subsidiaries recognized revenue in the amount of NT$2,788,781 thousand. Revenue is derived primarily from the manufacture and sale of various types of instruments, the provision of hardware and software, and installation services. Since some of these sales were exports and the terms of trade varied, it is necessary for the company to judge and determine the performance obligations and the timing of their satisfaction. Therefore, we considered this as a key audit matter.
Our audit procedures included, but not limited to, assessing the appropriateness of the accounting policy of revenue recognition; testing the effectiveness of internal controls over the sales process with respect to revenue recognition; selecting samples to perform test of details and reviewing the significant terms and conditions of orders or contracts to confirm the performance obligation and the appropriate timing of revenue recognition; selecting samples for certain period before and after the reporting date, tracing to relevant documentation to verify that revenue has been recorded in the correct accounting period.
We also evaluated the adequacy of disclosures of revenue. Please refer to Notes 4 and 6 of the consolidated financial statements.
Valuation of inventories
As of December 31, 2024, the Company and its subsidiaries net inventories amounted to NT$809,747 thousand, representing 23% of the consolidated total assets. Considering the fact that the value of inventory depends on market demands and is affected by changes in technology, which may cause loss from slow-moving inventories and inventory price decline, while the assessment of inventory loss require significant management judgement, we therefore considered this as a key audit matter.
Our audit procedures included, but not limited to, obtaining an inventory allowance policy and evaluating the reasonableness of the loss provision ratio from slow-moving inventories based on the Company's operating conditions; testing the accuracy of inventories aging and recalculating the losses from slow-moving inventories; obtaining report of inventory price decline calculation, tracing to relevant documentation and recalculating the loss from price decline to ensure inventories appropriately valuated at lower of cost and net realizable value.
20
We also evaluated the adequacy of disclosures of inventories. Please refer to Notes 4, 5 and 6 to the consolidated financial statements.
Other Matter – Making Reference to the Audits of Other Auditors
We did not audit the financial statements of certain consolidated subsidiaries, which statements reflect total assets of NT$145,213 thousand, representing 4% of consolidated total assets as of December 31, 2023, and total operating revenues of NT$251,055 thousand, representing 8% of consolidated operating revenues for the year ended December 31, 2023. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the reports of the other auditors.
Other Matter – parent company only financial statements
We have audited and expressed an unqualified opinion including an Emphasis Matter paragraph on the parent company only financial statements of the Company as of and for the year ended December 31, 2024. We have audited and expressed an unqualified opinion including an Other Matter paragraph on the parent company only financial statements of the Company as of and for the year ended December 31, 2023.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the ability to continue as a going concern of the Company and its subsidiaries, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and its subsidiaries or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of the Company and its subsidiaries.
21
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
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 of the Company and its subsidiaries.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company and its subsidiaries. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company and its subsidiaries to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
22
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company and its subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2024 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Liu, Hui-Yuan
Yang, Chih-Huei
Ernst & Young, Taiwan February 26, 2025
Notice to Readers
The accompanying consolidated financial statements are intended only to present the financial position, results of operations 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 accepted and applied in the Republic of China.
Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
23
English Translation of Consolidated Financial Statements Originally Issued in Chinese GOOD WILL INSTRUMENT CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| ASSETS | NOTE | As of December 31, | As of December 31, | As of December 31, | As of December 31, | ||||
|---|---|---|---|---|---|---|---|---|---|
| 2024 | % |
2023 | % |
||||||
| Current assets Cash and cash equivalents Notes receivable, net Accounts receivable, net Other receivables Current tax assets Inventories, net Prepayments Other current assets Total current assets Non-current assets Financial assets at fair value through profit or loss - non-current Financial assets at fair value through other comprehensive income - non-current Investments accounted for using the equity method Property, plant and equipment Right-of-use assets Investment property, net Intangible assets Goodwill Deferred tax assets Other non-current assets Total non-current assets Total assets Financial assets at fair value through profit or loss - current Financial assets at fair value through other comprehensive income - current Financial assets measured at amortized cost - current |
4, 6(1) 4, 6(2) 4, 6(3) 4, 6(4), 8 4, 6(5), 6(19), 8 4, 6(6), 6(19), 7 4 4, 6(7) 4, 6(2) 4, 6(3) 4, 6(8) 4, 6(9), 8 4, 6(20) 4, 6(10), 8 4, 6(11) 4, 6(11), 6(12) 4, 6(24) 4, 6(13) |
$482,256 84,550 31,658 13,350 169,768 641,024 2,833 13,004 809,747 9,837 2,500 2,260,527 2,189 46,338 9,093 731,677 41,665 259,241 9,968 85,879 72,260 43,246 1,301,556 $3,562,083 |
14 2 1 - 5 18 - - 23 - - 63 - 1 - 21 1 7 - 3 2 2 37 100 |
$518,259 68,800 31,439 50,128 171,954 622,989 2,181 8,589 984,952 12,885 2,202 2,474,378 2,189 51,998 9,718 903,666 41,987 81,521 10,644 115,879 89,482 14,307 1,321,391 $3,795,769 |
14 2 1 1 5 16 - - 26 - - 65 - 2 - 24 1 2 - 3 2 1 35 100 |
The accompanying notes are an integral part of the consolidated financial statements.
24
English Translation of Consolidated Financial Statements Originally Issued in Chinese
GOOD WILL INSTRUMENT CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED) December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| LIABILITIES AND EQUITY | NOTE | As of December 31, | As of December 31, | As of December 31, | As of December 31, | ||||
|---|---|---|---|---|---|---|---|---|---|
| 2024 | % |
2023 | % |
||||||
| Current liabilities Short-term loans Contract liabilities - current Notes payable Accounts payable Accounts payable—related parties Other payables Current tax liabilities Lease liabilities - current Other current liabilities Total current liabilities Non-current liabilities Deferred tax liabilities Lease liabilities - non-current Net defined benefit liabilities Guarantee deposits Total non-current liabilities Total liabilities Equity attributable to stockholders of the parent Capital stock Common stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated retained earnings Total retained earnings Other equity Total equity attributable to stockholders of the parent Total equity Total liabilities and equity |
6(14) 6(18) 7 6(15) 4, 6(24) 4, 6(20) 4, 6(24) 4, 6(20) 4, 6(16) 4, 6(17) |
$20,790 35,921 4,758 175,361 5,469 318,098 36,067 19,509 7,675 623,648 80,045 13,650 18,557 13,210 125,462 749,110 1,450,472 4,157 478,561 148,746 862,683 1,489,990 (131,646) 2,812,973 2,812,973 $3,562,083 |
1 1 - 5 - 9 1 1 - 18 2 - 1 - 3 21 41 - 14 4 24 42 (4) 79 79 100 |
$184,760 34,000 4,704 201,813 2,910 331,312 86,001 16,181 12,181 873,862 96,318 16,861 54,049 13,020 180,248 1,054,110 1,450,472 4,074 435,735 118,398 881,725 1,435,858 (148,745) 2,741,659 2,741,659 $3,795,769 |
5 1 - 6 - 9 2 - - 23 3 - 2 - 5 28 38 - 12 3 23 38 (4) 72 72 100 |
The accompanying notes are an integral part of the consolidated financial statements.
25
English Translation of Consolidated Financial Statements Originally Issued in Chinese
GOOD WILL INSTRUMENT CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the years ended December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars Except Earnings Per Share Information)
| Item | Note | For the years ended December 31, | For the years ended December 31, | For the years ended December 31, | For the years ended December 31, |
|---|---|---|---|---|---|
| 2024 | % | 2023 | % | ||
| Operating revenues Operating costs Gross profit Operating expenses Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit (losses) Total operating expenses Operating income Non-operating income and expenses Other income Other losses and gains Finance costs Share of loss of associates and joint ventures accounted for using the equity method Total non-operating income and expenses Income before tax Income tax expense Net income Other comprehensive income (loss) Items that will not be reclassified subsequently to profit or loss: Remeasurements of defined benefit plans Unrealized gains or losses from equity instruments investments measured at fair value through other comprehensive income Income tax related to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss: Exchange differences resulting from translating the financial statements of foreign operations Income tax related to items that may be reclassified subsequently to profit or loss Total other comprehensive income (loss), net of tax Total comprehensive income Net income attributable to : Stockholders of the parent Comprehensive income attributable to: Stockholders of the parent Earnings per share (NT$) Earnings per share - basic Earnings per share - diluted |
4, 6(18), 7 6(7),6(21), 7 6(20), 6(21) 6(19) 4, 6(20), 6(22) 6(22) 6(22) 4, 6(8) 4, 6(24) 6(23) 6(24) 6(24) 6(25) |
$2,788,781 (1,348,912) 1,439,869 (483,054) (275,664) (261,868) (7,232) (1,027,818) 412,051 51,970 (14,280) (3,041) (625) 34,024 446,075 (94,944) 351,131 27,631 (7,502) (5,511) 30,733 (6,147) 39,204 $390,335 $351,131 $390,335 $2.42 $2.40 |
100 (48) 52 (17) (10) (10) - (37) 15 2 (1) - - 1 16 (3) 13 - - - 1 - 1 14 |
$3,024,731 (1,467,187) 1,557,544 (475,519) (291,286) (244,351) (2,896) (1,014,052) 543,492 53,938 (36,615) (5,380) (282) 11,661 555,153 (126,882) 428,271 118 (14,099) 799 (21,467) 4,294 (30,355) $397,916 $428,271 $397,916 $2.95 $2.93 |
100 (49) 51 (15) (10) (8) - (33) 18 1 (1) - - - 18 (4) 14 - - - (1) - (1) 13 |
The accompanying notes are an integral part of the consolidated financial statements.
26
English Translation of Consolidated Financial Statements Originally Issued in Chinese
GOOD WILL INSTRUMENT CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the years ended December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| Item | Equityattributable to theparent company | Equityattributable to theparent company | Equityattributable to theparent company | Total equity | ||||
|---|---|---|---|---|---|---|---|---|
| Common stock | Capital surplus | Retained earnings | Other component of equity | |||||
| Legal reserve | Special reserve | Unappropriated retained earnings |
Exchange differences resulting from translating the financial statements of foreign operations |
Unrealized gains (losses) on financial assets at fair value through other comprehensive income |
||||
| Legal reserve Special reserve Cash dividends Other changes in the amount of capital surplus Net income for the year ended December 31, 2023 Other comprehensive income (loss) for the year ended December 31, 2023 Balance as of December 31, 2023 Appropriations and distributions of 2023 retained earnings: Legal reserve Special reserve Cash dividends Other changes in the amount of capital surplus Net income for the year ended December 31, 2024 Other comprehensive income (loss) for the year ended December 31, 2024 Balance as of December 31, 2024 Balance as of January 1, 2024 Total comprehensive income (loss) for the year ended December 31, 2024 Balance as of January 1, 2023 Total comprehensive income (loss) for the year ended December 31, 2023 Appropriations and distributions of 2022 retained earnings: Other changes in capital surplus Other changes in capital surplus |
$1,450,472 - $1,450,472 $1,450,472 - $1,450,472 |
$4,047 27 |
$392,366 43,369 - $435,735 $435,735 42,826 - $478,561 |
$104,288 14,110 - $118,398 $118,398 30,348 - $148,746 |
$801,036 (43,369) (14,110) (290,095) 428,271 (8) 428,263 $881,725 $881,725 (42,826) (30,348) (319,104) 351,131 22,105 373,236 $862,683 |
$(90,064) (17,173) (17,173) $(107,237) $(107,237) 24,586 24,586 $(82,651) |
$(28,334) (13,174) (13,174) $(41,508) $(41,508) (7,487) (7,487) $(48,995) |
$2,633,811 - - (290,095) 27 428,271 (30,355) |
| - | 397,916 | |||||||
| $4,074 | $2,741,659 | |||||||
| $4,074 83 |
$2,741,659 - - (319,104) 83 351,131 39,204 |
|||||||
| - | 390,335 | |||||||
| $4,157 | $2,812,973 | |||||||
The accompanying notes are an integral part of the consolidated financial statements.
27
English Translation of Consolidated Financial Statements Originally Issued in Chinese
GOOD WILL INSTRUMENT CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| Item | For theyears ended December 31, | For theyears ended December 31, | Item | For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | ||
| Cash flows from operating activities: Income before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation Amortization Interest expenses Interest income Dividend income Share of loss of associates and joint ventures accounted for using the equity method Losses (gains) on disposal of property, plant and equipment Gains on disposal of investments accounted for using the equity method Impairment loss of non-financial assets Gain from lease modifications Changes in operating assets and liabilities: Financial assets mandatorily measured at fair value through profit or loss Notes receivable Accounts receivable Other receivables Inventories Prepayments Other current assets Contract liabilities Notes payable Accounts payable Accounts payable-related parties Other payables Other current liabilities Net defined benefit liabilities Cash inflow generated from operations Income tax paid Net cash provided by operating activities Gains on financial assets at fair value through profit Expected credit losses |
$446,075 85,336 4,705 7,232 (300) 3,041 (7,938) (1,415) 625 17 - 30,000 - (13,320) 2,186 (25,478) (652) 175,205 3,048 (298) 1,921 54 (26,452) 2,559 (13,214) (4,506) (7,861) |
$555,153 81,947 4,266 2,896 (372) 5,380 (5,230) (1,330) 282 (1,129) (1,124) 19,439 (229) (69,760) 22,429 (6,925) 2,620 177,367 10,180 2,469 (28,374) (7,856) (75,564) (2,067) (7,809) (6,758) (9,159) |
Cash flows from investing activities: Acquisition of financial assets at fair value through other comprehensive income Acquisition of financial assets measured at amortized cost Proceeds from disposal of financial assets measured at amortized cost Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Acquisition of intangible assets Increase in other non-current assets Decrease in other non-current assets Interest received Dividends received Net cash (used in) investing activities Cash flows from financing activities: Decrease in short-term loans Guarantee deposits received Repayment for thr principal portion of lease liabilities Cash dividends paid Interest paid Other financing activities Net cash (used in) financing activities Effect of exchange rate changes on cash and cash equivalents Net (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year |
$(1,398) - 37,378 (63,583) 241 (961) (4,044) (27,978) - 7,938 1,715 |
$(1,317) (47,580) 24,510 (55,489) 1,374 (4,854) (3,681) - 1,314 5,230 1,702 |
| (50,692) | (78,791) | ||||
| (163,970) 190 (21,652) (319,104) (3,041) 83 |
(211,368) 222 (18,230) (290,095) (5,380) 27 |
||||
| (507,494) | (524,824) | ||||
| 21,615 | (12,792) | ||||
| 660,570 (160,002) |
660,742 (112,604) |
(36,003) 518,259 |
(68,269) 586,528 |
||
| 500,568 | 548,138 | $482,256 | $518,259 | ||
The accompanying notes are an integral part of the consolidated financial statements.
28
Attachment
GOOD WILL INSTRUMENT CO., LTD.
Profit Distribution Table for 2024
| Profit Distribution Table for 2024 | Profit Distribution Table for 2024 |
|---|---|
| Unit: Thousand NTD | |
| Item | Amount |
| Undistributed beginningbalance | 489,446,650 |
| Add: Net income for theperiod | 351,130,749 |
| Add: Other comprehensive income - actuarial gains and losses on defined benefitplans(FY2024) |
22,104,600 |
| Less: Legal reserve | (37,323,535) |
| Add: Reversal of special reserve | 17,099,569 |
| Amount of distributable earnings | 842,458,033 |
| Distribution Items | |
| Dividend to shareholders - cash(NT$2per share) | 290,094,578 |
| Undistributed endingbalance | 552,363,455 |
Chairman: Managerial Officer: Chief Accounting Officer: Lin Ching-Chang Chang Chao-Ming Chen Che-Cheng
Note:
(1) Currently, there are 145,047,289 shares outstanding, and cash dividends of NT$2 per share are paid.
(2) The undistributed earnings at the end of the period were NT$50,127,401 before 1997 and NT$812,554,598 after 1998. The Company's principle of distributing earnings is to prioritize distributable earnings in 2024.
29
Attachment
GOOD WILL INSTRUMENT CO., LTD. Comparison Table of the “Articles of Incorporation” Before and After Amendments
| Article | Before Amendment |
After Amendment | Reasons for Amendment |
|---|---|---|---|
| 29 | If there is any after-tax profit in the Company's annual accounts, the Company shall first make up for prior years' losses (including adjustments to undistributed earnings) and then set aside 10% as legal reserve, except when the legal reserve has reached the total capital. The Company shall also appropriate or reverse the special reserve as required by law or the competent authority. If there is any unappropriated earnings, the unappropriated earnings at the beginning of the period (including the amount of adjusted unappropriated earnings) shall be consolidated into the accumulated earnings available for distribution to shareholders. The Board of Directors shall prepare a proposal for appropriation of earnings and submit it to the shareholders for resolution. The Company shall appropriate 3% to 15% of its annual net income before deducting employees' compensation and directors' compensation to employees' compensation and not more than 2% to directors' compensation. However, if the Company still has accumulated losses (including the amount of adjusted undistributed earnings), the Company shall reserve the amount to make up for the losses. In order to maintain the shareholders' return on investment, the ratio of cash dividends to stock dividends is |
If there is any after-tax profit in the Company's annual accounts, the Company shall first make up for prior years' losses (including adjustments to undistributed earnings) and then set aside 10% as legal reserve, except when the legal reserve has reached the total capital. The Company shall also appropriate or reverse the special reserve as required by law or the competent authority. If there is any unappropriated earnings, the unappropriated earnings at the beginning of the period (including the amount of adjusted unappropriated earnings) shall be consolidated into the accumulated earnings available for distribution to shareholders. The Board of Directors shall prepare a proposal for appropriation of earnings and submit it to the shareholders for resolution. The Company shall appropriate 3% to 15% of its annual net income before deducting employees' compensation and directors' compensation to employees' compensation and not more than 2% to directors' compensation. At the same time, an additional 0.3%~2.0% will be allocated to adjust the salary of grassroots employees. However, if the Company still has accumulated losses (including the amount of adjusted undistributed earnings), the Company shall reserve the amount to make upfor the losses. |
In accordance with the amendments to the regulations |
30
| Article | Before Amendment |
After Amendment | Reasons for Amendment |
|---|---|---|---|
| determined by the Company's earnings for the year and the Company's capital planning, taking into account the shareholders' equity. The amount of dividends to shareholders shall not be less than 40% of the current year's earnings, including cash dividends, which shall not be less than 10% of the total dividends. When employee compensation is distributed in the form of stock or cash, the Board of Directors shall resolve by a resolution of at least two-thirds of the directors present and a majority of the present directors agreeing, and report to the shareholders' meeting. |
In order to maintain the shareholders' return on investment, the ratio of cash dividends to stock dividends is determined by the Company's earnings for the year and the Company's capital planning, taking into account the shareholders' equity. The amount of dividends to shareholders shall not be less than 40% of the current year's earnings, including cash dividends, which shall not be less than 10% of the total dividends. When employee compensation is distributed in the form of stock or cash, the Board of Directors shall resolve by a resolution of at least two-thirds of the directors present and a majority of the present directors agreeing, and report to the shareholders'meeting. |
||
| 34 | These Articles of Incorporation were established on September 3, 1975 … the thirty-first amendment was made on May 27, 2022. |
These Articles of Incorporation were established on September 3, 1975 … the thirty-first amendment was made on May 27, 2022; the thirty-second amendment was made on May 29, 2025. |
Update revision times and dates |
31